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): August 9, 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 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 August 9, 2022, Angel Oak Mortgage, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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 August 9, 2022, the Company will hold a teleconference and audio webcast to discuss its financial results for the quarter ended June 30, 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 datedAugust 9, 2022
Exhibit 99.2 Supplementary Materials to be used during the webcast conference call onAugust 9, 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: August 9, 2022 | 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 Second Quarter 2022 Financial Results
ATLANTA – August 9, 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 and year to date ended June 30, 2022.
Second Quarter Highlights
•Q2 2022 GAAP net loss of $52.1 million, or $(2.13) per diluted share of common stock.
•Q2 2022 distributable earnings of $22.8 million, or $0.90 per diluted share of common stock.
•Declared dividend of $0.45 per share of common stock for the second quarter of 2022, payable on August 31, 2022, to common stockholders of record as of August 22, 2022.
•GAAP book value of $14.73 per share as of June 30, 2022, down from $16.80 per share as of March 31, 2022.
•Economic book value of $16.05 per share as of June 30, 2022, down from $17.61 per share as of March 31, 2022.
Robert Williams, President and Chief Executive Officer of the Company, commented, “We continued to experience a challenging economic environment in the second quarter of 2022. Historic inflationary pressures resulted in continued volatility both in nominal interest rates and in the widening of interest rate spreads, driving unrealized losses on our portfolio of target assets. Responding to inflation, the Federal Reserve recently increased interest rates by 75 basis points twice in a row, which increased market volatility. Despite these challenges, we generated distributable earnings of $0.90 per fully diluted share of common stock, continuing to demonstrate the income-generating power of the portfolio. In the coming quarters, we will, when accretive, judiciously use the securitization market to lock in term financing to reduce spread widening and interest rate risk, enabling us to continue to deliver shareholder value.”
Portfolio and Investment Activity
•Purchased $257.0 million of non-QM residential mortgage loans in the second quarter 2022.
•Sold $7.0 million in commercial loans after quarter-end, increasing liquidity for further residential loan purchases.
Capital Markets Activity
During the quarter ended June 30, 2022, we added a new warehouse facility with $340.0 million of additional financing capacity. As of June 30, 2022, the Company was party to seven financing lines which permitted borrowings in an aggregate amount of up to $1.64 billion. Subsequent to quarter-end we increased the capacity with the recently added warehouse facility by $260.0 million for a total of $600.0 million availability on that financing line, bringing a maximum availability on all financing lines to $1.9 billion. We intend to continue financing with warehouse facilities of varied maturities, sizes, and counterparty types to manage our exposure to any individual counterparty.
Subsequent to June 30, 2022, we closed our fourth securitization post-IPO, AOMT 2022-4, a $184.7 million securitization backed by a pool of non-qualified residential mortgage loans. The securitization was rated by both Fitch and KBRA with the senior tranche receiving AAA ratings.
Balance Sheet
•Target assets totaled $3.2 billion as of June 30, 2022.
•Held residential mortgage whole loans with fair value of $1.3 billion as of June 30, 2022.
•Unencumbered target assets totaled approximately $160.0 million.
•Recourse debt to equity ratio was 3.4x as of June 30, 2022.
Dividend
On August 9, 2022, the Company declared a dividend of $0.45 per share of common stock for the second quarter of 2022. The dividend is payable on August 31, 2022 to common stockholders of record as of August 22, 2022.
Conference Call and Webcast Information
The Company will host a live conference call and webcast today, August 9, 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: 13730432
The playback can be accessed through August 23, 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.
“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 common share 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 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 | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||
| INTEREST INCOME, NET | ||||||||
| Interest income | $ | 29,702 | $ | 12,143 | $ | 56,811 | $ | 22,177 |
| Interest expense | 13,271 | 1,846 | 23,441 | 2,678 | ||||
| NET INTEREST INCOME | 16,431 | 10,297 | 33,370 | 19,499 | ||||
| REALIZED AND UNREALIZED GAINS (LOSSES), NET | ||||||||
| Net realized gain (loss) on mortgage loans, derivative contracts, RMBS, and CMBS | 12,718 | (10,224) | 39,133 | (12,512) | ||||
| Net unrealized gain (loss) on mortgage loans, debt at fair value option, and derivative contracts | (73,985) | 4,813 | (154,166) | 9,330 | ||||
| TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET | (61,267) | (5,411) | (115,033) | (3,182) | ||||
| EXPENSES | ||||||||
| Operating expenses | 2,977 | 609 | 6,723 | 1,130 | ||||
| Operating expenses incurred with affiliate | 838 | 533 | 1,838 | 972 | ||||
| Due diligence and transaction costs | 519 | 177 | 1,182 | 242 | ||||
| Stock compensation | 968 | 90 | 1,839 | 90 | ||||
| Securitization costs | — | — | 2,019 | — | ||||
| Management fee incurred with affiliate | 2,006 | 1,250 | 3,879 | 2,169 | ||||
| Total operating expenses | 7,308 | 2,659 | 17,480 | 4,603 | ||||
| INCOME BEFORE INCOME TAXES | (52,144) | 2,227 | (99,143) | 11,714 | ||||
| Income tax benefit | — | — | (3,457) | — | ||||
| NET INCOME (LOSS) | $ | (52,144) | $ | 2,227 | $ | (95,686) | $ | 11,714 |
| Preferred dividends | (4) | (4) | (8) | (8) | ||||
| NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDER(S) | $ | (52,148) | $ | 2,223 | $ | (95,694) | $ | 11,706 |
| Other comprehensive income (loss) | 11,235 | 3,085 | (1,752) | 3,615 | ||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | (40,913) | $ | 5,308 | $ | (97,446) | $ | 15,321 |
| Basic earnings (loss) per common share | $ | (2.13) | $ | 0.13 | $ | (3.90) | $ | 0.72 |
| Diluted earnings (loss) per common share | $ | (2.13) | $ | 0.13 | $ | (3.90) | $ | 0.72 |
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 24,458,015 | 16,746,606 | 24,549,977 | 16,238,153 | ||||
| Diluted | 24,458,015 | 16,798,660 | 24,549,977 | 16,264,323 |
Angel Oak Mortgage, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except for share data)
| As of: | ||||
|---|---|---|---|---|
| June 30, 2022 | December 31, 2021 | |||
| ASSETS | ||||
| Residential mortgage loans - at fair value | $ | 1,279,341 | $ | 1,061,912 |
| Residential mortgage loans in securitization trusts - at fair value | 982,579 | 667,365 | ||
| Commercial mortgage loans - at fair value | 20,196 | 18,664 | ||
| RMBS - at fair value | 922,859 | 485,634 | ||
| CMBS - at fair value | 8,982 | 10,756 | ||
| U.S. Treasury securities - at fair value | — | 249,999 | ||
| Cash and cash equivalents | 16,100 | 40,801 | ||
| Restricted cash | 5,776 | 11,508 | ||
| Principal and interest receivable | 43,030 | 25,984 | ||
| Deferred tax asset | 3,457 | — | ||
| Unrealized appreciation on TBAs and interest rate futures contracts - at fair value | 594 | 2,428 | ||
| Other assets | 1,732 | 2,878 | ||
| Total assets | $ | 3,284,646 | $ | 2,577,929 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| LIABILITIES | ||||
| Notes payable | $ | 1,102,101 | $ | 853,408 |
| Non-recourse securitization obligation, collateralized by residential mortgage loans in securitization trusts | 949,442 | 616,557 | ||
| Securities sold under agreements to repurchase | 128,365 | 609,251 | ||
| Unrealized depreciation on TBAs and interest rate futures contracts - at fair value | 8,258 | 728 | ||
| Due to broker | 720,405 | — | ||
| Accrued expenses | 2,584 | 442 | ||
| Accrued expenses payable to affiliate | 1,539 | 1,425 | ||
| Interest payable | 2,663 | 1,283 | ||
| Income taxes payable | — | 1,600 | ||
| Management fee payable to affiliate | 2,005 | 1,845 | ||
| Total liabilities | $ | 2,917,362 | $ | 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 June 30, 2022 and December 31, 2021 | 101 | 101 | ||
| Common stock, $0.01 par value. As of June 30, 2022: 350,000,000 shares authorized, 24,925,930 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 | 472,356 | 476,510 | ||
| Accumulated other comprehensive income | 1,248 | 3,000 | ||
| Retained (deficit) earnings | (106,670) | 11,527 | ||
| Total stockholders’ equity | $ | 367,284 | $ | 491,390 |
| Total liabilities and stockholders’ equity | $ | 3,284,646 | $ | 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 | Six Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||
| (in thousands) | |||||||||||
| Net income (loss) allocable to common stockholders | $ | (52,148) | $ | 2,223 | $ | (95,694) | $ | 11,706 | |||
| Adjustments: | |||||||||||
| Net other-than-temporary credit impairment losses | — | — | — | — | |||||||
| Net unrealized (gains) losses on derivatives | 24,692 | 3,903 | 9,366 | 2,294 | |||||||
| Net unrealized (gains) losses on residential loans in securitization trusts and non-recourse securitization obligation | 10,266 | — | 40,476 | — | |||||||
| Net unrealized (gains) losses on residential loans | 38,538 | (4,062) | 103,125 | (6,954) | |||||||
| Net unrealized (gains) losses on commercial loans | 489 | (123) | 985 | (265) | |||||||
| Net unrealized (gains) losses on financial instruments at fair value | — | — | — | — | |||||||
| (Gains) losses on extinguishment of debt | — | — | — | — | |||||||
| Non-cash equity compensation expense | 968 | 90 | 1,839 | 90 | |||||||
| Incentive fee earned by the Manager | — | — | — | — | |||||||
| Realized gains (losses) on terminations of interest rate swaps | — | — | — | — | |||||||
| Total other non-recurring (gains) losses | — | — | — | — | |||||||
| Distributable Earnings | $ | 22,805 | $ | 2,031 | $ | 60,097 | $ | 6,871 | |||
| Three Months Ended | Six Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||
| ( in thousands) | |||||||||||
| Annualized Distributable Earnings | $ | 8,124 | $ | 120,194 | $ | 13,742 | |||||
| Average total stockholders’ equity | $ | 334,503 | $ | 426,703 | $ | 289,130 | |||||
| Distributable Earnings Return on Average Equity | 23.13 | % | 2.43 | % | 28.17 | % | 4.75 | % |
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)
| June 30, 2022 | March 31, 2022 | December 31, 2021 | ||||
|---|---|---|---|---|---|---|
| (in thousands except for share and per share amounts presented) | ||||||
| GAAP total stockholders’ equity | $ | 367,284 | $ | 421,436 | $ | 491,390 |
| Preferred stock | (101) | (101) | (101) | |||
| GAAP total common stockholders’ equity for book value per share of common stock | $ | 367,183 | $ | 421,335 | $ | 491,289 |
| Adjustments: | ||||||
| Fair value adjustment for securitized debt held at amortized cost | 32,863 | 20,443 | 1,079 | |||
| Stockholders’ equity including economic book value adjustments | $ | 400,046 | $ | 441,778 | $ | 492,368 |
| Number of shares of common stock outstanding at period end | 24,925,930 | 25,085,796 | 25,227,328 | |||
| Book value per share of common stock | $ | 14.73 | $ | 16.80 | $ | 19.47 |
| Economic book value per share of common stock | $ | 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
aomr2q22earningssuppleme
Second Quarter 2022 Earnings Supplement Angel Oak Mortgage, Inc.
Important Notices 2 References in this presentation to “we,” “us,” “our,” “AOMR” and the “Company” refer to Angel Oak Mortgage, Inc., a Maryland corporation, its operating partnership and their respective subsidiaries; the term “Manager” refers to Falcons I, LLC, our external manager; the term “Angel Oak Capital” refers to Angel Oak Capital Advisors, LLC; the term “Angel Oak Mortgage Lending” refers collectively to Angel Oak Mortgage Solutions, Angel Oak Home Loans and Angel Oak Commercial Lending; the term “Angel Oak Mortgage Solutions” refers to Angel Oak Mortgage Solutions LLC; the term “Angel Oak Home Loans” refers to Angel Oak Home Loans LLC; the term “Angel Oak Commercial Lending” refers to Angel Oak Commercial Lending, LLC, Angel Oak Prime Bridge, Angel Oak Commercial Bridge and Cherrywood Mortgage; the term “Angel Oak Prime Bridge” refers to Angel Oak Prime Bridge, LLC; the term “Angel Oak Commercial Bridge” refers to Angel Oak Commercial Bridge, LLC; and the term “Cherrywood Mortgage” refers to Cherrywood Mortgage, LLC; the term “Angel Oak” refers collectively to Angel Oak Capital and its affiliates, including our Manager; and the term “AOMT” refers to Angel Oak Mortgage Trust I, LLC, Angel Oak’s securitization platform, including its subsidiaries and affiliates. This presentation has been prepared by the Company solely for your information and may not be reproduced or redistributed, in whole or in part, to any other person. The information contained in this presentation is provided to you as a summary as of the date of this presentation and is subject to change without notice. The Company does not undertake any obligation to update this presentation to reflect actual events, circumstances or changes in expectations. This presentation was prepared based upon information believed to be reliable. However, the Company does not make any representation or warranty with regard to the accuracy or completeness of the information herein and some of such information was obtained from published sources or other third parties without independent verification. This presentation contains certain forward-looking statements that are subject to various risks and uncertainties, including, without limitation, statements relating to the performance of our 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. Our ability to predict future events or conditions or 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 our business, financial results and performance. Although we believe 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. Factors that could have a material adverse effect on future results and performance relative to those set forth in or implied by the related forward-looking statements, as well as on our business, financial condition, liquidity, results of operations and prospects, include, but are not limited to: (see next page): Angel Oak Mortgage, Inc.
Important Notices 3 • the impact of the ongoing COVID-19 pandemic; • the effects of adverse conditions or developments in the financial markets and the economy upon our ability to acquire non-QM loans sourced from Angel Oak’s proprietary mortgage lending platform, Angel Oak Mortgage Lending, and other target assets; • the level and volatility of prevailing interest rates and credit spreads; • changes in our industry, inflation, interest rates, the debt or equity markets, the general economy (or in specific regions) or the residential real estate finance and the real estate markets specifically; • changes in our business strategies or target assets; • general volatility of the markets in which we invest; • changes in the availability of attractive loan and other investment opportunities, including non-QM loans sourced from Angel Oak Mortgage Lending platforms; • the ability of our Manager to locate suitable investments for us, manage our portfolio, and implement our strategy; • our ability to obtain and maintain financing arrangements on favorable terms, or at all; • the adequacy of collateral securing our investments and a decline in the fair value of our investments; • the timing of cash flows, if any, from our investments; • our ability to profitably execute securitization transactions; • the operating performance, liquidity, and financial condition of borrowers; • increased rates of default and/or decreased recovery rates on our investments; • changes in prepayment rates on our investments; • the departure of any of the members of senior management of the Company, our Manager, or Angel Oak; • the availability of qualified personnel; • conflicts with Angel Oak, including our Manager, and its personnel, including our officers, and entities managed by Angel Oak; • events, contemplated or otherwise, such as acts of God, including hurricanes, earthquakes, and other natural disasters, including those resulting from global climate change, pandemics, acts of war or terrorism, escalation of military conflicts (such as the Russian invasion of Ukraine), and others that may cause unanticipated and uninsured performance declines, disruptions in markets, and/or losses to us or the owners and operators of the real estate securing our investments; • impact of and changes in governmental regulations, tax laws and rates, accounting principles and policies and similar matters; • the level of governmental involvement in the U.S. mortgage market; • future changes with respect to the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation in the mortgage market and related events, including the lack of certainty as to the future roles of these entities and the U.S. Government in the mortgage market and changes to legislation and regulations affecting these entities; • effects of hedging instruments on our target assets and our returns, and the degree to which our hedging strategies may or may not protect us from interest rate volatility; • our ability to make distributions to our stockholders in the future at the level contemplated by our stockholders or the market generally, or at all; • our ability to continue to qualify as a real estate investment trust for U.S. federal income tax purposes; and • our ability to maintain our exclusion from regulation as an investment company under the Investment Company Act of 1940, as amended. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management’s views only as of the date of this presentation. Actual results and performance may differ materially from those set forth in or implied by our forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by applicable law, we assume no obligation, and do not intend to, update or otherwise revise any of our forward-looking statements, whether as a result of new information, future events or otherwise. Angel Oak Mortgage, Inc.
Q2 Highlights & Financial Results 4
Target approximately one securitization per quarter to lock in funding term and rates and provide capital for additional loan purchases Seek to consistently grow asset base of loans and securities to drive increasing returns Intend to declare quarterly dividends that balance shareholder income and long-term book value appreciation Effectively identify, assess, and act upon key opportunities and risks in appropriate markets AOMR is a business, not a trade – management will make key decisions in the best long-term interest of our shareholders The AOMR Model 5 Source and purchase high-quality, non-QM loans leveraging the infrastructure, scale, and expertise of Angel Oak ecosystem Loan Acquisition Securitization Financing Growing Book Value Quarterly Dividend Holistic Portfolio Management Long-Term Focus Angel Oak Mortgage, Inc. AOMR is committed to generating attractive risk-adjusted returns and long-term capital appreciation to seek to drive attractive total economic return to our shareholders
Q2 Financial Results 6 $0.90/shareDistributable Earnings1 Declared Q2 dividend of $0.45/shareDividend ($2.13)/shareGAAP Net Income $16.05/shareEconomic Book Value1 Q2: 23.13% Distributable Earnings ROAE1 $14.73/shareBook Value 1 See Appendix for definition and reconciliation to comparable GAAP metrics. Angel Oak Mortgage, Inc. KEY COMMENTARY • Purchased $257MM of loans in Q2 2022; $37MM purchased in Q3 through August 9, 2022 • Loans purchased by AOMR in July average a 6.9% coupon; recent Angel Oak Mortgage rate locks average a 7.6% coupon – these loans will be available for purchase in the AOMR portfolio in coming quarters • Book Value decline of (12.3%) versus Q1 2022, driven by unrealized mark-to-market losses on our whole loan, on-balance sheet securitization, and RMBS portfolios • Economic Book Value 1 (EBV) of $16.05/share versus Q1 2022 EBV of $17.61/share
Q2 FY22 Interest Income and Average Asset Balances 7 1 Displays Target Asset Balances and Income, which includes Residential Loans, Loans in Securitization Trust, RMBS, Commercial Loans, and CMBS, excludes $100k of other interest 2 Excludes Debt Issuance Costs Angel Oak Mortgage, Inc. $000s Interest Income / Expense Average Balance Implied Yield Interest Income / Expense Average Balance Implied Yield Interest Income Residential Loans 13,443$ 1,243,100$ 4.3% 11,981$ 1,108,704$ 4.3% Residential Loans in Securitization Trust 11,469 1,018,247 4.5% 10,418 881,294 4.7% Commercial Loans 345 20,387 6.8% 302 19,061 6.3% RMBS 4,191 400,403 4.2% 4,108 350,236 4.7% CMBS 172 9,159 7.5% 300 10,499 11.4% Total Interest Income1 29,621$ 27,109$ Interest Expense Notes Payable 7,305$ 1,079,482$ 2.7% 5,497$ 918,536$ 2.4% Non-Recourse Securitization Obligation 5,403 981,633 2.2% 4,583 837,504 2.2% Repurchase Facilities 286 92,598 1.2% 89 356,525 0.1% Total Interest Expense2 12,995$ 10,170$ Net Interest Margin 16,626$ 16,940$ Net Interest Margin as % of Income 56.1% 62.5% Q1 2022Q2 2022
Q2 Distributable Earnings 8 GAAP Net Income includes the impact of unrealized Gains/(Losses) due to mark-to-market valuations that do not impact Distributable Earnings ‒ When interest rates rise, the unrealized mark-to-market valuation of existing securities and loans will decline Angel Oak Mortgage, Inc. Note: Please see Appendix for Company’s definition of Distributable Earnings. June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net income allocable to common stockholder(s) (52,148)$ 2,223$ (95,693)$ 11,706$ Adjustments: Net other-than-temporary credit impairment losses -- -- -- -- Net unrealized (gains) losses on derivatives 24,692 3,903 9,366 2,294 Net unrealized (gains) losses on residential loans in securitization trusts and non-recourse securitization obligation 10,266 40,476 Net unrealized (gains) losses on residential loans 38,538 (4,062) 103,125 (6,954) Net unrealized (gains) losses on commercial loans 489 (123) 985 (265) Net unrealized (gains) losses on financial instruments at fair value -- - -- - (Gains) losses on extinguishment of debt -- -- -- -- Non-cash equity compensation expense 968 90 1,839 90 Incentive fee earned by the Manager -- -- -- -- Realized gains (losses) on terminations of interest rate swaps -- -- -- -- Total other non-recurring (gains) losses -- -- -- -- Distributable Earnings 22,805$ 2,031$ 60,098$ 6,871$ Three Months Ended (in thousands) Six Months Ended (in thousands)
Target Asset Growth 9 1 Displays Target Asset Balances as of quarter end, which includes Residential Loans, Loans in Securitization Trust, RMBS, Commercial Loans, and CMBS Angel Oak Mortgage, Inc. KEY COMMENTARY Balance Sheet grew 19% from Q1 to Q2 as the business matures, in line with previous Quarter over Quarter growth Residential Loans in Securitization Trust contracted from Q1 to Q2 due to prepayment activity in the loan pools Balance Sheet Composition1 ($ millions) 232 529 723 1,062 1104 1279 320 667 1078 983 229 723 622 486 491 923 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Commercial Loans & CMBS Residential Loans Loans in Securitization Trust RMBS 1,271 2,244 1,684 481 2,704 3,214
Book Value 10 KEY COMMENTARY • Book Value of $14.73 including impact of $0.45 dividend paid in May, down from $16.80 at end of Q1 • Q2 Book Value decrease driven by unrealized losses on mark-to-market on our whole loan, on-balance sheet securitization, and RMBS portfolios Angel Oak Mortgage, Inc.
Book Value 11 Economic Book Value marks the amortized cost liability balances of our Non-Recourse Financing Obligation Angel Oak Mortgage, Inc.
AOMR 2022-4 Securitization 12 KEY COMMENTARY • $184.7MM Securitization; Face Value of securities sold $159.1MM • Weighted average coupon of loans underlying portfolio of 5.22% • AOMR retained M1, B1, B2, B3, XS, and A-IO-S tranches • Average credit score: 725; Average Loan-to-Value (LTV): 75.1% 2022-4 Securitization Details as of Deal Date AOMR closed its fourth post-IPO securitization for $184.7MM with a 5.22% Weighted Average Coupon Angel Oak Mortgage, Inc. Class Total Balance Balance Sold Initial Coupon (%) Total Proceeds A1 127,107,000 127,107,000$ 4.650% $125,509,430 A2 15,889,000 15,889,000$ 4.650% $15,321,680 A3 16,073,000 16,073,000$ 4.650% $15,346,394 M1 10,254,000 4.745% B1 3,325,000 4.745% B2 5,081,000 4.745% B3 7,020,934 4.745% XS 184,749,934 0.082% A-IO-S 184,749,934 0.324% Total $184,749,934 $159,069,000 $156,177,505
Key Portfolio Statistics 13
Key Portfolio Statistics: Residential Loans 14 Residential Loans by Product RESIDENTIAL LOAN PORTFOLIO: Residential Loans represent individual loans awaiting securitization Total Fair Value: $1.3B Weighted Average Coupon: 4.7% Weighted Average LTV at Origination: 70.8% Weighted Average FICO Score at Loan Origination: 737 % of Loans 90+ Days Delinquent (based on Unpaid Principal Balance): 0.13% Residential Loan Geographic Diversification As of June 30, 2022. Angel Oak Mortgage, Inc. Residential Loan Portfolio Credit Score Distribution Residential Loan Portfolio Coupon Rate Distribution 0 100 200 300 400 500 # of L oa ns Credit Score 0 100 200 300 400 500 600 # of L oa ns Coupon Rate (%) 1 No state in “Other” represents more than a 3% concentration of the residential mortgage loans in our portfolio that we owned directly as of June 30, 2022
Key Portfolio Statistics: Loans in Securitization Trust 15 As of June 30, 2022. 1 No state in other represents more than a 3% in the underlying collateral Angel Oak Mortgage, Inc. Loans in Securitization Trust Geographic Diversification $000s AOMT 2021-4 AOMT 2021-7 AOMT 2022-1 Total / Weighted Average UPB of loans 206,347$ 324,546$ 493,597$ 1,024,490$ Number of loans 461 826 1,079 2,366 Weighted Average Loan Coupon 5.04% 4.74% 4.44% 4.66% Average Loan Amount 448$ 393$ 457$ 435$ Weighted Average LTV at loan origination and deal date 71% 69% 69% 69% Weighted Average Credit Score at loan origination and deal date 741 744 749 746 Current 3 month CPR 28.4% 24.1% 16.3% 21% 90+ Delinquency (as a % of UPB) 0.0% 0.0% 0.4% 0.2%
Key Portfolio Statistics: RMBS 16 RMBS PORTFOLIO: Our RMBS Portfolio represents the legacy retained tranches of securitizations that AOMR took part in before becoming a public company in June 2021 as well as any RMBS purchased in the secondary market. Total Fair Value: $923MM Weighted Average Coupon: 6.5% Weighted Average LTV: 72.6% 90 Day DLQ: 7.76% As of June 30, 2022. 1 No state in “Other” represents more than a 4% concentration of the underlying collateral; 2 As % of Original UPB Angel Oak Mortgage, Inc. RMBS Portfolio Geographic DiversificationRMBS Portfolio 90+ Day Delinquency Trend 2 RMBS Portfolio LTV Trend
Appendix 17
AOMR Investment Strategy 18Angel Oak Mortgage, Inc. ACQUIRE PREDOMINANTLY NON-QM LOANS SECURITIZE LOANS RETAIN PORTIONS OF SECURITIZATION REINVEST • Typically retain the bottom 4-10% of market value of the securitization • Retention of subordinated and interest- only tranches can drive higher returns without additional financial leverage • Borrowings against retained RMBS facilitated through repurchase agreements with Wall Street banks • Securitization enables us to: ‒ Secure term financing on a regular, programmatic basis ‒ Reduce cost of funding in many markets ‒ Replace largely mark-to-market financial leverage with term structural leverage • Non-QM loans offer an attractive risk- adjusted return in a growing market segment • Loans are held on financing lines with global money centers, community banks, and regional banks • Utilize structural term leverage from securitizations, portfolio returns, and loan financing facilities to purchase high quality non-QM loans • Utilize the breadth and depth of Angel Oak to act upon key market opportunities and risks Our acquisition, securitization, and reinvestment processes enable us to consistently deliver on our business model
Angel Oak Mortgage, Inc. Illustrative Securitization Structure 19 Senior Bonds (AAA, AA, A rating) Interest Only Mezzanine Bonds (BBB, BB, B rating) ~85 - 90% of the deal Junior Equity (unrated) ~0 - 10% of the deal ~5 - 10% of the deal KEY CHARACTERISTICS • Senior and mezzanine bonds receive a fixed coupon • Junior bonds receive the net Weighted Average Coupon of collateral • Interest-only tranches receive remaining excess spread between the collateral pool and the coupon on the senior, mezzanine, and junior bonds ‒ This excess spread is sensitive to prepayments • Bonds can typically be called after two to three years • Angel Oak intends to retain bonds where it finds the best relative value, which may include Subordinated Bonds and Junior Equity (credit sensitive) and IO bonds (prepayment sensitive) • Retaining these bonds creates a natural hedge in the portfolio as the B2 and B3 bonds tend to perform well in a faster prepayment environment, whereas the XS and AIOS interest only bonds tend to experience reduced cash flows
Appendix: Q2 FY22 Income Statement (Unaudited) 20Angel Oak Mortgage, Inc.
Appendix: Consolidated Balance Sheet (Unaudited) 21Angel Oak Mortgage, Inc. June 30, 2022 December 31, 2021 ASSETS Residential mortgage loans - at fair value $ 1,279,341 $ 1,061,912 Residential mortgage loans in securitization trusts - at fair value 982,579 667,365 Commercial mortgage loans - at fair value 20,196 18,664 RMBS - at fair value 922,859 485,634 CMBS - at fair value 8,982 10,756 U.S. Treasury securities - at fair value - 249,999 Cash and cash equivalents 16,100 40,801 Restricted cash 5,776 11,508 Principal and interest receivable 43,030 25,984 Deferred Tax Asset 3,457 - Unrealized appreciation on TBAs and interest rate futures contracts - at fair value 594 2,428 Other assets 1,732 2,878 Total assets $ 3,284,646 $ 2,577,929 As of: (in thousands, except for per share data)
Appendix: Consolidated Balance Sheet Cont. (Unaudited) 22Angel Oak Mortgage, Inc. June 30, 2022 December 31, 2021 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Notes payable $ 1,102,101 $ 853,408 Non-recourse securitization obligation, collateralized by residential mortgage loans - at fair value 949,442 616,557 Securities sold under agreements to repurchase 128,365 609,251 Unrealized depreciation on TBAs and interest rate futures contracts - at fair value 8,258 728 Due to broker 720,405 - Accrued expenses 2,584 442 Accrued expenses payable to affiliate 1,539 1,425 Interest payable 2,663 1,283 Income taxes payable - 1,600 Management fee payable to affiliate 2,005 1,845 Total liabilities $ 2,917,362 $ 2,086,539 STOCKHOLDERS' EQUITY Series A preferred stock, $.01 par value, 12% cumulative, non-voting, 125 shares authorized, issued, and outstanding as of March 31, 2022 and December 31, 2021 101 101 Common stock, $0.01 par value. As of March 31, 2022: 350,000,000 shares authorized, 25,227,328 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 472,356 476,510 Accumulated other comprehensive (loss) income 1,248 3,000 Retained (deficit) earnings (106,670) 11,527 Total stockholders' equity $ 367,284 $ 491,390 Total liabilities and stockholders' equity $ 3,284,646 $ 2,577,929 As of: (in thousands, except for per share data)
Appendix: Q2 FY22 GAAP Reconciliation of Distributable Earnings 23 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. Angel Oak Mortgage, Inc. June 30, 2022 June 30, 2021 Net income allocable to common stockholder(s) (52,148)$ 2,223$ Adjustments: Net unrealized (gains) losses on derivatives 24,692 3,903 Net unrealized (gains) losses on residential loans in securitization trusts and non-recourse securitization obligation 10,266 Net unrealized (gains) losses on residential loans 38,538 (4,062) Net unrealized (gains) losses on commercial loans 489 (123) Non-cash equity compensation expense 968 90 Distributable Earnings 22,805$ 2,031$ Annualized Distributable Earnings Return on Average Equity Annualized Distributable Earnings 91,220$ 8,124$ Average total stockholder(s)' equity 394,362 334,503 Distributable Earnings Return on Average Equity 23.13% 2.43% Three Months Ended (in thousands)
Appendix: Q2 FY22 GAAP Reconciliation of Economic Book Value (Unaudited) 24 “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 the table below 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 common share 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. Angel Oak Mortgage, Inc.