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``` 11111

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 ~~March~~June 3130, 2023


☐	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: 001-34374

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as specified in its charter)

Virginia

54-1873198

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

6862 Elm Street, Suite 320
McLean, VA

22101

(Address of Principal Executive Offices)

(Zip Code)

(703) 373-0200

(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
Class A Common Stock	AAIC	NYSE
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock	AAIC PrB	NYSE
8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	AAIC PrC	NYSE
6.000% Senior Notes due 2026	AAIN	NYSE
6.75% Senior Notes due 2025	AIC	NYSE

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 (Sec. 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☒

Number of shares outstanding of each of the registrant’s classes of common stock, as of ~~April~~August 2810, 2023:

Title		Outstanding
Class A Common Stock		2829,~~360~~279,~~447~~565 shares

ARLINGTON ASSET INVESTMENT CORP.

FORM 10-Q

FOR THE QUARTER ENDED ~~MARCH~~JUNE 3130, 2023

INDEX

			Page
PART I — FINANCIAL INFORMATION
	Item 1.	Consolidated Financial Statements and Notes — (unaudited)	1
		Consolidated Balance Sheets	1
		Consolidated Statements of Comprehensive Income	2
		Consolidated Statements of Changes in Equity	3
		Consolidated Statements of Cash Flows	4
		Notes to Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3334
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
	Item 4.	Controls and Procedures	54
PART II — OTHER INFORMATION
	Item 1.	Legal Proceedings	5556
	Item 1A.	Risk Factors	5556
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5558
	Item 3.	Defaults Upon Senior Securities	5558
	Item 4.	Mine Safety Disclosures	5558
	Item 5.	Other Information	5558
	Item 6.	Exhibits	5558
		Signatures	5861

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

ARLINGTON ASSET INVESTMENT CORP.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	March 31, 2023			December 31, 2022
	June 30, 2023			December 31, 2022
ASSETS
Cash and cash equivalents (includes $-0- and $296, respectively, from consolidated VIEs)	$	12,833		$	28,021
Cash and cash equivalents (includes $229 and $296, respectively, from consolidated VIEs)	$	13,249		$	28,021
Restricted cash of consolidated VIEs		—12			2,191
Agency mortgage-backed securities, at fair value		~~460~~467,~~984~~503			443,540
MSR financing receivables, at fair value		~~183~~195,~~058~~893			180,365
Credit securities, at fair value		102,~~564~~203			104,437
Mortgage loans, at fair value		2725,~~798~~992			29,264
Mortgage loans of consolidated VIEs, at fair value		~~1,344~~910			193,957
Deposits		112,~~171~~421			1,823
Other assets (includes $1,850 and $2,067, respectively, from consolidated VIEs)		8,252			18,720
Other assets (includes $1,114 and $2,067, respectively, from consolidated VIEs)		9,287			18,720
Total assets	$	~~808~~817,~~004~~470		$	1,002,318
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Repurchase agreements	$	~~484~~499,~~348~~900		$	515,510
Secured debt of consolidated VIEs, at fair value		~~160~~113			169,345
Long-term unsecured debt		86,~~508~~611			86,405
Other liabilities (includes $-0- and $262, respectively, from consolidated VIEs)		2110,~~843~~834			13,718
Total liabilities		~~592~~597,~~859~~458			784,978
Commitments and contingencies
Stockholders’ Equity:
Series B Preferred stock, $0.01 par value, 379,668 shares issued and outstanding (liquidation preference of $9,492)		9,001			9,001
Series C Preferred stock, $0.01 par value, 957,133 shares issued and outstanding (liquidation preference of $23,928)		23,820			23,820
Class A common stock, $0.01 par value, 450,000,000 shares authorized, 28,360,447 and 28,186,827 shares issued and outstanding, respectively		284			282
Additional paid-in capital		2,~~024~~025,~~979~~638			2,024,298
Accumulated deficit		(1,~~842~~838,~~939~~731	)		(1,840,061	)
Total stockholders’ equity		~~215~~220,~~145~~012			217,340
Total liabilities and stockholders’ equity	$	~~808~~817,~~004~~470		$	1,002,318
	March 31, 2023			December 31, 2022
	June 30, 2023			December 31, 2022
Assets and liabilities of consolidated VIEs
Cash and restricted cash	$	—241		$	2,487
Mortgage loans, at fair value		~~1,344~~910			193,957
Other assets		1,~~850~~114			2,067
Secured debt, at fair value		(~~160~~113	)		(169,345	)
Other liabilities		—			(262	)
Net investment in consolidated VIEs	$	32,~~034~~152		$	28,904

See notes to consolidated financial statements.

ARLINGTON ASSET INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Interest income
MSR financing receivables	$	4,~~685~~709		$	3,~~382~~983		$	9,394		$	7,365
Agency mortgage-backed securities		45,~~976~~040			12,~~492~~065			10,016			3,557
Credit securities and loans		2,~~762~~802			~~853~~991			5,564			1,844
Mortgage loans of consolidated VIEs		~~1,398~~56			1,~~354~~611			1,454			2,965
Other		~~179~~109			~~325~~113			288			438
Total interest and other income		1412,~~000~~716			78,~~406~~763			26,716			16,169
Rent revenues from single-family properties		—			12,~~064~~137			—			3,201
Interest expense
Repurchase agreements		6,~~125~~604			~~276~~763			12,729			1,039
Long-term debt secured by single-family properties		—			~~408~~718			—			1,126
Long-term unsecured debt		1,~~541~~561			1,~~370~~400			3,102			2,770
Secured debt of consolidated VIEs		~~681~~—			1,~~188~~578			681			2,766
Total interest expense		8,~~347~~165			34,~~242~~459			16,512			7,701
Single-family property operating expenses		—			1,~~531~~915			—			3,446
Net operating income		54,~~653~~551			34,~~697~~526			10,204			8,223
Investment and derivative loss, net		(3,851	)		(827	)
Investment and derivative gain (loss), net		6,417			370			2,566			(457	)
General and administrative expenses
Compensation and benefits		2,~~255~~037			2,~~065~~324			4,292			4,389
Other general and administrative expenses		12,~~656~~676			1,~~219~~463			4,332			2,682
Total general and administrative expenses		34,~~911~~713			3,~~284~~787			8,624			7,071
Loss before income taxes		(2,109	)		(414	)
Income before income taxes		6,255			1,109			4,146			695
Income tax provision		~~109~~1,387			~~2,287~~802			1,496			3,089
Net loss		(2,218	)		(2,701	)
Net income (loss)		4,868			307			2,650			(2,394	)
Dividend on preferred stock		(660	)		(~~742~~707	)		(1,320	)		(1,449	)
Net loss attributable to common stock	$	(2,878	)	$	(3,443	)
Net income (loss) available (attributable) to common stock	$	4,208		$	(400	)	$	1,330		$	(3,843	)
Basic loss per common share	$	(0.10	)	$	(0.12	)
Basic earnings (loss) per common share	$	0.15		$	(0.01	)	$	0.05		$	(0.13	)
Diluted loss per common share	$	(0.10	)	$	(0.12	)
Diluted earnings (loss) per common share	$	0.15		$	(0.01	)	$	0.05		$	(0.13	)
Weighted-average common shares outstanding (in thousands)
Basic		28,~~004~~081			2928,~~832~~766			28,043			29,296
Diluted		28,~~004~~709			2928,~~832~~766			28,594			29,296

See notes to consolidated financial statements.

ARLINGTON ASSET INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Dollars in thousands)

(Unaudited)

	Series BPreferredStock(#)		Series BPreferredAmount($)		Series CPreferredStock(#)			Series CPreferredAmount($)			Class ACommonStock(#)			Class AAmount($)			AdditionalPaid-InCapital			AccumulatedDeficit			Total
Balances, December 31, 2021		373,610	$	8,852		1,117,034		$	27,356			30,676,931		$	307		$	2,030,315		$	(1,842,703	)	$	224,127
Net loss		—		—		—			—			—			—			—			(2,701	)		(2,701	)
Issuance of Class A common stock under stock-based compensation plans		—		—		—			—			404,746			4			(4	)		—			—
Forfeiture of Class A common stock under stock-based compensation plans		—		—		—			—			(12,167	)		—			—			—			—
Repurchase of Class A common stock		—		—		—			—			(1,009,566	)		(10	)		(3,487	)		—			(3,497	)
Issuance of preferred stock		6,058		149		—			—			—			—			—			—			149
Stock-based compensation		—		—		—			—			—			—			761			—			761
Dividends declared		—		—		—			—			—			—			—			(742	)		(742	)
Balances, March 31, 2022		379,668	$	9,001		1,117,034		$	27,356			30,059,944		$	301		$	2,027,585		$	(1,846,146	)	$	218,097
Net income		—		—		—			—			—			—			—			307			307
Repurchase of Class A common stock		—		—		—			—			(947,570	)		(10	)		(3,232	)		—			(3,242	)
Repurchase of preferred stock		—		—		(72,363	)		(1,749	)		—			—			—			—			(1,749	)
Stock-based compensation		—		—		—			—			—			—			992			—			992
Dividends declared		—		—		—			—			—			—			—			(707	)		(707	)
Balances, June 30, 2022		379,668	$	9,001		1,044,671		$	25,607			29,112,374		$	291		$	2,025,345		$	(1,846,546	)	$	213,698

	Series BPreferredStock(#)		Series BPreferredAmount($)		Series CPreferredStock(#)		Series CPreferredAmount($)		Class ACommonStock(#)			Class AAmount($)		AdditionalPaid-InCapital			AccumulatedDeficit			Total
Balances, December 31, 2022		379,668	$	9,001		957,133	$	23,820		28,186,827		$	282	$	2,024,298		$	(1,840,061	)	$	217,340
Net loss		—		—		—		—		—			—		—			(2,218	)		(2,218	)
Issuance of Class A common stock under stock-based compensation plans		—		—		—		—		198,324			2		(2	)		—			—
Repurchase of Class A common stock under stock-based compensations plans		—		—		—		—		(24,704	)		—		(74	)		—			(74	)
Stock-based compensation		—		—		—		—		—			—		757			—			757
Dividends declared		—		—		—		—		—			—		—			(660	)		(660	)
Balances, March 31, 2023		379,668	$	9,001		957,133	$	23,820		28,360,447		$	284	$	2,024,979		$	(1,842,939	)	$	215,145
Net income		—		—		—		—		—			—		—			4,868			4,868
Stock-based compensation		—		—		—		—		—			—		659			—			659
Dividends declared		—		—		—		—		—			—		—			(660	)		(660	)
Balances, June 30, 2023		379,668	$	9,001		957,133	$	23,820		28,360,447		$	284	$	2,025,638		$	(1,838,731	)	$	220,012

See notes to consolidated financial statements.

ARLINGTON ASSET INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(2,218	)	$	(2,701	)
Net income (loss)	$	2,650		$	(2,394	)
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net income (loss) to net cash used in operating activities
Investment and derivative loss, net		3,851			827
Investment and derivative (gain) loss, net		(2,566	)		457
Net discount accretion		(49,~~308~~218	)		(13,~~820~~694	)
Other		~~792~~1,559			13,~~598~~316
Changes in operating assets
Interest receivable		(~~221~~261	)		~~372~~67
Other assets		(~~118~~284	)		(12,~~016~~743	)
Changes in operating liabilities
Interest payable and other liabilities		~~765~~(665	)		23,~~444~~693
Accrued compensation and benefits		(2,~~959~~246	)		(1,~~977~~337	)
Net cash used in operating activities		(411,~~416~~031	)		(2,~~273~~635	)
Cash flows from investing activities:
Purchases of agency mortgage-backed securities		(4264,~~729~~790	)		(78400,~~874~~331	)
Purchases of credit securities		—			(20120,~~585~~335	)
Purchases of MSR financing receivables		(616,~~075~~201	)		(321,~~187~~220	)
Purchases of single-family residential real estate		—			(61121,~~098~~919	)
Proceeds from sales of agency mortgage-backed securities		26,016			~~259~~586,~~415~~693
Proceeds from sales of credit securities		22,578			—10,395
(Payments) proceeds from sales of single-family residential real estate		(40120	)		351
Receipt of principal payments on agency mortgage-backed securities		613,~~179~~830			1220,~~717~~463
Receipt of principal payments on credit securities		12,~~309~~269			~~308~~862
Receipt of principal payments on loans		68,~~380~~185			~~105~~212
Receipt of principal payments on mortgage loans of consolidated VIE		5,~~105~~659			1429,~~855~~278
Receipt of distributions on MSR financing receivables		415,~~931~~584			1564,~~119~~552
Restricted cash balance of VIE upon consolidation		—			9,637
Restricted cash balance of VIE upon deconsolidation		(2,719	)		—
Proceeds from derivatives and deposits, net		14,~~368~~087			35,~~026~~979
Other		50145			16,~~351~~231
Net cash provided by investing activities		2214,~~353~~523			~~153~~70,~~140~~848
Cash flows from financing activities:
Repayments of repurchase agreements, net		(3115,~~161~~609	)		(~~161~~116,~~761~~630	)
Repayments of secured debt of consolidated VIE		(3,~~495~~515	)		(1331,~~576~~652	)
Repurchase of common stock		—			(36,~~497~~739	)
Repurchase of preferred stock		—			(1,749	)
Proceeds from issuance of preferred stock		—			149
Proceeds from long-term debt secured by single-family properties		—			3883,~~632~~565
Dividends paid		(~~660~~1,319	)		(~~742~~1,449	)
Net cash used in financing activities		(3520,~~316~~443	)		(~~140~~74,~~795~~505	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(17,379	)		10,072
Net decrease in cash, cash equivalents and restricted cash		(16,951	)		(6,292	)
Cash, cash equivalents and restricted cash, beginning of period		30,212			21,786
Cash, cash equivalents and restricted cash, end of period	$	1213,~~833~~261		$	3115,~~858~~494
Supplemental cash flow information:
Cash payments for interest	$	815,~~001~~966		$	36,~~278~~625
Cash (refunds) payments for income taxes	$	(52	)	$	—
Cash payments for income taxes	$	72		$	753
Non-cash investing activity:
Assets of VIE upon consolidation	$	—		$	287,282
Assets of VIE upon deconsolidation	$	(189,360	)	$	—
Non-cash financing activity:
Liabilities of VIE upon consolidation	$	—		$	266,697
Liabilities of VIE upon deconsolidation	$	(166,783	)	$	—

See notes to consolidated financial statements.

ARLINGTON ASSET INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)

Note 1. Organization and Basis of Presentation

Arlington Asset Investment Corp. (“Arlington Asset”) and its consolidated subsidiaries (unless the context otherwise provides, collectively, the “Company”) is an investment firm that focuses primarily on investing in mortgage related assets and residential real estate. The Company’s investment capital is currently allocated between mortgage servicing rights (“MSR”) related assets, credit investments and agency mortgage-backed securities (“MBS”).

The Company’s MSR related assets represent investments for which the return is based on the economic performance of a pool of specific MSRs. The Company’s credit investments generally include investments in mortgage loans secured by either residential or commercial real property or MBS collateralized by residential or commercial mortgage loans (“non-agency MBS”) or asset-backed securities (“ABS”) collateralized by residential solar panel loans. The Company’s agency MBS consist of residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by a U.S. government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”).

The Company also previously allocated investment capital to a strategy of investing in single-family residential ("SFR") properties that consisted of acquiring, leasing and operating single-family residential homes as rental properties. During 2022, the Company sold its portfolio of SFR properties and is currently no longer anticipating allocating capital to its SFR investment strategy.

The Company is a Virginia corporation. The Company is internally managed and does not have an external investment advisor.

The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a REIT, the Company is required to distribute annually 90% of its REIT taxable income (subject to certain adjustments). So long as the Company continues to qualify as a REIT, it will generally not be subject to U.S. Federal or state corporate income taxes on its taxable income that it distributes to its shareholders on a timely basis. At present, it is the Company’s intention to distribute 100% of its taxable income, although the Company will not be required to do so. The Company intends to make distributions of its taxable income within the time limits prescribed by the Internal Revenue Code~~, which may extend into the subsequent taxable year~~.

The unaudited interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. The Company’s unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company’s consolidated financial statements include the accounts of Arlington Asset and all other entities in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Although the Company bases these estimates and assumptions on historical experience and all other reasonably available information that the Company believes to be relevant under the circumstances, such estimates frequently require management to exercise significant subjective judgment about matters that are inherently uncertain. Actual results may differ materially from these estimates.

Certain prior period amounts in the consolidated financial statements and the accompanying notes may have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on the previously reported net income, total assets or total liabilities.

Proposed Plan of Merger

On May 29, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ellington Financial Inc. (“EFC”), EF Merger Sub Inc., a wholly owned subsidiary of EFC (“Merger Sub”) and, solely for the limited purposes set forth in the Merger Agreement, Ellington Financial Management LLC (“EFC Manager”) pursuant to which the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving corporation of the Merger.

Immediately following the Merger, the surviving corporation of the Merger will be contributed to Ellington Financial Operating Partnership LLC, EFC’s operating partnership subsidiary (the “EFC Operating Partnership”), in exchange for limited liability company interests in the EFC Operating Partnership. As a result of the contribution, the surviving corporation of the Merger will become a wholly owned subsidiary of the EFC Operating Partnership. The consummation of the Merger is subject to standard closing conditions, including approval by the Company’s common shareholders, and is expected to close in the fourth quarter of 2023.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of the Company’s common stock will be converted into the right to receive (i) from EFC, 0.3619 shares of common stock of EFC and (ii) from EFC Manager, $0.09 in cash (collectively, the “Per Share Common Merger Consideration”).

Each outstanding share of the Company’s restricted common stock issued under the Company’s long-term incentive compensation plans will become fully vested and, as of the effective time of the Merger, be considered outstanding for all purposes of the Merger Agreement, including the right to receive the Per Share Common Merger Consideration. (See Note 16 – Long-Term Incentive Plan.)

Each outstanding Performance-based Stock Award, other than the outstanding Stock Price Awards, issued under the Company’s long-term incentive compensation plans will become earned and fully vested with respect to the number of shares of the Company’s common stock subject to such award immediately prior to the effective time of the Merger based on the achievement of the applicable performance goals at maximum performance levels and, as of the effective time of the Merger, will be treated as a share of the Company’s common stock for all purposes of the Merger Agreement, including the right to receive the Per Share Common Merger Consideration. Each outstanding Stock Price Award issued under the Company’s long-term incentive compensation plans will become earned and fully vested with respect to the number of shares of the Company’s common stock subject to such award immediately prior to the effective time of the Merger based on the achievement of the applicable performance goals at the actual level of performance in connection with the Merger, and, as of the effective time of the Merger, will be treated as a share of the Company’s common stock for all purposes of the Merger Agreement, including the right to receive the Per Share Common Merger Consideration. (See Note 16 – Long-Term Incentive Plan.)

Each outstanding award of deferred stock units issued to a non-employee director under the Company’s long-term incentive compensation plans will become fully vested and, as of the effective time of the Merger, be treated as a share of the Company’s common stock for all purposes of the Merger Agreement, including the right to receive the Per Share Common Merger Consideration. (See Note 16 – Long-Term Incentive Plan.)

As of the effective time of the Merger, it is expected that there will be 32,360,432 shares of the Company’s common stock eligible to receive the Per Share Merger Consideration comprised of (i) 28,360,447 outstanding shares of common stock, including 828,127 outstanding shares of restricted common stock, (ii) 3,451,713 shares of common stock earned under outstanding Performance-based Stock Awards, and (iii) 548,272 shares of deferred stock units issued to non-employee directors.

In addition, at the effective time of the Merger, (a) each share of the Company’s Series B Preferred Stock issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive one share of newly designated 7.00% Series D Cumulative Perpetual Redeemable Preferred Stock of EFC and (b) each share of the Company’s Series C Preferred Stock issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive one share of newly designated 8.250% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of EFC. (See Note 15 – Stockholders’ Equity.)

By virtue of the Merger, all debts, obligations and liabilities of the Company will become the debts, obligations and liabilities of the surviving corporation, including the Company’s outstanding trust preferred securities, 6.75% Senior Notes due 2025 and 6.000% Senior Notes due 2026. (See Note 9 – Borrowings.)

Note 2. Summary of Significant Accounting Policies

Cash Equivalents

Cash equivalents include demand deposits with banks, money market accounts and highly liquid investments with original maturities of three months or less. As of ~~March~~June 3130, 2023 and December 31, 2022, approximately 6898% and 84%, respectively, of the Company’s cash equivalents were invested in money market funds that invest primarily in U.S. Treasuries and other securities backed by the U.S. government.

Investment Security Purchases and Sales

Purchases and sales of investment securities are recorded on the settlement date of the transfer unless the trade qualifies as a “regular-way” trade and the associated commitment qualifies for an exemption from the accounting guidance applicable to derivative instruments. A regular-way trade is an investment security purchase or sale transaction that is expected to settle within the period of time following the trade date that is prevalent or traditional for that specific type of security. Any amounts payable or receivable for unsettled security trades are recorded as “sold securities receivable” or “purchased securities payable” in the consolidated balance sheets.

Interest Income Recognition for Investments in Agency MBS, Mortgage Loans of Consolidated VIEs and Credit Securities of High Credit Quality

The Company recognizes interest income for its investments in agency MBS, mortgage loans of consolidated variable interest entities (“VIEs”) and credit securities that are considered to be of high credit quality (that is, those with a Standard & Poor's rating of AA or higher or an equivalent rating from another rating agency) by applying the “interest method” permitted by GAAP, whereby purchase premiums and discounts are amortized and accreted, respectively, as an adjustment to contractual interest income accrued at each investment’s stated interest rate. The interest method is applied at the individual instrument level based upon each instrument’s effective interest rate. The Company calculates each instrument’s effective interest rate at the time of purchase or initial recognition by solving for the discount rate that equates the present value of that instrument's remaining contractual cash flows (assuming no principal prepayments) to its purchase cost. Because each instrument’s effective interest rate does not reflect an estimate of future prepayments, the Company refers to this manner of applying the interest method as the “contractual effective interest method.” When applying the contractual effective interest method, as principal prepayments occur, a proportional amount of the unamortized premium or unaccreted discount is recognized in interest income such that the contractual effective interest rate on any remaining security or loan balance is unaffected.

For mortgage loans of consolidated VIEs, the Company ceases the accrual of interest income (i.e., places the loan in non-accrual status) when it believes collectability of principal and interest in full is not reasonably assured, which generally occurs when a loan is three or more monthly payments past due, unless the loan is well secured and in the process of collection based upon an individual loan assessment. Upon placing a loan in non-accrual status, any previously accrued but uncollected interest is derecognized and a corresponding reduction to current period interest income is recorded. While a loan is in non-accrual status, the Company recognizes interest income only when interest payments occur.

Interest Income Recognition for Investments in Other Credit Securities and MSR Financing Receivables

The Company recognizes interest income for its investments in credit securities (other than those considered to be of high credit quality) and MSR financing receivables by applying the prospective level-yield methodology required by GAAP for financial assets that are either not of high credit quality at the time of acquisition or can be contractually prepaid or otherwise settled in such a way that the Company would not recover substantially all of its recorded investment. The amount of periodic interest income recognized is determined by applying the investment’s effective interest rate to its amortized cost basis (or “reference amount”). At the time of acquisition, the investment’s effective interest rate is calculated by solving for the single discount rate that equates the present value of the Company’s best estimate of the amount and timing of the cash flows expected to be collected from the investment to its purchase cost. To prepare its best estimate of cash flows expected to be collected, the Company develops a number of assumptions about the future performance of the pool of loans that serve as collateral for its investment, including assumptions about the timing and amount of prepayments and credit losses. For investments in MSR financing receivables, the Company's estimate of cash flows expected to be collected reflects all components of its mortgage servicing counterparty's payment obligation, which is comprised of cash flows referenced to the monthly net cash flows of the underlying reference pool of MSRs net of (i) the counterparty's periodic interest payments and principal repayments related to advances obtained via its third-party secured financing facility collateralized by MSRs to which the Company's MSR financing receivables are referenced and (ii) fees payable to the counterparty. In each subsequent quarterly reporting period, the amount and timing of cash flows expected to be collected from the investment are re-estimated based upon current information and events. The following table provides a description of how periodic changes in the estimate of cash flows expected to be collected affect interest income recognition prospectively for investments in credit securities and MSR financing receivables:

6Scenario: Effect on Interest Income Recognition for Investments in Credit Securities and MSR Financing Receivables:

~~expected to be collected affect interest income recognition prospectively for investments in credit securities and MSR financing receivables:~~7

~~Scenario: Effect on Interest Income Recognition for Investments in Credit Securities and MSR Financing Receivables:~~ A positive change in cash flows occurs. Actual cash flows exceed prior estimates and/or a positive change occurs in the estimate of expected remaining cash flows. A revised effective interest rate is calculated and applied prospectively such that the positive change in cash flows is recognized as incremental interest income over the remaining life of the investment. The amount of periodic interest income recognized over the remaining life of the investment will be reduced accordingly. Generally, the investment’s effective interest rate is reduced accordingly and applied on a prospective basis. However, if the revised effective interest rate is negative, the investment’s existing effective interest rate is retained while the reference amount to which the existing effective interest rate will be prospectively applied is reduced to the present value of cash flows expected to be collected, discounted at the investment’s existing effective interest rate. An adverse change in cash flows occurs. Actual cash flows fall short of prior estimates and/or an adverse change occurs in the estimate of expected remaining cash flows.

Other Significant Accounting Policies

Certain of the Company’s other significant accounting policies are summarized in the following notes:


Investments in agency MBS, subsequent measurement	Note 3
Investments in credit securities, subsequent measurement Loans held for investment, subsequent measurement Investments in MSR financing receivables, subsequent measurement Investments in SFR properties	Note 4 Note 5 Note 6 Note 7
Consolidation of variable interest entities Borrowings	Note 8 Note 9
To-be-announced agency MBS transactions, including “dollar rolls”	Note 10
Derivative instruments	Note 10
Balance sheet offsetting	Note 11
Fair value measurements Income taxes	Note 12 Note 13
Stock-based compensation	Note 16

Refer to the Company’s 2022 Annual Report on Form 10-K for a complete inventory and summary of the Company’s significant accounting policies.

Recent Accounting Pronouncements

The following table provides a brief description of recently issued accounting pronouncements and their actual or expected effect on the Company’s consolidated financial statements:

Standard	Description	Date ofAdoption	Effect on the ConsolidatedFinancial Statements
Recently Issued Accounting Guidance Not Yet Adopted
ASU Nos. 2020-04, 2021-01, and 2022-06, Reference Rate Reform (Topic 848)	The amendments in these updates provide optional practical expedients and exceptions for applying GAAP to the modification of receivables, debt or lease contracts as well as cash flow and fair value hedge accounting relationships that reference a rate, such as the London Interbank Offered Rate (“LIBOR”), that ishas ~~expected~~been ~~to be~~ discontinued because of reference rate reform. The practical expedients and exceptions provided by these updates are effective from March 12, 2020 through December 31, 2024.	Not yet adopted.	ToNo ~~date,~~material ~~any~~ modifications due to reference rate reform were necessary for the Company's receivables, debt, derivative or lease contracts. The Company has not elected to apply hedge accounting for financial reporting purposes. Accordingly, ASU Nos. 2020-04, 2021-01 and 2022-06 did not have a material effect on the Company's consolidated financial statements.

The practical expedients and exceptions provided by these updates are effective from March 12, 2020 through December 31, 2024. not had a material impact to the Company. The Company has not elected to apply hedge accounting for financial reporting purposes. The Company does not currently expect the adoption of ASU Nos. 2020-04, 2021-01 and 2022-06 to have a material effect on its consolidated financial statements.

Note 3. Investments in Agency MBS

The Company has elected to classify its investments in agency MBS as trading securities. Accordingly, the Company’s investments in agency MBS are reported in the accompanying consolidated balance sheets at fair value. As of ~~March~~June 3130, 2023 and December 31, 2022, the fair value of the Company’s investments in agency MBS was $~~460~~467,~~984~~503 and $443,540, respectively. As of ~~March~~June 3130, 2023, all the Company’s investments in agency MBS represent undivided (or “pass-through”) beneficial interests in specified pools of fixed-rate mortgage loans.

All periodic changes in the fair value of agency MBS that are not attributed to interest income are recognized as a component of “investment and derivative gain (loss), net” in the accompanying consolidated statements of comprehensive income. The following table provides additional information about the gains and losses recognized as a component of “investment and derivative gain (loss), net” in the Company’s consolidated statements of comprehensive income for the periods indicated with respect to investments in agency MBS:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net gains (losses) recognized in earnings for:
Agency MBS still held at period end	$	7(8,~~028~~015	)	$	(173,~~414~~921	)	$	(987	)	$	(3,922	)
Agency MBS sold during the period		~~(245~~—	)		(86,~~543~~670	)		(245	)		(32,626	)
Total	$	6(8,~~783~~015	)	$	(2510,~~957~~591	)	$	(1,232	)	$	(36,548	)

The Company also invests in and finances fixed-rate agency MBS on a generic pool basis through sequential series of to-be-announced security transactions commonly referred to as “dollar rolls.” Dollar rolls are accounted for as a sequential series of derivative instruments. Refer to “Note 10. Derivative Instruments” for further information about dollar rolls.

Note 4. Investments in Credit Securities

The Company has elected to classify its investments in credit securities as trading securities. Accordingly, the Company’s investments in credit securities are reported in the accompanying consolidated balance sheets at fair value. As of ~~March~~June 3130, 2023 and December 31, 2022, the fair value of the Company’s investments in credit securities was $102,~~564~~203 and $104,437, respectively. As of ~~March~~June 3130, 2023, the Company’s investments in credit securities primarily consist of non-agency MBS collateralized by pools of business purpose residential mortgage loans or commercial mortgage loans and ABS collateralized by pools of residential solar panel loans.

All periodic changes in the fair value of credit securities that are not attributed to interest income are recognized as a component of “investment and derivative gain (loss), net” in the accompanying consolidated statements of comprehensive income. The following table provides additional information about the gains and losses recognized as a component of “investment and derivative gain (loss), net” in the Company’s consolidated statements of comprehensive income for the periods indicated with respect to investments in credit securities:


	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022			2023			2022
Net gains (losses) recognized in earnings for:
Credit securities still held at period end	$	521	$	(321	)	$	(168	)	$	(675	)
Credit securities sold during the period		—		(482	)		—			(970	)
Total	$	521	$	(803	)	$	(168	)	$	(1,645	)

	Three Months Ended March 31,
	2023			2022
Net gains (losses) recognized in earnings for:
Credit securities still held at period end	$	(689	)	$	(842	)
Credit securities sold during the period		—			—
Total	$	(689	)	$	(842	)

Note 5. Loans Held for Investment

As of ~~March~~June 3130, 2023 and December 31, 2022, the Company held a position in a syndicated loan secured by a first lien position in healthcare facilities and guaranteed by the operator of the facilities. As of ~~March~~June 3130, 2023 and December 31, 2022, the total outstanding principal balance was $8276,~~243~~901 and $86,579, respectively, of which the Company held a pari-passu position of $2725,~~798~~992 and $29,264, respectively. The loan bears interest at a floating note rate equal to one-month term SOFR plus 5.61%. The loan had a maturity date of March 23, 2023. On March 23, 2023, the loan was amended to grant the borrower a three-month extension of the maturity date to June 23, 2023 and to grant the borrower an option for an additional three-month extension of the maturity date to September 23, 2023. The loan has monthly principal amortization based upon a 30-year amortization schedule with the remaining principal balance due at loan maturity.

As of December 31, 2022, the Company was party to a participation agreement pursuant to which the Company had committed to fund up to $30,000 of a $130,000 revolving credit facility that matures on July 7, 2024. Under the terms of the participation agreement, the Company was required to fund the last $30,000 of advances under the revolving credit facility. Any draws under the revolving credit facility bore interest at SOFR plus 3.86% with a SOFR floor of 1.00% and are secured by a first lien on all accounts receivable and a second lien on all other assets of the borrower. The borrower was also required to pay an unused commitment fee of 0.50%. As of December 31, 2022, the Company’s funded loan advances were $4,914, which is included in the line item "other assets" in the accompanying consolidated balance sheets. On February 27, 2023, our $30,000 commitment was terminated.

Note 6. Investments in MSR Financing Receivables

The Company does not hold the requisite licenses to purchase or hold MSRs directly. However, the Company has entered into agreements with a licensed, GSE approved residential mortgage loan servicer that enable the Company to garner the economic return of an investment in an MSR purchased by the mortgage servicing counterparty through an MSR financing transaction. Under the terms of the arrangement, for an MSR acquired by the mortgage servicing counterparty (i) the Company purchases the “excess servicing spread” from the mortgage servicer counterparty, entitling the Company to monthly distributions of the servicing fees collected by the mortgage servicing counterparty in excess of 12.5 basis points per annum (and to distributions of corresponding proceeds of sale of the MSRs), and (ii) the Company funds the balance of the MSR purchase price to the parent company of the mortgage servicing counterparty and, in exchange, has an unsecured right to payment of certain amounts determined by reference to the MSR, generally equal to the servicing fee revenue less the excess servicing spread and the costs of servicing (and to distributions of corresponding proceeds of sale of the MSRs), net of fees earned by the mortgage servicing counterparty and its affiliates including an incentive fee equal to a percentage of the total return of the MSR in excess of a hurdle rate of return. The Company has committed to invest a total minimum of $50,000 in capital with the counterparty with $25,000 of the minimum commitment expiring on December 31, 2023 and $25,000 of the minimum commitment expiring on April 1, 2024. As of March 31, 2023, the Company has fully funded its minimum capital commitment.

Under the arrangement, the Company is obligated to provide funds to the mortgage servicing counterparty to fund the counterparty’s advances of payments on the serviced pool of mortgage loans. The mortgage servicing counterparty is required to return to the Company subsequent servicing advances collected from the underlying borrowers. The mortgage servicing counterparty is entitled to reimbursement from the GSEs of any servicing advances that are not subsequently collected from the underlying borrowers. As of March 31, 2023 and December 31, 2022, the Company had provided funds of $4,202 and $6,046, respectively, to its mortgage servicing counterparty related to the counterparty’s servicing advances made pursuant to the MSRs to which the Company’s MSR financing receivables are referenced.

Asof aMarch ~~means~~23, to2023. On ~~increase~~March ~~potential~~23, ~~returns~~2023, to the ~~Company,~~loan atwas amended to grant the ~~Company’s~~borrower ~~election,~~a itthree-month ~~can~~extension ~~request~~of the ~~mortgage~~maturity ~~servicing~~date ~~counterparty~~to ~~utilize~~June ~~leverage~~23, on2023 ~~the~~and ~~MSRs~~ to ~~which~~grant the ~~Company’s~~borrower ~~MSR~~an ~~financing~~option ~~receivables~~for ~~are~~an ~~referenced~~additional tothree-month ~~finance~~extension of the ~~purchase~~maturity ofdate ~~additional~~to ~~MSRs~~September 22, 2023. AsOn ofJune ~~March 31~~23, 2023, ~~and~~the ~~December~~borrower ~~31,~~exercised ~~2022,~~its ~~the~~three-month ~~Company’s~~extension ~~counterparty~~option ~~had~~resulting ~~drawn~~in ~~$1,010~~a ~~and~~new ~~$7,863,~~maturity ~~respectively,~~date of ~~financing~~September ~~secured~~22, by2023. ~~the~~The ~~MSRs~~loan tohas ~~which~~monthly principal amortization based upon a 30-year amortization schedule with the ~~Company’s~~remaining ~~MSR~~principal ~~financing~~balance ~~receivables~~due ~~are~~at ~~referenced~~loan maturity.

~~The~~As ~~Company~~of ~~accounts~~December ~~for~~31, ~~transactions~~2022, ~~executed~~the ~~under~~Company ~~its~~was ~~arrangement~~party ~~with~~to ~~the~~a ~~mortgage~~participation ~~servicing~~agreement ~~counterparty~~pursuant asto ~~financing~~which ~~transactions~~the ~~and~~Company ~~reflects~~had ~~the~~committed ~~associated~~to ~~financing~~fund ~~receivables~~up into ~~the~~$30,000 ~~line~~of ~~item~~a ~~“MSR~~$130,000 ~~financing~~revolving ~~receivables”~~credit onfacility ~~its~~that ~~consolidated~~matures ~~balance~~on ~~sheets. The~~July ~~Company~~7, ~~has~~2024. Under ~~elected~~the toterms ~~account~~of ~~for~~the ~~its~~participation ~~MSR~~agreement, ~~financing~~the ~~receivables~~Company atwas ~~fair~~required ~~value~~to ~~with~~fund ~~changes~~the inlast ~~fair~~$30,000 ~~value~~of ~~that~~advances ~~are~~under ~~not~~the ~~attributed~~revolving tocredit ~~interest~~facility. Any ~~income~~draws ~~recognized~~under asthe arevolving ~~component~~credit offacility ~~“investment~~bore ~~and~~interest ~~derivative~~at ~~gain~~SOFR ~~(loss),~~plus ~~net”~~3.86% inwith ~~the~~a ~~accompanying~~SOFR ~~consolidated~~floor ~~statements~~ of ~~comprehensive income~~1. As00% ~~described~~and inwere ~~further~~secured ~~detail~~by ina ~~“Note~~first 2.lien ~~Summary~~on ofall ~~Significant~~accounts ~~Accounting~~receivable ~~Policies,”~~and ~~the~~a ~~Company~~second ~~recognizes~~lien ~~interest~~on ~~income~~all ~~for~~other ~~MSR~~assets ~~financing~~of ~~receivables by applying~~ the ~~prospective~~borrower. The ~~level-yield~~borrower ~~methodology~~was also required byto ~~GAAP~~pay ~~for~~an ~~financial~~unused ~~assets~~commitment ~~that~~fee ~~are~~of ~~either~~0.50%. As ~~not~~ of ~~high~~December ~~credit~~31, ~~quality~~2022, at the ~~time~~Company’s offunded ~~acquisition~~loan oradvances ~~can~~were be$4,914, ~~contractually~~which ~~prepaid~~is orincluded ~~otherwise~~in ~~settled~~the inline ~~such~~item a"other ~~way~~assets" ~~that~~in the ~~Company~~accompanying ~~would~~consolidated ~~not~~balance ~~recover~~sheets. On ~~substantially~~February ~~all~~27, of2023, ~~its~~the ~~recorded~~Company's ~~investment~~$30,000 commitment was terminated.

The Company has elected to account for its loans held for investment at fair value on a recurring basis with periodic changes in fair value recognized as a component of “investment and derivative gain (loss), net” in the accompanying consolidated statements of comprehensive income. As of ~~March~~June 3130, 2023 and December 31, 2022, the ~~fair value of the~~ Company’s investments inwere ~~MSR financing receivables was~~ $~~183~~25,~~058~~992 and $~~180~~34,~~365~~178, respectively, at fair value. The ~~following~~Company ~~table~~recognizes ~~presents~~interest ~~activity~~income ~~related~~on toits loans held for investment based upon the ~~carrying~~effective ~~value~~interest rate of the ~~Company’s~~loans ~~investments~~which inis ~~MSR~~equal ~~financing~~to ~~receivables~~the ~~for~~contractual ~~the~~note ~~periods~~rate ~~indicated:~~of each loan.

	Three Months Ended March 31,
	2023			2022
Balance at period beginning	$	180,365		$	125,018
Capital investments		6,075			3,187
Capital distributions		(4,932	)		(15,120	)
Accretion of interest income		4,685			3,382
Changes in valuation inputs and assumptions		(3,135	)		22,758
Balance at period end	$	183,058		$	139,225

Note 6. Investments in MSR Financing Receivables

The Company does not hold the requisite licenses to purchase or hold MSRs directly. However, the Company has entered into agreements with a licensed, GSE approved residential mortgage loan servicer that enable the Company to garner the economic return of an investment in an MSR purchased by the mortgage servicing counterparty through an MSR financing transaction. Under the terms of the arrangement, for an MSR acquired by the mortgage servicing counterparty (i) the Company purchases the “excess servicing spread” from the mortgage servicer counterparty, entitling the Company to monthly distributions of the servicing fees collected by the mortgage servicing counterparty in excess of 12.5 basis points per annum (and to distributions of corresponding proceeds of sale of the MSRs), and (ii) the Company funds the balance of the MSR purchase price to the parent company of the mortgage servicing counterparty and, in exchange, has an unsecured right to payment of certain amounts determined by reference to the MSR, generally equal to the servicing fee revenue less the excess servicing spread and the costs of servicing (and to distributions of corresponding proceeds of sale of the MSRs), net of fees earned by the mortgage servicing counterparty and its affiliates including an incentive fee equal to a percentage of the total return of the MSR in excess of a hurdle rate of return. During the three month period ended June 30, 2023, the Company's mortgage servicing counterparty agreed to accept an early payment in full satisfaction of the Company's remaining incentive fee payment obligations for the three-year performance periods ending December 31, 2023 and April 1, 2024 (see "Note 12. Fair Value Measurements" for further information). The Company has committed to invest a total minimum of $50,000 in capital with the counterparty with $25,000 of the minimum commitment expiring on December 31, 2023 and $25,000 of the minimum commitment expiring on April 1, 2024. As of June 30, 2023, the Company has fully funded its minimum capital commitment.

Under the arrangement, the Company is obligated to provide funds to the mortgage servicing counterparty to fund the counterparty’s advances of payments on the serviced pool of mortgage loans. The mortgage servicing counterparty is required to return to the Company subsequent servicing advances collected from the underlying borrowers. The mortgage servicing counterparty is entitled to reimbursement from the GSEs of any servicing advances that are not subsequently collected from the underlying borrowers. As of June 30, 2023 and December 31, 2022, the Company had provided funds of $3,283 and $6,046, respectively, to its mortgage servicing counterparty related to the counterparty’s servicing advances made pursuant to the MSRs to which the Company’s MSR financing receivables are referenced.

As a means to increase potential returns to the Company, at the Company’s election, it can request the mortgage servicing counterparty utilize leverage on the MSRs to which the Company’s MSR financing receivables are referenced to finance the purchase of additional MSRs. As of June 30, 2023 and December 31, 2022, the Company’s counterparty had drawn $0 and $7,863, respectively, of financing secured by the MSRs to which the Company’s MSR financing receivables are referenced.

The Company accounts for transactions executed under its arrangement with the mortgage servicing counterparty as financing transactions and reflects the associated financing receivables in the line item “MSR financing receivables” on its consolidated balance sheets. The Company has elected to account for its MSR financing receivables at fair value with changes in fair value that are not attributed to interest income recognized as a component of “investment and derivative gain (loss), net” in the accompanying consolidated statements of comprehensive income. As described in further detail in “Note 2. Summary of Significant Accounting

Policies,” the Company recognizes interest income for MSR financing receivables by applying the prospective level-yield methodology required by GAAP for financial assets that are either not of high credit quality at the time of acquisition or can be contractually prepaid or otherwise settled in such a way that the Company would not recover substantially all of its recorded investment.

As of June 30, 2023 and December 31, 2022, the fair value of the Company’s investments in MSR financing receivables was $195,893 and $180,365, respectively. The following table presents activity related to the carrying value of the Company’s investments in MSR financing receivables for the periods indicated:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Balance at period beginning	$	183,058		$	139,225		$	180,365		$	125,018
Capital investments		10,126			18,032			16,201			21,219
Capital distributions		(10,652	)		(49,432	)		(15,584	)		(64,552	)
Accretion of interest income		4,709			3,983			9,394			7,365
Changes in valuation inputs and assumptions		8,652			8,452			5,517			31,210
Balance at period end	$	195,893		$	120,260		$	195,893		$	120,260

Note 7. Investments in SFR Properties

The Company previously allocated investment capital to a strategy of investing in SFR properties that consisted of acquiring, leasing and operating single-family residential homes as rental properties. During 2022, the Company sold its portfolio of SFR properties and is currently no longer anticipating allocating capital to an SFR investment strategy. The Company conducted its SFR investment strategy through a wholly-owned subsidiary, McLean SFR Investment, LLC ("McLean SFR").

To execute its strategy of investing in SFR properties, the Company entered into an agreement with a third-party investment advisory firm to identify, acquire and manage investments in SFR properties on behalf of the Company. Under the terms of the agreement, the Company had committed to fund up to $55,000 of capital to fund the acquisition of SFR properties. On January 18, 2023, the Company's capital commitment amount was reduced to zero as a result of its sale of its remaining portfolio of SFR properties on December 1, 2022. Under the terms of the advisory agreement, the Company was obligated to pay the third-party firm a minimum fee plus an incentive fee equal to a percentage of the total investment return in excess of a hurdle rate of return. The Company terminated its agreement with the third-party investment advisory firm on April 28, 2023. Upon the termination of the agreement, the Company paid a termination fee equal to a fixed amount less inception to date minimum fees paid to the third-party firm as well as the incentive fee earned. ~~The Company accrued the termination fee and incentive fees earned as of March 31, 2023 and December 31, 2022.~~

The Company’s investments in SFR properties were initially recognized on the settlement date of their acquisition at cost. The Company allocated the initial acquisition cost of each property to land and building on the basis of their relative fair values at the time of acquisition. To determine the relative fair value of land and building at the time of acquisition, the Company used available market data, such as property specific county tax assessment records.

Subsequent to the acquisition of a property, expenditures which improved or extended the life of the property were capitalized as a component of the property’s cost basis. Expenditures for ordinary maintenance and repairs were recognized as an expense as incurred and were reported as a component of “single-family property operating expenses” in the Company’s consolidated statements of comprehensive income.

The Company subsequently recognized depreciation of each property’s buildings and capitalized improvements over the expected useful lives of those assets. The Company calculated depreciation on a straight-line basis over a useful life of 27.5 years for buildings and useful lives ranging from five to 27.5 years for capitalized improvements. The Company reported depreciation expense as a component of “single-family property operating expenses” in the Company’s consolidated statements of comprehensive income.

Pursuant to its SFR investment strategy, the Company leased its SFR properties to tenants who occupied the properties. The leases generally had terms of one year or more and were classified as operating leases. Rental revenue, net of any concessions, was recognized over the term of each lease on a straight-line basis. If the Company determined that collectability of lease payments was not probable, any lease receivables previously recognized were reversed and rental revenue was limited to cash received.

Costs directly associated with the origination of a lease, such as a commission paid to a property manager when a lease agreement was obtained, were deferred at the commencement of the lease and subsequently recognized ratably as an expense over the lease term, consistent with the recognition of rental revenue from the lease. The ratable expense recognition of lease direct costs was reported as a component of “single-family property operating expenses” in the Company’s consolidated statements of comprehensive income. In addition to the expense items previously mentioned, “single-family property operating expenses” also included accruals for, but not limited to, third-party property management fees, local real estate tax assessments, utilities, homeowners’ association dues and property insurance.

lease term, consistent with the recognition of rental revenue from the lease. The ratable expense recognition of lease direct costs was reported as a component of “single-family property operating expenses” in the Company’s consolidated statements of comprehensive income. In addition to the expense items previously mentioned, “single-family property operating expenses” also included accruals for, but not limited to, third-party property management fees, local real estate tax assessments, utilities, homeowners’ association dues and property insurance.

The Company evaluated its SFR properties for impairment whenever circumstances indicated that their carrying amounts may not be recoverable. Significant indicators of potential impairment included, but were not limited to, declines in home values, adverse changes in rental or occupancy rates and relevant unfavorable changes in the broader economy. If indicators of potential impairment existed, the Company performed a recoverability test by comparing the property’s net carrying amount to its estimate of the undiscounted future net cash flows expected to be obtained from the use and eventual disposition of the property. If the property’s carrying amount exceeded the Company’s estimate of the undiscounted future net cash flows expected to be obtained from the property, the Company would have recognized an impairment loss equal to the amount that the property’s net carrying amount exceeded the property’s estimated fair value.

From time to time, the Company identified SFR properties to be sold. At the time that any such properties were identified, the Company performed an evaluation to determine whether or not such properties should be classified as held for sale. Factors considered as part of the Company's held for sale evaluation process included whether the following conditions had been met: (i) the Company had committed to a plan to sell a property; (ii) the property was immediately available for sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell a property had been initiated; (iv) the sale of a property was probable within one year (generally determined based upon listing for sale); (v) the property was being actively marketed for sale at a price that was reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicated that it is unlikely that significant changes to the plan would be made or that the plan would be withdrawn. To the extent that these factors were all present, the Company ceased depreciating the property, measured the property at the lower of its carrying amount or its fair value less estimated costs to sell, and presented the property separately on its consolidated balance sheets.

On August 19, 2022, the Company completed a sale of 371 SFR properties for a gross sale price of $130,026 for a gain of $14,391 that is net of accrued incentive fees to the Company's third-party investment firm.

On December 1, 2022, the Company completed a sale of McLean SFR, which included all of the Company's remaining investments in SFR properties and its long-term debt facility secured by SFR properties, for a gross sale price of $87,050, including the assumption of the debt liability (see Note 9 "Borrowings"), for a gain of $1,789 that is net of accrued incentive fees and termination fees to the Company's third-party investment advisory firm.

During the three and six months ended ~~March~~June 3130, 2022, the Company recognized $~~715~~604 and $1,319, respectively, of depreciation expense related to its SFR properties.

Note 8. Consolidation of Variable Interest Entities

The vehicles that issue the Company’s investments in securitized mortgage assets are considered VIEs. The Company is required to consolidate any VIE in which it holds a variable interest if it determines that it holds a controlling financial interest in the VIE and is, therefore, determined to be the primary beneficiary of the VIE. The Company is determined to be the primary beneficiary of a VIE in which it holds a variable interest if it both (i) holds the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The economic performance of the trusts that issue the Company’s investments in securitized mortgage assets is most significantly impacted by the performance of the mortgage loans that are held by the trusts. The party that is determined to have the most power to direct the loss mitigation actions that are taken with respect to delinquent or otherwise troubled mortgage loans held by the trust is, therefore, deemed to hold the most power to direct the activities that most significantly impact the trust’s economic performance. As a passive investor, the Company does not have the power to direct the loss mitigation activities of most of the trusts that have issued its securitized mortgage assets.

11 On September 30, 2020, the Company acquired for $10,693 an investment that represents a majority interest in the first loss position of a securitized pool of business purpose residential mortgage loans. As majority holder of the first loss position, the Company is required to approve any material loss mitigation action proposed by the servicer with respect to a troubled loan. The Company also has the option (but not the obligation) to purchase delinquent loans from the trust. As a result of these contractual rights, the Company determined that it is the party with the most power to direct the loss mitigation activities and, therefore, the economic performance of the trust. As holder of the majority of the first loss position issued by the trust, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the trust. Accordingly, the Company

the most power to direct the loss mitigation actions that are taken with respect to delinquent or otherwise troubled mortgage loans held by the trust is, therefore, deemed to hold the most power to direct the activities that most significantly impact the trust’s economic performance. As a passive investor, the Company does not have the power to direct the loss mitigation activities of most of the trusts that have issued its securitized mortgage assets. 12

On September 30, 2020, the Company acquired for $10,693 an investment that represents a majority interest in the first loss position of a securitized pool of business purpose residential mortgage loans. As majority holder of the first loss position, the Company is required to approve any material loss mitigation action proposed by the servicer with respect to a troubled loan. The Company also has the option (but not the obligation) to purchase delinquent loans from the trust. As a result of these contractual rights, the Company determined that it is the party with the most power to direct the loss mitigation activities and, therefore, the economic performance of the trust. As holder of the majority of the first loss position issued by the trust, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the trust. Accordingly, the Company determined that it is the primary beneficiary of the trust and consolidated the trust’s assets and liabilities owed to third parties onto its consolidated balance sheets.

On February 3, 2022, the Company acquired for $20,585 investments in the first loss position and the excess interest-only strip of a securitized pool of recently originated, performing “non-qualified” residential mortgage loans. The Company’s investment in the excess interest-only strip provided it with the option (but not the obligation) to purchase delinquent loans from the trust. As a result of this contractual right, the Company determined that it had the power to circumvent the loss mitigation activities that would otherwise be performed by the servicer and, therefore, was the party with the most power to impact the economic performance of the trust. As a result of its investments, the Company also had the obligation to absorb losses or the right to receive benefits that could potentially be significant to the trust. Accordingly, the Company determined that it was the primary beneficiary of the trust and consolidated the trust’s assets and liabilities owed to third parties onto its consolidated balance sheets. On March 7, 2023, the Company sold all of its investments in the securitized pool of "non-qualified" residential mortgage loans and, as a result, deconsolidated the issuing securitization trust.

The carrying values of the assets and liabilities of the consolidated VIEs, net of elimination entries, are as follows as of the dates indicated:

	March 31, 2023
	June 30, 2023
	VIE of Business Purpose Residential Mortgage Loans			VIE of Residential Mortgage Loans		Total
Cash of consolidated VIEs	$	—229		$	—	$	—229
Restricted cash of consolidated VIEs (1)		—12			—		—12
Mortgage loans of consolidated VIEs, at fair value		~~1,344~~910			—		~~1,344~~910
Other assets of consolidated VIEs		1,~~850~~114			—		1,~~850~~114
Secured debt of consolidated VIEs, at fair value		(~~160~~113	)		—		(~~160~~113	)
Other liabilities of consolidated VIEs		—			—		—
Net investment in consolidated VIEs	$	32,~~034~~152		$	—	$	32,~~034~~152

(1)

Restricted cash represents cash collected by the trust that must be used solely to satisfy the liabilities of the VIE in the month following collection.


	December 31, 2022
	VIE of Business Purpose Residential Mortgage Loans			VIE of Residential Mortgage Loans			Total
Cash of consolidated VIEs	$	296		$	—		$	296
Restricted cash of consolidated VIEs (1)		16			2,175			2,191
Mortgage loans of consolidated VIEs, at fair value		2,320			191,637			193,957
Other assets of consolidated VIEs		1,389			678			2,067
Secured debt of consolidated VIEs, at fair value		(200	)		(169,145	)		(169,345	)
Other liabilities of consolidated VIEs		(1	)		(261	)		(262	)
Net investment in consolidated VIEs	$	3,820		$	25,084		$	28,904

(1)

Restricted cash represents cash collected by the trust that must be used solely to satisfy the liabilities of the VIE in the month following collection.

The debt of the Company’s consolidated VIEs have recourse solely to the assets of the respective VIE; it has no recourse to the general credit of the Company.

Consolidated VIE of Business Purpose Residential Mortgage Loans

The pool of business purpose residential mortgage loans held by the consolidated VIE consists of fixed-rate, short-term, interest-only mortgage loans (with the full amount of principal due at maturity) made to professional real estate investors and are secured by first lien positions in non-owner occupied residential real estate. The properties that secure these mortgage loans often require construction, repair or rehabilitation. The repayment of the mortgage loans is often largely based on the ability of the borrower to sell the mortgaged property or to convert the property for rental purposes and obtain refinancing in the form of a longer-term loan.

Consolidated VIE of Residential Mortgage Loans

On March 7, 2023, the Company sold all of its investments in the securitized pool of residential mortgage loans and, as a result, deconsolidated the issuing securitization trust. The pool of mortgage loans of the previously consolidated VIE consisted of performing, first lien “non-qualified” residential mortgage loans. “Non-qualified” residential mortgage loans are loans that do not fully comply with the “ability-to-repay” rule and related guidelines of the Truth-in-Lending Act established by the Consumer Finance Protection Bureau pursuant to the authority granted under the Dodd-Frank Act. A “qualified” residential mortgage loan (i.e., a residential mortgage loan that fully complies with the “ability-to-repay” rule of the Truth-in-Lending Act) must meet certain debt-to-income ratio requirements and cannot have certain features, such as an interest-only period, negative amortization, balloon payments or terms longer than 30 years. Qualified mortgage loans have limited upfront fees and points and, generally, cannot have prepayment penalties except for limited circumstances. Lenders of qualified mortgage loans are afforded certain legal protections not available to non-qualified mortgage loan lenders.

Accounting for Consolidated VIEs

The Company has elected to account for the mortgage loans and debt of its consolidated VIEs at fair value with changes in fair value that are not attributed to interest income or interest expense, respectively, recognized as a component of “investment and derivative gain (loss), net” in the accompanying consolidated statements of comprehensive income.

As described in further detail in “Note 2. Summary of Significant Accounting Policies,” the Company recognizes interest income for the mortgage loans of its consolidated VIEs by applying the “interest method” permitted by GAAP, whereby the premium or discount recognized at the initial recognition of each loan is amortized or accreted as an adjustment to contractual interest income accrued at the loan’s contractual interest rate. The Company ceases the accrual of interest income for a mortgage loan (i.e., places the loan in non-accrual status) when it believes collectability of principal and interest in full is not reasonably assured, which generally occurs when a loan is three or more monthly payments past due, unless the loan is well secured and in the process of collection based upon an individual loan assessment. Upon placing a loan in non-accrual status, any previously accrued but uncollected interest is derecognized and a corresponding reduction to current period interest income is recorded.

The following table presents information about the accrual status of the loans of the Company’s consolidated VIE of business purpose residential mortgage loans as of ~~March~~June 3130, 2023:

	Aggregate Fair Value		Aggregate Unpaid Principal Balance		Difference
Less than 90 days past due and in accrual status	$	—	$	—	$	—
90 days or more past due and in non-accrual status		~~1,344~~910		~~1,371~~970		(2760	)
Total mortgage loans of consolidated VIE	$	~~1,344~~910	$	~~1,371~~970	$	(2760	)

Note 9. Borrowings

Repurchase Agreements

The Company finances the purchase of mortgage investments through repurchase agreements, which are accounted for as collateralized borrowing arrangements. In a repurchase transaction, the Company sells a mortgage investment to a counterparty under a master repurchase agreement in exchange for cash and concurrently agrees to repurchase the same asset at a future date in an amount equal to the cash initially exchanged plus an agreed-upon amount of interest. Mortgage investments sold under agreements to repurchase remain on the Company’s consolidated balance sheets because the Company maintains effective control over such assets throughout the duration of the arrangement. Throughout the contractual term of a repurchase agreement, the Company recognizes a “repurchase agreement” liability on its consolidated balance sheets to reflect the obligation to repay to the counterparty the proceeds received upon the initial transfer of the mortgage investment. The difference between the proceeds received by the Company upon the initial transfer of the mortgage investment and the contractually agreed-upon repurchase price is recognized as interest expense ratably over the term of the repurchase arrangement.

“repurchase agreement” liability on its consolidated balance sheets to reflect the obligation to repay to the counterparty the proceeds received upon the initial transfer of the mortgage investment. The difference between the proceeds received by the Company upon the initial transfer of the mortgage investment and the contractually agreed-upon repurchase price is recognized as interest expense ratably over the term of the repurchase arrangement.

Amounts borrowed pursuant to repurchase agreements are equal in value to a specified percentage of the fair value of the pledged collateral. The Company retains beneficial ownership of the pledged collateral throughout the term of the repurchase agreement. The counterparty to the repurchase agreements may require that the Company pledge additional securities or cash as additional collateral to secure borrowings when the value of the collateral declines.

The Company’s MBS repurchase agreement arrangements generally carry a fixed rate of interest and are short-term in nature with contract durations generally ranging from 30 to 60 days, but may be as short as one day or as long as one year. The Company’s mortgage loan repurchase agreement arrangement has a maturity date of October 23, 2023 and an interest rate that resets monthly at a rate equal to SOFR plus 2.61%. Under the terms of the Company’s mortgage loan repurchase agreement, the Company may request extensions of the maturity date of the agreement for up to 364 days, subject to the lender’s approval.

As of March 31, 2023 and December 31, 2022, the Company had no amount at risk with a single repurchase agreement counterparty or lender greater than 10% of equity. The following table provides information regarding the Company’s outstanding repurchase agreement borrowings as of the dates indicated:

	March 31, 2023			December 31, 2022
Agency MBS repurchase financing:
Repurchase agreements outstanding	$	385,923		$	406,072
Agency MBS collateral, at fair value		413,190			425,023
Net amount (1)		27,267			18,951
Weighted-average rate		4.94	%		4.47	%
Weighted-average term to maturity	13.0 days			12.0 days
Non-agency MBS repurchase financing:
Repurchase agreements outstanding	$	79,372		$	88,953
MBS collateral, at fair value		88,015			98,933
Net amount (1)		8,643			9,980
Weighted-average rate		5.53	%		5.02	%
Weighted-average term to maturity	20.0 days			20.0 days
Mortgage loans repurchase financing:
Repurchase agreements outstanding	$	19,053		$	20,485
Mortgage loans collateral, at fair value		27,798			29,264
Net amount (1)		8,745			8,779
Weighted-average rate		7.34	%		6.84	%
Weighted-average term to maturity	206.0 days			235.0 days
Total mortgage investments repurchase financing:
Repurchase agreements outstanding	$	484,348		$	515,510
Mortgage investments collateral, at fair value		529,003			553,220
Net amount (1)		44,655			37,710
Weighted-average rate		5.13	%		4.66	%
Weighted-average term to maturity	21.7 days			22.2 days

Net amount represents the value of collateral in excess of corresponding repurchase obligation. The amount of collateral at-risk is limited to the outstanding repurchase obligation and not the entire collateral balance.

The following table provides information regarding the Company’s outstanding repurchase agreement borrowings during the three months ended March 31, 2023 and 2022:

	March 31, 2023			March 31, 2022
Weighted-average outstanding balance during the three months ended	$	505,369		$	342,364
Weighted-average rate during the three months ended		4.85	%		0.32	%

rate equal to SOFR plus 2.61%. Under the terms of the Company’s mortgage loan repurchase agreement, the Company may request extensions of the maturity date of the agreement for up to 364 days, subject to the lender’s approval.

As of June 30, 2023 and December 31, 2022, the Company had no amount at risk with a single repurchase agreement counterparty or lender greater than 10% of equity. The following table provides information regarding the Company’s outstanding repurchase agreement borrowings as of the dates indicated:


	June 30, 2023			December 31, 2022
Agency MBS repurchase financing:
Repurchase agreements outstanding	$	403,160		$	406,072
Agency MBS collateral, at fair value		423,409			425,023
Net amount (1)		20,249			18,951
Weighted-average rate		5.31	%		4.47	%
Weighted-average term to maturity	13.0 days			12.0 days
Non-agency MBS repurchase financing:
Repurchase agreements outstanding	$	79,493		$	88,953
MBS collateral, at fair value		88,716			98,933
Net amount (1)		9,223			9,980
Weighted-average rate		5.84	%		5.02	%
Weighted-average term to maturity	19.0 days			20.0 days
Mortgage loans repurchase financing:
Repurchase agreements outstanding	$	17,247		$	20,485
Mortgage loans collateral, at fair value		25,992			29,264
Net amount (1)		8,745			8,779
Weighted-average rate		7.75	%		6.84	%
Weighted-average term to maturity	115.0 days			235.0 days
Total mortgage investments repurchase financing:
Repurchase agreements outstanding	$	499,900		$	515,510
Mortgage investments collateral, at fair value		538,117			553,220
Net amount (1)		38,217			37,710
Weighted-average rate		5.48	%		4.66	%
Weighted-average term to maturity	17.5 days			22.2 days

(1)

The following table provides information regarding the Company’s outstanding repurchase agreement borrowings during the three and six months ended June 30, 2023 and 2022:


	June 30, 2023			June 30, 2022
Weighted-average outstanding balance during the three months ended	$	490,524		$	282,725
Weighted-average rate during the three months ended		5.33	%		1.07	%
Weighted-average outstanding balance during the six months ended	$	497,947		$	312,544
Weighted-average rate during the six months ended		5.08	%		0.66	%

Long-Term Unsecured Debt

As of ~~March~~June 3130, 2023 and December 31, 2022, the Company had $86,~~508~~611 and $86,405, respectively, of outstanding long-term unsecured debentures, net of unamortized debt issuance costs of $1,~~173~~070 and $1,276, respectively. The Company’s long-term unsecured debentures consisted of the following as of the dates indicated:

	March 31, 2023									December 31, 2022
	June 30, 2023									December 31, 2022
	SeniorNotes Due 2025			SeniorNotes Due 2026			TrustPreferred Debt			SeniorNotes Due 2025			SeniorNotes Due 2026			TrustPreferred Debt
Outstanding Principal	$	34,931		$	37,750		$	15,000		$	34,931		$	37,750		$	15,000
Annual Interest Rate		6.75	%		6.000	%	~~LIBOR~~Three Month Term SOFR +2.2551 - 3.0026 %				6.75	%		6.000	%	Three Month LIBOR+2.25 - 3.00 %
Interest Payment Frequency	Quarterly			Quarterly			Quarterly			Quarterly			Quarterly			Quarterly
Weighted- Average Interest Rate		6.75	%		6.000	%		7.58	%		6.75	%		6.000	%		6.83	%
Weighted-Average Interest Rate		6.75	%		6.000	%		8.01	%		6.75	%		6.000	%		6.83	%
Maturity	March 15, 2025			August 1, 2026			2033 - 2035			March 15, 2025			August 1, 2026			2033 - 2035

The Senior Notes due 2025 and the Senior Notes due 2026 are publicly traded on the New York Stock Exchange under the ticker symbols “AIC” and “AAIN,” respectively. The Senior Notes due 2025 and Trust Preferred Debt may be redeemed in whole or in part at any time and from time to time at the Company’s option at a redemption price equal to the principal amount plus accrued and unpaid interest. The Senior Notes due 2026 may be redeemed in whole or in part at any time and from time to time at the Company’s option on or after August 1, 2023 at a redemption price equal to the principal amount plus accrued and unpaid interest. The indenture governing the Senior Notes contains certain covenants, including limitations on the Company’s ability to merge or consolidate with other entities or sell or otherwise dispose of all or substantially all of the Company’s assets.

Long-Term Debt Secured by Single-family Properties

On September 28, 2021, McLean SFR, a wholly-owned subsidiary of Arlington Asset, entered into a loan agreement with a third-party lender to fund McLean SFR’s purchases of SFR properties. As a result of the sale of McLean SFR on December 1, 2022, the obligations under the loan agreement were assumed by the acquiror of McLean SFR (see Note 7 "Investments in Single-Family Residential Properties").

Under the terms of the loan agreement, loan advances were available to be drawn up to 74% of the fair value of eligible SFR properties up to a maximum loan amount of $150,000. Advances under the loan agreement were able to be drawn during the advance period, which would end on the earlier of the date the outstanding principal balance equals the maximum loan amount or March 28, 2023. The outstanding principal balance was due on October 9, 2026 and advances under the loan agreement bore interest at a fixed rate of 2.76%. The loan was secured by a first priority interest in all the assets of McLean SFR and a first priority pledge of the equity interest of McLean SFR.

Note 10. Derivative Instruments

In the normal course of its operations, the Company is a party to financial instruments that are accounted for as derivative instruments. Derivative instruments are recorded at fair value as either “other assets” or “other liabilities” in the consolidated balance sheets, with all periodic changes in fair value reflected as a component of “investment and derivative gain (loss), net” in the consolidated statements of comprehensive income. Cash receipts or payments related to derivative instruments are classified as investing activities within the consolidated statements of cash flows.

Types and Uses of Derivative Instruments

Interest Rate Hedging Instruments

The Company is party to interest rate hedging instruments that are intended to economically hedge changes, attributable to changes in benchmark interest rates, in agency MBS and MSR financing receivable fair values and future interest cash flows on the Company’s short-term financing arrangements. Interest rate hedging instruments may include centrally cleared interest rate swaps, exchange-traded instruments, such as U.S. Treasury note futures, Eurodollar futures, interest rate swap futures and options on futures, and non-exchange-traded instruments such as options on agency MBS. While the Company uses its interest rate hedging instruments

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Company’s short-term financing arrangements. Interest rate hedging instruments may include centrally cleared interest rate swaps, exchange-traded instruments, such as U.S. Treasury note futures, Eurodollar futures, interest rate swap futures and options on futures, and non-exchange-traded instruments such as options on agency MBS. While the Company uses its interest rate hedging instruments to economically hedge a portion of its interest rate risk, it has not designated such contracts as hedging instruments for financial reporting purposes.

The Company exchanges cash “variation margin” with the counterparties to its interest rate hedging instruments on a daily basis based upon daily changes in fair value as measured by the Chicago Mercantile Exchange (“CME”), the central clearinghouse through which those instruments are cleared. In addition, the CME requires market participants to deposit and maintain an “initial margin” amount which is determined by the CME and is generally intended to be set at a level sufficient to protect the CME from the maximum estimated single-day price movement in that market participant’s contracts. However, futures commission merchants may require “initial margin” in excess of the CME’s requirement. Receivables recognized for the right to reclaim cash initial margin posted in respect of interest rate hedging instruments are included in the line item “deposits” in the accompanying consolidated balance sheets.

The daily exchange of variation margin associated with a centrally cleared or exchange-traded hedging instrument is legally characterized as the daily settlement of the instrument itself, as opposed to a pledge of collateral. Accordingly, the Company accounts for the daily receipt or payment of variation margin associated with its interest rate swaps and futures as a direct reduction to the carrying value of the derivative asset or liability, respectively. The carrying amount of interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments generally represents the change in fair value that occurred on the last trading day of the reporting period.

To-Be-Announced Agency MBS Transactions, Including “Dollar Rolls”

In addition to interest rate hedging instruments that are used for interest rate risk management, the Company is a party to derivative instruments that economically serve as investments, such as forward commitments to purchase fixed-rate “pass-through” agency MBS on a non-specified pool basis, which are known as to-be-announced (“TBA”) securities. A TBA security is a forward commitment for the purchase or sale of a fixed-rate agency MBS at a predetermined price, face amount, issuer, coupon, and stated maturity for settlement on an agreed upon future date. The specific agency MBS that will be delivered to satisfy the TBA trade is not known at the inception of the trade. The specific agency MBS to be delivered is determined 48 hours prior to the settlement date. The Company accounts for TBA securities as derivative instruments because the Company cannot assert that it is probable at inception and throughout the term of an individual TBA commitment that its settlement will result in physical delivery of the underlying agency MBS, or the individual TBA commitment will not settle in the shortest time period possible.

The Company’s agency MBS investment portfolio may include net purchase (or “net long”) positions in TBA securities, which are primarily the result of executing sequential series of “dollar roll” transactions. The Company executes dollar roll transactions as a means of investing in and financing non-specified fixed-rate agency MBS. Such transactions involve effectively delaying (or “rolling”) the settlement of a forward purchase of a TBA agency MBS by entering into an offsetting sale with the same counterparty prior to the settlement date, net settling the “paired-off” positions in cash, and contemporaneously entering, with the same counterparty, another forward purchase of a TBA agency MBS of the same characteristics for a later settlement date. TBA securities purchased for a forward settlement month are generally priced at a discount relative to TBA securities sold for settlement in the current month. This discount, often referred to as the dollar roll “price drop,” reflects compensation for the net interest income (interest income less financing costs) that is foregone as a result of economically relinquishing beneficial ownership of the MBS for the duration of the dollar roll (also known as “dollar roll income”). By executing a sequential series of dollar roll transactions, the Company is able to create the economic experience of investing in an agency MBS, financed with a repurchase agreement, over a period of time. Forward purchases and sales of TBA securities are accounted for as derivative instruments in the Company’s financial statements. Accordingly, dollar roll income is recognized as a component of “investment and derivative gain (loss), net” along with all other periodic changes in the fair value of TBA commitments.

In addition to transacting in net long positions in TBA securities for investment purposes, the Company may also, from time to time, transact in net sale (or “net short”) positions in TBA securities for the purpose of economically hedging a portion of the sensitivity of the fair value of the Company’s investments in agency MBS to changes in interest rates.

In addition to TBA transactions, the Company may, from time to time, enter into commitments to purchase or sell specified agency MBS that do not qualify as regular-way security trades. Such commitments are also accounted for as derivative instruments.

Under the terms of commitments to purchase or sell TBAs or specified agency MBS, the daily exchange of variation margin may occur based on changes in the fair value of the underlying agency MBS if a party to the transaction demands it. Receivables recognized for the right to reclaim cash collateral posted by the Company in respect of agency MBS purchase or sale commitments is included in the line item “deposits” in the accompanying consolidated balance sheets. Liabilities recognized for the obligation to

1617

recognized for the right to reclaim cash collateral posted by the Company in respect of agency MBS purchase or sale commitments is included in the line item “deposits” in the accompanying consolidated balance sheets. Liabilities recognized for the obligation to return cash collateral received by the Company in respect of agency MBS purchase or sale commitments is included in the line item “other liabilities” in the accompanying consolidated balance sheets.

Derivative Instrument Population and Fair Value

The following table presents the fair value of the Company’s derivative instruments as of the dates indicated:

	March 31, 2023					December 31, 2022
	June 30, 2023					December 31, 2022
	Assets		Liabilities			Assets		Liabilities
Interest rate swaps	$	~~117~~—	$	(113	)	$	8	$	—
TBA commitments		231,857		(~~10,637~~353	)		5,652		(22	)
Total	$	~~140~~1,857	$	(~~10,648~~356	)	$	5,660	$	(22	)

Interest Rate Swaps

The Company’s Secured Overnight Financing Rate (“SOFR”) based interest rate swap agreements represent agreements to make (or receive) annual interest payments based upon a fixed interest rate and receive (or make) annual variable interest payments based upon the daily SOFR over the preceding annual period.

The following table presents information about the Company’s interest rate swap agreements that were in effect as of ~~March~~June 3130, 2023:

			Weighted-average:
	Notional Amount		Fixed Receive (Pay) Rate			Variable (Pay) Receive Rate			Net (Pay) Receive Rate			Remaining Life (Years)		Fair Value
Receive-fixed	$	60,000		3.58	%		(45.8206	)%		(1.2448	)%		54.74	$	~~117~~(1	)
Pay-fixed		25,000		(4.20	)%		45.8206	%		0.6286	%		21.86		(112	)
Total / weighted-average	$	85,000		1.29	%		(12.9808	)%		(0.6979	)%		43.96	$	~~106~~(3	)

The following table presents information about the Company’s interest rate swap agreements that were in effect as of December 31, 2022:


			Weighted-average:
	Notional Amount		Fixed Receive (Pay) Rate			Variable (Pay) Receive Rate			Net (Pay) Receive Rate			Remaining Life (Years)		Fair Value
Receive-fixed	$	60,000		3.58	%		(4.30	)%		(0.72	)%		4.9	$	8

TBA Commitments

The following tables present information about the Company’s TBA commitments as of the dates indicated:

	March 31, 2023
	June 30, 2023
	Notional Amount:Net Purchase (Sale)Commitment			Contractual Forward Price			Market Price			Fair Value
3.0% 30-year MBS sale commitments	$	(7067,000	)	$	(6159,~~009~~315	)	$	(6258,~~725~~944	)	$	~~(1,716~~371	)
4.0% 30-year MBS purchase commitments		5040,000			4737,~~957~~875			4737,~~781~~522			(~~176~~353	)
4.0% 30-year MBS sale commitments		(~~140~~90,000	)		(~~130~~84,~~665~~818	)		(~~133~~84,~~788~~424	)		~~(3,123~~394	)
4.5% 30-year MBS sale commitments		(~~229~~247,000	)		(~~218~~238,~~642~~482	)		(~~224~~237,~~241~~390	)		(51,~~599~~092	)
Total TBA commitments, net	$	(~~389~~364,000	)	$	(~~362~~344,~~359~~740	)	$	(~~372~~343,~~973~~236	)	$	~~(10~~1,~~614~~504	)

1718


	December 31, 2022
	Notional Amount: Net Purchase (Sale) Commitment			Contractual Forward Price			Market Price			Fair Value
3.0% 30-year MBS sale commitments	$	(70,000	)	$	(62,828	)	$	(61,516	)	$	1,312
4.0% 30-year MBS sale commitments		(150,000	)		(142,255	)		(140,830	)		1,425
4.5% 30-year MBS sale commitments		(205,000	)		(200,365	)		(197,472	)		2,893
Total TBA commitments, net	$	(425,000	)	$	(405,448	)	$	(399,818	)	$	5,630

Derivative Instrument Gains and Losses

The following tables provide information about the derivative gains and losses recognized within the periods indicated:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Interest rate derivatives:
Interest rate swaps:
Net interest expense (1)	$	(~~118~~172	)	$	(~~291~~282	)	$	(290	)	$	(573	)
Unrealized gains, net		792			3,466
Unrealized (losses) gains, net		(1,114	)		3,231			(322	)		6,697
Gains realized upon early termination, net		~~385~~—			~~3,161~~288			385			3,449
Total interest rate swap gains, net		1,059			6,336
Total interest rate swap (losses) gains, net		(1,286	)		3,237			(227	)		9,573
U.S. Treasury note futures, net		—			~~(782~~—	)		—			(782	)
Options on U.S. Treasury note futures, net		—			(4—	)		—			(4	)
Total interest rate derivative gains, net		1,059			5,550
Total interest rate derivative (losses) gains, net		(1,286	)		3,237			(227	)		8,787
TBA commitments:
TBA dollar roll income (2)		74683			~~823~~280			757			1,103
Other losses on TBA commitments, net		(6,543	)		(4,706	)
Other gains (losses) on TBA commitments, net		6,564			(263	)		21			(4,969	)
Total losses on TBA commitments, net		(6,469	)		(3,883	)
Total gains (losses) on TBA commitments, net		7,247			17			778			(3,866	)
Total derivative (losses) gains, net	$	(5,410	)	$	1,667
Total derivative gains, net	$	5,961		$	3,254		$	551		$	4,921

(1)

Represents the periodic net interest settlement incurred during the period (often referred to as “net interest carry”). Also includes “price alignment interest” income earned or expense incurred on cumulative variation margin paid or received, respectively, associated with centrally cleared interest rate swap agreements.

(2)

Represents the price discount of forward-settling TBA purchases (sales) relative to a contemporaneously executed “spot” TBA sale (purchase), which economically equates to net interest income (expense) that is earned (incurred) ratably over the period beginning on the settlement date of the sale (purchase) and ending on the settlement date of the forward-settling purchase (sale).

Derivative Instrument Activity

The following tables summarize the volume of activity, in terms of notional amount, related to derivative instruments for the periods indicated:

	For the Three Months Ended March 31, 2023
	For the Three Months Ended June 30, 2023
	Beginning ofPeriod		Additions		ScheduledSettlements			EarlyTerminations			End of Period
Interest rate swaps	$	6085,000	$	~~50,000~~—	$	—		$	~~(25,000~~—	)	$	85,000
TBA commitments, net		~~425~~389,000		1,~~353~~205,000		(1,~~389~~230,000	)		—			~~389~~364,000

	For the Three Months Ended March 31, 2022
	For the Three Months Ended June 30, 2022
	Beginning ofPeriod		Additions		Scheduled Settlements			EarlyTerminations			End of Period
Interest rate swaps	$	~~150~~175,000	$	7075,000	$	—		$	(4520,000	)	$	~~175~~230,000
10-year U.S. Treasury note futures		25,000		50,000		(50,000	)		(25,000	)		—
TBA commitments, net		—		430,000		(275,000	)		—			155,000
Purchased call options on 10-year U.S. Treasury note futures		25,000		—		(25,000	)		—			—
TBA commitments, net		—		325,000		(325,000	)		—			—

1819


	For the Six Months Ended June 30, 2023
	Beginning of Period		Additions		Scheduled Settlements			Early Terminations			End of Period
Interest rate swaps	$	60,000	$	50,000	$	—		$	(25,000	)	$	85,000
TBA commitments, net		425,000		2,558,000		(2,619,000	)		—			364,000


	For the Six Months Ended June 30, 2022
	Beginning of Period		Additions		Scheduled Settlements			Early Terminations			End of Period
Interest rate swaps	$	150,000	$	145,000	$	—		$	(65,000	)	$	230,000
10-year U.S. Treasury note futures		25,000		50,000		(50,000	)		(25,000	)		—
Purchased call options on 10-year U.S. Treasury note futures		25,000		—		(25,000	)		—			—
TBA commitments, net		—		755,000		(600,000	)		—			155,000

Cash Collateral Posted and Received for Derivative and Other Financial Instruments

The following table presents information about the cash collateral posted by the Company in respect of its derivative and other financial instruments, which is included in the line item “deposits” in the accompanying consolidated balance sheets, for the dates indicated:

	March 31, 2023		December 31, 2022
	June 30, 2023		December 31, 2022
Cash collateral posted for:
Interest rate swaps (cash initial margin)	$	1,~~690~~643	$	1,823
TBA commitments, net		~~9,481~~778		—
Total cash collateral posted, net	$	112,~~171~~421	$	1,823

Note 11. Offsetting of Financial Assets and Liabilities

The agreements that govern certain of the Company’s derivative instruments and collateralized short-term financing arrangements provide for a right of setoff in the event of default or bankruptcy with respect to either party to such transactions. The Company presents derivative assets and liabilities as well as collateralized short-term financing arrangements on a gross basis.

Receivables recognized for the right to reclaim cash initial margin posted in respect of interest rate derivative instruments are included in the line item “deposits” in the accompanying consolidated balance sheets.

The daily exchange of variation margin associated with a centrally cleared or exchange-traded derivative instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, the Company accounts for the daily receipt or payment of variation margin associated with its interest rate swaps and futures as a direct reduction to the carrying value of derivative asset or liability, respectively. The carrying amount of interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments generally represents the change in fair value that occurred on the last day of the reporting period.

The following tables present information, as of the dates indicated, about the Company’s derivative instruments, short-term borrowing arrangements, and associated collateral, including those subject to master netting (or similar) arrangements:

	As of March 31, 2023
	As of June 30, 2023
	Gross AmountRecognized		Amount Offsetin theConsolidatedBalance Sheets		Net AmountPresented in theConsolidatedBalance Sheets		Gross Amount Not Offset in theConsolidated Balance Sheets						NetAmount
							FinancialInstruments (1)			CashCollateral (2)
Assets:
Derivative instruments:
Interest rate swaps	$	117	$	—	$	117	$	(11	)	$	—		$	106
TBA commitments	$	1,857	$	—	$	1,857	$	(353	)	$	—		$	1,504
TBA commitments		23		—		23		(23	)		—			—
Total derivative instruments		1,857		—		1,857		(353	)		—			1,504
Total derivative instruments		140		—		140		(34	)		—			106
Total assets	$	1,857	$	—	$	1,857	$	(353	)	$	—		$	1,504
Total assets	$	140	$	—	$	140	$	(34	)	$	—		$	106
Liabilities:
Derivative instruments:
Interest rate swaps	$	113	$	—	$	113	$	~~(11~~—	)	$	—(3	)	$	—
TBA commitments		~~10,637~~353		—		~~10,637~~353		(23353	)		~~(9,481~~—	)		~~1,133~~—
Total derivative instruments		~~10,648~~356		—		~~10,648~~356		(34353	)		(~~9,481~~3	)		~~1,133~~—
Repurchase agreements		~~484~~499,~~348~~900		—		~~484~~499,~~348~~900		(~~484~~499,~~348~~900	)		—			—
Total liabilities	$	~~494~~500,~~996~~256	$	—	$	~~494~~500,~~996~~256	$	(~~484~~500,~~382~~253	)	$	(~~9,481~~3	)	$	~~1,133~~—


	As of December 31, 2022
	Gross Amount Recognized		Amount Offset in the Consolidated Balance Sheets		Net Amount Presented in the Consolidated Balance Sheets		Gross Amount Not Offset in the Consolidated Balance Sheets					Net Amount
							Financial Instruments (1)			Cash Collateral (2)
Assets:
Derivative instruments:
TBA commitments	$	5,652	$	—	$	5,652	$	(22	)	$	—	$	5,630
Interest rate swaps		8		—		8		—			—		8
Total derivative instruments		5,660		—		5,660		(22	)		—		5,638
Total assets	$	5,660	$	—	$	5,660	$	(22	)	$	—	$	5,638
Liabilities:
Derivative instruments:
TBA commitments	$	22	$	—	$	22	$	(22	)	$	—	$	—
Total derivative instruments		22		—		22		(22	)		—		—
Repurchase agreements		515,510		—		515,510		(515,510	)		—		—
Total liabilities	$	515,532	$	—	$	515,532	$	(515,532	)	$	—	$	—

(1)

Does not include the fair value amount of financial instrument collateral pledged in respect of repurchase agreements that exceeds the associated liability presented in the consolidated balance sheets.

(2)

Does not include the amount of cash collateral pledged in respect of derivative instruments and repurchase agreements that exceeds the associated liability presented in the consolidated balance sheets.

Note 12. Fair Value Measurements

Fair Value of Financial Instruments

The accounting principles related to fair value measurements define 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. Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, giving the highest ~~priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3) as described below:~~

priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3) as described below:


	Level 1 Inputs -	Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company at the measurement date;


	Level 2 Inputs -	Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and


	Level 3 Inputs -	Unobservable inputs for the asset or liability, including significant judgments made by the Company about the assumptions that a market participant would use.

The Company measures the fair value of the following assets and liabilities:

Investments in Financial Assets

Agency MBS – The Company’s investments in agency MBS are classified within Level 2 of the fair value hierarchy. Inputs to fair value measurements of the Company’s investments in agency MBS include price estimates obtained from third-party pricing services. In determining fair value, third-party pricing services use a market approach. The inputs used in the fair value measurements performed by the third-party pricing services are based upon readily observable transactions for securities with similar characteristics (such as issuer/guarantor, coupon rate, stated maturity, and collateral pool characteristics) occurring on the measurement date. The Company makes inquiries of the third-party pricing sources and reviews their documented valuation methodologies to understand the significant inputs and assumptions used to determine prices. The Company reviews the various third-party fair value estimates and performs procedures to validate their reasonableness, including comparison to recent trading activity for similar securities and an overall review for consistency with market conditions observed as of the measurement date.

Credit securities – The Company's investments in commercial MBS are classified within Level 2 of the fair value hierarchy. Inputs to fair value measurements of the Company's investments in commercial MBS include quoted prices for similar assets in recent market transactions and estimates obtained from third-party sources including pricing services and dealers. In determining fair value, third-party pricing sources use a market approach. The inputs used in the fair value measurements performed by third-party pricing sources are based upon observable transactions for securities with similar characteristics. The Company reviews the third-party fair value estimates and performs procedures to validate their reasonableness, including comparisons to recent trading activity observed for similar securities as well as an internally derived discounted future cash flow measurement. The Company’s investments in non-agency MBS collateralized by a pool of business purpose residential mortgage loans and ABS collateralized by residential solar panel loans are classified within Level 3 of the fair value hierarchy.

To measure the fair value of the Company’s non-agency MBS investment secured by a pool of business purpose residential mortgage loans, the Company uses an income approach by preparing an estimate of the present value of the amount and timing of the cash flows expected to be collected from the security over its expected remaining life. To prepare the estimate of cash flows expected to be collected, the Company uses significant judgment to develop assumptions about the future performance of the pool of business purpose residential mortgage loans that serve as collateral, including loan-level probabilities of default and loss-given-default. As of ~~March~~June 3130, 2023 and December 31, 2022, the remaining population of business purpose residential mortgage loans serving as collateral to the Company's non-agency MBS investment represented less than 5% of the original collateral pool. Because the repayment of business purpose residential mortgage loans is often largely based on the ability of the borrower to sell the mortgaged property or to convert the property for rental purposes and obtain refinancing in the form of a longer-term loan, relatively high delinquency and default rates are common and expected attributes of this asset class. The following table presents the weighted-average of the significant inputs to the fair value measurement of the Company’s non-agency MBS secured by business purpose residential mortgage loans as of dates indicated:

	March 31, 2023			December 31, 2022
	June 30, 2023			December 31, 2022
Probability of default		6960.87	%		27.8	%
Loss-given-default		3339.27	%		18.3	%

Inputs to fair value measurements of the Company’s investments in ABS collateralized by residential solar panel loans includes either quoted prices obtained from dealers ~~and, when available, observable market information for the same~~ or ~~similar securities. In determining fair value, dealers may use a market approach or~~ an income approach, depending upon the type and level of relevant market information available as of the measurement date. The significant inputs used in the fair value measurements performed by dealers are often unobservable as ABS collateralized by residential solar panel loans trade infrequently. The Company reviews the fair value estimates obtained from dealers and performs procedures to validate their reasonableness, including comparisons to an internally derived discounted future cash flow measurement ~~and, when available, recent trading activity observed for similar securities~~.

Loans – The Company’s commercial mortgage loan investment is classified within Level 3 of the fair value hierarchy. To measure the fair value of its mortgage loan investment, the Company uses an income approach by preparing an estimate of the present value of the expected future cash flows of the loan over its expected remaining life, discounted at a current market rate. The significant unobservable inputs to the fair value measurement of the Company’s mortgage loan investment are the estimated probability of default and the discount rate, which is based on current market yields and interest rate spreads for a similar loan. As of March 31, 2023, the estimated probability of default and discount rate for the Company’s mortgage loan investment were 0% and 10.4%, respectively. As of December 31, 2022, the estimated probability of default and discount rate for the Company’s mortgage loan investment were 0% and 10.0%, respectively.

significant unobservable inputs to the fair value measurement of the Company’s mortgage loan investment are the estimated probability of default and the discount rate, which is based on current market yields and interest rate spreads for a similar loan. As of June 30, 2023, the estimated probability of default and discount rate for the Company’s mortgage loan investment were 0% and 10.8%, respectively. As of December 31, 2022, the estimated probability of default and discount rate for the Company’s mortgage loan investment were 0% and 10.0%, respectively.

Mortgage loans and secured debt of consolidated VIEs – The Company has elected to apply a fair value measurement practical expedient permitted by GAAP to measure the fair value of the mortgage loans and debt obligations of its consolidated VIEs. The fair value measurement practical expedient is permitted to be applied to consolidated “collateralized financing entities,” which are VIEs for which the financial liabilities of the VIE have contractual recourse solely to the financial assets of the VIE.

As of ~~March~~June 3130, 2023 and December 31, 2022, pursuant to the practical expedient, the Company measured the fair value of both the mortgage loans and the debt obligations of its consolidated VIE of business purpose residential mortgage loans based upon the fair value of the mortgage loans of the VIE. As of December 31, 2022, the senior debt obligations of the consolidated VIE had been fully extinguished and only the subordinate debt obligation of the consolidated VIE remained. The business purpose residential mortgage loans and subordinate debt obligation of the consolidated VIE are classified within Level 3 of the fair value hierarchy. To measure the fair value of the business purpose residential mortgage loans of the consolidated VIE as of ~~March~~June 3130, 2023 and December 31, 2022, the Company used significant judgment to develop assumptions about the future performance of each business purpose residential mortgage loan, which included determining loan-level probabilities of default and loss-given-default. As of ~~March~~June 3130, 2023 and December 31, 2022, the remaining population of business purpose residential mortgage loans represented less than 5% of the original collateral pool. Because the repayment of business purpose residential mortgage loans is often largely based on the ability of the borrower to sell the mortgaged property or to convert the property for rental purposes and obtain refinancing in the form of a longer-term loan, relatively high delinquency and default rates are common and expected attributes of this asset class. The following table presents the weighted-average of the significant inputs to the fair value measurement of the business purpose residential mortgage loans of the Company’s consolidated VIE as of the periods indicated:


	June 30, 2023			December 31, 2022
Probability of default		71.7	%		44.1	%
Loss-given-default		23.2	%		11.3	%

collateral pool. Because the repayment of business purpose residential mortgage loans is often largely based on the ability of the borrower to sell the mortgaged property or to convert the property for rental purposes and obtain refinancing in the form of a longer-term loan, relatively high delinquency and default rates are common and expected attributes of this asset class. The following table presents the weighted-average of the significant inputs to the fair value measurement of the business purpose residential mortgage loans of the Company’s consolidated VIE as of the periods indicated:

	March 31, 2023			December 31, 2022
Probability of default		63.7	%		44.1	%
Loss-given-default		7.9	%		11.3	%

On March 7, 2023, the Company sold all of its investments in its previously consolidated VIE of residential mortgage loans and, as a result, deconsolidated the VIE. As of December 31, 2022, the Company measured the fair value of both the residential mortgage loans and the debt obligations of its consolidated VIE of residential mortgage loans based upon the fair value of the debt obligations as the fair value of the debt securities issued by the VIE were more observable to the Company than the fair value of the underlying mortgage loans.

The senior and mezzanine debt obligations of the consolidated VIE of residential mortgage loans were classified within Level 2 of the fair value hierarchy. Inputs to the fair value measurements of the senior and mezzanine debt obligations of the consolidated VIE included quoted prices for similar assets in recent market transactions and estimates obtained from third-party pricing sources, including pricing services and dealers. In determining fair value, third-party pricing sources use a market approach. The inputs used in the fair value measurements performed by third-party pricing sources were based upon observable transactions for securities with similar characteristics.

The residential mortgage loans and the subordinate and excess interest-only debt obligations of the consolidated VIE of residential mortgage loans (held by the Company as investments and eliminated against the associated debt of the VIE in consolidation) were classified within Level 3 of the fair value hierarchy. To measure the fair value of the subordinate and excess interest-only debt obligations of the consolidated VIE of residential mortgage loans, the Company used an income approach by preparing an estimate of the present value of the amount and timing of the cash flows expected to be collected from each security over its expected remaining life. To prepare the estimate of cash flows expected to be collected, the Company used significant judgment to develop assumptions about the future performance of the pool of residential mortgage loans that served as collateral, including assumptions about the timing and amount of credit losses and prepayments. The significant unobservable inputs to the fair value measurement included the estimated rate of prepayment, rate of default and loss-given-default for the underlying pool of mortgage loans as well as the discount rate, which represented a market participant’s current required rate of return for a similar instrument. The following table presents the weighted-average of the significant inputs to the fair value measurement of the subordinate and excess interest-only debt obligations of its consolidated VIE of residential mortgage loans as of December 31, 2022:


	Subordinate Debt Obligation			Excess Interest-Only Debt Obligations
Annualized voluntary prepayment rate		10.0	%		10.0	%
Annualized default rate		0.5	%		0.5	%
Loss-given-default		17.5	%		17.5	%
Discount rate		7.8	%		17.7	%

MSR financing receivables – The Company’s MSR financing receivables are classified within Level 3 of the fair value hierarchy. The Company uses a nationally recognized, independent third-party mortgage analytics and valuation firm to estimate the fair value of the underlying MSRs from which the Company’s MSR financing receivables primarily derive their value. The third-party valuation firm estimates the fair value of the underlying MSRs using a discounted cash flow analysis using their proprietary prepayment models and market analysis. The Company corroborates the third-party valuation firm’s estimate of the fair value of the underlying MSRs and evaluates the estimate for reasonableness. The significant unobservable inputs to the fair value measurement of the underlying MSRs include the following:

•

the discount rate, which represents a market participant’s current required rate of return for similar MSRs;

•

expected rates of prepayment within the serviced pools of mortgage loans; and

•

annual per-loan cost of servicing.

The following table presents the significant unobservable inputs to the fair value measurement of the MSRs underlying the Company’s MSR financing receivables as of the periods indicated:


	June 30, 2023			December 31, 2022
Discount rate		9.0	%		8.5	%
Annualized prepayment rate		6.3	%		7.0	%
Annual per-loan cost of servicing (current loans)	$	60.00		$	65.00

	March 31, 2023			December 31, 2022
Discount rate		9.0	%		8.5	%
Annualized prepayment rate		6.6	%		7.0	%
Annual per-loan cost of servicing (current loans)	$	60.00		$	65.00

Pursuant to the Company’s MSR financing receivable arrangements, upon the consummation of three-year performance periods ending December 31, 2023 and April 1, 2024, the Company’s mortgage servicing counterparty is entitled to an incentive fee payment equal to a percentage of the total return of the underlying MSRs in excess of a hurdle rate of return. Accordingly, the fair value of the Company’s MSR financing receivables reflects the present value of any expected incentive fee payment that would be owed to its counterparty. The present value of the expected incentive fee payment is estimated based upon the timing and amount of capital contributions from (and cash distributions to) the Company to (from) its mortgage servicing counterparty to date as well as the future expected cash flows from the MSR financing receivables over the remaining performance periods, which is derived from the current fair value of the underlying reference MSRs. As of June 30, 2023 and December 31, 2022, the present value of expected future incentive fee payments reflected in fair value of the Company’s MSR financing receivables was $0 and $12,568, respectively. During the three month period ended June 30, 2023, the Company's mortgage servicing counterparty agreed to accept an early payment of $9,650 in full satisfaction of the Company's remaining incentive fee payment obligations for the three-year performance periods ending December 31, 2023 and April 1, 2024. Cumulatively, the Company paid $10,794 in incentive fee payments to the Company's mortgage servicing counterparty, all of which were paid during the six months ended June 30, 2023.

Pursuant to the Company’s MSR financing receivable arrangements, upon the consummation of three-year performance periods ending December 31, 2023 and April 1, 2024, the Company’s mortgage servicing counterparty is entitled to an incentive fee payment equal to a percentage of the total return of the underlying MSRs in excess of a hurdle rate of return. Accordingly, the fair value of the Company’s MSR financing receivables reflects the present value of any expected incentive fee payment that would be owed to its counterparty. The present value of the expected incentive fee payment is estimated based upon the timing and amount of capital contributions from (and cash distributions to) the Company to (from) its mortgage servicing counterparty to date as well as the future expected cash flows from the MSR financing receivables over the remaining performance periods, which is derived from the current fair value of the underlying reference MSRs. As of March 31, 2023 and December 31, 2022, the present value of expected future incentive fee payments reflected in fair value of the Company’s MSR financing receivables was $11,293 and $12,568, respectively. During the three months ended March 31, 2023, the Company paid $1,144 in incentive fee payments to the Company's mortgage servicing counterparty.

Derivative instruments

Exchange-traded derivative instruments – Exchange-traded derivative instruments, which include U.S. Treasury note futures, Eurodollar futures, interest rate swap futures, and options on futures, are classified within Level 1 of the fair value hierarchy as they are measured using quoted prices for identical instruments in liquid markets.

Interest rate swaps – Interest rate swaps are classified within Level 2 of the fair value hierarchy. The fair values of the Company’s centrally cleared interest rate swaps are measured using the daily valuations reported by the clearinghouse through which the instrument was cleared. In performing its end-of-day valuations, the clearinghouse constructs forward interest rate curves (for example, ~~three-month LIBOR or~~ SOFR forward rates) from its specific observations of that day’s trading activity. The clearinghouse uses the applicable forward interest rate curve to develop a market-based forecast of future remaining contractually required cash flows for each interest rate swap. Each market-based cash flow forecast is then discounted using the SOFR curve (sourced from the Federal Reserve Bank of New York) to determine a net present value amount which represents the instrument’s fair value.

Forward-settling purchases and sales of TBA securities – Forward-settling purchases and sales of TBA securities are classified within Level 2 of the fair value hierarchy. The fair value of each forward-settling TBA contract is measured using price estimates obtained from a third-party pricing service, which are based upon readily observable transaction prices occurring on the measurement date for forward-settling contracts to buy or sell TBA securities with the same guarantor, contractual maturity, and coupon rate for delivery on the same forward settlement date as the commitment under measurement.

obtained from a third-party pricing service, which are based upon readily observable transaction prices occurring on the measurement date for forward-settling contracts to buy or sell TBA securities with the same guarantor, contractual maturity, and coupon rate for delivery on the same forward settlement date as the commitment under measurement.

Other

Long-term unsecured debt - As of ~~March~~June 3130, 2023 and December 31, 2022, the carrying value of the Company’s long-term unsecured debt was $86,~~508~~611 and $86,405, respectively, net of unamortized debt issuance costs, and consists of Senior Notes and trust preferred debt issued by the Company. The Company’s estimate of the fair value of long-term unsecured debt is $7980,~~124~~056 and $79,900 as of ~~March~~June 3130, 2023 and December 31, 2022, respectively. The Company’s Senior Notes, which are publicly traded on the New York Stock Exchange, are classified within Level 1 of the fair value hierarchy. Trust preferred debt is classified within Level 2 of the fair value hierarchy as the fair value is estimated based on the quoted prices of the Company’s publicly traded Senior Notes.

Investments in equity securities of publicly-traded companies – As of ~~March~~June 3130, 2023 and December 31, 2022, the Company had investments in equity securities of publicly-traded companies at fair value of $~~174~~186 and $234, respectively, which is included in the line item “other assets” in the accompanying consolidated balance sheets. Investments in publicly traded stock are classified within Level 1 of the fair value hierarchy as their fair value is measured based on unadjusted quoted prices in active exchange markets for identical assets.

Investments in equity securities of non-public companies and investment funds – As of ~~March~~June 3130, 2023 and December 31, 2022, the Company had investments in equity securities of non-public companies and investment funds measured at fair value of $2,~~999~~860 and $2,964, respectively, which are included in the line item “other assets” in the accompanying consolidated balance sheets.

23Investments in equity securities of non-public companies and investment funds are classified within Level 3 of the fair value hierarchy. The fair values of the Company’s investments in equity securities of non-public companies and investment funds are not readily determinable. Accordingly, the Company estimates fair value by estimating the enterprise value of the investee which it then allocates to the investee’s securities in the order of their preference relative to one another. To estimate the enterprise value of the investee, the Company uses traditional valuation methodologies based on income and market approaches, including the consideration of recent investments in, or tender offers for, the equity securities of the investee, a discounted cash flow analysis and a comparable guideline public company valuation. The primary unobservable inputs used in estimating the fair value of an equity security of a non-public company include (i) a stock price to net asset multiple for similar public companies that is applied to the entity’s net assets, (ii) a discount factor for lack of marketability and control, and (iii) a cost of equity discount rate, used to discount to present value the equity cash flows available for distribution and the terminal value of the entity. As of June 30, 2023, the stock price to net asset multiple for similar public companies, the discount factor for lack of marketability and control, and the cost of equity discount rate used as inputs were 100 percent, 20 percent, and 17 percent, respectively. As of December 31, 2022, the stock price to net asset multiple for similar public companies, the discount factor for lack of marketability and control, and the cost of equity discount rate used as inputs were 97 percent, 15 percent, and 16 percent, respectively.

Investments in equity securities of non-public companies and investment funds are classified within Level 3 of the fair value hierarchy. The fair values of the Company’s investments in equity securities of non-public companies and investment funds are not readily determinable. Accordingly, the Company estimates fair value by estimating the enterprise value of the investee which it then allocates to the investee’s securities in the order of their preference relative to one another. To estimate the enterprise value of the investee, the Company uses traditional valuation methodologies based on income and market approaches, including the consideration of recent investments in, or tender offers for, the equity securities of the investee, a discounted cash flow analysis and a comparable guideline public company valuation. The primary unobservable inputs used in estimating the fair value of an equity security of a non-public company include (i) a stock price to net asset multiple for similar public companies that is applied to the entity’s net assets, (ii) a discount factor for lack of marketability and control, and (iii) a cost of equity discount rate, used to discount to present value the equity cash flows available for distribution and the terminal value of the entity. As of March 31, 2023, the stock price to net asset multiple for similar public companies, the discount factor for lack of marketability and control, and the cost of equity discount rate used as inputs were 100 percent, 20 percent, and 17 percent, respectively. As of December 31, 2022, the stock price to net asset multiple for similar public companies, the discount factor for lack of marketability and control, and the cost of equity discount rate used as inputs were 97 percent, 15 percent, and 16 percent, respectively.

Financial assets and liabilities for which carrying value approximates fair value - Cash and cash equivalents, restricted cash, deposits, receivables, repurchase agreements, payables, and other assets (aside from those previously discussed) and liabilities are generally reflected in the consolidated balance sheets at their cost, which, due to the short-term nature of these instruments and their limited inherent credit risk, approximates fair value.

Fair Value Hierarchy

Financial Instruments Measured at Fair Value on a Recurring Basis

The following tables set forth financial instruments measured at fair value by level within the fair value hierarchy as of ~~March~~June 3130, 2023 and December 31, 2022. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

March 31, 2023

June 30, 2023

Total

Level 1

Level 2

Level 3

Financial assets:

Agency MBS

~~460~~467,~~984~~503

—

~~460~~467,~~984~~503

—

MSR financing receivables

~~183~~195,~~058~~893

—

~~183~~195,~~058~~893

Loans

2725,~~798~~992

—

2725,~~798~~992

Credit securities

102,~~564~~203

—

9899,~~933~~657

32,~~631~~546

Mortgage loans of consolidated VIEs

~~1,344~~910

—

~~1,344~~910

Derivative assets

~~140~~1,857

—

~~140~~1,857

—

Other assets

3,~~173~~046

~~174~~186

—

2,~~999~~860

Financial liabilities:

Secured debt of consolidated VIEs

~~160~~113

—

~~160~~113

Derivative liabilities

~~10,648~~356

—

~~10,648~~356

—


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Financial assets:
Agency MBS	$	443,540	$	—	$	443,540	$	—
MSR financing receivables		180,365		—		—		180,365
Loans		29,264		—		—		29,264
Credit securities		104,437		—		98,933		5,504
Mortgage loans of consolidated VIE		193,957		—		—		193,957
Derivative assets		5,660		—		5,660		—
Other assets		3,198		234		—		2,964
Financial liabilities:
Secured debt of consolidated VIE		169,345		—		159,464		9,881
Derivative liabilities		22		—		22		—

Level 3 Financial Assets and Liabilities

The table below sets forth an attribution of the change in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis for the periods indicated:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Beginning balance	$	~~412~~218,~~054~~830		$	~~195~~463,~~767~~318		$	412,054		$	195,767
Net (loss) gain included in "Investment and derivative gain (loss), net"		(4,296	)		15,215
Net gains (loss) included in "Investment and derivative gain (loss), net"		8,536			(13,599	)		4,240			1,616
Additions from consolidation of VIEs		—			~~276,594~~—			—			276,594
Transfers to real estate owned by consolidated VIE		~~(659~~—	)		—(199	)		(659	)		(199	)
Purchases		610,~~075~~126			318,~~187~~032			16,201			21,219
Sales		—			—(12,406	)		—			(12,406	)
Payments, net		(1214,~~836~~071	)		(3064,~~618~~763	)		(26,907	)		(95,381	)
Subtractions from deconsolidation of VIEs		~~(185,820~~—	)		—			(185,820	)		—
Accretion of discount, net		4,~~312~~780			3,~~173~~118			9,092			6,291
Ending balance	$	~~218~~228,~~830~~201		$	~~463~~393,~~318~~501		$	228,201		$	393,501
Net unrealized (losses) gains included in earnings for the period for Level 3 assets still held at the reporting date	$	(3,609	)	$	15,215
Net unrealized gains (losses) included in earnings for the period for Level 3 assets still held at the reporting date	$	8,536		$	(13,037	)	$	4,927		$	2,647

The table below sets forth an attribution of the change in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis for the periods indicated:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Beginning balance	$	~~9,881~~160		$	~~508~~13,615		$	9,881		$	508
Net loss (gain) included in "Investment and derivative gain (loss), net"		53			(251	)
Net (gain) loss included in "Investment and derivative gain (loss), net"		(20	)		(1,081	)		33			(1,332	)
Additions from consolidation of VIEs		—			~~14,278~~—			—			14,278
Payments, net		(~~277~~27	)		(~~860~~936	)		(304	)		(1,796	)
Subtractions from deconsolidation of VIEs		~~(9,481~~—	)		—			(9,481	)		—
Amortization of premium, net		~~(16~~—	)		(6077	)		(16	)		(137	)
Ending balance	$	~~160~~113		$	1311,~~615~~521		$	113		$	11,521
Net unrealized losses (gains) included in earnings for the period for Level 3 liabilities still held at the reporting date	$	1		$	(251	)
Net unrealized (gains) losses included in earnings for the period for Level 3 liabilities still held at the reporting date	$	(20	)	$	(1,081	)	$	(19	)	$	(1,332	)

Note 13. Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code commencing upon filing its tax return for its taxable year ended December 31, 2019. As a REIT, the Company is required to distribute annually 90% of its REIT taxable income. So long as the Company continues to qualify as a REIT, it will generally not be subject to U.S. federal or state corporate income taxes on its taxable income to the extent that it distributes all of its annual taxable income to its shareholders on a timely basis. At present, it is the Company’s intention to distribute 100% of its taxable income, although the Company will not be required to do so. The Company intends to make distributions of its REIT taxable income within the time limits prescribed by the Internal Revenue Code~~, which may extend into the subsequent taxable year~~. ~~Accordingly, the Company does not expect to incur an income tax liability on its REIT taxable income.~~

As of ~~March~~June 3130, 2023, the Company had estimated federal net operating loss (“NOL”) carryforwards of $~~163~~164,~~963~~101 that can be used to offset future taxable ordinary income and reduce its REIT distribution requirements. NOL carryforwards totaling $14,~~450~~588 expire in 2028 and NOL carryforwards totaling $149,513 have no expiration period. For the NOL carryforwards that have no expiration period, the Company is limited to utilizing NOL carryforwards to 80% of the taxable income in any one year. As of ~~March~~June 3130, 2023, the Company had estimated federal net capital loss (“NCL”) carryforwards of $136,225 that can be used to offset future net capital gains. The scheduled expirations of the Company’s NCL carryforwards are $105,155 in 2023, $14,187 in 2026 and $16,883 in 2027. The Company’s estimated NOL and NCL carryforwards as of ~~March~~June 3130, 2023 are subject to potential adjustments up to the time of filing of the Company’s income tax returns.

25The Company and subsidiaries have made joint elections to treat such subsidiaries as taxable REIT subsidiaries (“TRSs”). In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate related business, subject to certain exceptions. As such, each of these TRSs is taxable as a C corporation and subject to federal, state and local income taxes based upon their taxable income. For the three months ended June 30, 2023 and 2022, the Company recognized a provision for income taxes of $1,387 and $802, respectively, on the pre-tax net income of its TRSs. For the six months ended June 30, 2023 and 2022, the Company recognized a provision for income taxes of $1,496 and $3,089, respectively, on the pre-tax income of its TRSs.

The Company ~~and~~recognizes ~~subsidiaries~~uncertain ~~have~~tax ~~made~~positions ~~joint~~in ~~elections~~the tofinancial ~~treat~~statements ~~such~~only ~~subsidiaries~~when asit ~~taxable~~is ~~REIT~~more-likely-than-not ~~subsidiaries~~that ~~(“TRSs”).~~the Inposition ~~general,~~will abe ~~TRS~~sustained ~~may~~upon ~~hold~~examination ~~assets~~by ~~and~~the ~~engage~~relevant intaxing ~~activities~~authority ~~that~~based on the ~~Company~~technical ~~cannot~~merits ~~hold~~of orthe ~~engage~~position. inA ~~directly~~position ~~and~~that ~~generally~~meets ~~may~~this ~~engage~~standard inis ~~any~~measured ~~real~~at ~~estate~~the orlargest ~~non~~amount of benefit that will more-~~real~~likely-than-not ~~estate~~be ~~related~~realized ~~business~~upon settlement. AsA ~~such,~~liability ~~each~~is ofestablished ~~these~~for ~~TRSs~~differences isbetween ~~taxable~~positions astaken in a Ctax ~~corporation~~return and ~~subject~~the tofinancial ~~federal~~statements. As of June 30, ~~state~~2023 and ~~local~~December ~~income~~31, ~~taxes~~2022, ~~based~~the ~~upon~~Company ~~their~~assessed ~~taxable~~the ~~income.~~need ~~For~~for ~~the~~recording ~~three~~a ~~months~~provision ~~ended~~for ~~March~~any ~~31,~~uncertain ~~2023~~tax position and ~~2022,~~has made the ~~Company~~determination ~~recognized~~that asuch provision ~~for~~is not necessary. If the Company were to incur income ~~taxes~~tax ofrelated ~~$109~~interest and $2penalties,~~287,~~ ~~respectively,~~the onCompany’s ~~the~~policy ~~pre-tax~~is ~~net~~to ~~income~~classify them as a component of ~~its~~provision ~~TRSs~~for income taxes.

The Company recognizes uncertain tax positions in the financial statements only when it is more-likely-than-not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more-likely-than-not be realized upon settlement. A liability is established for differences between positions taken in a tax return and the financial statements. As of March 31, 2023 and December 31, 2022, the Company assessed the need for recording a provision for any uncertain tax position and has made the determination that such provision is not necessary. If the Company were to incur income tax related interest and penalties, the Company’s policy is to classify them as a component of provision for income taxes.

The Company is subject to examination by the Internal Revenue Service (“IRS”) and state and local authorities in jurisdictions where the Company has significant business operations. The Company’s federal tax returns for 2019 and forward remain subject to examination by the IRS.

Note 14. Earnings (Loss) Per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss applicable to common stock by the weighted-average number of common shares outstanding for the respective period. Diluted earnings per share includes the impact of dilutive securities such as unvested shares of restricted stock, restricted stock units, and performance share units. The following table presents the computations of basic and diluted earnings (loss) per share for the periods indicated:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
(Shares in thousands)	2023			2022			2023		2022
Basic weighted-average common shares outstanding		28,~~004~~081			2928,~~832~~766			28,043		29,296
Performance share units, unvested restricted stock units, and unvested restricted stock		—628			—			551		—
Diluted weighted-average common shares outstanding		28,~~004~~709			2928,~~832~~766			28,594		29,296
Net loss attributable to common stock	$	(2,878	)	$	(3,443	)
Net income (loss) available (attributable) to common stock	$	4,208		$	(400	)	$	1,330	$	(3,843	)
Basic loss per common share	$	(0.10	)	$	(0.12	)
Basic earnings (loss) per common share	$	0.15		$	(0.01	)	$	0.05	$	(0.13	)
Diluted loss per common share	$	(0.10	)	$	(0.12	)
Diluted earnings (loss) per common share	$	0.15		$	(0.01	)	$	0.05	$	(0.13	)

The diluted loss per share for the three and six months ended ~~March~~June 3130, ~~2023 and~~ 2022 did not include the antidilutive effect of ~~473~~534,~~904~~170 and ~~482~~508,~~445~~274 shares of unvested shares of restricted stock, restricted stock units, and performance share units, respectively.

Note 15. Stockholders’ Equity

Common Stock

The Company has authorized common share capital of 450,000,000 shares of Class A common stock, par value $0.01 per share, and 100,000,000 shares of Class B common stock, par value $0.01 per share. Holders of the Class A and Class B common stock are entitled to one vote and three votes per share, respectively, on all matters voted upon by the shareholders. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis at the option of the Company in certain circumstances including either (i) upon sale or other transfer, or (ii) at the time the holder of such shares of Class B common stock ceases to be employed by the Company. As of ~~March~~June 3130, 2023 and December 31, 2022, there were no outstanding shares of Class B common stock. The Class A common stock is publicly traded on the New York Stock Exchange under the ticker symbol “AAIC.”

Common Equity Distribution Agreements

On August 10, 2018, the Company entered into separate common equity distribution agreements with equity sales agents JMP Securities LLC, B. Riley FBR, Inc., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. pursuant to which the Company may offer and sell, from time to time, up to 12,597,423 shares of the Company’s Class A common stock.

Pursuant to the common equity distribution agreements, shares of the Company’s common stock may be offered and sold through the equity sales agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.

During the three and six months ended ~~March~~June 3130, 2023 and the year ended December 31, 2022, there were no issuances of common stock under the common equity distribution agreements.

As of ~~March~~June 3130, 2023, the Company had 11,302,160 shares of Class A common stock available for sale under the common equity distribution agreements.

Common Share Repurchase Program

On July 31, 2020, the Company announced that its Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to 18,000,000 shares of Class A common stock (the "Repurchase Program"). Repurchases under the Repurchase Program may be made from time to time on the open market and in private transactions at management’s discretion in accordance with applicable federal securities laws. The timing of repurchases and the exact number of shares of Class A common stock to be repurchased will depend upon market conditions and other factors. The Repurchase Program is funded using the Company’s cash on hand and cash generated from operations. The Repurchase Program has no expiration date and may be suspended or terminated at any time without prior notice.

There were no shares of Class A common stock repurchased by the Company during the three months ended March 31, 2023. During the year ended December 31, 2022, the Company repurchased 2,794,574 shares of Class A common stock for a total purchase price of $9,316. As of March 31, 2023, there remain available for repurchase 10,195,704 shares of Class A common stock under the Repurchase Program.28

There were no shares of Class A common stock repurchased by the Company during the three and six months ended June 30, 2023. During the year ended December 31, 2022, the Company repurchased 2,794,574 shares of Class A common stock for a total purchase price of $9,316. As of June 30, 2023, there remain available for repurchase 10,195,704 shares of Class A common stock under the Repurchase Program.

Preferred Stock

The Company has authorized preferred share capital of (i) 100,000 shares designated as Series A Preferred Stock that is unissued; (ii) 2,000,000 shares designated as 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock (the “Series B Preferred Stock”), par value of $0.01 per share; (iii) 2,500,000 shares designated as 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”), par value of $0.01 per share; and (iv) 20,400,000 shares of undesignated preferred stock. The Company’s Board of Directors has the authority, without further action by the shareholders, to issue additional preferred stock in one or more series and to fix the terms and rights of the preferred stock. The Company’s preferred stock ranks senior to its common stock with respect to the payment of dividends and the distribution of assets upon a voluntary or involuntary liquidation, dissolution, or winding up of the Company. The Company’s preferred stock ranks on parity with each other. The Series B Preferred Stock and Series C Preferred Stock are publicly traded on the New York Stock Exchange under the ticker symbols “AAIC PrB” and “AAIC PrC,” respectively.

The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company. Holders of Series B Preferred Stock have no voting rights, except under limited conditions, and are entitled to receive a cumulative cash dividend at a rate of 7.00% per annum of their $25.00 per share liquidation preference (equivalent to $1.75 per annum per share). Shares of Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option. Dividends are payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as declared. The Company has declared and paid all required quarterly dividends on the Company’s Series B Preferred Stock to date in 2023.

The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company. Holders of Series C Preferred Stock have no voting rights, except under limited conditions, and are entitled to receive a cumulative cash dividend (i) from and including the original issue date to, but excluding, March 30, 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 March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum of the $25.00 per share liquidation preference. As of June 30, 2023, references to LIBOR were replaced by CME Term SOFR plus the applicable statutory spread adjustment. Shares of Series C Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option commencing on March 30, 2024 or earlier upon the occurrence of a change in control or under circumstances where it is necessary to preserve the Company’s qualification as a REIT. Dividends are payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as declared. The Company has declared and paid all required quarterly dividends on the Company’s Series C Preferred Stock to date in 2023.

Preferred Equity Distribution Agreements

The Company is party to an amended and restated equity distribution agreement with JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc., pursuant to which the Company may offer and sell, from time to time, up to 1,647,370 shares of the Company’s Series B Preferred Stock. Pursuant to the Series B preferred equity distribution agreement, shares of the Company’s Series B Preferred Stock may be offered and sold through the preferred equity sales agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.

There were no issuances of Series B Preferred Stock during the three and six months ended ~~March~~June 3130, 2023. During the year ended December 31, 2022, the Company issued 6,058 shares of Series B Preferred Stock at a weighted average public offering price of $24.87 per share for proceeds net of selling commissions and expenses of $149 under the Series B preferred equity distribution agreement. As of ~~March~~June 3130, 2023, the Company had 1,602,566 shares of Series B Preferred Stock available for sale under the preferred equity distribution agreement.

Shareholder Rights Agreement

On June 1, 2009, the Board of Directors approved a shareholder rights agreement (“Rights Plan”) and the Company’s shareholders approved the Rights Plan at its annual meeting of shareholders on June 2, 2010. On April 9, 2018, the Board of Directors approved a first amendment to the Rights Plan (“First Amendment”) to extend the term for an additional three years and the Company’s shareholders approved the First Amendment at its annual meeting of shareholders on June 14, 2018. On April 11, 2022, the Board of Directors approved a second amendment to the Rights Plan (“Second Amendment”) to further extend the term until June 4, 2025 and the Company's shareholders approved the Second Amendment at its annual meeting of shareholders on June 16, 2022. The Second Amendment also decreased the Purchase Price (as defined under the Rights Plan) from $70.00 to $21.30.

approved a first amendment to the Rights Plan (“First Amendment”) to extend the term for an additional three years and the Company’s shareholders approved the First Amendment at its annual meeting of shareholders on June 14, 2018. On April 11, 2022, the Board of Directors approved a second amendment to the Rights Plan (“Second Amendment”) to further extend the term until June 4, 2025 and the Company's shareholders approved the Second Amendment at its annual meeting of shareholders on June 16, 2022. The Second Amendment also decreased the Purchase Price (as defined under the Rights Plan) from $70.00 to $21.30.

Under the terms of the Rights Plan, in general, if a person or group acquires or commences a tender or exchange offer for beneficial ownership of 4.9% or more of the outstanding shares of our Class A common stock upon a determination by our Board of Directors (an “Acquiring Person”), all of our other Class A and Class B common shareholders will have the right to purchase securities from us at a discount to such securities’ fair market value, thus causing substantial dilution to the Acquiring Person.

The Board of Directors adopted the Rights Plan in an effort to protect against a possible limitation on the Company’s ability to use its NOL carryforwards, NCL carryforwards, and built-in losses under Sections 382 and 383 of the Internal Revenue Code. The Company’s ability to use its NOLs, NCLs and built-in losses would be limited if it experienced an “ownership change” under Section 382 of the Internal Revenue Code. In general, an “ownership change” would occur if there is a cumulative change in the ownership of the Company’s common stock of more than 50% by one or more “5% shareholders” during a three-year period. The Rights Plan was adopted to dissuade any person or group from acquiring 4.9% or more of the Company’s outstanding Class A common stock, each, an Acquiring Person, without the approval of the Board of Directors and triggering an “ownership change” as defined by Section 382.

The Rights Plan, as amended by the Second Amendment, and any outstanding rights will expire at the earliest of (i) June 4, 2025, (ii) the time at which the rights are redeemed or exchanged pursuant to the Rights Plan, (iii) the repeal of Section 382 and 383 of the Internal Revenue Code or any successor statute if the Board of Directors determines that the Rights Plan is no longer necessary for the preservation of the applicable tax benefits, or (iv) the beginning of a taxable year to which the Board of Directors determines that no applicable tax benefits may be carried forward.

Note 16. Long-Term Incentive Plan

The Company provides its employees and its non-employee directors with long-term incentive compensation in the form of stock-based awards. On April 29, 2021, the Board of Directors adopted the Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan (the “2021 Plan”), which was approved by the Company’s shareholders and became effective on July 15, 2021. The 2021 Plan replaced the Arlington Asset Investment Corp. 2014 Long-Term Incentive Plan (the “2014 Plan”). No additional grants will be made under the 2014 Plan. However, previous grants under the 2014 Plan and any long-term incentive plans prior to the 2014 Plan (collectively, the “Prior Plans”) will remain in effect subject to the terms of the Prior Plans and the applicable award agreement.

Under the 2021 Plan, a maximum number of 5,256,076 shares of Class A common stock of the Company, subject to adjustment as set forth in the 2021 Plan, were authorized for issuance and may be issued to employees, directors, consultants, advisors and independent contractors who provide bona fide services to the Company and its affiliates. If an award under the 2021 Plan or Prior Plans is canceled, terminated, forfeited or otherwise settled without the issuance of shares subject to such award, those shares will be available for future grants under the 2021 Plan. In addition, shares delivered or withheld for tax obligations arising from an award, other than a stock option or stock appreciation right (“SAR”), will be available for future grants under the 2021 Plan. As of June 30, 2023, 4,265,184 shares remained available for issuance under the 2021 Plan; however, the shares remaining available for issuance would be reduced by the potential future issuance of shares of common stock for the settlement of outstanding performance-based stock awards and dividend equivalents for such awards. If these outstanding performance-based stock awards are earned at “target” level performance, an additional 1,625,783 shares would be issued resulting in 2,639,401 shares remaining available for issuance under the 2021 Plan as of June 30, 2023.

Plans is canceled, terminated, forfeited or otherwise settled without the issuance of shares subject to such award, those shares will be available for future grants under the 2021 Plan. In addition, shares delivered or withheld for tax obligations arising from an award, other than a stock option or stock appreciation right (“SAR”), will be available for future grants under the 2021 Plan. As of March 31, 2023, 4,265,184 shares remained available for issuance under the 2021 Plan; however, the shares remaining available for issuance would be reduced by the potential future issuance of shares of common stock for the settlement of outstanding performance-based stock awards and dividend equivalents for such awards. If these outstanding performance-based stock awards are earned at “target” level performance, an additional 1,625,783 shares would be issued resulting in 2,639,401 shares remaining available for issuance under the 2021 Plan as of March 31, 2023.

Under the 2021 Plan, the Compensation Committee of the Company’s Board of Directors may grant restricted stock, restricted stock units (“RSUs”), stock options, SARs and/or other stock-based awards. Under the 2021 Plan, shares issued upon the exercise of a stock option or SAR or shares subject to a restricted stock award and any shares issued in settlement of restricted stock unit award, reduced by the number of any shares withheld to satisfy withholding taxes, may not be sold or transferred before the earlier of (i) the first anniversary of the exercise of the option or SAR or vesting of the restricted stock award or the settlement of restricted stock unit award, or (ii) the date the participant is no longer employed by or providing services to the Company or an affiliate. Non-employee members of the Board of Directors may not be granted awards under the 2021 Plan during any twelve-month period with respect to the number of shares that have a fair market value on the date of grant that exceeds $160. The 2021 Plan will terminate on the tenth anniversary of its effective date unless sooner terminated by the Board of Directors.

Stock-based compensation costs are initially measured at the estimated fair value of the awards on the grant date developed using appropriate valuation methodologies, as adjusted for estimates of future award forfeitures. Valuation methodologies used and subsequent expense recognition is dependent upon each award’s service and performance conditions.

Performance-based Stock Awards

The Company has granted performance-based RSUs and performance stock units (collectively, “Performance-based Stock Awards”) to employees of the Company that are convertible into shares of Class A common stock following the achievement of performance goals over the applicable performance periods. Compensation costs for Performance-based Stock Awards subject to nonmarket-based performance conditions (i.e., performance not predicated on changes in the Company’s stock price) are measured at the closing stock price on the dates of grant, adjusted for the probability of achieving certain benchmarks included in the performance metrics. These initial cost estimates are recognized as expense over the requisite performance periods, as adjusted for changes in estimated, and ultimately actual, performance and forfeitures. Compensation costs for components of Performance-based Stock Awards subject to market-based performance conditions (i.e., performance predicated on changes in the Company’s stock price) are measured at the dates of grant using a Monte Carlo simulation model which incorporates into the valuation the inherent uncertainty regarding the achievement of the market-based performance metrics. These initial valuation amounts are recognized as expense over the requisite performance periods, subject only to adjustments for changes in estimated, and ultimately actual, forfeitures.

The Compensation Committee has granted Performance-based Stock Awards with performance goals based on (i) the compound annualized total shareholder return (i.e., share price change plus dividends on a reinvested basis) during the applicable performance period (“Absolute TSR Awards”), (ii) the compound annualized total shareholder return relative to a peer index during the applicable performance period (“Relative TSR Awards”), (iii) the compound annualized growth in the Company’s book value per share (i.e., book value change with such adjustments as determined and approved by the Compensation Committee plus dividends on a reinvested basis) during the applicable performance period (“Book Value Awards”), and (iv) the share price of the Company's common stock during the applicable performance period ("Stock Price Awards").

The Compensation Committee of the Board of Directors of the Company approved the following Performance-based Stock Award grants for the periods indicated:

	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Absolute TSR Awards granted		—		174,581
Absolute TSR Award grant date fair value per share	$	—	$	6.03
Relative TSR Awards granted		—		87,291
Relative TSR Award grant date fair value per share	$	—	$	5.83
Book Value Awards granted		—		103,000
Book Value Award grant date fair value per share	$	—	$	3.37
Stock Price Awards granted		—		1,225,490
Stock Price Award grant date fair value per share	$	—	$	1.72

29For the Company’s Book Value Awards, the grant date fair value per share is based on the close price on the date of grant. For the Company’s Absolute TSR Awards, Relative TSR Awards and Stock Price Awards, the grant date fair value per share is based on a Monte Carlo simulation model. The following assumptions, determined as of the date of grant, were used in the Monte Carlo simulation model to measure the grant date fair value per share of the Company’s Absolute TSR Awards, Relative TSR Awards and Stock Price Awards for the periods indicated:

For the Company’s Book Value Awards, the grant date fair value per share is based on the close price on the date of grant. For the Company’s Absolute TSR Awards and Relative TSR Awards, the grant date fair value per share is based on a Monte Carlo simulation model. The following assumptions, determined as of the date of grant, were used in the Monte Carlo simulation model to measure the grant date fair value per share of the Company’s Absolute TSR Awards and Relative TSR Awards for the periods indicated:


	Absolute TSR Awards Granted in:					Relative TSR Awards Granted in:					Stock Price Awards Granted in:
	2023		2022			2023		2022			2023		2022
Closing stock price on date of grant	$	—	$	3.58		$	—	$	3.58		$	—	$	3.06
Beginning average stock price on date of grant (1)	$	—	$	3.60		$	—	$	3.60		$	—	N/A
Expected volatility (2)		—		69.20	%		—		69.20	%		—		51.17	%
Dividend yield (3)		—		0.00	%		—		0.00	%		—		0.00	%
Risk-free rate (4)		—		1.01	%		—		1.01	%		—		2.97	%
Discount for illiquidity (5)		—		0.00	%		—		0.00	%		—		8.42	%

(1)

	Absolute TSR AwardsGranted in:					Relative TSR AwardsGranted in:
	2023		2022			2023		2022
Closing stock price on date of grant	$	—	$	3.58		$	—	$	3.58
Beginning average stock price on date of grant (1)	$	—	$	3.60		$	—	$	3.60
Expected volatility (2)		—		69.20	%		—		69.20	%
Dividend yield (3)		—		0.00	%		—		0.00	%
Risk-free rate (4)		—		1.01	%		—		1.01	%

Based upon the 30 trading days prior to and including the date of grant.

(2)

Based upon the most recent three-year volatility as of the date of grant.

(3)

Dividend equivalents are accrued during the performance period and deemed reinvested in additional stock units, which are to be paid out at the end of the performance period to the extent the underlying Performance-based Stock Award is earned. Applying dividend yield assumption of 0.00% in the Monte Carlo simulation is mathematically equivalent to reinvesting dividends on a continuous basis and including the value of the dividends in the final payout.

(4)

Based upon the yield of a U.S. Treasury bond with a three-year maturity as of the date of grant.

(5)

Based on restriction on ability to sell vested awards for one year after vesting.

The vesting of the Performance-based Stock Awards is subject to both continued employment under the terms of the award agreement and the achievement of the Company performance goals established by the Compensation Committee.

For Absolute TSR Awards and Relative TSR Awards granted, the Compensation Committee established a three-year performance period. The actual number of shares of Class A common stock that will be issued to each participant at the end of the applicable performance period will vary between 0% and 250% of the number of the Absolute TSR Awards and Relative TSR Awards granted, depending on performance results. If the minimum threshold level of performance goals is not achieved, no awards are earned. To the extent the performance results are between the minimum threshold level and maximum level of performance goals, between 50% to 250% of the number of Absolute TSR Awards and Relative TSR Awards are earned. Upon settlement, vested Absolute TSR Awards and Relative TSR Awards are converted into shares of the Company’s Class A common stock on a one-for-one basis. As of ~~March~~June 3130, 2023, there are a total 400,293 Absolute TSR Awards and Relative TSR Awards outstanding.

For Book Value Awards granted during the year ended December 31, 2022, the Compensation Committee established a one-year performance period that ended on December 31, 2022. The actual number of shares of Class A common stock that could be issued to each participant at the end of the performance period varied between 0% and 100% of the number of Book Value Awards granted, depending on performance results. Based on the actual performance measurements, 41,410 shares of the 103,000 Book Value Awards granted were earned and were converted into an equal number of shares of restricted stock in February 2023 that will vest on the third anniversary of the original Book Value Award grant date subject to continued employment under the terms of the award ~~agreement~~agreements. As of ~~March~~June 3130, 2023, there are no remaining outstanding Book Value Awards.

For Stock Price Awards granted, the Compensation Committee established a three-year performance period. If the market price of the Company's common stock is equal to or greater than a stock price performance goal for 45 consecutive trading days at any time during the performance period, between 75% to 300% of the number of Stock Price Awards are earned and become restricted stock units that will vest ratably over a three-year period beginning on the third anniversary of the date of grant subject to continued employment under the terms of the award ~~agreement~~agreements. If the minimum threshold level of stock price performance goals are never achieved, no awards are earned. As of ~~March~~June 3130, 2023, the market price of the Company's common stock had not met any of the price performance goals for 45 consecutive trading days. As of ~~March~~June 3130, 2023, there are 1,225,490 Stock Price Awards outstanding. Subsequent to June 30, 2023, the market price of the Company's common stock met the performance goal for 75% of the Stock Price Awards to be earned resulting in the issuance of 919,118 shares of restricted stock that will vest ratably on May 9, 2025, May 9, 2026 and May 9, 2027, subject to continued employment under the terms of the award agreements.

Performance-based Stock Awards do not have any voting rights. No dividends are paid on outstanding Performance-based Stock Awards during the applicable performance period. Instead, dividend equivalents are accrued on outstanding Performance-based Stock Awards during the applicable performance period, deemed invested in shares of Class A common stock and are paid out in shares of Class A common stock at the end of the performance period to the extent that the underlying Performance-based Stock Awards vest.

For the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022, the Company recognized $~~334~~662 and $~~195~~565, respectively, of compensation expense related to Performance-based Stock Awards. As of ~~March~~June 3130, 2023, the Company had 1,625,783 Performance-based Stock Awards outstanding. As disclosed above, the actual number of shares of common stock that could be issued for settlement of the Performance-based Stock Awards can be greater or less than the amount of Performance-based Stock Awards outstanding depending upon the actual results compared to the performance goals. As of June 30, 2023 and December 31, 2022, the Company had unrecognized compensation expense related to Performance-based Stock Awards of $2,674 and $3,314, respectively. The unrecognized compensation expense as of June 30, 2023 is expected to be recognized over a weighted average period of 2.9 years.

During the six months ended June 30, 2023, Relative TSR Awards that had a performance period ending in that period were earned at 60% of target resulting in the issuance of 19,914 shares of Class A common stock at an intrinsic value of $60. Also during the six months ended June 30, 2023, Book Value Awards that had a performance period ending on December 31, 2022 were earned at 40% of target resulting in the issuance of 41,410 shares of restricted stock that will vest on the third anniversary of the original Book Value Award grant date. During the six months ended June 30, 2022, there were no Performance-based Stock Awards that had performance periods ending in that period.

Awards outstanding. As disclosed above, the actual number of shares of common stock that could be issued for settlement of the Performance-based Stock Awards can be greater or less than the amount of Performance-based Stock Awards outstanding depending upon the actual results compared to the performance goals. As of March 31, 2023 and December 31, 2022, the Company had unrecognized compensation expense related to Performance-based Stock Awards of $2,990 and $3,314, respectively. The unrecognized compensation expense as of March 31, 2023 is expected to be recognized over a weighted average period of 3.0 years. 32

During the three months ended March 31, 2023, Relative TSR Awards that had a performance period ending in that period were earned at 60% of target resulting in the issuance of 19,914 shares of Class A common stock at an intrinsic value of $60. Also during the three months ended March 31, 2023, Book Value Awards that had a performance period ending on December 31, 2022 were earned at 40% of target resulting in the issuance of 41,410 shares of restricted stock that will vest on the third anniversary of the original Book Value Award grant date. During the three months ended March 31, 2022, there were no Performance-based Stock Awards that had performance periods ending in that period.

Employee Restricted Stock Awards

Compensation costs for restricted stock awards subject only to service conditions are measured at the closing stock price on the dates of grant and are recognized as expense on a straight-line basis over the requisite service periods for the awards, as adjusted for changes in estimated, and ultimately actual, forfeitures.

The Company grants restricted common shares to employees that either vest ratably over a three-year period or cliff vest at the end of a three-year period based on continued employment over these specified periods. A summary of these unvested restricted stock awards is presented below:

	Number of Shares			Weighted-averageGrant-date FairValue		Weighted-average RemainingVested Period
Share Balance as of December 31, 2021		759,035		$	4.16		1.5
Granted		384,291			3.42		—
Forfeitures		(12,167	)		3.57		—
Vestitures		(300,317	)		4.44
Share Balance as of December 31, 2022		830,842			3.72		1.2
Granted		137,000			23.9501		—
Conversion of Book Value Awards		41,410			3.37		—
Vestitures		(181,125	)		4.40		—
Share Balance as of March 31, 2023		828,127		$	3.43		1.3
Share Balance as of June 30, 2023		828,127		$	3.44		1.1

For the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022, the Company recognized $~~323~~587 and $~~466~~988, respectively, of compensation expense related to restricted stock awards. As of ~~March~~June 3130, 2023 and December 31, 2022, the Company had unrecognized compensation expense related to restricted stock awards of $1,~~343~~087 and $1,262, respectively. The unrecognized compensation expense as of ~~March~~June 3130, 2023 is expected to be recognized over a weighted average period of 1.31 years. For the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022, the intrinsic value of restricted stock awards that vested were $547 and $0 respectively.

Director Restricted Stock Units

Compensation costs for RSU awards subject only to service conditions are measured at the closing stock price on the dates of grant and are recognized as expense on a straight-line basis over the requisite service periods for the awards, as adjusted for changes in estimated, and ultimately actual, forfeitures. Compensation costs for RSUs that do not require future service conditions are expensed immediately.

The Company’s non-employee directors are compensated in both cash and RSUs. RSUs awarded to non-employee directors vest immediately on the award grant date and are convertible into shares of Class A common stock. For RSUs granted under the Company’s 2021 Plan, 2014 Plan, and certain of the Prior Plans, the RSUs are convertible into shares of Class A common stock at the later of the date the non-employee director ceases to be a member of the Company’s Board or the first anniversary of the grant date. For RSUs granted under certain Prior Plans, the RSUs are convertible into shares of Class A common stock one year after the non-employee director ceases to be a member of the Company’s Board. The non-employee director RSUs do not have any voting rights but are entitled to cash dividend equivalent payments. As of ~~March~~June 3130, 2023 and December 31, 2022, the Company had 548,272 of non-employee director RSUs outstanding. ~~There~~A ~~were~~summary noof the non-employee director RSUs grants ~~during~~is ~~the~~presented ~~three~~below ~~months~~for ~~ended~~the ~~March~~periods ~~31, 2023 and 2022.~~indicated:


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
RSUs granted		—		132,450
Grant date fair value	$	—	$	3.02

The grant date fair value of a non-employee director RSU grant is based on the closing price of the Class A common stock on the New York Stock Exchange on the date of grant. For the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022, the Company recognized $~~100~~167 and $~~100~~200, respectively, of director fees related to non-employee director RSUs. There were no non-employee director RSUs that were converted into shares of Class A common stock for the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022.

3233

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

Unless the context otherwise requires or provides, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our” and the “Company” refer to Arlington Asset Investment Corp. (“Arlington Asset”) and its subsidiaries. This discussion and analysis should be read in conjunction with our financial statements and accompanying notes included in Item 1 of this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The discussion of our consolidated financial condition and results of operations below may contain forward-looking statements. These statements, which reflect management’s beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect our future results, please see “Cautionary Statement About Forward-Looking Information” in Item 3 of Part I of this Quarterly Report on Form 10-Q and the risk factors included in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and ~~our~~Item ~~subsequent~~1A of Part II of this Quarterly ~~Reports~~Report on Form 10-Q.

Our Company

We are an investment firm that currently focuses primarily on investing in mortgage related assets. Our investment capital is currently allocated between the following asset classes:

•

mortgage servicing right (“MSR”) related assets

•

credit investments

•

agency mortgage-backed securities (“MBS”)

Our MSR related assets represent investments for which the return is based on the economic performance of a pool of specific MSRs. Our credit investments generally include investments in mortgage loans secured by either residential or commercial real property or MBS collateralized by residential or commercial mortgage loans (“non-agency MBS”) or asset-backed securities (“ABS”) collateralized by residential solar panel loans. Our agency MBS consist of residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by a U.S. government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”).

We also previously allocated investment capital to a strategy of investing in single-family residential ("SFR") properties that consisted of acquiring, leasing and operating single-family residential homes as rental properties. During 2022, we sold our portfolio of SFR properties and are currently no longer anticipating allocating capital to an SFR investment strategy.

We may also invest in other asset classes that our management team believes may offer attractive risk adjusted returns outside the real estate or mortgage asset classes.

We are internally managed and do not have an external investment advisor.

Factors that Affect our Results of Operations and Financial Condition

Our business is materially affected by a variety of industry and economic factors, including:

•

conditions in the global financial markets and economic conditions generally;

•

changes in interest rates and prepayment rates;

•

conditions in the real estate and mortgage markets;

•

actions taken by the U.S. government, U.S. Federal Reserve, the U.S. Treasury and foreign central banks;

•

changes in laws and regulations and industry practices; and

•

other market developments.

Current Market Conditions and Trends

The 10-year U.S. Treasury rate was 3.4784% as of ~~March~~June 3130, 2023, a 4037 basis point ~~decrease~~increase from the prior quarter end. The interest rate curve, measured as the spread between the 2-year and 10-year U.S. Treasury, ~~continued~~inverted tofurther beby ~~inverted~~50 atbasis apoints ~~negative~~to 56106 basis points as of ~~March~~June 3130, 2023. With the ~~decline~~increase in the 10-year U.S. Treasury rate, residential mortgage rates ~~decreased~~increased ~~modestly~~ during the ~~first~~second quarter of 2023 evidenced by the ~~Fannie~~Freddie ~~Mae~~Mac average primary mortgage rate ~~decreasing~~increasing by 1039 basis points to 6.3271% as of ~~March~~June 3130, 2023. The spread between the current coupon agency MBS and the 10-year swap rate widened ~~slightly~~ by ~~three~~19 basis points during the second

3334

~~points during the first~~ quarter of 2023. The rate of inflation began to decline from its peak reached during 2022 with the Consumer Price Index declining to 53.0% for the twelve-month period ending ~~March~~June 3130, 2023.

In order to address ~~the~~ persistently high inflation, the U.S. Federal Reserve has continued to take actions with the objective of lowering inflation by significantly raising interest rates. ~~During~~At ~~the~~its ~~first~~scheduled ~~quarter~~May of 2023 meeting, the Federal Open Market Committee (“FOMC”) raised its target range for the federal funds rate atby ~~each~~25 ~~of its two scheduled meetings for a total increase of 50~~ basis points to a target range of 45.7500% to 5.0025%. At at its ~~last~~scheduled ~~meeting~~June ~~on March 22,~~ 2023~~. In~~ ~~addition~~meeting, the FOMC ~~announced~~decided ~~that~~to itkeep ~~will continue reducing~~ its ~~holdings~~target ofrange ~~Treasury~~for ~~securities~~the ~~and~~federal ~~agency~~funds ~~debt~~rate ~~and~~unchanged ~~agency~~to ~~MBS. As~~allow ~~of March 31, 2023,~~ the ~~market~~FOMC istime ~~projecting~~to anevaluate ~~approximately 50% likelihood that~~ the ~~FOMC~~impact ~~could~~of ~~have~~its ~~one~~monetary ~~additional~~policy 25on ~~basis~~economic ~~point~~activity ~~increase~~and ininflation. In addition, the ~~next~~FOMC ~~three~~announced ~~months~~that ~~followed~~it bywill ~~rate~~continue ~~cuts~~reducing ~~over~~its ~~the~~holdings ~~subsequent nine months~~ of ~~approximately~~Treasury 75securities ~~basis~~and ~~points~~agency ~~based~~debt onand ~~federal~~agency ~~funds futures~~MBS.

Prepayment speeds in the fixed-rate residential mortgage market ~~continued~~increased toslightly ~~decline~~ during the ~~first~~second quarter of 2023 primarily due to increased refinancing activity from the ~~rise~~fall in the primary mortgage rate ~~driven~~during by the ~~increase~~fourth inquarter ~~the~~of ~~10-year~~2022 ~~U.S.~~and ~~Treasury~~first ~~rate~~quarter ~~over~~of ~~recent periods~~2023. Pay-up premiums on agency MBS, which represent the price premium of agency MBS backed by specified pools over a TBA security, remained relatively unchanged during the ~~first~~second quarter of 2023. Valuation multiples of MSRs ~~remained~~increased ~~relatively~~slightly ~~consistent~~ during the ~~first~~second quarter of 2023 due in part to the rise in interest rates.

~~The~~Housing ~~recent~~prices ~~trend~~declined offrom ~~declining~~the ~~housing~~prior ~~price~~year ~~gains continued in 2023,~~ evidenced by ~~the~~ Standard & Poor’s CoreLogic Case-Shiller U.S. National Home Price NSA index reporting a 30.85% annual ~~gain~~decline in ~~January~~May 2023, ~~the~~as ~~seventh consecutive month of declining home price gains. If the Federal Reserve continues to increase interest rates,~~ more expensive mortgage financing ~~along~~from ~~with~~higher ainterest ~~challenging~~rates ~~macroeconomic~~has ~~environment~~impacted ~~may~~the ~~cause~~ housing ~~price gains to continue to decelerate in the near future~~market.

The following table presents certain key market data as of the dates indicated:

	March 31,2022			June 30,2022			September 30,2022			December 31,2022			March 31,2023			Change - First Quarter 2023
	June 30,2022			September 30,2022			December 31,2022			March 31,2023			June 30,2023			Change - Second Quarter 2023
30-Year FNMA Fixed Rate MBS (1)
3.0%	$	9793.5511		$	9386.1181		$	8687.8171		$	8789.7159		$	8987.5991		$	(1.8868	)
3.5%		9996.7517			9689.1783			8990.8382			9092.8280			9291.8001			(1.9879	)
4.0%		~~101~~98.5862			9892.6268			9293.6877			9395.7756			9593.5673			(1.7983	)
4.5%		~~103~~100.2539			~~100~~95.3918			9596.1831			9697.3192			9796.9205			(1.6187	)
5.0%		~~105~~102.1607			~~102~~97.0734			9798.3452			9899.5269			9997.6992			(1.1777	)
Investment Spreads
FNMA Current Coupon vs. 10-year Swap Rate	~~108~~129 bps			~~129~~180 bps			~~180~~155 bps			~~155~~158 bps			~~158~~177 bps			319 bps
30 Year Fixed Mortgage Rate
Freddie Mac Average Primary Mortgage Rate		45.6770	%		56.70	%		6.7042	%		6.4232	%		6.3271	%	~~-10~~39 bps
U.S. Treasury Rates ("UST")
2-year UST		2.3395	%		24.9528	%		4.2843	%		4.4303	%		4.0390	%	~~-40~~87 bps
5-year UST		23.4604	%		34.0409	%		4.0900	%		43.0057	%		34.5716	%	~~-43~~59 bps
10-year UST		23.3401	%		3.0183	%		3.8387	%		3.8747	%		3.4784	%	~~-40~~37 bps
2-year UST to 10-year UST spread	16 bps			6-45 bps			-4556 bps			-56 bps			-56106 bps			0-50 bps
Interest Rate Swap Rates
2-year swap		23.5528	%		34.2855	%		4.5571	%		4.7136	%		45.3610	%	~~-35~~74 bps
5-year swap		23.5208	%		34.0814	%		4.1402	%		43.0263	%		34.6322	%	~~-39~~59 bps
10-year swap		23.4109	%		3.0988	%		3.8884	%		3.8446	%		3.4686	%	~~-38~~40 bps
2-year swap to 2-year UST spread	2233 bps			3327 bps			2728 bps			2833 bps			3320 bps			5-13 bps
10-year swap to 10-year UST spread	78 bps			85 bps			5-3 bps			-31 bps			-12 bps			23 bps
London Interbank Offered Rates ("LIBOR") and Secured Overnight Financing Rate ("SOFR")
1-month LIBOR		01.4579	%		13.7914	%		34.1439	%		4.3986	%		45.8622	%	4736 bps
3-month LIBOR		02.9629	%		23.2975	%		34.7577	%		45.7719	%		5.1955	%	4236 bps
SOFR		01.3069	%		13.6904	%		34.0436	%		4.3680	%		45.8014	%	4434 bps
Twelve Month Percent Change in Consumer Price Index ("CPI")
1-month LIBOR		89.5010	%		98.1020	%		86.2050	%		65.5000	%		53.00	%	-~~150~~200 bps

(1)

Generic 30-year FNMA TBA price information, sourced from Bloomberg, is provided for illustrative purposes only and is not meant to be reflective of the fair value of securities held by the Company.

Recent Regulatory Activity

Elimination of LIBOR

OnAs March 5, 2021, the Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that all LIBOR tenors relevant to us will cease to be published or will no longer be representative after June 30, 2023. The FCA's announcement coincides with the March 5, 2021 announcement of LIBOR's administrator, ICE Benchmark Administration ("IBA"), indicating that, as a result of not having access to input data necessary to calculate LIBOR tenors relevant to us on a representative basis after June 30, 2023, ~~IBA would have to cease publication of such LIBOR tenors immediately after the last publication on June 30, 2023. These announcements mean that any of~~ our LIBOR-based financial instruments ~~that~~had ~~extend~~been ~~beyond~~converted ~~June 30, 2023 will need~~ to bea ~~converted~~SOFR-based toor aalternative ~~replacement~~interests ~~rate~~rates.

3435

The U.S. Federal Reserve and the Federal Reserve Bank of New York jointly convened the ARRC, a steering committee comprised of private sector entities, each with an important presence in markets effected by LIBOR, and official-sector entities, including banking and financial sector regulators. The ARCC’s initial objectives were to identify risk-free alternative reference rates for USD LIBOR, identify best practices for contract robustness and create an implementation plan. The ARRC has recommended SOFR and, in some cases, the forward-looking term rate based on SOFR published by CME Group Benchmark Administration Limited ("CME Term SOFR") plus, in each case, a recommended spread adjustment, as LIBOR's replacement.

The U.S. federal government enacted the Adjustable Interest Rate (LIBOR) Act ("LIBOR Act") to provide for uniform nationwide solution for certain contracts that do not have clear and practical provisions for replacing LIBOR after June 30, 2023. On December 16, 2022, the Federal Reserve Board implemented a final rule that implements the LIBOR Act and identifies replacement benchmark rates based on SOFR to replace overnight, one-month, three-month, six-month and 12-month LIBOR in U.S. contracts that do not mature before LIBOR ends and that lack adequate fallback provisions that would replace LIBOR with a practicable replacement benchmark rate. The final rule also restates the safe harbor protections contained in the LIBOR Act for selection or use of the replacement benchmark rate selected by the Federal Reserve Board and clarifies who would be considered a determining person able to choose to use the replacement benchmark rate selected by the Federal Reserve Board for certain LIBOR contracts.

Any of our LIBOR-based borrowings that extend beyond June 30, 2023 will need to be converted to a replacement rate. We are party to various financial instruments which include LIBOR as a reference rate that mature or expire after June 30, 2023. As of March 31, 2023, these financial instruments include preferred stock and unsecured notes issued by us.

As of March 31, 2023, we had $15.0 million of junior subordinated debt outstanding that require quarterly interest payments at three-month LIBOR plus a spread of 2.25% to 3.00% and matures between 2033 and 2035. Under the terms of the indenture agreement for the notes, if the publication of LIBOR is not available, the current fallback is for the independent calculation agent to obtain quotations for what LIBOR should be from major banks in the interbank market. If the calculation agent is unable to obtain such quotations, then the LIBOR in effect for future interest payments would be LIBOR in effect for the immediately preceding interest payment period. The calculation agent has informed us that they believe the LIBOR Act will nullify these fallback provisions and therefore the application of the LIBOR Act would result in a benchmark replacement of the applicable spread-adjusted CME Term SOFR.

As of March 31, 2023, we had 957,133 shares of Series C Preferred Stock outstanding with a liquidation preference of $23.9 million. The Series C Preferred Stock is entitled to receive a cumulative cash dividend (i) from and including the original issue to, but excluding, March 30, 2024 at a fixed rate of 8.250% per annum of the $25.00 per share liquidation preference, and (ii) from and including March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum of the $25.00 liquidation preference. Under the terms of our Articles of Incorporation, if the publication of LIBOR is not available, the current fallback is for us to obtain quotations for what LIBOR should be from major banks in the interbank market. If we are unable to obtain such quotations, we are required to appoint an independent calculation agent, which will determine LIBOR based on sources it deems reasonable in its sole discretion. If the calculation agent is unable or unwilling to determine LIBOR, then the LIBOR in effect for future dividend payments would be LIBOR in effect for the immediately preceding dividend payment period. We expect all of these provisions to be invalidated by the LIBOR Act. We expect to appoint an independent calculation agent to determine whether there is an industry accepted substitute or successor base rate to three-month LIBOR. If the calculation agent determines that there is an industry accepted substitute or successor base rate, the calculation agent shall use such substitute or successor base rate. We expect that the calculation agent will select the SOFR-based rate selected by Federal Reserve in its final rule.

Portfolio Overview

The following table summarizes our asset and capital allocation of our investment strategies as of ~~March~~June 3130, 2023 (dollars in thousands):

	March 31, 2023
	June 30, 2023
	Assets		Invested Capital Allocation (1)		Invested Capital Allocation (%)			Leverage (2)
MSR financing receivables	$	~~183~~195,~~058~~893	$	~~183~~195,~~058~~893		6266	%		—
Credit investments (3)		~~133~~130,~~396~~347		3533,~~349~~952		1211	%		2.8
Agency MBS (4)		88124,~~011~~267		7668,~~358~~894		2623	%		0.38
Total invested capital	$	~~404~~450,~~465~~507		~~294~~298,~~765~~739		100	%
Cash and other corporate capital, net				67,~~888~~884
Total investable capital			$	~~301~~306,~~653~~623				0.45

(1)

Our investable capital is calculated as the sum of our shareholders’ equity capital and long-term unsecured debt.

(2)

Our leverage is measured as the ratio of the sum of our repurchase agreement financing, net payable or receivable for unsettled securities, net contractual forward purchase or sale price of our TBA commitments and leverage within our MSR financing receivables less our cash and cash equivalents compared to our investable capital.

(3)

Includes our net investment of $32,~~034~~152 in a VIE with gross assets and liabilities of $32,~~194~~265 and $~~160~~113, respectively, that is consolidated for GAAP financial reporting purposes.

(4)

Agency MBS assets include the fair value of the agency MBS which underlie the Company's TBA forward purchase and sale commitments. In accordance with GAAP, the Company's TBA forward commitments are reflected on the consolidated balance sheets as derivative assets and liabilities at fair value in the financial statement line items "other assets" and "other liabilities". As of ~~March~~June 3130, 2023, the fair value of the underlying agency MBS that underlie the Company's net short position in TBA commitments had a fair value of $(~~372~~343,~~973~~236) with a net carrying value of $~~(10~~1,~~614)~~504.

MSR Financing Receivables

As of ~~March~~June 3130, 2023, we had $~~183~~195.19 million of MSR financing receivable investments at fair value. We are party to agreements with a licensed, GSE approved residential mortgage loan servicer that enable us to garner the economic return of an investment in an MSR purchased by the mortgage servicing counterparty. The arrangement allows us to participate in the economic benefits of investing in an MSR without holding the requisite licenses to purchase or hold MSRs directly. The transactions are accounted for as a financing receivable in our consolidated financial statements. The following tables present further information about our MSR financing receivable investments as of ~~March~~June 3130, 2023 (dollars in thousands):

Amortized Cost Basis (1)				Unrealized Gain				Fair Value
$	~~139~~144,~~153~~480			$	4351,~~905~~413			$	~~183~~195,~~058~~893

(1)

Represents capital investments plus accretion of interest income net of cash distributions.

MSR Financing Receivable Underlying Reference Amounts:

MSRs

Financing

Advances Receivable

Cash and Other Net Receivables

Counterparty Incentive Fee Accrual

MSR Financing Receivables

Implicit Leverage

~~178~~182,~~180~~751

~~(1,010~~—

)

43,~~202~~283

129,~~979~~859

~~(11,293~~—

)

~~183~~195,~~058~~893

~~0.0~~—

Underlying Reference MSRs:
Holder of Loans	Unpaid Principal Balance		Weighted-Average Note Rate			Weighted-Average Servicing Fee			Weighted-Average Loan Age	Price			Multiple (1)		Fair Value
Fannie Mae	$	12,~~343~~093,~~228~~517		3.09	%		0.25	%	2932 months		1.3339	%		5.3357	$	~~164~~168,~~564~~668
Freddie Mac		1985,~~006,719~~572		3.7271	%		0.25	%	2528 months		1.3543	%		5.4172		1314,~~616~~083
Total/weighted-average	$	13,~~349~~079,~~947~~089		3.14	%		0.25	%	2932 months		1.3340	%		5.3358	$	~~178~~182,~~180~~751

(1)

Calculated as the underlying MSR price divided by the weighted-average servicing fee.

Credit Investment Portfolio

The following table presents information about our credit investments as of March 31, 2023 (dollars in thousands):

	Market Price		Fair Value (1)		Financing		Invested Capital (2)		Leverage
AAA rated commercial MBS	$	98.93	$	98,933	$	79,372	$	19,780		4.0
Commercial mortgage loan		100.00		27,798		19,053		8,904		2.1
Business purpose residential MBS (3)		79.80		4,780		—		4,780		—
Solar ABS		37.25		1,885		—		1,885		—
Total/weighted-average			$	133,396	$	98,425	$	35,349		2.8

Credit Investment Portfolio

The following table presents information about our credit investments as of June 30, 2023 (dollars in thousands):


	Market Price		Fair Value (1)		Financing		Invested Capital (2)		Leverage
AAA rated commercial MBS	$	99.66	$	99,657	$	79,493	$	20,355		3.9
Commercial mortgage loan		100.00		25,992		17,247		8,899		1.9
Business purpose residential MBS (3)		61.85		2,935		—		2,935		—
Solar ABS		34.84		1,763		—		1,763		—
Total/weighted-average			$	130,347	$	96,740	$	33,952

Large accelerated filer

Accelerated filer

Non-accelerated filer

Small reporting company

Emerging growth company

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