Angel Oak Mortgage REIT, Inc 10-Q for FY2021 Q2
Angel Oak Mortgage REIT, Inc. (AOMR)
10-Q
2021-08-13
For: 2021-06-30
View Original
Added on
April 06, 2026
About this 10-Q
Angel Oak Mortgage REIT, Inc filed this 10-Q on August 13, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).
Headline figures
Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $2.23M
- down 91.5% from net income of $26.23M a year earlier
- Diluted EPS
- $0.13
- down 92.2% from $1.67 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2021
For the transition period from __________ to __________
Commission file number 333-256301
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | ☒ | ||||||||||||
| Smaller reporting company | Emerging growth company | |||||||||||||
| Accelerated filer | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The registrant had 25,502,997 shares of common stock, $0.01 par value per share, outstanding as of August 13, 2021.
ANGEL OAK MORTGAGE, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Part I - FINANCIAL INFORMATION | |||||
| Part II. Other Information | |||||
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Angel Oak Mortgage, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except for share data)
| As of: | |||||||||||
| June 30, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Residential mortgage loans - at fair value | $ | $ | |||||||||
| Commercial mortgage loans - at fair value | |||||||||||
| RMBS - at fair value | |||||||||||
| CMBS - at fair value | |||||||||||
| U.S. Treasury securities - at fair value | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Principal and interest receivable | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| LIABILITIES | |||||||||||
| Notes payable | $ | $ | |||||||||
| Securities sold under agreements to repurchase | |||||||||||
| Unrealized depreciation on futures contracts - at fair value | |||||||||||
| Accrued expenses | |||||||||||
| Accrued expenses payable to affiliate | |||||||||||
| Interest payable | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Commitments and contingencies | |||||||||||
| STOCKHOLDERS’ EQUITY | |||||||||||
Series A preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | $ | $ | |||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of this statement.
2
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, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 | ||||||||||||||||||||
| INTEREST INCOME, NET | |||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| NET INTEREST INCOME | |||||||||||||||||||||||
| REALIZED AND UNREALIZED GAINS (LOSSES), NET | |||||||||||||||||||||||
| Net realized loss on derivative contracts, RMBS, CMBS, and mortgage loans | ( | ( | ( | ( | |||||||||||||||||||
| Net unrealized gain (loss) on derivative contracts and mortgage loans | ( | ||||||||||||||||||||||
| TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET | ( | ( | ( | ||||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Operating and investment expenses | |||||||||||||||||||||||
| Operating expenses incurred with affiliate | |||||||||||||||||||||||
| Securitization costs | |||||||||||||||||||||||
| Management fee incurred with affiliate | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| NET INCOME (LOSS) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Preferred dividends | ( | ( | ( | ( | |||||||||||||||||||
| NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDER(S) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Basic earnings (loss) per common share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted earnings (loss) per common share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of this statement.
3
Angel Oak Mortgage, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
(in thousands)
| For the Three Months Ended June 30, 2020 | |||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock at Par | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Total Equity | ||||||||||||||||||||||||||||||
| Stockholders’ equity as of March 31, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Dividends declared - preferred | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Unrealized loss on RMBS and CMBS | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Equity contribution from (distribution to) common stockholder | — | — | — | ( | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Stockholders’ equity as of June 30, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| For the Three Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock at Par | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||||
| Stockholders’ equity as of March 31, 2021 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Private placement concurrent with IPO | — | — | — | ||||||||||||||||||||||||||||||||
| Common stock issued in IPO | — | — | — | ||||||||||||||||||||||||||||||||
| Non-cash equity compensation | — | — | — | ||||||||||||||||||||||||||||||||
| Dividends declared - preferred | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Unrealized gain on RMBS and CMBS | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Stockholders’ equity as of June 30, 2021 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of this statement.
4
Angel Oak Mortgage, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
(in thousands)
| For the Six Months Ended June 30, 2020 | |||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock at Par | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Deficit) | Total Equity | ||||||||||||||||||||||||||||||
Stockholders’ equity as of December 31, 2019 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Dividends declared - preferred | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Unrealized loss on RMBS and Treasury Bills | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Additional equity contribution from (distribution to) common stockholder | — | — | — | ( | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Stockholders’ equity as of June 30, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| For the Six Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock at Par | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||||
Stockholders’ equity as of December 31, 2020 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Contributions from common stockholder prior to IPO | — | — | — | — | |||||||||||||||||||||||||||||||
| Private placement concurrent with IPO | — | — | — | ||||||||||||||||||||||||||||||||
| Common stock issued in IPO | — | — | — | ||||||||||||||||||||||||||||||||
| Non-cash equity compensation | — | — | — | ||||||||||||||||||||||||||||||||
| Dividends declared - preferred | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Unrealized gain on RMBS and CMBS | — | — | — | — | |||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Stockholders’ equity as of June 30, 2021 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of this statement.
5
Angel Oak Mortgage, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Net realized loss on derivative contracts, RMBS, CMBS, and mortgage loans | |||||||||||
| Net unrealized (gain) loss on derivative contracts and mortgage loans | ( | ||||||||||
| Accretion of securities | ( | ||||||||||
| Amortization of debt issuance costs | |||||||||||
| Net amortization of premiums and discounts on mortgage loans | |||||||||||
| Non-cash equity compensation | |||||||||||
| Net change in: | |||||||||||
| Purchases of residential mortgage loans from non-affiliates | ( | ( | |||||||||
| Purchases of residential mortgage loans from affiliates | ( | ( | |||||||||
| Sales of residential mortgage loan into affiliate’s securitization trust | |||||||||||
| Principal payments on residential mortgage loans | |||||||||||
| Margin received from (posted on) interest rate futures contracts | ( | ||||||||||
| Principal and interest receivable | ( | ( | |||||||||
| Receivable from affiliate | |||||||||||
| Other assets | ( | ( | |||||||||
| Management fee payable to affiliate | |||||||||||
| Accrued expenses | ( | ||||||||||
| Accrued expenses payable to affiliate | ( | ( | |||||||||
| Interest payable | ( | ||||||||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( | ||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchases of investment securities | ( | ( | |||||||||
| Sale of U.S. Treasury securities | |||||||||||
| Sale of RMBS | |||||||||||
| Principal payments on RMBS | |||||||||||
| Purchases of commercial mortgage loans from affiliate | ( | ||||||||||
| Principal payments on commercial mortgage loans | |||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Contributions from prior common stockholder | |||||||||||
| Distributions to prior common stockholder | ( | ||||||||||
| Proceeds from private placement concurrent with IPO | |||||||||||
| Proceeds from IPO | |||||||||||
| Cash paid for debt issuance costs | ( | ( | |||||||||
| Net proceeds from securities sold under agreements to repurchase | |||||||||||
| Net proceeds from (payments on) notes payable | ( | ||||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | |||||||||||
| CHANGE IN CASH AND RESTRICTED CASH | ( | ||||||||||
CASH AND RESTRICTED CASH, beginning of period (1) | |||||||||||
CASH AND RESTRICTED CASH, end of period (1) | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
(1) Cash, cash equivalents, and restricted cash as of June 30, 2021 included cash and cash equivalents of $28.9 million and restricted cash of $4.1 million, and at December 31, 2020 included cash and cash equivalents of $43.6 million and restricted cash of $2.4 million.
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of this statement.
6
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Organization and Basis of Presentation
Angel Oak Mortgage, Inc., together with its subsidiaries (“the Company”), is a real estate finance company focused on acquiring and investing in first lien non-qualified residential mortgage (“non-QM”) loans and other mortgage‑related assets in the U.S. mortgage market. The Company’s strategy is to make investments in first lien non‑QM loans that are primarily made to higher‑quality non‑QM loan borrowers and primarily sourced from the proprietary mortgage lending platform of affiliates Angel Oak Mortgage Solutions and Angel Oak Home Loans (together, “Angel Oak Lending”), which operates through wholesale and retail channels and has a national origination footprint. The Company may also invest in other residential mortgage loans, residential mortgage‑backed securities (“RMBS”), and other mortgage‑related assets. 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 a Maryland corporation incorporated on March 20, 2018. On September 18, 2018 (commencement of operations), the Board of Directors of the Company (the “Board of Directors”) authorized the Company to commence operations and on October 19, 2018 the Company began its investing activities. For the period prior to September 18, 2018, the Company had no operating activity. The Company achieves certain of its investment objectives by investing a portion of its assets in its wholly‑owned subsidiary, Angel Oak Mortgage REIT TRS, LLC (“AOMR TRS”), a Delaware limited liability company formed on March 21, 2018, which invests its assets in Angel Oak Mortgage Fund TRS, a Delaware statutory trust formed on June 15, 2018.
On June 21, 2021, the Company completed its initial public offering (the “IPO”) of 7,200,000 shares of common stock, $0.01 par value per share (“common stock”), at an initial public offering price of $19.00 per share for total proceeds of approximately $136.8 million, excluding the underwriting discounts and commissions and offering expenses of the IPO, each of which was paid by Angel Oak Capital Advisors, LLC (“Angel Oak Capital”), pursuant to a registration statement on Form S-11, as amended (File No. 333-256301) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The common stock of the Company trades on the New York Stock Exchange under the ticker symbol “AOMR”.
Concurrently with the completion of the IPO, the Company sold an additional 2,105,263 shares of common stock to CPPIB Credit Investments Inc. in a private placement at $19.00 per share, for total proceeds of approximately $40.0 million.
The Operating Partnership
On February 5, 2020, the Company formed Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), through which substantially all of its assets are held and substantially all of its operations are conducted, either directly or through subsidiaries. The Company holds all of the limited partnership interests in the Operating Partnership and indirectly holds the sole general partnership interest in the Operating Partnership through the general partner, which is the Company’s wholly-owned subsidiary.
The Company’s Manager and REIT status
The Company is externally managed and advised by Falcons I, LLC (the “Manager”), a registered investment adviser with the SEC. The Company has elected to be taxed as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2019 and will operate in conformity with the requirements for qualification as a REIT under the Code.
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2020, included in the Company’s prospectus dated June 16, 2021, filed with the SEC on June 21, 2021 pursuant to Rule 424(b)(4) under the Securities Act (the “Prospectus”), which is part of the Registration Statement.
Use of Estimates
The preparation of financial statements requires the Company to make a number of significant estimates. These include estimates of fair value of certain assets and liabilities, amounts and timing of credit losses, prepayment rates, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reported periods. It is likely that changes in these estimates (e.g., valuation changes due to supply and
7
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Recent Accounting Standards - Recently Issued
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The standard was issued to ease the accounting effects of reform to the London Interbank Offered Rate (“LIBOR”) and other reference rates. The standard provides optional expedients and exceptions for applying GAAP to debt, derivatives, and other contracts affected by reference rate reform. The standard is effective for all entities as of March 12, 2020 through December 31, 2022 and may be elected over time as reference rate reform activities occur. The Company does not believe that this ASU will have a material impact upon its consolidated financial statements.
2. Variable Interest Entities
The Company did not participate in any securitization transactions during the three and six month periods ended June 30, 2021.
Collectively, the securities resulting from securitization are referred to as “AOMT Securities.” The securities received in previous securitization transactions are included in “RMBS” and “CMBS” on the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, and details on the accounting treatment and fair value methodology of the securities can be found in Note 9, Fair Value Measurements. See Note 5, Investment Securities, for the fair value of AOMT Securities held by the Company as of June 30, 2021 and December 31, 2020 that were retained by the Company as a result of securitization transactions in 2020 and 2019.
3. Residential Mortgage Loans
Residential mortgage loans are measured at fair value. The following table sets forth the cost, fair value, weighted average interest rate, and weighted average remaining maturity of the Company’s residential mortgage loan portfolio as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Cost | $ | $ | ||||||||||||
| Unpaid principal balance | $ | $ | ||||||||||||
| Premium on mortgage loans purchased | ||||||||||||||
| Change in fair value | ( | |||||||||||||
| Fair value | $ | $ | ||||||||||||
| Weighted average interest rate | % | % | ||||||||||||
| Weighted average remaining maturity (years) | ||||||||||||||
8
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table sets forth data regarding the number of consumer mortgage loans secured by residential real property 90 or more days past due and also those in formal foreclosure proceedings, and the recorded investment and unpaid principal balance of such loans as of June 30, 2021 and December 31, 2020:
| As of: | June 30, 2021 | December 31, 2020 | ||||||||||||
| ($ in thousands) | ||||||||||||||
| Number of mortgage loans 90 or more days past due | ||||||||||||||
| Recorded investment in mortgage loans 90 or more days past due | $ | $ | ||||||||||||
| Unpaid principal balance of loans 90 or more days past due | $ | $ | ||||||||||||
| Number of mortgage loans in foreclosure | ||||||||||||||
| Recorded investment in mortgage loans in foreclosure | $ | $ | ||||||||||||
| Unpaid principal balance of loans in foreclosure | $ | $ | ||||||||||||
4. Commercial Mortgage Loans
Commercial mortgage loans are measured at fair value. The following table sets forth the cost, fair value, weighted average interest rate, and weighted average remaining maturity of the Company’s commercial mortgage loan portfolio as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Cost | $ | $ | ||||||||||||
| Unpaid principal balance | $ | $ | ||||||||||||
| Net discount on commercial mortgage loans purchased | ( | ( | ||||||||||||
| Change in fair value | ( | |||||||||||||
| Fair value | $ | $ | ||||||||||||
| Weighted average interest rate | % | % | ||||||||||||
| Weighted average remaining maturity (years) | ||||||||||||||
There was one commercial mortgage loan more than 90 days overdue as of June 30, 2021, and there was one commercial mortgage loan more than 90 days overdue, which was also in foreclosure as further described below, as of December 31, 2020. As of June 30, 2021, both the unpaid principal balance and the recorded investment were $0.6
There were no commercial mortgage loans in foreclosure as of June 30, 2021, and there was one commercial mortgage loan in foreclosure as of December 31, 2020. In the second quarter of 2021, the loan that had been in foreclosure on December 31, 2020 was cured, with all prior principal and interest due paid to a current status. As of December 31, 2020, the recorded investment in this loan was $0.6 million with an unpaid principal balance of $0.8 million.
5. Investment Securities
9
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table sets forth a summary of RMBS and CMBS at cost as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| RMBS | $ | $ | |||||||||
| CMBS | $ | $ | |||||||||
The following table sets forth certain information about the Company’s investments in RMBS and CMBS as of June 30, 2021 and December 31, 2020:
| Real Estate Securities at Fair Value | Securities Sold Under Agreement to Repurchase | Allocated Capital | |||||||||||||||
| June 30, 2021: | (in thousands) | ||||||||||||||||
AOMT RMBS (1) | |||||||||||||||||
| Senior | $ | $ | ( | $ | ( | ||||||||||||
| Mezzanine | ( | ||||||||||||||||
| Subordinate | ( | ||||||||||||||||
| Interest Only/Excess | |||||||||||||||||
| Total AOMT RMBS | $ | $ | ( | $ | |||||||||||||
| Other Non-Agency RMBS | |||||||||||||||||
| Subordinate | $ | $ | $ | ||||||||||||||
| Interest Only/Excess | |||||||||||||||||
| Total Other Non-Agency RMBS | $ | $ | $ | ||||||||||||||
| Whole Pool Agency RMBS | |||||||||||||||||
| Fannie Mae | $ | $ | ( | $ | |||||||||||||
| Freddie Mac | ( | ||||||||||||||||
| Whole Pool Total Agency RMBS | $ | $ | ( | $ | |||||||||||||
Total RMBS | $ | $ | ( | $ | |||||||||||||
| AOMT CMBS | |||||||||||||||||
| Subordinate | $ | $ | $ | ||||||||||||||
| Interest Only/Excess | |||||||||||||||||
| Total AOMT CMBS | $ | $ | $ | ||||||||||||||
(1) AOMT RMBS held as of June 30, 2021 included both retained tranches of securitizations in which the Company participated within the purview of Angel Oak Mortgage Trust I (“AOMT”) and additional AOMT Securities purchased in secondary market transactions.
10
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| December 31, 2020: | Real Estate Securities at Fair Value | Securities Sold Under Agreement to Repurchase | Allocated Capital | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
AOMT RMBS (1) | ||||||||||||||||||||
| Senior | $ | $ | ( | $ | ( | |||||||||||||||
| Mezzanine | ( | |||||||||||||||||||
| Subordinate | ( | |||||||||||||||||||
| Interest Only/Excess | ||||||||||||||||||||
| Total AOMT RMBS | $ | $ | ( | $ | ||||||||||||||||
| Other Non-Agency RMBS | ||||||||||||||||||||
| Senior | $ | $ | $ | |||||||||||||||||
| Subordinate | ||||||||||||||||||||
| Total Other Non-Agency RMBS | $ | $ | $ | |||||||||||||||||
Total RMBS | $ | $ | ( | $ | ||||||||||||||||
| AOMT CMBS | ||||||||||||||||||||
| Subordinate | $ | $ | $ | |||||||||||||||||
| Interest Only/Excess | ||||||||||||||||||||
| Total AOMT CMBS | $ | $ | $ | |||||||||||||||||
(1) AOMT RMBS held as of December 31, 2020 included both retained tranches of AOMT Securitizations in which the Company participated and additional AOMT securities purchased in secondary market transactions.
The following table sets forth certain information about the Company’s investments in U.S. Treasury Bills as of June 30, 2021 and December 31, 2020:
| Date | Face Value | Unamortized Discount, net | Amortized Cost (1) | Unrealized Loss | Fair Value | Net Effective Yield | ||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| June 30, 2021 | $ | $ | $ | $ | ( | $ | ||||||||||||||
| December 31, 2020 | $ | $ | ( | $ | $ | ( | $ | |||||||||||||
(1) Cost and amortized cost of U.S. Treasury Bills is substantially equal, due to the purchase of these securities close to quarter-end.
6. Notes Payable
11
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table sets forth the details of all the lines of credit available to the Company and drawn amounts for whole loan purchases as of June 30, 2021 and December 31, 2020:
| Drawn Amount | ||||||||||||||||||||||||||||||||
| Line of Credit | Facility Limit | Base Interest Rate | Interest Rate Spread | June 30, 2021 | December 31, 2020 | |||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||
Nomura Corporate Funding Americas, LLC (1) | $ | 3 month LIBOR | $ | $ | ||||||||||||||||||||||||||||
Banc of California, National Association (2) | $ | 1 month LIBOR | $ | $ | ||||||||||||||||||||||||||||
Deutsche Bank, AG (3) | $ | 1 month LIBOR | $ | $ | ||||||||||||||||||||||||||||
Goldman Sachs Bank USA (4) | $ | 3 month LIBOR | $ | N/A | ||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
(1) On June 21, 2021, this facility was amended to extend the expiration date from December 3, 2021 to August 5, 2022, add the one-month LIBOR as a base interest rate for certain loans, and change the interest rate spread to 1.70 % (from 1.75 %) to 3.50 %.
(2) This agreement expires on March 16, 2022.
(3) On June 21, 2021, this facility was amended to increase the facility limit from $150.0 million to $250.0 million, and replace the previous sole shareholder as guarantor with the Company and its subsidiaries. This agreement expires on February 11, 2022.
7. Securities Sold Under Agreements to Repurchase
Transactions involving securities sold under agreements to repurchase are treated as collateralized financial transactions, and are recorded at their contracted repurchase amounts. Margin (if required) for securities sold under agreements to repurchase represents margin collateral amounts held to ensure that the Company has sufficient coverage for securities sold under agreements to repurchase in case of adverse price changes. Restricted cash was substantially comprised of margin collateral for securities sold under agreements to repurchase as of each of June 30, 2021 and December 31, 2020, respectively.
The following table summarizes certain characteristics of the Company’s repurchase agreements as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | ||||||||||||||||||||
| Repurchase Agreements | Amount Outstanding | Weighted Average Interest Rate | Weighted Average Remaining Maturity (Days) | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| U.S. Treasury Bills | $ | % | ||||||||||||||||||
| RMBS | % | |||||||||||||||||||
| Total | $ | % | ||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||
| Repurchase Agreements | Amount Outstanding | Weighted Average Interest Rate | Weighted Average Remaining Maturity (Days) | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| U.S. Treasury Bills | $ | % | ||||||||||||||||||
| RMBS | % | |||||||||||||||||||
| Total | $ | % | ||||||||||||||||||
12
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
8. Derivative Financial Instruments
In the normal course of business, the Company enters into derivative financial instruments to manage its exposure to market risk, including interest rate risk and prepayment risk on its whole loan investments. The derivatives in which the Company invests, and the market risk that the economic hedge is intended to mitigate are further discussed below. Derivative instruments as of June 30, 2021 included both “To be Announced” forward-settling of mortgage-backed securities trades (“TBAs”) and interest rate futures contracts, while the derivative investments as of December 31, 2020 were solely comprised of interest rate futures contracts.
The Company uses interest rate futures as economic hedges to hedge a portion of its interest rate risk exposure. Interest rate risk is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, as well as other factors. The Company’s credit risk with respect to economic hedges is the risk of default on its investments that result from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments.
The Company may at times hold TBAs in order to mitigate its interest rate risk on certain specified mortgage-backed securities. Amounts or obligations owed by or to the Company are subject to the right of set-off with the TBA counterparty. As part of executing these trades, the Company may enter into agreements with its TBA counterparties that govern the transactions for the TBA purchases or sales made, including margin maintenance, payment and transfer, events of default, settlements, and various other provisions.
Changes in the value of derivatives designed to protect against mortgage-backed securities fair value fluctuations, or economic hedging gains and losses, are reflected in the tables below. All realized and unrealized gains and losses on derivative contracts are recognized in earnings, in “net realized loss on derivative contracts, RMBS, CMBS, and mortgage loans” for realized losses, and “net unrealized gain (loss) on derivative contracts and mortgage loans” for unrealized gains and losses
The Company considers the notional amounts, categorized by primary underlying risk, to be representative of the volume of its derivative activities.
The following table sets forth the derivative instruments presented on the condensed consolidated balance sheets and notional amounts as of June 30, 2021 and December 31, 2020:
| Notional Amounts | ||||||||||||||||||||||||||||||||||||||
| As of: | Derivatives Not Designated as Hedging Instruments | Number of Contracts | Assets | Liabilities | Long Exposure | Short Exposure | ||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||||
| June 30, 2021 | Futures contracts | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| June 30, 2021 | TBAs | N/A | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| December 31, 2020 | Futures contracts | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
The losses arising from these derivative instruments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021 and June 30, 2020 are set forth as follows:
| Derivatives Not Designated as Hedging Instruments | Net Realized Losses on Derivative Instruments | Net Change in Unrealized Appreciation (Depreciation) on Derivative Instruments | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Three Months Ended June 30, 2021 | Futures contracts | $ | ( | $ | ||||||||||||||||
| Three Months Ended June 30, 2021 | TBAs | $ | ( | $ | ( | |||||||||||||||
| Six Months Ended June 30, 2021 | Futures contracts | $ | ( | $ | ||||||||||||||||
| Six Months Ended June 30, 2021 | TBAs | $ | ( | $ | ( | |||||||||||||||
| Derivatives Not Designated as Hedging Instruments | Net Realized Losses on Derivative Instruments | Net Change in Unrealized Depreciation on Derivative Instruments | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Three Months Ended June 30, 2020 | Futures contracts | $ | ( | $ | ||||||||||||||||
| Six Months Ended June 30, 2020 | Futures contracts | $ | ( | $ | ( | |||||||||||||||
13
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
9. Fair Value Measurements
For financial reporting purposes, we follow a fair value hierarchy established under GAAP that is used to determine the fair value of financial instruments. This hierarchy prioritizes relevant market inputs in order to determine an “exit price” at the measurement date, or the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices for an asset or liability that are obtained through corroboration with observable market data. Level 3 inputs are unobservable inputs (e.g., our own data or assumptions) that are used when there is little, if any, relevant market activity for the asset or liability required to be measured at fair value.
In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured.
As of June 30, 2021, our valuation policy and processes had not changed from those described in our consolidate financial statements for the year ended December 31, 2020 included in the Prospectus. Included in Note 10 to the Consolidated Financial Statements for the year ended December 31, 2020 included in the Prospectus is a more detailed description of our financial instruments measured at fair value and their significant inputs, as well as the general classification of such instruments pursuant to the Level 1, Level 2, and Level 3 valuation hierarchy.
The following table sets forth information about the Company’s financial assets and liabilities measured at fair value as of June 30, 2021:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets, at fair value | (in thousands) | |||||||||||||||||||||||||
| Residential mortgage loans | $ | $ | $ | $ | ||||||||||||||||||||||
| Commercial mortgage loans | ||||||||||||||||||||||||||
| Investments in securities | ||||||||||||||||||||||||||
Non-Agency RMBS (1) | ||||||||||||||||||||||||||
| Agency whole pool loan securities | ||||||||||||||||||||||||||
AOMT CMBS (1) | ||||||||||||||||||||||||||
| U.S. Treasury Bills | ||||||||||||||||||||||||||
Unrealized appreciation on futures contracts (2) | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities, at fair value | ||||||||||||||||||||||||||
Unrealized depreciation on TBAs (3) | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||
| Total liabilities | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||
(1) Non‑Agency RMBS held as of June 30, 2021 included both retained tranches of securitizations in which the Company participated, additional AOMT Securities purchased in secondary market transactions, and other RMBS purchased in secondary market transactions. All AOMT CMBS held as of June 30, 2021 was comprised of retained tranches of AOMT securitizations.
(2) “Unrealized appreciation on futures contracts” is comprised of unrealized appreciation on interest rate futures contracts, and is included in “other assets” on the condensed consolidated balance sheet.
(3) “Unrealized depreciation on TBAs” is comprised of unrealized depreciation on TBAs and is included in “accrued expenses”
on the condensed consolidated balance sheet.
on the condensed consolidated balance sheet.
Transfers from Level 2 to Level 3 were comprised of residential loans more than 90 days overdue (including those in foreclosure) and commercial mortgage loans in special servicing or otherwise considered “non‑performing” by the Company’s third‑party valuation providers. Transfers between Levels are deemed to take place on the first day of the reporting period in which the transfer has taken place. These transfers were not material.
All unrealized gains and losses arising from valuation changes in residential and commercial mortgage loans are recognized in net income for the periods presented.
14
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
We use third‑party valuation firms who utilize proprietary methodologies to value our residential and commercial loans. These firms generally use both market comparable information and discounted cash flow modeling techniques to determine the fair value of our Level 3 assets. Use of these techniques requires determination of relevant input and assumptions, some of which represent significant unobservable inputs such as anticipated credit losses, prepayment rates, default rates, or other valuation assumptions. Accordingly, a significant increase or decrease in any of these inputs in isolation may result in a significantly lower or higher fair value measurement. The following table sets forth information regarding the Company’s significant Level 3 inputs as of June 30, 2021:
| Input Values | ||||||||||||||||||||||||||
| Asset | Fair Value | Unobservable Input | Range | Average | ||||||||||||||||||||||
| Residential mortgage loans, at fair value | $ | Prepayment rate (annual CPR) | ||||||||||||||||||||||||
| Default rate | ||||||||||||||||||||||||||
| Loss severity | ( | |||||||||||||||||||||||||
| Expected remaining life | ||||||||||||||||||||||||||
| Commercial mortgage loans, at fair value | $ | Loss severity | ( | ( | ||||||||||||||||||||||
| Sale or Liquidation timeline | ||||||||||||||||||||||||||
The following table sets forth information about the Company’s financial assets and liabilities measured at fair value as of December 31, 2020:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets, at fair value | (in thousands) | |||||||||||||||||||||||||
| Residential mortgage loans | $ | $ | $ | $ | ||||||||||||||||||||||
| Commercial mortgage loans | ||||||||||||||||||||||||||
| Investments in securities | ||||||||||||||||||||||||||
Non-Agency RMBS (1) | ||||||||||||||||||||||||||
AOMT CMBS (1) | ||||||||||||||||||||||||||
| U.S. Treasury Bills | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities, at fair value | ||||||||||||||||||||||||||
| Unrealized depreciation on futures contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Non‑Agency RMBS held as of December 31, 2020 included both retained tranches of AOMT securitizations in which the Company participated, additional AOMT Securities purchased in secondary market transactions, and other RMBS purchased in secondary market transactions. All AOMT CMBS held as of December 31, 2020 was comprised of retained tranches of AOMT securitizations.
Transfers from Level 2 to Level 3 were comprised of residential loans more than 90 days overdue (including those in foreclosure) and commercial mortgage loans in special servicing or otherwise considered “non‑performing” by the Company’s third‑party valuation providers. Transfers between Levels are deemed to take place on the first day of the reporting period in which the transfer has taken place. These transfers were not material.
All unrealized gains and losses arising from valuation changes in residential and commercial mortgage loans are recognized in net income for the periods presented.
We use third‑party valuation firms who utilize proprietary methodologies to value our residential and commercial loans. These firms generally use both market comparable information and discounted cash flow modeling techniques to determine the fair value of our Level 3 assets. Use of these techniques requires determination of relevant input and assumptions, some of which represent significant unobservable inputs such as anticipated credit losses, prepayment rates, default rates, or other valuation assumptions. Accordingly, a significant increase or decrease in any of these inputs in isolation may result in a significantly lower or higher fair value measurement. The following table sets forth information regarding the Company’s significant Level 3 inputs as of December 31, 2020:
15
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Input Values | |||||||||||||||||||||||||||||
| Asset | Fair Value | Unobservable Input | Range | Average | |||||||||||||||||||||||||
| Residential mortgage loans, at fair value | $ | Prepayment rate (annual CPR) | |||||||||||||||||||||||||||
| Default rate | |||||||||||||||||||||||||||||
| Loss severity | ( | ||||||||||||||||||||||||||||
| Expected remaining life | |||||||||||||||||||||||||||||
| Commercial mortgage loans, at fair value | $ | Loss severity | ( | ( | |||||||||||||||||||||||||
| Sale or Liquidation timeline | |||||||||||||||||||||||||||||
10. Related Party Transactions
Residential Mortgage Loan Purchases
On October 1, 2018, the Company entered into separate Mortgage Loan Purchase and Servicing Agreements with each of Angel Oak Home Loans, LLC, Angel Oak Prime Bridge, LLC, and Angel Oak Mortgage Solutions, LLC (together the “Mortgage Companies”), all of which are affiliated with the Manager. These agreements provide the framework pursuant to which the Company has agreed to purchase from the Mortgage Companies certain fixed and adjustable‑rate residential, first and second lien mortgage loans, all of which are underwritten to predetermined guidelines.
The purchase price of the loans is generally equal to the outstanding principal of the mortgage, adjusted by a premium or discount, depending on market conditions. As part of each agreement, the Company purchases the mortgage loans on a servicing released basis. The Company also has an agreement with Angel Oak Prime Bridge, LLC whereby the Company purchases the mortgage loans on a servicing retained basis. In accordance with the Manager’s Inter‑Affiliate Transaction Policy, various functional areas within the Manager, including a valuation sub‑committee, risk management, legal, and the independent members of the Board of Directors of the Company, regularly review the loan purchase activities between the Company and the Mortgage Companies. The residential mortgage loans are loans on residences located in various states with a concentration in California, Florida, Georgia, and Texas. The following table sets forth certain financial information pertaining to whole loans purchased from affiliates during the year-to-date or year, respectively, and held as of year-to-date / year end:
| As of and for the Year-to-Date/Year Ended: | Amount of Loans Purchased from Affiliates during the Year-to-Date/Year | Number of Loans Purchased from Affiliates during the Year-to-Date/Year | Number of Loans Purchased from Affiliates Held as of Year-to-Date/Year End: | ||||||||
| ($ in thousands) | |||||||||||
| June 30, 2021 | $ | ||||||||||
| December 31, 2020 | $ | ||||||||||
Commercial Mortgage Loan Purchases
The Company entered into separate Loan Purchase Agreements with each of Cherrywood Mortgage, LLC and Angel Oak Commercial Bridge, LLC, each of which is affiliated with the Manager. The agreements provide the framework pursuant to which the Company agrees to purchase from Cherrywood Mortgage, LLC and Angel Oak Commercial Bridge, LLC certain commercial mortgage loans which are underwritten to predetermined guidelines.
The purchase price of the loans is generally equal to the outstanding principal of the mortgage, adjusted by a premium or discount, depending on market conditions. In accordance with the Manager’s Inter‑Affiliate Transaction Policy, various functional areas within the Manager, including a valuation sub‑committee, risk management, legal and the independent members of the Board of Directors of the Company, regularly review the loan purchase activities between the Company and Cherrywood Mortgage, LLC and Angel Oak Commercial Bridge, LLC. Commercial mortgage loans are loans on commercial properties which are substantially comprised of an educational facility and retail properties, located in various states with a concentration in Georgia and Montana. The following table sets forth certain financial information pertaining to whole loans purchased from affiliates during the year-to-date or year, respectively, and held as of year-to-date / year end:
16
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| As of and for the Year-to-Date/Year Ended: | Amount of Loans Purchased from Affiliates during the Year-to-Date/Year | Number of Loans Purchased from Affiliates during the Year-to-Date/Year | Number of Loans Purchased from Affiliates Held as of Year-to-Date/Year End: | ||||||||
| ($ in thousands) | |||||||||||
| June 30, 2021 | $ | ||||||||||
| December 31, 2020 | $ | ||||||||||
Pre-IPO Management Fee
A pre-IPO management agreement (the “Pre-IPO Management Agreement”) existed among the Company, the Manager, and Angel Oak Mortgage Fund, LP (“Angel Oak Mortgage Fund”), the Company’s sole common stockholder prior to the IPO. Per the Pre-IPO Management Agreement, on a quarterly basis in advance, the Company paid the Manager an aggregate, fixed management fee equal to 1.5 % per annum of the total Actively Invested Capital (as defined in the Pre-IPO Management Agreement) of the limited partners in Angel Oak Mortgage Fund. The Pre-IPO Management Agreement terminated on June 20, 2021 in connection with the IPO.
Post-IPO Management Fee
On and after June 21, 2021, the post-IPO management agreement (the “Management Agreement”) took effect among the Company, the Operating Partnership, and the Manager. Per the Management Agreement, on a quarterly basis in arrears, the Company shall pay the Manager an aggregate, fixed management fee equal to 1.5 % per annum of the Company’s Equity (as defined in the Management Agreement). The Management Agreement was effective for the last 10 days of June 2021, and the additional management fee incurred during the 10 days following the completion of the IPO was de minimis.
Operating Expense Reimbursements
The Company is also required to pay the Manager reimbursements for certain general and administrative expenses pursuant to the Management Agreement. Accrued expenses payable to affiliate and operating expenses incurred with affiliate are substantially comprised of payroll reimbursements to an affiliate of the Manager.
Transactions by Affiliates Regarding the Company’s IPO
The Company’s IPO was completed on June 21, 2021. The Company’s Manager purchased $6.0 million in stock at the IPO price of $19.00 per share, which was delivered on June 21, 2021. Angel Oak Capital Advisors, LLC, an affiliate of the Company’s Manager, agreed to pay the underwriting discounts and commissions in connection with the IPO. Such underwriting discounts and commissions were $8.2 million. Angel Oak Capital Advisors, LLC also agreed to pay all of the Company’s expenses incurred in connection with the IPO. Such expenses were $4.4 million.
11. Commitments and Contingencies
12. Equity and Earnings per Share (“EPS”)
In the calculations of basic and diluted earnings per common share for the three and six months ended June 30, 2021, we included participating securities, which are certain equity awards that have non-forfeitable dividend participation rights, as we determined that the two-class method was more dilutive than the alternative treasury stock method for these shares. Dividends and undistributed earnings allocated to participating securities under the basic and diluted earnings per share calculations require specific shares to be included that may differ in certain circumstances.
For each of the three months and six months ended June 30, 2021, no
17
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table sets forth the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2021:
| Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | ||||||||||
| (in thousands, except share data) | |||||||||||
| Basic Earnings per Common Share: | |||||||||||
| Net income allocable to common stockholders | $ | $ | |||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Basic earnings per common share | $ | $ | |||||||||
| Diluted Earnings per Common Share: | |||||||||||
| Net income allocable to common stockholders | $ | $ | |||||||||
| Net effect of dilutive equity awards | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
| Diluted earnings per common share | $ | $ | |||||||||
Basic and Diluted EPS for the three and six months ended June 30, 2020, and Effect of Stock Split and Stock Dividend in Conjunction with the IPO
For the three and six months ended June 30, 2020, basic and diluted earnings per share were equivalent as there were no 1,000 shares of common stock were outstanding (both outstanding and weighted average outstanding), all of which were held by Angel Oak Mortgage Fund, LP, the Company’s sole common stockholder prior to the IPO.
13. Equity Compensation Plans
On June 22, 2021, we established our sole equity compensation plan, the 2021 Equity Incentive Plan (the “Plan”), with 2,125,000 shares initially available for grant. As of June 30, 2021, 1,651,316 shares of common stock were available for grant under the Plan, as on June 21, 2021, we granted 473,684 shares in restricted stock awards, for which the sole restriction to be satisfied is vesting over a period over to three years . There were no 8.9 million as of June 30, 2021.
As of December 30, 2020, and prior to the establishment of the Plan, there were no equity compensation plans in existence, and therefore, no
14. Subsequent Events
Stock Repurchases
In May 2021, our Board of Directors approved an authorization for the repurchase of our common stock under a plan complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“the 10b5-1 Plan”). This authorization has no expiration date. This repurchase authorization does not obligate us to acquire any specific number of shares or securities. Under this authorization, shares or securities may be repurchased in open market transactions under the 10b5-1 Plan, which expires in July 2022. During the three and six months ended June 30, 2021, we did no 22,673 shares of our common stock under this Plan.
18
Angel Oak Mortgage, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Notes Payable
On August 6, 2021, the Company and one of its subsidiaries entered into an amendment to its facility with Nomura Corporate Funding Americas, LLC to, among other matters: (a) extend the expiration date from December 3, 2021 to August 5, 2022; (b) add one-month LIBOR as a base interest rate for certain loans; and (c) change the interest rate spread to 1.70 % to 3.50 %.
Dividend Declared
On August 12, 2021, the Company declared a dividend of 12 cents per share of common stock, to be paid on August 31, 2021 to common stockholders of record as of August 23, 2021.
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations is intended to help the reader understand the results of operations and financial condition of Angel Oak Mortgage, Inc. The following should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto. References herein to “the Company,” “we,” “us,” or “our” refer to Angel Oak Mortgage, Inc. and its subsidiaries unless the context requires otherwise.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,” “seek,” “plan” and similar expressions or their negative forms, or by references to strategy, plans, or intentions. These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in our prospectus dated June 16, 2021, filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”) (the “Prospectus”), which is part of a registration statement on Form S-11, as amended (File No. 333-256301) (the “Registration Statement”), under the caption “Risk Factors.” Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports we file with the SEC, including reports on Forms 10-K, 10-Q and 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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:
• the severity and duration of the COVID-19 pandemic, actions that have been taken and may be taken in the future by governmental authorities to contain the COVID-19 outbreak, including variants and resurgences thereof, or to mitigate its impact and the adverse impacts that the COVID-19 pandemic has had, and may continue to have, on the global economy and on our business, financial results and performance;
• the effects of adverse conditions or developments in the financial markets and the economy, including the impact of the COVID-19 pandemic, 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, 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 Falcons I, LLC (“the 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;
20
• changes in prepayment rates on our investments;
• the departure of any of the members of senior management of our 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, pandemics such as COVID-19, acts of war and/or terrorism and others that may cause unanticipated and uninsured performance declines 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 Government Sponsored Entities 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 qualify and maintain our qualification as a real estate investment trust ( a “REIT”) 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 (the “Investment Company Act”).
When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report and in the Prospectus. 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 such statements are made. The risks summarized under “Risk Factors” in the Prospectus could cause actual results and performance to 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.
General
Angel Oak Mortgage, Inc. is a publicly-traded REIT focused on acquiring and investing in first lien non-QM loans and other mortgage-related assets in the U.S. mortgage market. Our strategy is to make credit-sensitive investments primarily in newly-originated first lien non-QM loans that are primarily made to higher-quality non-QM loan borrowers and primarily sourced from Angel Oak’s proprietary mortgage lending platform, Angel Oak Mortgage Lending, which operates through wholesale and retail channels and has a national origination footprint. Further, we also may identify and acquire our target assets through the secondary market when market conditions and asset prices are conducive to making attractive purchases. Our objective is to generate attractive risk-adjusted returns for our stockholders, through cash distributions and capital appreciation, across interest rate and credit cycles.
We are externally managed and advised by our Manager, a registered investment adviser under the Investment Advisers Act and an affiliate of Angel Oak Capital, a leading alternative credit manager with market leadership in mortgage credit that includes asset management, lending and capital markets. Angel Oak Capital was established in 2009 and had approximately $13.0 billion in assets under management as of June 30, 2021 across its private credit strategies, public funds, and separately managed accounts, including $7.6 billion of mortgage‑related assets. Angel Oak Mortgage Lending is a market leader in non‑QM loan production and, as of June 30, 2021, had originated over $10.4 billion in total non‑QM loan volume since its inception in 2011. Angel Oak is headquartered in Atlanta and has over 850 employees across its enterprise.
Through our relationship with our Manager, we benefit from Angel Oak’s vertically integrated platform and in‑house expertise, providing us with the resources that we believe are necessary to generate attractive risk‑adjusted returns for our stockholders. Angel Oak Mortgage Lending provides us with proprietary access to non‑QM loans, as well as transparency over the underwriting process and the ability to acquire loans with our desired credit and return profile. We believe our ability to identify and acquire target assets through the secondary market is bolstered by Angel Oak’s experience in the mortgage industry and expertise in structured credit investments. In addition, we believe we have significant competitive advantages due to Angel Oak’s analytical investment tools, extensive relationships in the financial community, financing and capital structuring skills, investment surveillance capabilities, and operational expertise.
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We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the Code”). Our qualification as a REIT, and maintenance of such qualification, will depend on our ability to meet, on a continuing basis, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the concentration of ownership of our stock. We also intend to operate our business in a manner that will allow us to maintain our exclusion from regulation as an investment company under the Investment Company Act. Our common stock commenced trading on the New York Stock Exchange of June 17, 2021.
We expect to derive our returns primarily from the difference between the interest we earn on loans we make and our cost of capital, as well as the returns from bonds, including risk retention securities, that are retained after securitizing the underlying loan collateral.
Recent Developments
We completed our Initial Public Offering
On June 21, 2021, the Company completed its initial public offering (the “IPO”) of 7,200,000 shares of common stock, $0.01 par value per share (“common stock”), at an initial public offering price of $19.00 per share for total proceeds of approximately $136.8 million, excluding the underwriting discounts and commissions and offering expenses of the IPO, each of which was paid by Angel Oak Capital, pursuant to the Registration Statement filed with the SEC under the Securities Act. The common stock of the Company trades on the New York Stock Exchange under the ticker symbol “AOMR”.
Concurrently with the completion of the IPO, the Company sold an additional 2,105,263 shares of common stock to CPPIB Credit Investments Inc. in a private placement at $19.00 per share, for total proceeds of approximately $40.0 million (the “concurrent private placement”).
Nomura Loan Financing Line
On August 6, 2021, the Company and one of its subsidiaries entered into an amendment to its loan financing line with Nomura Corporate Funding Americas, LLC to, among other matters: (a) extend the expiration date from December 3, 2021 to August 5, 2022; (b) add one-month LIBOR as a base interest rate for certain loans; and (c) change the interest rate spread to 1.70% to 3.50%.
Dividend Declared
On August 12, 2021, the Company declared a dividend of $0.12 per share of common stock, to be paid on August 31, 2021 to common stockholders of record as of August 23, 2021.
Key Financial Metrics
As a real estate finance company, we believe the key financial measures and indicators for our business are Distributable Earnings, Distributable Return on Average Equity and book value per share.
Distributable Earnings
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, and realized gains (losses) on derivatives, (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. As a REIT, we are required to distribute at least 90% of our annual REIT taxable income and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of such taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons that stockholders invest in our common stock, generally we intend to attempt to pay dividends to our stockholders in an amount equal to our REIT taxable income, if and to the extent authorized by our Board of Directors. Distributable Earnings is one of a number of factors considered by our Board of Directors in declaring dividends and, while not a direct measure of REIT taxable income, over time, the measure can be considered a useful indicator of our dividends. 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.
We also will use Distributable Earnings to determine the incentive fee payable to the Manager pursuant to the management agreement that we and Angel Oak Mortgage Operating Partnership, LP (the “Operating Partnership”) entered into with the Manager upon the completion of the IPO (the “Management Agreement”). For information on the fees that are payable to the Manager under the Management Agreement, see “Our Manager and the Management Agreement — The Management Agreement” in the Prospectus.
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Distributable Earnings were approximately $2.0 million and $2.2 million for the three months ended June 30, 2021 and 2020, respectively, and $6.9 million and $(5.5) million for the six months ended June 30, 2021 and 2020, respectively.
The table below sets forth a reconciliation of net income allocable to common stockholder(s), calculated in accordance with GAAP, to Distributable Earnings for the three and six months ended June 30, 2021 and 2020:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net income (loss) allocable to common stockholder(s) | $ | 2,223 | $ | 26,221 | $ | 11,706 | $ | (10,516) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Net other-than-temporary credit impairment losses | — | — | — | — | |||||||||||||||||||
| Net realized and unrealized (gains) losses on derivatives | 3,903 | (1,169) | 2,294 | 176 | |||||||||||||||||||
| Net unrealized (gains) losses on residential loans | (4,062) | (22,586) | (6,954) | 2,839 | |||||||||||||||||||
| Net unrealized (gains) losses on commercial loans | (123) | (254) | (265) | 1,970 | |||||||||||||||||||
| Net unrealized (gains) losses on financial instruments at fair value | — | (8) | — | 10 | |||||||||||||||||||
| (Gains) losses on extinguishment of debt | — | — | — | — | |||||||||||||||||||
| Non-cash equity compensation expense | 90 | — | 90 | — | |||||||||||||||||||
| Inventive fee earned by the Manager | — | — | — | — | |||||||||||||||||||
| Realized gains (losses) on terminations of interest rate swaps | — | — | — | — | |||||||||||||||||||
| Total other non-recurring (gains) losses | — | — | — | — | |||||||||||||||||||
| Distributable Earnings | $ | 2,031 | $ | 2,204 | $ | 6,871 | $ | (5,521) | |||||||||||||||
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Distributable Earnings Return on Average Equity
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. Set forth below is our computation of Distributable Earnings Return on Average Equity for the three months and six months ended June 30, 2021 and 2020:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Annualized Distributable Earnings | $ | 2,031 | $ | 2,204 | $ | 6,871 | $ | (5,521) | |||||||||||||||
| Average total stockholders’ equity | $ | 334,503 | $ | 265,464 | $ | 289,130 | $ | 208,495 | |||||||||||||||
| Distributable Earnings Return on Average Equity | 2.43 | % | 3.32 | % | 9.51 | % | (10.59) | % | |||||||||||||||
Book Value per Share
The following table sets forth the calculation of our book value per share as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | ||||||||||
| (in thousands except for share and per share data) | |||||||||||
| Total stockholders’ equity | $ | 496,781 | $ | 248,309 | |||||||
| Preferred stock | (101) | (101) | |||||||||
| Stockholder(s)’ equity, net of preferred stock | $ | 496,680 | $ | 248,208 | |||||||
| Number of shares outstanding at period end | 25,502,997 | 15,724,050 | |||||||||
| Book value per share | $ | 19.48 | $ | 15.79 | |||||||
Results of Operations
Our results of operations presented herein for the three and six months ended June 30, 2021 and the comparable periods ended June 30, 2020 do not reflect the expenses typically associated with being a public company, including the payment of increased directors’ fees for our independent directors and the expenses incurred in complying with the reporting and other requirements of the Exchange Act; the payment of a base management fee and an incentive fee to our Manager as a result of differences in the way fees and expense reimbursements are calculated under the management agreement as compared to the pre-IPO management agreement as described in our Registration Statement, full periods of equity compensation expenses, and increased legal and accounting fees. Additionally, pursuant to the management agreement, we will be required to reimburse our Manager for its operating expenses, including third‑party expenses, incurred on our behalf; and our Manager will also be entitled to reimbursement for costs of the wages, salaries, and benefits incurred by our Manager for our dedicated Chief Financial Officer and Treasurer and a proportionate amount of the costs of the wages, salaries, and benefits of our Chief Executive Officer and President (who has dedicated a substantial majority of his business time to us upon the completion of our IPO) based on the amount of his business time spent on our matters, and any other dedicated or partially dedicated employees based on the percentage of each such person’s working time spent on matters related to us.
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Three Months Ended June 30, 2021 and 2020
The following table sets forth a summary of our results of operations for the three months ended June 30, 2021 and 2020:
| Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | ||||||||||
| (in thousands) | |||||||||||
| INTEREST INCOME, NET | |||||||||||
| Interest income | $ | 12,143 | $ | 12,926 | |||||||
| Interest expense | 1,846 | 3,711 | |||||||||
| NET INTEREST INCOME | 10,297 | 9,215 | |||||||||
| REALIZED AND UNREALIZED GAINS (LOSSES), NET | |||||||||||
| Net realized loss on derivative contracts, RMBS, CMBS, and mortgage loans | (10,224) | (2,847) | |||||||||
| Net unrealized gain (loss) on derivative contracts and mortgage loans | 4,813 | 24,009 | |||||||||
| TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET | (5,411) | 21,162 | |||||||||
| EXPENSES | |||||||||||
| Operating and investment expenses | 876 | 725 | |||||||||
| Operating expenses incurred with affiliate | 533 | 345 | |||||||||
| Securitization costs | — | 2,094 | |||||||||
| Management fee incurred with affiliate | 1,250 | 988 | |||||||||
| Total operating expenses | 2,659 | 4,152 | |||||||||
| NET INCOME | 2,227 | 26,225 | |||||||||
| Preferred dividends | (4) | (4) | |||||||||
| NET INCOME ALLOCABLE TO COMMON STOCKHOLDER(S) | $ | 2,223 | $ | 26,221 | |||||||
| Other comprehensive income (loss) | 3,085 | (944) | |||||||||
| TOTAL COMPREHENSIVE INCOME | $ | 5,308 | $ | 25,277 | |||||||
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Net Interest Income
The following table sets forth the components of net interest income for the three months ended June 30, 2021 and 2020:
| Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | ||||||||||||||||
| (in thousands) | |||||||||||||||||
| Interest income | Interest income / expense | Interest income / expense | |||||||||||||||
| Residential mortgage loans | $ | 4,811 | $ | 6,404 | |||||||||||||
| Commercial mortgage loans | 227 | 1,009 | |||||||||||||||
| RMBS | 6,461 | 5,469 | |||||||||||||||
| CMBS | 639 | — | |||||||||||||||
| U.S. Treasury bills | 4 | 5 | |||||||||||||||
| Other interest income | 1 | 39 | |||||||||||||||
| Total interest income | 12,143 | 12,926 | |||||||||||||||
| Interest expense | |||||||||||||||||
| Notes payable | 1,735 | 3,489 | |||||||||||||||
| Repurchase facilities | 111 | 222 | |||||||||||||||
| Total interest expense | 1,846 | 3,711 | |||||||||||||||
| Net interest income | $ | 10,297 | $ | 9,215 | |||||||||||||
Net interest income for the three months ended June 30, 2021 and 2020 was $10.3 million and $9.2 million, respectively. Net interest income increased due to the additional average portfolio balance in the three months ended June 30, 2021 as compared to the same period in 2020, primarily due to the composition of the portfolio during June 30, 2021 having a lower average balance of loan and repurchase financing facilities, due to the timing of the use of those financing facilities, which decreased the interest expense associated with borrowings.
Total Realized and Unrealized Gains (Losses)
The components of total realized and unrealized gains (losses), net for the three months ended June 30, 2021 and 2020 are set forth as follows:
| Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Gain on securitization | $ | — | $ | 1,813 | |||||||
| Realized loss on RMBS, net | (4,834) | (1,523) | |||||||||
| Realized loss on CMBS | (153) | — | |||||||||
| Realized loss on interest rate futures | (2,546) | (3,127) | |||||||||
| Realized and unrealized loss on TBAs | (2,187) | — | |||||||||
| Realized and unrealized gain on residential mortgage loans | 3,489 | 22,580 | |||||||||
| Realized and unrealized gain on commercial mortgage loans | 74 | 254 | |||||||||
| Realized and unrealized loss on U.S. Treasury bills | — | (5) | |||||||||
| Unrealized appreciation on interest rate futures | 746 | 1,170 | |||||||||
| Total realized and unrealized gains (losses), net | $ | (5,411) | $ | 21,162 | |||||||
For the three months ended June 30, 2021 and 2020, total realized and unrealized gains (losses), net were $(5.4) million and $21.2 million, respectively. In the three months ended June 30, 2020, we securitized a substantial amount of residential loans, which allowed us to recover a significant amount of unrealized losses from residential loan valuation, which had previously experienced significant decreases in market value due to the financial effects of the onset of the COVID‑19 pandemic. The three months ended June 30, 2021 presented a less volatile market environment as substantially all the credit and asset valuation issues related to the financial effects of the COVID-19 pandemic had lessened.
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Expenses
Operating and Investment Expenses
For the three months ended June 30, 2021 and 2020, our operating and investment expenses were $0.9 million and $0.7 million, respectively. The increase in operating expenses in the three month period ended June 30, 2021 was primarily due to an increase in whole loan acquisition diligence costs, as we purchased more whole loans in the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.
Operating Expenses Incurred with Affiliate
For the three months ended June 30, 2021 and 2020, our operating expenses incurred with affiliate were $0.5 million and $0.3 million, respectively. The increase in these expenses was primarily due to an increase in the allocated time of partially dedicated employees’ compensation being reimbursed by us during 2021.
Securitization costs
For the three months ended June 30, 2021, we did not incur any securitization costs, as we did not participate in any securitization transactions during this period. For the three months ended June 20, 2020,we incurred securitization costs of $2.1 million. During the three months ended June 30, 2020, we had participated in one securitization transaction.
Management Fee Incurred with Affiliate
We are required to pay our Manager, in cash, a management fee pursuant to certain management agreements, including the pre-IPO management agreement and the post-IPO management agreement. The management fee payable under the pre-IPO management agreement was calculated based on the Actively Invested Capital of the limited partners in Angel Oak Mortgage Fund (as defined in the limited partnership agreement of Angel Oak Mortgage Fund), which we believe is reflective of a typical management fee payable by a private investment vehicle.
The pre-IPO management agreement terminated on completion of our IPO, the concurrent private placement and our formation transactions, and we and our operating partnership subsequently entered into the management agreement with our Manager effective as of the completion of our IPO. Pursuant to the management agreement, our Manager will be entitled to a base management fee, which will be calculated based on our Equity, and an incentive fee based on certain performance criteria, as well as a termination fee in certain cases and reimbursement of certain expenses as described in the management agreement. See “Our Manager and the Management Agreement — The Management Agreement” in our Prospectus for additional information regarding the fees that will be payable to our Manager under the management agreement subsequent to the date of our IPO on June 21, 2021.
For the three months ended June 30, 2021 and 2020, our management fee incurred with affiliate was $1.3 million and $1.0 million, respectively. The increase is due to the increase in our average equity for the three months ended June 30, 2021 as compared to the same period in 2020.
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Six Months Ended June 30, 2021 and 2020
The following table sets forth a summary of our results of operations for the six months ended June 30, 2021 and 2020:
| Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | ||||||||||
| (in thousands) | |||||||||||
| INTEREST INCOME, NET | |||||||||||
| Interest income | $ | 22,177 | $ | 22,543 | |||||||
| Interest expense | 2,678 | 6,665 | |||||||||
| NET INTEREST INCOME | 19,499 | 15,878 | |||||||||
| REALIZED AND UNREALIZED GAINS (LOSSES), NET | |||||||||||
| Net realized loss on derivative contracts, RMBS, CMBS, and mortgage loans | (12,512) | (15,616) | |||||||||
| Net unrealized gain (loss) on derivative contracts and mortgage loans | 9,330 | (4,985) | |||||||||
| TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET | (3,182) | (20,601) | |||||||||
| EXPENSES | |||||||||||
| Operating and investment expenses | 1,462 | 1,610 | |||||||||
| Operating expenses incurred with affiliate | 972 | 536 | |||||||||
| Securitization costs | — | 2,094 | |||||||||
| Management fee incurred with affiliate | 2,169 | 1,545 | |||||||||
| Total operating expenses | 4,603 | 5,785 | |||||||||
| NET INCOME (LOSS) | 11,714 | (10,508) | |||||||||
| Preferred dividends | (8) | (8) | |||||||||
| NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDER(S) | $ | 11,706 | $ | (10,516) | |||||||
| Other comprehensive income (loss) | 3,615 | (10,225) | |||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | 15,321 | $ | (20,741) | |||||||
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Net Interest Income
The following table sets forth the components of net interest income for the six months ended June 30, 2021 and 2020:
| Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | ||||||||||||||||
| (in thousands) | |||||||||||||||||
| Interest income | Interest income / expense | Interest income / expense | |||||||||||||||
| Residential mortgage loans | $ | 7,361 | $ | 11,815 | |||||||||||||
| Commercial mortgage loans | 357 | 1,246 | |||||||||||||||
| RMBS | 13,259 | 9,352 | |||||||||||||||
| CMBS | 1,189 | — | |||||||||||||||
| U.S. Treasury bills | 7 | 70 | |||||||||||||||
| Other interest income | 4 | 60 | |||||||||||||||
| Total interest income | 22,177 | 22,543 | |||||||||||||||
| Interest expense | |||||||||||||||||
| Notes payable | 2,460 | 5,989 | |||||||||||||||
| Repurchase facilities | 218 | 676 | |||||||||||||||
| Total interest expense | 2,678 | 6,665 | |||||||||||||||
| Net interest income | $ | 19,499 | $ | 15,878 | |||||||||||||
Net interest income for the six months ended June 30, 2021 and 2020 was $19.5 million and $15.9 million, respectively. Net interest income increased due to the additional average portfolio balance in the six months ended June 30, 2021 as compared to the same period in 2020, while interest expense decreased due to the timing of the use of loan and repurchase financing facilities, which decreased the interest expense associated with borrowings during the six months ended June 30, 2021 as compared to 2020.
Total Realized and Unrealized Gains (Losses)
The components of total realized and unrealized gains (losses), net for the six months ended June 30, 2021 and 2020 are set forth as follows:
| Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Gain on securitization | $ | — | $ | 1,813 | |||||||
| Realized loss on RMBS, net | (8,808) | (3,181) | |||||||||
| Realized loss on CMBS | (380) | — | |||||||||
| Realized loss on interest rate futures | (471) | (14,039) | |||||||||
| Realized and unrealized loss on TBAs | (2,620) | — | |||||||||
| Realized and unrealized gain (loss) on residential mortgage loans | 6,326 | (3,045) | |||||||||
| Realized and unrealized gain (loss) on commercial mortgage loans | 358 | (1,969) | |||||||||
| Realized and unrealized loss on U.S. Treasury bills | (8) | (5) | |||||||||
| Unrealized appreciation (depreciation) on interest rate futures | 2,421 | (175) | |||||||||
| Total realized and unrealized gains (losses), net | $ | (3,182) | $ | (20,601) | |||||||
For the six months ended June 30, 2021 and 2020, total realized and unrealized gains (losses), net were $(3.2) million and $(20.6) million, respectively. In the six months ended June 30, 2020, we experienced significant decreases in market values of the assets including whole loans, residential mortgage-backed securities (“RMBS”), and interest rate futures due to the financial effects of the onset of the COVID‑19 pandemic. The three months ended June 30, 2021 presented a less volatile market environment as substantially all the credit and asset valuation issues related to the financial effects of the COVID-19 pandemic had lessened.
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Expenses
Operating and Investment Expenses
For the six months ended June 30, 2021 and 2020, our operating and investment expenses were $1.5 million and $1.6 million, respectively. The relatively flat operating expenses in the six month period ended June 30, 2021 as compared to 2020 was primarily due to relatively stable operating expenses incurred during the comparative six month periods.
Operating Expenses Incurred with Affiliate
For the six months ended June 30, 2021 and 2020, our operating expenses incurred with affiliate were $1.0 million and $0.5 million, respectively. The increase in these expenses was primarily due to an increase in the allocated time of partially dedicated employees’ compensation being reimbursed by us during 2021.
Securitization costs
For the six months ended June 30, 2021, we did not incur any securitization costs, as we did not participate in any securitization transactions during this period. For the six months ended June 20, 2020,we incurred securitization costs of $2.1 million. During the six months ended June 30, 2020, we had participated in one securitization transaction..
Management Fee Incurred with Affiliate
We are required to pay our Manager, in cash, a management fee pursuant to certain management agreements, including the pre-IPO management agreement and the post-IPO management agreement. The management fee payable under the pre-IPO management agreement was calculated based on the Actively Invested Capital of the limited partners in Angel Oak Mortgage Fund (as defined in the limited partnership agreement of Angel Oak Mortgage Fund), which we believe is reflective of a typical management fee payable by a private investment vehicle.
The pre-IPO management agreement terminated on completion of our IPO, the concurrent private placement and our formation transactions, and we and our operating partnership subsequently entered into the management agreement with our Manager effective as of the completion of our IPO. Pursuant to the management agreement, our Manager will be entitled to a base management fee, which will be calculated based on our Equity, and an incentive fee based on certain performance criteria, as well as a termination fee in certain cases and reimbursement of certain expenses as described in the management agreement. See “Our Manager and the Management Agreement — The Management Agreement” in our Prospectus for additional information regarding the fees that will be payable to our Manager under the management agreement subsequent to the date of our IPO on June 21, 2021.
For the six months ended June 30, 2021 and 2020, our management fee incurred with affiliate was $2.2 million and $1.5 million, respectively. The increase is due to the increase in our average equity for the six months ended June 30, 2021 as compared to the same period in 2020.
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Our Portfolio
As of June 30, 2021, our portfolio consisted of approximately $1.3 billion of residential mortgage loans, RMBS, and other target assets. “Target assets” is defined as the total investment portfolio excluding U.S. Treasury bills. The following table sets forth additional information regarding our portfolio, including the manner in which our equity capital was allocated among investment types, as of June 30, 2021:
| Fair Value | Collateralized Debt | Allocated Capital | % of Total Capital | ||||||||||||||||||||
| Portfolio: | ($ in thousands) | ||||||||||||||||||||||
| Residential mortgage loans | $ | 529,329 | $ | 313,888 | $ | 215,441 | 43.4 | % | |||||||||||||||
| Commercial mortgage loans | 6,464 | 1,191 | 5,273 | 1.1 | % | ||||||||||||||||||
| Total whole loan portfolio | $ | 535,793 | $ | 315,079 | $ | 220,714 | 44.5 | % | |||||||||||||||
| Investment securities | |||||||||||||||||||||||
| RMBS | $ | 723,368 | $ | 512,868 | $ | 210,500 | 42.4 | % | |||||||||||||||
| CMBS | 11,943 | — | 11,943 | 2.4 | % | ||||||||||||||||||
| U.S. Treasury bills | 274,992 | 274,308 | 684 | 0.1 | % | ||||||||||||||||||
| Total investment securities | 1,010,303 | $ | 787,176 | $ | 223,127 | 44.9 | % | ||||||||||||||||
| Total investment portfolio | $ | 1,546,096 | $ | 1,102,255 | $ | 443,841 | 89.4 | % | |||||||||||||||
| Cash | 28,893 | — | 28,893 | 5.8 | % | ||||||||||||||||||
| Other assets | 24,047 | — | 24,047 | 4.8 | % | ||||||||||||||||||
| Total | $ | 1,599,036 | $ | 1,102,255 | $ | 496,781 | 100.0 | % | |||||||||||||||
As of December 31, 2020, our portfolio consisted of approximately $308.2 million of residential mortgage loans, RMBS, and other target assets. “Target assets” is defined as the total investment portfolio excluding U.S. Treasury bills. The following table sets forth additional information regarding our portfolio including the manner in which our equity capital was allocated among investment types, as of December 31, 2020:
| Fair Value | Collateralized Debt | Allocated Capital | % of Total Capital | ||||||||||||||||||||
| Portfolio: | ($ in thousands) | ||||||||||||||||||||||
| Residential mortgage loans | $ | 142,030 | $ | 80,345 | $ | 61,685 | 24.8 | % | |||||||||||||||
| Commercial mortgage loans | 7,466 | 1,560 | 5,906 | 2.4 | % | ||||||||||||||||||
| Total whole loan portfolio | $ | 149,496 | $ | 81,905 | $ | 67,591 | 27.2 | % | |||||||||||||||
| Investment securities | |||||||||||||||||||||||
| RMBS | 149,936 | $ | 28,673 | $ | 121,263 | 48.8 | % | ||||||||||||||||
| CMBS | 8,796 | — | 8,796 | 3.5 | % | ||||||||||||||||||
| U.S. Treasury bills | 149,995 | 149,618 | 377 | 0.2 | % | ||||||||||||||||||
| Total investment securities | 308,727 | $ | 178,291 | $ | 130,436 | 52.5 | % | ||||||||||||||||
| Total investment portfolio | $ | 458,223 | $ | 260,196 | $ | 198,027 | 79.8 | % | |||||||||||||||
| Cash | 43,569 | — | 43,569 | 17.5 | % | ||||||||||||||||||
| Other assets | 6,713 | — | 6,713 | 2.7 | % | ||||||||||||||||||
| Total | $ | 508,505 | $ | 260,196 | $ | 248,309 | 100.0 | % | |||||||||||||||
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Residential Mortgage Loans
The following table sets forth additional information on the residential mortgage loans in our portfolio as of June 30, 2021:
| Portfolio Range | Portfolio Weighted Average | ||||||||||
| ($ in thousands) | |||||||||||
| Unpaid principal balance (“UPB”) | $312 - $3,547 | $477 | |||||||||
| Interest rate | 2.63% - 10.75% | 5.14% | |||||||||
| Maturity date | 4/1/2046 - 6/1/2061 | 5/12/2051 | |||||||||
| FICO score at loan origination | 500 - 823 | 741 | |||||||||
| LTV at loan origination | 39% - 90% | 73% | |||||||||
| DTI at loan origination | 0.85% - 50.48% | 33% | |||||||||
| Percentage of first lien loans | N/A | 99.90% | |||||||||
| Percentage of loans 90+ days delinquent (based on UPB) | N/A | 1.10% | |||||||||
The following table sets forth additional information on the residential mortgage loans in our portfolio as of December 31, 2020:
| Portfolio Range | Portfolio Weighted Average | ||||||||||
| ($ in thousands) | |||||||||||
| UPB | $32 - $2,357 | $489 | |||||||||
| Interest rate | 3.88% - 10.75% | 5.95% | |||||||||
| Maturity date | 11/2048 - 1/2061 | 10/2050 | |||||||||
| FICO score at loan origination | 500 - 811 | 733 | |||||||||
| LTV at loan origination | 5% - 90% | 75% | |||||||||
| DTI at loan origination | 3% - 50% | 35% | |||||||||
| Percentage of first lien loans | N/A | 99.90% | |||||||||
| Percentage of loans 90+ days delinquent (based on UPB) | N/A | 10.70% | |||||||||
32
The following charts illustrate the distribution of the credit scores and interest rates by the number of loans in our residential mortgage loan portfolio as of June 30, 2021:
The following charts illustrate the distribution of the credit scores and interest rates by the number of loans in our residential mortgage loan portfolio as of December 31, 2020:
33
The following charts illustrate additional characteristics of our residential mortgage loans in our portfolio that we owned directly as of June 30, 2021, based on the product profile, borrower profile and geographic location (percentages are based on the aggregate unpaid principal balance of such loans):
Characteristics of Our Residential Mortgage Loans as of June 30, 2021:
(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, 2021.
34
The following charts illustrate additional characteristics of the residential mortgage loans in our portfolio that we owned directly as of December 31, 2020, based on the product profile, borrower profile and geographic location (percentages are based on the aggregate unpaid principal balance of such loans):
Characteristics of Our Residential Mortgage Loans as of December 31, 2020:
(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 December 31, 2020.
35
Commercial Mortgage Loans
The following table provides additional information on the commercial mortgage loans in our portfolio as of June 30, 2021:
| Portfolio Range | Portfolio Weighted Average | ||||||||||
| ($ in thousands) | |||||||||||
| UPB | $107 - $4,300 | $929 | |||||||||
| Interest rate | 6.10% - 8.38% | 6.90% | |||||||||
| Loan term | 1.92 - 28.69 years | 10.97 years | |||||||||
| LTV at loan origination | 38.6% - 75.0% | 53.6% | |||||||||
The following table provides additional information on the commercial mortgage loans in our portfolio as of December 31, 2020:
| Portfolio Range | Portfolio Weighted Average | ||||||||||
| ($ in thousands) | |||||||||||
| UPB | $77 - $4,300 | $646 | |||||||||
| Interest rate | 5.66% - 8.38% | 5.58% | |||||||||
| Loan term | 2.42 - 29.2 years | 14.3 years | |||||||||
| LTV at loan origination | 38.6% - 75.0% | 54.7% | |||||||||
The following charts illustrate the geographic location of the commercial mortgage loans in our portfolio that we owned directly as of June 30, 2021 and December 31, 2020 (percentages are based on the aggregate unpaid principal balance of such loans):
Geographic Diversification of Our Commercial Mortgage Loans as of June 30, 2021:
Geographic Diversification of Our Commercial Mortgage Loans as of December 31, 2020:
36
RMBS
In March 2019, we participated in our first securitization transaction pursuant to which we contributed to AOMT 2019‑2 non‑QM loans with a carrying value of approximately $255.7 million that we had accumulated and held on our balance sheet. The remaining non‑QM loans that we contributed to AOMT 2019‑2 were purchased from affiliated and unaffiliated entities. We received bonds from AOMT 2019‑2 with a fair value of approximately $55.8 million, including approximately $33.0 million in Risk Retention Securities (representing 5% of each class of the bonds issued as part of the transaction). Additionally, in July 2019, we participated in a second securitization transaction pursuant to which we contributed to AOMT 2019‑4 non‑QM loans with a carrying value of approximately $147.4 million that we had accumulated and held on our balance sheet, and we received bonds from AOMT 2019‑4 with a fair value of approximately $16.8 million. Furthermore, in November 2019, we participated in a third securitization transaction pursuant to which we contributed to AOMT 2019‑6 non‑QM loans with a carrying value of approximately $104.3 million that we had accumulated and held on our balance sheet, and we received bonds from AOMT 2019‑6 with a fair value of approximately $10.7 million. In June 2020, we participated in a fourth securitization transaction pursuant to which we contributed to AOMT 2020‑3 non‑QM loans with a carrying value of approximately $482.9 million that we had accumulated and held on our balance sheet. The remaining non‑QM loans that we contributed to AOMT 2020‑3 were purchased from an affiliated entity. We received bonds from AOMT 2020‑3 with a fair value of approximately $66.5 million, including approximately $23.0 million in horizontal Risk Retention Securities (representing 5% of the fair value of the securities and other interests issued as part of the transaction).
Certain information regarding the mortgage loans underlying our portfolio of RMBS issued in AOMT securitization transactions is set forth below as of June 30, 2021, unless otherwise stated:
| AOMT 2019-2 | AOMT 2019-4 | AOMT 2019-6 | AOMT 2020-3 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| UPB of loans | $254,800 | $267,972 | $298,487 | $358,458 | |||||||||||||||||||
| Number of loans | 781 | 806 | 982 | 963 | |||||||||||||||||||
| Weighted average loan coupon | 7.04 | % | 7.00 | % | 6.46 | % | 5.86 | % | |||||||||||||||
| Average loan amount | $326 | $332 | $304 | $372 | |||||||||||||||||||
| Weighted average LTV at loan origination and deal date | 76 | % | 75 | % | 74 | % | 74 | % | |||||||||||||||
| Weighted average credit score at loan origination and deal date | 698 | 705 | 717 | 721 | |||||||||||||||||||
Current 3-month constant prepayment rate (“CPR”) (1) | 48.94 | % | 49.83 | % | 47.72 | % | 41.94 | % | |||||||||||||||
| 90+ day delinquency (as a % of UPB) | 13.16 | % | 10.50 | % | 6.54 | % | 2.88 | % | |||||||||||||||
Fair value of first loss piece (2) | $13,022 | $3,890 | $2,232 | $23,763 | |||||||||||||||||||
Investment thickness (3) | 13.65 | % | 5.94 | % | 4.29 | % | 8.66 | % | |||||||||||||||
(1) CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year.
(2) Represents the fair value of the securities we hold in the first loss tranche in each securitization.
(3) Represents the average size of the subordinate securities we own as investments in each securitization relative to the average overall size of the securitization.
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Certain information regarding the mortgage loans underlying our portfolio of RMBS issued in AOMT securitization transactions is set forth below as of December 31, 2020, unless otherwise stated:
| AOMT 2019-2 | AOMT 2019-4 | AOMT 2019-6 | AOMT 2020-3 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| UPB of loans | $337,323 | $334,129 | $379,535 | $442,314 | |||||||||||||||||||
| Number of loans | 1049 | 1031 | 1262 | 1189 | |||||||||||||||||||
| Weighted average loan coupon | 7.01 | % | 6.99 | % | 6.47 | % | 5.86 | % | |||||||||||||||
| Average loan amount | $331 | $340 | $307 | $381 | |||||||||||||||||||
| Weighted average LTV at loan origination and deal date | 78 | % | 78 | % | 75 | % | 74 | % | |||||||||||||||
| Weighted average credit score at loan origination and deal date | 712 | 707 | 715 | 721 | |||||||||||||||||||
Current 3-month CPR (1) | 31.60 | % | 27.40 | % | 32.30 | % | 28.80 | % | |||||||||||||||
| 90+ day delinquency (as a % of UPB) | 15.90 | % | 15.70 | % | 11.20 | % | 2.43 | % | |||||||||||||||
Fair value of first loss piece (2) | $12,897 | $3,415 | $2,029 | $23,507 | |||||||||||||||||||
Investment thickness (3) | 10.00 | % | 4.50 | % | 3.30 | % | 6.80 | % | |||||||||||||||
(1) CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year.
(2) Represents the fair value of the securities we hold in the first loss tranche in each securitization.
(3) Represents the average size of the subordinate securities we own as investments in each securitization relative to the average overall size of the securitization.
The following table provides certain information with respect to our RMBS portfolio received in AOMT securitization transactions and acquired from other third parties as of June 30, 2021:
| RMBS | Repurchase Debt | Allocated Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||
| AOMT | Third Party RMBS | Total | AOMT | Third Party RMBS | Total | AOMT | Third Party RMBS | Total | |||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Senior | $ | 6,705 | $ | — | $ | 6,705 | $ | 8,191 | $ | — | 8,191 | $ | (1,486) | $ | — | $ | (1,486) | ||||||||||||||||||||||||||||||||||||
| Mezzanine | 2,190 | — | 2,190 | 1,635 | — | 1,635 | 555 | — | 555 | ||||||||||||||||||||||||||||||||||||||||||||
| Subordinate | 82,494 | 11,272 | 93,766 | 15,253 | — | 15,253 | 67,241 | 11,272 | 78,513 | ||||||||||||||||||||||||||||||||||||||||||||
| Interest only / excess | 23,466 | 3,344 | 26,810 | — | — | — | 23,466 | 3,344 | 26,810 | ||||||||||||||||||||||||||||||||||||||||||||
| Whole pool | — | 593,897 | 593,897 | — | 487,789 | 487,789 | — | 106,108 | 106,108 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 114,855 | $ | 608,513 | $ | 723,368 | $ | 25,079 | $ | 487,789 | $ | 512,868 | $ | 89,776 | $ | 120,724 | $ | 210,500 | |||||||||||||||||||||||||||||||||||
The following table provides certain information with respect to our RMBS portfolio received in AOMT securitization transactions and acquired from other third parties as of December 31, 2020:
| RMBS | Repurchase Debt | Allocated Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||
| AOMT | Third Party RMBS | Total | AOMT | Third Party RMBS | Total | AOMT | Third Party RMBS | Total | |||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Senior | $ | 11,477 | $ | 6,820 | $ | 18,297 | $ | 11,936 | $ | — | $ | 11,936 | $ | (459) | $ | 6,820 | $ | 6,361 | |||||||||||||||||||||||||||||||||||
| Mezzanine | 2,207 | — | 2,207 | 1,633 | — | 1,633 | 574 | — | 574 | ||||||||||||||||||||||||||||||||||||||||||||
| Subordinate | 78,830 | 18,784 | 97,614 | 15,104 | — | 15,104 | 63,726 | 18,784 | 82,510 | ||||||||||||||||||||||||||||||||||||||||||||
| Interest only / excess | 31,818 | — | 31,818 | — | — | — | 31,818 | — | 31,818 | ||||||||||||||||||||||||||||||||||||||||||||
| Whole pool | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 124,332 | $ | 25,604 | $ | 149,936 | $ | 28,673 | $ | — | $ | 28,673 | $ | 95,659 | $ | 25,604 | $ | 121,263 | |||||||||||||||||||||||||||||||||||
38
The following table sets forth information with respect to our RMBS ending balances, at fair value, as of June 30, 2021:
| Senior | Mezzanine | Subordinate | Interest Only | Whole Pool | Total | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Beginning fair value | $ | 18,297 | $ | 2,207 | $ | 97,614 | $ | 31,818 | $ | — | $ | 149,936 | |||||||||||||||||||||||
| Acquisitions: | |||||||||||||||||||||||||||||||||||
| Secondary market purchases of AOMT securities | — | — | 2,209 | — | — | 2,209 | |||||||||||||||||||||||||||||
| Third party securities | — | — | 5,122 | 7,485 | 592,899 | 605,506 | |||||||||||||||||||||||||||||
| Effect of principal payments / called deals | (11,461) | — | (12,770) | (3,781) | (516) | (28,528) | |||||||||||||||||||||||||||||
| IO and excess servicing prepayments | — | — | — | (8,938) | — | (8,938) | |||||||||||||||||||||||||||||
| Changes in fair value, net | (130) | (17) | 1,590 | 225 | 1,515 | 3,183 | |||||||||||||||||||||||||||||
| Ending fair value | $ | 6,706 | $ | 2,190 | $ | 93,765 | $ | 26,809 | $ | 593,898 | $ | 723,368 | |||||||||||||||||||||||
The following table sets forth information with respect to our RMBS ending balances, at fair value, as of December 31, 2020:
| Senior | Mezzanine | Subordinate | Interest Only | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Beginning fair value | $ | 19,060 | $ | 2,237 | $ | 31,679 | $ | 24,016 | $ | 76,992 | |||||||||||||||||||
| Acquisitions: | |||||||||||||||||||||||||||||
| Retained from AOMT securitizations | — | — | 40,380 | 26,140 | 66,520 | ||||||||||||||||||||||||
| Secondary market purchases of AOMT securities | — | — | 5,663 | — | 5,663 | ||||||||||||||||||||||||
| Third party securities | 6,880 | — | 18,098 | — | 24,978 | ||||||||||||||||||||||||
| Effect of principal payments / called deals | (7,709) | — | (2,377) | — | (10,086) | ||||||||||||||||||||||||
| IO and excess servicing prepayments | — | — | — | (9,672) | (9,672) | ||||||||||||||||||||||||
| Changes in fair value, net | 66 | (30) | 4,171 | (8,666) | (4,459) | ||||||||||||||||||||||||
| Ending fair value | $ | 18,297 | $ | 2,207 | $ | 97,614 | $ | 31,818 | $ | 149,936 | |||||||||||||||||||
39
The following chart illustrates the geographic diversification of the loans underlying our portfolio of RMBS issued in AOMT securitization transactions as of June 30, 2021 (percentages are based on the aggregate unpaid principal balance of such loans):
Geographic Diversification of Loans Underlying Our Portfolio
of RMBS Issued in AOMT Securitization Transactions
(as of June 30, 2021)
(1) No state in “Other” represents more than a 4% concentration of the loans underlying our portfolio of RMBS issued in AOMT securitization transactions as of June 30, 2021.
The following chart illustrates the geographic diversification of the loans underlying our portfolio of RMBS issued in AOMT securitization transactions as of December 31, 2020 (percentages are based on the aggregate unpaid principal balance of such loans):
Geographic Diversification of Loans Underlying Our Portfolio
of RMBS Issued in AOMT Securitization Transactions
(as of December 31, 2020)
(1) No state in “Other” represents more than a 4% concentration of the loans underlying our portfolio of RMBS issued in AOMT securitization transactions as of December 31, 2020.
CMBS
In November 2020, we participated in a securitization transaction of a pool of small balance commercial mortgage loans consisting of mortgage loans secured by commercial properties pursuant to which we contributed to AOMT 2020-SBC1 commercial mortgage loans with a carrying value of approximately $31.2 million that we had accumulated and held on our balance sheet, and we received bonds from AOMT 2020-SBC1 with a fair value of approximately $8.9 million.
40
Certain information regarding the commercial mortgage loans underlying our portfolio of commercial mortgage-backed securities “CMBS” issued in the AOMT 2020-SBC1 securitization transaction is shown below as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | ||||||||||
| ($ in thousands) | |||||||||||
| UPB of loans | $164,474 | $179,789 | |||||||||
| Number of loans | $216 | $234 | |||||||||
| Weighted average loan coupon | 7.5 | % | 7.4 | % | |||||||
| Average loan amount | $761 | $768 | |||||||||
| Weighted average LTV at loan origination and deal date | 62.3 | % | 62.3 | % | |||||||
The following table provides certain information with respect to the CMBS we received in connection with the AOMT 2020-SBC1 securitization transactions as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | December 31, 2020 | ||||||||||||||||||||||||||||||||||
| CMBS | Repurchase Debt | Allocated Capital | CMBS | Repurchase Debt | Allocated Capital | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Senior | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Mezzanine | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Subordinate | 7,996 | — | 7,996 | 5,766 | — | 5,766 | |||||||||||||||||||||||||||||
| Interest only / excess | 3,947 | — | 3,947 | 3,031 | — | 3,031 | |||||||||||||||||||||||||||||
| Total | $ | 11,943 | $ | — | $ | 11,943 | $ | 8,797 | $ | — | $ | 8,797 | |||||||||||||||||||||||
Liquidity and Capital Resources
Overview
Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund our investments and operating costs, make distributions to our stockholders, and satisfy other general business needs. Our financing sources currently include capital contributions from our investors prior to our IPO, the proceeds from our IPO and concurrent private placement, payments of principal and interest we receive on our investment portfolio, unused borrowing capacity under our in‑place loan financing lines and repurchase facilities, and securitizations of our whole loans. Going forward, we may also utilize other types of borrowings, including bank credit facilities and warehouse lines of credit, among others. We may also seek to raise additional capital through public or private offerings of equity, equity-related, or debt securities, depending upon market conditions. The use of any particular source of capital and funds will depend on market conditions, availability of these sources, and the investment opportunities available to us.
We expect to use loan financing lines to finance the acquisition and accumulation of mortgage loans or other mortgage‑related assets pending their eventual securitization. Upon accumulating an appropriate amount of assets, we expect to finance a substantial portion of our mortgage loans utilizing fixed rate term securitization funding that provides long‑term financing for our mortgage loans and locks in our cost of funding, regardless of future interest rate movements.
Securitizations may either take the form of the issuance of securitized bonds or the sale of “real estate mortgage investment conduit” securities backed by mortgage loans or other assets, with the securitization proceeds being used in part to repay pre-existing loan financing lines and repurchase facilities. We have sponsored and participated in securitization transactions with other entities that are managed by Angel Oak, and may continue to do so in the future, along with sponsoring sole securitization transactions.
We believe these identified sources of financing will be adequate for purposes of meeting our short‑term (within one year) and our longer‑term liquidity needs. We cannot predict with certainty the specific transactions we will undertake to generate sufficient liquidity to meet our obligations as they come due. We will adjust our plans as appropriate in response to changes in our expectations and any potential changes in market conditions.
Description of Existing Financing Arrangements
As of June 30, 2021, we were a party to four loan financing lines, which permitted borrowings in an aggregate amount of up to $800.0 million. Borrowings under these agreements may be used to purchase whole loans for securitization or loans purchased for long‑term investment purposes. A description of each loan financing line is set forth as follows:
41
Nomura Loan Financing Line. On December 6, 2018, we and one of our subsidiaries entered into a master repurchase agreement with Nomura Corporate Funding Americas, LLC (“Nomura”). We are considered the “Seller” under this agreement. From time to time, we and one of our subsidiaries have amended such master repurchase agreement with Nomura. Pursuant to the agreement, we and our subsidiary may sell to Nomura, and later repurchase, up to $300.0 million aggregate borrowings on mortgage loans. The agreement expires on August 5, 2022, unless terminated earlier pursuant to the terms of the agreement. However, we are permitted to extend the expiration date by up to 364 additional days, subject to certain conditions being satisfied.
The principal amount paid by Nomura for each eligible mortgage loan is based on a percentage of both the market value, unpaid principal balance and acquisition price of the mortgage loan (generally ranging from 65% to 92%, depending on the type of loan and certain other factors and subject to certain other adjustments). Pursuant to the agreement, Nomura retains the right to determine the market value of the mortgage loan collateral for certain mortgage loans in its sole and absolute discretion. Additionally, Nomura is under no obligation to purchase the eligible mortgage loans we offer to sell to them. Upon our or our subsidiary’s repurchase of the mortgage loan, we are, or our subsidiary is, required to repay Nomura the adjusted principal amount related to such mortgage loan plus accrued and unpaid interest at a rate based on the sum of (1) the greater of (a) one-month LIBOR or three‑month LIBOR (depending on the type of mortgage loan) and (b) the applicable LIBOR floor, and (2) a spread generally ranging from 1.70% to 3.50% depending on the type of loan.
The agreement requires us to maintain various financial and other covenants, such as that: (1) adjusted tangible net worth on an aggregate basis must not be less than the sum of 50% of our adjusted tangible net worth as of the date of the agreement plus 50% of any future capital raised by us; (2) adjusted tangible net worth must not decline more than 25% in any rolling three month period or 35% in any rolling twelve month period; (3) the ratio of indebtedness to adjusted tangible net worth must not exceed 7:1; and (4) liquidity, on an aggregate basis, must exceed the greater of 5% of the aggregate purchase price and $2.0 million.
The agreement contains margin call provisions that provide Nomura with certain rights in the event of a decline in the market value of the purchased mortgage loans. Under these provisions, Nomura may require us or our subsidiary to transfer cash and/or additional eligible mortgage loans with an aggregate market value sufficient to eliminate any margin deficit resulting from such a decline.
In addition, the agreement contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross‑defaults, material adverse effects, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. The remedies for such events of default are also customary for this type of transaction and include the acceleration of the principal amount outstanding under the agreement and Nomura’s right to liquidate the mortgage loans then subject to the agreement.
We and our subsidiary are also required to pay certain customary fees to Nomura and to reimburse Nomura for certain costs and expenses incurred in connection with Nomura’s structuring, management and ongoing administration of the agreement.
Banc of California Loan Financing Line. On December 21, 2018, we and our subsidiary entered into a master repurchase agreement with Banc of California, National Association (“Banc of California”). We are considered a “Seller” under this agreement. From time to time, we and one of our subsidiaries have amended such master repurchase agreement with Banc of California. Pursuant to the agreement, we or our subsidiary may sell to Banc of California, and later repurchase, up to $50.0 million aggregate borrowings on mortgage loans. The agreement expires on March 16, 2022, unless terminated earlier pursuant to the terms of the agreement.
The principal amount paid by Banc of California for each mortgage loan is based on the lesser of (1) a percentage of the original principal amount of the mortgage loan (ranging from 75% to 97%) and (2) a percentage of its take‑out commitment (97%) or $4.0 million, depending on the loan type. Pursuant to the agreement, Banc of California retains the right to determine the market value of the mortgage loan collateral in its sole discretion. Upon our or our subsidiary’s repurchase of the mortgage loan, we are, or our subsidiary is, required to repay Banc of California the principal amount related to such mortgage loan plus accrued and unpaid interest at a rate (determined based on the type of loan) equal to the sum of (1) the greater of (A) a specified minimum rate (ranging from 3.50% to 4.13%) and (B) one‑month LIBOR plus a spread ranging from 2.50% to 3.13%, and (2) in the case of loans with maturities over 364 days, the seasoned spread of 1.0%.
The agreement requires the us to maintain various financial and other covenants, which include: (1) a minimum tangible net worth of $40.0 million consolidated; (2) minimum liquidity of $5.0 million; (3) a maximum ratio of total liabilities to tangible net worth of 10:1; and (4) we must attain positive net income, determined in accordance with GAAP, as of the last day of each calendar quarter, commencing with the quarter ended June 30, 2021, for the prior four (4) consecutive fiscal quarters then ending.
The agreement contains margin call provisions that provide Banc of California with certain rights in the event of a decline in the market value of the purchased mortgage loans. Under these provisions, Banc of California may require us or our subsidiary to transfer cash and/or additional eligible mortgage loans with an aggregate market value sufficient to eliminate any margin deficit resulting from such a decline.
In addition, the agreement contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross‑defaults, material adverse effects, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. The remedies for such events of default are also customary for this type of transaction and include the acceleration of the principal amount outstanding under the agreement and Banc of California’s right to liquidate the mortgage loans then subject to the agreement.
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We and our subsidiary are also required to pay certain customary fees to Banc of California and to reimburse Banc of California for certain costs and expenses incurred in connection with Banc of California’s structuring, management and ongoing administration of the agreement.
Deutsche Bank Loan Financing Line. On February 13, 2020, we and our subsidiary entered into a master repurchase agreement with Deutsche Bank, AG (“Deutsche Bank”). We are considered a “Seller” under this agreement. From time to time, we and one of our subsidiaries have amended such master repurchase agreement with Deutsche Bank. Pursuant to the agreement, we or our subsidiary may sell to Deutsche Bank, and later repurchase, up to $250.0 million aggregate borrowings on mortgage loans. The agreement expires on February 11, 2022, unless terminated earlier pursuant to the terms of the agreement.
The principal amount paid by Deutsche Bank for each mortgage loan is based on a percentage of the market value, cost‑basis value or unpaid principal balance of the mortgage loan (generally ranging from 60% to 92%, depending on the type of loan and certain other factors and subject to certain other adjustments). Pursuant to the agreement, Deutsche Bank retains the right to determine the market value of the mortgage loan collateral in its sole good faith discretion. Additionally, Deutsche Bank is under no obligation to purchase the eligible mortgage loans we offer to sell to them. Upon our or our subsidiary’s repurchase of the mortgage loan, we are, or our subsidiary is, required to repay Deutsche Bank the principal amount related to such mortgage loan plus accrued and unpaid interest at a rate (determined based on the type of loan) equal to the sum of (1) the greater of (A) 0.00% and (B) one‑month LIBOR and (2) a spread generally ranging from 2.00% to 3.25%.
The agreement requires us to maintain various financial and other covenants, which include: (1) our adjusted tangible net worth must be an amount at least equal to the greater of (A) $100.0 million and (B) 20% of the maximum aggregate purchase price limit; (2) our adjusted tangible net worth on the last day of any calendar quarter shall not decline by (A) 20% or more from the adjusted tangible net worth as of the last day of the immediately prior calendar quarter or (B) 40% or more from the adjusted tangible net worth as of the last day of the calendar quarter that is twelve months prior to such calendar quarter; (3) our liquidity must at least equal the greater of (A) $5.0 million and (B) 3.0% of the outstanding purchase price for such mortgage loans transferred to Deutsche Bank; and (4) our indebtedness to our adjusted tangible net worth must not exceed 5.5:1.
The agreement contains margin call provisions that provide Deutsche Bank with certain rights in the event of a decline in the market value or cost‑basis value of the purchased mortgage loans. Under these provisions, Deutsche Bank may require us or our subsidiary to transfer cash sufficient to eliminate any margin deficit resulting from such a decline.
In addition, the agreement contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross‑defaults, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. The remedies for such events of default are also customary for this type of transaction and include the acceleration of the principal amount outstanding under the agreement and Deutsche Bank’s right to liquidate the mortgage loans then subject to the agreement.
We and our subsidiary are also required to pay certain customary fees to Deutsche Bank and to reimburse Deutsche Bank for certain costs and expenses incurred in connection with Deutsche Bank’s structuring, management and ongoing administration of the agreement.
Goldman Loan Financing Line. On March 5, 2021, we and our subsidiary entered into a master repurchase agreement with Goldman Sachs Bank USA (“Goldman”). We are considered a “Seller” under this agreement. Pursuant to the agreement, we or our subsidiary may sell to Goldman, and later repurchase, up to $200.0 million aggregate borrowings on mortgage loans. The agreement expires on March 5, 2022, unless terminated earlier pursuant to the terms of the agreement.
The principal amount paid by Goldman for each eligible mortgage loan is based on a percentage of the outstanding principal balance of the mortgage loan or the market value of the mortgage loan (generally ranging from 75% to 85%, depending on the type of loan), whichever is less. Pursuant to the agreement, Goldman retains the right to determine the market value of the mortgage loan collateral in its sole good faith discretion and in a commercially reasonable manner. The loan financing line is marked‑to‑market at fair value. Additionally, Goldman is under no obligation to purchase the eligible mortgage loans we offer to sell to them. Upon our or our subsidiary’s repurchase of the mortgage loan, we are, or our subsidiary is, required to repay Goldman the principal amount related to such mortgage loan plus accrued interest generally at a rate based on three‑month LIBOR plus 2.25%.
The agreement requires us to maintain various financial and other covenants, such as that: (1) our minimum tangible net worth of must not decline 20% or more in the previous 30 days, 25% or more in the previous 90 days, or 35% or more in the previous year, or fall below 50% of our tangible net worth as of September 30, 2018 plus 50% of any capital contributions made after that date; (2) our minimum liquidity must not fall below the greatest of (x) the product of 5% and the aggregate repurchase price as of such date of determination, (y) $5 million and (z) any other amount of liquidity that we have covenanted to maintain in any other note, indenture, loan agreement, guaranty, swap agreement or any other contract, agreement or transaction (including, without limitation, any repurchase agreement, loan and security agreement, or similar credit facility or agreement for borrowed funds); and (3) the maximum ratio of our and our subsidiaries’ total indebtedness to tangible net worth must not be greater than 5:1.
The agreement contains margin call provisions that provide Goldman with certain rights in the event of a decline in the market value of the purchased mortgage loans. Under these provisions, Goldman may require us or our subsidiary to transfer cash sufficient to eliminate any margin deficit resulting from such a decline.
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In addition, the agreement contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross‑defaults, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. The remedies for such events of default are also customary for this type of transaction and include the acceleration of the principal amount outstanding under the agreement and Goldman’s right to liquidate the mortgage loans then subject to the agreement.
We and our subsidiary are also required to pay certain customary fees to Goldman and to reimburse Goldman for certain costs and expenses incurred in connection with Goldman’s structuring, management and ongoing administration of the agreement.
The following table sets forth the details of our financing lines as of each of June 30, 2021 and December 31, 2020:
| Drawn Amount | ||||||||||||||||||||||||||||||||
| Line of Credit | Facility Limit | Base Interest Rate | Interest Rate Spread | June 30, 2021 | December 31, 2020 | |||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||
Nomura Corporate Funding Americas, LLC (1) | $ | 300,000 | 3 month LIBOR | 1.70% - 3.50% | $ | 6,529 | $ | 8,011 | ||||||||||||||||||||||||
Banc of California, National Association (2) | $ | 50,000 | 1 month LIBOR | 2.50% - 3.13% | $ | 45,259 | $ | 38,989 | ||||||||||||||||||||||||
Deutsche Bank, AG (3) | $ | 250,000 | 1 month LIBOR | 2.00% - 3.25% | $ | 131,016 | $ | 34,905 | ||||||||||||||||||||||||
Goldman Sachs Bank USA (4) | $ | 200,000 | 3 month LIBOR | 2.25% | $ | 132,275 | N/A | |||||||||||||||||||||||||
| $ | 315,079 | $ | 81,905 | |||||||||||||||||||||||||||||
(1) On June 21, 2021, this facility was amended to extend the expiration date from December 3, 2021 to August 5, 2022, add the one-month LIBOR as a base interest rate for certain loans, and change the interest rate spread to 1.70% (from 1.75%) to 3.50%.
(2) This agreement expires on March 16, 2022.
(3) On June 21, 2021, the agreement was amended to increase the credit facility from $150.0 million to $250.0 million, and replace the previous sole shareholder as guarantor with the Company and its subsidiaries. This agreement expires on February 11, 2022.
(4) The master repurchase agreement with Goldman Sachs Bank USA, was entered into on March 5, 2021, and expires on March 5, 2022.
Short‑Term Repurchase Facilities. In addition to our existing loan financing lines, we employ short‑term repurchase facilities to borrow against U.S. Treasury securities, securities issued by AOMT, Angel Oak’s securitization platform, and other securities we may acquire in accordance with our investment guidelines. As of June 30, 2021, there was approximately $787.2 million outstanding under these repurchase facilities, with weighted average interest rates ranging from 0.09% to 0.16%.
The following table sets forth certain characteristics of our short-term repurchase facilities as of June 30, 2021 and December 31, 2020:
| June 30, 2021 | ||||||||||||||||||||
| Repurchase Agreements | Amount Outstanding | Weighted Average Interest Rate | Weighted Average Remaining Maturity (Days) | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| U.S. Treasury Bills | $ | 274,308 | 0.09 | % | 22 | |||||||||||||||
| RMBS | 512,868 | 0.16 | % | 21 | ||||||||||||||||
| Total | $ | 787,176 | 0.14 | % | 21 | |||||||||||||||
| December 31, 2020 | ||||||||||||||||||||
| Repurchase Agreements | Amount Outstanding | Weighted Average Interest Rate | Weighted Average Remaining Maturity (Days) | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| U.S. Treasury Bills | $ | 149,618 | 0.25 | % | 19 | |||||||||||||||
| RMBS | 28,673 | 1.40 | % | 19 | ||||||||||||||||
| Total | $ | 178,291 | 0.44 | % | 19 | |||||||||||||||
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The following table presents the amount of collateralized borrowings outstanding under repurchase facilities as of the end of each quarter, the average amount of collateralized borrowings outstanding under repurchase facilities during the quarter and the highest balance of any month end during the quarter:
| Quarter End | Quarter End Balance | Average Balance in Quarter | Highest Month-End Balance in Quarter | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Q1 2020 | $ | 578,860 | $ | 85,822 | $ | 578,860 | ||||||||||||||
| Q2 2020 | 587,375 | 69,712 | 587,375 | |||||||||||||||||
| Q3 2020 | 50,541 | 139,439 | 50,541 | |||||||||||||||||
| Q4 2020 | 178,291 | 41,866 | 178,291 | |||||||||||||||||
| Q1 2021 | 27,796 | 57,470 | 27,796 | |||||||||||||||||
| Q2 2021 | 787,176 | 407,486 | 787,176 | |||||||||||||||||
We utilize short‑term repurchase facilities on our RMBS portfolio and to finance assets for REIT asset test purposes. Over time, the need to purchase securities for REIT asset test purposes will be reduced as we obtain and participate in additional securitizations and acquire assets directly for investment purposes. We will continue to use repurchase facilities on our RMBS portfolio to add additional leverage which increases the yield on those assets. Our use of repurchase facilities is generally highest at the end of any particular quarter, as shown in the table above, where the quarter-end balance and the highest month-end balance in each quarter are equivalent.
We may continue to purchase securities for REIT asset test purposes, although it is expected that, in the future, we may need to purchase fewer (or no) securities as we participate in additional securitizations and retain our pro rata share of securities issued in securitization transactions or acquire assets directly into our Operating Partnership.
Securitization Transactions. We did not participate in any securitization transactions for the three and six months ended June 30, 2021.
In June 2020, we participated in a securitization transaction of a pool of residential mortgage loans, a substantial majority of which were non‑QM loans, secured primarily by first or second liens on one‑to‑four family residential properties. In the transaction, AOMT 2020‑3 issued approximately $530.3 million in face value of bonds. We served as the “sponsor” (as defined in the U.S. Risk Retention Rules) of the transaction, contributing non‑QM loans with a carrying value of approximately $482.9 million that we had accumulated and held on our balance sheet to AOMT 2020‑3. The remaining non‑QM loans that we contributed to AOMT 2020‑3 were purchased from affiliated and unaffiliated entities. We received bonds from AOMT 2020‑3 with a fair value of approximately $66.5 million, including approximately $23.0 million in horizontal risk retention securities (representing 5% of the fair value of the securities and other interests issued as part of the transaction). We used the proceeds of the securitization transaction to repay outstanding debt of approximately $394.4 million and retained cash of $42.3 million, which was used to acquire additional non‑QM loans, pay down repurchase facilities, and acquire other target assets.
An affiliate of the Manager acted as the servicing administrator for AOMT 2020‑3, and as such is responsible for servicing the securitized mortgage loans pursuant to separate pooling and servicing agreements.
Series A Cumulative Non‑Voting Preferred Stock
In January 2019, in order for us to satisfy the 100‑holder REIT requirement under the Code, we issued 125 shares of our Series A preferred stock with a liquidation preference of $1,000 per share. The shares of our Series A preferred stock may be redeemed at our option at any time, in whole or in part, for cash equal to $1,000 per share plus all accrued and unpaid dividends thereon to and including the date fixed for redemption.
Leverage and Hedging Strategies
We finance our assets with what we believe to be a prudent amount of leverage, which will vary from time to time based upon the particular characteristics of our portfolio, availability of financing and market conditions.
Subject to qualifying and maintaining our qualification as a REIT and maintaining our exclusion from regulation as an investment company under the Investment Company Act, we expect to utilize various derivative instruments and other hedging instruments to mitigate interest rate risk, credit risk and other risks. For example, we may opportunistically enter into hedging transactions with respect to interest rate exposure on one or more of our assets or liabilities. Any such hedging transactions could take a variety of forms, including the use of derivative instruments such as interest rate swap contracts, index swap contracts, interest rate cap or floor contracts, futures or forward contracts, and options.
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Cash Flows
| Six Months Ended | ||||||||||||||
| June 30, 2021 | June 30, 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash flows provided by (used in) operating activities | $ | (382,091) | $ | 74,967 | ||||||||||
| Cash flow used in investing activities | $ | (705,897) | $ | (495,881) | ||||||||||
| Cash flows provided by financing activities | $ | 1,075,043 | $ | 487,787 | ||||||||||
| Net increase (decrease) in cash and restricted cash | $ | (12,945) | $ | 66,873 | ||||||||||
Operating cash flows of $(382.1) million for the six months ended June 30, 2021 as compared to $75.0 millions for the six months ended June 30, 2020 were primarily due to the purchase of additional residential mortgage loans during the the six months ended June 30, 2021.
Investing cash flows of $(705.9) million for the six months ended June 30, 2021 as compared to $(495.9) million for the six months ended June 30, 2020 were primarily due to the purchase of RMBS during the quarter, along with the purchase of U.S. Treasury securities, which was partially offset by sales of U.S Treasury securities.
Financing cash flows of $1.1 billion for the six months ended June 30, 2021 as compared to $487.8 million for the six months ended June 30, 2020 were increased primarily due to the contributions received from our former sole stockholder, proceeds received from our private placement concurrent with our IPO, and proceeds received from our IPO.
Cash Flows - Residential and Commercial Loan Classification
Residential loan activity is recognized in the statement of cash flows as an operating activity, as our residential mortgage loans are generally held for a short period of time with the intent to securitize these loans. Commercial mortgage loan activity is recognized in the statement of cash flows as an investing activity, as our commercial mortgage loan portfolio is generally deemed to be held for investing purposes.
Contractual Obligations and Commitments
For additional information on our contractual obligations, see the “Management's Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commitments” section included in the Prospectus. As of June 30, 2021, there have been no material changes in our contractual obligations from the information set forth in the Prospectus.
Off-Balance Sheet Arrangements
Other than the unconsolidated securitization trusts that we participated in, we do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide funding to any such entities.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. A discussion of critical accounting policies is included in the “Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” section in the Prospectus. Management discusses the ongoing development and selection of these critical accounting policies with the Audit Committee of our Board of Directors.
We expect quarter-to-quarter GAAP earnings volatility from our business activities. This volatility can occur for a variety of reasons, particularly changes in the fair values of consolidated assets and liabilities. In addition, the amount or timing of our reported earnings may be impacted by technical accounting issues and estimates.
In addition to the regular volatility we may experience on a quarterly basis, the ongoing impact of the COVID-19 pandemic on the United States economy, the mortgage finance markets, and the broader financial markets, has caused additional volatility impacting many of our estimates. It is difficult to fully assess the impact of the pandemic at this time, including because of the uncertainty around the severity and duration of the pandemic domestically and internationally, as well as the uncertainty around the efficacy of Federal, State and local governments’ efforts to contain the spread of the pandemic and respond to its direct and indirect impacts on many aspects of U.S. economic activity. Any continued volatility resulting from the economic effects of the COVID-19 pandemic could impact our critical estimates and lead to significant period-to-period earnings volatility.
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Recent Accounting Pronouncements
Refer to the notes to our consolidated financial statements included in this report for a discussion of recent accounting pronouncements and any expected impact on the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in interest rates, commodity prices, equity prices, real estate values and other market‑based risks. The primary market risks that we are exposed to are credit risk, interest rate risk, liquidity risk, prepayment risk and extension risk.
There have been no material changes to the market risks disclosed in the Prospectus.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are or may become, from time to time, involved in various disputes, litigation and regulatory inquiry and investigation matters that arise in the ordinary course of business. Given the inherent unpredictability of these types of proceedings, it is possible that future adverse outcomes could have a material adverse effect on our business, financial position or results of operations.
ITEM 1A. RISK FACTORS
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in the Prospectus. There have been no material changes to our principal risks that we believe are material to our business, results of operations, and financial condition from the risk factors previously disclosed in the Prospectus, which is accessible on the SEC’s website at www.sec.gov. The risks described in the Prospectus are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
Concurrently with the completion of the IPO in June 2021, CPPIB Credit Investments Inc. purchased 2,105,263 shares of the Company’s common stock at a price equal to $19.00 per share. The Company received cash proceeds of approximately $40.0 million from the sale of such shares of the Company’s common stock. These shares of the Company’s common stock were issued in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act because the shares were issued in a transaction that did not involve any public offering. No underwriters were involved in this transaction, and no underwriting discounts or commissions were paid.
Use of Proceeds from Registered Securities
The Registration Statement (File No. 333-256301) relating to the IPO registered 9,257,500 shares of common stock, $0.01 par value per share, with a maximum aggregate offering price of up to $194.4 million. The Registration Statement was declared effective by the SEC on June 16, 2021. The Company sold a total of 7,200,000 shares of its common stock in the IPO for gross proceeds of $136.8 million. The IPO was completed on June 21, 2021. The joint book-running managers of the IPO were Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, and UBS Securities LLC. The book-runner of the IPO was B. Riley Securities, Inc. The co-managers of the IPO were Nomura Securities International, Inc. and Oppenheimer & Co. Inc.
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Angel Oak Capital, an affiliate of the Manager, agreed to pay the underwriting discounts and commissions in connection with the IPO. Such underwriting discounts and commissions were approximately $8.2 million. Angel Oak Capital also agreed to pay all of the Company’s expenses incurred in connection with the IPO. Such expenses were approximately $4.4 million. All of the underwriting discounts and commissions and other expenses were direct or indirect payments to persons other than: (i) the Company’s directors, officers or any of their associates; (ii) persons owning ten percent (10%) or more of the Company’s common stock; or (iii) the Company’s affiliates. The $136.8 million of proceeds from the IPO, together with the $40.0 million of proceeds from the private placement of stock to CPPIB Credit Investments Inc. referred to above, were contributed to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership.
Through June 30, 2021, the Operating Partnership used the proceeds from the IPO to acquire non-QM loans and other target assets primarily sourced from its affiliates in a manner consistent with the Company’s strategy and investment guidelines..
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 10.9 | ||||||||
| 10.10 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
| 10.16 | ||||||||
| 10.17 | ||||||||
| 10.18 | ||||||||
| 10.19 | ||||||||
| 10.20 | ||||||||
| 10.21 | ||||||||
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| Exhibit Number | Description | |||||||
| 10.22 | ||||||||
| 10.23 | ||||||||
| 10.24 | ||||||||
| 10.25 | † | |||||||
| 10.26 | †* | |||||||
| 10.27 | † | |||||||
| 10.28 | † | |||||||
| 31.1 | * | |||||||
| 31.2 | * | |||||||
| 32.1 | ** | |||||||
| 32.2 | ** | |||||||
| 101.Def | Definition Linkbase Document | |||||||
| 101.Pre | Presentation Linkbase Document | |||||||
| 101.Lab | Labels Linkbase Document | |||||||
| 101.Cal | Calculation Linkbase Document | |||||||
| 101.Sch | Schema Document | |||||||
| 101.Ins | Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 104 | The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL | |||||||
† This document has been identified as a management contract or compensatory plan or arrangement.
* Filed herewith.
** Exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
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SIGNATURES
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 thereunto duly authorized:
ANGEL OAK MORTGAGE, INC.
| Date: August 13, 2021 | By: | /s/ Robert J. Williams | |||||||||
| Robert J. Williams | |||||||||||
| Chief Executive Officer and President | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: August 13, 2021 | By: | /s/ Brandon R. Filson | |||||||||
| Brandon R. Filson | |||||||||||
| Chief Financial Officer and Treasurer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
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EXHIBIT 10.26
ANGEL OAK MORTGAGE, INC.
EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN
EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN
(Effective June 21, 2021)
In order to secure the continued services of certain key management employees of Angel Oak Mortgage, Inc. (the “Company”) and to ensure their continued dedication to their assigned duties without distraction in circumstances arising from the possibility of certain terminations of employment and in the event of any threat or occurrence of a Change in Control of the Company, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has adopted this Executive Severance Plan (as it may be amended pursuant to the terms hereof, this “Plan”).
SECTION 1. Definitions. For purposes of this Plan, the following terms shall have the meanings set forth below:
“Accrued Bonus” shall mean a Participant’s accrued, but unpaid as of a Participant’s Termination Date, annual cash bonus for any completed fiscal year of the Company preceding a Participant’s Termination Date.
“Affiliate(s)” shall mean, with respect to the Company, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company, including each subsidiary of the Company within the meaning of Section 424(f) of the Code.
“Annual Bonus” shall mean the Participant’s average cash performance bonus based on the amount of cash performance bonus, if any, paid for the three (3) most recent years, provided that, if Participant was not eligible to receive an annual cash performance bonus for at least three (3) years prior to termination, then the Annual Bonus shall be (i) if the Participant was eligible to receive a bonus for two (2) years prior to termination, the average cash performance bonus, if any, for the prior two (2) years; (ii) if the Participant was eligible to receive a bonus for only one (1) year prior to termination, the cash performance bonus, if any, paid for such year; and (iii) if Participant has not been employed long enough to be eligible to receive an annual bonus, then the Participant’s target annual cash performance bonus for the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, Annual Bonus shall include annual cash bonus received by the Participant from the Company and all of its Affiliates.
“Beneficiary” shall mean the person or entity designated by Participant, by written instrument delivered to the Company, to receive the benefits payable under this Plan in the event of Participant’s death. If Participant fails to designate a Beneficiary, or if no Beneficiary survives Participant, such death benefits shall be paid as follows: (i) to Participant’s surviving spouse; (ii) if there is no surviving spouse, to Participant’s living descendants per stirpes; or (iii) if there is neither a surviving spouse nor descendants, to Participant’s duly appointed and qualified executor or personal representative.
“Cause” shall mean the definition of such term contained in a written employment agreement in effect between the Participant and the Company or an Affiliate or, if there is no such employment agreement in effect or if any such employment agreement does not define the term “Cause,” the term “Cause” shall mean a Participant’s (i) commission of a crime of moral turpitude or a felony that involves financial misconduct or moral turpitude or has resulted, or reasonably could be expected to result, in imprisonment of the Participant or serious economic injury to the Company or any of its Affiliates,
(ii) dishonesty or willful commission or omission of any action that has caused, or reasonably could be expected to cause, demonstrable and serious economic injury to the Company or any of its Affiliates, or (iii) material breach of this Agreement or any other material agreement entered into between a Participant and the Company or any of its Affiliates, or the Company’s or any of its Affiliates’ written policies and procedures as may be implemented from time to time after notice and a reasonable opportunity to cure (if such breach can be cured).
“Change in Control” shall have the same meaning as such term is defined under the Equity Plan, or any successor thereto.
“CIC Qualifying Termination” shall mean a Qualifying Termination that occurs within twelve (12) months following the consummation of a Change in Control.
“CIC Severance Multiple” shall be the multiple specified as the “CIC Severance Multiple” in the Participation and Restrictive Covenant Agreement for a Participant.
“CIC Severance Period” shall be the period of time specified as the “CIC Severance Period” in the Participation and Restrictive Covenant Agreement for a Participant.
“Claimant” shall have the meaning set forth in Section 4(c).
“COBRA” shall mean the Consolidated Budget Reconciliation Act of 1985, as amended from time to time, and the regulations promulgated thereunder.
“COBRA Benefits” shall have the meaning set forth in Section 3(a)(v).
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.
“Cure Period” shall have the meaning set forth in the “Good Reason Process” definition.
“Effective Date” shall mean June 21, 2021.
“Employment” shall mean employment with the Company or any Affiliate of the Company. A Participant’s Employment shall be deemed to have continued notwithstanding a transfer of employment between the Company and any of its Affiliates, or between any two Affiliates.
“Equity Plan” shall mean the Angel Oak Mortgage, Inc. 2021 Equity Incentive Plan, as may be amended from time to time, or any successor plan.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the regulations promulgated thereunder.
“Excise Tax” shall have the meaning set forth in Section 3(d)(i).
“Full Payment” shall have the meaning set forth in Section 3(d)(i).
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“Good Reason” shall have the meaning set forth in any then applicable employment or other similar written agreement (including such similar term or concept, as determined by the Plan Administrator) between Participant and the Company or an Affiliate. If there is no such written agreement or if such agreement does not define “Good Reason,” then “Good Reason” shall be deemed to exist if, and only if, without Participant’s written consent: (i) there is a reduction of Participant’s then current Monthly Base Salary by 10% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (ii) there is a change in Participant’s position with the Company that materially reduces Participant’s duties, level of authority or responsibility; (iii) the Company or any successor materially breaches any employment or other material agreement between Participant and the Company or its Affiliates (if any); or (iv) the Company conditions Participant’s continued service with the Company or its Affiliates on Participant being transferred to a location that would increase Participant’s one-way commute by more than fifty (50) miles from Participant’s then principal residence. In order to terminate due to Good Reason, Participant must comply with the Good Reason Process described herein.
“Good Reason Process” shall mean that (i) Participant reasonably determines in good faith that a Good Reason condition has occurred, (ii) Participant notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of Participant having actual or constructive knowledge of the occurrence of such condition, (iii) Participant cooperates in good faith with the Company’s efforts at no cost to the Participant, for a period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition, (iv) notwithstanding such efforts, the Good Reason condition continues to exist, and (v) Participant terminates Participant’s Employment within thirty (30) days after the expiration of the Cure Period. For the avoidance of doubt, if the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
“Monthly Base Salary” shall mean Participant’s monthly base salary at the rate in effect prior to any reduction for purposes of Good Reason, or on the date of a Qualifying Termination, whichever is higher; provided, however, that, with respect to a CIC Qualifying Termination, such rate shall in no event be less than the highest rate in effect for Participant at any time following the Effective Date and prior to the termination of the Plan in accordance with Section 8(l). For the avoidance of doubt, Monthly Base Salary shall include base salary received by the Participant from the Company and all of its Affiliates.
“Monthly Severance Amount” shall mean the sum of (i) Participant’s Monthly Base Salary plus (ii) one-twelfth (1/12) of Participant’s Annual Bonus.
“Participant” shall mean any employee of the Company (or one of its Affiliates) selected by the Plan Administrator in accordance with Section 2 who has entered into a Participation and Restrictive Covenant Agreement and otherwise meets the requirements of Section 2.
“Participation and Restrictive Covenant Agreement” shall mean the written agreement evidencing participation under this Plan and the restrictive covenants being agreed to as a condition to participate in this Plan between the Company and the applicable employee.
“Payment” shall have the meaning set forth in Section 3(d)(i).
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)(3).
“Plan Administrator” shall mean (i) the Committee with respect to any Participant who is subject to Section 16 of the Exchange Act and (ii) Committee or, if designated by the Committee, the Company’s
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Chief Executive Officer or such other person with respect to any Participant who is not subject to Section 16 of the Exchange Act.
“Qualifying Termination” shall mean the Participant’s termination of Employment which constitutes a termination by the Company without Cause or a resignation by the Participant for Good Reason.
“Reduced Payment” shall have the meaning set forth in Section 3(d)(i).
“Retirement Plan” shall mean any qualified or nonqualified supplemental employee pension benefit plan, as defined in Section 3(2) of ERISA, currently or hereinafter made available by the Company or its Affiliates in which Participant is eligible to participate.
“Section 409A Payment” shall have the meaning set forth in Section 5(d).
“Severance Benefits” shall mean the severance benefits under Section 3(a).
“Severance Multiple” shall be the multiple specified as the “Severance Multiple” in the Participation and Restrictive Covenant Agreement for a Participant.
“Severance Payments” shall have the meaning set forth in Section 3(a)(i).
“Severance Period” shall be the period of time specified as the “Severance Period” in the Participation and Restrictive Covenant Agreement for a Participant.
“Termination Date” shall mean, with respect to any Participant, the effective date of such Participant’s termination of Employment, as determined in accordance with Section 5(d).
“Welfare Plan” shall mean any health, vision or dental plan, disability plan, survivor income plan or life insurance plan, as defined in Section 3(1) of ERISA, currently or hereafter made available by the Company or its Affiliates in which Participant is eligible to participate.
SECTION 2. Eligibility. The Plan Administrator shall from time to time, in its sole discretion, select and designate in writing, which of the Company’s (including any of its Affiliates) employees are eligible to participate in this Plan and such employee shall become a Participant under this Plan conditioned upon accepting and executing a Participation and Restrictive Covenant Agreement within 30 days after such agreement is delivered to such employee. The Plan Administrator may, in its sole discretion, remove an employee from participation in the Plan, with such removal to be effective upon 12-months prior notice to the impacted employee.
SECTION 3. Compensation, Benefits and Effect of Termination of Employment.
(a) Effect of Qualifying Termination. Subject to Section 3(c) and Section 3(d), upon a Participant’s Qualifying Termination, the Company shall provide Participant the payments and benefits set forth below (the “Severance Benefits”). For the avoidance of doubt, a Participant shall not be entitled to benefits under this Plan if such Participant’s Employment terminates for any reason (including for Cause or a resignation without Good Reason and, except as provided in Section 3(e), due to death or disability) other than as specifically set forth in the Qualifying Termination definition or this Section 3(a).
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(i) The Company shall pay to Participant an amount equal to the Severance Multiple times the Monthly Severance Amount or, in the event of a Participant’s CIC Qualifying Termination, the CIC Severance Multiple times the Monthly Severance Amount. Such amount shall be payable over the Severance Period or CIC Severance Period, as applicable, in substantially equal installments in accordance with the Company’s regular payroll policies as if Participant’s employment had not ended (collectively, the “Severance Payments”). Subject to compliance with Section 3(b) below, the first installment of the Severance Payments will be paid within 60 days following the Termination Date, with the first payment including such amounts as would have otherwise been paid during the period beginning on the Termination Date and ending on such payment date.
(ii) The Company shall pay Participant any Accrued Bonus, with such Accrued Bonus payable in a single lump sum no later than the March 15th following the year in which such Accrued Bonus was earned.
(iii) Participant shall receive any and all benefits accrued through the date of termination of Employment under any Retirement Plan, Welfare Plan or other plan or program in which Participant participates as of the Termination Date, with the amount, form and time of payment of such benefits determined by the terms of such Retirement Plan, Welfare Plan and other plan or program.
(iv) If upon the Termination Date Participant holds any awards granted under the Equity Plan, including stock options, restricted stock, restricted stock units, performance shares, performance units, and any other stock-based award, (A) any then-unvested time-based equity awards shall vest and be settled in accordance with the terms of the applicable award agreement, and (B) (x) in the event of Participant’s Qualifying Termination, a pro-rated portion of any then-unvested performance-based equity awards shall vest, with such pro-rated portion to be equal to the number of shares subject to such award that would vest based on actual performance through the end of the applicable performance period, multiplied by a fraction, the numerator of which shall equal the number of days elapsed in the applicable performance period as of the Termination Date and the denominator of which shall equal the number of days in the applicable performance period, with such awards to be settled in accordance with the terms of the applicable award agreement; and (y) in the event of Participant’s CIC Qualifying Termination, any then-unvested performance-based equity awards shall vest based on actual performance through the end of the applicable performance period, with such awards to be settled in accordance with the terms of the applicable award agreement; provided, however, in the event outstanding equity awards held by the Participant are not assumed in connection with a Change in Control, such awards shall vest in full upon such Change in Control, with performance-based equity awards determined based on actual performance through the date of the Change in Control for performance measures relating to stock price performance (i.e., total shareholder return) and, for performance measures not related to stock price performance, based on the greater of (1) actual performance through the date of the Change in Control and (2) target performance.
(v) If Participant timely elects COBRA continuation coverage, Participant shall pay and the Company shall reimburse Participant for such health insurance coverage at the same rate as it pays for health insurance coverage for its active employees (with Participant required to pay for any employee-paid portion of such coverage) for a number of months equal to the Severance Multiple or, in the event of a Participant’s CIC Qualifying Termination, for a number of months equal to the CIC Severance Multiple, in each case, reduced by the value of any similar benefits received by the
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Participant under another employer’s plan (whether through the Participant or as a dependent) (such amounts to be referred to herein as the “COBRA Benefits”).
(vi) During the Severance Period or, in the event of a Participant’s CIC Qualifying Termination, the CIC Severance Period, Participant shall not be entitled to reimbursement for fringe benefits, including without limitation, dues and expenses related to club memberships, automobile expenses, expenses for professional services and other similar perquisites.
(b) Death; Disability.
(i) If Participant’s Employment terminates under circumstances described in Section 3(a), then upon Participant’s subsequent death, all unpaid amounts payable to Participant under Section 3(a)(i), (ii), (iv) or (v), if any, shall be paid to Participant’s Beneficiary.
(ii) If Participant’s Employment terminates as a result of such Participant’s death or disability, (A) the Company shall pay Participant an amount equal to (1) the Participant’s Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days that occurred on or before the Termination Date in the calendar year that includes the Termination Date, and the denominator of which is the number of days in the calendar year that includes the Termination Date, with such amount payable in a single lump sum no later than the March 15th following the year in which the Termination Date occurs; and (B) the Participant’s equity awards shall vest pursuant to Section 3(a)(iv) as if the Participant had experienced a Qualifying Termination.
(c) Release of Claims. The obligations of the Company and its Affiliates under this Section 3 (except upon such Participant’s death) shall be subject to such Participant’s execution, within 45 days after the Termination Date (or such shorter period of time specified by the Company), of a general release and waiver substantially in a form prescribed by the Company, which has become irrevocable following any revocation period permitted by the Company.
(d) Recoupment. Notwithstanding any provisions in this Plan to the contrary, the Plan Administrator may, in its sole and absolute discretion, in the event of Participant’s material breach of a material obligation of Participant to the Company pursuant to any award or agreement between Participant and the Company, including a material breach of the Participation and Restrictive Covenant Agreement or a determination that an event constituting Cause has occurred, regardless of whether this determination happened prior to or following the Termination Date: (i) terminate the right of such Participant to receive any payment under this Section 3, to the extent it has not been paid; and (ii) seek the recoupment of any payment paid to such Participant under this Section 3, including through exercise rights of set-off, forfeiture or cancellation, to the full extent permitted by law, with respect to any other awards, benefits or payments otherwise due Participant from the Company or any of its Affiliates, to the extent the Plan Administrator in its sole discretion deems appropriate after considering the relevant facts and circumstances. Any termination and/or recoupment of a Participant’s benefits under this Plan shall be in addition and without prejudice to any other remedies that the Company might elect to assert.
(e) Code Section 280G.
(i) If any payment or benefit (including payments and benefits pursuant to this Plan) Participant would receive in connection with or as a result of a Change in Control from the Company or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this paragraph, be subject to the excise tax imposed by Section 4999 of the Code (the
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“Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to Participant, which of the following two alternative forms of payment shall be paid to Participant: (A) payment in full of the entire amount of the Payment (a “Full Payment”), or (B) payment of only a part of the Payment so that Participant receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). A Full Payment shall be made in the event that the amount received by Participant on a net after-tax basis is greater than what would be received by Participant on a net after-tax basis if the Reduced Payment were made, otherwise a Reduced Payment shall be made. If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Participant shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shall occur in the following order: (A) reduction of cash payments (in the reverse chronological order in which such cash would otherwise be paid); (B) cancellation of accelerated vesting of equity awards other than stock options (in the reverse chronological order in which such equity awards would vest in the absence of a Change in Control); (C) cancellation of accelerated vesting of stock options (in the reverse chronological order in which such stock options would vest in the absence of a Change in Control); and (D) reduction of other benefits paid to Participant (in the reverse chronological order in which such benefits would otherwise be provided).
(ii) The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control, or a nationally recognized law firm selected by the Plan Administrator, shall make all determinations required to be made under Section 3(d)(i). If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized law firm or independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm or law firm required to be made hereunder. Any good faith determinations of the accounting firm or law firm made hereunder shall be final, binding and conclusive upon the Company and Participant.
SECTION 4. Administration of Plan; Claims Procedure.
(a) General. Except as specifically provided herein, this Plan shall be administered by the Plan Administrator. The Plan Administrator may delegate any administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of benefits under this plan to designated individuals or committees. The Plan Administrator shall be the “administrator” and a “named fiduciary” under this Plan for purposes of ERISA.
(b) Interpretations and Variations. The Plan Administrator shall have the duty and authority to interpret and construe, in its sole discretion, the terms of this Plan in regard to all questions of eligibility, the status and rights of Participants, and the manner, time and amount of any payment under this Plan. The Plan Administrator or its representative shall decide any issues arising under this Plan, and the decision of the Plan Administrator shall be binding and conclusive on Participants and the Company. Any variations from this Plan may be made only by the Plan Administrator in its sole discretion.
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(c) Filing a Claim. Although it is not normally necessary to file a claim in order to receive benefits under this Plan, if a Participant (the “Claimant”) feels he or she has been improperly denied benefits under this Plan, any claim for payment of such benefits shall be signed, dated and submitted to the Company in accordance with Section 8(a). All claims relating to this Plan must be filed within 90 days following Participant’s Termination Date, unless the Plan Administrator otherwise specifies in writing. The Plan Administrator shall then evaluate the claim and notify the Claimant of the approval or disapproval in accordance with the provisions of this Plan not later than 90 days after the Company’s receipt of such claim unless special circumstances require an extension of time for processing the claims. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period which shall specify the special circumstances requiring an extension and the date by which a final decision will be reached (which date shall not be later than 180 days after the date on which the claim was filed). If the Claimant does not provide all the necessary information for the Plan Administrator to process the claim, the Plan Administrator may request additional information and set deadlines for the Claimant to provide that information.
(d) Notice of Initial Determination. The Claimant shall be given a written notice in which the Claimant shall be advised as to whether the claim is granted or denied, in whole or in part. If a claim is denied, in whole or in part, the Claimant shall be given written notice which shall contain (i) the specific reasons for the denial, (ii) specific references to pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary and (iv) an explanation of this Plan’s appeal procedures, which shall also include a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim upon review.
(e) Right to Appeal. If a claim for payment of benefits under this Plan made in accordance with the procedures specified in this Plan is denied, in whole or in part, the Claimant shall have the right to request that the Plan Administrator review the denial, provided that the Claimant files a written request for review with the Plan Administrator within 60 days after the date on which the Claimant received written notification of the denial. The Claimant may review or receive copies, upon request and free of charge, any documents, records or other information “relevant” (within the meaning of Department of Labor Regulation 2560.503-1(m)(8)) to the Claimant’s claim. The Claimant may also submit written comments, documents, records and other information relating to his or her claim.
(f) Review of Appeal. In deciding a Claimant’s appeal, the Plan Administrator shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. If the Claimant does not provide all the necessary information for the Plan Administrator to decide the appeal, the Plan Administrator may request additional information and set deadlines for the Claimant to provide that information. Within 60 days after a request for review is received, the review shall be made and the Claimant shall be advised in writing of the decision on review, unless special circumstances require an extension of time for processing the review, in which case the Claimant shall be given a written notification within such initial 60-day period specifying the reasons for the extension and when such review shall be completed (provided that such review shall be completed within 120 days after the date on which the request for review was filed).
(g) Notice of Appeal Determination. The decision on review shall be forwarded to the Claimant in writing and, in the case of a denial, shall include (i) specific reasons for the decision, (ii) specific references to the pertinent Plan provisions upon which the decision is based, (iii) a statement
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that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the Claimant’s claim and (iv) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a wholly or partially denied claim for benefits. The Plan Administrator’s decision on review shall be final and binding on all persons for all purposes. If a Claimant shall fail to file a request for review in accordance with the procedures herein outlined, such Claimant shall have no right to review and shall have no right to bring an action in any court, and the denial of the claim shall become final and binding on all persons for all purposes. Any notice and decisions by the Plan Administrator under this Section 4 may be furnished electronically in accordance with Department of Labor Regulation 2520.104b-1(c)(i), (iii) and (iv).
(h) Statute of Limitations. No Claimant may bring any legal action to recover benefits under this Plan until he or she has exhausted the internal administrative claims and appeals process described above. No legal action may be commenced at all, unless commenced no later than one year following the issuance of a final decision on the claim for benefits, or the expiration of the appeal decision period if no decision is issued. This one-year statute of limitations on suits for all benefits available under this Plan shall apply in any forum where such legal action is initiated.
SECTION 5. Section 409A Compliance; Changes in Law.
(a) It is the intention of the Company that the provisions of this Plan comply with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with Section 409A of the Code. In the event that the Company determines that any provision of this Plan does not comply with Section 409A of the Code or any such rules, regulations or guidance and that as a result any Participant may become subject to a tax under Section 409A of the Code, notwithstanding Section 8(l), the Company shall have the discretion to amend or modify such provision to avoid the application of such tax, and in no event shall any Participant’s consent be required for such amendment or modification. Notwithstanding any provision of this Plan to the contrary, each Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with amounts payable pursuant to this Plan (including any taxes arising under Section 409A of the Code), and the Company not shall have any obligation to indemnify or otherwise hold such Participant harmless from any or all of such taxes.
(b) In the event that the Company determines that any provision of this Plan violates, or would result in any material liability (other than liabilities for the Severance Benefits) to the Company under, any law, regulation, rule or similar authority of any governmental agency the Company shall be entitled, notwithstanding Section 8(l), to amend or modify such provision as the Company determines in its discretion to be necessary or desirable to avoid such violation or liability, and in no event shall any Participant’s consent be required for such amendment or modification.
(c) The payments under this Plan are designated as separate payments for purposes of the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4), the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), and the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). As a result, (i) payments that are made on or before the 15th day of the third month of the calendar year following the year that includes Participant’s Termination Date, (ii) any additional payments that are made on or before the last day of the second calendar year following the year of Participant’s Termination Date and do not exceed the lesser of two times Participant’s annual rate of pay in the year prior to the Termination Date or two times the limit under Code Section 401(a)(17) then in effect, and (iii) continued
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medical expense reimbursements during the applicable COBRA period, are intended to be exempt from the requirements of Section 409A of the Code.
(d) To the extent any amounts under this Plan are payable by reference to a Participant’s termination of Employment, such term and similar terms shall be deemed to refer to such Participant’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Plan, to the extent any payments hereunder constitute “nonqualified deferred compensation,” within the meaning of Section 409A of the Code (a “Section 409A Payment”), and Participant is a specified employee, within the meaning of Treasury Regulation Section 1.409A-1(i), as determined by the Company in accordance with any method permitted under Section 409A of the Code, as of the date of Participant’s separation from service, each such Section 409A Payment that is payable upon such Participant’s separation from service and would have been paid prior to the six-month anniversary of such Participant’s separation from service, shall be delayed until the earlier to occur of (i) the six-month anniversary of Participant’s separation from service and (ii) the date of Participant’s death. Further, to the extent that any amount is a Section 409A Payment and such payment is conditioned upon Participant’s execution of a release or Participation and Restrictive Covenant Agreement and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, then such Section 409A Payment shall be paid or provided in the later of the two taxable years.
(e) Any reimbursements payable to a Participant pursuant to this Plan or otherwise shall be paid to such Participant in no event later than the last day of the calendar year following the calendar year in which such Participant incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Plan shall not be subject to liquidation or exchange for any other benefit.
SECTION 6. Covenants. Each Participant’s participation in this Plan is conditioned upon Participant’s execution of a Participation and Restrictive Covenant Agreement within thirty (30) days after such agreement is delivered to such Participant (or such later date as permitted by the Plan Administrator). If a Participant breaches any of the covenants in the Participation and Restrictive Covenant Agreement, including any non-competition, non-solicitation, non-disparagement or confidentiality covenants contained therein, (i) Participant’s entitlement to Severance Benefits shall be null and void, (ii) all rights to receive or continue to receive Severance Benefits shall thereupon cease and (iii) Participant shall immediately repay to the Company all amounts theretofore paid to, and the value of all benefits theretofore received by, Participant. The foregoing shall not limit any other rights or remedies the Company may have existing in its favor, including injunctive relief.
SECTION 7. Offset; No Mitigation.
(a) To the extent permitted by Section 409A of the Code, the amount of a Participant’s payments under this Plan shall be reduced to the extent necessary to defray amounts owed by Participant due to unused expense account balances, overpayment of salary, awards or bonuses, advances or loans.
(b) In no event shall any Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Participant under any of the provisions of this Plan and, such amounts shall not be reduced whether or not Participant obtains other employment, except as expressly provided in Sections 3(a)(v) and 3(c).
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SECTION 8. Miscellaneous.
(a) Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if delivered in writing in person or by telecopy (or similar electronic means with a copy following by nationally recognized overnight courier) or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or at such other address as may hereafter be designated in writing by such party to the other parties.
If to the Company:
Angel Oak Mortgage, Inc.
3344 Peachtree Road NE, Suite 1725
Atlanta, GA 30326
Attention: General Counsel and Secretary
If to a Participant: At the most recent address on file with the Company
or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Plan shall be deemed to have been given when so delivered, sent or mailed.
(b) Choice of Law. This Plan shall be deemed to be made in Georgia, and, to the extent not preempted by ERISA or other federal law, the validity, interpretation, construction and performance of this plan in all respects shall be governed by the laws of Georgia without regard to its principles of conflicts of law.
(c) No Waiver. No failure by the Company or a Participant at any time to give notice of any breach by the Company or a Participant, or to require compliance with, any condition or provision of this Plan shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
(d) Severability. If a court of competent jurisdiction determines that any provision of this Plan is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Plan, and all other provisions shall remain in full force and effect.
(e) Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to this Plan all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to the Company’s employees generally.
(f) Headings. The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.
(g) Interpretations. For purposes of this Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation but rather shall be deemed to be followed by the words “without limitation”. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not
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mean simply “if.” Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.
(h) Successors. This Plan shall be binding upon and inure to the benefit of the Company and any successor of the Company, including without limitation any person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise and the Company shall require any such acquirer successor to assume this Plan and the obligations and liabilities contemplated thereunder, including, but not limited to the amendment and termination obligations contemplated under Section 8(l). Participants’ rights, benefits and obligations under this Plan are personal and shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by operation of law or otherwise, without the prior written consent of the Company.
(i) Non-Duplication. The Severance Benefits provided under this Plan are not intended to result in any duplicative benefits to Participant and this Plan shall be administered accordingly. Accordingly, the Plan Administrator, in good faith, shall exercise its discretion and to the extent permitted under applicable law, equitably offset against Participant’s severance benefits under this Plan against any other severance, termination, or similar benefits payable to Participant by the Company or amounts paid to comply with, or satisfy liability under, the Worker Adjustment and Retraining Notification Act or any other foreign, federal, state, or local law requiring payments in connection with any termination of Employment or workforce reduction, including, but not limited to, amounts paid in connection with paid leaves of absence, back pay, benefits, and other payments intended to satisfy such liability or alleged liability. For the avoidance of doubt, this Plan shall replace any agreements entered into between the Company and the Participant providing the Participant with severance or related benefits and the Participant shall not be entitled to benefits under both this Plan and any other severance plan or policy maintained by the Company or its Affiliates and amounts payable under this Plan shall be reduced by any amounts received or payable under any such severance plan or policy. To the extent that the Severance Benefits payable hereunder are deemed to be a substitute for a Section 409A Payment provided under another agreement with Participant, then the Severance Benefits payable hereunder shall be paid at the same time and in the same form as such substituted Section 409A Payment to the extent required to comply with Section 409A of the Code.
(j) Deemed Resignations. Any termination of a Participant’s Employment shall constitute an automatic resignation of such Participant as an officer of the Company and each Affiliate of the Company, an automatic resignation from the board of directors, if applicable, of the Company and each Affiliate of the Company and from the board of directors or similar governing body of any corporation, limited liability company or other entity in which the Company or any Affiliate holds an equity interest and with respect to which board or similar governing body such Participant serves as the Company’s or such Affiliate’s designee or other representative.
(k) No Guarantee of Employment. This Plan shall not be construed as creating any contract of Employment between the Company and its Affiliates, on the one hand, and any Participant, on the other hand, nor shall this Plan be construed as restricting in any way the rights of the Company or any of its Affiliates to terminate the Employment of any Participant at any time and for any reason subject, however, to any rights of a Participant under this Plan.
(l) Amendment and Termination of this Plan. Except as specifically provided in Section 5, the Committee may amend, modify or terminate this Plan at any time; provided, however, that (i) no such amendment, modification or termination will be effective unless each affected Participant has received
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written notice thereof at least twelve (12) months prior to such amendment, modification or termination becoming effective; (ii) no such amendment, modification or termination may materially impair the rights of a Participant whose Termination Date previously occurred; and (iii) a Participant’s right to receive payments or benefits with respect to a CIC Qualifying Termination shall not be adversely affected by an amendment or termination of this Plan that is made within six (6) months before or twelve (12) months after a Change in Control. The failure of the Company or a Participant to insist upon strict adherence to any term of this Plan on any occasion shall not be considered as a waiver of the rights of the Company or such Participant or deprive the Company or such Participant of the right thereafter to insist upon strict adherence to that term or any other term of this Plan. No failure or delay by the Company or any Participant in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. For the avoidance of doubt, a Participation’s participation in this Plan shall terminate upon the earliest to occur of (i) the date of termination of the Participant’s employment by the Company if no benefits are payable under the Plan, (ii) the date the Company satisfies its obligation, if any, to make payments and provide benefits to the Participant pursuant to the Plan, (iii) the removal of the Participant from participation in this Plan in accordance with Section 2, and (iv) termination of the Plan in accordance with this Section 8(l) prior to the date the Participant terminates employment with the Company.
SECTION 9. Survival. The provisions of this Plan, including Sections 3, Section 4, Section 5, Section 6, Section 7 and Section 8 shall survive and remain binding and enforceable, notwithstanding the expiration or termination of this Plan, the termination of a Participant’s Employment for any reason or any settlement of the financial rights and obligations arising from such Participant’s participation hereunder, to the extent necessary to preserve the intended benefits of such provisions.
* * * * * *
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IN WITNESS WHEREOF, the Company has caused this Plan to be executed on its behalf, to be effective as of the Effective Date.
ANGEL OAK MORTGAGE, INC. /s/ Robert Williams Robert Williams Chief Executive Officer and President | |||||
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EXHIBIT 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Robert Williams, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 of Angel Oak Mortgage, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) [Intentionally omitted];
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 13, 2021
| /s/ Robert J. Williams | ||
| Robert J. Williams | ||
| Chief Executive Officer and President | ||
EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Brandon Filson, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 of Angel Oak Mortgage, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) [Intentionally omitted];
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 13, 2021
| /s/ Brandon Filson | ||
| Brandon Filson | ||
| Chief Financial Officer and Treasurer | ||
EXHIBIT 32.1
CERTIFICATION
Pursuant to 18 U.S.C. §1350, the undersigned officer of Angel Oak Mortgage, Inc. (the “Registrant”) hereby certifies that the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: August 13, 2021
| /s/ Robert J. Williams | ||
| Robert J. Williams | ||
| Chief Executive Officer and President | ||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Quarterly Report or as a separate disclosure document.
EXHIBIT 32.2
CERTIFICATION
Pursuant to 18 U.S.C. §1350, the undersigned officer of Angel Oak Mortgage, Inc. (the “Registrant”) hereby certifies that the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: August 13, 2021
| /s/ Brandon Filson | ||
| Brandon Filson | ||
| Chief Financial Officer and Treasurer | ||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Quarterly Report or as a separate disclosure document.