Ellington Credit Co 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019 AND DECEMBER 31, 2018, AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND DECEMBER 31, 2018: Report of Independent Registered Public Accounting Firm 65 Consolidated Balance Sheet 67 Consolidated Statement of Operations 68 Consolidated Statement of Shareholders' Equity 69 Consolidated Statement of Cash Flows 70 Notes to Consolidated Financial Statements 72 64 Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of Ellington Residential Mortgage REIT Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Ellington Residential Mortgage REIT and its subsidiaries (the "Company") as of December 31, 2019 and 2018, and the related consolidated statements of operations, of shareholders' equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. 65 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP New York, New York March 12, 2020 We have served as the Company's auditor since 2012. 66 ELLINGTON RESIDENTIAL MORTGAGE REIT CONSOLIDATED BALANCE SHEET December 31, 2019 December 31, 2018 (In thousands except for share amounts) ASSETS Cash and cash equivalents $ 35,351 $ 18,585 Mortgage-backed securities, at fair value 1,401,778 1,540,296 Due from brokers 34,596 24,051 Financial derivatives–assets, at fair value 4,180 11,839 Reverse repurchase agreements 2,084 379 Receivable for securities sold 5,500 74,197 Interest receivable 5,016 5,607 Other assets 604 612 Total Assets $ 1,489,109 $ 1,675,566 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Repurchase agreements $ 1,296,272 $ 1,481,561 Payable for securities purchased 19,433 11,275 Due to brokers 33 1,325 Financial derivatives–liabilities, at fair value 2,047 16,559 U.S. Treasury securities sold short, at fair value 2,070 374 Dividend payable 3,488 4,252 Accrued expenses 588 838 Management fee payable to affiliate 605 579 Interest payable 3,729 4,981 Total Liabilities 1,328,265 1,521,744 SHAREHOLDERS' EQUITY Preferred shares, par value $0.01 per share, 100,000,000 shares authorized; (0 shares issued and outstanding, respectively) — — Common shares, par value $0.01 per share, 500,000,000 shares authorized; (12,455,758 and 12,507,213 shares issued and outstanding, respectively) 124 125 Additional paid-in-capital 230,358 230,888 Accumulated deficit ( 69,638 ) ( 77,191 ) Total Shareholders' Equity 160,844 153,822 Total Liabilities and Shareholders' Equity $ 1,489,109 $ 1,675,566 See Notes to Consolidated Financial Statements 67 ELLINGTON RESIDENTIAL MORTGAGE REIT CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2019 2018 (In thousands except for per share amounts) INTEREST INCOME (EXPENSE) Interest income $ 43,846 $ 54,553 Interest expense ( 35,276 ) ( 32,519 ) Total net interest income 8,570 22,034 EXPENSES Management fees to affiliate 2,365 2,547 Professional fees 815 831 Compensation expense 508 591 Insurance expense 295 296 Other operating expenses 1,305 1,243 Total expenses 5,288 5,508 OTHER INCOME (LOSS) Net realized gains (losses) on securities 2,280 ( 23,377 ) Net realized gains (losses) on financial derivatives ( 38,975 ) 19,378 Change in net unrealized gains (losses) on securities 49,231 ( 12,391 ) Change in net unrealized gains (losses) on financial derivatives 6,438 ( 11,431 ) Total other income (loss) 18,974 ( 27,821 ) NET INCOME (LOSS) $ 22,256 $ ( 11,295 ) NET INCOME (LOSS) PER COMMON SHARE: Basic and Diluted $ 1.79 $ ( 0.88 ) See Notes to Consolidated Financial Statements 68 ELLINGTON RESIDENTIAL MORTGAGE REIT CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY Common Shares Common Shares, par value Preferred Shares Preferred Shares, par value Additional Paid-in-Capital Accumulated (Deficit) Earnings Total (In thousands except for share amounts) BALANCE, December 31, 2017 13,340,217 $ 134 — $ — $ 240,062 $ ( 47,493 ) $ 192,703 Issuance of restricted shares 19,376 — — — — — Share based compensation 203 203 Repurchase of common shares ( 852,380 ) ( 9 ) — — ( 9,377 ) ( 9,386 ) Dividends declared (1) ( 18,403 ) ( 18,403 ) Net income (loss) ( 11,295 ) ( 11,295 ) BALANCE, December 31, 2018 12,507,213 $ 125 — $ — $ 230,888 $ ( 77,191 ) $ 153,822 Issuance of restricted shares 22,361 — — — — — Share based compensation 216 216 Repurchase of common shares ( 73,816 ) ( 1 ) ( 746 ) ( 747 ) Dividends declared (1) ( 14,703 ) ( 14,703 ) Net income (loss) 22,256 22,256 BALANCE, December 31, 2019 12,455,758 $ 124 — $ — $ 230,358 $ ( 69,638 ) $ 160,844 (1) For the years ended December 31, 2019 and 2018, dividends totaling $ 1.18 and $ 1.45 , respectively, per common share outstanding, were declared. See Notes to Consolidated Financial Statements 69 ELLINGTON RESIDENTIAL MORTGAGE REIT CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2019 2018 (In thousands) Cash flows provided by (used in) operating activities: Net income (loss) $ 22,256 $ ( 11,295 ) Reconciliation of net income (loss) to net cash provided by (used in) operating activities: Net realized (gains) losses on securities ( 2,280 ) 23,377 Change in net unrealized (gains) losses on securities ( 49,231 ) 12,391 Net realized (gains) losses on financial derivatives 38,975 ( 19,378 ) Change in net unrealized (gains) losses on financial derivatives ( 6,438 ) 11,431 Amortization of premiums and accretion of discounts, net 14,912 10,353 Share based compensation 216 203 (Increase) decrease in assets: Interest receivable 591 177 Other assets 8 ( 37 ) Increase (decrease) in liabilities: Accrued expenses ( 250 ) 110 Interest payable ( 1,252 ) 1,663 Management fees payable to affiliate 26 ( 146 ) Net cash provided by (used in) operating activities 17,533 28,849 Cash flows provided by (used in) investing activities: Purchases of securities ( 1,577,361 ) ( 1,473,781 ) Proceeds from sale of securities 1,619,619 1,351,935 Principal repayments of mortgage-backed securities 209,961 172,425 Proceeds from investments sold short 596,902 961,790 Repurchase of investments sold short ( 595,453 ) ( 1,038,847 ) Proceeds from disposition of financial derivatives 13,147 37,540 Purchase of financial derivatives ( 52,561 ) ( 17,841 ) Payments made on reverse repurchase agreements ( 7,743,322 ) ( 11,306,290 ) Proceeds from reverse repurchase agreements 7,741,617 11,387,372 Due from brokers, net 9,488 ( 11,294 ) Due to brokers, net ( 182 ) ( 176 ) Net cash provided by (used in) investing activities 221,855 62,833 See Notes to Consolidated Financial Statements 70 ELLINGTON RESIDENTIAL MORTGAGE REIT CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) Year Ended December 31, 2019 2018 Cash flows provided by (used in) financing activities: Repurchase of common shares ( 747 ) ( 9,386 ) Dividends paid ( 15,467 ) ( 19,086 ) Borrowings under repurchase agreements 2,038,303 1,782,934 Repayments of repurchase agreements ( 2,223,592 ) ( 1,898,579 ) Due from brokers, net ( 20,193 ) 13,977 Due to brokers, net ( 926 ) 926 Cash provided by (used in) financing activities ( 222,622 ) ( 129,214 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 16,766 ( 37,532 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,585 56,117 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 35,351 $ 18,585 Supplemental disclosure of cash flow information: Interest paid $ 36,528 $ 30,856 Dividends payable 3,488 4,252 See Notes to Consolidated Financial Statements 71 ELLINGTON RESIDENTIAL MORTGAGE REIT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 1. Organization and Investment Objective Ellington Residential Mortgage REIT, or "EARN," was formed as a Maryland real estate investment trust, or "REIT," on August 2, 2012, and commenced operations on September 25, 2012. EARN conducts its business through its wholly owned subsidiaries, EARN OP GP LLC, or the "General Partner," and Ellington Residential Mortgage LP, or the "Operating Partnership," which were formed as a Delaware limited liability company and a Delaware limited partnership, respectively, on July 31, 2012 and commenced operations on September 25, 2012. The Operating Partnership conducts its business of acquiring, investing in, and managing residential mortgage- and real estate-related assets through its wholly owned subsidiaries. EARN, the General Partner, the Operating Partnership, and their consolidated subsidiaries are hereafter defined as the "Company." Ellington Residential Mortgage Management LLC, or the "Manager," serves as the Manager of the Company pursuant to the terms of the Fifth Amended and Restated Management Agreement, or the "Management Agreement." The Manager is an affiliate of Ellington Management Group, L.L.C., or "EMG," an investment management firm that is an SEC-registered investment adviser with a 25-year history of investing in a broad spectrum of mortgage-backed securities and related derivatives, with an emphasis on the residential mortgage-backed securities, or "RMBS," market. In accordance with the terms of the Management Agreement and the Services Agreement (as described in Note 9), the Manager is responsible for administering the Company's business activities and day-to-day operations, and performs certain services, subject to oversight by the Board of Trustees. See Note 9 for further information on the Management Agreement. The Company acquires and manages RMBS, for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or "Agency RMBS," and RMBS that do not carry such guarantees, or "non-Agency RMBS," such as RMBS backed by prime jumbo, Alternative A-paper, manufactured housing, and subprime residential mortgage loans. Agency RMBS include both Agency pools and Agency collateralized mortgage obligations, or "CMOs," and non-Agency RMBS primarily consist of non-Agency CMOs, both investment grade and non-investment grade. The Company may also acquire and manage CMBS, mortgage servicing rights, credit risk transfer securities, residential mortgage loans, and other mortgage- and real estate-related assets. The Company may also invest in other instruments including, but not limited to, forward-settling To-Be-Announced Agency pass-through certificates, or "TBAs," interest rate swaps and swaptions, U.S. Treasury securities, Eurodollar and U.S. Treasury futures, other financial derivatives, and cash equivalents. The Company's targeted investments may range from unrated first loss securities to AAA senior securities. The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or "the Code," and conducts its operations to qualify and be taxed as a REIT. As a REIT, the Company is required to distribute annually at least 90 % of its taxable income. As long as the Company continues to qualify as a REIT, it will not be subject to U.S. federal corporate taxes on its taxable income to the extent that it distributes all of its annual taxable income to its shareholders within the time limits prescribed by the Code. It is the intention of the Company to distribute at least 100 % of its taxable income, after application of available tax attributes, within the time limits prescribed by the Code, which may extend into the subsequent taxable year. 2. Significant Accounting Policies (A) Basis of Presentation: The Company's consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or "U.S. GAAP," and Regulation S-X. Entities in which the Company has a controlling financial interest, through ownership of the majority of the entities' voting equity interests, or through other contractual rights that give the Company control, are consolidated by the Company. All inter-company balances and transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be material. (B) Valuation: The Company applies ASC 820-10, Fair Value Measurement ("ASC 820-10"), to its holdings of financial instruments. ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1—inputs to the valuation methodology are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Currently, the types of financial instruments the Company generally includes in this category are exchange-traded derivatives; 72 • Level 2—inputs to the valuation methodology other than quoted prices included in Level 1 are observable for the asset or liability, either directly or indirectly. Currently, the types of financial instruments that the Company generally includes in this category are Agency RMBS, U.S. Treasury securities, certain non-Agency RMBS, and actively traded derivatives such as TBAs, interest rate swaps, and swaptions; and • Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. Currently, this category includes certain RMBS, such as certain non-Agency RMBS and certain Agency interest only securities, or "IOs," where there is less price transparency. For certain financial instruments, the various inputs that management uses to measure fair value may fall into different levels of the fair value hierarchy. For each such financial instrument, the determination of which category within the fair value hierarchy is appropriate is based on the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the various inputs that management uses to measure fair value, with the highest priority given to inputs that are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets (Level 1), and the lowest priority given to inputs that are unobservable and significant to the fair value measurement (Level 3). The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company may use valuation techniques consistent with the market and income approaches to measure the fair value of its assets and liabilities. The market approach uses third-party valuations and information obtained from market transactions involving identical or similar assets or liabilities. The income approach uses projections of the future economic benefits of an instrument to determine its fair value, such as in the discounted cash flow methodology. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in these financial instruments. The leveling of each financial instrument is reassessed at the end of each period. Transfers between levels of the fair value hierarchy are assumed to occur at the end of the reporting period. Summary Valuation Techniques For financial instruments that are traded in an "active market," the best measure of fair value is the quoted market price. However, many of the Company's financial instruments are not traded in an active market. Therefore, management generally uses third-party valuations when available. If third-party valuations are not available, management uses other valuation techniques, such as the discounted cash flow methodology. The following are summary descriptions, for the various categories of financial instruments, of the valuation methodologies management uses in determining fair value of the Company's financial instruments in such categories. Management utilizes such methodologies to assign a fair value (the estimated price that, in an orderly transaction at the valuation date, would be received to sell an asset, or paid to transfer a liability, as the case may be) to each such financial instrument. For the Company's RMBS investments and TBAs, management seeks to obtain at least one third-party valuation, and often obtains multiple valuations when available. Management has been able to obtain third-party valuations on the vast majority of these instruments and expects to continue to solicit third-party valuations in the future. Management generally values each financial instrument at the average of third-party valuations received and not rejected as described below. Third-party valuations are not binding, management may adjust the valuations it receives (e.g., downward adjustments for odd lots), and management may challenge or reject a valuation when, based on its validation criteria, management determines that such valuation is unreasonable or erroneous. Furthermore, based on its validation criteria, management may determine that the average of the third-party valuations received for a given instrument does not result in what management believes to be the fair value of such instrument, and in such circumstances management may override this average with its own good faith valuation. The validation criteria may take into account output from management's own models, recent trading activity in the same or similar instruments, and valuations received from third parties. The use of proprietary models requires the use of a significant amount of judgment and the application of various assumptions including, but not limited to, assumptions concerning future prepayment rates and default rates. Given their relatively high level of price transparency, Agency RMBS pass-throughs and TBAs are typically designated as Level 2 assets. Non-Agency RMBS and Agency interest only and inverse interest only RMBS are generally classified as either Level 2 or Level 3 based on the analysis of available market data and/or third-party valuations. Furthermore, the methodology used by the third-party valuation providers is reviewed at least annually by management, so as to ascertain whether such providers are utilizing observable market data to determine the valuations that they provide. Interest rate swaps and swaptions are typically valued based on internal models that use observable market data, including applicable interest rates in effect as of the measurement date; the model-generated valuations are then typically compared to counterparty valuations for reasonableness. These financial derivatives are generally designated as Level 2 instruments. In valuing its derivatives, the Company also considers the creditworthiness of both the Company and its counterparties, along with collateral provisions contained in each derivative agreement. 73 The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value. Repurchase agreements and reverse repurchase agreements are classified as Level 2 assets and liabilities based on the adequacy of the collateral and their short term nature. The Company's valuation process, including the application of validation criteria, is overseen by the Manager's Valuation Committee ("Valuation Committee"). The Valuation Committee includes senior level executives from various departments within the Manager, and each quarter the Valuation Committee reviews and approves the valuations of the Company's investments. The valuation process also includes a monthly review by the Company's third party administrator. The goal of this review is to replicate various aspects of the Company's valuation process based on the Company's documented procedures. Because of the inherent uncertainty of valuation, the estimated fair value of the Company's financial instruments may differ significantly from the values that would have been used had a ready market for the financial instruments existed, and the differences could be material to the consolidated financial statements. (C) Accounting for Securities: Purchases and sales of securities are recorded on trade date and realized and unrealized gains and losses are calculated based on identified cost. The Company has chosen to make a fair value election pursuant to ASC 825-10, Financial Instruments , for its securities portfolio. Electing the fair value option, or "FVO," allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, securities are recorded at fair value on the Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities. The Company evaluates the cost basis of its Agency IOs and non-Agency RMBS for other-than-temporary impairment, or "OTTI," on at least a quarterly basis. When the fair value of a security is less than its amortized cost basis as of the balance sheet date, the security is considered impaired, and the impairment is designated as either temporary or other-than-temporary. When a security's cost basis is impaired, an OTTI is considered to have occurred if (i) the Company intends to sell the security (i.e., a decision has been made as of the reporting date), (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, or (iii) the Company does not expect to recover the security's amortized cost basis, even if the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security. If any of these conditions exist as of the financial reporting date, the entire amount of the impairment loss, if any, is recognized in earnings as a realized loss and the cost basis of the security is adjusted. Any resulting OTTI adjustments made to the amortized cost basis of the security are reflected in Net realized gains (losses) on securities, on the Consolidated Statement of Operations. (D) Interest Income: Coupon interest income on investment securities is accrued based on the outstanding principal balance or notional amount and the current coupon rate on each security. The Company amortizes purchase premiums and accretes purchase discounts on its fixed-income securities. For RMBS that are deemed to be of high credit quality at the time of purchase, premiums and discounts are generally amortized/accreted into interest income over the life of such securities using the effective interest method. For such RMBS whose cash flows vary depending on prepayments, an effective yield retroactive to the time of purchase is periodically recomputed based on actual prepayments and changes in projected prepayment activity, and a catch-up adjustment, or "Catch-up Premium Amortization Adjustment," is made to amortization to reflect the cumulative impact of the change in effective yield. For RMBS that are deemed not to be of high credit quality at the time of purchase, interest income is recognized based on the effective interest method. For purposes of determining the effective interest rate, management estimates the future expected cash flows of its investment holdings based on assumptions including, but not limited to, assumptions for future prepayment rates, default rates, and loss severities (each of which may in turn incorporate various macro-economic assumptions, such as future housing prices). These assumptions are re-evaluated not less than quarterly. Principal write-offs are generally treated as realized losses. Changes in projected cash flows, as applied to the current amortized cost of the security, may result in a prospective change in the yield/interest income recognized on such securities. The Company's accretion of discounts and amortization of premiums on securities for U.S. federal and other tax purposes is likely to differ from the accounting treatment under U.S. GAAP of these items as described above. (E) Cash and Cash Equivalents: Cash and cash equivalents include cash and short term investments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents typically include amounts held in an interest bearing overnight account and amounts held in money market funds, and these balances generally exceed insured limits. The Company holds its cash at institutions that it believes to be highly creditworthy. 74 (F) Due from brokers/Due to brokers: Due from brokers and Due to brokers accounts on the Consolidated Balance Sheet include collateral transferred to or received from counterparties, including clearinghouses, along with receivables and payables for open and/or closed derivative positions. (G) Financial Derivatives: The Company enters into various types of financial derivatives subject to its investment guidelines, which include restrictions associated with maintaining its qualification as a REIT. The Company's financial derivatives are predominantly subject to bilateral collateral arrangements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Company may be required to deliver or may receive cash or securities as collateral upon entering into derivative transactions. In addition, changes in the relative value of financial derivative transactions may require the Company or the counterparty to post or receive additional collateral. In the case of cleared financial derivatives, the clearinghouse becomes the Company's counterparty and a futures commission merchant acts as intermediary between the Company and the clearinghouse with respect to all facets of the related transaction, including the posting and receipt of required collateral. Collateral received by the Company is reflected on the Consolidated Balance Sheet as "Due to Brokers." Conversely, collateral posted by the Company is reflected as "Due from Brokers" on the Consolidated Balance Sheet. The types of financial derivatives that have been utilized by the Company to date include interest rate swaps, TBAs, swaptions, and futures. Swaps: The Company enters into interest rate swaps. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. The Company enters into interest rate swap contracts primarily to mitigate interest rate risk. The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Swaps change in value with movements in interest rates or total return of the reference securities. During the term of swap contracts, changes in value are recognized as unrealized gains or losses on the Consolidated Statement of Operations. When a contract is terminated, the Company realizes a gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Company's basis in the contract, if any. Periodic payments or receipts required by swap agreements are recorded as unrealized gains or losses when accrued and realized gains or losses when received or paid. Upfront payments paid and/or received by the Company to open swap contracts are recorded as an asset and/or liability on the Consolidated Balance Sheet and are recorded as a realized gain or loss on the termination date. TBA Securities: The Company transacts in the forward settling TBA market. A TBA position is a forward contract for the purchase ("long position") or sale ("short position") of Agency RMBS at a predetermined price, face amount, issuer, coupon, and maturity on an agreed-upon future delivery date. For each TBA contract and delivery month, a uniform settlement date for all market participants is determined by the Securities Industry and Financial Markets Association. The specific Agency RMBS to be delivered into the contract at the settlement date are not known at the time of the transaction. The Company typically does not take delivery of TBAs, but rather enters into offsetting transactions and settles the associated receivable and payable balances with its counterparties. The Company uses TBAs to mitigate interest rate risk, usually by taking short positions. The Company also invests in TBAs as a means of acquiring additional exposure to Agency RMBS, or for speculative purposes, including holding long positions. TBAs are accounted for by the Company as financial derivatives. The difference between the contract price and the fair value of the TBA position as of the reporting date is included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Upon settlement of the TBA contract, the realized gain (loss) on the TBA contract is equal to the net cash amount received (paid). Options : The Company enters into swaption contracts. It may purchase or write put, call, straddle, or other similar options contracts. The Company enters into options contracts primarily to help mitigate interest rate risk. When the Company purchases an options contract, the option asset is initially recorded at an amount equal to the premium paid, if any, and is subsequently marked-to-market. Premiums paid for purchasing options contracts that expire unexercised are recognized on the expiration date as realized losses. If an options contract is exercised, the premium paid is subtracted from the proceeds of the sale or added to the cost of the purchase to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company writes an options contract, the option liability is initially recorded at an amount equal to the premium received, if any, and is subsequently marked-to-market. Premiums received for writing options contracts that expire unexercised are recognized on the expiration date as realized gains. If an options contract is exercised, the premium received is subtracted from the cost of the purchase or added to the proceeds of the sale to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company enters into a closing transaction, the Company will realize a gain or loss depending upon whether the amount from the closing transaction is greater or less than the premiums paid or received. In general, the Company's options contracts contain forward-settling premiums. In this case, no money is exchanged upfront; instead, the agreed-upon premium is paid by the buyer upon expiration of the options contract, regardless of whether or not the options contract is exercised. Unrealized gains or (losses) resulting from the options contract being marked-to-market are 75 included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Realized gains or (losses) are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations. Futures Contracts : The Company enters into Eurodollar futures contracts and U.S. Treasury futures contracts. A futures contract is an exchange-traded agreement to buy or sell an asset for a set price on a future date. Initial margin deposits are made upon entering into futures contracts and can be either in the form of cash or securities. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by marking-to-market to reflect the current market value of the contract. Unrealized gains or (losses) are included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Variation margin payments are made or received periodically, depending upon whether unrealized losses or gains are incurred. When the contract is closed, the Company records a realized gain or loss equal to the difference between the proceeds of the closing transaction and the Company's basis in the contract. Realized gains or (losses) are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations. Financial derivative assets are included in Financial derivatives–assets, at fair value on the Consolidated Balance Sheet while financial derivative liabilities are included in Financial derivatives–liabilities, at fair value on the Consolidated Balance Sheet. The Company has chosen to elect the FVO for its financial derivatives. Electing the FVO allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. Changes in unrealized gains and losses on financial derivatives are included in Change in net unrealized gains (losses) on financial derivatives, on the Consolidated Statement of Operations. Realized gains and losses on financial derivatives are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations. (H) Repurchase Agreements: The Company enters into repurchase agreements with third-party broker-dealers, whereby it sells securities under agreements to repurchase at an agreed upon price and date. The Company accounts for repurchase agreements as collateralized borrowings, with the initial sale price representing the amount borrowed, and with the future repurchase price consisting of the amount borrowed plus interest, at the implied interest rate of the repurchase agreement, on the amount borrowed over the term of the repurchase agreement. The interest rate on a repurchase agreement is based on competitive market rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. When the Company enters into a repurchase agreement, the lender establishes and maintains an account containing cash and/or securities having a value not less than the repurchase price, including accrued interest, of the repurchase agreement. Repurchase agreements are carried at their contractual amounts, which approximate fair value due to their short-term nature. (I) Reverse Repurchase Agreements: The Company enters into reverse repurchase agreement transactions with third-party broker-dealers, whereby it purchases securities under agreements to resell at an agreed upon price and date. The interest rate on a reverse repurchase agreement is based on competitive market rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. Reverse repurchase agreements are carried at their contractual amounts, which approximate fair value due to their short-term nature. Repurchase and reverse repurchase agreements that are conducted with the same counterparty can be reported on a net basis if they meet the requirements of ASC 210-20, Balance Sheet Offsetting . There are currently no repurchase and reverse repurchase agreements reported on a net basis in the Company's consolidated financial statements. (J) Securities Sold Short: The Company may purchase or engage in short sales of U.S. Treasury securities to mitigate the potential impact of changes in interest rates on the performance of its portfolio. When the Company sells securities short, it typically satisfies its security delivery settlement obligation by borrowing or purchasing the security sold short from the same or a different counterparty. When borrowing a security sold short from a counterparty, the Company generally is required to deliver cash or securities to such counterparty as collateral for the Company's obligation to return the borrowed security. The Company has chosen to make the fair value election pursuant to ASC 825-10, Financial Instruments , for its securities sold short. Electing the FVO allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, securities sold short are recorded at fair value on the Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities. A realized gain or loss will be recognized upon the termination of a short sale if the market price is less or greater than the original sale price. Such realized gain or loss is recorded on the Company's Consolidated Statement of Operations in Net realized gains (losses) on securities. 76 (K) Offering Costs/Deferred Offering Costs/Underwriters' Discounts: Offering costs, underwriters' discounts and commissions and fees, are charged against shareholders' equity within Additional paid-in-capital. Offering costs typically include legal, accounting, and other fees associated with the cost of raising equity capital. (L) Share Based Compensation: The Company applies the provisions of ASC 718, Compensation—Stock Compensation ("ASC 718"), with regard to its equity incentive plan. ASC 718 covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. ASC 718 requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured based on the fair value, at the grant date, of the equity or liability instruments issued and is amortized over the vesting period. Restricted shares issued to the Company's independent trustees and partially dedicated personnel are participating securities and receive dividends prior to vesting. Fair value for such awards is based on the closing stock price on the New York Stock Exchange at the grant date. The vesting period for restricted share awards is typically one to two years . Shares issued to the Company's independent trustees and partially dedicated personnel are subject to tax withholding upon vesting. The Company's independent trustees and partially dedicated personnel are permitted to forfeit a portion of their vested shares to pay such withholding tax. Forfeited shares decrease the total number of shares issued and outstanding and are immediately retired upon settlement. (M) Dividends: Dividends payable are recorded on the declaration date. (N) Expenses: Expenses are recognized as incurred on the Consolidated Statement of Operations. (O) Earnings Per Share: In accordance with the provisions of ASC 260, Earnings per Share , the Company calculates basic income (loss) per share by dividing net income (loss) for the period by the weighted average of the Company's common shares outstanding for that period. Diluted income (loss) per share takes into account the effect of dilutive instruments, such as share options and warrants, and uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted average number of shares outstanding. (P) Share Repurchases: Common shares that are repurchased by the Company subsequent to issuance are immediately retired upon settlement and decrease the total number of shares issued and outstanding. The cost of such share repurchases is charged against Additional paid-in-capital on the Company's Consolidated Balance Sheet. (Q) Income Taxes: The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code. As a REIT, the Company is generally not subject to corporate-level federal and state income tax on net income it distributes to its shareholders within the prescribed timeframes. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including distributing at least 90 % of its annual taxable income to shareholders. Even if the Company qualifies as a REIT, it may be subject to certain federal, state, local and foreign taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state, and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which the Company fails to qualify as a REIT. The Company follows the authoritative guidance on accounting for and disclosure of uncertainty on tax positions, which requires management to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For uncertain tax positions, the tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company did not have any unrecognized tax benefits resulting from tax positions related to the current period or its open tax years. In the normal course of business, the Company may be subject to examination by federal, state, local, and foreign jurisdictions, where applicable, for the current period and its open tax years. The Company may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any of such positions, the Company might be found to have a tax liability that has not been recorded in the accompanying consolidated financial statements. Also, management's conclusions regarding the authoritative guidance may be subject to review and adjustment at a later date based on changing tax laws, regulations, and interpretations thereof. There were no amounts accrued for penalties or interest as of or during the periods presented in these consolidated financial statements. (R) Recent Accounting Pronouncements : In August 2018, the Financial Accounting Standards Board, or "FASB," issued ASU 2018-13, Fair Value Measurement—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). This amends ASC 820, Fair Value Measurement , to remove or modify various current disclosure requirements related to fair value measurement. Additionally ASU 2018-13 requires certain additional disclosures around fair value measurement. ASU 2018-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those years, with early adoption permitted. Entities are permitted to early adopt any removed or modified 77 disclosures and delay adoption of the additional disclosures until their effective date. The Company has elected to early adopt the removal and modification of various disclosure requirements in accordance with ASU 2018-13; early adoption has not had a material impact on the Company's consolidated financial statements. The Company has elected not to early adopt the additional disclosure requirements. The adoption of the additional disclosure requirements, as required under ASU 2018-13, is not expected to have a material impact on the Company's consolidated financial statements. 3. Mortgage-Backed Securities The following tables present details of the Company's mortgage-backed securities portfolio at December 31, 2019 and 2018, respectively. The Company's Agency RMBS include mortgage pass-through certificates and CMOs representing interests in or obligations backed by pools of residential mortgage loans issued or guaranteed by a U.S. government agency or government-sponsored enterprise, or "GSE." The non-Agency RMBS portfolio is not issued or guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, or any agency of the U.S. Government and is therefore subject to greater credit risk. By RMBS Type December 31, 2019 : ($ in thousands) Gross Unrealized Weighted Average Current Principal Unamortized Premium (Discount) Amortized Cost Gains Losses Fair Value Coupon (1) Yield Life (Years) (2) Agency RMBS: 15-year fixed-rate mortgages $ 173,350 $ 3,498 $ 176,848 $ 4,424 $ ( 41 ) $ 181,231 3.45 % 2.89 % 4.06 20-year fixed-rate mortgages 1,276 80 1,356 29 — 1,385 5.00 % 3.34 % 5.09 30-year fixed-rate mortgages 996,451 45,099 1,041,550 19,676 ( 2,348 ) 1,058,878 4.18 % 3.12 % 6.71 Adjustable rate mortgages 32,122 927 33,049 264 ( 58 ) 33,255 3.79 % 2.41 % 4.20 Reverse mortgages 91,560 6,847 98,407 1,549 ( 22 ) 99,934 4.53 % 2.73 % 5.66 Interest only securities n/a n/a 17,795 648 ( 199 ) 18,244 3.22 % 9.11 % 3.97 Total Agency RMBS 1,294,759 56,451 1,369,005 26,590 ( 2,668 ) 1,392,927 3.99 % 3.12 % 5.92 Non-Agency RMBS 10,947 ( 4,023 ) 6,924 1,928 ( 1 ) 8,851 3.73 % 13.48 % 5.93 Total RMBS $ 1,305,706 $ 52,428 $ 1,375,929 $ 28,518 $ ( 2,669 ) $ 1,401,778 3.98 % 3.17 % 5.92 (1) Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral. (2) Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal. 78 December 31, 2018 : ($ in thousands) Gross Unrealized Weighted Average Current Principal Unamortized Premium (Discount) Amortized Cost Gains Losses Fair Value Coupon (1) Yield Life (Years) (2) Agency RMBS: 15-year fixed-rate mortgages $ 135,537 $ 3,307 $ 138,844 $ 655 $ ( 1,968 ) $ 137,531 3.56 % 2.88 % 4.90 20-year fixed-rate mortgages 7,267 575 7,842 — ( 337 ) 7,505 4.00 % 2.53 % 5.88 30-year fixed-rate mortgages 1,237,047 57,470 1,294,517 2,731 ( 23,734 ) 1,273,514 4.22 % 3.48 % 8.10 Adjustable rate mortgages 17,752 1,217 18,969 1 ( 727 ) 18,243 4.02 % 2.63 % 3.90 Reverse mortgages 70,991 6,331 77,322 5 ( 1,423 ) 75,904 4.61 % 2.90 % 5.58 Interest only securities n/a n/a 16,740 951 ( 1,325 ) 16,366 4.41 % 9.00 % 4.24 Total Agency RMBS 1,468,594 68,900 1,554,234 4,343 ( 29,514 ) 1,529,063 4.19 % 3.45 % 7.38 Non-Agency RMBS 13,755 ( 4,324 ) 9,431 1,806 ( 4 ) 11,233 4.38 % 12.59 % 5.69 Total RMBS $ 1,482,349 $ 64,576 $ 1,563,665 $ 6,149 $ ( 29,518 ) $ 1,540,296 4.19 % 3.50 % 7.37 (1) Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral. (2) Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal. By Estimated Weighted Average Life As of December 31, 2019 : ($ in thousands) Agency RMBS Agency Interest Only Securities Non-Agency RMBS Estimated Weighted Average Life (1) Fair Value Amortized Cost Weighted Average Coupon (2) Fair Value Amortized Cost Weighted Average Coupon (2) Fair Value Amortized Cost Weighted Average Coupon (2) Less than three years $ 53,620 $ 52,683 4.72 % $ 3,695 $ 3,407 4.53 % $ 4,000 $ 3,823 5.35 % Greater than three years and less than seven years 793,820 778,950 4.18 % 14,446 14,283 2.93 % 784 307 3.88 % Greater than seven years and less than eleven years 496,334 488,956 3.92 % 103 105 0.33 % 4,067 2,794 2.29 % Greater than eleven years 30,909 30,621 3.97 % — — — % — — — % Total $ 1,374,683 $ 1,351,210 4.10 % $ 18,244 $ 17,795 3.22 % $ 8,851 $ 6,924 3.73 % (1) Average lives of RMBS are generally shorter than stated contractual maturities. (2) Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral. As of December 31, 2018: ($ in thousands) Agency RMBS Agency Interest Only Securities Non-Agency RMBS Estimated Weighted Average Life (1) Fair Value Amortized Cost Weighted Average Coupon (2) Fair Value Amortized Cost Weighted Average Coupon (2) Fair Value Amortized Cost Weighted Average Coupon (2) Less than three years $ 12,667 $ 12,796 4.69 % $ 1,129 $ 1,671 4.41 % $ 4,635 $ 3,975 4.96 % Greater than three years and less than seven years 394,733 399,895 4.26 % 15,237 15,069 4.41 % 2,500 2,366 5.89 % Greater than seven years and less than eleven years 1,086,032 1,105,538 4.14 % — — — % 4,098 3,090 2.99 % Greater than eleven years 19,265 19,265 4.10 % — — — % — — — % Total $ 1,512,697 $ 1,537,494 4.17 % $ 16,366 $ 16,740 4.41 % $ 11,233 $ 9,431 4.38 % (1) Average lives of RMBS are generally shorter than stated contractual maturities. (2) Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral. 79 The following tables reflect the components of interest income on the Company's RMBS for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 Year Ended December 31, 2018 ($ in thousands) Coupon Interest Net Amortization Interest Income Coupon Interest Net Amortization Interest Income Agency RMBS $ 61,197 $ ( 19,710 ) $ 41,487 $ 66,822 $ ( 14,699 ) $ 52,123 Non-Agency RMBS 425 467 892 815 446 1,261 Total $ 61,622 $ ( 19,243 ) $ 42,379 $ 67,637 $ ( 14,253 ) $ 53,384 For the years ended December 31, 2019 and 2018, the Catch-up Premium Amortization Adjustment was $( 5.9 ) million and $( 38 ) thousand , respectively. For the year ended December 31, 2019 , the Company recognized an impairment charge of $ 4.3 million relating to its Agency IOs, which is included in Net realized gains (losses) on securities, on the Consolidated Statement of Operations. This charge recorded was due to an adverse change in cash flows resulting from an increase in prepayments. 4. Valuation The following tables present the Company's financial instruments measured at fair value on: December 31, 2019 : (In thousands) Description Level 1 Level 2 Level 3 Total Assets: Mortgage-backed securities, at fair value: Agency RMBS: 15-year fixed-rate mortgages $ — $ 181,231 $ — $ 181,231 20-year fixed-rate mortgages — 1,385 — 1,385 30-year fixed-rate mortgages — 1,058,878 — 1,058,878 Adjustable rate mortgages — 33,255 — 33,255 Reverse mortgages — 99,934 — 99,934 Interest only securities — 10,605 7,639 18,244 Non-Agency RMBS — 5,578 3,273 8,851 Mortgage-backed securities, at fair value — 1,390,866 10,912 1,401,778 Financial derivatives–assets, at fair value: TBAs — 122 — 122 Interest rate swaps — 3,624 — 3,624 Futures 434 — — 434 Total financial derivatives–assets, at fair value 434 3,746 — 4,180 Total mortgage-backed securities and financial derivatives–assets, at fair value $ 434 $ 1,394,612 $ 10,912 $ 1,405,958 Liabilities: U.S. Treasury securities sold short, at fair value $ — $ ( 2,070 ) $ — $ ( 2,070 ) Financial derivatives–liabilities, at fair value: TBAs — ( 304 ) — ( 304 ) Interest rate swaps — ( 1,647 ) — ( 1,647 ) Futures ( 96 ) — — ( 96 ) Total financial derivatives–liabilities, at fair value ( 96 ) ( 1,951 ) — ( 2,047 ) Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value $ ( 96 ) $ ( 4,021 ) $ — $ ( 4,117 ) 80 December 31, 2018 : (In thousands) Description Level 1 Level 2 Level 3 Total Assets: Mortgage-backed securities, at fair value: Agency RMBS: 15-year fixed-rate mortgages $ — $ 137,531 $ — $ 137,531 20-year fixed-rate mortgages — 7,505 — 7,505 30-year fixed-rate mortgages — 1,273,514 — 1,273,514 Adjustable rate mortgages — 18,243 — 18,243 Reverse mortgages — 75,904 — 75,904 Interest only securities — 13,534 2,832 16,366 Non-Agency RMBS — 6,599 4,634 11,233 Mortgage-backed securities, at fair value — 1,532,830 7,466 1,540,296 Financial derivatives–assets, at fair value: TBAs — 794 — 794 Interest rate swaps — 11,045 — 11,045 Total financial derivatives–assets, at fair value — 11,839 — 11,839 Total mortgage-backed securities and financial derivatives–assets, at fair value $ — $ 1,544,669 $ 7,466 $ 1,552,135 Liabilities: U.S. Treasury securities sold short, at fair value $ — $ ( 374 ) $ — $ ( 374 ) Financial derivatives–liabilities, at fair value: TBAs — ( 2,536 ) — ( 2,536 ) Interest rate swaps — ( 6,193 ) — ( 6,193 ) Futures ( 7,830 ) — — ( 7,830 ) Total financial derivatives–liabilities, at fair value ( 7,830 ) ( 8,729 ) — ( 16,559 ) Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value $ ( 7,830 ) $ ( 9,103 ) $ — $ ( 16,933 ) The following tables present additional information about the Company's investments which are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value. Year ended December 31, 2019 : (In thousands) Non-Agency RMBS Agency RMBS Beginning balance as of December 31, 2018 $ 4,634 $ 2,832 Purchases — 2,818 Proceeds from sales ( 1,372 ) — Principal repayments ( 792 ) — (Amortization)/accretion, net 377 ( 1,082 ) Net realized gains (losses) 55 ( 1,082 ) Change in net unrealized gains (losses) ( 16 ) 686 Transfers: Transfers into level 3 1,097 4,077 Transfers out of level 3 ( 710 ) ( 610 ) Ending balance as of December 31, 2019 $ 3,273 $ 7,639 All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company at December 31, 2019 , as well as Level 3 financial instruments 81 disposed of by the Company during the year ended December 31, 2019 . For Level 3 financial instruments held by the Company as of December 31, 2019 , change in net unrealized gains (losses) of $( 25 ) thousand and $ 0.5 million , for the year ended December 31, 2019 relate to non-Agency RMBS and Agency RMBS, respectively. At December 31, 2019 , the Company transferred $ 1.3 million of RMBS from Level 3 to Level 2 and $ 5.2 million of RMBS from Level 2 to Level 3. Transfers between hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources. Year ended December 31, 2018 : (In thousands) Non-Agency RMBS Agency RMBS Beginning balance as of December 31, 2017 $ 8,832 $ 2,254 Purchases — 160 Proceeds from sales ( 3,638 ) — Principal repayments ( 704 ) — (Amortization)/accretion, net 291 ( 1,046 ) Net realized gains (losses) 1,254 ( 176 ) Change in net unrealized gains (losses) ( 815 ) 373 Transfers: Transfers into level 3 2,064 1,267 Transfers out of level 3 ( 2,650 ) — Ending balance as of December 31, 2018 $ 4,634 $ 2,832 All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company as of December 31, 2018 , as well as Level 3 financial instruments disposed of by the Company during the year ended December 31, 2018 . For Level 3 financial instruments held by the Company as of December 31, 2018 , change in net unrealized gains (losses) of $ 16 thousand and $ 0.3 million , for the year ended December 31, 2018 relate to non-Agency RMBS and Agency RMBS, respectively. At December 31, 2018 , the Company transferred $ 2.7 million of RMBS from Level 3 to Level 2 and $ 3.3 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources. 82 The following tables identify the significant unobservable inputs that affect the valuation of the Company's Level 3 assets and liabilities as of December 31, 2019 and 2018: December 31, 2019 : Range Description Fair Value Valuation Technique Significant Unobservable Input Min Max Weighted Average (1) (In thousands) Non-Agency RMBS $ 1,558 Market quotes Non-Binding Third-Party Valuation $ 64.56 $ 89.04 $ 81.56 Agency RMBS–Interest Only Securities 2,615 Market quotes Non-Binding Third-Party Valuation 6.67 17.14 11.96 Non-Agency RMBS 1,715 Discounted Cash Flows Yield 1.3 % 9.9 % 4.4 % Projected Collateral Prepayments 50.5 % 61.8 % 57.7 % Projected Collateral Losses 2.2 % 2.2 % 2.2 % Projected Collateral Recoveries 6.6 % 14.5 % 11.6 % Projected Collateral Scheduled Amortization 21.6 % 40.7 % 28.5 % 100.0 % Agency RMBS–Interest Only Securities 5,024 Option Adjusted Spread ("OAS") LIBOR OAS (2) 77 25,553 824 Projected Collateral Prepayments 41.7 % 80.3 % 73.4 % Projected Collateral Scheduled Amortization 19.7 % 58.3 % 26.6 % 100.0 % (1) Averages are weighted based on the fair value of the related instrument. (2) Shown in basis points. December 31, 2018: Range Description Fair Value Valuation Technique Significant Unobservable Input Min Max Weighted Average (1) (In thousands) Non-Agency RMBS $ 2,745 Market quotes Non-Binding Third-Party Valuation $ 83.59 $ 86.59 $ 85.65 Non-Agency RMBS 1,889 Discounted Cash Flows Yield 3.4 % 5.4 % 4.5 % Projected Collateral Prepayments 50.2 % 66.4 % 56.6 % Projected Collateral Losses 2.3 % 8.6 % 4.9 % Projected Collateral Recoveries 7.5 % 12.3 % 9.6 % Projected Collateral Scheduled Amortization 17.8 % 39.9 % 28.9 % 100.0 % Agency RMBS–Interest Only Securities 2,832 Option Adjusted Spread ("OAS") LIBOR OAS (2) 319 1,439 734 Projected Collateral Prepayments 33.9 % 79.5 % 59.4 % Projected Collateral Scheduled Amortization 20.5 % 66.1 % 40.6 % 100.0 % (1) Averages are weighted based on the fair value of the related instrument. (2) Shown in basis points. 83 Third-party non-binding valuations are validated by comparing such valuations to internally generated prices based on the Company's models and, when available, to recent trading activity in the same or similar instruments. For those instruments valued using discounted cash flows, collateral prepayments, losses, recoveries, and scheduled amortization are projected over the remaining life of the collateral and expressed as a percentage of the collateral's current principal balance. For those assets valued using the LIBOR Option Adjusted Spread, or "OAS," valuation methodology, cash flows are projected using the Company's models over multiple interest rate scenarios, and these projected cash flows are then discounted using the LIBOR rates implied by each interest rate scenario. The LIBOR OAS of an asset is then computed as the unique constant yield spread that, when added to all LIBOR rates in each interest rate scenario generated by the model, will equate (a) the expected present value of the projected asset cash flows over all model scenarios to (b) the actual current market price of the asset. LIBOR OAS is therefore model-dependent. Generally speaking, LIBOR OAS measures the additional yield spread over LIBOR that an asset provides at its current market price after taking into account any interest rate options embedded in the asset. Material changes in any of the inputs above in isolation could result in a significant change to reported fair value measurements. Fair value measurements are impacted by the interrelationships of these inputs. For example, a higher expectation of collateral prepayments will generally result in a lower expectation of collateral losses. Conversely, higher losses will generally result in lower prepayments. The following table summarizes the estimated fair value of all other financial instruments not included in the disclosures above as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 (In thousands) Fair Value Carrying Value Fair Value Carrying Value Other financial instruments Assets: Cash and cash equivalents $ 35,351 $ 35,351 $ 18,585 $ 18,585 Due from brokers 34,596 34,596 24,051 24,051 Reverse repurchase agreements 2,084 2,084 379 379 Liabilities: Repurchase agreements 1,296,272 1,296,272 1,481,561 1,481,561 Due to brokers 33 33 1,325 1,325 Cash and cash equivalents includes cash held in interest bearing overnight accounts, for which fair value equals the carrying value, and cash held in money market accounts, which are liquid in nature and for which fair value equals the carrying value; such assets are considered Level 1 assets. Due from brokers and Due to brokers include collateral transferred to or received from counterparties, along with receivables and payables for open and/or closed derivative positions. These receivables and payables are short term in nature and any collateral transferred consists primarily of cash; fair value of these items approximates carrying value and such items are considered Level 1 assets and liabilities. The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value due to their short term nature. Repurchase agreements and reverse repurchase agreements are classified as Level 2 assets and liabilities based on the adequacy of the collateral and their short term nature. 5. Financial Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. Specifically, the Company's primary source of financing is repurchase agreements and the Company enters into financial derivative and other instruments to manage exposure to variable cash flows on portions of its borrowings under those repurchase agreements. Since the interest rates on repurchase agreements typically change with market interest rates such as LIBOR, the Company is exposed to constantly changing interest rates, which accordingly affects cash flows associated with the Company's borrowings. To mitigate the effect of changes in these interest rates and their related cash flows, the Company may enter into a variety of derivative contracts, including interest rate swaps, futures, swaptions, and TBAs. Additionally, from time to time, the Company may use short positions in U.S. Treasury securities to mitigate its interest rate risk. 84 The following table details the fair value of the Company's holdings of financial derivatives as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 (In thousands) Financial derivatives–assets, at fair value: TBA securities purchase contracts $ 48 $ 794 TBA securities sale contracts 74 — Fixed payer interest rate swaps 3,543 10,201 Fixed receiver interest rate swaps 81 844 Futures 434 — Total financial derivatives–assets, at fair value 4,180 11,839 Financial derivatives–liabilities, at fair value: TBA securities purchase contracts ( 71 ) — TBA securities sale contracts ( 233 ) ( 2,536 ) Fixed payer interest rate swaps ( 1,632 ) ( 6,190 ) Fixed receiver interest rate swaps ( 15 ) ( 3 ) Futures ( 96 ) ( 7,830 ) Total financial derivatives–liabilities, at fair value ( 2,047 ) ( 16,559 ) Total, net $ 2,133 $ ( 4,720 ) Interest Rate Swaps The following tables provide information about the Company's fixed payer interest rate swaps as of December 31, 2019 and 2018: December 31, 2019 : Weighted Average Maturity Notional Amount Fair Value Pay Rate Receive Rate Remaining Years to Maturity (In thousands) 2020 $ 86,000 $ 148 1.60 % 1.97 % 0.32 2021 161,581 ( 134 ) 1.79 1.92 1.55 2022 74,370 292 1.54 1.91 2.92 2023 84,373 ( 1,223 ) 1.97 1.91 3.61 2024 19,073 246 1.46 2.04 4.76 2025 106,812 1,129 1.56 1.92 5.91 2026 28,502 402 1.57 1.91 6.92 2027 35,550 547 1.61 1.92 7.91 2029 170 2 1.72 1.90 9.89 2042 10,303 501 1.81 1.91 22.93 2048 630 ( 157 ) 3.18 1.92 28.93 2049 3,633 158 1.89 1.94 29.84 Total $ 610,997 $ 1,911 1.69 % 1.93 % 3.87 85 December 31, 2018: Weighted Average Maturity Notional Amount Fair Value Pay Rate Receive Rate Remaining Years to Maturity (In thousands) 2020 $ 86,000 $ 1,390 1.60 % 2.50 % 1.32 2021 165,600 2,099 2.09 2.63 2.52 2022 68,480 1,289 2.00 2.60 3.43 2023 23,600 695 1.88 2.51 4.36 2024 8,900 269 1.99 2.40 5.26 2025 47,722 ( 202 ) 2.57 2.67 6.17 2026 40,885 2,841 1.63 2.63 7.71 2027 30,000 845 2.29 2.58 8.34 2028 150,563 ( 4,486 ) 2.97 2.55 9.61 2043 12,380 ( 338 ) 2.99 2.61 24.38 2048 5,500 ( 391 ) 3.18 2.69 29.93 Total $ 639,630 $ 4,011 2.26 % 2.58 % 5.77 The following tables provide information about the Company's fixed receiver interest rate swaps as of December 31, 2019 and 2018. December 31, 2019 : Weighted Average Maturity Notional Amount Fair Value Pay Rate Receive Rate Remaining Years to Maturity (In thousands) 2023 $ 13,200 $ 81 1.94 % 1.87 % 3.32 2029 9,902 ( 15 ) 1.92 1.87 9.98 Total $ 23,102 $ 66 1.93 % 1.87 % 6.17 December 31, 2018: Weighted Average Maturity Notional Amount Fair Value Pay Rate Receive Rate Remaining Years to Maturity (In thousands) 2023 $ 59,562 $ 406 2.79 % 2.72 % 4.98 2028 18,870 295 2.79 2.89 9.97 2029 9,750 ( 3 ) 2.81 2.71 10.02 2048 5,000 143 2.78 2.98 29.97 Total $ 93,182 $ 841 2.79 % 2.77 % 7.86 86 Futures The following tables provide information about the Company's futures as of December 31, 2019 and 2018. December 31, 2019 : Description Notional Amount Fair Value Remaining Months to Expiration ($ in thousands) Long Contracts: U.S. Treasury Futures $ 4,100 $ ( 96 ) 2.84 Short Contracts: U.S. Treasury Futures ( 37,500 ) 434 2.72 Total, net $ ( 33,400 ) $ 338 2.71 December 31, 2018: Description Notional Amount Fair Value Remaining Months to Expiration ($ in thousands) Short Contracts: U.S. Treasury Futures $ ( 301,300 ) $ ( 7,830 ) 2.76 TBAs The Company transacts in the forward settling TBA market. Pursuant to these TBA transactions, the Company agrees to purchase or sell, for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date. TBAs are generally liquid, have quoted market prices, and represent the most actively traded class of MBS. The Company uses TBAs to mitigate interest rate risk, usually by taking short positions. The Company also invests in TBAs as a means of acquiring additional exposure to Agency RMBS, or for speculative purposes, including holding long positions. The Company does not generally take delivery of TBAs; rather, it settles the associated receivable and payable with its trading counterparties on a net basis. Transactions with the same counterparty for the same TBA that result in a reduction of the position are treated as extinguished. As of December 31, 2019 and 2018, the Company had outstanding contracts to purchase ("long positions") and sell ("short positions") TBA securities as follows: December 31, 2019 December 31, 2018 TBA Securities Notional Amount (1) Cost Basis (2) Market Value (3) Net Carrying Value (4) Notional Amount (1) Cost Basis (2) Market Value (3) Net Carrying Value (4) (In thousands) Purchase contracts: Assets $ 26,877 $ 27,087 $ 27,135 $ 48 $ 95,054 $ 95,967 $ 96,761 $ 794 Liabilities 43,570 45,629 45,558 ( 71 ) — — — — 70,447 72,716 72,693 ( 23 ) 95,054 95,967 96,761 794 Sale contracts: Assets ( 82,520 ) ( 85,124 ) ( 85,050 ) 74 — — — — Liabilities ( 164,435 ) ( 170,779 ) ( 171,012 ) ( 233 ) ( 289,012 ) ( 291,438 ) ( 293,974 ) ( 2,536 ) ( 246,955 ) ( 255,903 ) ( 256,062 ) ( 159 ) ( 289,012 ) ( 291,438 ) ( 293,974 ) ( 2,536 ) Total TBA securities, net $ ( 176,508 ) $ ( 183,187 ) $ ( 183,369 ) $ ( 182 ) $ ( 193,958 ) $ ( 195,471 ) $ ( 197,213 ) $ ( 1,742 ) (1) Notional amount represents the principal balance of the underlying Agency RMBS. (2) Cost basis represents the forward price to be paid (received) for the underlying Agency RMBS. (3) Market value represents the current market value of the underlying Agency RMBS (on a forward delivery basis) as of period end. 87 (4) Net carrying value represents the difference between the market value of the TBA contract as of period end and the cost basis and is reported in Financial derivatives-assets at fair value and Financial derivatives-liabilities at fair value on the Consolidated Balance Sheet. The table below details the average notional values of the Company's financial derivatives, using absolute value of month end notional values, for the years ended December 31, 2019 and 2018: Derivative Type Year Ended December 31, 2019 Year Ended December 31, 2018 (In thousands) Interest rate swaps $ 651,793 $ 606,315 TBAs 474,555 577,864 Futures 114,277 255,538 Options 1,492 5,385 Gains and losses on the Company's financial derivatives for the years ended December 31, 2019 and 2018 are summarized in the tables below: Year Ended December 31, 2019 Derivative Type Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps Net Realized Gains (Losses) on Financial Derivatives Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps Change in Net Unrealized Gains (Losses) on Financial Derivatives (In thousands) Interest rate swaps $ 1,262 $ ( 19,508 ) $ ( 18,246 ) $ 850 $ ( 4,141 ) $ ( 3,291 ) TBAs ( 6,624 ) ( 6,624 ) 1,561 1,561 Futures ( 14,005 ) ( 14,005 ) 8,168 8,168 Options ( 100 ) ( 100 ) — — Total $ 1,262 $ ( 40,237 ) $ ( 38,975 ) $ 850 $ 5,588 $ 6,438 Year Ended December 31, 2018 Derivative Type Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps Net Realized Gains (Losses) on Financial Derivatives Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps Change in Net Unrealized Gains (Losses) on Financial Derivatives (In thousands) Interest rate swaps $ 1,037 $ 5,312 $ 6,349 $ ( 432 ) $ ( 1,657 ) $ ( 2,089 ) TBAs 11,608 11,608 ( 1,410 ) ( 1,410 ) Futures 1,670 1,670 ( 8,000 ) ( 8,000 ) Options ( 249 ) ( 249 ) 68 68 Total $ 1,037 $ 18,341 $ 19,378 $ ( 432 ) $ ( 10,999 ) $ ( 11,431 ) From time to time, the Company uses short positions in U.S. Treasury positions as a component of its interest rate hedging portfolio. As of December 31, 2019 , the Company held short positions in U.S. Treasury securities, with a principal amount of $ 2.1 million and a fair value of $ 2.1 million . As of December 31, 2018, the Company held short positions in U.S. Treasury securities, with a principal amount of $ 0.4 million and a fair value of $ 0.4 million . Such securities are included on the Company's Consolidated Balance Sheet under the caption U.S. Treasury securities sold short, at fair value. 88 6. Borrowings under Repurchase Agreements The Company enters into repurchase agreements. A repurchase agreement involves the sale of an asset to a counterparty together with a simultaneous agreement to repurchase the transferred asset or similar asset from such counterparty at a future date. The Company accounts for its repurchase agreements as collateralized borrowings, with the transferred assets effectively serving as collateral for the related borrowing. The Company's repurchase agreements typically range in term from 30 to 180 days. The principal economic terms of each repurchase agreement—such as loan amount, interest rate, and maturity date—are typically negotiated on a transaction-by-transaction basis. Other terms and conditions, such as relating to events of default, are typically governed under the Company's master repurchase agreements. Absent an event of default, the Company maintains beneficial ownership of the transferred securities during the term of the repurchase agreement and receives the related principal and interest payments. Interest rates on these borrowings are generally fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is paid at the termination of the repurchase agreement at which time the Company may enter into a new repurchase agreement at prevailing market rates with the same counterparty, repay that counterparty and possibly negotiate financing terms with a different counterparty, or choose to no longer finance the related asset. In response to a decline in the fair value of the transferred securities, whether as a result of changes in market conditions, security paydowns, or other factors, repurchase agreement counterparties will typically make a margin call, whereby the Company will be required to post additional securities and/or cash as collateral with the counterparty in order to re-establish the agreed-upon collateralization requirements. In the event of increases in fair value of the transferred securities, the Company generally can require the counterparty to post collateral with it in the form of cash or securities. The Company is generally permitted to sell or re-pledge any securities posted by the counterparty as collateral; however, upon termination of the repurchase agreement, or other circumstance in which the counterparty is no longer required to post such margin, the Company must return to the counterparty the same security that had been posted. The contractual amount (loan amount) of the Company's repurchase agreements approximates fair value, based on the short-term nature of the debt and the adequacy of the collateral. At any given time, the Company seeks to have its outstanding borrowings under repurchase agreements with several different counterparties in order to reduce the exposure to any single counterparty. As of December 31, 2019 and 2018, the Company had outstanding borrowings under repurchase agreements with 15 and 12 counterparties, respectively. The following table details the Company's outstanding borrowings under repurchase agreements as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Weighted Average Weighted Average Remaining Days to Maturity Borrowings Outstanding Interest Rate Remaining Days to Maturity Borrowings Outstanding Interest Rate Remaining Days to Maturity (In thousands) 30 days or less $ 513,092 2.10 % 15 $ 512,505 2.45 % 16 31-60 days 549,541 1.91 45 594,199 2.56 46 61-90 days 233,639 1.97 74 359,861 2.71 75 91-120 days — — — — — — 121-150 days — — — — — — 151-180 days — — — 14,996 2.72 177 Total $ 1,296,272 2.00 % 39 $ 1,481,561 2.56 % 44 Repurchase agreements involving underlying investments that the Company sold prior to period end, for settlement following period end, are shown using their original maturity dates even though such repurchase agreements may be expected to be terminated early upon settlement of the sale of the underlying investment. As of December 31, 2019 and 2018, the fair value of RMBS transferred as collateral under outstanding borrowings under repurchase agreements was $ 1.3 billion and $ 1.6 billion , respectively. Collateral transferred under outstanding borrowings as of December 31, 2019 includes RMBS in the amount of $ 3.0 million that were sold prior to period end but for which such sale had not yet settled. Collateral transferred under outstanding borrowings as of December 31, 2018 includes RMBS in the amount of $ 74.4 million that were sold prior to year end but for which such sale had not yet settled. In addition as of December 31, 2019 , the Company was posting to repurchase agreement counterparties net cash collateral of $ 24.9 million as a result of margin calls with various repurchase agreement counterparties. As of December 31, 2018, the Company was posting to repurchase agreement counterparties net cash collateral of $ 3.8 million and additional securities with a fair value of $ 1.1 million as a result of margin calls with various repurchase agreement counterparties. 89 Amount at risk represents the excess, if any, for each counterparty of the fair value of collateral held by such counterparty over the amounts outstanding under repurchase agreements. The following table reflects counterparties for which the amounts at risk relating to our repurchase agreements were greater than 10 % of shareholders' equity as of December, 31, 2018. There was no counterparty for which the amount at risk was greater than 10% of shareholders' equity as of December 31, 2019. December 31, 2018: Counterparty Amount at Risk (1) Weighted Average Remaining Days to Maturity Percentage of Shareholders' Equity (In thousands) Wells Fargo Bank, N.A. $ 20,214 41 13.1 % Royal Bank of Canada 16,563 43 10.8 % J.P. Morgan Securities LLC 16,057 39 10.4 % (1) Amounts at risk exclude, in aggregate, $( 43 ) thousand of net accrued interest, defined as accrued interest on securities held as collateral less interest payable on cash borrowed. 7. Offsetting of Assets and Liabilities The Company records certain financial instruments at fair value as described in Note 2. All financial instruments are recorded on a gross basis on the Consolidated Balance Sheet. In connection with its financial derivatives, repurchase agreements, and related trading agreements, the Company and its counterparties are required to pledge collateral. Cash or other collateral is exchanged as required with each of the Company's counterparties in connection with open derivative positions and repurchase agreements. The following tables present information about certain assets and liabilities representing financial instruments as of December 31, 2019 and 2018. The Company has not previously entered into master netting agreements with any of its counterparties. Certain of the Company's repurchase and reverse repurchase agreements and financial derivative transactions are governed by underlying agreements that generally provide a right of offset in the event of default or in the event of a bankruptcy of either party to the transaction. December 31, 2019 : Description Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet (1) Financial Instruments Available for Offset Financial Instruments Transferred or Pledged as Collateral (2)(3) Cash Collateral (Received) Pledged (2)(3) Net Amount (In thousands) Assets: Financial derivatives–assets $ 4,180 $ ( 1,756 ) $ — $ — $ 2,424 Reverse repurchase agreements 2,084 ( 2,084 ) — — — Liabilities: Financial derivatives–liabilities ( 2,047 ) 1,756 — 211 ( 80 ) Repurchase agreements ( 1,296,272 ) 2,084 1,269,264 24,924 — (1) In the Company's Consolidated Balance Sheet, all balances associated with the repurchase agreements and financial derivatives are presented on a gross basis. (2) For the purpose of this presentation, for each row the total amount of financial instruments transferred or pledged and cash collateral (received) or pledged may not exceed the applicable gross amount of assets or (liabilities) as presented here. Therefore, the Company has reduced the amount of financial instruments transferred or pledged as collateral related to the Company's repurchase agreements and cash collateral pledged on the Company's financial derivative assets and liabilities. Total financial instruments transferred or pledged as collateral on the Company's repurchase agreements as of December 31, 2019 were $ 1.33 billion . As of December 31, 2019 total cash collateral (received) pledged on financial derivative assets and liabilities excludes $ 8.3 million and $ 1.1 million respectively of net excess cash collateral. (3) When collateral is pledged to or pledged by a counterparty, it is often pledged or posted with respect to all positions with such counterparty, and in such cases such collateral cannot be specifically identified as relating to a particular asset or liability. As a result, in preparing the above table, the Company has made assumptions in allocating pledged or posted collateral among the various rows. 90 December 31, 2018: Description Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet (1) Financial Instruments Available for Offset Financial Instruments Transferred or Pledged as Collateral (2)(3) Cash Collateral (Received) Pledged (2)(3) Net Amount (In thousands) Assets: Financial derivatives–assets $ 11,839 $ ( 7,016 ) $ — $ ( 151 ) $ 4,672 Reverse repurchase agreements 379 ( 379 ) — — — Liabilities: Financial derivatives–liabilities ( 16,559 ) 7,016 — 9,321 ( 222 ) Repurchase agreements ( 1,481,561 ) 379 1,477,377 3,805 — (1) In the Company's Consolidated Balance Sheet, all balances associated with the repurchase agreements and financial derivatives are presented on a gross basis. (2) For the purpose of this presentation, for each row the total amount of financial instruments transferred or pledged and cash collateral (received) or pledged may not exceed the applicable gross amount of assets or (liabilities) as presented here. Therefore the Company has reduced the amount of financial instruments transferred or pledged as collateral related to the Company's repurchase agreements and cash collateral pledged on the Company's financial derivative assets and liabilities. Total financial instruments transferred or pledged as collateral on the Company's repurchase agreements as of December 31, 2018 were $ 1.57 billion . As of December 31, 2018 total cash collateral on financial derivative assets and liabilities excludes $ 5.1 million and $ 4.6 million , respectively of net excess cash collateral. (3) When collateral is pledged to or pledged by a counterparty, it is often pledged or posted with respect to all positions with such counterparty, and in such cases such collateral cannot be specifically identified as relating to a particular asset or liability. As a result, in preparing the above table, the Company has made assumptions in allocating pledged or posted collateral among the various rows. 8. Earnings Per Share Basic earnings per share, or "EPS," is calculated by dividing net income (loss) for the period by the weighted average of the Company's common shares outstanding for the period. Diluted EPS takes into account the effect of outstanding dilutive instruments, such as share options and warrants, if any, and uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted average number of shares outstanding. As of December 31, 2019 and 2018, the Company did not have any dilutive instruments outstanding. The following table presents a reconciliation of the earnings/(losses) and shares used in calculating basic EPS for the years ended December 31, 2019 and 2018: Year Ended December 31, (In thousands except for share amounts) 2019 2018 Numerator: Net income (loss) $ 22,256 $ ( 11,295 ) Denominator: Basic and diluted weighted average shares outstanding 12,461,054 12,811,366 Basic and diluted earnings per share $ 1.79 $ ( 0.88 ) 9. Related Party Transactions Management Agreement The Company is party to the Management Agreement, which has a current term that expires on September 24, 2020, and has been, and is expected to be, renewed automatically each year thereafter for an additional one-year period, subject to certain termination rights. The Company is externally managed and advised by the Manager. Pursuant to the terms of the Management Agreement, the Manager provides the Company with its management team, including its officers, and appropriate support personnel. The Company does not have any employees. The Manager is responsible for the day-to-day operations of the Company. The Manager receives an annual management fee in an amount equal to 1.50 % per annum of shareholders' equity (as defined in the Management Agreement) as of the end of each fiscal quarter (before deductions for any management fee with respect to such fiscal period). The management fee is payable quarterly in arrears. For the years ended December 31, 2019 and 2018, the total management fee incurred was $ 2.4 million and $ 2.5 million , respectively. 91 Services Agreement The Manager and EMG are parties to a services agreement, pursuant to which EMG is required to provide to the Manager sufficient personnel, services, and resources to enable the Manager to carry out its obligations and responsibilities under the Management Agreement. The Company is a named third-party beneficiary to the services agreement and, as a result, has, as a non-exclusive remedy, a direct right of action against EMG in the event of any breach by the Manager of any of its duties, obligations, or agreements under the Management Agreement that arise out of or result from any breach by EMG of its obligations under the services agreement. The services agreement will terminate upon the termination of the Management Agreement. Pursuant to the services agreement, the Manager makes certain payments to EMG in connection with the services provided. The Manager and EMG have overlapping ownership and are under common control. Expense Reimbursement Under the terms of the Management Agreement, the Company is required to reimburse the Manager for operating expenses related to the Company that are incurred by the Manager, including expenses relating to legal, accounting, due diligence, other services, and all other costs and expenses. The Company's reimbursement obligation is not subject to any dollar limitation. Expenses will be reimbursed in cash within 60 days following delivery of the expense statement by the Manager; provided, however, that such reimbursement may be offset by the Manager against amounts due to the Company from the Manager. The Company will not reimburse the Manager for the salaries and other compensation of the Manager's personnel except that the Company will be responsible for expenses incurred by the Manager in employing certain dedicated or partially dedicated personnel as further described below. The Company reimburses the Manager for the allocable share of the compensation, including, without limitation, wages, salaries, and employee benefits paid or reimbursed, as approved by the Compensation Committee of the Board of Trustees, to certain dedicated or partially dedicated personnel who spend all or a portion of their time managing the Company's affairs, based upon the percentage of time devoted by such personnel to the Company's affairs. In their capacities as officers or personnel of the Manager or its affiliates, such personnel will devote such portion of their time to the Company's affairs as is necessary to enable the Company to operate its business. For the years ended December 31, 2019 and 2018, the Company reimbursed the Manager $ 2.1 million and $ 2.0 million , respectively, for previously incurred operating and compensation expenses. As of December 31, 2019 and 2018, the outstanding payable to the Manager for operating and compensation expenses was $ 0.2 million and $ 0.3 million , respectively, which are included in Accrued expenses on the Consolidated Balance Sheet. Termination Fee The Management Agreement requires the Company to pay a termination fee to the Manager in the event of (1) the Company's termination or non-renewal of the Management Agreement without cause or (2) the Manager's termination of the Management Agreement upon a default by the Company in the performance of any material term of the Management Agreement. Such termination fee will be equal to 5 % of Shareholders' Equity, as defined in the Management Agreement as of the month-end preceding the date of the notice of termination or non-renewal of the Management Agreement. Registration Rights Agreement The Company is a party to a registration rights agreement with an affiliate of EMG and with the Blackstone Tactical Opportunities Funds (the "Blackstone Funds") pursuant to which the Company has granted its initial investors and each of their permitted transferees and other holders of the Company's "registrable common shares" (as such term is defined in the registration rights agreement) who become parties to the registration rights agreement with certain demand and/or piggy-back registration and shelf takedown rights . 10. Capital The Company has authorized 500,000,000 common shares, $ 0.01 par value per share, and 100,000,000 preferred shares, $ 0.01 par value per share. The Board of Trustees may authorize the issuance of additional shares of either class. As of December 31, 2019 and 2018, there were 12,455,758 and 12,507,213 common shares outstanding, respectively. No preferred shares have been issued. On September 11, 2019, the Company's Board of Trustees authorized the issuance of 15,024 shares to its independent trustees pursuant to trustee share award agreements. On December 13, 2019, the Company's Board of Trustees authorized the issuance of 7,337 restricted common shares to certain of its partially dedicated employees pursuant to employee share award agreements. 92 Detailed below is a roll forward of the Company's common shares outstanding for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Common Shares Outstanding (12/31/2018 and 12/31/2017, respectively) 12,507,213 13,340,217 Share Activity: Restricted shares issued 22,361 19,376 Shares repurchased ( 73,816 ) ( 852,380 ) Common Shares Outstanding (12/31/2019 and 12/31/2018, respectively) 12,455,758 12,507,213 Unvested restricted shares outstanding (12/31/2019 and 12/31/2018, respectively) 25,476 21,159 The below table provides details on the Company's restricted shares granted pursuant to share award agreements which are unvested at December 31, 2019 : Grant Recipient Number of Restricted Shares Granted Grant Date Vesting Date (1) Independent trustees: 15,024 September 11, 2019 September 10, 2020 Partially dedicated employees: 3,669 December 13, 2019 December 13, 2020 3,668 December 13, 2019 December 13, 2021 3,115 December 11, 2018 December 11, 2020 (1) Date at which such restricted shares will vest and become non-forfeitable. As of December 31, 2019 , there were 298,724 shares available for future issuance under the Company's 2013 Equity Incentive Plan. On June 13, 2018, the Company's Board of Trustees approved the adoption of a share repurchase program under which the Company is authorized to repurchase up to 1.2 million common shares. The program, which is open-ended in duration, allows the Company to make repurchases from time to time on the open market or in negotiated transactions, including through Rule 10b5-1 plans. Repurchases are at the Company's discretion, subject to applicable law, share availability, price and its financial performance, among other considerations. During the year ended December 31, 2019 , the Company repurchased 73,816 of its common shares at an aggregate cost of $ 0.7 million , and an average price per share of $ 10.12 . From inception of the current share repurchase program adopted on June 13, 2018 through December 31, 2019 , the Company repurchased 298,029 of its common shares at an aggregate cost of $ 3.1 million , and an average price per share of $ 10.46 . Distribution Policy The timing and frequency of distributions will be determined by the Board of Trustees based upon a variety of factors deemed relevant by the Company's trustees, including restrictions under applicable law, capital requirements of the Company, and the REIT requirements of the Code. Distributions to shareholders generally will be taxable as ordinary income, although a portion of such distributions may be designated as long-term capital gain or qualified dividend income, or may constitute a return of capital. The Company will furnish annually to each shareholder a statement setting forth distributions paid or deemed paid during the preceding year and their U.S. federal income tax treatment. It is the intention of the Company to distribute at least 100 % of its taxable income, after application of available tax attributes, within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year. 11. Commitments and Contingencies From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business. The Company provides current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Company. In the normal course of business the Company may also enter into contracts that contain a variety of representations, warranties, and general indemnifications. The Company's maximum exposure under these arrangements, including future claims that may be made against the Company that have not yet occurred, is unknown. The Company has not incurred any costs 93 to defend lawsuits or settle claims related to these indemnification agreements. The Company has no liabilities recorded for these agreements as of December 31, 2019 and 2018 and management is not aware of any significant contingencies at December 31, 2019 . 12. Condensed Quarterly Financial Data (Unaudited) D etailed below is unaudited quarterly information for the years ended December 31, 2019 and 2018. (In thousands except for per share amounts) Three-Month Period Ended March 31, 2019 Three-Month Period Ended June 30, 2019 Three-Month Period Ended September 30, 2019 Three-Month Period Ended December 31, 2019 INTEREST INCOME (EXPENSE) Interest income $ 12,613 $ 12,139 $ 10,485 $ 8,609 Interest expense ( 9,555 ) ( 9,662 ) ( 8,820 ) ( 7,239 ) Total net interest income 3,058 2,477 1,665 1,370 EXPENSES Management fees to affiliate 595 582 582 606 Professional fees 229 207 216 163 Compensation expense 151 112 132 113 Insurance expense 74 74 74 73 Other operating expenses 319 325 341 320 Total expenses 1,368 1,300 1,345 1,275 OTHER INCOME (LOSS) Net realized gains (losses) on securities and financial derivatives ( 13,765 ) ( 7,353 ) ( 298 ) ( 15,279 ) Change in net unrealized gains (losses) on securities and financial derivatives 21,003 6,069 3,707 24,890 Total other income (loss) 7,238 ( 1,284 ) 3,409 9,611 NET INCOME (LOSS) $ 8,928 $ ( 107 ) $ 3,729 $ 9,706 NET INCOME (LOSS) PER COMMON SHARE: Basic and Diluted $ 0.72 $ ( 0.01 ) $ 0.30 $ 0.78 CASH DIVIDENDS PER COMMON SHARE: Dividends declared $ 0.34 $ 0.28 $ 0.28 $ 0.28 94 (In thousands except for per share amounts) Three-Month Period Ended March 31, 2018 Three-Month Period Ended June 30, 2018 Three-Month Period Ended September 30, 2018 Three-Month Period Ended December 31, 2018 INTEREST INCOME (EXPENSE) Interest income $ 13,426 $ 14,081 $ 13,171 $ 13,875 Interest expense ( 7,248 ) ( 7,668 ) ( 8,519 ) ( 9,084 ) Total net interest income 6,178 6,413 4,652 4,791 EXPENSES Management fees to affiliate 671 656 641 579 Professional fees 234 217 198 182 Compensation expense 189 187 136 79 Insurance expense 74 74 74 74 Other operating expenses 349 293 283 318 Total expenses 1,517 1,427 1,332 1,232 OTHER INCOME (LOSS) Net realized gains (losses) on securities and financial derivatives 17,882 ( 10,816 ) ( 4,344 ) ( 6,721 ) Change in net unrealized gains (losses) on securities and financial derivatives ( 26,496 ) 7,616 1,970 ( 6,912 ) Total other income (loss) ( 8,614 ) ( 3,200 ) ( 2,374 ) ( 13,633 ) NET INCOME (LOSS) $ ( 3,953 ) $ 1,786 $ 946 $ ( 10,074 ) NET INCOME (LOSS) PER COMMON SHARE: Basic and Diluted (1) $ ( 0.30 ) $ 0.14 $ 0.07 $ ( 0.80 ) CASH DIVIDENDS PER COMMON SHARE: Dividends declared $ 0.37 $ 0.37 $ 0.37 $ 0.34 (1) For the year ended December 31, 2018 the sum of EPS for the four quarters of the year does not equal EPS as calculated for the entire year (see Note 8) as a result of changes in shares during the year due to repurchases of common shares, as EPS is calculated using average shares outstanding during the period. 13. Subsequent Events On March 4, 2020 , the Company's Board of Trustees approved a dividend for the first quarter of 2020 in the amount of $ 0.28 per share payable on April 27, 2020 to shareholders of record as of March 31, 2020 . 95 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None.