8-K
Angel Oak Mortgage REIT, Inc. (AOMR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 9, 2023
Angel Oak Mortgage, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-40495 | 37-1892154 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3344 Peachtree Road Northeast, Suite 1725, Atlanta, Georgia 30326
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (404) 953-4900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value per share | AOMR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 2.02. Results of Operations and Financial Condition.
On March 9, 2023, Angel Oak Mortgage, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.
Also on March 9, 2023, the Company will hold a teleconference and audio webcast to discuss its financial results for the quarter and year ended December 31, 2022. A copy of the supplementary materials that will be referred to on the teleconference and webcast, and which will be posted to the Company’s website, is furnished as Exhibit 99.2 to this current report on Form 8-K and incorporated herein by reference.
The information contained in this Item 2.02 and the attached Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 and the attached Exhibits 99.1 and 99.2 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit 99.1 Press Release datedMarch 9, 2023
Exhibit 99.2 Supplementary Materials to be used during the webcast conference call onMarch 9, 2023
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 9, 2023 | ANGEL OAK MORTGAGE, INC. |
|---|---|
| By: /s/ Brandon Filson | |
| Name: Brandon Filson | |
| Title: Chief Financial Officer and Treasurer |
Document
EXHIBIT 99.1
Angel Oak Mortgage, Inc. Reports Fourth Quarter and Full Year 2022 Financial Results
ATLANTA – March 9, 2023 -- Angel Oak Mortgage, Inc. (NYSE: AOMR) (the “Company,” “we,” and “our”), a leading real estate finance company focused on acquiring and investing in first lien non-QM loans and other mortgage-related assets in the U.S. mortgage market, today reported financial results for the quarter and year ended December 31, 2022.
Please note that the Company’s name will change to Angel Oak Mortgage REIT, Inc., effective on or about March 10, 2023. The Company’s website, CUSIP, and New York Stock Exchange ticker symbol will remain unchanged. Additionally, we would like to announce the resignation of Dory Black as the Company’s Secretary and the appointment of David Gordon to the same role, effective March 8, 2023.
Fourth Quarter Highlights
•Q4 2022 GAAP net loss of $8.8 million, or $(0.36) per diluted share of common stock.
•Q4 2022 distributable earnings of $(61.5) million, or $(2.50) per diluted share of common stock.
•Declared dividend of $0.32 per share of common stock, payable on March 31, 2023, to common stockholders of record as of March 22, 2023.
Full Year 2022 Highlights
•Total GAAP net loss of $187.8 million, or $(7.65) per diluted share of common stock, for the full year ended December 31, 2022.
•Distributable Earnings of $19.4 million, or $0.78 per diluted share of common stock, for the full year ended December 31, 2022.
•GAAP book value of $9.49 per share of common stock as of December 31, 2022.
•Economic book value of $13.11 per share of common stock as of December 31, 2022.
Since the end of Q3 2022, the Company has reduced its whole loan warehouse debt by 51 % and its mark to market percentage of total warehouse debt1 by 62% while releasing additional cash. These accomplishments have protected our capital structure to withstand volatility and will allow us to focus on growing the earning potential of its portfolio while continuing to prioritize sound risk and liquidity management.
Sreeni Prabhu, Chief Executive Officer and President of the Company, commented, “While 2022 was characterized by surging global inflation, extreme interest rate volatility, and wider credit spreads across various asset classes, we were able to gain positive momentum in the fourth quarter that has carried into 2023. We continue to make significant progress against our strategic plan to reposition our portfolio, improve liquidity, and reduce risk, all of which were demonstrated through the loan sales and non-mark to market financing conversion announced in Q4, as well as the AOMT 2023-1 securitization in January 2023. We plan to resume purchases of newly originated, higher-coupon loans and to methodically execute securitizations throughout 2023. I’m proud of our team and thank them for their hard work and contributions as we seek to build long term value for our shareholders.”
1 Mark-to-market percentage of total warehouse debt is calculated as the total unpaid balance of mark-to-market warehouse financing divided by the total unpaid balance of all warehouse financing.
Fourth Quarter Portfolio and Investment Activity
•In November 2022, the Company sold certain non-QM and investor cash flow residential mortgage loans with a gross weighted average coupon of approximately 4.5%, and a cost basis of approximately $315.6 million and a prior month carrying value of $267.6 million. The purchase price for the mortgage loans was $252.7 million, and $221.2 million of warehouse debt was repaid as a result of the transaction.
•Sold $7.0 million in commercial loans in order to concentrate on the core non-QM strategy of AOMR.
•Subsequent to year end, in January 2023, the Company participated in AOMT 2023-1, an approximately $580.5 million scheduled principal balance securitization backed by a pool of residential mortgage loans. The Company contributed loans with a scheduled principal balance of $241.3 million. In addition to releasing capital, the Company retained its pro rata share of the rated bonds from the securitization.
Full Year Portfolio and Investment Activity
•Purchased approximately $995.2 million of residential mortgage loans in 2022.
•In 2022, the Company completed two residential non-QM securitizations, totaling $722.3 million in aggregate unpaid principal balance. The Company’s contribution to AOMT 2023-1 in January 2023 brings the total securitized unpaid principal balance since December 31, 2021 to approximately $1.0 billion.
•Portfolio totaled $2.9 billion of residential mortgage loans and other target assets as of December 31, 2022, representing 28% growth since December 31, 2021.
Capital Markets Activity
•In December 2022, the Company converted approximately $286 million of mark-to-market debt to non-mark-to-market financing for continually performing loans.
•As of December 31, 2022, the Company was party to five financing lines which permit borrowings in an aggregate amount of up to $1.2 billion.
•Our total financing capacity as of March 9, 2023 stands at $1.2 billion of which approximately $440 million is drawn, leaving capacity of approximately $767 million for new loan purchases.
Balance Sheet
•Target assets totaled $2.87 billion as of December 31, 2022.
•Held residential mortgage whole loans with fair value of $771.0 million as of December 31, 2022.
•Recourse debt to equity ratio was 2.9x as of December 31, 2022.
•During 2022, we repurchased approximately 429,333 shares of common stock at an average price of $15.86 per share, for a total of $6.9 million.
Dividend
On March 9, 2023, the Company declared a dividend of $0.32 per share of common stock for the fourth quarter of 2022. The dividend is payable on March 31, 2023 to common stockholders of record as of March 22, 2023.
Conference Call and Webcast Information
The Company will host a live conference call and webcast today, March 9, 2023 at 8:30 a.m. Eastern time. To listen to the live webcast, go to the Investors section of the Company’s website at www.angeloakreit.com at least 15 minutes prior to the scheduled start time in order to register and install any necessary audio software.
To Participate in the Telephone Conference Call:
Dial in at least 15 minutes prior to start time.
Domestic: 1-877-407-9716
International: 1-201-493-6779
Conference Call Playback:
Domestic: 1-844-512-2921
International: 1-412-317-6671
Passcode: 13735149
The playback can be accessed through March 23, 2023.
Non-GAAP Metrics
Distributable Earnings is a non‑GAAP measure and is defined as net income (loss) allocable to common stockholders as calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”), excluding (1) unrealized gains and losses on our aggregate portfolio, (2) impairment losses, (3) extinguishment of debt, (4) non-cash equity compensation expense, (5) the incentive fee earned by our Manager, (6) realized gains or losses on swap terminations and (7) certain other nonrecurring gains or losses. We believe that the presentation of Distributable Earnings provides investors with a useful measure to facilitate comparisons of financial performance among our REIT peers, but has important limitations. We believe Distributable Earnings as described above helps evaluate our financial performance without the impact of certain transactions but is of limited usefulness as an analytical tool. Therefore, Distributable Earnings should not be viewed in isolation and is not a substitute for net income computed in accordance with GAAP. Our methodology for calculating Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our Distributable Earnings may not be comparable to similar measures presented by other REITs.
Distributable Earnings Return on Average Equity is a non-GAAP measure and is defined as annual or annualized Distributable Earnings divided by average total stockholders’ equity. We believe that the presentation of Distributable Earnings Return on Average Equity provides investors with a useful measure to facilitate comparisons of financial performance among our REIT peers, but has important limitations. Additionally, we believe Distributable Earnings Return on Average Equity provides investors with additional detail on the Distributable Earnings generated by our invested equity capital. We believe Distributable Earnings Return on Average Equity as described above helps evaluate our financial performance without the impact of certain transactions but is of limited usefulness as an analytical tool. Therefore, Distributable Earnings Return on Average Equity should not be viewed in isolation and is not a substitute for net income computed in accordance with GAAP. Our methodology for calculating Distributable Earnings Return on Average Equity may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our Distributable Earnings Return on Average Equity may not be comparable to similar measures presented by other REITs.
Economic book value is a non-GAAP financial measure of our financial position. To calculate our economic book value, the portions of our non-recourse financing obligation held at amortized cost are adjusted to fair value. These adjustments are also reflected in our end of period common stockholders’ equity. Management considers economic book value to provide investors with a useful supplemental measure to evaluate our financial position as it reflects the impact of fair value changes for our legally held retained bonds, irrespective of the accounting model applied for GAAP reporting purposes. Economic book value does not represent and should not be considered as a substitute for book value per share of common stock or stockholders’ equity, as determined in accordance with GAAP, and our calculation of this measure may not be comparable to similarly titled measures reported by other companies.
Forward-Looking Statements
This press release contains certain forward-looking statements that are subject to various risks and uncertainties, including, without limitation, statements relating to the performance of the Company’s investments. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “continue,” or by the negative of these words and phrases or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe existing or future plans and strategies, contain projections of results of operations, liquidity and/or financial condition, or state other forward-looking information. The Company’s ability to predict future events or conditions or their impact or the actual effect of existing or future plans or strategies is inherently uncertain. Although the Company believes that such forward-looking statements are based on reasonable assumptions, actual results and performance in the future could differ materially from those set forth in or implied
by such forward-looking statements. You are cautioned not to place undue reliance on these forward‐looking statements, which reflect the Company’s views only as of the date of this press release. Additional information concerning factors that could cause actual results and performance to differ materially from these forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission. Except as required by applicable law, neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward‐looking statements. The Company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
About Angel Oak Mortgage, Inc.
Angel Oak Mortgage, Inc. is a real estate finance company focused on acquiring and investing in first lien non-QM loans and other mortgage-related assets in the U.S. mortgage market. The Company’s objective is to generate attractive risk-adjusted returns for its stockholders through cash distributions and capital appreciation across interest rate and credit cycles. The Company is externally managed and advised by an affiliate of Angel Oak Capital Advisors, LLC, which, collectively with its affiliates, is a leading alternative credit manager with a vertically integrated mortgage origination platform. Additional information about the Company is available at www.angeloakreit.com.
Angel Oak Mortgage, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(in thousands, except for share and per share data)
| Three Months Ended | Twelve Months Ended | |||
|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |
| INTEREST INCOME, NET | ||||
| Interest income | ||||
| Interest expense | 21,175 | 6,199 | 63,024 | 11,476 |
| NET INTEREST INCOME | 7,410 | 16,593 | 52,520 | 49,079 |
| REALIZED AND UNREALIZED GAINS (LOSSES), NET | ||||
| Net realized gain (loss) on mortgage loans, derivative contracts, RMBS, and CMBS | (65,141) | 14,730 | (8,717) | (4,926) |
| Net unrealized gain (loss) on mortgage loans, debt at fair value option, and derivative contracts | 53,268 | (18,543) | (201,753) | (2,392) |
| TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET | (11,873) | (3,813) | (210,470) | (7,318) |
| EXPENSES | ||||
| Operating expenses | 1,790 | 4,529 | 16,651 | 11,439 |
| Stock compensation | 574 | 1,715 | 5,753 | 1,715 |
| Securitization costs | 3 | — | 3,137 | — |
| Management fee incurred with affiliate | 1,969 | 1,879 | 7,799 | 5,894 |
| Total operating expenses | 4,336 | 8,123 | 33,340 | 19,048 |
| INCOME (LOSS) BEFORE INCOME TAXES | (8,799) | 4,657 | (191,290) | 22,713 |
| Income tax benefit | — | 1,600 | (3,457) | 1,600 |
| NET INCOME (LOSS) | ||||
| Preferred dividends | (2) | (4) | (14) | (15) |
| NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS | ||||
| Other comprehensive income (loss) | (12,148) | (1,394) | (24,127) | 4,039 |
| TOTAL COMPREHENSIVE INCOME (LOSS) | ||||
| Basic earnings (loss) per common share | (0.36) | 0.12 | (7.65) | 1.02 |
| Diluted earnings (loss) per common share | (0.36) | 0.12 | (7.65) | 1.01 |
| Weighted average number of common shares outstanding: | ||||
| Basic | 24,586,340 | 24,835,377 | 24,547,916 | 20,601,964 |
| Diluted | 24,586,340 | 25,306,794 | 24,547,916 | 20,852,554 |
All values are in US Dollars.
Angel Oak Mortgage, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except for share and per share data)
| As of: | ||||
|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||
| ASSETS | ||||
| Residential mortgage loans - at fair value | $ | 770,982 | $ | 1,061,912 |
| Residential mortgage loans in securitization trusts - at fair value | 1,027,442 | 667,365 | ||
| Commercial mortgage loans - at fair value | 9,458 | 18,664 | ||
| RMBS - at fair value | 1,055,338 | 485,634 | ||
| CMBS - at fair value | 6,111 | 10,756 | ||
| U.S. Treasury securities - at fair value | — | 249,999 | ||
| Cash and cash equivalents | 29,272 | 40,801 | ||
| Restricted cash | 10,589 | 11,508 | ||
| Principal and interest receivable | 17,497 | 25,984 | ||
| Deferred tax asset | 3,457 | — | ||
| Unrealized appreciation on TBAs and interest rate futures contracts - at fair value | 14,756 | 2,428 | ||
| Other assets | 1,310 | 2,878 | ||
| Total assets | $ | 2,946,212 | $ | 2,577,929 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| LIABILITIES | ||||
| Notes payable | $ | 639,870 | $ | 853,408 |
| Non-recourse securitization obligation, collateralized by residential mortgage loans in securitization trusts | 1,003,485 | 616,557 | ||
| Securities sold under agreements to repurchase | 52,544 | 609,251 | ||
| Unrealized depreciation on TBAs and interest rate futures contracts - at fair value | — | 728 | ||
| Due to broker | 1,006,022 | — | ||
| Accrued expenses | 1,288 | 442 | ||
| Accrued expenses payable to affiliate | 2,006 | 1,425 | ||
| Interest payable | 2,551 | 1,283 | ||
| Income taxes payable | — | 1,600 | ||
| Management fee payable to affiliate | 1,967 | 1,845 | ||
| Total liabilities | $ | 2,709,733 | $ | 2,086,539 |
| Commitments and contingencies | ||||
| STOCKHOLDERS’ EQUITY | ||||
| Series A preferred stock, $0.01 par value. As of December 31, 2022: no shares issued and outstanding. As of December 31, 2021, 12% cumulative, non-voting, 125 shares issued and outstanding. | $ | — | $ | 101 |
| Common stock, $0.01 par value. As of December 31, 2022: 350,000,000 shares authorized, 24,925,357 shares issued and outstanding. As of December 31, 2021: 350,000,000 shares authorized, 25,227,328 shares issued and outstanding. | 249 | 252 | ||
| Additional paid-in capital | 475,379 | 476,510 | ||
| Accumulated other comprehensive income | (21,127) | 3,000 | ||
| Retained (deficit) earnings | (218,022) | 11,527 | ||
| Total stockholders’ equity | $ | 236,479 | $ | 491,390 |
| Total liabilities and stockholders’ equity | $ | 2,946,212 | $ | 2,577,929 |
Angel Oak Mortgage, Inc.
Reconciliation of Net Income (Loss) to Distributable Earnings
and Distributable Earnings Return on Average Equity
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |||||
| (in thousands) | ||||||||
| Net income (loss) allocable to common stockholders | $ | (8,801) | $ | 3,053 | $ | (187,847) | $ | 21,098 |
| Adjustments: | ||||||||
| Net other-than-temporary credit impairment losses | — | — | — | — | ||||
| Net unrealized (gains) losses on derivatives | (11,484) | 1,558 | (13,054) | 7,688 | ||||
| Net unrealized (gains) losses on residential loans in securitization trusts and non-recourse securitization obligation | (11,896) | 1,949 | 67,401 | 1,949 | ||||
| Net unrealized (gains) losses on residential loans | (29,973) | 15,068 | 146,347 | 1,956 | ||||
| Net unrealized (gains) losses on commercial loans | 85 | (10) | 844 | (231) | ||||
| Net unrealized (gains) losses on financial instruments at fair value | — | — | — | — | ||||
| (Gains) losses on extinguishment of debt | — | — | — | — | ||||
| Non-cash equity compensation expense | 573 | 791 | 5,753 | 1,715 | ||||
| Incentive fee earned by the Manager | — | — | — | — | ||||
| Realized gains (losses) on terminations of interest rate swaps | — | — | — | — | ||||
| Total other non-recurring (gains) losses | — | — | — | — | ||||
| Distributable Earnings | $ | (61,496) | $ | 22,409 | $ | 19,444 | $ | 34,175 |
| Three Months Ended | Twelve Months Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |||||
| ( in thousands) | ||||||||
| Annualized Distributable Earnings | $ | 89,636 | $ | 19,444 | $ | 34,175 | ||
| Average total stockholders’ equity | $ | 496,125 | $ | 355,944 | $ | 369,749 | ||
| Distributable Earnings Return on Average Equity | (98.41%) | 18.07% | 5.46% | 9.24% |
All values are in US Dollars.
Angel Oak Mortgage, Inc.
Reconciliation of Stockholders’ Equity to Stockholders’ Equity Including Economic Book Value Adjustments
and Economic Book Value per Common Share
(Unaudited)
| December 31,<br>2022 | September 30,<br>2022 | June 30,<br>2022 | March 31,<br>2022 | December 31,<br>2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except for per share data) | ||||||||||
| GAAP total stockholders’ equity | $ | 236,479 | $ | 264,957 | $ | 367,284 | $ | 421,436 | $ | 491,390 |
| Preferred stock | — | (101) | (101) | (101) | (101) | |||||
| GAAP total common stockholders’ equity for book value per share of common stock | $ | 236,479 | $ | 264,856 | $ | 367,183 | $ | 421,335 | $ | 491,289 |
| Adjustments: | ||||||||||
| Fair value adjustment for securitized debt held at amortized cost | 90,348 | 57,596 | 32,863 | 20,443 | 1,079 | |||||
| Stockholders’ equity including economic book value adjustments | $ | 326,827 | $ | 322,452 | $ | 400,046 | $ | 441,778 | $ | 492,368 |
| Number of shares of common stock outstanding at period end | 24,925,357 | 24,925,357 | 24,925,930 | 25,085,796 | 25,227,328 | |||||
| Book value per share of common stock | $ | 9.49 | $ | 10.63 | $ | 14.73 | $ | 16.80 | $ | 19.47 |
| Economic book value per share of common stock | $ | 13.11 | $ | 12.94 | $ | 16.05 | $ | 17.61 | $ | 19.52 |
Contacts
Investors:
investorrelations@angeloakreit.com
855-502-3920
Media:
Bernardo Soriano, Gregory FCA for Angel Oak Mortgage, Inc.
914-656-3880
bernardo@gregoryfca.com
Company Contact:
Randy Chrisman, Chief Marketing & Corporate Investor Relations Officer, Angel Oak Capital Advisors
404-953-4969
randy.chrisman@angeloakcapital.com
exhibit992-aomr4q22earni
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0 100 200 300 400 500 # o f Lo an s Credit Score 0 100 200 300 400 500 600 # o f Lo an s Coupon Rate (%) CA, 43% FL, 19% TX, 7% AZ, 4% GA, 4% Other1, 23%
FL, 20% CA, 35% TX, 6% GA, 4% Other2, 35%
FL, 24% CA, 24% TX, 11% GA, 7% Other1, 34%
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