aomr-20220512
0001766478false00017664782021-08-122021-08-12

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): May 12, 2022


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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareAOMRNew 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 May 12, 2022, Angel Oak Mortgage, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 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 May 12, 2022, the Company will hold a teleconference and audio webcast to discuss its financial results for the quarter ended March 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 dated May 12, 2022
Exhibit 99.2    Supplementary Materials to be used during the webcast conference call on May 12, 2022
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: May 12, 2022ANGEL OAK MORTGAGE, INC.
By: /s/ Brandon Filson
Name: Brandon Filson
Title: Chief Financial Officer and Treasurer




EXHIBIT 99.1

aoreitlogo.jpg

Angel Oak Mortgage, Inc. Reports First Quarter 2022 Financial Results

ATLANTA – May 12, 2022 -- 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 ended March 31, 2022.

First Quarter Highlights
Q1 2022 GAAP net loss of $43.5 million, or $(1.77) per diluted share of common stock.
Q1 2022 Distributable Earnings of $37.3 million, or $1.49 per diluted share of common stock.
Declared dividend of $0.45 per share of common stock for the first quarter of 2022, payable on May 31, 2022, to common stockholders of record as of May 23, 2022.
GAAP book value of $16.80 per share as of March 31, 2022, down from $19.47 per share as of December 31, 2021.

Robert Williams, President and Chief Executive Officer of the Company, commented, “The first quarter of 2022 was challenging with historic volatility both in nominal interest rates and in the widening of interest rate spreads. This affected unrealized mark-to-market valuations of our whole loan portfolio, securitized loans, and retained RMBS, driving a negative impact to our book value. Despite these challenges, AOMR generated Distributable Earnings of $1.39 per fully diluted share of common stock, demonstrating an effective interest rate hedging strategy and the income-generating power of the portfolio. In the coming quarters, we expect our loan portfolio to begin to reflect higher coupon loan purchases and we will methodically and judiciously use the securitization market to reduce liquidity risk and interest rate risk, enabling us to continue to deliver on our core business model.”

Portfolio and Investment Activity
Purchased $676.0 million of non-QM residential mortgage loans in the first quarter 2022.
Completed $537.6 million residential non-QM securitization at a 3.06% weighted average cost of funding.
Portfolio total $2.7 billion of residential mortgage loans and other target assets as of March 31, 2022.

Capital Markets Activity
As of March 31, 2022, the Company was party to six financing lines which permit borrowings in an aggregate amount of up to $1.3 billion. During the quarter ended March 31, 2022, we extended the maturity date with respect to multiple facilities. Subsequent to the quarter ended March 31, 2022, we added $340.0 million of additional financing capacity. We intend to continue financing with warehouse facilities of varied maturities, sizes, and counterparty types to manage our exposure to any individual counterparty.

Balance Sheet
$90.4 million of cash and cash equivalents as of March 31, 2022.
Recourse debt to equity ratio of 3.2x as of March 31, 2022.
Held residential mortgage loans with a fair value of $1.1 billion as of March 31, 2022.

Dividend
On May 12, 2022, the Company declared a dividend of $0.45 per share of common stock for the first quarter of 2022. The dividend is payable on May 31, 2022 to common stockholders of record as of May 23, 2022.





Conference Call and Webcast Information
The Company will host a live conference call and webcast today, May 12, 2022 at 5:00 p.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: 13729197
The playback can be accessed through May 26, 2022.

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 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 between 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.

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 and its financing needs and arrangements. 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” and “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, their impact or the actual effect of existing or future plans or strategies is inherently uncertain, in particular due to the uncertainties created by the COVID-19 pandemic, including the projected impact of the COVID-19 pandemic on the Company’s business,




financial results and performance. 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
March 31, 2022March 31, 2021
INTEREST INCOME, NET
Interest income$27,109 $10,033 
Interest expense10,170 832 
NET INTEREST INCOME16,939 9,201 
REALIZED AND UNREALIZED (LOSSES) GAINS, NET
Net realized gain (loss) on mortgage loans, derivative contracts, RMBS, and CMBS26,416 (2,288)
Net unrealized (loss) gain on mortgage loans and derivative contracts(80,181)4,518 
TOTAL REALIZED AND UNREALIZED (LOSSES) GAINS, NET(53,765)2,230 
EXPENSES
Operating expenses3,784 523 
Operating expenses incurred with affiliate855 439 
Due diligence and transaction costs770 64 
Stock compensation871 — 
Securitization costs2,019 — 
Management fee incurred with affiliate1,873 918 
Total operating expenses10,172 1,944 
INCOME BEFORE INCOME TAXES(46,998)9,487 
     Income tax benefit(3,457)— 
NET (LOSS) INCOME$(43,541)$9,487 
Preferred dividends(4)(4)
NET (LOSS) INCOME ALLOCABLE TO COMMON STOCKHOLDER(S)$(43,545)$9,483 
Other comprehensive (loss) income(12,987)529 
TOTAL COMPREHENSIVE (LOSS) INCOME$(56,532)$10,012 
Basic (loss) earnings per common share$(1.77)$0.60 
Diluted (loss) earnings per common share$(1.77)$0.60 
Weighted average number of common shares outstanding:
Basic24,642,96115,724,050
Diluted24,642,96115,724,050












Angel Oak Mortgage, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except for share data)

As of:
March 31, 2022December 31, 2021
ASSETS
Residential mortgage loans - at fair value$1,103,773 $1,061,912 
Residential mortgage loans in securitization trusts - at fair value1,077,967 667,365 
Commercial mortgage loans - at fair value 20,704 18,664 
RMBS - at fair value 491,287 485,634 
CMBS - at fair value10,055 10,756 
U.S. Treasury securities - at fair value 349,992 249,999 
Cash and cash equivalents90,445 40,801 
Restricted cash5,448 11,508 
Principal and interest receivable28,012 25,984 
Unrealized appreciation on TBAs and interest rate futures contracts - at fair value17,027 2,428 
Other assets3,491 2,878 
Total assets$3,198,201 $2,577,929 
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Notes payable$956,165 $853,408 
Non-recourse securitization obligation, collateralized by residential mortgage loans - at fair value1,031,200 616,557 
Securities sold under agreements to repurchase477,422 609,251 
Unrealized depreciation on TBAs and interest rate futures contracts - at fair value— 728 
Due to broker298,654 — 
Collateral due to counterparties8,024 — 
Accrued expenses530 442 
Accrued expenses payable to affiliate1,204 1,425 
Interest payable1,709 1,283 
Income taxes payable— 1,600 
Management fee payable to affiliate1,857 1,845 
Total liabilities$2,776,765 $2,086,539 
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Series A preferred stock, $0.01 par value, 12% cumulative, non-voting, 125 shares issued and outstanding as of March 31, 2022 and December 31, 2021101 101 
Common stock, $0.01 par value. As of March 31, 2022: 350,000,000 shares authorized, 25,085,796 shares issued and outstanding. As of December 31, 2021: 350,000,000 shares authorized, 25,227,328 shares issued and outstanding.252 252 
Additional paid-in capital463,088 476,510 
Accumulated other comprehensive (loss) income(9,987)3,000 
Retained (deficit) earnings(32,018)11,527 
Total stockholders’ equity$421,436 $491,390 
Total liabilities and stockholders’ equity$3,198,201 $2,577,929 





Angel Oak Mortgage, Inc.
Reconciliation of Net Income (Loss) to Distributable Earnings
and Distributable Earnings Return on Average Equity
(Unaudited)
(in thousands)

Three Months Ended
March 31, 2022March 31, 2021
(in thousands)
Net (loss) income allocable to common stockholder(s)$(43,545)$9,483 
Adjustments:
Net other-than-temporary credit impairment losses— — 
Net unrealized (gains) losses on derivatives(15,326)(1,610)
Net unrealized (gains) losses on residential loans in securitization trusts and non-recourse securitization obligation30,210 — 
Net unrealized (gains) losses on residential loans64,587 (2,892)
Net unrealized (gains) losses on commercial loans496 (142)
Net unrealized (gains) losses on financial instruments at fair value— — 
(Gains) losses on extinguishment of debt— — 
Non-cash equity compensation expense871 — 
Incentive fee earned by the Manager— — 
Realized gains (losses) on terminations of interest rate swaps— — 
Total other non-recurring (gains) losses— — 
Distributable Earnings$37,293 $4,839 

Three Months Ended
March 31, 2022March 31, 2021
($ in thousands)
Annualized Distributable Earnings$149,171 $19,356 
Average total stockholder(s)’ equity$456,415 $281,481 
Distributable Earnings Return on Average Equity32.7 %6.9 %







Contacts

Investors:
[email protected]
855-502-3920

Media:
Bernardo Soriano, Gregory FCA for Angel Oak Mortgage, Inc.
914-656-3880
[email protected]

Company Contact:
Randy Chrisman, Chief Marketing & Corporate Investor Relations Officer, Angel Oak Capital Advisors
404-953-4969
[email protected]


 


 
• • • • • • • • • • • • • • • • • • • • • • • • • •


 


 


 
• • • •


 


 


 
▪ ▪ ▪


 
• •


 
• • • • •


 


 


 


 


 


 
• • • • ‒ ‒ ‒ • • • •


 
• • • ‒ • • •