UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

__________________________________________________

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

March 31, 2023

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number 001-35151

_____________________________________________________________________ 

AG MORTGAGE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)
_____________________________________________________________________ 

Maryland27-5254382
Maryland27-5254382
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
245 Park Avenue, 26th Floor
New York, New York
10167
(Address of Principal Executive Offices)(Zip Code)

(212) 692-2000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbols:Name of each exchange on which registered:
Common Stock, $0.01 par value per shareMITTNew York Stock Exchange (NYSE)
8.25% Series A Cumulative Redeemable Preferred StockMITT PrANew York Stock Exchange (NYSE)
8.00% Series B Cumulative Redeemable Preferred StockMITT PrBNew York Stock Exchange (NYSE)
8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred StockMITT PrCNew York Stock Exchange (NYSE)
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   xý    No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and 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   xý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filed,filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer¨     Accelerated filerxý Non-Accelerated filer¨ Smaller reporting company ¨  Emerging growth company  ¨ (Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   
Yes   ¨     No   x

ý


As of October 23, 2017,May 3, 2023, there were 28,192,54120,247,245 outstanding shares of common stock of AG Mortgage Investment Trust, Inc.




AG MORTGAGE INVESTMENT TRUST, INC.

TABLE OF CONTENTS

Page
Page
5





PART I

ITEM 1. FINANCIAL STATEMENTS

AG Mortgage Investment Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

  September 30, 2017  December 31, 2016 
       
Assets        
Real estate securities, at fair value:        
Agency - $1,857,336,576 and $972,232,174 pledged as collateral, respectively $2,057,208,953  $1,057,663,726 
Non-Agency - $905,878,564 and $990,985,143 pledged as collateral, respectively  929,893,801   1,043,017,308 
ABS - $35,918,646 and $21,231,956 pledged as collateral, respectively  53,223,788   21,231,956 
CMBS - $208,535,553 and $201,464,058 pledged as collateral, respectively  211,835,559   211,652,660 
Residential mortgage loans, at fair value - $20,767,883 and $31,031,107 pledged as collateral, respectively  23,867,531   38,195,576 
Commercial loans, at fair value - $32,800,000 pledged as collateral  57,398,663   60,068,800 
Investments in debt and equity of affiliates  89,081,520   72,215,919 
Excess mortgage servicing rights, at fair value  2,680,564   412,648 
Cash and cash equivalents  61,716,545   52,469,891 
Restricted cash  40,853,714   26,583,527 
Interest receivable  11,798,960   8,570,383 
Receivable on unsettled trades - $0 and $3,057,814 pledged as collateral, respectively  -   3,633,161 
Receivable under reverse repurchase agreements  -   22,680,000 
Derivative assets, at fair value  1,027,846   3,703,366 
Other assets  3,347,648   5,600,341 
Due from broker  538,842   945,304 
Total Assets $3,544,473,934  $2,628,644,566 
         
Liabilities        
Repurchase agreements $2,694,551,824  $1,900,509,806 
Securitized debt, at fair value  17,221,071   21,491,710 
Loan participation payable, at fair value  -   1,800,000 
Obligation to return securities borrowed under reverse repurchase agreements, at fair value  -   22,365,000 
Payable on unsettled trades  95,429,430   - 
Interest payable  5,342,257   2,570,854 
Derivative liabilities, at fair value  2,124,550   2,907,255 
Dividend payable  16,208,929   13,157,573 
Due to affiliates  4,377,194   3,967,622 
Accrued expenses  799,895   1,068,779 
Taxes payable  1,176,883   1,717,883 
Due to broker  616,020   1,211,694 
Total Liabilities  2,837,848,053   1,972,768,176 
Commitments and Contingencies (Note 12)        
Stockholders’ Equity        
Preferred stock - $0.01 par value; 50,000,000 shares authorized:        
8.25% Series A Cumulative Redeemable Preferred Stock, 2,070,000 shares issued and outstanding ($51,750,000 aggregate liquidation preference)  49,920,772   49,920,772 
8.00% Series B Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding ($115,000,000 aggregate liquidation preference)  111,293,233   111,293,233 
Common stock, par value $0.01 per share; 450,000,000 shares of common stock authorized and 28,189,441 and 27,700,154 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively  281,896   277,002 
Additional paid-in capital  585,395,566   576,276,322 
Retained earnings/(deficit)  (40,265,586)  (81,890,939)
Total Stockholders’ Equity  706,625,881   655,876,390 
         
Total Liabilities & Stockholders’ Equity $3,544,473,934  $2,628,644,566 

(in thousands, except per share data)
March 31, 2023December 31, 2022
Assets
Securitized residential mortgage loans, at fair value - $441,113 and $423,967 pledged as collateral, respectively (1)$3,968,770 $3,707,146 
Residential mortgage loans, at fair value - $126,131 and $353,039 pledged as collateral, respectively130,741 356,467 
Residential mortgage loans held for sale, at fair value - $0 and $64,984 pledged as collateral, respectively— 64,984 
Real estate securities, at fair value - $322,984 and $41,653 pledged as collateral, respectively322,984 43,719 
Investments in debt and equity of affiliates69,638 71,064 
Cash and cash equivalents87,876 84,621 
Restricted cash14,546 14,182 
Other assets27,381 27,595 
Total Assets$4,621,936 $4,369,778 
Liabilities
Securitized debt, at fair value (1)$3,505,529 $3,262,352 
Financing arrangements629,458 621,187 
Dividend payable3,684 3,846 
Other liabilities (2)21,352 19,593 
Total Liabilities4,160,023 3,906,978 
Commitments and Contingencies (Note 12)
Stockholders’ Equity
Preferred stock - $227,991 aggregate liquidation preference220,472 220,472 
Common stock, par value $0.01 per share; 450,000 shares of common stock authorized and 20,377 and 21,284 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively204 212 
Additional paid-in capital773,457 778,606 
Retained earnings/(deficit)(532,220)(536,490)
Total Stockholders’ Equity461,913 462,800 
Total Liabilities & Stockholders’ Equity$4,621,936 $4,369,778 
(1)These balances relate to certain residential mortgage loans which were securitized resulting in the Company consolidating the variable interest entities that were created to facilitate these securitizations as the Company was determined to be the primary beneficiary. See Note 3 for additional details.
(2)Refer to Note 7 and Note 10 for additional details on amounts payable to affiliates.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

1

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AG Mortgage Investment Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

  Three Months Ended  Three Months Ended  Nine Months Ended  Nine Months Ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Net Interest Income                
Interest income $33,592,587  $30,573,134  $92,773,014  $91,470,588 
Interest expense  11,959,225   8,525,365   30,322,030   25,482,661 
   21,633,362   22,047,769   62,450,984   65,987,927 
                 
Other Income                
Net realized gain/(loss)  22,286   9,578,488   (12,527,278)  (8,725,255)
Realized loss on periodic interest settlements of derivative instruments, net  (2,147,452)  (1,034,251)  (5,614,971)  (5,019,565)
Unrealized gain/(loss) on real estate securities and loans, net  14,892,809   13,461,216   53,189,925   33,260,103 
Unrealized gain/(loss) on derivative and other instruments, net  2,422,713   6,961,061   4,224,010   (4,792,369)
Other income  2,325   341,345   34,207   368,731 
   15,192,681   29,307,859   39,305,893   15,091,645 
                 
Expenses                
Management fee to affiliate  2,454,083   2,451,387   7,373,679   7,322,312 
Other operating expenses  2,602,473   2,870,662   8,247,060   8,581,726 
Servicing fees  22,991   121,806   184,993   359,150 
Equity based compensation to affiliate  60,859   75,774   225,877   217,928 
Excise tax  375,000   238,167   1,125,000   988,167 
   5,515,406   5,757,796   17,156,609   17,469,283 
                 
Income/(loss) before equity in earnings/(loss) from affiliates  31,310,637   45,597,832   84,600,268   63,610,289 
Equity in earnings/(loss) from affiliates  4,700,800   534,133   9,699,962   1,154,390 
Net Income/(Loss)  36,011,437   46,131,965   94,300,230   64,764,679 
                 
Dividends on preferred stock  3,367,354   3,367,354   10,102,062   10,102,062 
                 
Net Income/(Loss) Available to Common Stockholders $32,644,083  $42,764,611  $84,198,168  $54,662,617 
                 
Earnings/(Loss) Per Share of Common Stock                
Basic $1.17  $1.54  $3.03  $1.95 
Diluted $1.17  $1.54  $3.03  $1.95 
                 
Weighted Average Number of Shares of Common Stock Outstanding                
Basic  27,841,452   27,802,124   27,756,357   28,036,809 
Diluted  27,856,765   27,804,154   27,770,299   28,036,809 

(in thousands, except per share data)
Three Months Ended
March 31, 2023March 31, 2022
Net Interest Income
Interest income$57,803 $33,417 
Interest expense46,188 16,122 
Total Net Interest Income11,615 17,295 
Other Income/(Loss)
Net interest component of interest rate swaps1,020 (2,270)
Net realized gain/(loss)100 8,783 
Net unrealized gain/(loss)8,717 (22,420)
Total Other Income/(Loss)9,837 (15,907)
Expenses
Management fee to affiliate (1)2,075 1,962 
Non-investment related expenses (1)2,820 2,674 
Investment related expenses (1)2,326 2,021 
Transaction related expenses (1)1,707 5,879 
Total Expenses8,928 12,536 
Income/(loss) before equity in earnings/(loss) from affiliates12,524 (11,148)
Equity in earnings/(loss) from affiliates16 (2,054)
Net Income/(Loss)12,540 (13,202)
Dividends on preferred stock(4,586)(4,586)
Net Income/(Loss) Available to Common Stockholders$7,954 $(17,788)
Earnings/(Loss) Per Share of Common Stock
Basic$0.38 $(0.74)
Diluted$0.38 $(0.74)
Weighted Average Number of Shares of Common Stock Outstanding
Basic21,066 23,915 
Diluted21,066 23,915 
(1)Refer to Note 10 for additional details on related party transactions.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2


4



AG Mortgage Investment Trust, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(Unaudited)

        8.25 % Series A  8.00 % Series B          
        Cumulative  Cumulative          
  Common Stock  Redeemable  Redeemable  Additional  Retained    
  Shares  Amount  Preferred Stock  Preferred Stock  Paid-in Capital  Earnings/(Deficit)  Total 
 Balance at January 1, 2016  28,286,210  $282,863  $49,920,772  $111,293,233  $584,581,995  $(79,134,150) $666,944,713 
 Repurchase of common stock  (614,695)  (6,147)  -   -   (8,723,881)  -   (8,730,028)
 Grant of restricted stock and amortization of equity based compensation  26,735   267   -   -   307,567   -   307,834 
 Common dividends declared  -   -   -   -   -   (39,812,571)  (39,812,571)
 Preferred Series A dividends declared  -   -   -   -   -   (3,202,062)  (3,202,062)
 Preferred Series B dividends declared  -   -   -   -   -   (6,900,000)  (6,900,000)
 Net Income/(Loss)  -   -   -   -   -   64,764,679   64,764,679 
 Balance at September 30, 2016  27,698,250  $276,983  $49,920,772  $111,293,233  $576,165,681  $(64,284,104) $673,372,565 
                             
 Balance at January 1, 2017  27,700,154  $277,002  $49,920,772  $111,293,233  $576,276,322  $(81,890,939) $655,876,390 
 Net proceeds from issuance of common stock  460,932   4,610   -   -   8,713,545   -   8,718,155 
 Grant of restricted stock and amortization of equity based compensation  28,355   284   -   -   405,699   -   405,983 
 Common dividends declared  -   -   -   -   -   (42,572,815)  (42,572,815)
 Preferred Series A dividends declared  -   -   -   -   -   (3,202,062)  (3,202,062)
 Preferred Series B dividends declared  -   -   -   -   -   (6,900,000)  (6,900,000)
 Net Income/(Loss)  -   -   -   -   -   94,300,230   94,300,230 
 Balance at September 30, 2017  28,189,441  $281,896  $49,920,772  $111,293,233  $585,395,566  $(40,265,586) $706,625,881 

(in thousands)

For the Three Months Ended March 31, 2023 and March 31, 2022
Common StockPreferred 
Stock
Additional
Paid-in Capital
Retained
Earnings/(Deficit)
SharesAmountTotal
Balance at January 1, 202321,284 $212 $220,472 $778,606 $(536,490)$462,800 
Repurchase of common stock(923)(9)— (5,235)— (5,244)
Grant of restricted stock16 — 86 — 87 
Common dividends declared— — — — (3,684)(3,684)
Preferred dividends declared— — — — (4,586)(4,586)
Net Income/(Loss)— — — — 12,540 12,540 
Balance at March 31, 202320,377 $204 $220,472 $773,457 $(532,220)$461,913 
Common StockPreferred 
Stock
Additional
Paid-in Capital
Retained
Earnings/(Deficit)
SharesAmountTotal
Balance at January 1, 202223,908 $239 $220,472 $796,469 $(446,800)$570,380 
Grant of restricted stock— — 80 — 80 
Common dividends declared— — — — (5,022)(5,022)
Preferred dividends declared— — — — (4,586)(4,586)
Net Income/(Loss)— — — — (13,202)(13,202)
Balance at March 31, 202223,915 $239 $220,472 $796,549 $(469,610)$547,650 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

5




AG Mortgage Investment Trust, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

  Nine Months Ended  Nine Months Ended 
  September 30, 2017  September 30, 2016 
Cash Flows from Operating Activities        
Net income/(loss) $94,300,230  $64,764,679 
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:        
Net amortization of premium  6,264,375   5,671,320 
Net realized (gain)/loss  12,527,278   8,725,255 
Unrealized (gains)/losses on real estate securities and loans, net  (53,189,925)  (33,260,103)
Unrealized (gains)/losses on derivative and other instruments, net  (4,224,010)  4,792,369 
Equity based compensation to affiliate  225,877   217,928 
Equity based compensation expense  180,106   89,906 
Income from investments in debt and equity of affiliates in excess of distributions received  (1,935,439)  - 
Change in operating assets/liabilities:        
Interest receivable  (3,230,086)  2,284,296 
Other assets  69,909   334,590 
Due from broker  (6,084)  273,654 
Interest payable  7,729,867   (1,200,911)
Due to affiliates  409,572   180,446 
Accrued expenses  (256,610)  (633,420)
Taxes payable  (541,000)  (521,833)
Net cash provided by (used in) operating activities  58,324,060   51,718,176 
         
Cash Flows from Investing Activities        
Purchase of real estate securities  (1,572,649,795)  (523,078,732)
Origination of commercial loans  -   (10,428,437)
Purchase of commercial loans  (10,270,833)  - 
Purchase of U.S. Treasury securities  -   (358,417,649)
Purchase of excess mortgage servicing rights  (2,435,617)  - 
Investments in debt and equity of affiliates  (14,861,310)  (21,170,503)
Proceeds from sales of real estate securities  467,285,986   278,119,764 
Proceeds from sales of residential mortgage loans  13,760,936   35,606,480 
Proceeds from sales of U.S. treasury securities  -   487,081,984 
Distribution received from investments in debt and equity of affiliates  -   315,983 
Principal repayments on real estate securities  319,138,675   291,000,339 
Principal repayments on commercial loans  13,478,194   40,000,000 
Principal repayments on residential mortgage loans  5,871,829   2,476,335 
Net proceeds from/(payments made) on reverse repurchase agreements  22,680,932   (45,942,668)
Net proceeds from/(payments made) on sales of securities borrowed under reverse repurchase agreements  (22,413,242)  45,281,749 
Net settlement of interest rate swaps and other instruments  (13,728,973)  (10,613,258)
Net settlement of TBAs  3,002,891   445,586 
Proceeds from redemption of FHLBC Stock  -   8,013,900 
Cash flows provided by/(used in) other investing activities  3,366,843   1,271,471 
Restricted cash provided by/(used in) investing activities  (21,212,643)  (669,691)
Net cash provided by/(used in) investing activities  (808,986,127)  219,292,653 
         
Cash Flows from Financing Activities        
Repurchase of common stock  -   (9,928,615)
Net proceeds from issuance of common stock  8,730,428   - 
Borrowings under repurchase agreements  26,155,914,394   64,813,220,211 
Borrowings under FHLBC advances  -   147,215,991 
Repayments of repurchase agreements  (25,362,642,476)  (64,621,819,962)
Repayments of FHLBC advances  -   (544,109,991)
Proceeds from transfer of loan participation  -   1,564,266 
Repayments of loan participation  (1,800,000)  - 
Net collateral received from/(paid to) derivative counterparty  3,358,258   (4,324,597)
Net collateral received from/(paid to) repurchase counterparty  5,971,639   (2,787,829)
Dividends paid on common stock  (39,521,460)  (40,152,041)
Dividends paid on preferred stock  (10,102,062)  (10,102,062)
Net cash provided by/(used in) financing activities  759,908,721   (271,224,629)
         
Net change in cash and cash equivalents  9,246,654   (213,800)
Cash and cash equivalents, Beginning of Period  52,469,891   46,253,291 
Cash and cash equivalents, End of Period $61,716,545  $46,039,491 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest on repurchase agreements and FHLBC advances $26,763,198  $24,187,601 
Cash paid for income tax $1,732,709  $1,580,020 
Supplemental disclosure of non-cash financing and investing activities:        
Principal repayments on real estate securities not yet received $479,994  $2,137,131 
Common stock dividends declared but not paid $16,208,929  $13,156,669 
Decrease in securitized debt $4,310,904  $5,706,520 
Transfer from residential mortgage loans to other assets $2,305,814  $1,793,761 
Transfer from investments in debt and equity of affiliates to CMBS $-  $3,103,111 

(in thousands)
Three Months Ended
March 31, 2023March 31, 2022
Cash Flows from Operating Activities
Net income/(loss)$12,540 $(13,202)
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
Net amortization of premium/(discount)1,492 1,818 
Net realized (gain)/loss(100)(8,783)
Net unrealized (gain)/loss(8,717)22,420 
Equity based compensation expense87 80 
(Income)/loss from investments in debt and equity of affiliates in excess of distributions received142 2,393 
Change in operating assets/liabilities:
Other assets977 (1,924)
Other liabilities108 1,726 
Net cash provided by (used in) operating activities6,529 4,528 
Cash Flows from Investing Activities
Purchase of residential mortgage loans(22,834)(948,966)
Purchase of real estate securities(276,265)(79,564)
Investments in debt and equity of affiliates(700)(417)
Proceeds from sales of residential mortgage loans66,551 — 
Proceeds from sales of real estate securities— 197,232 
Principal repayments on residential mortgage loans73,956 146,388 
Principal repayments on real estate securities712 14,596 
Distributions received in excess of income from investments in debt and equity of affiliates1,983 5,318 
Net settlement of interest rate swaps and other instruments(1,175)30,473 
Net settlement of TBAs179 9,946 
Cash flows provided by (used in) other investing activities371 797 
Net cash provided by (used in) investing activities(157,222)(624,197)
Cash Flows from Financing Activities
Repurchase of common stock(5,244)— 
Net borrowings under (repayments of) financing arrangements8,271 (366,250)
Deferred financing costs paid(9)(17)
Proceeds from issuance of securitized debt235,709 1,078,189 
Principal repayments on securitized debt(66,957)(116,866)
Net collateral received from (paid to) derivative counterparty(9,026)30,162 
Dividends paid on common stock(3,846)(5,021)
Dividends paid on preferred stock(4,586)(4,586)
Net cash provided by (used in) financing activities154,312 615,611 
Net change in cash and cash equivalents and restricted cash3,619 (4,058)
Cash and cash equivalents and restricted cash, Beginning of Period98,803 100,229 
Cash and cash equivalents and restricted cash, End of Period$102,422 $96,171 
Supplemental disclosure of cash flow information:
Cash paid for interest on financing arrangements and securitized debt$42,932 $13,532 
Cash paid for excise and income taxes$— $
6



Three Months Ended
March 31, 2023March 31, 2022
Supplemental disclosure of non-cash financing and investing activities:
Receivable on unsettled trades$— $107,788 
Common stock dividends declared but not paid$3,684 $5,022 
Transfer from residential mortgage loans to other assets$915 $707 

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
March 31, 2023March 31, 2022
Cash and cash equivalents$87,876 $50,541 
Restricted cash14,546 45,630 
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows$102,422 $96,171 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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7



AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

(Unaudited)

March 31, 2023
1. Organization


AG Mortgage Investment Trust, Inc. (the “Company”"Company") is a residential mortgage REIT with a focus on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market. The Company’s investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market. The Company obtains its assets through Arc Home, LLC ("Arc Home"), a residential mortgage loan originator in which it owns an approximate 44.6% interest, and through other third-party origination partners.

The Company’s assets, excluding its ownership in Arc Home, include Residential Investments and Agency RMBS. Currently, its Residential Investments primarily consist of newly originated Non-Agency Loans and Agency-Eligible Loans. The Company may invest in other types of residential mortgage loans and other mortgage related assets. The Company also invests in Residential Investments through its unconsolidated ownership interests in affiliates which are included in the "Investments in debt and equity of affiliates" line item on its consolidated balance sheets.

The Company's asset classes are primarily comprised of the following:
Asset ClassDescription
Residential Investments
Non-Agency Loans(1)
Non-Agency Loans are loans that do not conform to the underwriting guidelines of a government-sponsored enterprise ("GSE"). Non-Agency Loans consist of Qualified mortgage loans ("QM Loans") and Non-Qualified mortgage loans ("Non-QM Loans"). QM Loans are residential mortgage loans that comply with the Ability-To-Repay rules and related guidelines of the Consumer Finance Protection Bureau.
Agency-Eligible Loans(1)
Agency-Eligible Loans are loans that are underwritten in accordance with GSE guidelines and are primarily secured by investment properties, but are not guaranteed by a GSE. Although these loans are underwritten in accordance with GSE guidelines and can be delivered to Fannie Mae and Freddie Mac, the Company includes these loans within its Non-Agency securitizations.
Re- and Non-Performing Loans(1)
Performing, re-performing, and non-performing loans are residential mortgage loans collateralized by a first lien mortgaged property.
Non-Agency Residential Mortgage-Backed Securities ("RMBS")(2)
Non-Agency RMBS represent fixed- and floating-rate RMBS issued by entities other than U.S. GSEs or agencies of the U.S. government. The mortgage loan collateral consists of either Non-Agency Loans or Agency-Eligible Loans.
Agency RMBS(2)
Agency RMBS represent interests in pools of residential mortgage loans guaranteed by a GSE such as Fannie Mae or Freddie Mac, or an agency of the U.S. Government such as Ginnie Mae.
(1)These investments are included in the "Securitized residential mortgage loans, at fair value," "Residential mortgage loans, at fair value," and "Residential mortgage loans held for sale, at fair value" line items on the consolidated balance sheets.
(2)These investments are included in the "Real estate securities, at fair value" line item on the consolidated balance sheets.

The Company conducts its business through one reportable segment, Loans and Securities, which reflects how the Company manages its business and analyzes and reports its results of operations.

The Company was incorporated in the state of Maryland on March 1, 2011 and commenced operations in July 2011. The Company is focused on investing in, acquiringconducts its operations to qualify and managingbe taxed as a diversified portfolio of residential mortgage-backed securities, or RMBS, issued or guaranteed by a government-sponsored entity such as Fannie Mae or Freddie Mac (collectively, “GSEs”), or any agency of the U.S. Government such as Ginnie Mae (collectively, “Agency RMBS”), and other real estate-related securities and financial assets, including Non-Agency RMBS, ABS, CMBS and loans (as defined below).

Non-Agency RMBS represent fixed- and floating-rate RMBS issued by entities or organizations other than a U.S. government-sponsored entity or agency of the U.S. government, including investment grade (AAA through BBB) and non-investment grade classes (BB and below). The mortgage loan collateral for Non-Agency RMBS consists of residential mortgage loans that do not generally conform to underwriting guidelines issued by U.S. government agencies or U.S. government-sponsored entities.

Asset Backed Securities (“ABS”) are securitized investments similar to the aforementioned investments except the underlying assets are diverse, not only representing real estate related assets.

Commercial Mortgage Backed Securities (“CMBS”investment trust ("REIT") represent investmentsunder the Internal Revenue Code of fixed- and floating-rate CMBS, including investment grade (AAA through BBB) and non-investment grade classes (BB and below) secured by, or evidence an ownership interest in, a single commercial mortgage loan or a pool of commercial mortgage loans.

Collectively, the Company refers to Agency RMBS, Non-Agency RMBS, ABS and CMBS asset types1986, as “real estate securities” or “securities”amended (the "Code").

Commercial loans are secured by an interest in commercial real estate and represent a contractual right to receive money on demand or on fixed or determinable dates. Residential mortgage loans refer to performing, re-performing and non-performing loans secured by a first lien mortgage on residential mortgaged property located in any of the 50 states of the United States or in the District of Columbia. The Company refers to its residential and commercial mortgage loans as “mortgage loans” or “loans.”

The Company is externally managed by AG REIT Management, LLC, a Delaware limited liability company (the “Manager”"Manager"), a wholly-owned subsidiary of Angelo, Gordon & Co., L.P. (“("Angelo Gordon”Gordon"), a privately-held, SEC-registered investment adviser, pursuant to a management agreement.adviser. The Manager pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the management agreement.

The Company conducts its operations


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AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to qualify and be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”).

Consolidated Financial Statements (Unaudited)

March 31, 2023
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.


2. Summary of significant accounting policies

Consolidation and basis of presentation

The accompanying unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”("GAAP") for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain prior period amounts have beenFor the three months ended March 31, 2022, the Company reclassified to conform to$2.7 million and $1.0 million of other operating expenses into the current period’s presentation."Non-investment related expenses" and "Investment related expenses" line items on the consolidated statement of operations, respectively. Furthermore for the three months ended March 31, 2022, the Company reclassified $1.0 million of servicing fees into the "Investment related expenses" line item on the consolidated statement of operations. In the opinion of management, all adjustments considered necessary for a fair statement for the interim period of the Company’s financial position, results of operations, and cash flows have been included for the interim period and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year.

Cash and cash equivalents

Cash is comprised


Significant accounting policies

There have been no significant changes to the Company's accounting policies included in Note 2 to the consolidated financial statements of cash on deposit with financial institutions. The Company classifies highly liquid investments with original maturities of three months or less from the date of purchase as cash equivalents. As of September 30, 2017 and Company’s Form 10-K for the year ended December 31, 2016, the Company held no cash equivalents. The Company places its cash2022.These unaudited consolidated financial statements and related notes should be read in conjunction with high credit quality institutions to minimize credit risk exposure. Cash pledged to the Company as collateral is unrestricted in use and, accordingly, is included as a component of “Cash and cash equivalents” on the consolidated balance sheets. Any cash held byfinancial statements and related notes for the Company as collateral isyear ended December 31, 2022 included in the “Due to broker” line item on the consolidated balance sheets and in cash flows from financing activities on the consolidated statement of cash flows. Any cash due to the Company in the form of principal payments is included in the “Due from broker” line item on the consolidated balance sheets and in cash flows from operating activities on the consolidated statement of cash flows.

5
Company’s Form 10-K.


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Restricted cash

Restricted cash includes cash pledged as collateral for clearing and executing trades, derivatives and repurchase agreements and is not available to the Company for general corporate purposes. Restricted cash may be returned to the Company when the related collateral requirements are exceeded or at the maturity of the derivative or repurchase agreement. Restricted cash is carried at cost, which approximates fair value. Restricted cash does not include variation margin on centrally cleared derivatives. See Note 7 for more detail.

Offering costs

The Company incurred offering costs in connection with common stock offerings. The offering costs were paid out of the proceeds of the respective offerings. Offering costs in connection with common stock offerings have been accounted for as a reduction of additional paid-in capital.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Earnings/(Loss) per share

In accordance with the provisions of Accounting Standards Codification (“ASC”) 260, “Earnings per Share,” the Company calculates basic income/(loss) per share by dividing net income/(loss) available to common stockholders for the period by weighted-average shares of the Company’s common stock outstanding for that period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options, warrants, unvested restricted stock and unvested restricted stock units but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. In periods in which the Company records a loss, potentially dilutive securities are excluded from the diluted loss per share calculation, as their effect on loss per share is anti-dilutive.

Valuation of financial instruments

The fair value of the financial instruments that the Company records at fair value will be determined by the Manager, subject to oversight of the Company’s board of directors, and in accordance with ASC 820, “Fair Value Measurements and Disclosures.” When possible, the Company determines fair value using independent data sources. ASC 820 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.

The three levels of the hierarchy under ASC 820 are described below: 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 – Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Company’s assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available.

Transfers between levels are assumed to occur at the beginning of the reporting period.

Accounting for real estate securities

Investments in real estate securities are recorded in accordance with ASC 320-10, “Investments – Debt and Equity Securities”, ASC 325-40, “Beneficial Interests in Securitized Financial Assets”, or ASC 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality”. The Company has chosen to make a fair value election pursuant to ASC 825, “Financial Instruments” for its real estate securities portfolio. Real estate securities are recorded at fair market value on the consolidated balance sheets and the periodic change in fair market value is recorded in current period earnings on the consolidated statement of operations as a component of “Unrealized gain/(loss) on real estate securities and loans, net.” Real estate securities acquired through securitizations are shown in the line item “Purchase of real estate securities” on the consolidated statement of cash flows.

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AG Mortgage

Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

These investments meet the requirements to be classified as available for sale under ASC 320-10-25 which requires the securities to be carried at fair value on the consolidated balance sheets with changes in fair value recorded to other comprehensive income, a component of stockholders’ equity. Electing the fair value option allows the Company to record changes in fair value in the consolidated statement of operations, which, in management’s view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner.

When the Company purchases securities with evidence of credit deterioration since origination, it will analyze to determine if the guidance found in ASC 310-30 is applicable.

The Company accounts for its securities under ASC 310 and ASC 325 and evaluates securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis. The determination of whether a security is other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. When the fair value of a real estate security is less than its amortized cost at the balance sheet date, the security is considered impaired, and the impairment is designated as either “temporary” or “other-than-temporary.”

When a real estate security is impaired, an OTTI is considered to have occurred if (i) the Company intends to sell the security (i.e., a decision has been made as of the reporting date) or (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If the Company intends to sell the security or if it is more likely than not that the Company will be required to sell the real estate security before recovery of its amortized cost basis, the entire amount of the impairment loss, if any, is recognized in earnings as a realized loss and the cost basis of the security is adjusted to its fair value. Additionally for securities accounted for under ASC 325-40 an OTTI is deemed to have occurred when there is an adverse change in the expected cash flows to be received and the fair value of the security is less than its carrying amount. In determining whether an adverse change in cash flows occurred, the present value of the remaining cash flows, as estimated at the initial transaction date (or the last date previously revised), is compared to the present value of the expected cash flows at the current reporting date. The estimated cash flows reflect those a “market participant” would use and include observations of current information and events, and assumptions related to fluctuations in interest rates, prepayment speeds and the timing and amount of potential credit losses. Cash flows are discounted at a rate equal to the current yield used to accrete interest income. Any resulting OTTI adjustments are reflected in the “Net realized gain/(loss)” line item on the consolidated statement of operations.

The determination as to whether an OTTI exists is subjective, given that such determination is based on information available at the time of assessment as well as the Company’s estimate of the future performance and cash flow projections for the individual security. As a result, the timing and amount of an OTTI constitutes an accounting estimate that may change materially over time.

Increases in interest income may be recognized on a security on which the Company previously recorded an OTTI charge if the performance of such security subsequently improves.

Any remaining unrealized losses on securities at September 30, 2017 do not represent other than temporary impairment as the Company has the ability and intent to hold the securities to maturity or for a period of time sufficient for a forecasted market price recovery up to or above the amortized cost of the investment, and the Company is not required to sell the security for regulatory or other reasons. In addition, any unrealized losses on the Company’s Agency RMBS accounted for under ASC 320 are not due to credit losses given their explicit guarantee of principal and interest by the GSEs, but rather are due to changes in interest rates and prepayment expectations. See Note 3 for a summary of OTTI charges recorded.

Sales of securities

Sales of securities are driven by the Manager’s portfolio management process. The Manager seeks to mitigate risks including those associated with prepayments, defaults, severities, amongst others and will opportunistically rotate the portfolio into securities with more favorable attributes. Strategies may also be employed to manage net capital gains, which need to be distributed for tax purposes.

Realized gains or losses on sales of securities, loans and derivatives are included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The cost of positions sold is calculated using a first in, first out, or FIFO, basis. Realized gains and losses are recorded in earnings at the time of disposition.

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consolidation

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Accounting for mortgage loans

Investments in mortgage loans are recorded in accordance with ASC 310-10. At purchase, the Company aggregates its mortgage loans into pools based on common risk characteristics. Once a pool of loans is assembled, its composition is maintained. The Company has chosen to make a fair value election pursuant to ASC 825 for its mortgage loan portfolio. Loans are recorded at fair market value on the consolidated balance sheets and any periodic change in fair market value will be recorded in current period earnings on the consolidated statement of operations as a component of “Unrealized gain/(loss) on real estate securities and loans, net.”

The Company amortizes or accretes any premium or discount over the life of the related loan utilizing the effective interest method. On at least a quarterly basis, the Company evaluates the collectability of both interest and principal of each loan, if circumstances warrant, to determine whether they are impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated and recorded accordingly. Income recognition is suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan is written off when it is no longer realizable and/or legally discharged.

When the Company purchases mortgage loans with evidence of credit deterioration since origination and it determines that it is probable it will not collect all contractual cash flows on those loans, it will apply the guidance found in ASC 310-30. Mortgage loans that are delinquent 60 or more days are considered non-performing.

The Company updates its estimate of the cash flows expected to be collected on at least a quarterly basis for loans accounted for under ASC 310-30. In estimating these cash flows, there are a number of assumptions that will be subject to uncertainties and contingencies including both the rate and timing of principal and interest receipts, and assumptions of prepayments, repurchases, defaults and liquidations. If based on the most current information and events it is probable that there

An entity is a significant increase in cash flows previously expected to be collected or if actual cash flows are significantly greater than cash flows previously expected, the Company will recognize these changes prospectively through an adjustment of the loan’s yield over its remaining life. The Company will adjust the amount of accretable yield by reclassification from the nonaccretable difference. The adjustment is accounted for as a change in estimate in conformity with ASC 250, “Accounting Changes and Error Corrections” with the amount of periodic accretion adjusted over the remaining life of the loan. Decreases in cash flows expected to be collected from previously projected cash flows, which includes all cash flows originally expected to be collected by the investor plus any additional cash flows expected to be collected arising from changes in estimate after acquisition, are recognized as impairment. Increases in interest income may be recognized on a loan on which the Company previously recorded an OTTI charge if the performance of such loan subsequently improves.

Investments in debt and equity of affiliates

The Company’s unconsolidated ownership interests in affiliates are accounted for using the equity method. A majority of the Company’s investments held through affiliated entities are comprised of real estate securities and loans. These underlying entities have chosen to make a fair value election on their financial instruments pursuant to ASC 825; as such, the Company will treat these investments consistently with this election. As of September 30, 2017 and December 31, 2016, these investments had a fair market value of $79.8 million and $69.0 million, respectively.

In December 2015, the Company, alongside private funds under the management of Angelo, Gordon, through AG Arc LLC, one of the Company’s indirect subsidiaries (“AG Arc”), formed Arc Home LLC (“Arc Home”). The Company has chosen to make a fair value election with respect to its investment in AG Arc pursuant to ASC 825. As of September 30, 2017 and December 31, 2016, the Company’s interest in AG Arc had a fair market value of $17.8 million and $12.9 million, respectively. See Note 10 for additional detail.

In August 2017, the Company, alongside private funds under the management of Angelo, Gordon, formed Mortgage Acquisition Holding I LLC (“MATH”) to conduct a residential mortgage investment strategy. MATH in turn sponsored the formation of an entity called Mortgage Acquisition Trust I LLC (“MATT”), which is expected to make an election to be treated as a Real Estate Investment Trust beginning with the 2018 tax year. MATT intends to purchase residential mortgage loans that are not eligible for delivery to Fannie Mae, Freddie Mac or Ginnie Mae. In furtherance of this business, MATH’s sponsoring funds, which include the Company, have agreed to provide up to $75.0 million of capital to MATH for use in this mortgage investment business. The Company’s share of MATH’s total capital commitment to MATT is $33.4 million. The Company will invest in MATT through MATH, and these indirect subsidiaries have chosen to make a fair value election on their respective financial instruments pursuant to ASC 825. As such, the Company will treat this investment consistently with this election. As of September 30, 2017, the Company had not funded any of its commitment to MATH.

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AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

The Company’s investments in debt and equity of affiliates are recorded at fair market value on the consolidated balance sheets in the “Investments in debt and equity of affiliates” line item and periodic changes in fair market value are recorded in current period earnings on the consolidated statement of operations as a component of “Equity in earnings/(loss) from affiliates.” Capital contributions, distributions and profits and losses of such entities are allocated in accordance with the terms of the applicable agreements.

Excess mortgage servicing rights

The Company has acquired the right to receive the excess servicing spread related to excess mortgage servicing rights (“Excess MSRs”). The Company has chosen to make a fair value election pursuant to ASC 825 for Excess MSRs. Excess MSRs are recorded at fair market value on the consolidated balance sheets and any periodic change in fair market value is recorded in current period earnings on the consolidated statement of operations as a component of “Unrealized gain/(loss) on derivative and other instruments, net.”

Investment consolidation and transfers of financial assets

For each investment made, the Company evaluates the underlying entity that issued the securities acquired or to which the Company makes a loan to determine the appropriate accounting. A similar analysis will be performed for each entity with which the Company enters into an agreement for management, servicing or related services. In performing the analysis, the Company refers to guidance in ASC 810-10, “Consolidation.” In situations where the Company is the transferor of financial assets, the Company refers to the guidance in ASC 860-10 “Transfers and Servicing.”

In variable interest entities (“VIEs”), an entity is subject to consolidation under ASC 810-10("VIE") if the equity investors either(i) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, (ii) are unable to direct the entity’s activities or (iii) are not exposed to the entity’s losses or entitled to its residual returns. VIEs within the scope of ASCAccounting Standards Codification ("ASC") 810-10, "Consolidation" are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is determined to be the party that has both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. This determination can sometimes involve complex and subjective analyses. Further, ASC 810-10 also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE. In accordance with ASC 810-10, all transferees, including variable interest entities, must be evaluated for consolidation. See Note 3 for more detail.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. The company adopted ASU 2015-02 on January 1, 2016 using the modified retrospective approach, which did not require the restatement of prior periods to conform to the post-adoption presentation. The Company concluded the adoption of this guidance did not have a material impact on its financial statements.

The Company has entered into resecuritization transactions which result in the Company consolidating the VIEs that were created to facilitate the transactions and to which the underlying assets in connection with the resecuritization were transferred. In determining the accounting treatment to be applied to these resecuritization transactions, the Company evaluated whether the entities used to facilitate these transactions were VIEs and, if so, whether they should be consolidated. Based on its evaluation, the Company concluded that the VIEs should be consolidated. If the Company had determineddetermines that consolidation wasis not required, it would havewill then assessedassess whether the transfer of the underlying assets would qualify as a sale, or should be accounted for as secured financings under GAAP.

The Company may periodically enter into transactions in which it transfers assets to a third party. Upon a transfer of financial assets, the Company will sometimes retainGAAP, or acquire senior or subordinated interests in the related assets. Pursuant to ASC 860-10, a determination must be made as to whether a transferor has surrendered control over transferred financial assets. That determination must consider the transferor’s continuing involvement in the transferred financial asset, including all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of the transfer. The financial components approach under ASC 860-10 limits the circumstances in which a financial asset, or portion of a financial asset, should be derecognized when the transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented and/or when the transferor has continuing involvement with the transferred financial asset. It defines the term “participating interest” to establish specific conditions for reporting a transfer of a portion of a financial asset as a sale.

Under ASC 860-10, after a transfer of financial assets that meets the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transferred control—an entity recognizes the financial and servicing assets it acquired or retained and the liabilities it has incurred, derecognizes financial assets it has sold and derecognizes liabilities when extinguished. The transferor would then determine the gain or loss on sale of financial assets by allocating the carrying value of the underlying mortgage between securities or loans sold and the interests retained based on their fair values. The gain or loss on sale is the difference between the cash proceeds from the sale and the amount allocated to the securities or loans sold. When a transfer of financial assets does not qualify for sale accounting, ASC 860-10 requires the transfer to be accounted for as a secured borrowing with a pledge of collateral.

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AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

On February 12, 2016, the Company originated a $12.0 million commercial loan and at closing, transferred a 15% or $1.8 million interest in the loan to an unaffiliated third party. The Company, as transferor, evaluated the transfer under ASC 860-10, and concluded the transferred participation interest should be accounted for as a secured borrowing. The Company has recorded the $12.0 million commercial loan on its consolidated balance sheets as an asset in the “Commercial loans, at fair value” line item. The Company has recorded a $1.8 million liability in the “Loan participation payable, at fair value” line item representing the transfer of the participation interest. The Company has chosen to make a fair value electionequity method investment, depending on the consolidated interest pursuant to ASC 825. The holder of the participation interest has no recourse to the general credit of the Company. The commercial loan was paid off in full in February 2017. The principal and interest due on the loan participation was paid from these proceeds. See Note 4 for more detail.

From time to time, the Company may securitize mortgage loans it holds if such financing is available. These transactions will be recorded in accordance with ASC 860-10 and will be accounted for as either a “sale” and the loans will be removed from the consolidated balance sheets or as a “financing” and will be classified as “real estate securities” on the consolidated balance sheets, depending upon the structure of the securitization transaction. ASC 860-10 is a standard that may require the Company to exercise significant judgment in determining whether a transaction should be recorded as a “sale” or a “financing.”

Interest income recognition

Interest income on the Company’s real estate securities portfolio is accrued based on the actual coupon rate and the outstanding principal balance of such securities. The Company has elected to record interest in accordance with ASC 835-30-35-2 using the effective interest method for all securities accounted for under the fair value option (ASC 825). As such, premiums and discounts are amortized or accreted into interest income over the lives of the securities in accordance with ASC 310-20, “Nonrefundable Fees and Other Costs,” ASC 320-10 or ASC 325-40 as applicable. Total interest income is recorded in the “Interest income” line item on the consolidated statement of operations.

On at least a quarterly basis for securities accounted for under ASC 320-10 and ASC 310-20 (generally Agency RMBS, exclusive of interest-only securities), prepayments of the underlying collateral must be estimated, which directly affect the speed at which the Company amortizes premiums on its securities. If actual and anticipated cash flows differ from previous estimates, the Company recognizes a “catch-up” adjustment in the current period to the amortization of premiums for the impact of the cumulative change in the effective yield through the reporting date.

Similarly, the Company also reassesses the cash flows on at least a quarterly basis for securities accounted for under ASC 325-40 (generally Non-Agency RMBS, ABS, CMBS and interest-only securities). In estimating these cash flows, there are a number of assumptions that will be subject to uncertainties and contingencies. These include the rate and timing of principal and interest receipts (including assumptions of prepayments, repurchases, defaults and liquidations), the pass-through or coupon rate and interest rate fluctuations. In addition, interest payment shortfalls due to delinquencies on the underlying mortgage loans have to be estimated. Differences between previously estimated cash flows and current actual and anticipated cash flows are recognized prospectively through an adjustment of the yield over the remaining life of the security based on the current amortized cost of the investment as adjusted for credit impairment, if any.

Interest income on the Company’s loan portfolio is accrued based on the actual coupon rate and the outstanding principal balance of such loans. The Company has elected to record interest in accordance with ASC 835-30-35-2 using the effective interest method for all loans accounted for under the fair value option (ASC 825). Any amortization will be reflected as an adjustment to interest income in the consolidated statement of operations.

For security and loan investments purchased with evidence of deterioration of credit quality for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments receivable, the Company will apply the provisions of ASC 310-30. For purposes of income recognition, the Company aggregates loans that have common risk characteristics into pools and uses a composite interest rate and expectation of cash flows expected to be collected for the pool. ASC 310-30 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. ASC 310-30 limits the yield that may be accreted (accretable yield) to the excess of the investor’s estimate of undiscounted expected principal, interest and other cash flows (cash flows expected at acquisition to be collected) over the investor’s initial investment in the loan. ASC 310-30 requires that the excess of contractual cash flows over cash flows expected to be collected (nonaccretable difference) not be recognized as an adjustment of yield, loss accrual or valuation allowance. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through an adjustment of the loan’s yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment.

The Company’s accrual of interest, discount accretion and premium amortization for U.S. federal and other tax purposes differs from the financial accounting treatment of these items as described above.

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circumstances.

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Repurchase agreements and FHLBC Advances

The Company finances the acquisition of certain assets within its portfolio through the use of repurchase agreements. Prior to March 31, 2016, the Company also financed its Agency RMBS portfolio with advances from the Federal Home Loan Bank of Cincinnati (“FHLBC Advances”) (see the following paragraph regarding the current status of the FHLBC Advances). Repurchase agreements are, and while the Company had them, FHLBC Advances were treated as collateralized financing transactions and carried at primarily their contractual amounts, including accrued interest, as specified in the respective agreements. The carrying amount of the Company’s repurchase agreements and FHLBC Advances approximates fair value.

In July 2015, the Company’s wholly-owned captive insurance subsidiary, MITT Insurance Company LLC (“MITT Insurance”), was granted membership in the Federal Home Loan Bank (“FHLB”) system, specifically in the FHLB of Cincinnati (“FHLBC”). However, in January 2016, the Federal Housing Finance Agency, the FHFA, issued RIN 2590-AA39, Members of Federal Home Loan Banks (“the Final Rule”), which expressly excludes captive insurance companies, such as MITT Insurance (“Excluded Captives”), from being eligible for membership in the FHLBC. The Final Rule prevents the FHLBC from making any new advances or extending any existing advances to Excluded Captives, subject to a defined grace period. Upon the termination of membership, the FHLB must liquidate all outstanding advances to Excluded Captives and settle all other business transactions in accordance with the Final Rule. In addition, all FHLB stock held by the terminated Excluded Captive will be repurchased or redeemed at the FHLB’s discretion. Therefore, MITT Insurance must completely wind down all business relationships with the FHLBC, including the repayment of all outstanding advances, prior to or simultaneously with the termination of MITT Insurance’s membership with the FHLBC. As a result of the Final Rule, MITT Insurance exited all FHLBC Advances and as of September 30, 2017, the Company had no outstanding advances with the FHLBC. See the “Other investments” section below for a discussion on FHLBC stock.

The Company pledges certain securities or loans as collateral under repurchase agreements with financial institutions, the terms and conditions of which are negotiated on a transaction-by-transaction basis. The amounts available to be borrowed are dependent upon the fair value of the securities or loans pledged as collateral, which fluctuates with changes in interest rates, type of security and liquidity conditions within the banking, mortgage finance and real estate industries. In response to declines in fair value of pledged assets, lenders may require the Company to post additional collateral or pay down borrowings to re-establish agreed upon collateral requirements, referred to as margin calls. As of September 30, 2017 and December 31, 2016, the Company has met all margin call requirements.

Other investments

At September 30, 2017 and December 31, 2016 the Company owned FHLBC stock totaling $2,000. The Company has chosen to make a fair value election pursuant to ASC 825 for its stock investment in FHLBC which is recorded in the “Other assets” line item on the Company’s consolidated balance sheets. When evaluating FHLBC stock for impairment, the Company considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of September 30, 2017, the Company had not recognized an impairment charge related to its FHLBC stock. The Company is entitled to a quarterly dividend on the weighted average shares of stock it holds during the period and records the dividend in “Interest income” on its consolidated statement of operations. For the three and nine months ended September 30, 2017, the Company recorded an immaterial amount of dividend income on its FHLBC stock. For the three and nine months ended September 30, 2016, the Company recorded dividend income on its FHLBC stock of approximately $0.0 million and $0.1 million, respectively.

Accounting for derivative financial instruments

The Company enters into derivative contracts as a means of mitigating interest rate risk rather than to enhance returns. The Company accounts for derivative financial instruments in accordance with ASC 815-10, “Derivatives and Hedging.” ASC 815-10 requires an entity to recognize all derivatives as either assets or liabilities on the balance sheet and to measure those instruments at fair value. Additionally, if or when hedge accounting is elected, the fair value adjustments will affect either other comprehensive income in stockholders’ equity until the hedged item is recognized in earnings or net income depending on whether the derivative instrument is designated and qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. As of September 30, 2017 and December 31, 2016, the Company did not have any interest rate derivatives designated as hedges. All derivatives have been recorded at fair value in accordance with ASC 820-10, with corresponding changes in value recognized in the consolidated statement of operations. The Company records derivative asset and liability positions on a gross basis with respect to its counterparties. The Company records the daily receipt or payment of variation margin associated with the Company’s centrally cleared derivative instruments on a net basis. Refer to Note 7 for a discussion of this accounting treatment. During the period in which the Company unwinds a derivative, it records a realized gain/(loss) in the “Net realized gain/(loss)” line item in the consolidated statement of operations.

11

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

To-be-announced securities

A to-be-announced security (“TBA”) is a forward contract for the purchase or sale of Agency RMBS at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency RMBS delivered into or received from the contract upon the settlement date, published each month by the Securities Industry and Financial Markets Association, are not known at the time of the transaction. The Company may also choose, prior to settlement, to move the settlement of these securities out to a later date by entering into an offsetting short or long position (referred to as a pair off), net settling the paired off positions for cash, simultaneously purchasing or selling a similar TBA contract for a later settlement date. This transaction is commonly referred to as a dollar roll. The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to Agency RMBS for settlement in the current month. This difference, or discount, is referred to as the price drop. The price drop is the economic equivalent of net interest carry income on the underlying Agency RMBS over the roll period (interest income less implied financing cost) and is commonly referred to as dollar roll income/(loss). Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing. Dollar roll income is recognized in the consolidated statement of operations in the line item “Unrealized gain/(loss) on derivative and other instruments, net.”

The Company presents the purchase or sale of TBAs net of the corresponding payable or receivable, respectively, until the settlement date of the transaction. Contracts for the purchase or sale of Agency RMBS are accounted for as derivatives if they do not qualify for the “regular way” security trade scope exception found in ASC 815-10. To be eligible for this scope exception, the contract must meet the following conditions: (1) there is no other way to purchase or sell that security, (2) delivery of that security and settlement will occur within the shortest period possible for that type of security, and (3) it is probable at inception and throughout the term of the individual contract that the contract will not settle net and will result in physical delivery of a security when it is issued. Unrealized gains and losses associated with TBA contracts not meeting the regular-way exception and not designated as hedging instruments are recognized in the consolidated statement of operations in the line item “Unrealized gain/(loss) on derivative and other instruments, net.”

U.S. Treasury securities

The Company may purchase long or sell short U.S. Treasury securities to help mitigate the potential impact of changes in interest rates. The Company may finance its purchase of U.S. Treasury securities with overnight repurchase agreements. The Company may borrow securities to cover short sales of U.S. Treasury securities through overnight reverse repurchase agreements, which are accounted for as borrowing transactions, and the Company recognizes an obligation to return the borrowed securities at fair value on its consolidated balance sheets based on the value of the underlying borrowed securities as of the reporting date. Interest income and expense associated with purchases and short sales of U.S. Treasury securities are recognized in “Interest income” and “Interest expense”, respectively, on the consolidated statement of operations. Realized and unrealized gains and losses associated with purchases and short sales of U.S. Treasury securities are recognized in “Net realized gain/(loss)” and “Unrealized gain/(loss) on derivative and other instruments, net,” respectively, on the consolidated statement of operations. As of September 30, 2017, and December 31, 2016, the Company had no positions in U.S. Treasury securities.

Short positions in U.S. Treasury securities through reverse repurchase agreements

The Company may sell short U.S. Treasury securities to help mitigate the potential impact of changes in interest rates. The Company may borrow securities to cover short sales of U.S. Treasury securities under reverse repurchase agreements, which are accounted for as borrowing transactions, and the Company recognizes an obligation to return the borrowed securities at fair value on its consolidated balance sheets based on the value of the underlying borrowed securities as of the reporting date. The Company establishes haircuts to ensure the market value of the underlying assets remain sufficient to protect the Company in the event of a default by a counterparty. Realized and unrealized gains and losses associated with purchases and short sales of U.S. Treasury securities are recognized in “Net realized gain/(loss)” and “Unrealized gain/(loss) on derivative and other instruments, net,” respectively, on the consolidated statement of operations.

Manager compensation

The management agreement provides for payment to the Manager of a management fee. The management fee is accrued and expensed during the period for which it is calculated and earned. For a more detailed discussion on the fees payable under the management agreement, see Note 10.

Income taxes

The Company conducts its operations to qualify and be taxed as a REIT. Accordingly, the Company will generally not be subject to federal or state corporate income tax to the extent that the Company makes qualifying distributions to its stockholders, and provided that it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution and stock ownership tests. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which the Company fails to qualify as a REIT.

12

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

The dividends paid deduction of a REIT for qualifying dividends to its stockholders is computed using the Company’s taxable income/(loss) as opposed to net income/(loss) reported on the Company’s GAAP financial statements. Taxable income/(loss), generally, will differ from net income/(loss) reported on the financial statements because the determination of taxable income/(loss) is based on tax principles and not financial accounting principles.

The Company elected to treat certain domestic subsidiaries as taxable REIT subsidiaries (“TRSs”) and may elect to treat other subsidiaries as TRSs. In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business.

A domestic TRS may declare dividends to the Company which will be included in the Company’s taxable income/(loss) and necessitate a distribution to stockholders. Conversely, if the Company retains earnings at the domestic TRS level, no distribution is required and the Company can increase book equity of the consolidated entity. A domestic TRS is subject to U.S. federal, state and local corporate income taxes.

The Company elected to treat one of its foreign subsidiaries as a TRS and, accordingly, taxable income generated by this foreign TRS may not be subject to local income taxation, but generally will be included in the Company’s income on a current basis as Subpart F income, whether or not distributed.

The Company’s financial results are generally not expected to reflect provisions for current or deferred income taxes, except for any activities conducted through one or more TRSs that are subject to corporate income taxation. The Company believes that it will operate in a manner that will allow it to qualify for taxation as a REIT. As a result of the Company’s expected REIT qualification, it does not generally expect to pay federal or state corporate income tax. Many of the REIT requirements, however, are highly technical and complex. If the Company were to fail to meet the REIT requirements, it would be subject to federal income taxes and applicable state and local taxes.

As a REIT, if the Company fails to distribute in any calendar year (subject to specific timing rules for certain dividends paid in January) at least the sum of (i) 85% of its ordinary income for such year, (ii) 95% of its capital gain net income for such year, and (iii) any undistributed taxable income from the prior year, the Company would be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (i) the amounts actually distributed and (ii) the amounts of income retained and on which the Company has paid corporate income tax.

The Company evaluates uncertain income tax positions, if any, in accordance with ASC 740, “Income Taxes.” The Company classifies interest and penalties, if any, related to unrecognized tax benefits as a component of provision for income taxes. See Note 9 for further details.

Stock-based compensation

The Company applies the provisions of ASC 718, “Compensation—Stock Compensation” with regard to its equity incentive plans. ASC 718 covers a wide range of share-based compensation arrangements including stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee stock purchase plans. ASC 718 requires that compensation cost relating to stock-based payment transactions be recognized in financial statements. Compensation cost is measured based on the fair value of the equity or liability instruments issued.

Compensation cost related to restricted common shares issued to the Company’s directors is measured at its estimated fair value at the grant date, and is amortized and expensed over the vesting period on a straight-line basis. Compensation cost related to restricted common shares and restricted stock units issued to the Manager is initially measured at estimated fair value at the grant date, and is remeasured on subsequent dates to the extent the awards are unvested. Restricted stock units granted to the Manager do not entitle the participant the rights of a shareholder of the Company’s common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units. The restricted stock units are not considered to be participating shares. Restricted stock units are measured at fair value reduced by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at an assumed risk free rate. The Company has elected to use the straight-line method to amortize compensation expense for restricted stock units.

13

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Recent accounting pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the new revenue recognition standard by one year. The new standard is effective for the first interim period within annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company has concluded the guidance will not have a material impact on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in this ASU affect all entities that hold financial assets or owe financial liabilities, and address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The classification and measurement guidance of investments in debt securities and loans are not affected by the amendments in this ASU. ASU 2016-01 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for public business entities, except for a provision related to financial statements of fiscal years or interim periods that have not yet been issued, to recognize in other comprehensive income, the change in fair value of a liability resulting from a change in the instrument-specific credit risk measured using the fair value option. Entities should apply the amendments in this ASU by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses,” (“ASU 2016-13”). ASU 2016-13 introduces a new model related to the accounting for credit losses on instruments, specifically, financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. ASU 2016-13 amends the current guidance, requiring an OTTI charge only when fair value is below the amortized cost of an asset. The length of time the fair value of an available-for-sale debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists. As such, it is no longer an other-than-temporary model. In addition, credit losses on available-for-sale debt securities will now be limited to the difference between the security’s amortized cost basis and its fair value. The new debt security model will also require the use of an allowance to record estimated credit losses. The new guidance also expands the disclosure requirements regarding an entity’s assumptions, and models. In addition, public entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination (i.e., by vintage year). ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating its method of adoption and the impact this ASU will have on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments”, (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing existing diversity of how certain cash receipts and cash payments are presented. These specific issues include debt prepayment and debt extinguishment costs, settlement of zero-coupon debt, proceeds from the settlement of insurance claims, and beneficial interests in securitization transactions, among others. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its consolidated financial statements. Adoption of this standard may reclassify certain items on the consolidated statement of cash flows but does not affect the consolidated statement of operations or consolidated balance sheets.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash.  The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. Adoption of this standard will require the Company to reconcile changes in cash, cash equivalents, and restricted cash on the consolidated statement of cash flows but does not affect the consolidated statement of operations or consolidated balance sheets.

In March 2017, the FASB issued ASU 2017-08, “Premium Amortization of Purchased Callable Debt Securities” (“ASU 2017-08”). The amendments in this update require purchase premiums for investments in debt securities that are noncontingently callable by the issuer (at a fixed price and preset date) to be amortized to the earliest call date. Previously, purchase premiums for such investments were permitted to be amortized to the instrument’s maturity date. ASU 2017-08 is effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those years. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The ASU is effective fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently assessing the impact of this guidance.

14

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

3. Real Estate Securities

The following tables detail the Company’s real estate securities portfolio as of September 30, 2017 and December 31, 2016. The Company’s Agency RMBS are mortgage pass-through certificates or collateralized mortgage obligations (“CMOs”) representing interests in or obligations backed by pools of residential mortgage loans issued or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae. The Company’s Non-Agency RMBS, ABS and CMBS portfolios are primarily not issued or guaranteed by Fannie Mae, Freddie Mac or any agency of the U.S. Government and are therefore subject to credit risk. The principal and interest payments on Agency RMBS securities have an explicit guarantee by either an agency of the U.S. government or a U.S government-sponsored entity.

The following table details the Company’s real estate securities portfolio as of September 30, 2017:

     Premium /     Gross Unrealized (1)     Weighted Average 
  Current Face  (Discount)  Amortized Cost  Gains  Losses  Fair Value  Coupon (2)  Yield 
Agency RMBS:                                
30 Year Fixed Rate $1,676,807,359  $74,022,732  $1,750,830,091  $11,807,760  $(2,255,633) $1,760,382,218   3.77%  3.11%
Fixed Rate CMO  54,267,762   427,733   54,695,495   904,953   -   55,600,448   3.00%  2.79%
ARM  183,361,500   (1,019,214)  182,342,286   3,918,224   -   186,260,510   2.35%  2.83%
Interest Only  493,398,549   (438,168,547)  55,230,002   2,065,371   (2,329,596)  54,965,777   2.85%  6.51%
Credit Securities:                                
Non-Agency RMBS  1,090,004,702   (220,692,385)  869,312,317   59,663,549   (1,944,549)  927,031,317   4.55%  6.27%
Non-Agency RMBS Interest Only  384,799,372   (381,467,836)  3,331,536   151,223   (620,275)  2,862,484   0.21%  8.62%
ABS  53,497,625   (264,964)  53,232,661   234,954   (243,827)  53,223,788   8.34%  8.73%
CMBS  209,691,239   (49,523,424)  160,167,815   1,055,860   (1,359,640)  159,864,035   5.52%  6.11%
CMBS Interest Only  1,948,722,955   (1,900,990,296)  47,732,659   4,249,838   (10,973)  51,971,524   0.43%  6.66%
Total $6,094,551,063  $(2,917,676,201) $3,176,874,862  $84,051,732  $(8,764,493) $3,252,162,101   2.54%  4.35%

(1) The Company has chosen to make a fair value election pursuant to ASC 825 for our real estate securities portfolio. Unrealized gains and losses are recognized in current period earnings in the unrealized gain/(loss) on real estate securities and loans, net line item in the consolidated statement of operations. The gross unrealized stated above represents inception to date unrealized gains/(losses).

(2) Equity residual investments and principal only securities with a zero coupon rate are excluded from this calculation.

The following table details the Company’s real estate securities portfolio as of December 31, 2016:

     Premium /     Gross Unrealized (1)     Weighted Average 
  Current Face  (Discount)  Amortized Cost  Gains  Losses  Fair Value  Coupon (2)  Yield 
Agency RMBS:                                
30 Year Fixed Rate $713,234,586  $28,338,222  $741,572,808  $3,672,057  $(5,517,144) $739,727,721   3.64%  2.99%
Fixed Rate CMO  62,570,005   531,431   63,101,436   595,962   -   63,697,398   3.00%  2.80%
ARM  208,592,111   (1,633,175)  206,958,936   4,385,116   -   211,344,052   2.35%  2.84%
Interest Only  416,902,327   (375,843,483)  41,058,844   3,033,926   (1,198,215)  42,894,555   2.70%  8.26%
Credit Securities:                                
 Non-Agency RMBS  1,255,224,713   (235,346,323)  1,019,878,390   28,705,591   (9,328,119)  1,039,255,862   4.31%  6.03%
 Non-Agency RMBS Interest Only  449,759,113   (446,027,313)  3,731,800   33,512   (3,866)  3,761,446   0.25%  12.47%
 ABS  22,025,000   (357,022)  21,667,978   100,247   (536,269)  21,231,956   5.43%  6.32%
 CMBS  217,935,976   (56,549,776)  161,386,200   959,842   (2,830,108)  159,515,934   5.15%  6.16%
 CMBS Interest Only  1,967,685,636   (1,916,198,928)  51,486,708   1,001,503   (351,485)  52,136,726   0.41%  6.48%
Total $5,313,929,467  $(3,003,086,367) $2,310,843,100  $42,487,756  $(19,765,206) $2,333,565,650   2.18%  4.76%

(1) The Company has chosen to make a fair value election pursuant to ASC 825 for our real estate securities portfolio. Unrealized gains and losses are recognized in current period earnings in the unrealized gain/(loss) on real estate securities and loans, net line item in the consolidated statement of operations. The gross unrealized stated above represents inception to date unrealized gains/(losses).

(2) Equity residual investments and principal only securities with a zero coupon rate are excluded from this calculation.

The following table presents the gross unrealized losses and fair value of the Company’s real estate securities by length of time that such securities have been in a continuous unrealized loss position on September 30, 2017 and December 31, 2016:

  Less than 12 months  Greater than 12 months 
As of Fair Value  Unrealized
Losses
  Fair Value  Unrealized
Losses
 
September 30, 2017 $449,405,332  $(5,631,244) $143,555,637  $(3,133,249)
December 31, 2016  756,302,518   (12,017,743)  203,287,535   (7,747,463)

As described in Note 2, the Company evaluates securities for OTTI on at least a quarterly basis. The determination of whether a security is other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. When the fair value of a real estate security is less than its amortized cost at the balance sheet date, the security is considered impaired, and the impairment is designated as either “temporary” or “other-than-temporary.”

15

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

For the three months ended September 30, 2017 the Company recognized an OTTI charge of $2.0 million on its securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded $2.0 million of OTTI due to an adverse change in cash flows on certain securities where the fair values of the securities were less than their carrying amounts. Of the $2.0 million of OTTI recorded, $0.7 million related to securities where OTTI was not recognized in a prior year.

For the nine months ended September 30, 2017 the Company recognized an OTTI charge of $6.5 million on its securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. Of this amount, $1.9 million was recognized on three securities in an unrealized loss position which the Company demonstrated intent to sell, and the charge represents a write-down of cost to fair value as of the reporting date. The Company recorded $4.6 million of OTTI due to an adverse change in cash flows on certain securities where the fair values of the securities were less than their carrying amounts. Of the $4.6 million of OTTI recorded, $1.8 million related to securities where OTTI was not recognized in a prior year.

For the three months ended September 30, 2016 the Company recognized an OTTI charge of $1.0 million on its securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded $1.0 million of OTTI due to an adverse change in cash flows on certain securities where the fair values of the securities were less than their carrying amounts. Of the $1.0 million of OTTI recorded, $0.4 million related to securities where OTTI was not recognized in a prior year.

For the nine months ended September 30, 2016 the Company recognized an OTTI charge of $13.4 million on its securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded $13.4 million of OTTI due to an adverse change in cash flows on certain securities where the fair values of the securities were less than their carrying amounts. Of the $13.4 million of OTTI recorded, $6.0 million related to securities where OTTI was not recognized in a prior year.

The decline in value of the remaining real estate securities is solely due to market conditions and not the credit quality of the assets. The investments in any remaining unrealized loss positions are not considered other than temporarily impaired because the Company currently has the ability and intent to hold the investments to maturity or for a period of time sufficient for a forecasted market price recovery up to or beyond the cost of the investments and the Company is not required to sell the investments for regulatory or other reasons.

The following table details weighted average life broken out by Agency RMBS, Agency Interest-Only (“IO”) and Credit Securities as of September 30, 2017:

  Agency RMBS (1)  Agency IO  Credit Securities (2) 
Weighted Average Life (3) Fair Value  Amortized Cost  Weighted
Average
Coupon
  Fair Value  Amortized
Cost
  Weighted
Average
Coupon
  Fair Value  Amortized Cost  Weighted
Average
Coupon (4)
 
Less than or equal to 1 year $-  $-   -  $-  $-   -  $93,754,194  $93,920,244   1.62%
Greater than one year and less than or equal to five years  241,860,958   237,037,781   2.50%  30,432,477   31,393,317   2.38%  435,916,455   420,829,214   1.09%
Greater than five years and less than or equal to ten years  1,709,144,728   1,699,698,089   3.77%  24,533,300   23,836,685   4.28%  455,084,524   428,855,357   2.83%
Greater than ten years  51,237,490   51,132,002   3.50%  -   -   -   210,197,975   190,172,173   5.80%
Total $2,002,243,176  $1,987,867,872   3.61% $54,965,777  $55,230,002   2.85% $1,194,953,148  $1,133,776,988   1.92%

(1) For purposes of this table, Agency RMBS represent securities backed by Fixed Rate 30 Year mortgages, ARMs and Fixed Rate CMOs.

(2) For purposes of this table, Credit Securities represent Non-Agency RMBS, ABS, CMBS and Interest Only credit securities.

(3) Actual maturities of mortgage-backed securities are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

(4) Equity residual investments and principal only securities with a zero coupon rate are excluded from this calculation.

 The following table details weighted average life broken out by Agency RMBS, Agency IO and Credit Securities as of December 31, 2016:

  Agency RMBS (1)  Agency IO  Credit Securities (2) 
Weighted Average Life (3) Fair Value  Amortized Cost  Weighted
Average
Coupon
  Fair Value  Amortized
Cost
  Weighted
Average
 Coupon
  Fair Value  Amortized Cost  Weighted
Average
Coupon (4)
 
Less than or equal to 1 year $-  $-   -  $-  $-   -  $169,483,329  $170,533,908   2.09%
Greater than one year and less than or equal to five years  124,913,463   123,021,262   2.73%  28,514,942   27,995,835   2.23%  430,525,739   430,108,024   0.94%
Greater than five years and less than or equal to ten years  808,271,767   806,474,038   3.44%  14,379,613   13,063,009   5.14%  425,043,315   418,094,774   2.30%
Greater than ten years  81,583,941   82,137,880   3.10%  -   -   -   250,849,541   239,414,370   5.88%
Total $1,014,769,171  $1,011,633,180   3.32% $42,894,555  $41,058,844   2.70% $1,275,901,924  $1,258,151,076   1.82%

(1) For purposes of this table, Agency RMBS represent securities backed by Fixed Rate 30 Year mortgages, ARMs and Fixed Rate CMOs.

(2) For purposes of this table, Credit Securities represent Non-Agency RMBS, ABS, CMBS and Interest Only credit securities.

(3) Actual maturities of mortgage-backed securities are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

(4) Equity residual investments and principal only securities with a zero coupon rate are excluded from this calculation.

For the three months ended September 30, 2017, the Company sold 22 securities for total proceeds of $206.4 million, recording realized gains of $2.5 million and realized losses of $0.1 million. For the nine months ended September 30, 2017, the Company sold 52 securities for total proceeds of $467.3 million, recording realized gains of $3.5 million and realized losses of $2.2 million.

16

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

For the three months ended September 30, 2016, the Company sold 11 securities for total proceeds of $147.1 million, with an additional $0.3 million of proceeds on 1 unsettled security sale as of quarter end, recording realized gains of $9.8 million. For the nine months ended September 30, 2016, the Company sold 21 securities for total proceeds of $278.1 million, with an additional $0.3 million of proceeds on 1 unsettled security sale as of quarter end, recording realized gains of $10.6 million and realized losses of $1.6 million.

See Notes 4 and 7 for amounts realized on sales of loans and the settlement of certain derivatives, respectively.

A Special Purpose Entity (“SPE”("SPE") is an entity designed to fulfill a specific limited need of the company that organized it. SPEs are often used to facilitate transactions that involve securitizing financial assets or resecuritizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to aan SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement. See Note 2 for more detail.

9


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023

The Company previously enteredenters into a resecuritization transaction that resultedsecuritization transactions collateralized by its Non-Agency Loans/Agency-Eligible Loans and re- and non-performing loans (the trusts in which these loans are deposited are referred to as "Non-Agency VIEs" and "RPL/NPL VIEs", respectively, and collectively "Residential Mortgage Loan VIEs"), which may result in the Company consolidating the VIE created with the SPE which was used to facilitate the transaction. The Company concludedrespective VIEs that the entityare created to facilitate this transaction wasthese securitizations. Based on the evaluations of each VIE, the Company may conclude that the VIEs should be consolidated and, as a VIE.result, transferred assets of these VIEs would be determined to be secured borrowings. Upon consolidation, the Company elected the fair value option pursuant to ASC 825 for the assets and liabilities of the Residential Mortgage Loan VIEs. Electing the fair value option allows the Company to record changes in fair value in the consolidated statement of operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all activities will be recorded in a similar manner. The Company alsoapplied the guidance under ASC 810-10 (Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity) whereby the Company determines whether the fair value of the assets or liabilities of the Residential Mortgage Loan VIEs are more observable as a basis for measuring the less observable financial instruments. The Company has determined that the VIE createdfair value of the liabilities of the Residential Mortgage Loan VIEs are more observable since the prices for these liabilities are more easily determined as similar instruments trade more frequently on a relative basis than the individual assets of the VIEs. See Note 3 for more detail regarding the Residential Mortgage Loan VIEs and Note 5 for more detail related to the Company's determination of fair value for the assets and liabilities included within these VIEs.

Recent accounting pronouncements
In March 2020, FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This ASU provides temporary optional guidance intended to ease the burden of reference rate reform on financial reporting and may be elected over time as reference rate reform activities occur. This ASU is effective as of March 12, 2020 and was amended by ASU 2022-06 to sunset on December 31, 2024. The ASU applies to all entities that have contracts, hedging relationships and other transactions that reference LIBOR and certain other reference rates that are expected to be discontinued. However, it cannot be applied to contract modifications that occur after December 31, 2024. With certain exceptions, this ASU also cannot be applied to hedging relationships entered into or evaluated after that date. The guidance provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform and meet certain scope guidance.

The Manager has an established cross-functional team that focuses on evaluating exposure to LIBOR and monitoring regulatory updates to assess the potential impact to the portfolios under management from the cessation set to occur on June 30, 2023 and has established a LIBOR transition plan to facilitate the resecuritization transaction should be consolidated byan orderly transition to alternative reference rates. As of March 31, 2023, the Company is continuing to assess the impact of the LIBOR transition and treated asdoes not expect the transition or the adoption of ASU 2020-04 to have a secured borrowing, basedmaterial impact on the Company’s involvementconsolidated financial statements. The Company's primary exposure to LIBOR has historically included its financing arrangements and derivative contracts. In addition, the Company's Series C Preferred Stock is set to transition to a floating rate in September of 2024. As of March 31, 2023, the VIE, includingCompany no longer has derivative contracts indexed to LIBOR and all LIBOR-based financing arrangements have transitioned to alternative benchmark rates. The Company does not currently intend to amend the designSeries C Preferred Stock to change the existing LIBOR cessation fallback language.

10


AG Mortgage Investment Trust Inc. and purpose of the SPE, and whetherSubsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
3. Loans
Residential mortgage loans

The table below details information regarding the Company’s involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiaryresidential mortgage loan portfolio as of the VIE. As of September 30, 2017March 31, 2023 and December 31, 2016,2022 ($ in thousands). The gross unrealized gains/(losses) in the resecuritized asset had an aggregatetable below represent inception to date gains/(losses).
 Unpaid Principal Balance  Gross Unrealized Weighted Average
March 31, 2023Premium
(Discount)
Amortized CostGainsLossesFair ValueCouponYieldLife 
(Years) (1)
Securitized residential mortgage loans, at fair value (2)
Non-Agency Loans (3)$4,049,191 $52,650 $4,101,841 $— $(405,098)$3,696,743 4.81 %4.66 %9.78
Re- and Non-Performing Loans319,949 (35,070)284,879 2,451 (15,303)272,027 3.76 %6.57 %6.37
Total Securitized residential mortgage loans, at fair value$4,369,140 $17,580 $4,386,720 $2,451 $(420,401)$3,968,770 4.73 %4.79 %9.53
Residential mortgage loans, at fair value
Non-Agency Loans$121,885 $(42)$121,843 $1,877 $(1,072)$122,648 7.23 %6.86 %3.56
Agency-Eligible Loans5,084 84 5,168 16 (281)4,903 5.44 %5.01 %4.75
Re- and Non-Performing Loans3,291 (1,845)1,446 1,744 — 3,190 N/A79.62 %1.90
Total Residential mortgage loans, at fair value$130,260 $(1,803)$128,457 $3,637 $(1,353)$130,741 7.16 %8.57 %3.57
Total as of March 31, 2023$4,499,400 $15,777 $4,515,177 $6,088 $(421,754)$4,099,511 4.80 %4.91 %9.36
Unpaid Principal BalanceGross UnrealizedWeighted Average
December 31, 2022Premium
(Discount)
Amortized CostGainsLossesFair ValueCouponYieldLife 
(Years) (1)
Securitized residential mortgage loans, at fair value (2)
Non-Agency Loans (3)$3,841,265 $63,576 $3,904,841 $— $(468,640)$3,436,201 4.82 %4.65 %10.20
Re- and Non-Performing Loans325,120 (36,982)288,138 1,972 (19,165)270,945 3.68 %6.66 %6.33
Total Securitized residential mortgage loans, at fair value$4,166,385 $26,594 $4,192,979 $1,972 $(487,805)$3,707,146 4.73 %4.80 %9.90
Residential mortgage loans, at fair value
Non-Agency Loans (4)$406,294 $(7,902)$398,392 $2,775 $(30,006)$371,161 5.36 %5.54 %6.14
Agency-Eligible Loans (4)48,657 18 48,675 94 (1,907)46,862 6.00 %5.99 %4.73
Re- and Non-Performing Loans3,520 (2,000)1,520 1,908 — 3,428 N/A72.78 %1.87
Total Residential mortgage loans, at fair value$458,471 $(9,884)$448,587 $4,777 $(31,913)$421,451 5.43 %6.13 %5.96
Total as of December 31, 2022$4,624,856 $16,710 $4,641,566 $6,749 $(519,718)$4,128,597 4.80 %4.93 %9.51
(1)This is based on projected life. Typically, actual maturities are shorter than stated contractual maturities. Maturities are affected by the lives of the underlying mortgage loans, periodic payments of principal, and prepayments of principal.
(2)Refer to the "Variable interest entities" section below for additional details related to the assets and liabilities of VIEs consolidated on the Company's consolidated balance of $26.5 million and $31.5 million, respectively. As of September 30, 2017 and December 31, 2016,sheets.
(3)Securitized Non-Agency Loans include loans that were considered to be Agency-Eligible prior to the resecuritized asset had an aggregateCompany's securitization.
(4)Includes fair value of $23.7$46.8 million and $27.4$18.2 million respectively. As of September 30, 2017Non-Agency Loans and December 31, 2016, the principal balance of the consolidated tranche was $17.3 millionAgency-Eligible Loans, respectively, classified as held for sale and $21.6 million, respectively. As of September 30, 2017 and December 31, 2016, the fair market value of the consolidated tranche was $17.2 million and $21.5 million, respectively, which is includedpresented in the Company’s consolidated balance sheets as “Non-Agency RMBS.” As of September 30, 2017 and December 31, 2016, the aggregate security has a weighted average coupon of 3.49% and 3.15%, respectively, and a weighted average yield of 7.29% and 6.73%, respectively. As of September 30, 2017 and December 31, 2016, the Company has recorded secured financing of $17.2 million and $21.5 million, respectively,"Residential mortgage loans held for sale, at fair value" line item on the consolidated balance sheets as of December 31, 2022.


11


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
The following tables present information regarding credit quality of the Company's residential mortgage loans ($ in thousands).

Unpaid Principal BalanceWeighted Average (1)(2)Aging by Unpaid Principal Balance (1)(3)
March 31, 2023Loan Count (1)Original LTV RatioCurrent FICO (4)Current30-59 Days60-89 Days90+ Days
Securitized residential mortgage loans
Non-Agency Loans$4,049,191 9,33068.57 %737$3,978,280 $43,019 $11,220 $16,672 
Re- and Non-Performing Loans319,949 2,17879.67 %644218,83937,67310,23053,207
Total Securitized residential mortgage loans$4,369,140 11,508 69.39 %7304,197,119 80,692 21,450 69,879 
Residential mortgage loans
Non-Agency Loans$121,885 21670.04 %724$118,670 $— $1,130 $2,085 
Agency-Eligible Loans5,084 1373.70 %7515,084— — — 
Re- and Non-Performing Loans (1)3,291 N/AN/AN/AN/AN/AN/AN/A
Total Residential mortgage loans130,260 229 70.18 %725123,754 — 1,130 2,085 
Total as of March 31, 2023$4,499,400 11,737 69.41 %730$4,320,873 $80,692 $22,580 $71,964 
Unpaid Principal BalanceWeighted Average (1)(2)Aging by Unpaid Principal Balance (1)(3)
December 31, 2022Loan Count (1)Original LTV RatioCurrent FICO (4)Current30-59 Days60-89 Days90+ Days
Securitized residential mortgage loans
Non-Agency Loans$3,841,265 9,00868.20 %739$3,789,748 $31,272 $8,661 $11,584 
Re- and Non-Performing Loans325,120 2,22679.61 %643220,12434,86510,93759,194
Total Securitized residential mortgage loans$4,166,385 11,234 69.09 %731 $4,009,872 $66,137 $19,598 $70,778 
Residential mortgage loans
Non-Agency Loans$406,294 65571.22 %734$399,036 $4,967 $1,404 $887 
Agency-Eligible Loans48,657 13870.94 %74947,918739— — 
Re- and Non-Performing Loans (1)3,520 N/AN/AN/AN/AN/AN/AN/A
Total Residential mortgage loans$458,471 793 71.19 %735$446,954 $5,706 $1,404 $887 
Total as of December 31, 2022$4,624,856 12,027 69.29 %731$4,456,826 $71,843 $21,002 $71,665 
(1)Loan count, weighted average, and aging data excludes the Re- and Non-Performing Loans subcategory of Residential mortgage loans above as there may be limited data available regarding the underlying collateral of these residual positions.
(2)Amounts are weighted based on unpaid principal balance.
(3)As of March 31, 2023, the Company had securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent and loans in the “Securitized debt, atprocess of foreclosure with a fair value” line item. value of $26.6 million and $37.6 million, respectively. As of December 31, 2022, the Company had securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent and loans in the process of foreclosure with a fair value of $31.4 million and $33.7 million, respectively.
(4)Weighted average current FICO excludes borrowers where FICO scores were not available. Data is as of February 28, 2023 and November 30, 2022, respectively.
During the three months ended March 31, 2023, the Company purchased residential mortgage loans, as detailed below (in thousands).

Unpaid Principal BalanceFair Value
Non-Agency Loans$22,550 $22,954 

The Company recordeddid not sell any residential mortgage loans during the proceeds fromthree months ended March 31, 2022. For the issuancethree months ended March 31, 2023, the Company sold residential mortgage loans as detailed below ($ in thousands).

Number of LoansProceedsRealized GainsRealized Losses
Non-Agency Loans116$46,909 $— $(9,745)
Agency-Eligible Loans4718,474 69 (85)

12


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
The Company’s residential mortgage loan portfolio consisted of mortgage loans on residential real estate located throughout the United States. The following is a summary of the secured financing in the “Cash Flows from Financing Activities” sectiongeographic concentration of the consolidated statementcredit risk as of cash flows at the time of securitization. As of September 30, 2017March 31, 2023 and December 31, 2016,2022 and includes states where the consolidated tranche hadexposure is greater than 5% of the fair value the Company's residential mortgage loan portfolio.
Geographic Concentration of Credit Risk (1)March 31, 2023December 31, 2022
California34 %33 %
New York16 %16 %
Florida10 %11 %
New Jersey%%
Texas%%
(1)Excludes the Re- and Non-Performing Loans subcategory of Residential mortgage loans above as there may be limited data available regarding the underlying collateral of these residual positions.
The following is a weighted average lifesummary of 2.92 yearsthe changes in the accretable portion of the discount for the Company’s securitized re-performing and 3.27 years, respectively,non-performing loan portfolios for the three months ended March 31, 2023 and a weighted average yield2022, which is determined by the Company’s estimate of 3.72%undiscounted principal expected to be collected in excess of the amortized cost of the mortgage loan (in thousands).
 Three Months Ended
 March 31, 2023March 31, 2022
Beginning Balance$42,237 $46,521 
Accretion(1,483)(1,650)
Reclassifications from/(to) non-accretable difference(1,829)1,386 
Disposals(161)— 
Ending Balance$38,764 $46,257 

13


AG Mortgage Investment Trust Inc. and 3.87%, respectively. Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
Variable interest entities
The following table details certain information related to the assets and liabilities of the Residential Mortgage Loan VIEs as of March 31, 2023 and December 31, 2022 ($ in thousands).
March 31, 2023December 31, 2022
Carrying ValueWeighted AverageCarrying ValueWeighted Average
YieldLife (Years) (1)YieldLife (Years) (1)
Assets
Non-Agency VIEs (2)$3,696,743 4.66 %9.78$3,436,201 4.65 %10.20
RPL/NPL VIEs272,027 6.57 %6.37270,945 6.66 %6.33
Securitized residential mortgage loans, at fair value$3,968,770 4.79 %9.53$3,707,146 4.80 %9.90
Restricted cash1,175 1,194 
Other assets20,395 19,064 
Total Assets$3,990,340 $3,727,404 
Liabilities
Non-Agency VIEs (2)$3,323,861 4.26 %7.38$3,078,593 4.18 %7.49
RPL/NPL VIEs181,668 3.12 %3.23183,759 3.10 %3.13
Securitized debt, at fair value (3)$3,505,529 4.20 %7.18$3,262,352 4.12 %7.26
Other liabilities12,024 11,342 
Total Liabilities$3,517,553 $3,273,694 
Total Equity (4)$472,787 $453,710 
(1)This is based on projected life. Typically, actual maturities are shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal, and prepayments of principal.
(2)Securitized Non-Agency Loans include loans that were considered to be Agency-Eligible prior to the Company's securitization.
(3)The holders of the consolidated tranchesecuritized debt have no recourse to the general credit of the Company. The Company has no obligation to provide any other explicit or implicit support to any VIE.

17
the Residential Mortgage Loan VIEs.

(4)As of March 31, 2023 and December 31, 2022, the Company had outstanding financing arrangements of $232.1 million and $232.1 million, respectively, collateralized by certain of the Company's retained interests in the Residential Mortgage Loan VIEs. See Note 6 for more detail regarding the Company's financing arrangements.


14


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

(Unaudited)

March 31, 2023
4. Loans

Residential mortgage loans

Real Estate Securities

The table below details certain information regardingfollowing tables detail the Company’s residential mortgage loanreal estate securities portfolio as of September 30, 2017:

           Gross Unrealized (1)     Weighted Average 
  Unpaid Principal
Balance
  Premium
(Discount)
  Amortized Cost  Gains  Losses  Fair Value  Coupon  Yield  Weighted
Average Life
(Years) (2)
 
Residential mortgage loans $31,855,577  $(9,399,640) $22,455,937  $1,445,123  $(33,529) $23,867,531   6.00%  10.87%  5.90 

(1) The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio. Unrealized gainsMarch 31, 2023 and losses are recognizedDecember 31, 2022 ($ in current period earnings in the unrealized gain/(loss) on real estate securities and loans, net line item.thousands). The gross unrealized columns abovegains/(losses) in the tables below represent inception to date unrealized gains gains/(losses).


 Current Face
 Premium /
(Discount)
Amortized CostGross Unrealized Weighted Average
March 31, 2023GainsLossesFair ValueCoupon (1)Yield
Non-Agency RMBS
Non-Agency Securities (2)$45,452 $(9,686)$35,766 $209 $(4,806)$31,169 3.78 %6.70 %
Non-Agency RMBS Interest Only (2)105,786(103,033)2,753 1,865 — 4,618 0.38 %32.86 %
Total Non-Agency RMBS$151,238 $(112,719)$38,519 $2,074 $(4,806)$35,787 1.95 %10.08 %
Agency RMBS        
30 Year Fixed Rate$263,445 $1,377 $264,822 $3,694 $— $268,516 5.74 %5.62 %
Interest Only125,018 (105,775)19,243 48 (610)18,681 2.84 %7.95 %
Total Agency RMBS$388,463 $(104,398)$284,065 $3,742 $(610)$287,197 4.81 %5.77 %
Total as of March 31, 2023$539,701 $(217,117)$322,584 $5,816 $(5,416)$322,984 4.23 %6.25 %
 Current Face
 Premium /
(Discount)
Amortized CostGross Unrealized Weighted Average
December 31, 2022GainsLossesFair ValueCoupon (1)Yield
Non-Agency RMBS
Non-Agency Securities (2)$31,713 $(6,875)$24,838 $28 $(5,329)$19,537 3.75 %6.52 %
Non-Agency RMBS Interest Only (2)108,464 (105,626)2,838 2,220 — 5,058 0.38 %34.42 %
Total Non-Agency RMBS$140,177 $(112,501)$27,676 $2,248 $(5,329)$24,595 1.62 %12.26 %
Agency RMBS        
Interest Only$127,356 $(107,585)$19,771 $28 $(675)$19,124 2.87 %7.54 %
Total as of December 31, 2022$267,533 $(220,086)$47,447 $2,276 $(6,004)$43,719 2.37 %10.20 %
(1)Equity residual investments with a zero coupon rate are excluded from this calculation.
(2) ActualIncludes Non-Agency Securities and Non-Agency RMBS Interest Only securities collateralized by Non-QM loans and Agency-Eligible loans.

The following tables summarize the Company's real estate securities according to their projected weighted average life classifications as of March 31, 2023 and December 31, 2022 ($ in thousands).

Non-Agency RMBSAgency RMBS
March 31, 2023
Weighted Average Life (1)
Fair ValueAmortized Cost
Weighted Average
Coupon (2)
Fair ValueAmortized CostWeighted Average Coupon
Greater than one year and less than or equal to five years$5,173 $3,310 0.46 %$— $— — %
Greater than five years and less than or equal to ten years3,123 3,185 4.79 %287,197 284,065 4.81 %
Greater than ten years27,491 32,024 3.61 %— — — %
Total as of March 31, 2023$35,787 $38,519 1.95 %$287,197 $284,065 4.81 %
Non-Agency RMBSAgency RMBS
December 31, 2022
Weighted Average Life (1)
Fair ValueAmortized Cost
Weighted Average
Coupon (2)
Fair ValueAmortized CostWeighted Average Coupon
Greater than one year and less than or equal to five years$5,058 $2,838 0.38 %$— $— — %
Greater than five years and less than or equal to ten years— — — %19,124 19,771 2.87 %
Greater than ten years19,537 24,838 3.75 %— — — %
Total as of December 31, 2022$24,595 $27,676 1.62 %$19,124 $19,771 2.87 %
(1)This is based on projected life. Typically, actual maturities of residential mortgage loans are generally shorter than stated contractual maturities. Actual maturitiesMaturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

The table below details certain information regarding the Company’s residential mortgage loan portfolio as of December 31, 2016:

           Gross Unrealized (1)     Weighted Average 
  Unpaid Principal
Balance
  Premium
(Discount)
  Amortized Cost  Gains  Losses  Fair Value  Coupon  Yield  Weighted
Average Life
(Years) (2)
 
Residential mortgage loans $53,827,336  $(16,491,472) $37,335,864  $1,262,223  $(402,511) $38,195,576   5.60%  8.74%  6.71 

(1) The Company has chosen to make

(2)Equity residual investments securities with a fair value election pursuant to ASC 825 for its loan portfolio. Unrealized gains and losseszero coupon rate are recognized in current period earnings in the unrealized gain/(loss) on real estate securities and loans, net line item. The gross unrealized columns above represent inception to date unrealized gains (losses).

(2) Actual maturities of residential mortgage loans are generally shorter than stated contractual maturities. Actual maturities are affected by the lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

18
excluded from this calculation.

15



AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

(Unaudited)

March 31, 2023

The Company did not sell any real estate securities during the three months ended March 31, 2023. During the three months ended March 31, 2022, the Company sold real estate securities, as summarized below ($ in thousands).

Three months endedNumber of SecuritiesProceedsRealized GainsRealized Losses
March 31, 2022 (1)13$304,665 $568 $(17,408)
(1)Includes $107.7 million of proceeds on six security sales which were unsettled as of March 31, 2022.


Unconsolidated variable interest entities

The Company's Non-Agency RMBS includes certain securities retained from a rated Non-QM Loan securitization the Company participated in alongside a private fund under the management of Angelo Gordon. Upon evaluating its investment in the VIE, the Company determined it was not the primary beneficiary and, as a result, did not consolidate the securitization trust. The Company has a 40.9% interest in the retained subordinate tranches which represents its continuing involvement in the securitization trust.

The following table below summarizes certain aggregate pool level information pertaining to the Company’s residential mortgage loans:

  September 30, 2017  December 31, 2016 
Loan Pool Fair Value  Unpaid Principal
Balance
  Fair Value  Unpaid Principal
Balance
 
Re-Performing $15,866,356  $20,364,085  $26,665,750  $35,645,382 
Non-Performing  8,001,175   11,491,492   11,529,826   18,181,954 
  $23,867,531  $31,855,577  $38,195,576  $53,827,336 

As describedinvestment in Note 2,unconsolidated VIEs (in thousands).


March 31, 2023December 31, 2022
Current FaceFair ValueCurrent FaceFair Value
Retained interest in unconsolidated VIEs
Non-Agency Securities$14,894 $10,421 $14,894 $9,859 
Non-Agency RMBS Interest Only105,786 4,618 108,464 5,058 
Total retained interest in unconsolidated VIEs (1)(2)$120,680 $15,039 $123,358 $14,917 
(1)Maximum loss exposure from the Company evaluates loans for OTTI on at least a quarterly basis. The determination of whether a loan is other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. WhenCompany’s involvement with unconsolidated VIEs pertains to the fair value of a loan is less than its amortized cost at the balance sheet date, the loan is considered impaired, and the impairment is designated as either “temporary” or “other-than-temporary.” No OTTI was recorded on loans for the three months ended September 30, 2017. For the nine months ended September 30, 2017 the Company recognized $0.4 million of OTTI on certain loan pools, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations.securities retained from these VIEs. The Company recordedhas no obligation to provide any other explicit or implicit support to the $0.4 million of OTTI due to an adverse change in cash flows where the fair values of the securities were less than their carrying amounts. The $0.4 million related to non-performing loan pools with an unpaid principal balance of $9.4 million and an average fair market value of $6.6 million and $8.2 million for the three and nine months ended September 30, 2017, respectively. No OTTI was recorded on loans for the three months or nine months ended September 30, 2016.

securitization trust.

(2)As of September 30, 2017March 31, 2023 and December 31, 20162022, the Company had residential mortgage loans that were inheld securities exposed to the processfirst loss of foreclosurethe securitization with a fair value of $9.1$3.7 million and $11.0$4.1 million, respectively.

The Company’s mortgage loan portfolio consisted of mortgage loans on residential real estate located throughout the U.S. The following is a summary of certain concentrations of credit risk within the Company’s mortgage loan portfolio:

Concentration of Credit Risk September 30, 2017  December 31, 2016 
Percentage of fair value of mortgage loans with unpaid principal balance to current property value in excess of 100%  91%  98%
Percentage of fair value of mortgage loans secured by properties in the following states:        
Representing 5% or more of fair value:        
New York  31%  25%
California  10%  9%
Maryland  6%  6%
New Jersey  5%  4%
Texas  5%  4%
Florida  3%  5%

The Company records interest income on a level-yield basis. The accretable discount is determined by the excess of the Company’s estimate of undiscounted principal, interest, and other cash flows expected to be collected over its initial investment in the mortgage loan. The following is a summary of the changes in the accretable portion of discounts for the three months and nine months ended September 30, 2017 and September 30, 2016, respectively:

  Three Months Ended  Nine Months Ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Beginning Balance $10,341,476  $22,547,949  $18,281,517  $24,216,638 
Additions  -   -   -   - 
Accretion  (505,632)  (1,051,965)  (1,968,026)  (3,296,603)
Reclassifications from/(to) non-accretable difference  1,476,386   4,968,753   4,858,094   5,755,350 
Disposals  -   (6,522,022)  (9,859,355)  (6,732,670)
Ending Balance $11,312,230  $19,942,715  $11,312,230  $19,942,715 

As of September 30, 2017, the Company’s residential mortgage loan portfolio is comprised of 163 conventional loans with original loan balances between $9,000 and $1.1 million.

As of December 31, 2016, the Company’s residential mortgage loan portfolio is comprised of 277 conventional loans with original loan balances between $9,000 and $1.1 million.

19


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Commercial loans

The following table presents detail onsummarizes information regarding the residential mortgage loans transferred to the Company’s commercial loan portfolio on September 30, 2017.

           Gross Unrealized (1)     Weighted Average       
Loan (3) (7) Current Face  Premium
(Discount)
  Amortized Cost  Gains  Losses  Fair Value  Coupon
(5)
  Yield  Weighted
Average Life
(Years) (6)
  Initial Stated
Maturity Date
 Extended
Maturity Date (8)
 Location
Loan B (2)  32,800,000   -   32,800,000   -   -   32,800,000   5.98%  6.36%  1.79  July 1, 2016 July 1, 2019 TX
Loan E (4)  14,521,806   (1,096,214)  13,425,592   756,405   -   14,181,997   9.58%  12.37%  3.24  April 9, 2017 April 9, 2021 Various
Loan F (4)  10,416,666   (90,387)  10,326,279   90,387   -   10,416,666   11.74%  13.55%  0.96  September 9, 2018 September 9, 2019 MN
   57,738,472   (1,186,601)  56,551,871   846,792   -   57,398,663   7.93%  9.15%  2.00       

unconsolidated VIEs ($ in thousands).


Assets transferred to unconsolidated VIEs:March 31, 2023December 31, 2022
Total unpaid principal balance of loans outstanding (1)$129,238 $132,509 
Weighted average coupon on loans outstanding5.62 %5.62 %
Percent of unpaid principal balance greater than 90 days delinquent1.49 %1.32 %
(1)The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio. Unrealized gains and losses are recognized in current period earnings in the unrealized gain/(loss) on real estate securities and loans, net line item. The gross unrealized columns above represent inception to date unrealized gains (losses).

(2) Loan B is comprised of a first mortgage and mezzanine loan of $31.8 million and $1.0 million, respectively. As of September 30, 2017, Loan B has been extended to the extended maturity date shown above.  

(3) Loan D paid off at par in Q1 2017.

(4) Loan E and Loan F are mezzanine loans. As of September 30, 2017, Loan E has been extended for one year.

(5) Each commercial loan investment has a variable coupon rate.

(6) Actual maturities of commercial mortgage loans may be shorter than stated contractual maturities. Maturities are affected by prepayments of principal.

(7) The Company has the contractual right to receive a balloon payment.

(8) Represents the maturity datecontributed approximately 40.9% of the last possible extension option.

The following table presents detail onunpaid principal balance into the Company’s commercial loan portfolio on December 31, 2016.

           Gross Unrealized (1)     Weighted Average       
Loan (2) (4) (9) Current Face  Premium
(Discount)
  Amortized Cost  Gains  Losses  Fair Value  Coupon
(7)
  Yield  Weighted
Average Life
(Years) (8)
  Initial Stated
Maturity Date
 Extended
Maturity Date
(10)
 Location
Loan B (3) $32,800,000  $(1,294) $32,798,706  $1,294  $-  $32,800,000   5.40%  5.65%  0.52  July 1, 2016 July 1, 2019 TX
Loan D (5) (11)  12,000,000   (211,692)  11,788,308   296,278   (84,586)  12,000,000   10.62%  14.33%  0.62  February 11, 2017 August 11, 2017 NY
Loan E (6)  16,000,000   (1,291,648)  14,708,352   560,448   -   15,268,800   9.05%  12.76%  4.33  April 9, 2017 April 9, 2021 Various
  $60,800,000  $(1,504,634) $59,295,366  $858,020  $(84,586) $60,068,800   7.39%  9.19%  1.54       

(1) The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio. Unrealized gains and losses are recognized in current period earnings in the unrealized gain/(loss) on real estate securities and loans, net line item. The gross unrealized columns above represent inception to date unrealized gains (losses).

(2) Loan A paid off in Q2 2016, with the Company receiving $30.0 million of principal proceeds.

(3) Loan B is comprised of a first mortgage and mezzanine loan of $31.8 million and $1.0 million, respectively.

(4) Loan C paid off in Q3 2016, with the Company receiving $10.0 million of principal proceeds.

(5) Loan D is a first mortgage loan. See below for further information. As of the stated maturity date, Loan D has been extended for an additional 6 months.

(6) Loan E is a mezzanine loan.

(7) Each commercial loan investment has a variable coupon rate.

(8) Actual maturities of commercial mortgage loans may be shorter than stated contractual maturities. Maturities are affected by prepayments of principal.

(9) The Company has the contractual right to receive a balloon payment.

(10) Represents the maturity date of the last possible extension option.

(11) Loan D paid off in Q1 2017.

In February 2016, the Company originated a $12.0 million commercial loan and, at closing, transferred a 15.0%, or $1.8 million, participation interest in the loan (the “Participation Interest”) to an unaffiliated third party. The Participation Interest did not meet the sales criteria established under ASC 860; therefore, the entire commercial loan has been recorded as an asset in the “Commercial loans, at fair value” line item on the Company’s consolidated balance sheets, referred to in the above table as “Loan D.” The weighted average coupon and yield on the commercial loan was 10.62% and 14.33%, respectively, at December 31, 2016. A $1.8 million liability was recorded in the “Loan participation payable, at fair value” line item on the Company’s consolidated balance sheets representing the transfer of the Participation Interest. The Company recorded the origination of the commercial loan in the “Cash Flows from Investing Activities” section and the proceeds from the transfer in the “Cash Flows from Financing Activities” section of the consolidated statement of cash flows. The weighted average coupon and yield on the Participation Interest was 10.62% and 21.70%, respectively, at December 31, 2016. In February 2017, the Company received $12.0 million of proceeds from the pay-off of Loan D. The principal and interest due on the Participation Interest was paid from these proceeds.

During the three and nine months ended September 30, 2017, the Company recorded $0.1 million and $0.3 million of discount accretion, respectively, on its commercial loans. During the three months and nine months ended September 30, 2016 the Company recorded $0.1 million and $0.3 million of discount accretion, respectively, on its commercial loans.

securitization trust.


5. Fair value measurements

As described in Note 2, the


The fair value of the Company's financial instruments that are recorded at fair value will beis determined by the Manager, subject to oversight of the Company’s board of directors, and in accordance with the provisions of ASC 820, “Fair"Fair Value Measurements and Disclosures." When possible, the Company determines fair value using independentthird-party data sources. ASC 820 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjustedtechniques. Level 1 inputs are observable inputs that reflect quoted prices in active markets for identical assets (Level 1 measurements)or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices and may include quoted prices for similar assets and liabilities in active markets. Level 3 inputs are significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used and reflect the Company’s assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available. 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 prioritylevel input that is significant to unobservablethe fair value measurement.

16


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
The following tables present the Company’s financial instruments measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 (in thousands).
 Fair Value at March 31, 2023
 Level 1Level 2Level 3Total
Assets:    
Securitized residential mortgage loans$— $— $3,968,770 $3,968,770 
Residential mortgage loans— 738 130,003 130,741 
Non-Agency RMBS— 20,748 15,039 35,787 
Agency RMBS— 287,197 — 287,197 
Derivative assets (1)— 3,904 2,475 6,379 
Cash equivalents (2)441 — — 441 
AG Arc (3)— — 37,540 37,540 
Total Assets Measured at Fair Value$441 $312,587 $4,153,827 $4,466,855 
Liabilities:
Securitized debt$— $— $(3,505,529)$(3,505,529)
Derivative liabilities (1)— (7,170)(75)(7,245)
Total Liabilities Measured at Fair Value$— $(7,170)$(3,505,604)$(3,512,774)
 Fair value at December 31, 2022
 Level 1Level 2Level 3Total
Assets:    
Securitized residential mortgage loans$— $— $3,707,146 $3,707,146 
Residential mortgage loans (4)— 754 420,697 421,451 
Non-Agency RMBS— 9,678 14,917 24,595 
Agency Interest Only— 19,124 — 19,124 
Derivative assets (1)— 18,401 98 18,499 
Cash equivalents (2)442 — — 442 
AG Arc (3)— — 39,680 39,680 
Total Assets Measured at Fair Value$442 $47,957 $4,182,538 $4,230,937 
Liabilities:
Securitized debt$— $— $(3,262,352)$(3,262,352)
Derivative liabilities— — (9)(9)
Total Liabilities Measured at Fair Value$— $— $(3,262,361)$(3,262,361)
(1)As of March 31, 2023, the Company applied a reduction in fair value of $3.9 million and $6.6 million to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash. As of December 31, 2022, the Company applied a reduction in fair value of $17.3 million to its interest rate swap assets related to variation margin with a corresponding increase in restricted cash, net of collateral posted by the Company's derivative counterparties. Derivative assets and liabilities are included in the "Other assets" and "Other liabilities" line items on the consolidated balance sheets, respectively. Refer to Note 7 for more information on the Company's derivatives.
(2)The Company classifies highly liquid investments with original maturities of three months or less from the date of purchase as cash equivalents. Cash equivalents may include cash invested in money market funds and are carried at cost, which approximates fair value.
(3)The table above includes the Company's investment in AG Arc, which is included in its "Investments in debt and equity of affiliates" line item on the consolidated balance sheets, as the Company has chosen to elect the fair value option with respect to its investment pursuant to ASC 825.
(4)Includes Residential mortgage loans held for sale as of December 31, 2022.

17


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
The valuation of the Company’s residential mortgage loans, securitized debt relating to the Residential Mortgage Loan VIEs, certain securities, and forward purchase commitments is determined by the Manager using third-party pricing services where available, valuation analyses from third-party pricing service providers, or model-based pricing. Third-party pricing service providers conduct independent valuation analyses based on a review of source documents, available market data, and comparable investments. The analyses provided by valuation service providers are reviewed and considered by the Manager. The evaluation considers the underlying characteristics of each loan, which are observable inputs, (Level 3 measurements) whenincluding: coupon, maturity date, loan age, reset date, collateral type, periodic and life cap, geography, and prepayment speeds. The Company also considers loan servicing data, as available, forward interest rates, general economic conditions, home price index forecasts, and valuations of the underlying properties. The variables considered most significant to the determination of the fair value of the Company's residential mortgage loans, securitized debt, and forward purchase commitments include market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, recovery rates, reperformance rates, timeline to liquidation, and, for forward purchase commitments, pull-through rates. The Company and third-party pricing service providers use loan level data and macro-economic inputs to generate loss adjusted cash flows and other information in determining the fair value. Because of the inherent uncertainty of such valuation, the fair value established for mortgage loans, securitized debt, and forward purchase commitments held by the Company may differ from the fair value that would have been established if a ready market prices are not readily available or reliable.

Valuesexisted for these mortgage loans.


Fair values for the Company’s securities Excess MSRs, securitized debt, and derivatives aremay be based upon prices obtained from third partythird-party pricing services which are indicative of market activity.or broker quotations. The evaluationvaluation methodology of the Company’s third-party pricing services incorporates commonly used market pricing methods, including a spread measurement to various indices, such as the one-year constant maturity treasury and LIBOR, which are observable inputs. The evaluation also considers the underlying characteristics of each investment, which are also observable inputs, including: coupon;coupon, maturity date;date, loan age;age, reset date;date, collateral type;type, periodic and life cap; geography;cap, geography, and prepayment speeds. The Company collects and considers current market intelligence on all major markets, including benchmark security evaluations and bid-lists from various sources, when available. As part of the Company’s risk management process, the Company reviews and analyzes all prices obtained by comparing prices to recently completed transactions involving the same or similar investments on or near the reporting date. If, in the opinion of the Manager, one or more prices reported to the Company are not reliable or unavailable, the Manager reviews the fair value based on characteristics of the investment it receives from the issuer and available market information.

20


AG Mortgage Investment Trust Inc.

The Company's investment in Arc Home is evaluated on a periodic basis using a market approach. In applying the market approach, fair value is determined by multiplying Arc Home's book value by a relevant valuation multiple observed based on a range of comparable public entities or transactions, adjusted by management as appropriate for differences between the investment and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

In valuing its derivatives, the Companyreferenced comparables. The evaluation also considers the creditworthinessunderlying financial performance of both the Company and its counterparties, along with collateral provisions contained in each derivative agreement, from the perspective of both the Company and its counterparties. All of the Company’s derivatives are either subject to bilateral collateral arrangements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”). For swaps cleared under the Dodd Frank Act, a Central Counterparty Clearing House (“CCP”) now stands between the Company and the over-the-counter derivative counterparties. In order to access clearing, the Company has entered into clearing agreements with Futures Commissions Merchants (“FCMs”).

The fair value of the Company’s mortgage loans and loan participation considers data such as loan origination information, additional updated borrower information, loan servicing data, as available, forward interest rates,Arc Home, general economic conditions, home price index forecasts and valuations ofrelevant trends within the underlying properties. The variables considered most significant tomortgage banking industry.


Changes in the determination of the fair value of the Company’s mortgage loans include market-implied discount rates, projections of default rates, delinquency rates, reperformance rates, loss severity (considering mortgage insurance) and prepayment rates. The Company uses loan level data and macro-economic inputs to generate loss adjusted cash flowsmarket environment and other informationevents that may occur over the life of these investments may cause the gains or losses ultimately realized to be different than the valuations currently estimated. The significant unobservable inputs used in determining the fair value of its mortgage loans. Because of the inherent uncertainty of such valuation, the fair values established for mortgage loans held by the Company may differ from the fair values that would have been established if a ready market existed for these mortgage loans. Accordingly, mortgage loans are classified as Level 3 in the fair value hierarchy.

The Manager may also engage specialized third party valuation service providers to assess and corroborate the valuation of a selection of investments in the Company’s loan portfolio on a periodic basis. These specialized third party valuation service providers conduct independent valuation analyses based on a review of source documents, available market data, and comparable investments. The analyses provided by valuation service providers are reviewed and considered by the Manager.

TBA instruments are similar in form to the Company’s Agency RMBS portfolio, and the Company therefore estimates fair value based on similar methods.

U.S. Treasury securities are valued using quoted prices for identical instruments in active markets. The fair value of the Company’s obligation to return securities borrowed under reverse repurchase agreements is based upon the value of the underlying borrowed U.S. Treasury securities as of the reporting date.

The Company entered into a resecuritization transaction that resulted in the Company consolidating a VIE created with the SPE which was used to facilitate the transaction. The Company categorizes the fair value measurement of the consolidated tranche as Level 3.

In December 2015, the Company, alongside private funds under the managementCompany’s loans and securities are yields, prepayment rates, probability of Angelo, Gordon, through AG Arc, formed Arc Home. The Company invests in Arc Home through AG Arc. In June 2016, Arc Home closed on the acquisition of a Fannie Mae, Freddie Mac, FHA, VAdefault, and Ginnie Mae seller/servicer of residential mortgages. Through this subsidiary, Arc Home originates conforming, Government, Jumbo and other non-conforming residential mortgage loans, retains the mortgage servicing rights associated with the loans it originates, and purchases additional mortgage servicing rights from third-party sellers. As a result of this acquisition, the Company transferred its investment in AG Arc from Level 1 into Level 3.

In February 2016, the Company originated a $12.0 million commercial loan and transferred a 15% participation interestloss severity in the loan to an unaffiliated third party.event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates. The Company categorizessignificant unobservable input used in the fair value measurement of the commercial loan and consolidated participation interest as Level 3. The commercial loan was paid offCompany’s investment in full asArc Home is the book value multiple. Significant increases (decreases) in February 2017.

21

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

The following table presents the Company’s financial instruments measured atmultiple applied would result in a significantly higher (lower) fair value as of September 30, 2017:

  Fair Value at September 30, 2017 
  Level 1  Level 2  Level 3  Total 
Assets:            
Agency RMBS:                
30 Year Fixed Rate $-  $1,760,382,218  $-  $1,760,382,218 
Fixed Rate CMO  -   55,600,448   -   55,600,448 
ARM  -   186,260,510   -   186,260,510 
Interest Only  -   54,965,777   -   54,965,777 
Credit Investments:                
Non-Agency RMBS  -   152,800,460   774,230,857   927,031,317 
Non-Agency RMBS Interest Only  -   -   2,862,484   2,862,484 
ABS  -   -   53,223,788   53,223,788 
CMBS  -   13,996,904   145,867,131   159,864,035 
CMBS Interest Only  -   -   51,971,524   51,971,524 
Residential mortgage loans  -   -   23,867,531   23,867,531 
Commercial loans  -   -   57,398,663   57,398,663 
Excess mortgage servicing rights  -   -   2,680,564   2,680,564 
Derivative assets  94,531   933,315   -   1,027,846 
AG Arc  -   -   17,824,219   17,824,219 
Total Assets Carried at Fair Value $94,531  $2,224,939,632  $1,129,926,761  $3,354,960,924 
                 
Liabilities:                
Securitized debt $-  $-  $(17,221,071) $(17,221,071)
Derivative liabilities  -   (2,124,550)  -   (2,124,550)
Total Liabilities Carried at Fair Value $-  $(2,124,550) $(17,221,071) $(19,345,621)

The following table presents the Company’s financial instruments measured at fair value as of December 31, 2016:

  Fair Value at December 31, 2016 
  Level 1  Level 2  Level 3  Total 
Assets:            
Agency RMBS:                
30 Year Fixed Rate $-  $739,727,721  $-  $739,727,721 
Fixed Rate CMO  -   63,697,398   -   63,697,398 
ARM  -   211,344,052   -   211,344,052 
Interest Only  -   42,894,555   -   42,894,555 
Credit Investments:                
Non-Agency RMBS  -   321,495,328   717,760,534   1,039,255,862 
Non-Agency RMBS Interest Only  -   -   3,761,446   3,761,446 
ABS  -   -   21,231,956   21,231,956 
CMBS  -   28,726,319   130,789,615   159,515,934 
CMBS Interest Only  -   -   52,136,726   52,136,726 
Residential mortgage loans  -   -   38,195,576   38,195,576 
Commercial loans  -   -   60,068,800   60,068,800 
Excess mortgage servicing rights  -   -   412,648   412,648 
Derivative assets  -   3,703,366   -   3,703,366 
AG Arc  -   -   12,894,819   12,894,819 
Total Assets Carried at Fair Value $-  $1,411,588,739  $1,037,252,120  $2,448,840,859 
                 
Liabilities:                
Securitized debt $-  $-  $(21,491,710) $(21,491,710)
Loan participation payable  -   -   (1,800,000)  (1,800,000)
Securities borrowed under reverse repurchase agreements  (22,365,000)  -   -   (22,365,000)
Derivative liabilities  (636,211)  (2,271,044)  -   (2,907,255)
Total Liabilities Carried at Fair Value $(23,001,211) $(2,271,044) $(23,291,710) $(48,563,965)

measurement.


The Company did not have any transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy during the three and nine months ended September 30, 2017March 31, 2023 and September 30, 2016.

22
2022.


AG Mortgage Investment Trust Inc.

The Company did not have any transfers between the Levels 2 and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

The following tables present additional information about3 of the Company’s assets and liabilities which are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value:

Three Months Ended
September 30, 2017
  Non-Agency
RMBS
  Non-Agency
RMBS
Interest Only
  ABS  CMBS  CMBS Interest
Only
  Residential
Mortgage
Loans
  Commercial
Loans
  Excess
Mortgage
Servicing
Rights
  AG Arc  Securitized
debt
 
Beginning balance $863,020,902  $3,213,397  $47,917,356  $137,658,327  $52,805,639  $23,455,233  $57,294,106  $2,786,501  $17,712,557  $(18,778,169)
Transfers (1):                                        
Transfers into level 3  83,490,535   -   -   8,460,348   -   -   -   -   -   - 
Purchases/Transfers  137,744,335   -   5,601,252   20,191,250   -   -   -   12,812   -   - 
Proceeds from sales/redemptions  (297,784,142)  -   -   -   -   -   -   -   -   - 
Proceeds from settlement  (26,789,302)  -   (211,551)  (20,512,436)  -   (272,933)  -   (126,749)  -   1,563,429 
Total net gains/(losses) (2)                                        
Included in net income  14,548,529   (350,913)  (83,269)  69,642   (834,115)  685,231   104,557   8,000   111,662   (6,331)
Included in other comprehensive income (loss)  -   -   -   -   -   -   -   -   -   - 
Ending Balance $774,230,857  $2,862,484  $53,223,788  $145,867,131  $51,971,524  $23,867,531  $57,398,663  $2,680,564  $17,824,219  $(17,221,071)
                                         
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of September 30, 2017 (3) $12,110,525  $(83,718) $(83,269) $(153,096) $(834,115) $825,963  $104,557  $8,000  $111,662  $(6,331)

(1) Transfers are assumed to occur at the beginning of the period. Duringhierarchy during the three months ended September 30, 2017, the Company transferred 9 Non-Agency RMBS securitiesMarch 31, 2023 and 1 CMBS security into the Level 3 category from the Level 2 category under the fair value hierarchy of ASC 820.

(2) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:

Unrealized gain/(loss) on real estate securities and loans, net $13,630,181 
Unrealized gain/(loss) on derivative and other instruments, net  (6,331)
Net realized gain/(loss)  517,481 
Equity in earnings/(loss) from affiliates  111,662 
Total $14,252,993 

(3) Unrealized gains/(losses) are recorded in the following line items in the consolidated statement of operations:

    
Unrealized gain/(loss) on real estate securities and loans, net $11,894,849 
Unrealized gain/(loss) on derivative and other instruments, net  (6,331)
Equity in earnings/(loss) from affiliates  111,660 
Total $12,000,178 

Three Months Ended
September 30, 2016
  Non-Agency
RMBS
  Non-Agency
RMBS
Interest Only
  ABS  CMBS  CMBS Interest
Only
  Residential
Mortgage
Loans
  Commercial
Loans
  Excess
Mortgage
Servicing
Rights
  AG Arc  Securitized
debt
  Loan
Participation
payable
 
Beginning balance $814,005,282  $2,400,732  $75,473,169  $86,762,706  $43,305,493  $55,636,606  $54,800,000  $346,507  $4,488,281  $(25,788,283) $(1,800,000)
Transfers (1):                                            
Transfers into level 3  56,221,422   -   -   -   -   -   -   -   -   -   - 
Transfers out of level 3  (150,671,465)  -   -   -   -   -   -   -   -   -   - 
Purchases/Transfers  113,707,564   -   -   40,491,482   6,981,795   -   -   -   -   -   - 
Capital contributions  -   -   -   -   -   -   -   -   8,263,963   -   - 
Proceeds from sales/redemptions  (53,290,104)  -   (5,698,248)  -   -   -   -   -   -   -   - 
Proceeds from settlement  (26,378,566)  -   (511,323)  (8,145,244)  -   (13,751,112)  (10,000,000)  (37,426)  -   1,512,199   - 
Total net gains/(losses) (2)                                            
Included in net income  21,910,120   256,638   1,224,038   2,497,245   221,342   762,493   -   -   170,324   (74,431)  - 
Included in other comprehensive income (loss)  -   -   -   -   -   -   -   -   -   -   - 
Ending Balance $775,504,253  $2,657,370  $70,487,636  $121,606,189  $50,508,630  $42,647,987  $44,800,000  $309,081  $12,922,568  $(24,350,515) $(1,800,000)
                                             
Change in unrealized appreciation/(depreciation) for level 3 assets still held as of September 30, 2016 (3) $14,590,173  $256,638  $1,099,827  $2,488,766  $221,342  $(2,922,597) $-  $-   170,324  $(74,431) $- 

(1) Transfers are assumed to occur at the beginning of the period. During the three months ended September 30, 2016, the Company transferred 4 Non-Agency RMBS securities into the Level 3 category from the Level 2 category and 14 Non-Agency RMBS securities into the Level 2 category from the Level 3 category under the fair value hierarchy of ASC 820.

(2) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:

Unrealized gain/(loss) on real estate securities and loans, net $16,577,429 
Unrealized gain/(loss) on derivative and other instruments, net  (74,431)
Net realized gain/(loss)  10,294,447 
Equity in earnings/(loss) from affiliates  170,324 
Total $26,967,769 

(3) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:                                  

Unrealized gain/(loss) on real estate securities and loans, net $15,734,149 
Unrealized gain/(loss) on derivative and other instruments, net  (74,431)
Equity in earnings/(loss) from affiliates  170,324 
Total $15,830,042 

23

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Nine Months Ended
September 30, 2017
  Non-Agency
RMBS
  Non-Agency
RMBS
Interest Only
  ABS  CMBS  CMBS Interest
Only
  Residential
Mortgage
Loans
  Commercial
Loans
  Excess
Mortgage
Servicing
Rights
  AG Arc  Securitized
debt
  Loan
Participation
payable
 
Beginning balance $717,760,534  $3,761,446  $21,231,956  $130,789,615  $52,136,726  $38,195,576  $60,068,800  $412,648  $12,894,819  $(21,491,710) $(1,800,000)
Transfers (1):                                            
Transfers into level 3  203,851,482   -   -   8,460,348   -   -   -   -   -   -   - 
Transfers out of level 3  (51,307,381)  -   -   -   -   -   -   -   -   -   - 
Purchases/Transfers  395,021,146   -   52,048,919   38,760,000   -   -   10,270,833   2,578,156   -   -   - 
Capital contributions  -   -   -   -   -   -   -   -   4,459,000   -   - 
Proceeds from sales/redemptions  (382,543,723)  -   (16,977,157)  (4,533,594)  -   (10,102,590)  -   -   -   -   - 
Proceeds from settlement  (142,165,747)  -   (4,195,705)  (29,106,491)  -   (5,570,282)  (13,534,402)  (314,036)  -   4,310,904   1,954,927 
Total net gains/(losses) (2)                                            
Included in net income  33,614,546   (898,962)  1,115,775   1,497,253   (165,202)  1,344,827   593,432   3,796   470,400   (40,265)  (154,927)
Included in other comprehensive income (loss)  -   -   -   -   -   -   -   -   -   -   - 
Ending Balance $774,230,857  $2,862,484  $53,223,788  $145,867,131  $51,971,524  $23,867,531  $57,398,663  $2,680,564  $17,824,219  $(17,221,071) $- 
                                             
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of September 30, 2017 (3) $32,502,634  $(631,767) $660,461  $1,704,666  $(165,202) $(575,728) $537,223  $3,796  $470,400  $(40,265) $- 

(1) Transfers are assumed to occur at the beginning of the period. During the nine months ended September 30, 2017, the Company transferred 18 Non-Agency RMBS securities and 1 CMBS security into the Level 3 category from the Level 2 category and 5 Non-Agency RMBS securities into the Level 2 category from the Level 3 category under the fair value hierarchy of ASC 820.

(2) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:

Unrealized gain/(loss) on real estate securities and loans, net $37,249,857 
Unrealized gain/(loss) on derivative and other instruments, net  (195,192)
Net realized gain/(loss)  (144,392)
Equity in earnings/(loss) from affiliates  470,400 
Total $37,380,673 

(3) Unrealized gains/(losses) are recorded in the following line items in the consolidated statement of operations:

Unrealized gain/(loss) on real estate securities and loans, net $34,036,085 
Unrealized gain/(loss) on derivative and other instruments, net  (40,265)
Equity in earnings/(loss) from affiliates  470,398 
Total $34,466,218 

Nine Months Ended
September 30, 2016
  Non-Agency
RMBS
  Non-Agency
RMBS IO
  ABS  CMBS  CMBS Interest
Only
  Residential
Mortgage
Loans
  Commercial
Loans
  Excess
Mortgage
Servicing
Rights
  AG Arc  Securitized
debt
  Loan
Participation
payable
 
Beginning balance $451,677,960  $5,553,734  $54,761,837  $91,024,418  $14,077,716  $57,080,227  $72,800,000  $425,311  $-  $-  $- 
Transfers (1):                                            
Transfers into level 3  371,564,212   -   -   -   -   -   -   -   (316,580)  (30,046,861)  - 
Transfers out of level 3  -   -   -   -   -   -   -   -   -   -   - 
Purchases/Transfers (2)  125,425,376   -   23,698,802   42,491,482   33,330,554   -   10,428,437   -   -   -   (1,564,266)
Capital contributions  -   -   -   -   -   -   -   -   13,570,173   -   - 
Reclassification of security type (3)  -   -   -   -   3,103,111   -   -       -   -   - 
Proceeds from sales/redemptions  (82,462,238)  -   (7,209,752)  (2,100,960)  -   -   -   -   -   -   - 
Proceeds from settlement  (102,932,160)  -   (1,698,431)  (9,248,447)  -   (14,815,122)  (40,000,000)  (116,230)  -   5,706,520   - 
Total net gains/(losses) (4)                                            
Included in net income  12,231,103   (2,896,364)  935,180   (560,304)  (2,751)  382,882   1,571,563   -   (331,025)  (10,174)  (235,734)
Included in other comprehensive income (loss)  -   -   -   -   -   -   -   -   -   -   - 
Ending Balance $775,504,253  $2,657,370  $70,487,636  $121,606,189  $50,508,630  $42,647,987  $44,800,000  $309,081  $12,922,568  $(24,350,515) $(1,800,000)
                                             
Change in unrealized appreciation/(depreciation) for level 3 assets still held as of September 30, 2016 (4) $11,019,033  $(1,272,687) $939,673  $(250,607) $(2,751) $(3,302,208) $1,571,563  $-  $(331,025) $(10,174) $(235,734)

(1) Transfers are assumed to occur at the beginning of the period. During the nine months ended September 30, 2016, the Company transferred 26 Non-Agency RMBS securities and its securitized debt investment into the Level 3 category from the Level 2 category and its investment in AG Arc into the Level 3 category from the Level 1 category under the fair value hierarchy of ASC 820.

(2) Transfers represent proceeds from transfer of loan participation.

(3) Represents a reclassification from investments in debt and equity of affiliates.

(4) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:

Unrealized gain/(loss) on real estate securities and loans, net $9,761,156 
Unrealized gain/(loss) on derivative and other instruments, net  (245,908)
Net realized gain/(loss)  1,900,153 
Equity in earnings/(loss) from affiliates  (331,025)
Total $11,084,376 

(5) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:

Unrealized gain/(loss) on real estate securities and loans, net $8,702,016 
Unrealized gain/(loss) on derivative and other instruments, net  (245,908)
Equity in earnings/(loss) from affiliates  (331,025)
Total $8,125,083 

Refer to the tables above for details on transfers between the Level 3 and Level 2 categories under ASC 820.2022. Transfers into the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of reduced levels of market transparency. Transfers out of the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of increased levels of market transparency. Indications of increases or decreases in levels of market transparency include a change in observable transactions or executable quotes involving these instruments or similar instruments. Changes in these indications could impact price transparency, and thereby cause a change in level designations in future periods.

24


18


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

(Unaudited)

March 31, 2023
The following tables present additional information about the Company’s assets and liabilities which are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value:

Three Months Ended March 31, 2023 (in thousands)
Residential
Mortgage
Loans (1)
Non-Agency
RMBS
Derivative assets (2)AG ArcSecuritized
debt
Derivative liabilities (2)
Beginning balance$4,127,843 $14,917 $98 $39,680 $(3,262,352)$(9)
Purchases22,755 — — — — — 
Issuances of Securitized Debt— — — — (234,754)— 
Proceeds from sales(65,383)— — — 
Principal repayments(73,956)— — — 66,957 — 
Included in net income:
Net premium and discount amortization (3)1,144 (76)— — (2,738)— 
Net realized gain/(loss)(9,758)— — — — — 
Net unrealized gain/(loss)97,211 198 2,377 — (72,642)(66)
Equity in earnings/(loss) from affiliates— — — (2,140)— — 
Other (4)(1,083)— — — — — 
Ending Balance$4,098,773 $15,039 $2,475 $37,540 $(3,505,529)$(75)
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of March 31, 2023
Net premium and discount amortization (3)1,144 (76)— — (2,738)— 
Net unrealized gain/(loss)87,029 198 2,377 — (72,642)(66)
Equity in earnings/(loss) from affiliates— — — (2,140)— — 
(1)The beginning balance includes Securitized residential mortgage loans and Residential mortgage loans held for sale.
(2)Derivative assets and derivative liabilities are included in the "Other assets" and "Other liabilities" line items, respectively, on the consolidated balance sheets.
(3)Included in the interest income and interest expense line items for assets and liabilities, respectively.
(4)Includes transfers of residential mortgage loans to real estate owned as well as activity related to advances.

Three Months Ended March 31, 2022 (in thousands)
Residential
Mortgage Loans (1)
Non-Agency
RMBS
AG ArcSecuritized
debt
Derivative liabilities (2)
Beginning balance$2,634,191 $18,757 $53,435 $(999,215)$(79)
Purchases944,630 — — — — 
Issuances of Securitized Debt— — — (1,074,852)— 
Principal repayments(146,388)(78)— 116,866 — 
Included in net income:
Net premium and discount amortization (3)(1,717)(161)— 49 — 
Net realized gain/(loss)(87)— — — — 
Net unrealized gain/(loss)(158,116)263 — 97,235 79 
Equity in earnings/(loss) from affiliates— — 686 — — 
Other (4)(727)— — — — 
Ending Balance$3,271,786 $18,781 $54,121 $(1,859,917)$— 
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of March 31, 2022
Net premium and discount amortization (3)(2,971)(161)— 49 — 
Net unrealized gain/(loss)(158,925)263 — 97,235 — 
Equity in earnings/(loss) from affiliates— — 686 — — 
(1)Includes Securitized residential mortgage loans.
(2)Derivative liabilities are included in the "Other liabilities" line item on the consolidated balance sheets.
(3)Included in the interest income and interest expense line items for assets and liabilities, respectively.
(4)Includes transfers of residential mortgage loans to real estate owned as well as activity related to advances.

19


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
The following table presents a summary of quantitative information about the significant unobservable inputs used in the fair value measurement of investments for which the Company has utilized Level 3 inputs to determine fair value ($ in thousands).

March 31, 2023December 31, 2022
Valuation TechniqueUnobservable InputFair ValueRange
(Weighted Average) (1)
Fair ValueRange
(Weighted Average) (1)
Securitized Residential Mortgage Loans
Yield4.75% - 6.74% (6.00%)4.75% - 7.32% (6.40%)
Discounted Cash FlowProjected Collateral Prepayments$3,968,770 5.20% - 10.21% (6.75%)$3,707,146 4.81% - 10.19% (6.44%)
Projected Collateral Losses0.05% - 1.42% (0.20%)0.05% - 1.40% (0.22%)
Projected Collateral Severities-2.22% - 26.00% (16.13%)-4.16% - 20.00% (15.40%)
Residential Mortgage Loans (2)
Yield6.02% - 8.04% (6.56%)6.29% - 9.82% (7.16%)
Discounted Cash FlowProjected Collateral Prepayments$127,551 0.00% - 34.58% (25.05%)$418,023 1.38% - 31.28% (16.37%)
Projected Collateral Losses0.00% - 14.74% (0.64%)0.00% - 14.44% (0.48%)
Projected Collateral Severities-23.29% - 10.55% (9.79%)-2.64% - 10.19% (9.99%)
Consensus PricingOffered Quotes$2,452 94.68 - 106.52 (101.50)$2,674 93.46 - 107.05 (101.11)
Non-Agency RMBS
Yield6.61% - 14.00% (10.14%)7.18% - 14.00% (10.59%)
Discounted Cash FlowProjected Collateral Prepayments$15,039 8.72% - 8.72% (8.72%)$14,917 8.14% - 8.14% (8.14%)
Projected Collateral Losses0.35% - 0.35% (0.35%)0.18% - 0.18% (0.18%)
Projected Collateral Severities10.00% - 10.00% (10.00%)10.00% - 10.00% (10.00%)
Derivative Assets (3)
Yield6.20% - 7.26% (6.63%)6.69% - 7.68% (7.54%)
Discounted Cash FlowProjected Collateral Prepayments$2,475 14.97% - 33.59% (25.18%)$98 12.63% - 34.19% (26.71%)
Projected Collateral Losses0.00% - 1.97% (0.58%)0.01% - 0.96% (0.39%)
Projected Collateral Severities10.00% - 10.96% (10.01%)10.00% - 10.00% (10.00%)
Pull Through Percentages45.00% - 100.00% (78.13%)55.00% - 100.00% (72.78%)
AG Arc
Comparable MultipleBook Value Multiple$37,540 0.94x - 0.94x (0.94x)$39,680 0.94x - 0.94x (0.94x)
Securitized Debt
Yield5.05% - 15.00% (5.65%)5.25% - 15.00% (6.07%)
Discounted Cash FlowProjected Collateral Prepayments$(3,505,529)5.20% - 10.21% (6.68%)$(3,262,352)4.81% - 10.19% (6.36%)
Projected Collateral Losses0.05% - 1.42% (0.18%)0.05% - 1.40% (0.19%)
Projected Collateral Severities-2.22% - 26.00% (16.53%)-4.16% - 20.00% (15.81%)
Derivative Liabilities (3)
Yield6.46% - 6.84% (6.62%)7.29% - 7.61% (7.36%)
Discounted Cash FlowProjected Collateral Prepayments$(75)25.77% - 36.00% (31.43%)$(9)21.51% - 31.31% (27.92%)
Projected Collateral Losses0.00% - 0.50% (0.06%)0.01% - 0.46% (0.16%)
Projected Collateral Severities10.00% - 10.00% (10.00%)10.00% - 10.00% (10.00%)
Pull Through Percentages45.00% - 100.00% (73.75%)100.00% - 100.00% (100.00%)
(1)Amounts are weighted based on fair value.

Asset Class Fair Value at
September 30, 2017
  Valuation Technique Unobservable Input Range
(Weighted Average)
Non-Agency RMBS $751,813,956  Discounted Cash Flow Yield 1.80% - 11.63% (4.37%)
    Projected Collateral Prepayments 0.00% - 35.00% (9.80%)
    Projected Collateral Losses 0.00% - 30.00% (3.07%)
    Projected Reperforming Rates 24.64% - 56.76% (41.33%)
    Projected Collateral Severities 0.00% - 100.00% (34.83%)
    Projected Timeline to Liquidation (Months) 18.80 - 22.99 (21.23)
 $22,416,901  Consensus Pricing Offered Quotes 21.50 - 102.73 (82.82)
Non-Agency RMBS Interest Only $2,456,181  Discounted Cash Flow Yield 21.00% - 21.00% (21.00%)
    Projected Collateral Prepayments 17.25% - 17.25% (17.25%)
    Projected Collateral Losses 0.50% - 0.50% (0.50%)
    Projected Collateral Severities 10.00% - 10.00% (10.00%)
 $406,303  Consensus Pricing Offered Quotes 0.80 - 0.80 (0.80)
ABS $32,719,493  Discounted Cash Flow Yield 5.63% - 9.26% (7.72%)
    Projected Collateral Prepayments 20.00% - 40.00% (22.49%)
    Projected Collateral Losses 0.00% - 2.00% (1.75%)
    Projected Collateral Severities 0.00% - 50.00% (43.78%)
 $20,504,295  Consensus Pricing Offered Quotes 100.00 - 100.00 (100.00)
CMBS 142,567,125  Discounted Cash Flow Yield -4.24% - 8.32% (5.74%)
    Projected Collateral Prepayments 0.00% - 0.00% (0.00%)
    Projected Collateral Losses 0.00% - 0.00% (0.00%)
    Projected Collateral Severities 0.00% - 0.00% (0.00%)
 $3,300,006  Consensus Pricing Offered Quotes 5.90 - 7.41 (6.88)
CMBS Interest Only $51,971,524  Discounted Cash Flow Yield 2.56% - 5.85% (4.28%)
    Projected Collateral Prepayments 100.00% - 100.00% (100.00%)
    Projected Collateral Losses 0.00% - 0.00% (0.00%)
    Projected Collateral Severities 0.00% - 0.00% (0.00%)
Residential Mortgage Loans $23,867,531  Discounted Cash Flow Yield 6.25% - 9.00% (7.56%)
    Projected Collateral Prepayments 3.46% - 6.91% (4.66%)
    Projected Collateral Losses 5.21% - 7.02% (5.40%)
    Projected Reperforming Rates 8.67% - 43.58% (22.59%)
    Projected Collateral Severities 19.73% - 43.24% (35.85%)
    Projected Timeline to Liquidation (Months) 14.64 - 29.81 (17.31)
Commercial Loans $32,800,000  Discounted Cash Flow Yield 6.36% - 6.36% (6.36%)
    Credit Spread 4.75 bps - 4.75 bps (4.75 bps)
    Recovery Percentage (1) 100.00% - 100.00% (100.00%)
 $24,598,663  Consensus Pricing Offered Quotes 97.66 - 100.00 (98.65)
Excess Mortgage Servicing Rights $

2,400,760

  Discounted Cash Flow Yield 9.34% - 11.65% (10.01%)
    Projected Collateral Prepayments 8.07% - 12.91% (10.13%)
 $279,804  Consensus Pricing Offered Quotes 0.05 - 0.52 (0.48)
AG Arc $17,824,219  Comparable Multiple Book Value Multiple 1.0x

Liability Class Fair Value at
September 30, 2017
  Valuation Technique Unobservable Input Range
(Weighted Average)
Securitized debt       Yield 3.49% - 3.49% (3.49%)
       Projected Collateral Prepayments 14.00% - 14.00% (14.00%)
 $(17,221,071) Discounted Cash Flow Projected Collateral Losses 7.00% - 7.00% (7.00%)
       Projected Collateral Severities 40.00% - 40.00% (40.00%)

(1) Represents the proportion of the principal expected to be collected relative to the loan balances

(2)Includes Residential mortgage loans held for sale as of September 30, 2017.

25
December 31, 2022.

(3)Derivative assets and derivative liabilities are included in the "Other assets" and "Other liabilities" line items, respectively, on the consolidated balance sheets.


20


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Asset Class Fair Value at
December 31, 2016
  Valuation Technique Unobservable Input Range
(Weighted Average)
Non-Agency RMBS $

694,948,644

  Discounted Cash Flow Yield 1.70% - 18.56% (5.11%)
    Projected Collateral Prepayments 0.00% - 35.00% (9.84%)
    Projected Collateral Losses 0.00% - 38.00% (5.22%)
    Projected Reperforming Rates 18.53% - 46.77% (33.39%)
    Projected Collateral Severities 0.00% - 100.00% (38.57%)
    Projected Timeline to Liquidation (Months) 16.13 - 23.09 (20.72)
 $22,811,890  Consensus Pricing Offered Quotes 21.50 - 100.07 (78.89)
Non-Agency RMBS Interest Only $

3,761,446

  Discounted Cash Flow Yield 17.50% - 17.50% (17.50%)
    Projected Collateral Prepayments 18.00% - 18.00% (18.00%)
    Projected Collateral Losses 0.50% - 0.50% (0.50%)
    Projected Collateral Severities 10.00% - 10.00% (10.00%)
ABS $

21,231,956

  Discounted Cash Flow Yield 4.16% - 6.47% (4.98%)
    Projected Collateral Prepayments 1.50% - 40.00% (22.31%)
    Projected Collateral Losses 0.00% - 2.00% (0.88%)
    Projected Collateral Severities 0.00% - 50.00% (9.81%)
CMBS $

121,056,008

  Discounted Cash Flow Yield 3.32% - 9.16% (6.13%)
    Projected Collateral Prepayments 0.00% - 0.00% (0.00%)
    Projected Collateral Losses 0.00% - 0.00% (0.00%)
    Projected Collateral Severities 0.00% - 0.00% (0.00%)
 $9,733,607  Consensus Pricing Offered Quotes 5.03 - 99.81 (68.64)
CMBS Interest Only $

52,136,726

  Discounted Cash Flow Yield 2.51% - 9.49% (5.85%)
    Projected Collateral Prepayments 100.00% - 100.00% (100.00%)
    Projected Collateral Losses 0.00% - 0.00% (0.00%)
    Projected Collateral Severities 0.00% - 0.00% (0.00%)
Residential Mortgage Loans $

38,195,576

  Discounted Cash Flow Yield 6.50% - 8.00% (7.42%)
    Projected Collateral Prepayments 3.18% - 5.82% (4.51%)
    Projected Collateral Losses 5.16% - 5.32% (5.18%)
    Projected Reperforming Rates 9.59% - 34.53% (22.91%)
    Projected Collateral Severities 25.19% - 84.80% (45.34%)
    Projected Timeline to Liquidation (Months) 12.32 - 29.85 (14.33)
Commercial Loans $44,800,000   Discounted Cash Flow Yield 5.65% - 21.70% (7.98%)
    Credit Spread 4.75 bps - 10 bps (6.16 bps)
    Recovery Percentage (1) 100.00% - 100.00% (100.00%)
 $15,268,800  Consensus Pricing Offered Quotes 95.43 - 95.43 (95.43)
Excess Mortgage Servicing Rights $412,648  Consensus Pricing Offered Quotes 0.09 - 0.62 (0.55)
AG Arc $12,894,819  Comparable Multiple Book Value Multiple 1.0x

Liability Class Fair Value at
December 31, 2016
  Valuation Technique Unobservable Input Range
(Weighted Average)
Securitized debt $(21,491,710 Discounted Cash Flow Yield 3.36% - 3.36% (3.36%)
   Projected Collateral Prepayments 14.00% - 14.00% (14.00%)
   Projected Collateral Losses 7.00% - 7.00% (7.00%)
   Projected Collateral Severities 40.00% - 40.00% (40.00%)
Loan participation payable (1,800,000

)

 Discounted Cash Flow Yield 21.70% - 21.70% (21.70%)
   Credit Spread 10 bps - 10 bps (10 bps)
   Recovery Percentage* 100.00% - 100.00% (100.00%)

(1) Represents the proportion(Unaudited)

March 31, 2023
6. Financing

The following table presents a summary of the principal expected to be collected relative to the loan balancesCompany's financing as of March 31, 2023 and December 31, 2016.

As further described above, values for the Company’s securities portfolio are based upon prices obtained from third party pricing services. Broker quotations may also be used. The significant unobservable inputs used2022 ($ in the fair value measurement of the Company’s securities are prepayment rates, probability of default, and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.

Also, as described above, valuation of the Company’s loan portfolio is determined by the Manager using third-party pricing services where available, specialized third party valuation service providers, or model-based pricing. The evaluation considers the underlying characteristics of each loan, which are observable inputs, including: coupon, maturity date, loan age, reset date, collateral type, periodic and life cap, geography, and prepayment speeds. These valuations also require significant judgments, which include assumptions regarding capitalization rates, re-performance rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders and other factors deemed necessary by management. Changes in the market environment and other events that may occur over the life of our investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently estimated. If applicable, analyses provided by valuation service providers are reviewed and considered by the Manager.

26
thousands).

March 31, 2023December 31, 2022
Weighted AverageCollateral Fair Value (1)(2)
Current FaceCarrying ValueStated MaturityFunding CostLife (Years)Carrying Value
Financing Arrangements by Asset Type
Securitized Non-Agency Loans (3)$192,964 $192,964 Apr 2023 - May 20246.62 %0.23$372,882 $197,937 
Securitized Re- and Non-Performing Loans (3)39,147 39,147 Apr 20237.39 %0.0668,231 34,151 
Residential mortgage loans (4)(5)105,768 105,768 June 2023 - Jan 20246.78 %0.40126,131 360,241 
Non-Agency RMBS22,390 22,390 Apr 2023 - May 20246.11 %0.1835,787 14,695 
Agency RMBS269,189 269,189 Apr 20234.98 %0.04287,197 14,163 
Total Financing Arrangements$629,458 $629,458 5.97 %0.16$890,228 $621,187 
Securitized debt, at fair value (6)$4,052,498 $3,505,529 N/A4.20 %7.18N/A$3,262,352 
Total Financing$4,681,956 $4,134,987 4.47 %6.24$890,228 $3,883,539 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

6. Repurchase agreements

(1)The Company pledges certain real estate securitiesalso had $1.1 million and loans as collateral$3.4 million of cash pledged under repurchase agreements with financial institutions, the termsas of March 31, 2023 and conditions of which are negotiated on a transaction-by-transaction basis. Repurchase agreements involve the sale and a simultaneous agreement to repurchase the transferred assets or similar assets at a future date. The amount borrowed generally is equal to the fair value of the assets pledged less an agreed-upon discount, referred to as a “haircut.” The Company calculates haircuts disclosed in the tables below by dividing allocated capital on each borrowing by the current fair market value of each investment. Repurchase agreements entered into by the Company are accounted for as financings and require the repurchase of the transferred assets at the end of each agreement’s term, typically 30 to 90 days. The carrying amount of the Company’s repurchase agreements approximates fair value due to their short-term maturities or floating rate coupons. If the Company maintains the beneficial interest in the specific assets pledged during the term of the borrowing, it receives the related principal and interest payments. If the Company does not maintain the beneficial interest in the specific assets pledged during the term of the borrowing, it will have the related principal and interest payments remitted to it by the lender. Interest rates on these borrowings are fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is paid at the termination of the borrowing at which time the Company may enter into a new borrowing arrangement at prevailing market rates with the same counterparty or repay that counterparty and negotiate financing with a different counterparty. If the fair value of pledged assets declines due to changes in market conditions or the publishing of monthly security paydown factors, lenders typically would require the Company to post additional securities as collateral, pay down borrowings or establish cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, referred to as margin calls. The fair value of financial instruments pledged as collateral on the Company’s repurchase agreements disclosed in the tables below represent the Company’s fair value of such instruments which may differ from the fair value assigned to the collateral by its counterparties. The Company maintains a level of liquidity in the form of cash and unpledged Agency RMBS and Agency Interest-Only securities in order to meet these obligations. December 31, 2022, respectively.
(2)Under the terms of the Company’s master repurchasefinancing agreements, the Company's financing counterparties may, in certain cases, sell or re-hypothecate the pledged collateral.

(3)Amounts pledged as collateral under Securitized residential mortgage loans include certain of the Company's retained interests in securitizations. Refer to Note 3 for more information on the Residential Mortgage Loan VIEs.
(4)The Company's Residential mortgage loan financing arrangements include a maximum uncommitted borrowing capacity of $2.2 billion on facilities used to finance Non-Agency and Agency-Eligible Loans.
(5)The funding cost includes deferred financing costs. The weighted average stated rate on the Residential mortgage loans financing arrangements was 6.49% as of March 31, 2023.
(6)The holders of the securitized debt have no recourse to the general credit of the Company. The Company has no obligation to provide any other explicit or implicit support to the Residential Mortgage Loan VIEs.

The following table presents certain financialcontractual maturity information regardingabout the Company’s repurchase agreements secured by real estate securitiesCompany's borrowings under financing arrangements as of September 30, 2017:

  Repurchase Agreements  Collateral Pledged 
Repurchase Agreements Maturing Within: Balance  Weighted Average
 Rate
  Weighted Average
Haircut
  Fair Value Pledged  Amortized Cost  Accrued Interest 
Overnight $107,066,000   1.26%  3.0% $110,372,484  $109,526,493  $313,586 
30 days or less  2,039,853,000   1.77%  9.6%  2,297,649,801   2,231,098,823   7,932,198 
31-60 days  369,334,000   1.87%  10.3%  425,787,109   419,340,738   1,349,706 
61-90 days  19,965,000   2.79%  26.2%  27,056,415   26,820,517   106,417 
91-180 days  111,027,000   1.55%  10.0%  124,326,562   124,458,675   341,221 
Greater than 180 days  12,105,000   2.89%  17.9%  14,804,895   14,808,920   19,952 
Total / Weighted Average $2,659,350,000   1.76%  9.6% $2,999,997,266  $2,926,054,166  $10,063,080 

The followingMarch 31, 2023 (in thousands). Securitized debt is excluded from the below table presents certain financial information regarding the Company’s repurchase agreements secured by real estate securities as of December 31, 2016:

  Repurchase Agreements  Collateral Pledged 
Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
 Haircut
  Fair Value Pledged  Amortized Cost  Accrued Interest 
Overnight $70,899,000   0.66%  3.5% $73,485,225  $73,170,802  $191,554 
30 days or less  961,185,000   1.79%  14.7%  1,164,241,469   1,152,472,020   3,851,520 
31-60 days  465,776,000   1.23%  8.6%  514,624,485   512,633,509   1,607,435 
61-90 days  129,119,000   1.69%  13.2%  151,989,415   151,567,289   399,702 
91-180 days  16,897,000   2.81%  21.6%  21,554,174   21,892,108   17,056 
Greater than 180 days  209,293,104   1.93%  4.7%  252,940,437   244,734,715   948,975 
Total / Weighted Average $1,853,169,104   1.63%  11.5% $2,178,835,205  $2,156,470,443  $7,016,242 

The following table presents certain financial information regarding the Company’s repurchase agreements secured by interests in residential mortgage loans as of September 30, 2017:

  Repurchase Agreements  Collateral Pledged 
Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Funding Cost
  Weighted Average
Haircut
  Fair Value
Pledged
  Amortized Cost  Accrued Interest 
Greater than 180 days $13,405,824   3.74%  3.97%  35.2% $20,767,883  $19,352,254  $26,553 

The following table presents certain financial information regarding the Company’s repurchase agreements secured by interests in residential mortgage loans as of December 31, 2016:

  Repurchase Agreements  Collateral Pledged 
Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Funding Cost
  Weighted Average
Haircut
  Fair Value
Pledged
  Amortized Cost  Accrued Interest 
Greater than 180 days $25,544,702   3.27%  3.79%  30.3% $34,088,921  $32,849,686  $45,068 

27
it does not have a contractual maturity.

Financing Arrangements by Asset TypeWithin 30 DaysOver 30 Days to 3 MonthsOver 3 Months to 12 MonthsOver 12 MonthsTotal
Securitized Non-Agency Loans$151,894 $7,591 $— $33,479 $192,964 
Securitized Re- and Non-Performing Loans39,147 — — — 39,147 
Residential mortgage loans— 32,173 73,595 — 105,768 
Non-Agency RMBS19,399 — — 2,991 22,390 
Agency RMBS269,189 — — — 269,189 
Total Financing Arrangements$479,629 $39,764 $73,595 $36,470 $629,458 


21


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

(Unaudited)

March 31, 2023
Counterparties

The following table presents certain financial information regarding the Company’s repurchase agreements secured by interests in commercial loansCompany had outstanding financing arrangements with six counterparties as of September 30, 2017:

  Repurchase Agreements  Collateral Pledged 
Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Funding Cost
  Weighted Average
Haircut
  Fair Value
Pledged
  Amortized Cost  Accrued Interest 
Greater than 180 days $21,796,000   3.39%  3.39%  33.5% $32,800,000  $32,800,000  $206,986 

The following table presents certain financial information regarding the Company’s repurchase agreements secured by commercial loans as ofMarch 31, 2023 and December 31, 2016:

  Repurchase Agreements  Collateral Pledged 
Repurchase Agreements Maturing Within: Balance  Weighted Average
 Rate
  Weighted Average
 Funding Cost
  Weighted Average
Haircut
  Fair Value
Pledged
  Amortized Cost  Accrued Interest 
Greater than 180 days $21,796,000   2.91%  3.13%  33.5% $32,800,000  $32,798,706  $125,314 

Although repurchase agreements are committed borrowings until maturity, the lender retains the right to mark the underlying collateral to fair value. A reduction in the value of pledged assets resulting from changes in market conditions or factor changes would require the Company to provide additional collateral or cash to fund margin calls. See Note 7 for details on collateral posted/received against certain derivatives. 2022.


The following table presents information with respect to the Company’s postingas of collateral under repurchase agreements on September 30, 2017March 31, 2023 and December 31, 2016, broken out by investment type:

  September 30, 2017  December 31, 2016 
Fair Value of investments pledged as collateral under repurchase agreements        
Agency RMBS $1,849,664,503  $965,154,048 
Non-Agency RMBS  905,878,564   990,985,143 
ABS  35,918,646   21,231,956 
CMBS  208,535,553   201,464,058 
Residential Mortgage Loans  20,767,883   31,031,107 
Commercial Mortgage Loans  32,800,000   32,800,000 
Cash pledged (i.e., restricted cash) under repurchase agreements  10,855,418   17,149,022 
Fair Value of unsettled trades pledged as collateral under repurchase agreements:  -   3,057,814 
Total collateral pledged under Repurchase agreements $3,064,420,567  $2,262,873,148 

The following table presents information with respect to the Company’s total borrowings under repurchase agreements on September 30, 2017 and December 31, 2016, broken out by investment type:

  September 30, 2017  December 31, 2016 
Repurchase agreements secured by investments:        
Agency RMBS $1,752,725,000  $907,041,000 
Non-Agency RMBS  721,638,000   776,459,104 
ABS  26,248,000   15,283,000 
CMBS  158,739,000   154,386,000 
Residential Mortgage Loans  13,405,824   25,544,702 
Commercial Mortgage Loans  21,796,000   21,796,000 
Gross Liability for Repurchase agreements $2,694,551,824  $1,900,509,806 

The following table presents both gross information and net information about repurchase agreements eligible for offset in the consolidated balance sheets as of September 30, 2017:

           Gross Amounts Not Offset in the
Consolidated Balance Sheets
    
Description Gross Amounts of
Recognized
Liabilities
  Gross Amounts
Offset in the
Consolidated Balance
Sheets
  Net Amounts of Liabilities
Presented in the Consolidated
Balance Sheets
  Financial
Instruments
Posted
  Cash Collateral
Posted
  Net Amount 
Repurchase Agreements $2,694,551,824  $-  $2,694,551,824  $2,694,551,824  $-  $- 

28

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

The following table presents both gross information and net information about repurchase agreements eligible for offset in the consolidated balance sheets as of December 31, 2016:

           Gross Amounts Not Offset in the
Consolidated Balance Sheets
    
Description Gross Amounts of
Recognized
Liabilities
  Gross Amounts
Offset in the
Consolidated Balance
Sheets
  Net Amounts of Liabilities
Presented in the Consolidated
Balance Sheets
  Financial
Instruments
Posted
  Cash Collateral
Posted
  Net Amount 
Repurchase Agreements $1,900,509,806  $-  $1,900,509,806  $1,900,509,806  $-  $- 

The Company seeks to obtain financing from several different counterparties in order to reduce the financing risk related to any single counterparty. The Company has entered into master repurchase agreements (“MRAs”) or loan agreements with such financing counterparties. As of September 30, 2017 and December 31, 2016 the Company had 39 and 37 financing counterparties, respectively, under which it had outstanding debt with 28 and 23 counterparties, respectively.

The following table presents information at September 30, 20172022 with respect to each counterparty that provides the Company with financing for which the Company had greater than 5% of its stockholders’ equity at risk, excluding stockholders’ equity at risk under financing through affiliated entities.

Counterparty Stockholders’ Equity
at Risk
  Weighted Average
Maturity (days)
  Percentage of
Stockholders’ Equity
 
RBC (Barbados) Trading Bank Corporation $40,066,058   22   6%
Barclays Capital Inc  37,669,214   11   5%

The following table presents information at Decemberentities ($ in thousands).


March 31, 2023December 31, 2022
CounterpartyStockholders' Equity
at Risk
Weighted Average
Maturity (days)
Percentage of
Stockholders' Equity
Stockholders' Equity
at Risk
Weighted Average
Maturity (days)
Percentage of
Stockholders' Equity
BofA Securities, Inc.$96,738 8020.9 %$36,193 937.8 %
Barclays Capital Inc.87,548 7119.0 %81,445 11317.6 %
JP Morgan Securities, LLC28,682 416.2 %(2)(2)(2)
Credit Suisse AG, Cayman Islands Branch(1)(1)(1)130,587 7128.2 %
(1)As of March 31, 2016 with respect to each counterparty that provides the Company with financing for which2023, the Company had greaterless than 5% of its stockholders’ equity at risk, excluding stockholders’ equity at risk under financing through affiliated entities.

Counterparty Stockholders’ Equity
at Risk
  Weighted Average
Maturity (days)
  Percentage of
Stockholders’ Equity
 
Wells Fargo Bank, N.A. $50,917,158   357   8%
JP Morgan Securities, LLC  34,885,263   160   5%

On April 13, 2015, the Company,arrangements with Credit Suisse AG, MIT, LLC (“AG MIT”) and AG MIT CMO, LLC (“AG MIT CMO”), each a subsidiary of the Company, entered into Amendment Number 2 to the Master Repurchase and Securities Contract (the “Second Renewal”) with Wells Fargo Bank, National Association (“Wells Fargo”). The Company elected not to renew the Second Renewal as of September 30, 2017, and the securities that were financed under this facility have since been financed with different counterparties. Cayman Islands Branch.

(2)As of December 31, 2016,2022, the Company had $93.4 millionless than 5% of debt outstandingits equity at risk under this facility.

On February 23, 2017, AG MIT WFB1 2014 LLC (“AG MIT WFB1”), a subsidiary of the Company, entered into Amendment Number Five of the Master Repurchase Agreement andfinancing arrangements with JP Morgan Securities, Contract (as amended, the “WFB1 Repurchase Agreement”) with Wells Fargo to finance the ownership and acquisition of certain beneficial interests in trusts owning participation interests in one or more pools of residential mortgage loans. Each transaction under the WFB1 Repurchase Agreement has its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate. The WFB1 Repurchase Agreement provides for a funding period ending February 23, 2018 and a facility termination date of February 22, 2019. The maximum aggregate borrowing capacity available under the WFB1 Repurchase Agreement is $50.0 million. The WFB1 Repurchase Agreement contains representations, warranties, covenants, including financial covenants, events of default and indemnities that are customary for agreements of this type. As of September 30, 2017, the Company had $13.4 million of debt outstanding under the WFB1 Repurchase Agreement. As of December 31, 2016, the Company had $25.5 million of debt outstanding under Amendment Number Four of the WFB1 Repurchase Agreement.

On September 17, 2014, AG MIT CREL, LLC (“AG MIT CREL”), a subsidiary of the Company, entered into a Master Repurchase Agreement and Securities Contract (the “CREL Repurchase Agreement”) with Wells Fargo to finance AG MIT CREL’s acquisition of certain beneficial interests in one or more commercial mortgage loans. Each transaction under the CREL Repurchase Agreement will have its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate. The CREL Repurchase Agreement provided for a funding period ending September 17, 2016 and an initial facility termination date of September 17, 2016 (the “Initial Termination Date”), subject to the satisfaction of certain terms of the extensions described below. AG MIT CREL had three (3) one-year options to extend the term of the CREL Repurchase Agreement: (i) the first for an additional one year period (the “First Extension Period”) ending September 17, 2017 (the “First Extended Termination Date”), (ii) the second for an additional one year period (the “Second Extension Period”) ending September 17, 2018 (the “Second Extended Termination Date”) and (iii) the third for an additional one year period ending September 17, 2019 (the “Third Extended Termination Date”). For each of the Initial Termination Date, the First Extended Termination Date, the Second Extended Termination Date and the Third Extended Termination Date, if such day is not a Business Day, such date would be the next succeeding Business Day. Each option was exercisable in each case no more than ninety (90) days and no fewer than thirty (30) days prior to the initial facility termination date, the First Extended Termination Date or the Second Extended Termination Date, as the case may be.

29
LLC.


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated

Financial Statements (unaudited)

September 30, 2017

On August 4, 2015, the Company, AG MIT CREL and AG MIT entered into an Omnibus Amendment No. 1 to Master Repurchase and Securities Contract, Guarantee Agreement and Fee and Pricing Letter (the “First Amendment”) with Wells Fargo. The First Amendment amended certain terms in the CREL Repurchase Agreement, the Guarantee, dated as of September 17, 2014, delivered by the Company and AG MIT to Wells Fargo and the Fee and Pricing Letter, dated as of September 17, 2014, between AG MIT CREL and Wells Fargo. The First Amendment lowered the maximum aggregate borrowing capacity available under the CREL Repurchase Agreement from $150 million to approximately $42.8 million. The First Amendment also provided that the CREL Repurchase Agreement become full recourse to the Company and AG MIT, LLC. By amending the recourse of the CREL Repurchase Agreement to the Company and AG MIT, the Company was able to remove certain financial covenants on AG MIT CREL that limited the amount that AG MIT CREL could borrow under the CREL Repurchase Agreement. The First Amendment also eliminated the fee for the portion of the repurchase facility that was unused. The CREL Repurchase Agreement contains representations, warranties, covenants, including financial covenants, events of default and indemnities that are customary for agreements of this type. As of September 30, 2017 and December 31, 2016, the Company had $21.8 million of debt outstanding under this facility.

In September 2016, the Company exercised its option to extend the term of the CREL Repurchase Agreement to the First Extended Termination Date. In June 2017, the Company, AG MIT CREL and AG MIT entered into an Omnibus Amendment No. 2 to Master Repurchase and Securities Contract, Guarantee Agreement and Fee and Pricing Letter (the “Second Amendment”) with Wells Fargo. The Second Amendment amended the CREL Repurchase Agreement to extend the facility termination date to July 1, 2019 and remove the second and third extension options.

Covenants


The Company’s MRAsfinancing arrangements generally include customary representations, warranties, and covenants, but may also contain more restrictive supplemental terms and conditions. Although specific to each MRA,financing arrangement, typical supplemental terms include requirements of minimum equity and liquidity, leverage ratios, and performance triggers ortriggers. In addition, some of the financing arrangements contain cross default features, whereby default under an agreement with one lender simultaneously causes default under agreements with other financial ratios.

7. Derivatives

The Company’s derivatives may include interest rate swaps (“swaps”), TBAs, and Eurodollar Futures and U.S. Treasury Futures, (collectively, “Futures”). Derivatives have not been designated as hedging instruments. Thelenders. To the extent that the Company may also utilize other instrumentsfails to manage interest rate risk, including long and short positions in U.S. Treasury securities.

The Company exchanges cash “variation margin”comply with the counterparties to its derivative instruments at least on a daily basis based upon daily changescovenants contained in fair value as measured by the Chicago Mercantile Exchange (“CME”), the central clearinghouse through which those derivatives are cleared. In addition, the CME requires market participants to deposit and maintain an “initial margin” amount whichthese financing arrangements or is determined by the CME and is generally intendedotherwise found to be set at a level sufficient to protectin default under the CME fromterms of such agreements, the maximum estimated single-day price movement in that market participant’s contracts.

Receivables recognized forcounterparty has the right to reclaim cash initial margin postedaccelerate amounts due under the associated agreement. Financings pursuant to repurchase agreements and revolving facilities are generally recourse to the Company. As of March 31, 2023, the Company is in respectcompliance with all of derivative instruments are included inits financial covenants.


7. Other assets and liabilities

The following table details certain information related to the “Restricted cash”Company's "Other assets" and "Other liabilities" line item in theitems on its consolidated balance sheets. Priorsheet as of March 31, 2023 and December 31, 2022 (in thousands).

March 31, 2023December 31, 2022
Other assets
Interest receivable$20,274 $20,593 
Derivative assets, at fair value2,485 1,218 
Other assets4,358 4,983 
Due from broker264 801 
Total Other assets$27,381 $27,595 
Other liabilities
Due to affiliates (1)$3,661 $3,652 
Interest payable14,544 14,114 
Derivative liabilities, at fair value609 
Accrued expenses2,222 1,811 
Due to broker316 
Total Other liabilities$21,352 $19,593 
(1)Refer to the first quarter of 2017, the daily exchange of variation margin associated with centrally cleared derivative instruments was considered a pledge of collateral. For these prior periods, receivables recognizedNote 10 for the right to reclaim cash variation margin posted in respect of derivative instruments are included in the “Restricted cash” line item in the consolidated balance sheets. The Company elected to offset any payables recognized for the obligation to return cash variation margin received from a derivative instrument counterparty against receivables recognized for the right to reclaim cash initial margin posted by the Company to that same counterparty.

Beginning in the first quarter of 2017, as a result of a CME amendment to their rule book which governs their central clearing activities, the daily exchange of variation margin associated with a centrally cleared derivative instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, beginning in 2017, the Company accounts for the daily receipt or payment of variation margin associated with its centrally cleared derivative instruments as a direct reduction to the carrying value of the derivative asset or liability, respectively. Beginning in 2017, the carrying amount of centrally cleared derivative instruments reflected in the Company’s consolidated balance sheets approximates the unsettled fair value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments represents the change in fair value that occurred on the last day of the reporting period. Non-exchange traded derivatives were not affected by these legal interpretations and continue to be reported at fair value including accrued interest.

30
more information.

22



AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

(Unaudited)

March 31, 2023

Derivatives

The following table presents the fair value of the Company’s derivativeCompany's derivatives and other instruments and their balance sheet location at September 30, 2017as of March 31, 2023 and December 31, 2016.

Derivatives and Other Instruments Designation Balance Sheet Location September 30, 2017  December 31, 2016 
Interest rate swaps Non-Hedge Derivative liabilities, at fair value $(587,383) $(1,847,219)
Interest rate swaps Non-Hedge Derivative assets, at fair value  815,622   3,703,366 
TBAs Non-Hedge Derivative liabilities, at fair value  (1,537,167)  (423,825)
TBAs Non-Hedge Derivative assets, at fair value  117,693   - 
Short positions on Eurodollar Futures Non-Hedge Derivative assets, at fair value  75,000   - 
Short positions on U.S. Treasury Futures Non-Hedge Derivative liabilities, at fair value  -   (636,211)
Short positions on U.S. Treasury Futures Non-Hedge Derivative assets, at fair value  19,531   - 
Short positions on U.S. Treasuries Non-Hedge Obligation to return securities borrowed under reverse repurchase agreements, at fair value (1)  -   (22,365,000)

2022 (in thousands).

Derivatives and Other Instruments (1)Balance Sheet 
Location
March 31, 2023December 31, 2022
Pay Fix/Receive Float Interest Rate Swap Agreements (2)Other assets$— $470 
Pay Fix/Receive Float Interest Rate Swap Agreements (2)Other liabilities(280)— 
Long TBAsOther assets— 
Long TBAsOther liabilities(3)— 
Short TBAsOther assets650 
Short TBAsOther liabilities(251)— 
Forward Purchase CommitmentsOther assets2,475 98 
Forward Purchase CommitmentsOther liabilities(75)(9)
(1) The Company’s obligation to return securities borrowed under reverse repurchase agreements asAs of March 31, 2023 and December 31, 2016 relates to securities borrowed to cover short sales2022, no derivatives held by the Company were designated as hedges for accounting purposes.
(2)As of U.S. Treasury securities. The changeMarch 31, 2023, the Company applied a reduction in fair value of $3.9 million and $6.6 million to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash. As of December 31, 2022, the borrowed securities is recordedCompany applied a reduction in fair value of $17.3 million to its interest rate swap assets related to variation margin with a corresponding increase in restricted cash, net of collateral posted by the “Unrealized gain/(loss) on derivatives and other instruments, net” line item in the Company’s consolidated statement of operations.

Company's derivative counterparties.


The following table summarizes information related to derivatives and other instruments:

Non-hedge derivatives and other instruments held long/(short): September 30, 2017  December 31, 2016 
Notional amount of Pay Fix/Receive Float Interest Rate Swap Agreements $1,862,000,000  $644,000,000 
Notional amount of TBAs  116,000,000   (25,000,000)
Notional amount of short positions on Eurodollar Futures (1)  (150,000,000)  - 
Notional amount of short positions on U.S. Treasury Futures (2)  (25,000,000)  (141,500,000)
Notional amount of short positions on U.S. Treasuries  -   (24,000,000)

instruments (in thousands).


Notional amount of non-hedge derivatives and other instruments:Notional CurrencyMarch 31, 2023December 31, 2022
Pay Fix/Receive Float Interest Rate Swap Agreements (1)USD$468,000 $335,000 
Short TBAsUSD— 40,000 
Forward Purchase CommitmentsUSD163,773 8,006 
(1) Each Eurodollar Future contract embodies $1.0 millionAs of notional value.

(2) Each U.S. Treasury Future contract embodies $100,000March 31, 2023, the Company's pay fix/receive float interest rate swaps had a weighted average pay-fixed rate of notional value.

The following table summarizes gains/(losses) related3.69%, a weighted average receive-variable rate of 4.87%, and a weighted average years to derivativesmaturity of 4.37 years. As of December 31, 2022, the Company's pay fix/receive float interest rate swaps had a weighted average pay-fixed rate of 2.77%, a weighted average receive-variable rate of 4.30%, and other instruments:

    Three Months Ended  Three Months Ended  Nine Months Ended  Nine Months Ended 
Non-hedge derivatives and other instruments gain/(loss): Statement of Operations Location September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Interest rate swaps, at fair value Unrealized gain/(loss) on derivative and other instruments, net $2,954,860  $9,700,438  $6,213,709  $(9,816,031)
Interest rate swaps, at fair value Net realized gain/(loss)  (1,813,293)  (5,205,405)  (9,896,031)  (10,938,839)
Long positions on Eurodollar Futures Unrealized gain/(loss) on derivative and other instruments, net  -   2,997   -   2,997 
Short positions on Eurodollar Futures Unrealized gain/(loss) on derivative and other instruments, net  74,624   146,044   74,624   (4,503)
Short positions on Eurodollar Futures Net realized gain/(loss)  323,059   242,006   323,059   242,006 
Long positions on U.S. Treasury Futures Unrealized gain/(loss) on derivative and other instruments, net  -   126,468   -   106,094 
Long positions on U.S. Treasury Futures Net realized gain/(loss)  -   (351,329)  -   (224,410)
Short positions on U.S. Treasury Futures Unrealized gain/(loss) on derivative and other instruments, net  (721,752)  (21,123)  658,059   - 
Short positions on U.S. Treasury Futures Net realized gain/(loss)  (223,953)  292,930   (4,054,532)  307,986 
TBAs (1) Unrealized gain/(loss) on derivative and other instruments, net  53,913   (409,021)  (995,626)  32,225 
TBAs (1) Net realized gain/(loss)  1,671,836   420,547   3,002,891   445,586 
Long positions on U.S. Treasuries Unrealized gain/(loss) on derivative and other instruments, net  -   (3,081,289)  -   4,498,750 
Long positions on U.S. Treasuries Net realized gain/(loss)  -   1,412,695   -   1,836,523 
Short positions on U.S. Treasuries Unrealized gain/(loss) on derivative and other instruments, net  -   415,782   (1,724,922)  215,391 
Short positions on U.S. Treasuries Net realized gain    -   -   1,730,547   - 

(1) For the three months ended September 30, 2017, gains and losses from purchases and salesa weighted average years to maturity of TBAs consisted of $1.5 million of net TBA dollar roll net interest income and net gains of $0.2 million due to price changes. For the nine months ended September 30, 2017, gains and losses from purchases and sales of TBAs consisted of $2.6 million of net TBA dollar roll net interest income and net losses of $(0.6) million due to price changes. For the three months ended September 30, 2016, gains and losses from purchases and sales of TBAs consisted of $0.1 million of net TBA dollar roll net interest income and net losses of $(0.1) million due to price changes. For the nine months ended September 30, 2016, gains and losses from purchases and sales of TBAs consisted of $0.2 million of net TBA dollar roll net interest income and net gains of $0.3 million due to price changes.

31
4.77 years.


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

The following table presents both gross information and net information about derivative

Derivative and other instruments eligible for offset inare presented gross on the consolidated balance sheets as of September 30, 2017:

           Gross Amounts Not Offset in the
Consolidated Balance Sheet
    
Description Gross Amounts of
Recognized
Assets
(Liabilities)
  Gross Amounts
Offset in the
Consolidated Balance
Sheets
  Net Amounts of Assets
(Liabilities) Presented in the
Consolidated Balance Sheets
  Financial
Instruments
(Posted)/Received
  Cash Collateral
(Posted)/Received
  Net Amount 
Derivative Assets (1)                        
Interest Rate Swaps $1,151,090  $-  $1,151,090  $-  $598,139  $552,951 
U.S. Treasury Futures - Short  19,531   -   19,531   -   -   19,531 
Eurodollar Futures - Short  75,000   -   75,000   -   -   75,000 
TBAs  117,693   -   117,693   -   -   117,693 
Total Derivative Assets $1,363,314  $-  $1,363,314  $-  $598,139  $765,175 
                         
Derivative Liabilities (2)                        
Interest Rate Swaps $(534,763) $-  $(534,763) $-  $(534,763) $- 
TBAs  (1,537,167)  -   (1,537,167)  -   (1,537,167)  - 
Total Derivative Liabilities $(2,071,930) $-  $(2,071,930) $-  $(2,071,930) $- 

(1) Included in Derivative Assets on the consolidated balance sheet is $1,363,314 less accrued interest of $(335,468) for a total of $1,027,846.

(2) Included in Derivative Liabilities on the consolidated balance sheet is $(2,071,930) less accrued interest of $(52,620) for a total of $(2,124,550).

The following table presents both gross informationMarch 31, 2023 and net information about derivative instruments eligible for offset in the consolidated balance sheets as of December 31, 2016:

           Gross Amounts Not Offset in the
Consolidated Balance Sheet
    
Description Gross Amounts of
Recognized
Assets
(Liabilities)
  Gross Amounts
Offset in the
 Consolidated Balance
Sheets
  Net Amounts of Assets
(Liabilities) Presented in the
Consolidated Balance Sheets
  Financial
Instruments
(Posted)/Received
  Cash Collateral
(Posted)/Received
  Net Amount 
Receivable Under Reverse Repurchase Agreements $22,680,000  $-  $22,680,000  $22,365,000  $-  $315,000 
                         
Derivative Assets (1)                        
Interest Rate Swaps $4,559,134  $-  $4,559,134  $-  $879,575  $3,679,559 
Total Derivative Assets $4,559,134  $-  $4,559,134  $-  $879,575  $3,679,559 
                         
Derivative Liabilities (2)                        
Interest Rate Swaps $(1,705,865) $-  $(1,705,865) $-  $(1,705,865) $- 
U.S. Treasury Futures - Short  (636,211)  -   (636,211)  -   (636,211)  - 
TBAs  (423,824)  -   (423,824)  (423,824)  -   - 
Total Derivative Liabilities $(2,765,900) $-  $(2,765,900) $(423,824) $(2,342,076) $- 

(1) Included in Derivative Assets on the consolidated balance sheet is $4,559,134 less accrued interest of $(855,768) for a total of $3,703,366.

(2) Included in Derivative Liabilities on the consolidated balance sheet is $(2,765,900) plus accrued interest of $(141,355) for a total of $(2,907,255).

2022, if applicable. The Company has not offset or netted any derivatives or other instruments with any financial instruments or cash collateral posted or received.

The Company must post cash or securities as collateral on its derivative instruments when their fair value declines. This typically occurs when prevailing market rates change adversely, with the severity of the change also dependent on the term of the derivatives involved. The posting of collateral is generally bilateral, meaning that if the fair value of the Company’s derivatives increases, its counterparty willmust post collateral. As of March 31, 2023, the Company's restricted cash balance included $12.3 million of collateral related to it. On September 30, 2017,certain derivatives, of which $15.0 million represents cash collateral posted by the Company pledged real estate securities with a fair valueand has been reduced by $2.7 million related to variation margin. As of $7.7 million and cash of $26.5 million as collateral against certain derivatives. The Company’s counterparties posted cash of $0.6 million to it as collateral for certain derivatives. On December 31, 2016,2022, the Company's restricted cash balance included $9.6 million of collateral related to certain derivatives, of which $1.3 million represents cash collateral posted by the Company pledged real estate securities with a fair value of $7.1and $8.3 million and cash of $9.4 million as collateral against certain derivatives. The Company’s counterparties posted cash of $0.9 millionrepresents amounts related to it as collateral for certain derivatives.

Interest rate swaps

To help mitigate exposure to increases in short-term interest rates, the Company uses currently-paying and may use forward-starting, one- or three-month LIBOR-indexed, pay-fixed, receive-variable, interest rate swap agreements. This arrangement hedges our exposure to higher short-term interest rates because the variable-rate payments received on the swap agreements largely offset additional interest accruing on the related borrowings due to the higher interest rate, leaving the fixed-rate payments to be paid on the swap agreements as the Company’s effective borrowing rate, subject to certain adjustments including changes in spreads between variable rates on the swap agreements and actual borrowing rates.

32
variation margin.


23


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

As of September 30, 2017, the Company’s interest rate swap positions consist of pay-fixed interest rate swaps. (Unaudited)

March 31, 2023
The following table summarizes gains/(losses) related to derivatives and other instruments (in thousands):

Three Months Ended
March 31, 2023March 31, 2022
Included within Net unrealized gain/(loss)
Interest Rate Swaps$(21,386)$46,404 
Long TBAs(211)
Short TBAs(899)3,645 
Forward Purchase Commitments2,311 79 
(19,969)49,917 
Included within Net realized gain/(loss)
Interest Rate Swaps9,823 15,707 
Short TBAs179 9,946 
10,002 25,653 
Total income/(loss)$(9,967)$75,570 

TBAs
The following table presents information about the Company’s interest rate swaps as of September 30, 2017:

Maturity Notional Amount  Weighted Average
Pay-Fixed Rate
  Weighted Average
Receive-Variable Rate
  Weighted Average
Years to Maturity
 
2017 $36,000,000   0.88%  1.31%  0.09 
2019  170,000,000   1.36%  1.31%  2.13 
2020  620,000,000   1.64%  1.31%  2.63 
2022  606,000,000   1.87%  1.32%  4.78 
2024  205,000,000   2.03%  1.31%  6.71 
2026  75,000,000   2.12%  1.31%  9.14 
2027  150,000,000   2.26%  1.32%  9.63 
Total/Wtd Avg $1,862,000,000   1.79%  1.32%  4.51 

As of December 31, 2016, the Company’s interest rate swap positions consist of pay-fixed interest rate swaps. The following table presents information about the Company’s interest rate swaps as of December 31, 2016:

Maturity Notional Amount  Weighted Average
Pay-Fixed Rate
  Weighted Average
Receive-Variable Rate
  Weighted Average
Years to Maturity
 
2017 $36,000,000   0.88%  0.89%  0.84 
2019  170,000,000   1.36%  0.91%  2.88 
2020  115,000,000   1.59%  0.90%  3.20 
2021  60,000,000   1.86%  0.96%  4.94 
2022  53,000,000   1.69%  0.94%  5.69 
2023  85,000,000   2.30%  0.94%  6.43 
2025  30,000,000   2.48%  0.94%  8.43 
2026  95,000,000   2.17%  0.92%  9.90 
Total/Wtd Avg $644,000,000   1.74%  0.92%  5.01 

TBAs

As discussed in Note 2, the Company has entered into TBAs. The following table presents information about the Company’s TBAsto-be-announced securities ("TBAs") for the three and nine months ended September 30, 2017March 31, 2023 and September 30, 2016:

For the Three Months Ended September 30, 2017 
  Beginning
Notional
Amount
  Buys or Covers  Sales or Shorts  Ending Notional
Amount
  Fair Value as of
 Period End
  Receivable/(Payable)
 from/to Broker
  Derivative
Asset
  Derivative
Liability
 
TBAs - Long $300,000,000  $738,000,000  $(922,000,000) $116,000,000  $121,125,315  $(122,544,789) $117,693  $(1,537,167)
TBAs - Short $-  $-  $-  $-  $-  $-  $-  $- 

For the Three Months Ended September 30, 2016
  Beginning
 Notional
Amount
  Buys or Covers  Sales or Shorts  Ending Notional
Amount
  Fair Value as of
 Period End
  Receivable/(Payable)
from/to Broker
  Derivative
Asset
  Derivative
Liability
 
TBAs - Long $100,000,000  $102,000,000  $(202,000,000) $-  $-  $-  $-  $- 
TBAs - Short $-  $168,000,000  $(168,000,000) $-  $-  $(109,375) $312,500  $(421,875)

For the Nine Months Ended September 30, 2017
  Beginning
Notional
Amount
  Buys or Covers  Sales or Shorts  Ending Notional
Amount
  Fair Value as of
 Period End
  Receivable/(Payable)
 from/to Broker
  Derivative
Asset
  Derivative
Liability
 
TBAs - Long $50,000,000  $1,914,000,000  $(1,848,000,000) $116,000,000  $121,125,315  $(122,544,789) $117,693  $(1,537,167)
TBAs - Short $(75,000,000) $75,000,000  $-  $-  $-  $-  $-  $- 

For the Nine Months Ended September 30, 2016
  Beginning
Notional
Amount
  Buys or Covers  Sales or Shorts  Ending Notional
Amount
  Fair Value as of
Period End
  Receivable/(Payable)
from/to Broker
  Derivative
Asset
  

Derivative

Liability

 
TBAs - Long $75,000,000  $379,000,000  $(454,000,000) $-  $-  $-  $-  $- 
TBAs - Short $-  $393,000,000  $(393,000,000) $-  $-  $(109,375) $312,500  $(421,875)

33
2022 (in thousands).


Three Months Ended
Beginning
Notional
Amount
Buys or CoversSales or ShortsEnding Notional
Amount
Fair Value as of Period EndReceivable/(Payable)
from/to Broker
Derivative
Asset
Derivative
Liability
March 31, 2023Long TBAs$— $10,000 $(10,000)$— $— $$$(3)
March 31, 2023Short TBAs(40,000)100,000 (60,000)— — (249)(251)
March 31, 2022Long TBAs— 150,000 — 150,000 150,270 (150,481)— (211)
March 31, 2022Short TBAs(385,963)1,320,852 (934,889)— — 3,631 6,733 (3,102)


24


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

(Unaudited)

March 31, 2023
8. Earnings per share

Basic earnings per share (“EPS”) is calculated by dividing net income/(loss) available to common stockholders for the period by the weighted- average shares of the Company’s common stock outstanding for that period that participate in the Company’s common dividends. Diluted EPS takes into account the effect of dilutive instruments, such as stock options, warrants, unvested restricted stock and unvested restricted stock units but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding.

As of September 30, 2017 and September 30, 2016, the Company’s outstanding warrants and unvested restricted stock units were as follows:

  September 30, 2017  September 30, 2016 
Outstanding warrants  1,007,500   1,007,500 
Unvested restricted stock units previously granted to the Manager  60,000   20,003 

Each warrant entitles the holder to purchase half a share of the Company’s common stock at a fixed price upon exercise of the warrant. For the three and nine months ended September 30, 2017 and September 30, 2016, the Company excluded the effects of such from the computation of diluted earnings per share because their effect would be anti-dilutive.

Restricted stock units granted to the manager do not entitle the participant the rights of a shareholder of the Company’s common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units. The restricted stock units are not considered to be participating shares. The dilutive effects of the restricted stock units are only included in diluted weighted average common shares outstanding.


The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted EPSearnings per share for the three and nine months ended September 30, 2017March 31, 2023 and September 30, 2016:

  Three Months Ended  Three Months Ended  Nine Months Ended  Nine Months Ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Numerator:                
Net income/(loss) available to common stockholders for basic and diluted earnings per share $32,644,083  $42,764,611  $84,198,168  $54,662,617 
                 
Denominator:                
Basic weighted average common shares outstanding  27,841,452   27,802,124   27,756,357   28,036,809 
Dilutive effect of restricted stock units  15,313   2,030   13,942   - 
Diluted weighted average common shares outstanding  27,856,765   27,804,154   27,770,299   28,036,809 
                 
Basic Earnings/(Loss) Per Share of Common Stock: $1.17  $1.54  $3.03  $1.95 
Diluted Earnings/(Loss) Per Share of Common Stock: $1.17  $1.54  $3.03  $1.95 

2022 (in thousands, except per share data).



Three Months Ended
March 31, 2023March 31, 2022
Numerator:  
Net Income/(Loss)$12,540 $(13,202)
Dividends on preferred stock(4,586)(4,586)
Net income/(loss) available to common stockholders$7,954 $(17,788)
Denominator:
Basic weighted average common shares outstanding21,066 23,915 
Diluted weighted average common shares outstanding21,066 23,915 
Earnings/(Loss) Per Share
Basic$0.38 $(0.74)
Diluted$0.38 $(0.74)

Dividends

The following tables detail ourthe Company's common stock dividends fordeclared during the ninethree months ended September 30, 2017,March 31, 2023 and September 30, 2016:

2017       
Declaration Date Record Date Payment Date Dividend Per Share 
3/10/2017 3/21/2017 4/28/2017 $0.475 
6/8/2017 6/19/2017 7/31/2017  0.475 
9/11/2017 9/29/2017 10/31/2017  0.575*

*The combined dividend of $0.575 includes a dividend of $0.475 per common share and a special cash dividend of $0.10 per common share.

2016       
Declaration Date Record Date Payment Date Dividend Per Share 
3/10/2016 3/21/2016 4/29/2016 $0.475 
6/9/2016 6/20/2016 7/29/2016  0.475 
9/12/2016 9/23/2016 10/31/2016  0.475 

34
2022.

Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Declaration DateRecord DatePayment DateCash Dividend Per ShareDeclaration DateRecord DatePayment DateCash Dividend Per Share
3/15/20233/31/20234/28/2023$0.18 3/18/20223/31/20224/29/2022$0.21 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017


The following tables detail ourthe Company's preferred stock dividends declared and paid during the ninethree months ended September 30, 2017,March 31, 2023 and September 30, 2016:

2017         
Dividend Declaration Date Record Date Payment Date Dividend Per Share 
8.25% Series A 2/16/2017 2/28/2017 3/17/2017 $0.51563 
8.25% Series A 5/15/2017 5/31/2017 6/19/2017  0.51563 
8.25% Series A 8/16/2017 8/31/2017 9/18/2017  0.51563 

Dividend Declaration Date Record Date Payment Date Dividend Per Share 
8.00% Series B 2/16/2017 2/28/2017 3/17/2017 $0.50 
8.00% Series B 5/15/2017 5/31/2017 6/19/2017  0.50 
8.00% Series B 8/16/2017 8/31/2017 9/18/2017  0.50 

2016         
Dividend Declaration Date Record Date Payment Date Dividend Per Share 
8.25% Series A 2/12/2016 2/29/2016 3/17/2016 $0.51563 
8.25% Series A 5/13/2016 5/31/2016 6/17/2016  0.51563 
8.25% Series A 8/15/2016 8/31/2016 9/19/2016  0.51563 

Dividend Declaration Date Record Date Payment Date Dividend Per Share 
8.00% Series B 2/12/2016 2/29/2016 3/17/2016 $0.50 
8.00% Series B 5/13/2016 5/31/2016 6/17/2016  0.50 
8.00% Series B 8/15/2016 8/31/2016 9/19/2016  0.50 

2022.


2023  Cash Dividend Per Share
Declaration DateRecord DatePayment Date8.25% Series A8.00% Series B8.000% Series C
2/16/20232/28/20233/17/2023$0.51563 $0.50 $0.50 
2022  Cash Dividend Per Share
Declaration DateRecord DatePayment Date8.25% Series A8.00% Series B8.000% Series C
2/18/20222/28/20223/17/2022$0.51563 $0.50 $0.50 

9. Income taxes

The Company conducts its operations to qualify and be taxed as a REIT. As a REIT, the Company is not subject to federal income tax to the extent that it makes qualifying distributions to its stockholders, and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution, and stock ownership tests. Most states follow U.S. federalThe state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax treatment of REITs.

For the three months ended September 30, 2017in such jurisdictions. The Company may, however, be subject to certain minimum state and September 30, 2016, the Company recordedlocal tax filing fees as well as certain excise, tax expense of $0.3 millionfranchise, or business taxes.


25


AG Mortgage Investment Trust Inc. and $0.2 million, respectively. For the nine months ended September 30, 2017 and September 30, 2016, the Company recorded excise tax expense of $1.1 million and $1.0 million, respectively. Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
Excise tax represents a four percentnon-deductible 4% tax on the required amount of the Company’s ordinary income and net capital gains not distributed during the year. The quarterly expense is calculated in accordance with applicable tax regulations.

The For the three months ended March 31, 2023 and 2022, the Company files tax returns in several U.S jurisdictions. There are no ongoing U.S. federal, state or local tax examinations.

did not recognize any excise tax.


Taxable REIT Subsidiaries

The Company elected to treat certain domestic subsidiaries as taxable REIT subsidiaries ("TRSs"). The Company’s financial results are generally not expected to reflect provisions for current or deferred income taxes, except for any activities conducted through one or more TRSs and may electthat are subject to treat other subsidiaries as TRSs. In general, a TRS may hold assets and engage in activities thatcorporate income taxation. Currently, the Company cannot hold or engage in directly,has wholly owned domestic TRSs that are taxable as corporations and generally may engage in any real estate or non-real estate-related business.

The Company elected to treat one of its foreign subsidiaries as a TRS and, accordingly, taxable income generated by this TRS may not be subject to U.S. federal, state and local income taxation, but generally will be included intax on net income at the applicable corporate rates. The federal statutory rate for the three months ended March 31, 2023 and 2022 was 21%. The Company’s effective tax rate differs from its combined U.S. federal, state and local corporate statutory tax rate primarily due to income on a current basis as Subpart F income, whether orearned at the REIT, which is not distributed.

Cashsubject to tax, due to the deduction for qualifying distributions declaredmade by the Company, that do not exceed its current or accumulated earnings and profits will be considered ordinary income to stockholders for income tax purposes unless all or a portion of a distribution is designated byany change in the valuation allowance as disclosed in further detail below. For the three months ended March 31, 2023 and 2022, the Company asrecorded $0.2 million and $9.0 thousand of tax expense attributable to its TRSs, respectively, which is recorded in the "Non-investment related expenses" line item on the consolidated statement of operations.


Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax reporting purposes at the TRS level. As of March 31, 2023 and December 31, 2022 the Company recorded a deferred tax asset of approximately $30.8 million and $30.2 million, respectively relating to net operating loss carryforwards, capital gain dividend. Distributions in excessloss carryforwards and basis differences of certain investments held within TRSs. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the Company’s currentdeferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences become deductible. The Company concluded it is more likely than not the deferred tax asset will not be realized and accumulated earningsestablished a full valuation allowance of as of March 31, 2023 and profits will be characterized as return of capital or capital gains.

December 31, 2022.


Uncertain Income Tax Positions

Based on the Company’sits analysis of any potential uncertain income tax positions, the Company concluded it did not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740 as of September 30, 2017 orMarch 31, 2023 and December 31, 2016.2022. The Company’s federal income tax returns for the last three tax years are open to examination by the Internal Revenue Service. There are no ongoing U.S. federal, state or local tax examinations related to the Company. In the event that the Company incurs income tax related interest and penalties, its policy is to classify them as a component of provision for income taxes.

35


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

10. Related party transactions

Manager

The Company has entered into a management agreement with the Manager, which provided for an initial term and will be deemed renewed automatically each year for an additional one-year period, subject to certain termination rights. As of September 30, 2017 and December 31, 2016, no event of termination had occurred. The Company is externally managed and advised by the Manager. Pursuant to the terms of the management agreement, which became effective July 6, 2011 (upon the consummation of the Company’s initial public offering (the “IPO”"IPO")), the Manager provides the Company with its management team, including its officers, along with appropriate support personnel. Each of the Company’s officers is an employee of Angelo Gordon. The Company does not have any employees. The Manager pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the Company’s management agreement.

Below is a description of the fees and reimbursements provided in the management agreement.

Management fee

The Manager is entitled to a management fee equal to 1.50% per annum, calculated and paid quarterly, of the Company’s Stockholders’ Equity. For purposes of calculating the management fee, “Stockholders’ Equity”"Stockholders’ Equity" means the sum of the net proceeds from any issuances of equity securities (including preferred securities) since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance, and excluding any future equity issuance to the Manager), plus the Company’s retained earnings at the end of such quarter (without taking into account any non-cash equity compensation expense or other non-cash items described below incurred in current or prior periods), less any amount that the Company pays for repurchases of its common stock, excluding any unrealized gains, losses or other non-cash items that have
26


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and excluding one-time events pursuant to changes in GAAP, and certain other non-cash charges after discussions between the Manager and the Company’s independent directors and after approval by a majority of the Company’s independent directors. Stockholders’ Equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on the Company’s financial statements.

For


The below table details the management fees incurred during the three and nine months ended September 30, 2017,March 31, 2023 and 2022 (in thousands).

Three Months Ended
Consolidated statements of operations line item:March 31, 2023March 31, 2022
Management fee to affiliate$2,075 $1,962 

As of March 31, 2023 and December 31, 2022, the Company incurredrecorded management fees payable of approximately $2.5$2.1 million and $7.4$2.1 million, respectively. ForThe management fee payable is included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.

Incentive fee

In connection with the common stock offering in November 2021, including the Manager's purchase of 700,000 shares in the offering, on November 22, 2021, the Company and the Manager executed an amendment (the "Third Amendment") to the management agreement, pursuant to which the Company will pay the Manager an annual incentive fee in addition to the base management fee. Pursuant to the Third Amendment, the Manager waived the annual incentive fee with respect to the fiscal years ending December 31, 2021 and December 31, 2022, and the annual incentive fee will first be payable with respect to the fiscal year ending December 31, 2023. During the three and nine months ended September 30, 2016,March 31, 2023, the Company incurred management feesdid not incur any incentive fee expense.

The annual incentive fee with respect to each applicable fiscal year will be equal to 15% of approximately $2.4the amount by which the Company's cumulative adjusted net income from the date of the Third Amendment exceeds the cumulative hurdle amount, which represents an 8% return (cumulative, but not compounding) on an equity hurdle base consisting of the sum of (i) $341.5 million and $7.3 million, respectively.

(ii) the gross proceeds of any subsequent public or private common stock offerings by the Company. The annual incentive fee will be payable in cash, or, at the option of the Company's Board of Directors, shares of common stock or a combination of cash and shares.


Termination fee

The termination fee, payable upon

Upon the occurrence of (i) the Company’s termination of the management agreement without cause or (ii) the Manager’s termination of the management agreement upon a breach by the Company of any material term of the management agreement, the Manager will be entitled to a termination fee equal to three times the average annual management fee during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. As of September 30, 2017March 31, 2023 and December 31, 2016,2022, no event of termination of the management agreement had occurred.

Expense reimbursement

The Company is required to reimburse the Manager or its affiliates for operating expenses which are incurred by the Manager or its affiliates on behalf of the Company, including expenses relating to legal, accounting, due diligence and other services. The Company’s reimbursement obligation is not subject to any dollar limitation; however, the reimbursement is subject to an annual budget process which combines guidelines from the Management Agreementmanagement agreement with oversight by the Company’s boardBoard of directors.

Directors.

27


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
The Company reimburses the Manager or its affiliates for the Company’s allocable share of the compensation, including, without limitation, annual base salary, bonus, any related withholding taxes and employee benefits paid to (i) the Company’s chief financial officer based on the percentage of time spent on Company affairs, (ii) the Company’s general counsel based on the percentage of time spent on the Company’s affairs, and (iii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing the Company’s affairs based upon the percentage of time devoted by such personnel to the Company’s affairs. In their capacities as officers or personnel of the Manager or its affiliates, they devote such portion of their time to the Company’s affairs as is necessary to enable the Company to operate its business.

Of

The below table details the $2.6 million and $8.2 million of Other operating expenses forexpense reimbursement incurred during the three and nine months ended September 30, 2017, respectively,March 31, 2023 and 2022 (in thousands).
Three Months Ended
Consolidated statements of operations line item:March 31, 2023March 31, 2022
Non-investment related expenses$1,400 $1,405 
Investment related expenses102 135 
Transaction related expenses63971
Expense reimbursements to Manager or its affiliates$1,565 $2,511 

As of March 31, 2023 and December 31, 2022, the Company has accruedrecorded a reimbursement payable to the Manager or its affiliates of $1.4 million and $4.8$1.3 million, respectively, representing arespectively. The reimbursement of expenses. Ofpayable to the $2.9 million and $8.6 million of Other operating expenses forManager or its affiliates is included within the three and nine months ended September 30, 2016, respectively,"Due to affiliates" item within the Company has accrued $1.8 million and $5.3 million, respectively, representing a reimbursement of expenses.

36
"Other liabilities" line item on the consolidated balance sheets.

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Restricted stock grants

Pursuant to

Equity Incentive Plans

Effective on April 15, 2020 upon the Company’s Managerapproval of the Company's stockholders at its 2020 annual meeting of stockholders, the 2020 Equity Incentive Plan and the Equity Incentive Plan adopted on July 6, 2011, the Company can award up to 277,500provides for a maximum of 666,666 shares of its common stock to be issued. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during any fiscal year, shall not exceed $300,000 in total value (calculating the formvalue of restricted stock, stock options, restricted stock units or other types ofany such awards tobased on the directors, officers, advisors, consultants and other personnel of the Company and to the Manager.grant date fair value). As of September 30, 2017, 65,238March 31, 2023, 535,530 shares of common stock were available to be awarded under the equity incentive plans. Awards under2020 Equity Incentive Plan.
Since inception of the equity incentive plans are forfeitable until they become vested. An award will become vested only if the vesting conditions set forth in the applicable award agreement (as determined by the compensation committee) are satisfied. The vesting conditions may include performance of services for a specified period, achievement of performance goals, or a combination of both. The compensation committee also has the authority to provide for accelerated vesting of an award upon the occurrence of certain events in its discretion.

As of September 30, 2017,2020 Equity Incentive Plan and through March 31, 2023, the Company has granted an aggregate of 52,012131,136 shares of restricted common stock to its independent directors under its 2020 Equity Incentive Plan, all of which have vested.


Manager Equity Incentive Plans

Following approval of the Company's stockholders at its 2021 annual meeting of stockholders, the AG Mortgage Investment Trust, Inc. 2021 Manager Equity Incentive Plan (the "2021 Manager Plan") became effective on April 7, 2021 and 160,250provides for a maximum of 573,425 shares of restricted common stock that may be subject to its Manager under its equity incentive plans.awards thereunder to the Manager. As of September 30, 2017, 52,012 and 100,250March 31, 2023, there were no shares of restricted common stock granted toor awards issued under the Company’s independent directors and2021 Manager respectively, have vested.

On July 1, 2014, the Company granted 60,000 restricted stock units to the Manager that represent the right to receive an equivalent number of shares of the Company’s common stock to be issued if and when such units vest. Annual vesting of approximately 20,000 units occurred on each of July 1, 2015, July 1, 2016, and July 1, 2017.

On July 1, 2017, the Company granted 60,000 restricted stock units to the Manager that represent the right to receive an equivalent number of shares of the Company’s common stock if and when the units vest. Annual vesting of approximately 20,000 units will occur on each of July 1, 2018, July 1, 2019, and July 1, 2020. The units do not entitle the participant the rights of a holder of the Company’s common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units. The vesting of such units is subject to the continuation of the management agreement. If the management agreement terminates, all unvested units then held by the Manager or the Manager’s transferee shall be immediately cancelled and forfeited without consideration.

Plan.


Director compensation


As of March 31, 2023, the Company's Board of Directors consisted of four independent directors. The Company pays a $120,000 annual base director’sdirector's fee tofor each independent director. Base director’s fees are paid 50%director is $150,000, $70,000 of which is payable on a quarterly basis in cash and 50%$80,000 of which is payable on a quarterly basis in shares of restricted common stock. The number of shares of restricted common stock to be issued each quarter to each independent director is determined based on the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on the last trading day of each fiscal quarter. To the extent that any fractional shares would otherwise be issuable and payable to each independent director, a cash payment is made to each independent director in lieu of any fractional shares. All directors’ fees are paid pro rata (and restricted common stock grants
28


AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
determined) on a quarterly basis in arrears, and shares issued are fully vested and non-forfeitable. These shares may not be sold or transferred by such director during the time of histheir service as an independent member of the Company’s board.


In addition to the annual base director's fee, the non-executive chair of the Board receives an annual fee of $60,000, of which $30,000 is payable in cash and $30,000 is payable in shares of restricted common stock, the chair of the Audit Committee receives an annual fee of $25,000, and the chairs of the Compensation and Nominating and Corporate Governance Committees each receive an annual fee of $10,000.
Investments in debt and equity of affiliates

The Company invests in credit sensitive residential and commercial real estate assets through affiliated entities which hold an ownership interest in the assets. The Company is one investor, amongst other investors managed by affiliates of Angelo Gordon, in such entities and has applied the equity method of accounting for such investments. As

Arc Home

On December 9, 2015, the Company, alongside private funds managed by Angelo Gordon, through AG Arc LLC, one of September 30, 2017 and December 31, 2016, the Company’s share of these investments had a fair market value of $79.8 million and $69.0 million, respectively.

indirect affiliates ("AG Arc"), formed Arc Home. The Company’s investment in AG Arc is reflected on the “Investments in debt and equity of affiliates” line item on its consolidated balance sheets at a fair value of $17.8 million and $12.9 million on September 30, 2017 and December 31, 2016, respectively. On March 8, 2016,Company has an affiliate of the Manager (“the Affiliate”) became a member of AG Arc. The Affiliate acquired an ownershipapproximate 44.6% interest in AG Arc which resulted in the Company’s ownership interest being reduced on a pro-rata basis.

In June 2016, Arc Home closed on the acquisition of a Fannie Mae, Freddie Mac, Federal Housing Administration (“FHA”), Veteran’s Administration (“VA”) and Ginnie Mae seller/servicer of mortgages with licenses to conduct business in 47 states, including Washington D.C. Through this subsidiary,Arc. Arc Home originates conforming, Government, Jumbo and other non-conforming residential mortgage loans and retains the mortgage servicing rights associated with thecertain loans it originates, and purchases additional mortgage servicing rights from third-party sellers.originates. Arc Home is led by an external management team.

Arc Home may sell loans The Company has chosen to the Company, to third parties, or to affiliates of the Manager. Arc Home may also enter into agreements with third parties or affiliates of the Manager to sell rights to receive the excess servicing spread related to MSRs that it either purchases from third parties or originates. In March of 2017, the Company entered into an agreement with Arc Home to purchase rights to receive the excess servicing spread related to certain of its MSRs and as of September 30, 2017, these Excess MSRs hadmake a fair value of approximately $2.6 million.

Inelection with respect to its investment in AG Arc pursuant to ASC 825. The Company elected to treat its investment in AG Arc as a taxable REIT subsidiary.


MATH

On August 29, 2017, the Company, alongside private funds under the management ofmanaged by Angelo Gordon, entered into MATH’s Limited Liabilityformed Mortgage Acquisition Holding I LLC ("MATH") to conduct a residential mortgage investment strategy. The Company Agreement (the “MATHhas an approximate 44.6% interest in MATH. MATH in turn sponsored the formation of an entity called Mortgage Acquisition Trust I LLC Agreement”("MATT"), which requires that MATH fund a capital commitment of $75.0 million to MATT. The Company’s share of MATH’s total capital commitment to MATT is $33.4 million. As of September 30, 2017,purchase predominantly Non-QM Loans.

LOTS

On May 15, 2019 and November 14, 2019, the Company, had not funded anyalongside private funds managed by Angelo Gordon, formed LOT SP I LLC andLOT SP II LLC, respectively, (collectively, "LOTS"). The Company has an approximate 47.5% and 50.0% interest in LOT SP I LLC and LOT SP II LLC, respectively. LOTS were formed to originate first mortgage loans to third-party land developers and home builders for the acquisition and horizontal development of its commitment to MATH.

37
land ("Land Related Financing").


29


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

Transactions with affiliates

In May 2015, the Company completed an arm’s-length securitization with other investors managed by an affiliate(Unaudited)

March 31, 2023
Summary of the Manager (the “Related Parties”) by combining the assets of a prior private securitization, in which the Company held a 10.0% ownership interest, with the assets of another private securitization held entirely by the Related Parties. The Company’s investment in this securitization is reflected on the “Non-Agency” line item on the consolidated balance sheets and had a fair value of $3.1 million as of the date of the securitization. The Company completed another similar arm’s-length securitization in July 2015 with the Related Parties by combining the assets of a private securitization, in which the Company held a 7.5% ownership interest, with the assets of another private securitization held entirely by the Related Parties. The Company’s investment in this securitization is reflected on the “Non-Agency” line item on the consolidated balance sheets and had a fair value of a fair value of $5.1 million as of the date of the securitization. The remaining interests in each securitization were owned by certain of the Related Parties. Each securitization was backed by collateral consisting of seasoned NPLs and RPLs. The Company obtained third party pricing for each transaction.

In July 2015, the Company completed an arm’s-length purchase at fair value. Certain entities managed by an affiliate of the Company’s Manager (“Related Entities”) had previously formed a joint venture (“Joint Venture”) with an unaffiliated third party. The Joint Venture owns certain multi-family properties for which the mortgages partly collateralize a securitization wherein the Company purchased certain bond tranches. To ensure an arm’s-length transaction, an affiliate of the Manager delegated its decision making rights with respect to the securitization to a third party servicer. In addition, the members of the Joint Venture agreed to cease sharing material non-public information with the Company’s investment team regarding the collateral. The investment by the Company in these bond tranches was reflected on the “Investmentsinvestments in debt and equity of affiliates”affiliates and related earnings


The below table summarizes the components of the "Investments in debt and equity of affiliates" line item on the Company's consolidated balance sheets with a fair value of $7.1 million as of March 31, 2023 and December 31, 2022 (in thousands).

March 31, 2023December 31, 2022
AssetsLiabilitiesEquityAssetsLiabilitiesEquity
Non-QM Securities (1)$31,581 $(15,210)$16,371 $31,067 $(16,409)$14,658 
Land Related Financing (2)10,814 — 10,814 10,688 — 10,688 
Re/Non-Performing Securities7,785 (3,521)4,264 7,854 (4,406)3,448 
Total Residential Investments50,180 (18,731)31,449 49,609 (20,815)28,794 
AG Arc, at fair value37,540 — 37,540 39,680 — 39,680 
Cash and Other assets/(liabilities)1,355 (706)649 3,290 (700)2,590 
Investments in debt and equity of affiliates$89,075 $(19,437)$69,638 $92,579 $(21,515)$71,064 
(1)As of March 31, 2023 and December 31, 2022, MATT only holds retained tranches from past securitizations which continue to pay down and the dateCompany does not expect to acquire additional investments within this equity method investment.
(2)Land Related Financing continues to pay down and the Company does not expect to originate new loans within this equity method investment.

The below table reconciles the net income/(loss) to the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statements of operations for the purchase.

three months ended March 31, 2023 and 2022 (in thousands).


Three Months Ended
March 31, 2023March 31, 2022
Non-QM Securities$1,625 $(889)
Land Related Financing339 502 
Re/Non-Performing Securities192 
AG Arc (1)(2,140)(1,670)
Equity in earnings/(loss) from affiliates$16 $(2,054)
(1)Earnings/(loss) recognized by AG Arc do not include the Company's portion of gains recorded by Arc Home in connection with the sale of residential mortgage loans to the Company. Refer to "Transactions with Arc Home" below for more information on this accounting policy.

Transactions with affiliates
Transactions with Red Creek Asset Management LLC
In connection with the Company’s investments in residential mortgage loans, and residential mortgage loans in securitized form that it purchases from an affiliate (or affiliates) of the Manager (“Securitized Whole Loans”), the Company may engageengages asset managers to provide advisory, consultation, asset management and other services to formulate and implement strategic plans to manage, collect and dispose of loans in a manner that is reasonably expected to maximize the amount of proceeds from each loan. Beginning in November 2015, theservices. The Company engaged Red Creek Asset Management LLC (“("Asset Manager”Manager"), a related party of the Manager and direct subsidiary of Angelo Gordon, as the asset manager for certain of its residential loans and Securitized Whole Loans.mortgage loans. The Asset Manager acknowledges that the Company will at all times have and retain ownership and control of all loans and thatpays the Asset Manager will not acquire (i) title to any loan, (ii) any security interest in any loan, or (iii) any other rights or interests of any kind or any nature whatsoever in or to any loan. The Company pays separate arm’s-length asset management fees aswhich are assessed periodically
30


AG Mortgage Investment Trust Inc. and confirmedSubsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023
and determined to be commercially reasonable by a third partythird-party valuation firm for (i) non-performing loans and (ii) reperforming loans. For the three and nine months ended September 30, 2017,firm. The below table details the fees paid by the Company to the Asset Manager inclusive of fees paid through affiliated entities, totaled $41,732 and $137,022, respectively. Forduring the three and nine months ended September 30, 2016, the fees paid byMarch 31, 2023 and 2022 (in thousands).

Three Months Ended
March 31, 2023March 31, 2022
Fees paid to Asset Manager$683 $573 

As of March 31, 2023 and December 31, 2022, the Company recorded asset management fees payable of $0.2 million and $0.2 million, respectively. Asset management fees payable are included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.

Transactions with Arc Home

Arc Home may sell loans to the Asset Manager, inclusiveCompany, third-parties, or affiliates of fees paid through affiliated entities, totaled $67,189the Manager. The below table details the unpaid principal balance of Non-Agency Loans and $202,715, respectively.

Agency-Eligible Loans sold to the Company and private funds under the management of Angelo Gordon during the three months ended March 31, 2023 and 2022 (in thousands).


Three Months Ended
March 31, 2023March 31, 2022
Residential mortgage loans sold by Arc Home to the Company$— $377,832 
Residential mortgage loans sold by Arc Home to private funds under the management of Angelo Gordon90,584 125,702 

In connection with the Company’s investments in Excess MSRs purchased throughsale of loans from Arc Home to the Company, pays a sourcing fee tothe Company eliminates any intra-entity profits or losses typically recognized through the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statement of operations and adjusts the cost basis of the underlying loans resulting in unrealized gains or losses. The Company did not purchase any loans from Arc Home basedduring the three months ended March 31, 2023. The table below summarizes intra-entity profits eliminated during the three months ended March 31, 2023 and 2022 (in thousands).

Three Months Ended
March 31, 2023March 31, 2022
Intra-Entity Profits Eliminated$— $2,356 

As of December 31, 2022, the Company recorded a $0.5 million receivable from Arc Home related to certain loans purchased from Arc Home which was recorded within the "Other assets" line item on the net equity invested byconsolidated balance sheets. During the three months ended March 31, 2023, the Company in these investments. Forreceived payment for the three and nine months ended September 30, 2017, the sourcing fees paid byfull amount from Arc Home.

The Company enters into forward purchase commitments with Arc Home whereby the Company commits to purchase residential mortgage loans from Arc Home totaled $2,921at a particular price on a best-efforts basis. Actual loan purchases are contingent upon successful loan closings. These commitments to purchase mortgage loans are classified as derivatives. See Note 7 and $6,364, respectively. No sourcing fees were paid byNote 12 for more detail.

During the year ended December 31, 2022, the Company determined that certain loans that it had previously committed to purchase from Arc Home would be sold to third parties. The Company net settled its commitment to purchase these loans with Arc Home for $0.8 million, which represented the three or nine months ended September 30, 2016.

In June 2016, in accordance withdifference between the Company’s Affiliated Transactions Policy,Company's committed price and the Company executed two trades wherebyultimate sale price, inclusive of costs to sell the Company acquired real estate securities from two separate affiliatesloans. The settlement of these derivatives were recorded within the Manager (the “June Selling Affiliates”). As"Net realized gain/(loss)" and "Transaction related expenses" line items on the consolidated statement of the date of the trades, the securities acquired from the June Selling Affiliates had a total fair value of $6.9 million. In each case, the June Selling Affiliates sold the real estate securities through a BWIC (Bids Wanted in Competition). Prior to the submission of the BWIC by the June Selling Affiliates, the Company submitted its bid for the real estate securities to the June Selling Affiliates. The Company’s pre-submission of its bid allowed the Company to confirm third-party market pricing and best execution.

In February 2017, in accordance with the Company’s Affiliated Transactions Policy, the Company executed one trade whereby the Company acquired a real estate security from a separate affiliate of the Manager (the “February Selling Affiliate”). As of the date of the trade, the security acquired from the February Selling Affiliate had a total fair value of $2.0 million. The February Selling Affiliate sold the real estate security through a BWIC. Prior to the submission of the BWIC by the February Selling Affiliate, the Company submitted its bid for the real estate security to the February Selling Affiliate. The Company’s pre-submission of its bid allowed the Company to confirm third-party market pricing and best execution.

In July 2017, in accordance with the Company’s Affiliated Transactions Policy, the Company acquired certain real estate securities from an affiliate of the Manager (the “July Selling Affiliate”). As of the date of the trade, the securities acquired from the July Selling Affiliate had a total fair value of $0.2 million. As procuring market bids for the real estate securities was determined to be impracticable in the Manager’s reasonable judgement, appropriate pricing was based on a valuation prepared by an independent third-party pricing vendor. The third-party pricing vendor allowed the Company to confirm third-party market pricing and best execution.

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operations.


31


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

(Unaudited)

March 31, 2023
11. Equity

On May 6, 2015, the Company filed a shelf registration statement, registering up to $750.0 million of its securities, including capital stock. On September 30, 2017, $650.0 million of the Company’s securities, including capital stock, was available for issuance under the registration statement.

Concurrently with the IPO, the Company offered a private placement of 3,205,000 units at $20.00 per share to a limited number of investors qualifying as “accredited investors” under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Each unit consisted of one share of common stock (“private placement share”) and a warrant (“private placement warrant”) to purchase 0.5 of a share of common stock. Each private placement warrant had an exercise price of $20.50 per share (as adjusted for reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions) and is set to expire on July 6, 2018. No warrants were exercised for the three and nine months ended September 30, 2017 and September 30, 2016.

The Company’s Series A and Series B Preferred


Stock have no stated maturity and are not subject to any sinking fund or mandatory redemption. Under certain circumstances upon a change of control, the Company’s Series A and Series B Preferred Stock are convertible to shares of the Company’s common stock. Holders of the Company’s Series A and Series B Preferred Stock have no voting rights, except under limited conditions, and holders are entitled to receive cumulative cash dividends at a rate of 8.25% and 8.00% per annum on the Series A and Series B Preferred Stock, respectively, of the $25.00 per share liquidation preference before holders of the common stock are entitled to receive any dividends. Shares of the Company’s Series A and Series B Preferred Stock are currently redeemable at $25.00 per share plus accumulated and unpaid dividends (whether or not declared) exclusively at the Company’s option. Dividends are payable quarterly in arrears on the 17th day of each March, June, September and December. As of September 30, 2017, the Company had declared all required quarterly dividends on the Company’s Series A and Series B Preferred Stock.

repurchase programs


On November 3, 2015, the Company’s boardBoard of directorsDirectors authorized a stock repurchase program (“(the "2015 Repurchase Program”Program") to repurchase up to $25.0 million of itsthe Company's outstanding common stock. Such authorizationAs of June 30, 2022, the $25.0 million maximum repurchase amount authorized under the 2015 Repurchase Program was fully utilized. No shares were repurchased under the 2015 Repurchase Program during the three months ended March 31, 2022.

On August 3, 2022, the Company's Board of Directors authorized a stock repurchase program (the "2022 Repurchase Program") to repurchase up to $15.0 million of the Company’s outstanding common stock on substantially the same terms as the 2015 Repurchase Program. The 2022 Repurchase Program does not have an expiration date. As part ofdate and permits the Repurchase Program,Company to repurchase its shares may be purchased inthrough various methods, including open market transactions, including through block purchases, throughrepurchases, privately negotiated block transactions or pursuant to any trading plan that may be adopted in accordance withand Rule 10b5-1 plans. The Company may repurchase shares of its common stock from time to time in compliance with SEC regulations and other legal requirements. The extent to which the Exchange Act. Open marketCompany repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, priceits shares, and volume of open market stock repurchases. Subject to applicable securities laws, the timing, manner, price, and amount of any such repurchases, will depend upon a variety of factors including market conditions and other corporate considerations as determined by the Company’s management, as well as the limits of the 2022 Repurchase Program and the Company's liquidity and business strategy. The 2022 Repurchase Program does not obligate the Company to acquire any particular amount of shares and may be modified or discontinued at any time. As of March 31, 2023, approximately $2.6 million of common stock remained authorized for future share repurchases under the 2022 Repurchase Program. The table below details the Company's share repurchases under the 2022 Repurchase Program may be determined byduring the three months ended March 31, 2023:
Period(1)
Total Number of Shares Purchased
Weighted Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Program
Maximum Approximate Dollar Value that May Yet Be Purchased Under the Program(2)
Three Months Ended March 31, 2023
January 1, 2023 to January 31, 202391,173 $5.66 91,173$7,300,982 
February 1, 2023 to February 28, 202385,438 6.26 85,4386,766,462 
March 1, 2023 to March 31, 2023746,650 5.62 746,6502,569,940 
Total923,261 $5.68 923,261 $2,569,940 
(1)Based on trade date.
(2)Includes brokerage commissions and clearing fees.

Subsequent to March 31, 2023, the Company repurchased 0.1 million shares of common stock for $0.8 million, representing a weighted average cost of $5.85 per share, under the 2022 Repurchase Program, following which $1.7 million remained available for future repurchases under such program.

On May 4, 2023, the Company's Board of Directors authorized a stock repurchase program (the "2023 Repurchase Program") to repurchase up to $15 million of the Company’s outstanding common stock on substantially the same terms as the 2022 Repurchase Program. As of the date of this filing, the full $15 million authorized amount remains available for repurchase under the 2023 Repurchase Program. This authorization is in addition to the amount remaining under the 2022 Repurchase Program.

On February 22, 2021, the Company's Board of Directors authorized a stock repurchase program (the "Preferred Repurchase Program") pursuant to which the Company's Board of Directors granted a repurchase authorization to acquire shares of the Company's 8.25% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"), 8.00% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock"), and 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") having an aggregate value of up to $20.0 million. No share repurchases under the Preferred Repurchase Program have been made since its discretion, using available cash resources. authorization.

Shares of common stock repurchased by the Company under the Repurchase Program,any repurchase program, if any, will be cancelled and, until reissued by the Company, will be deemed to be authorized but unissued shares of its common stock as required by Maryland law. The Repurchase Program may be suspended or discontinued by the Company at any time and without prior notice and the authorization does not obligate the Company to acquire any particular amount of common stock. The cost of the acquisition by the Company of shares of its own stock in excess of the aggregate par value of the shares first reduces additional paid-in capital, to the extent available, with any residual cost applied against retained earnings. No shares were repurchased under the Repurchase Program during the nine months ended September 30, 2017 and approximately $14.6 million of common stock remained authorized for future share repurchases under the Repurchase Program.

The following table presents a summary of our common stock repurchases under the Repurchase Program for the nine months ended September 30, 2016.

Month Purchased (1) Total Number of
Shares Repurchased
  Weighted Average
Price per Share Paid (2)
  Total Number of Shares
Purchased as Part of Publicly
Announced Program
  Maximum Number (or
approximate dollar value) of
Shares that May Yet be Purchased
Under the Program (3)
 
March 2016  119,606  $12.86   246,321  $21,790,786 
May 2016  276,522   13.75   522,843   17,988,891 
June 2016  36,725   14.38   559,568   17,460,743 
August 2016  165,842   15.74   725,410   14,850,605 
September 2016  16,000   15.76   741,410   14,598,493 
Total  614,695  $14.20   741,410  $14,598,493 

(1) Based on trade date. The Program was announced on November 4, 2015. The Program does not have an expiration date.

(2) Includes brokerage commissions and clearing fees.

(3) The maximum dollar amount authorized was $25.0 million.

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32


AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2017

On May 5, 2017, the(Unaudited)

March 31, 2023
Equity distribution agreements

The Company has entered into an equity distribution agreement with each of Credit Suisse Securities (USA) LLC and JMP Securities LLC (collectively, the “Sales Agents”"Sales Agents"), which the Company refers to as the “Equity"Equity Distribution Agreements”,Agreements," pursuant to which the Company may sell up to $100.0 million aggregate offering price of shares of its common stock from time to time through the Sales Agents as defined in Rule 415 under the Securities Act of 1933. AsThe Company did not issue any shares of September 30, 2017,common stock under the Equity Distribution Agreements during the three months ended March 31, 2023 and 2022. Since inception of the program, the Company sold 460,932has issued approximately 2.2 million shares of common stock under the Equity Distribution Agreements for netgross proceeds of approximately $8.7$48.3 million.


Shelf registration statement

On May 7, 2021, the Company filed a new shelf registration statement, registering up to $1.0 billion of its securities, including capital stock (the "2021 Registration Statement"). The 2021 Registration Statement became effective on May 26, 2021 and will expire on May 28, 2024. Upon effectiveness of the 2021 Registration Statement, the Company's previous registration statement filed in 2018 was terminated.

Preferred stock

The Company is authorized to designate and issue up to 50.0 million shares of preferred stock, par value $0.01 per share, in one or more classes or series. As of March 31, 2023 and December 31, 2022, there were 1.7 million, 3.7 million, and 3.7 million of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, respectively, issued and outstanding.

The following table includes a summary of preferred stock issued and outstanding as of March 31, 2023 ($ and shares in thousands).
Preferred Stock SeriesIssuance DateShares OutstandingCarrying ValueAggregate Liquidation Preference (1)Optional Redemption
Date (2)
Rate (3)(4)
Series A Preferred StockAugust 3, 20121,663 $40,110 $41,580 August 3, 20178.25 %
Series B Preferred StockSeptember 27, 20123,728 90,187 93,191 September 17, 20178.00 %
Series C Preferred StockSeptember 17, 20193,729 90,175 93,220 September 17, 20248.000 %
Total9,120 $220,472 $227,991 
(1)The Company's Preferred Stock has a liquidation preference of $25.00 per share.
(2)Shares have no stated maturity and are not subject to any sinking fund or mandatory redemption. Shares of the Company’s Preferred Stock are redeemable at $25.00 per share plus accumulated and unpaid dividends (whether or not declared) exclusively at the Company’s option. Shares of the Company's Series C Preferred Stock may be redeemable earlier than the optional redemption date under certain circumstances intended to preserve its qualification as a REIT for Federal income tax purposes.
(3)The initial dividend rate for the Series C Preferred Stock, from and including the date of original issue to, but not including, September 17, 2024, is 8.000% per annum of the $25.00 per share liquidation preference. On and after September 17, 2024, dividends on the Series C Preferred Stock will accumulate at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the then three-month LIBOR (or as replaced by the existing LIBOR cessation fallback language) plus a spread of 6.476% per annum.
(4)Dividends are payable quarterly in arrears on the 17th day of each March, June, September and December and holders are entitled to receive cumulative cash dividends at the respective stated rate per annum before holders of common stock are entitled to receive any cash dividends.

The Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock generally do not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). Under such circumstances, holders of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock voting together as a single class with the holders of all other classes or series of its preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of any series of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of the series of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock whose terms are being changed.
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AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2023

12. Commitments and Contingencies

From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business.

On December 9, 2015, As of March 31, 2023, the Company alongside private fundswas not involved in any material legal proceedings.


The below table details the Company's outstanding commitments as of March 31, 2023 (in thousands).
Commitment typeDate of CommitmentTotal CommitmentFunded CommitmentRemaining Commitment
Non-Agency and Agency-Eligible Loans (1)Various$166,516 $— $166,516 
Land Related Financing (2)Various13,344 10,814 2,530 
Total$179,860 $10,814 $169,046 
(1)The Company entered into forward purchase commitments to acquire certain Non-Agency and Agency-Eligible Loans from Arc Home which have not yet settled as of March 31, 2023. Refer to Note 10 "Transactions with affiliates" for more information.
(2)Refer to Note 10 "Investments in debt and equity of affiliates" for more information regarding LOTS.

13. Subsequent Events

Subsequent to March 31, 2023, the Company repurchased 144,772 shares of common stock for $0.8 million, representing a weighted average cost of $5.85 per share. As of the date of this filing, the Company has $1.7 million of capacity remaining under the management2022 Repurchase Program.

On May 4, 2023, the Company's Board of Angelo, Gordon, through AG Arc, entered into Arc Home’s LLC Agreement and agreedDirectors authorized the 2023 Repurchase Program to fund an initial capital commitmentrepurchase up to $15 million of $30.0 million. On April 25, 2017, the Company, alongside private fundsCompany’s outstanding common stock on substantially the same terms as the 2022 Repurchase Program. As of the date of this filing, the full $15 million authorized amount remains available for repurchase under the management2023 Repurchase Program. This authorization is in addition to the amount remaining under the 2022 Repurchase Program.

The Company announced that on May 4, 2023 its Board of Angelo, Gordon, agreed to fund an additional capital commitment to Arc HomeDirectors declared second quarter 2023 preferred stock dividends on its Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock in the amount of $10.0 million. As$0.51563, $0.50 and $0.50 per share, respectively. The dividends will be paid on June 20, 2023 to holders of September 30, 2017, the Company’s share of Arc Home’s total capital commitment was $17.8 million. The Company had funded all of its capital commitment to Arc Home as of September 30, 2017.

On August 29, 2017, the Company, alongside private funds under the management of Angelo, Gordon entered into the MATH LLC Agreement, which requires that MATH fund a capital commitment of $75.0 million to MATT. The Company’s share of MATH’s total capital commitment to MATT is $33.4 million. As of September 30, 2017, the Company had not funded any of this commitment.

In the normal course of business, the Company enters into agreements where payment may become due if certain events occur. Management believes that the probability of making such payments is remote.

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record on May 31, 2023.

34

ITEM2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.




ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this quarterly report on Form 10-Q, or this “report,”"report," we refer to AG Mortgage Investment Trust, Inc. as “we,” “us,”"we," "us," the “Company,”"Company," or “our,”"our," unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, AG REIT Management, LLC, as our “Manager,”"Manager," and we refer to the direct parent company of our Manager, Angelo, Gordon & Co., L.P., as “Angelo,"Angelo Gordon.

"

The following discussion contains forward looking statements and should be read in conjunction with our consolidated financial statements and the accompanying notes to our consolidated financial statements, which are included in Item 1 of this report, as well as the information contained in our Annual Report on Form 10-K for the year ended December 31, 2016.

2022, and any subsequent filings.

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Forward-Looking Statements

We make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"), in this report that are subject to substantial known and unknown risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, returns, results of operations, plans, yields, objectives, the composition of our portfolio, actions by governmental entities, including the Federal Reserve, and the potential effects of actual and proposed legislation on us.us, and our views on certain macroeconomic trends, and the impact of the novel coronavirus ("COVID-19"). When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may”"believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may" or similar expressions, we intend to identify forward-looking statements.


These forward-looking statements are based upon information presently available to our management and are inherently subjective, uncertain and subject to change. There can be no assurance that actual results will not differ materially from our expectations. Some, but not all, of the factors that might cause such a difference include, but are not limitedwithout limitation:

the impact of the COVID-19 pandemic, labor shortages, supply chain imbalances, the conflict between Russia and Ukraine, inflation, bank failures, and the potential for an economic recession;
the persistence of labor shortages, supply chain imbalances, Russia’s invasion of Ukraine, inflation, and the potential for an economic recession;
changes in our business and investment strategy;
our ability to predict and control costs;
changes in interest rates and the fair value of our assets, including negative changes resulting in margin calls relating to the financing of our assets;
changes in the yield curve, curve;
changes in prepayment rates on the availabilityloans we own or that underlie our investment securities;
regulatory and terms of financing,structural changes in the residential loan market and its impact on non-agency mortgage markets;
increased rates of default or delinquencies and/or decreased recovery rates on our assets;
our ability to obtain and maintain financing arrangements on terms favorable to us or at all;
our ability to enter into, or refinance, securitization transactions on the terms and pace anticipated or at all;
the degree to which our hedging strategies may or may not protect us from interest rate and credit risk volatility;
changes in general economic conditions, in our industry and in the finance and real estate markets, including the impact on the value of our assets, general economic conditions, assets;
conditions in the market for Residential Investments and Agency RMBS, Non-Agency RMBS, ABS and CMBS securities and loans, and RMBS;
legislative and regulatory changes that could adversely affect us. actions by the U.S. Congress, U.S. Department of the Treasury, the Federal Reserve and other agencies and instrumentalities;
our ability to make distributions to our stockholders in the future;
our ability to maintain our qualification as a REIT for federal tax purposes; and
our ability to qualify for an exemption from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act").

We caution investors not to rely unduly on any forward-looking statements, which speak only as of the date made, and urge you to carefully consider the risks noted above and identified under the captions “Risk"Risk Factors," and “Management’s"Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations" in our Annual Report on Form 10-K for the year ended December 31, 20162022 and any subsequent filings. If any change described above occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements that we make, or that are attributable to us, are expressly qualified by this cautionary notice.


Executive Summary

Investment Activity

Purchased Non-Agency Loans with a fair value of $23.0 million;
Purchased RMBS collateralized by Non-Agency and Agency-Eligible Loans with a fair value of $10.9 million;
Purchased Agency RMBS with a fair value of $264.8 million;
Sold Non-Agency Loans for total proceeds of $46.9 million; and
Sold Agency-Eligible Loans for total proceeds of $18.5 million.
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Financing Activity

Executed a rated securitization of Non-Agency Loans with a total unpaid principal balance of $271.2 million, converting financing from recourse financing with mark-to-market margin calls to non-recourse financing without mark-to-market margin calls.
Loan portfolio financed through warehouse facilities declined to $127.6 million and our economic leverage ratio was 1.4x as of March 31, 2023.

Capital Activity

As of the date of this filing, we have $1.7 million of capacity remaining under our repurchase program authorized in 2022 (the "2022 Repurchase Program").
Repurchased 923,261 shares of common stock for $5.2 million during the three months ended March 31, 2023, representing a weighted average cost of $5.68 per share. Repurchases resulted in approximately 2% accretion to December 31, 2022 book value per share.
Subsequent to quarter end, repurchased 144,772 shares of common stock for $0.8 million, representing a weighted average cost of $5.85 per share.
Subsequent to quarter end, our Board of Directors authorized a new stock repurchase program (the "2023 Repurchase Program") to repurchase up to $15 million of our outstanding common stock. This authorization is in addition to the amount remaining under the 2022 Repurchase Program.

Our company

We are a Maryland corporation focusedresidential mortgage REIT with a focus on investing in acquiring and managing a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market. Our objective is to provide attractive risk-adjusted returns to our stockholders over the long-term, primarily through dividends and capital appreciation.

We focus our investment activities primarily on acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market. We obtain our assets through Arc Home, LLC ("Arc Home"), our residential mortgage loan originator in which we own an approximate 44.6% interest, and through other real estate-related securitiesthird-party origination partners. We finance our acquired loans through various financing lines on a short-term basis and financial assets,utilize Angelo Gordon's proprietary securitization platform to secure long-term, non-recourse, non-mark-to-market financing as market conditions permit. Through our ownership in Arc Home, we also have exposure to mortgage banking activities. Arc Home is a multi-channel licensed mortgage originator and servicer primarily engaged in the business of originating and selling residential mortgage loans while retaining the mortgage servicing rights associated with certain loans that it originates.

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Our investment portfolio (which excludes our ownership in Arc Home) includes Residential Investments and Agency RMBS. Currently, our Residential Investments primarily consist of newly originated Non-Agency Loans and Agency-Eligible Loans, which we refer to as our target assets. In addition, we may also invest in other types of residential mortgage loans and other mortgage related assets. As of March 31, 2023, the Company's investment portfolio consisted of the following: 

Asset ClassDescription
Residential Investments
Non-Agency Loans(1)
Non-Agency Loans are loans that do not conform to the underwriting guidelines of a government-sponsored enterprise ("GSE"). Non-Agency Loans consist of Qualified mortgage loans ("QM Loans") and Non-Qualified mortgage loans ("Non-QM Loans"). QM Loans are residential mortgage loans that comply with the Ability-To-Repay rules and related guidelines of the Consumer Finance Protection Bureau.
Agency-Eligible Loans(1)
Agency-Eligible Loans are loans that are underwritten in accordance with GSE guidelines and are primarily secured by investment properties, but are not guaranteed by a GSE. Although these loans are underwritten in accordance with GSE guidelines and can be delivered to Fannie Mae and Freddie Mac, we include these loans within our Non-Agency securitizations.
Re- and Non-Performing Loans(1)
Performing, re-performing, and non-performing loans are residential mortgage loans collateralized by a first lien mortgaged property.
Non-Agency Residential Mortgage-Backed Securities ("RMBS")(2)
Non-Agency RMBS represent fixed- and floating-rate RMBS issued by entities other than U.S. GSEs or agencies of the U.S. government. The mortgage loan collateral consists of either Non-Agency Loans or Agency-Eligible Loans.
Agency RMBS(2)
Agency RMBS represent interests in pools of residential mortgage loans guaranteed by a GSE such as Fannie Mae or Freddie Mac, or an agency of the U.S. Government such as Ginnie Mae.
(1)These investments are included in the "Securitized residential mortgage loans, at fair value," "Residential mortgage loans, at fair value," and "Residential mortgage loans held for sale, at fair value" line items on the consolidated balance sheets.
(2)These investments are included in the "Real estate securities, at fair value" line item on the consolidated balance sheets.

Our primary sources of income are net interest income from our investment portfolio, changes in the fair value of our investments, and income from our investment in Arc Home. Net interest income consists of the interest income we earn on investments less the interest expense we incur on borrowed funds and any costs related to hedging. Income from our investment in Arc Home is generated through its mortgage banking activities which represents the origination and subsequent sale of residential mortgage loans and servicing income sourced from its portfolio of mortgage servicing rights.

We are externally managed by our Manager, a wholly-owned subsidiary of Angelo, Gordon, pursuant to a management agreement. Our Manager, pursuant to the delegation agreement dated as of June 29,were incorporated in Maryland on March 1, 2011 has delegated to Angelo, Gordon the overall responsibility of its day-to-day duties and obligations arising under the management agreement.commenced operations in July 2011. We conduct our operations to qualify and be taxed as a real estate investment trust, or REIT for U.S. federal income tax purposes. Accordingly, we generally will not be subject to U.S. federal income taxes on our taxable income that we distribute currently to our stockholders as long as we maintain our intended qualification as a REIT.REIT, with the exception of business conducted in our domestic taxable REIT subsidiaries ("TRSs") which are subject to corporate income tax. We also operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company ActAct.

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Our Manager and Angelo Gordon

We are externally managed by our Manager, a subsidiary of 1940,Angelo Gordon. Pursuant to the terms of our management agreement, our Manager provides us with our management team, including our officers, along with appropriate support personnel. All of our officers are employees of Angelo Gordon or its affiliates. We do not have any employees. Our Manager is at all times subject to the supervision and oversight of our Board of Directors and has only such functions and authority as amended, orour Board of Directors delegates to it. Our Manager has delegated to Angelo Gordon the Investment Company Act.overall responsibility with respect to our Manager’s day-to-day duties and obligations arising under our management agreement.

Through our relationship with our Manager, we benefit from the expertise and relationships that Angelo Gordon has established which provides us with resources to generate attractive risk-adjusted returns for our stockholders. Our common stock is tradedmanagement has significant experience in the mortgage industry and expertise in structured credit investments. We are able to leverage our Manager, along with our ownership interest in Arc Home, a vertically integrated origination platform, to access investment opportunities in the non-agency residential mortgage loan market. This strategic advantage has enabled us to grow our investment portfolio and remain active in the securitization markets, utilizing Angelo Gordon's proprietary securitization platform to deliver non-agency investments to a diverse mix of investors.

Market Conditions

During the first quarter of 2023, the economy and financial markets continued to experience volatility due to multiple factors including the impacts of inflation, the path of monetary policy and interest rates, market uncertainty from the ongoing conflict in Ukraine and other geopolitical risks, and the lingering impact of the COVID-19 pandemic. The broad macroeconomic outlook was already uncertain, and the recent regional bank failures, which included some of the largest bank failures in U.S. history, only served to further cloud the path forward for growth, inflation, and monetary policy. These bank failures, with the possibility of more to come, have highlighted the underlying asset liability management issue across the banking system in response to one of the most aggressive Federal Reserve tightening paths. This has accelerated a deposit flight from regional banks in search of both greater stability and higher interest rates. Reduced profitability and capital buffers, a smaller deposit base, and industry consolidation will likely constrict lending over time and weigh on economic activity. This has an impact on the New York Stock Exchange, economy like that of the monetary policy tightening by the Federal Reserve, however the potential magnitude is still quite uncertain. Although the Federal Deposit Insurance Corporation, U.S. Treasury and Federal Reserve responded quickly to address the immediate risks, volatility across the entire rates market was and continues to be elevated from a historical perspective as narratives transform and positioning shifts.

After narrowing in January and February 2023, spreads for securitized residential debt sectors subsequently widened in March 2023 resulting in flat-to-tighter spreads during the first quarter as compared with the fourth quarter. Trends in credit spreads on credit risk transfer ("CRT") assets are generally utilized by market participants as a proxy for evaluating credit related assets given the observability of transactions. CRT tranches tightened up to 60 basis points, led by the subordinate bonds of the structures. In addition, senior and mezzanine Non-QM mortgage spreads were volatile but ended the quarter roughly unchanged from the end of the fourth quarter and legacy RMBS spreads were approximately 30 basis points tighter. However, RMBS spreads are still considerably wider than compared to the first quarter of 2022, particularly subordinate tranches which were wider by as much as 200 basis points.

During the first quarter of 2023, new RMBS issuance more than doubled to $15.9 billion from $7.1 billion in the fourth quarter of 2022, with issuances of CRT, Non-QM, and Jumbo contributing to the increase. On a year-over-year basis, however, issuance fell sharply from $54.6 billion in the first quarter 2022. Several factors have limited new-issue activity, including spreads that remain wide, higher mortgage rates, and overall muted housing activity. Various reports from bank research departments expect issuance to be between $60 to $110 billion for the full-year 2023, down from $127 billion in 2022 and $213 billion in 2021.

Negative monthly home price readings continue to persist since reaching a peak in June of 2022. The January 2023 S&P/CoreLogic Case-Shiller Index fell -0.55% on a non-seasonally adjusted basis. The reading marked the seventh consecutive month of falling prices, bringing national home prices around 5% lower from their peak. Home prices are expected to continue falling based on reduced affordability and increasing supply in certain areas, though overall supply continues to be constrained.

Mortgage rates ended the quarter at approximately 6.2%, down from the multi-decade high of 7.1% in October 2022, according to Freddie Mac. Housing activity modestly benefited from the decline in mortgage rates which dipped below 6% at times during the quarter. Existing home inventory increased in the second half of 2022 but has since stalled below 1 million for a third consecutive month in February. Furthermore, Realtor.com estimates new listings are 20% lower year-over year and are at the lowest level since 2017. While a shortage in home supply has supported national home prices, housing affordability remains at
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a record low, according to the National Association of Realtors. This is largely due to the rise in prevailing mortgage rates coupled with the rise in home prices.

In light of various market uncertainties for the U.S. and global economy, geopolitical risks, and interest rate volatility, there can be no assurance that the trends and conditions described above will not change in a manner materially adverse to the mortgage REIT industry and/or our Company.

Presentation of investment, financing and hedging activities
In the NYSE, under the symbol MITT. Our 8.25% Series A Cumulative Redeemable Preferred Stock"Investment activities," "Financing activities," "Hedging activities," and our 8.00% Series B Cumulative Redeemable Preferred Stock trade"Liquidity and capital resources" sections of this Item 2, we present information on the NYSE under the symbols MITT-PA and MITT-PB, respectively.

Ourour investment portfolio

and the related financing arrangements inclusive of unconsolidated ownership interests in affiliates that are accounted for under GAAP using the equity method. Our investment portfolio is comprised of Agency RMBS, Residential Investments, Commercial Investments, and ABS, each of which is described below.

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excludes our investment in Arc Home.


Agency RMBS

Our investment portfolio is comprised primarily of residential mortgage-backed securities, or RMBS. Certain ofand the assets in our RMBS portfolio have an explicit guarantee of principal and interest byrelated financing arrangements are presented along with a U.S. government agency such as the Government National Mortgage Association, or Ginnie Mae, or by a government-sponsored entity such as the Federal National Mortgage Association, or Fannie Mae, or the Federal Home Loan Mortgage Corporation, or Freddie Mac (each, a “GSE”). We referreconciliation to these securities as Agency RMBS. Our Agency RMBS portfolio includes:

·Fixed rate securities (held as mortgage pass-through securities);

·Sequential pay fixed rate collateralized mortgage obligations (“CMOs”),

·CMOs where the holder is entitled only to the interest payments made on the mortgages underlying certain mortgage backed securities (“MBS”) whose coupon has an inverse relationship to its benchmark rate, such as LIBOR (“Inverse interest-only securities”);

·CMOs where the holder is entitled only to the interest payments made on the mortgages underlying certain MBS “interest-only strips” (“Interest-only securities”);

·Excess mortgage servicing rights (“Excess MSRs”) whose underlying collateral is securitized in a trust held by a U.S. government agency or GSE (grouped with Agency RMBS interest-only securities throughout this Item 2); and

·Certain Agency RMBS for which the underlying collateral is not identified until shortly (generally two days) before the purchase or sale settlement date (“TBAs”).

Residential Investments

Our investment portfolio also includes a significant portion of Residential Investments. The Residential Investments that we own include RMBS that are not issued or guaranteed by Ginnie Mae or a GSE, which we refer to as our Non-Agency RMBS. Our Non-Agency RMBS include investment grade and non-investment grade fixed and floating-rate securities. We categorize certain of our Residential Investments by weighted average credit score at origination:

·Prime (weighted average credit score above 700)

·Alt-A (weighted average credit score between 700 and 620); and

·Subprime (weighted average credit score below 620)

The Residential Investments that we do not categorize by weighted average credit score at origination include our:

·RMBS Interest-Only securities (Non-Agency RMBS backed by interest-only strips)

·Excess MSRs whose underlying collateral is securitized in a trust not held by a U.S. government agency or GSE (grouped with RMBS Interest-Only securities throughout this Item 2)

·CRTs (defined below)

·RPL/NPL (described below); and

·Residential Whole Loans (described below).

Credit Risk Transfer securities (“CRTs”) include:

·Unguaranteed and unsecured mezzanine, junior mezzanine and first loss securities issued by Fannie Mae and Freddie Mac to transfer their exposure to mortgage default risk to private investors. These securities reference a specific pool of newly originated single family mortgages from a specified time period (typically around the time of origination). The risk of loss on the reference pool of mortgages is transferred to investors who may experience losses when adverse credit events such as defaults, liquidations or delinquencies occur in the underlying mortgages. Owners of these securities receive an uncapped floating interest rate equal to a predetermined spread over one-month LIBOR.

RPL/NPL include:

·Mortgage-backed securities collateralized by re-performing mortgage loans (“RPL”) and/or non-performing mortgage loans (“NPL”). The RPL/NPL that we own represent the senior and mezzanine tranches of such securitizations. These RPL/NPL securitizations are structured with significant credit enhancement (typically, approximately 50% to the senior tranche and 40% to the mezzanine tranche), which mitigates our exposure to credit risk on these securities. “Credit enhancement” refers to the value of the subordinated tranches available to absorb all credit losses prior to those losses being allocated to more senior tranches. For a senior tranche in this type of securitization to experience loss, the value of the collateral underlying the securitization would have to decrease by 50%. Subordinate tranches typically receive no cash flow (interest or principal) until the senior and mezzanine tranches have been paid off. In addition, the RPL/NPL that we own contain an “interest rate step-up” feature, whereby the interest rate or “coupon” on the senior tranche increases by typically 300 basis points or typically 400 basis points in the case of mezzanine tranches (a “step up”) if the security that we hold has not been redeemed or repurchased by the issuer within 36 months of issuance. We expect that the combination of the priority cash flow of the senior and mezzanine tranches and the 36-month step-up feature will result in these securities exhibiting short average lives and, accordingly, reduced interest rate sensitivity.

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Residential Whole Loans include:

·RPLs or NPLs in securitized form that we purchase from an affiliate (or affiliates) of the Manager. The securitizations typically take the form of various classes of notes and a trust certificate.

·RPLs or NPLs that we hold through interests in certain consolidated trusts. These investments are included in the “Residential mortgage loans, at fair value” line item on our consolidated balance sheets.

Commercial Investments

We also invest in Commercial Investments. Our Commercial Investments include commercial mortgage-backed securities, or CMBS, Freddie Mac K-Series CMBS (described below), CMBS interest-only securities (CMBS backed by interest-only strips) and commercial mortgage loans.

Freddie Mac K-Series CMBS (“K-Series CMBS”) include:

·CMBS, CMBS interest-only and CMBS principal-only securities which are regularly-issued by Freddie Mac as pass-through securities backed by multifamily mortgage loans. These K-Series CMBS feature a wide range of investor options which include guaranteed senior and interest-only bonds as well as unguaranteed senior, mezzanine, subordinate and interest-only bonds. Our K-Series CMBS portfolio includes unguaranteed senior, mezzanine, subordinate and interest-only bonds. Throughout Item 2, we categorize our Freddie Mac K-Series CMBS interest-only bonds as part of our “CMBS Interest-Only” assets.

ABS

We also invest in asset backed securities, or ABS. Our ABS portfolio may include securities collateralized by various asset classes, including automobiles, credit cards and student loans, among others.

Investment classification

Throughout this Item 2, (1) we use the terms “credit portfolio” and “credit investments” to refer to our Residential Investments, Commercial Investments and ABS, inclusive of investments held within affiliated entities but exclusive of AG Arc (discussed below); (2) we refer to our residential mortgage loans (exclusive of our Residential Whole Loans) and commercial mortgage loans, collectively, as our “loans”; (3) we use the term “credit securities” to refer to our credit portfolio, excluding Excess MSRs and loans; and (4) we use the term “real estate securities” or “securities” to refer to our Agency RMBS portfolio, exclusive of Excess MSRs, and our credit securities. Our “investment portfolio” refers to our combined Agency RMBS portfolio and credit portfolio and encompasses all of the investments described above.

We also use the term “GAAP investment portfolio” which consists of (i) our Agency RMBS, exclusive of TBAs (our “GAAP Agency RMBS portfolio”) and (ii) our credit portfolio, exclusive of (x) all investments held within affiliated entities (our “GAAP credit portfolio”), and (y) any investments classified as “Other assets” on our consolidated balance sheets. See Note 2 to the Notes to Consolidated Financial Statements for a discussion of our investments held within affiliated entities.

GAAP. This presentation of our investment portfolio is consistent with how our management team evaluates ourthe business, and we believe this presentation, when considered with the GAAP presentation, provides supplemental information useful for investors in evaluating our investment portfolio and financial condition.

Arc Home LLC

In December 2015, we, alongside private funds under See Notes 2 and 10 to the management"Notes to Consolidated Financial Statements (unaudited)" for a discussion of Angelo, Gordon, through AG Arc LLC, oneinvestments in debt and equity of affiliates. See below for further terms used when describing our indirect subsidiaries (“AG Arc”), formed Arc Home LLC (“Arc Home”). In June 2016, Arc Home closed on the acquisitioninvestment portfolio.


Our "Investment portfolio" includes our Residential Investments and Agency RMBS, inclusive of a Fannie Mae, Freddie Mac, Federal Housing Administration (“FHA”), Veteran’s Administration (“VA”) and Ginnie Mae seller/servicer of mortgages with licensesTBAs.
Our "Residential Investments" refer to conduct business in 47 states, including Washington D.C. Through this subsidiary, Arc Home originates conforming, Government, Jumbo and other non-conformingour residential mortgage loans retainsand Non-Agency RMBS.
"Residential mortgage loans" or "Loans" refer to our Non-Agency Loans, Agency-Eligible Loans, and Re/Non-Performing Loans (exclusive of retained tranches from unconsolidated securitizations) and Land Related Financing.
"Non-Agency RMBS" refer to the mortgage servicing rights associated with the loans that it originates,retained tranches from unconsolidated securitizations of Non-Agency Loans and purchases additional mortgage servicing rights from third-party sellers.

Market overview

Spreads for mostRe/Non-Performing Loans, as well as RMBS collateralized by Non-Agency Loans and Agency-Eligible Loans.

"Real estate securities" refers to our Non-Agency RMBS and Agency RMBS, inclusive of TBAs.
Our "GAAP Residential Investments" refer to our Residential Investments excluding investments held within affiliated entities.
Our "GAAP Investment portfolio" includes our GAAP Residential Investments and ABS markets tightened duringAgency RMBS.

For a reconciliation of our Investment portfolio to our GAAP Investment portfolio, see the third quarter, resultingGAAP Investment Portfolio Reconciliation Table below.

Book value and Adjusted book value per share

The below table details book value and adjusted book value per common share. Per share amounts for book value are calculated using all outstanding common shares in a 3.5% increase in our book value. Legacy RMBS securities continue to benefit from a combinationaccordance with GAAP as of strong demand and stable fundamentals. Additionally, the supply/demand imbalance in legacy RMBS help fuel a further tightening in new issue spreads. During the quarter, the Federal Reserve laid out its plan for implementing the gradual reductionquarter-end.

March 31, 2023December 31, 2022
Book value per common share$11.85 $11.39 
Net proceeds of preferred stock less liquidation preference of preferred stock per common share (1)(0.37)(0.36)
Adjusted book value per common share$11.48 $11.03 
(1)Book value per common share is calculated using stockholders’ equity less net proceeds of its balance sheet reinvestment. This allowed for Agency RMBS to realize their best spread performance of the year, with nominal spreads tightening to benchmark rates by eight to ten basis points during the quarter. Relatively rangebound interest rates, subdued implied volatility and modest supply have continued to serve as a favorable backdrop for Agency RMBS and support our tactical rotation of capital to the sector. The Credit Risk Transfer (“CRT”) sector initially rallied during the quarter, but the arrival of Hurricanes Harvey and Irma put heavy pressure on spreads. Relatively benign loss estimates following the hurricanes caused spreads to retrace some of the widening and the mezzanine tranches that we own ultimately ended the quarter unchanged.

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Housing, economic and interest rate trends

Inclusive of distressed sales, home prices nationwide increased by 6.9% on a year-over-year basis in August 2017 as compared with August 2016, according to data released by CoreLogic. This marks the 67th consecutive monthly increase year-over-year in national home prices. The housing market remains strong, and we expect home price appreciation to persist around current levels due to tight supply conditions across most of the nation. The U.S. government agencies and the Federal Reserve (the “Fed”) policy sponsorship of housing via lower mortgage rates coupled with a stable broader domestic economy have provided support for the housing market recovery.

According to CoreLogic, the aggregate negative equity value (homes where the homeowner owes more on the home than the home is worth) decreased $700$220.5 million to $284.4 billion in the second quarter of 2017, from $285.1 billion in the second quarter of 2016, a decrease of 0.2%. For much of the country, the negative equity epidemic that developed during the 2008-2009 recession has lifted due to the rise in home prices over the past five years. Additionally, credit performance in terms of serious delinquencies and subsequent default rates continued to be stable-to-improving in 2017 and is anticipated to remain stable in the near future.

At its September meeting, the Fed maintained the federal funds interest rate but commenced its previously communicated plan for reducing the size of its balance sheet. Progress continues to be made with respect to the Fed’s dual mandate of full employment and price stability, as unemployment remains below 5%, however inflation has softened recently in response to a series of transitory factors. In the September update of its Summary of Economic Projections, the Fed increased its median forecast for real GDP growth in 2017 and 2019 and maintained its median forecast for 2018 as well decreased its median forecast for the unemployment rate in 2018 and 2019. Ultimately, in light of both a cyclically and structurally depressed neutral interest rate, the Fed may not be able to raise the federal funds rate in-line with its median projected rate of 2.1% by the end of 2018. This, combined with a persistent global bid for high quality fixed income securities, supports a benign range bound outlook for interest rates through year end.

The rise in savings rates since the financial crisis, continued low interest rates, steady employment gains and low energy costs have all contributed to significant improvement in the consumer’s balance sheet. This continues to fuel our optimism about the prospects of further housing recovery and longer term moderate home price appreciation. However, we expect that, without an increase in median income, the pace of home price appreciation is likely to moderate over the coming years.

The market movements outlined above may have a meaningful impact on our operating resultsissued and our existing portfolio and may cause us to adjust our investment and financing strategies over timeoutstanding preferred stock as new opportunities emerge and the risk profilesnumerator. Adjusted book value per common share is calculated using stockholders’ equity less the liquidation preference of our business changes.

Recent government activity

The current regulatory environment may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act or significant reform of the Internal Revenue Code, including significant changes to the taxation of business entities. There is a lack of clarity around both the timing and the exact details of any such tax or regulatory reform and the impact of such potential reform$228.0 million on our operations.

issued and outstanding preferred stock as the numerator.


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Results of operations

Operations

Our operating results can be affected by a number of factors and primarily depend on the size and composition of our investment portfolio, the level of our net interest income, the marketfair value of our assets and the supply of, and demand for, our target assetsinvestments in residential mortgage loans in the marketplace, among other things, which can be impacted by unanticipated credit events, such as defaults, liquidations or delinquencies, experienced by borrowers whose residential mortgage loans are included in our RMBS.investment portfolio and other unanticipated events in our markets. Our primary source of net income or loss available to common stockholders is our net interest income, less our cost of hedging, which represents the difference between the interest earned on our investment portfolio and the costs of financing and hedging our investment portfolio. Our net interest income varies primarily as a result of changeseconomic hedges in market interest rates, prepayment speeds, as measured by the Constant Prepayment Rate (“CPR”)place on the Agency RMBS in our investment portfolio, andas well as any income or losses from our funding and hedging costs.

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equity investments in affiliates.

Three Months Ended March 31, 2023 compared to the Three Months Ended March 31, 2022

The table below presents certain information from our consolidated statementstatements of operations for the three and nine months ended September 30, 2017March 31, 2023 and September 30, 2016:

  Three Months Ended  Three Months Ended  Nine Months Ended  Nine Months Ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Statement of Operations Data:                
Net Interest Income                
Interest income $33,592,587  $30,573,134  $92,773,014  $91,470,588 
Interest expense  11,959,225   8,525,365   30,322,030   25,482,661 
   21,633,362   22,047,769   62,450,984   65,987,927 
                 
Other Income                
Net realized gain/(loss)  22,286   9,578,488   (12,527,278)  (8,725,255)
Realized loss on periodic interest settlements of derivative instruments, net  (2,147,452)  (1,034,251)  (5,614,971)  (5,019,565)
Unrealized gain/(loss) on real estate securities and loans, net  14,892,809   13,461,216   53,189,925   33,260,103 
Unrealized gain/(loss) on derivative and other instruments, net  2,422,713   6,961,061   4,224,010   (4,792,369)
Other income  2,325   341,345   34,207   368,731 
   15,192,681   29,307,859   39,305,893   15,091,645 
                 
Expenses                
Management fee to affiliate  2,454,083   2,451,387   7,373,679   7,322,312 
Other operating expenses  2,602,473   2,870,662   8,247,060   8,581,726 
Servicing fees  22,991   121,806   184,993   359,150 
Equity based compensation to affiliate  60,859   75,774   225,877   217,928 
Excise tax  375,000   238,167   1,125,000   988,167 
   5,515,406   5,757,796   17,156,609   17,469,283 
                 
Income/(loss) before equity in earnings/(loss) from affiliates  31,310,637   45,597,832   84,600,268   63,610,289 
Equity in earnings/(loss) from affiliates  4,700,800   534,133   9,699,962   1,154,390 
Net Income/(Loss)  36,011,437   46,131,965   94,300,230   64,764,679 
                 
Dividends on preferred stock  3,367,354   3,367,354   10,102,062   10,102,062 
                 
Net Income/(Loss) Available to Common Stockholders $32,644,083  $42,764,611  $84,198,168  $54,662,617 
                 
Share Data:                
Earnings/(Loss) Per Share of Common Stock                
Basic $1.17  $1.54  $3.03  $1.95 
Diluted $1.17  $1.54  $3.03  $1.95 

Net Income/(Loss) Available to Common Stockholders

Net income/(loss) available to common stockholders decreased $10.2 million from $42.8 million for the three months ended September 30, 2016 to $32.6 million for the three months ended September 30, 2017, primarily due to one time realized gains taken on certain real estate securities and loans for the three months ended September 30, 2016, lower derivative prices, which decreased our “Unrealized gain/(loss) on derivative and other instruments, net,” and higher financing costs, which increased our “Interest expense.”

Net income/(loss) available to common stockholders increased $29.5 million from $54.7 million for the nine months ended September 30, 2016 to $84.2 million for the nine months ended September 30, 2017, primarily due to higher prices on our securities, which increased our “Unrealized gain/(loss) on real estate securities and loans, net,” coupled with higher derivative prices, which increased our “Unrealized gain/(loss) on derivative and other instruments, net,” offset by higher financing costs, which increased our “Interest expense.”

2022 (in thousands).

Three Months Ended
March 31, 2023March 31, 2022Increase/(Decrease)
Statement of Operations Data:   
Net Interest Income   
Interest income$57,803 $33,417 $24,386 
Interest expense46,188 16,122 30,066 
Total Net Interest Income11,615 17,295 (5,680)
Other Income/(Loss)  
Net interest component of interest rate swaps1,020 (2,270)3,290 
Net realized gain/(loss)100 8,783 (8,683)
Net unrealized gain/(loss)8,717 (22,420)31,137 
Total Other Income/(Loss)9,837 (15,907)25,744 
Expenses  
Management fee to affiliate2,075 1,962 113 
Non-investment related expenses2,820 2,674 146 
Investment related expenses2,326 2,021 305 
Transaction related expenses1,707 5,879 (4,172)
Total Expenses8,928 12,536 (3,608)
Income/(loss) before equity in earnings/(loss) from affiliates12,524 (11,148)23,672 
Equity in earnings/(loss) from affiliates16 (2,054)2,070 
Net Income/(Loss)12,540 (13,202)25,742 
Dividends on preferred stock(4,586)(4,586)— 
Net Income/(Loss) Available to Common Stockholders$7,954 $(17,788)$25,742 

Interest income


Interest income is calculated using the effective interest method for our GAAP investment portfolio and calculated based on the actual coupon rate and the outstanding principal balance on our U.S. Treasury securities.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

portfolio.

Interest income increased by $3.0 million from $30.6 million at September 30, 2016March 31, 2022 to $33.6 million at September 30, 2017March 31, 2023 primarily due to an increase in the size of our portfolio resulting from purchases of Non-Agency Loans and Agency-Eligible Loans during the period. This was coupled with an increase in the weighted average yield. The following table presents a summary of the weighted average amortized cost of our GAAP investment portfolio and U.S. Treasury securities period over period by $0.4 billion from $2.8 billion at September 30, 2016 to $3.2 billion at September 30, 2017. This was offset by a decrease in
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the weighted average yield on our GAAP investment portfolio for the three months ended March 31, 2023 and U.S. Treasury securities, if applicable, during the period of 0.10% from 4.35% at September 30, 2016 to 4.25% at September 30, 2017.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

Interest income increased by $1.3 million from $91.5 million at September 30, 2016 to $92.8 million at September 30, 2017 primarily due to an increase2022 ($ in the weighted average yield on our GAAP investment portfolio and U.S. Treasury securities during the period of 0.33% from 4.19% at September 30, 2016 to 4.52% at September 30, 2017. This was offset by a decrease in the weighted average cost of our GAAP investment portfolio and U.S. Treasury securities, if applicable, period over period by $0.2 billion from $2.9 billion at September 30, 2016 to $2.7 billion at September 30, 2017.

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millions).


Three Months Ended
March 31, 2023March 31, 2022Increase/(Decrease)
Weighted average amortized cost of our GAAP investment portfolio$4,693 $3,360 $1,333 
Weighted average yield on our GAAP investment portfolio4.93 %3.98 %0.95 %

Interest expense


Interest expense is calculated based on the actual financing rate and the outstanding financing balance, inclusive of our financing arrangements and securitized debt, on our GAAP investment portfolio. 

Interest expense increased from March 31, 2022 to March 31, 2023 due to an increase in the amount of financing on our GAAP investment portfolio primarily resulting from the issuance of $3.0 billion of securitized debt in 2022 and U.S. Treasury securities.

Three Months Ended September 30, 2017 compared to$234.8 million of securitized debt in the Three Months Ended September 30, 2016

Interest expense increased by $3.5 million from $8.5 million at September 30, 2016 to $12.0 million at September 30, 2017 primarily due tofirst quarter of 2023. Additionally, there was an increase in the weighted average financing rate during the period resulting from increased interest rates. The following table presents a summary of the weighted average financing balance of and the weighted average financing rate on our GAAP investment portfolio for the three months ended March 31, 2023 and U.S. Treasury securities, if applicable,2022 ($ in millions).


Three Months Ended
March 31, 2023March 31, 2022Increase/(Decrease)
Weighted average GAAP financing balance$4,288 $3,060 $1,228 
Weighted average financing rate on our GAAP investment portfolio4.31 %2.11 %2.20 %

Net interest component of interest rate swaps

Net interest component of interest rate swaps represents the net interest income received or expense paid on our interest rate swaps.
We recorded income on the net interest component of interest rate swaps during the period, by 0.40% from 1.49% at September 30, 2016 to 1.89% at September 30, 2017. This was coupledthree months ended March 31, 2023, compared with an increaseexpense for the three months ended March 31, 2022. The Company's swap portfolio was in the weighted average financing balance on our GAAP investment portfolio and U.S. Treasury securitiesa net receive position during the period of $0.2 billion from $2.3 billion at September 30, 2016 to $2.5 billion at September 30, 2017. Refer tothree months ended March 31, 2023 compared with being in a net pay position during the “Financing activities” section below forthree months ended March 31, 2022, which resulted in interest earned during the three months ended March 31, 2023 compared with interest expensed during three months ended March 31, 2022. The following table presents a discussionsummary of our costinterest rate swap portfolio as of funds.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

Interest expense increased by $4.8 million from $25.5 million at September 30, 2016 to $30.3 million at September 30, 2017 primarily due to an increaseMarch 31, 2023 and 2022 ($ in the weighted average financing rate on our GAAP investment portfolio and U.S. Treasury securities, if applicable, during the period, by 0.44% from 1.42% at September 30, 2016 to 1.86% at September 30, 2017. This was offset by a decrease in the weighted average financing balance on our GAAP investment portfolio and U.S. Treasury securities during the period of $0.2 billion from $2.4 billion at September 30, 2016 to $2.2 billion at September 30, 2017. Refer to the “Financing activities” section below for a discussion of our cost of funds.

millions).


March 31, 2023March 31, 2022Increase/(Decrease)
Interest rate swap notional value$468 $1,419 $(951)
Weighted average receive-variable rate4.87 %0.30 %4.57 %
Weighted average pay-fix rate3.69 %1.27 %2.42 %

Net realized gain/(loss)

Net realized gain/(loss) represents the net gain or loss recognized on any sales out of our GAAP investment portfolio, Other assets, derivatives, or other instruments, other-than-temporary-impairment (“OTTI”) charges recorded during the period, as well as transfers from Residential mortgage loans to Other assets. Refer to Note 2, Note 3 and Note 4 of the “Notes to Consolidated Financial Statements (Unaudited)” for further discussion on OTTI.

The following table presents a summary of Net realized gain/(loss) for the three and nine months ended September 30, 2017March 31, 2023 and September 30, 2016, respectively:

  Three Months Ended  Nine Months Ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Real Estate Securities  2,365,126   9,806,146   1,274,428   9,050,494 
Loans  -   3,407,112   2,333,855   3,407,112 
Loans transferred to Other assets  (140,733)  277,978   (56,764)  277,978 
Sale of Other assets  (189,957)  295,919   (374,613)  295,918 
Settlement of TBAs  1,671,836   420,547   3,002,891   445,586 
Settlement of certain derivatives and other instruments  (1,714,187)  (3,609,103)  (11,896,957)  (8,776,734)
OTTI  (1,969,799)  (1,020,111)  (6,810,118)  (13,425,609)
Total Net realized gain/(loss)  22,286   9,578,488   (12,527,278)  (8,725,255)

Realized loss on periodic interest settlement of derivative instruments, net

Realized loss on periodic interest settlement of derivative instruments, net represents2022 (in thousands). The realized gain during the net interest expense paid on ourthree months ended March 31, 2023 was driven by unwinding pay-fix, receive-variable interest rate swaps.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

Realized lossswaps which were previously held at unrealized gains as a result of rising interest rates. This was offset by realized losses on periodic interest settlementsales of derivative instruments,residential mortgage loans.

Three Months Ended
 March 31, 2023March 31, 2022
Sales of residential mortgage loans and loans transferred to or sold from Other assets$(9,902)$(58)
Sales of real estate securities— (16,840)
Settlement of derivatives and other instruments10,002 25,681 
Total Net realized gain/(loss)$100 $8,783 

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Net unrealized gain/(loss)

The following table presents a summary of net increased by $1.1 million from $1.0 million at September 30, 2016 to $2.1 million at September 30, 2017 due to an increase in the weighted average swap notional from $0.4 billionunrealized gain/(loss) for the three months ended September 30, 2016 to $1.8 billion forMarch 31, 2023 and 2022 (in thousands). During the three months ended September 30, 2017. This was offset by an increase in the average three-month LIBOR rate from 0.787% for the three months ended September 30, 2016 to 1.315% for the three months ended September 30, 2017.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

Realized lossMarch 31, 2023, unrealized gains on periodic interest settlement of derivative instruments, net increased by $0.6 million from $5.0 million at September 30, 2016 to $5.6 million at September 30, 2017 due to an increase in the weighted average swap notional from $0.6 billion for the nine months ended September 30, 2016 to $1.2 billion for the nine months ended September 30, 2017. This was offset by an increase in the average three-month LIBOR rate from 0.686% for the nine months ended September 30, 2016 to 1.197% for the nine months ended September 30, 2017.

46

Unrealized gain/(loss) onresidential mortgage loans and real estate securities and loans, net

Refer to the “Market overview” section of this Item 2 for a discussion of the changes in market pricing which drive our “Unrealized gain/(loss) on real estate securities and loans, net” and “Unrealized gain/(loss) on derivative and other instruments, net” line items. Realized gains and losses on sales also generally impact unrealized gains and losses.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

For the three months ended September 30, 2017 and September 30, 2016, Unrealized gain/(loss) on real estate securities and loans, net was $14.9 million and $13.5 million, respectively. The $14.9 million at September 30, 2017 was comprised of unrealized gains on securities and loans of $14.3 million and $0.6 million, respectively, during the period.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 and September 30, 2016, Unrealized gain/(loss) on real estate securities and loans, net was $53.2 million and $33.3 million, respectively. The $53.2 million at September 30, 2017 was comprised of unrealized gains on securities and loans of $52.5 million and $0.7 million, respectively, during the period.

Unrealized gain/(loss) on derivative and other instruments, net

Refer to the “Market overview” section of this Item 2 for a discussion of the changes in market pricing which drive our “Unrealized gain/(loss) on real estate securities and loans, net” and “Unrealized gain/(loss) on derivative and other instruments, net” line items. Realized gains and losses on sales also generally impact unrealized gains and losses.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

For the three months ended September 30, 2017 and September 30, 2016, Unrealized gain/(loss) on derivative and other instruments, net was $2.4 million and $7.0 million, respectively. The $2.4 million at September 30, 2017 was comprised primarily of unrealized gains on interest rate swaps during the period.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 and September 30, 2016, Unrealized gain/(loss) on derivative and other instruments, net was $4.2 million and $(4.8) million, respectively. The $4.2 million at September 30, 2017 was comprised of unrealized gains on certain derivatives of $5.2 million, offset by unrealized losses on TBAssecuritized debt and derivatives were the result of $1.0 millionlower interest rates during the period.

Other income

Other income pertains to certain fees we receive on our residential mortgage loans.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

For the three months ended September 30, 2017 and September 30, 2016, Other income was $2,325 and $341,345, respectively. The decrease in Other income pertains to increased fees we received on one of our residential mortgage loan pools during the three months ended September 30, 2016.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 and September 30, 2016, Other income was $34,207 and $368,731, respectively. The decrease in Other income pertains to increased fees we received on one of our residential mortgage loan pools during the nine months ended September 30, 2016.

47
period

Three Months Ended
 March 31, 2023March 31, 2022
Residential mortgage loans$97,201 $(158,147)
Real estate securities4,127 (11,425)
Securitized debt(72,642)97,235 
Derivatives(19,969)49,917 
Total Net unrealized gain/(loss)$8,717 $(22,420)


Management fee to affiliate

Our management fee is based upon a percentage of our Stockholders’ Equity after excluding unrealized gains or losses and other non-cash items.Equity. See the “Contractual obligations”"Contractual obligations" section of this Item 2 for further detail on the calculation of our management fee and for the definition of Stockholders’ Equity.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

For the three months ended September 30, 2017 and September 30, 2016, our management fees were $2.5 million and $2.5 million, respectively. Management fees increased slightlyfrom March 31, 2022 to March 31, 2023 primarily due to thean increase in our Stockholders’Stockholder's Equity as calculated pursuant to our Management Agreement.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 and September 30, 2016, our management fees were $7.4 million and $7.3 million, respectively. Management fees increased slightly due to the increase in our Stockholders’ Equity as calculated pursuant to our Management Agreement.

Other operating


Non-investment related expenses

These amounts are


Non-investment related expenses is primarily comprised of professional fees, directors’ and officers’ (“("D&O”&O") insurance, directors’ compensation, and directors’certain non-investment related expenses reimbursable to our Manager or its affiliates. We are required to reimburse our Manager or its affiliates for operating expenses incurred by our Manager or its affiliates on our behalf, including certain compensation expenses and other expenses relating to legal, accounting, and other services. Refer to the "Contractual obligations" section below for more detail on certain expenses reimbursable to our Manager or its affiliates. The following table presents a summary of our non-investment related expenses for the three months ended March 31, 2023 and 2022 (in thousands).

Three Months Ended
March 31, 2023March 31, 2022
Affiliate reimbursement$1,400 $1,405 
Professional Fees552 467 
D&O insurance272 327 
Directors' compensation176 168 
Other420 307 
Total Non-investment related expenses$2,820 $2,674 

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Investment related expenses

Investment related expenses is primarily comprised of servicing fees, as well asasset management fees, and certain investment related expenses reimbursable to the Manager. We are required to reimburse our Manager or its affiliates for operating expenses which are incurred by our Manager or its affiliates on our behalf including certain salary expenses and other expenses relating to legal, accounting, due diligence and other services. Refer to the “Contractual obligations” section below for more detail on certain expenses reimbursable to the Manager.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

For the three months ended September 30, 2017 other operating expenses were $2.6 million. This balance, exclusiveassociated with our investment portfolio. The following table presents a summary of certain expenses reimbursable to the Manager, was comprised primarily of (i) $0.3 million related to professional fees, (ii) $0.2 million related to residential mortgage loanour investment related expenses (iii) $0.1 million related to D&O insurance, and (iv) $0.1 million related to directors’ fees and stock compensation.

For the three months ended September 30, 2016 other operating expenses were $2.9 million. This balance, exclusive of certain expenses reimbursable to the Manager, was comprised primarily of (i) $0.4 million related to professional fees, (ii) $0.2 million related to residential mortgage loan related expenses (iii) $0.2 million related to D&O insurance, and (iv) $0.1 million related to directors’ fees and stock compensation.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 other operating expenses were $8.2 million. This balance, exclusive of certain expenses reimbursable to the Manager, was comprised primarily of (i) $1.1 million related to professional fees, (ii) $0.6 million related to residential mortgage loan related expenses (iii) $0.5 million related to D&O insurance, and (iv) $0.4 million related to directors’ fees and stock compensation.

For the nine months ended September 30, 2016 other operating expenses were $8.6 million. This balance, exclusive of certain expenses reimbursable to the Manager, was comprised primarily of (i) $1.2 million related to professional fees, (ii) $0.6 million related to residential mortgage loan related expenses (iii) $0.6 million related to D&O insurance, and (iv) $0.3 million related to directors’ fees and stock compensation.

Servicing fees

We incur servicing fee expenses in connection with the servicing of our residential mortgage loans. As of September 30, 2017 and September 30, 2016, we owned Residential mortgage loans with fair market value of $23.9 million and $42.6 million, respectively.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

For the three months ended September 30, 2017 and September 30, 2016 our servicing fees were $22,991 and $121,806, respectively. The decrease in fees primarily pertains to sales of residential mortgage loans from prior periods.

48

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 and September 30, 2016 our servicing fees were $184,993 and $359,150, respectively. The decrease in fees primarily pertains to sales of residential mortgage loans during the period.

Equity based compensation to affiliate

Equity based compensation to affiliates represents the amortization of the fair value of our restricted stock units remeasured quarterly, less the present value of dividend expected to be paid on the underlying shares through the requisite period.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

Equity based compensation to affiliates remained relatively flat period over period for the three months ended September 30, 2017March 31, 2023 and September 30, 2016.

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

Equity based compensation to affiliates remained relatively flat period over period for the nine months ended September 30, 20172022 (in thousands).


Three Months Ended
March 31, 2023March 31, 2022
Affiliate reimbursement$102 $135 
Servicing fees1,050 1,007 
Residential mortgage loan asset management fees635 544 
Trustee and bank fees375 142 
Other164 193 
Total Investment related expenses$2,326 $2,021 

Transaction related expenses

Transaction related expenses are expenses associated with purchasing and September 30, 2016.

Excise tax

Excise tax represents a four percent tax on the required amount of our ordinary incomesecuritizing residential mortgage loans as well as certain other transaction and net capital gains not distributed during the year. The quarterly expense is calculated in accordanceperformance related fees associated with applicable tax regulations.

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

Forassets we invest in. These fees decreased from the three months ended September 30, 2017 and September 30, 2016 we recorded excise tax expense of $0.3 million and $0.2 million, respectively. The increase pertainsMarch 31, 2022 to the receiptthree months ended March 31, 2023 primarily due to upfront expenses associated with securitizations. During the first quarter of a tax refund in 20162022, the Company completed three securitizations as a result of filing our 2015 tax return.

Nine Months Ended September 30, 2017 compared to one in the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 and September 30, 2016 we recorded excise tax expensefirst quarter of $1.1 million and $1.0 million, respectively. The increase pertains to the receipt of a tax refund in 2016 as a result of filing our 2015 tax return.

2023.


Equity in earnings/(loss) from affiliates

Equity in earnings/(loss) from affiliates represents our share of earnings and profits of investments held within affiliated entities. A majoritySubstantially all of these investments are comprised of real estate securities, loans, and our investment in AG Arc.

Three Months Ended September 30, 2017 compared toArc which holds our investment in Arc Home. The below tables summarize the Three Months Ended September 30, 2016

Forcomponents of the "Equity in earnings/(loss) from affiliates" line item on our consolidated statements of operations (in thousands).


Three Months Ended
March 31, 2023March 31, 2022
MATT Non-QM Securities$1,625 $(889)
Land Related Financing339 502 
Re/Non-Performing Securities192 
AG Arc(2,140)(1,670)
Equity in earnings/(loss) from affiliates$16 $(2,054)

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The below table further disaggregates our "Equity in earnings/(loss) from affiliates" line item on our consolidated statements of operations (in thousands).
Three Months Ended
March 31, 2023March 31, 2022
Interest income$1,760 $1,449 
Interest expense264 292 
Total Net Interest Income1,496 1,157 
Net realized gain/(loss)— (7)
Net unrealized gain/(loss)794 (1,422)
Total Other Income/(Loss)794 (1,429)
After-tax earnings/(loss) at AG Arc (1)(2,315)3,145 
Net unrealized gain/(loss) on investment in AG Arc175 (2,459)
Elimination of gains on loans sold to MITT (2)— (2,356)
Total AG Arc Earnings/(Loss)(2,140)(1,670)
Other operating expenses134 112 
Equity in earnings/(loss) from affiliates$16 $(2,054)
(1)The earnings/(loss) at AG Arc during the three months ended September 30, 2017 and September 30, 2016, we recorded EquityMarch 31, 2023 were primarily the result of $(1.6) million of losses related to changes in earnings/(loss) from affiliatesthe fair value of $4.7 million and $0.5 million, respectively. The increase primarily pertains to a largerthe MSR portfolio due to additions to investments held within affiliated entities,by Arc Home, coupled with increased security prices.

Nine Months Ended September 30, 2017 compared$(0.7) million of losses related to Arc Home's lending and servicing operations. The earnings/(loss) at AG Arc during the three months ended March 31, 2022 were primarily the result of $3.1 million related to changes in the fair value of the MSR portfolio held by Arc Home.

(2)The earnings recognized by AG Arc do not include our portion of gains recorded by Arc Home in connection with the sale of residential mortgage loans to us. Refer to Note 10 to the Nine Months Ended September 30, 2016

For the nine months ended September 30, 2017 and September 30, 2016, we recorded Equity in earnings/(loss) from affiliates of $9.7 million and $1.2 million, respectively. The increase primarily pertains to gains recognized on a sold security, additions to the portfolio of investments held within affiliated entities and increased security prices.

Book value per share

As of September 30, 2017, December 31, 2016 and September 30, 2016, our book value per common share was $19.35, $17.86 and $18.49, respectively.

49

Presentation of investment, financing and hedging activities

In the “Investment activities,” “Financing activities,” “Hedging activities” and “Liquidity and capital resources” sections of this Item 2, where we disclose our investment portfolio and the related repurchase agreements that finance it, we have presented this information inclusive of (i) unconsolidated ownership interests in affiliates that are accounted for under GAAP using the equity method and (ii) TBAs, which are accounted for as derivatives under GAAP. Our investment portfolio and the related repurchase agreements that finance it are presented along with a reconciliation to GAAP. This presentation of our investment portfolio is consistent with how our management evaluates the business, and we believe this presentation, when considered with the GAAP presentation, provides supplemental information useful for investors in evaluating our investment portfolio and financial condition. See Note 2 to the “Notes"Notes to Consolidated Financial Statements (Unaudited)”(unaudited)" for a discussion of investments in debt and equity of affiliates and TBAs.

Net interest margin

more information on this accounting policy.


Net interest margin isand leverage ratio

Net interest margin and leverage ratio are metrics that management believes should be considered when evaluating the performance of our investment portfolio.

GAAP net interest margin and non-GAAP net interest margin, a non-GAAP financial measure, are calculated by subtracting the weighted average cost of funds from the weighted average yield for our GAAP investment portfolio which excludes cash held by us and any net TBA position.our investment portfolio, respectively. The weighted average yield on our investment portfolio represents an effective interest rate on our cost basis, which utilizes all estimates of future cash flows and adjusts for actual prepayment and cash flow activity as of quarter-end. The calculation of weighted average yield is weighted on fair value at quarter-end. The weighted average cost of funds is the sum of the weighted average funding costs on total financing arrangements outstanding at quarter-end, including all non-recourse financing arrangements, and our weighted average hedging cost, which is the weighted average of the net pay rateor receive rates on our interest rate swaps, the net receive/pay rate on our Treasury longswaps. GAAP and short positions, respectively, and the net receivable rate on our IO index derivatives, if any. Both elements ofnon-GAAP cost of funds are weighted by the outstanding repurchase agreements on our investment portfolio, securitized debt, and loan participation payable at quarter-end, exclusive of repurchase agreements associated with U.S. Treasury securities.

Our GAAP net interest margin is calculated by subtracting the weighted average cost of fundsfinancing arrangements on our GAAP investment portfolio from the weighted average yield forand our GAAP investment portfolio, which excludes cash heldrespectively, and the fair value of securitized debt at quarter-end.


Our leverage ratio is determined by usour portfolio mix as well as many additional factors, including the liquidity of our portfolio, the availability and any net TBA position. Both elementsprice of cost of fundsour financing, the available capacity to finance our assets, and anticipated regulatory developments. See the "Financing activities" section below for more detail on our GAAP investment portfolio are weighted by the outstanding repurchase agreements on our GAAP investment portfolio, securitized debt, and loan participation payable at quarter-end, exclusive of repurchase agreements associated with U.S. Treasury securities.

Seeleverage ratio.

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The table below for a chart settingsets forth the net interest margin fromand leverage ratio on our investment portfolio as of September 30, 2017March 31, 2023 and September 30, 20162022 and for a reconciliation to the net interest margin and leverage ratio on our GAAP investment portfolio:

September 30, 2017            
Weighted Average GAAP Investment Portfolio  Other Assets  Investments in Debt and
Equity of Affiliates
  Investment Portfolio (1) 
Yield  4.49%  7.58%  13.74%  4.69%
Cost of Funds  2.12%  -   3.51%  2.12%
Net Interest Margin  2.37%  7.58%  10.23%  2.57%
                 
September 30, 2016            
Weighted Average GAAP Investment Portfolio  Investments in Debt
and Equity of Affiliates
  Investment Portfolio (1)    
Yield  4.57%  13.08%  4.73%    
Cost of Funds  1.74%  3.30%  1.76%    
Net Interest Margin  2.83%  9.78%  2.97%    

(1) portfolio.


March 31, 2023   
Weighted AverageGAAP Investment PortfolioInvestments in Debt and Equity of AffiliatesInvestment Portfolio (a)
Yield5.00 %18.62 %5.16 %
Cost of Funds (b)(c)4.34 %5.24 %4.35 %
Net Interest Margin0.66 %13.38 %0.81 %
Leverage Ratio (d)8.9x(e)1.4x
March 31, 2022   
Weighted AverageGAAP Investment PortfolioInvestments in Debt and Equity of AffiliatesInvestment Portfolio (a)
Yield4.09 %7.43 %4.15 %
Cost of Funds (b)(c)2.72 %3.21 %2.73 %
Net Interest Margin1.37 %4.22 %1.42 %
Leverage Ratio (d)5.8x(e)2.7x
(a)Excludes any net TBA position.

Core Earnings

We define core earnings, a non-GAAP financial measure,positions.

(b)Includes cost of non-recourse financing arrangements.
(c)Cost of Funds includes the cost (interest expense) or benefit (interest income) from our interest rate hedges. The benefit of hedging as Net Income/(loss) available to common stockholders excluding both unrealized and realized gains/(losses) on the sale or termination of securitiesMarch 31, 2023 was 0.13% and the related tax expense/benefit or disposition expense, if any,cost of hedging as of March 31, 2022 was 0.42%.
(d)The leverage ratio on such sale, including (i) investments heldour GAAP Investment Portfolio represents GAAP leverage. The leverage ratio on our investment portfolio represents Economic Leverage as defined below in affiliated entities and (ii) derivatives. As defined, Core the "Financing Activities" section.
(e)Refer to the "Financing activities" section below for an aggregate breakout of leverage.
Earnings include the net interest and other income earned on these investments on a yield adjusted basis, including credit derivatives, investments in debt and equity of affiliates, inverse Agency Interest-Only securities, interest rate derivatives, TBA drop income or any other investment activity that may earn or pay net interest or its economic equivalent. Available for Distribution

One of our objectives is to generate net income from net interest margin on the portfolio, and management uses Core Earnings Available for Distribution ("EAD"), as one of several metrics, to help measure our performance against this objective. Management believes that this non-GAAP measure, when considered with the Company’sour GAAP financials,financial statements, provides supplemental information useful for investors to help evaluate our financial performance. However, management also believes that our definition of EAD has important limitations as it does not include certain earnings or losses our management team considers in evaluating our results of operations. This metric, in conjunction with related GAAP measures, provides greater transparency into the information used by our management in its financial and operational decision-making.performance. Our presentation of Core EarningsEAD may not be comparable to similarly-titled measures of other companies, who may use different calculations. This non-GAAP measure should not be considered a substitute for, or superior to, the financial measuresNet Income/(loss) available to common stockholders or Net income/(loss) per diluted common share calculated in accordance with GAAP. Our GAAP financial results and the reconciliations from these results should be carefully evaluated. Refer to the “Results of Operations” section above for

We define EAD, a detailed discussion of our GAAPnon-GAAP financial results.

50

A reconciliation of “Netmeasure, as Net Income/(loss) available to common stockholders”stockholders excluding (i) (a) unrealized gains/(losses) on loans, real estate securities, derivatives and other investments, inclusive of our investment in AG Arc, and (b) net realized gains/(losses) on the sale or termination of such instruments, (ii) any transaction related expenses incurred in connection with the acquisition, disposition, or securitization of our investments, (iii) accrued deal-related performance fees payable to Core Earningsthird party operators to the extent the primary component of the accrual relates to items that are excluded from EAD, such as unrealized and realized gains/(losses), (iv) realized and unrealized changes in the fair value of Arc Home's net mortgage servicing rights and the derivatives intended to offset changes in the fair value of those net mortgage servicing rights, (v) deferred taxes recognized at our taxable REIT subsidiaries, if any, and (vi) any gains/(losses) associated with exchange transactions on our common and preferred stock. Items (i) through (vi) above include any amount related to those items held in affiliated entities. Management considers the transaction related expenses referenced in (ii) above to be similar to realized losses incurred at the acquisition, disposition, or securitization of an asset and does not view them as being part of its core operations. Management views the exclusion described in (iv) above to be consistent with how it calculates EAD on the remainder of its portfolio. Management excludes all deferred taxes because it believes deferred taxes are not representative of current operations. EAD include the net interest income and other income earned on our investments on a yield adjusted basis, including TBA dollar roll income/(loss) or any other investment activity that may earn or pay net interest or its economic equivalent.


46



A reconciliation of "Net Income/(loss) available to common stockholders" to EAD for the three months ended March 31, 2023 and nine months ended September 30, 2017 and September 30, 20162022 is set forth below:

  Three Months Ended  Three Months Ended  Nine Months Ended  Nine Months Ended 
  September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Net Income/(loss) available to common stockholders $32,644,083  $42,764,611  $84,198,168  $54,662,617 
Add (Deduct):                
Net realized (gain)/loss  (22,286)  (9,578,488)  12,527,278   8,725,255 
Drop income  1,525,466   129,883   2,626,313   216,927 
Equity in (earnings)/loss from affiliates  (4,700,800)  (534,133)  (9,699,962)  (1,154,390)
Net interest income and expenses from equity method investments (1)  2,195,983   1,653,043   6,457,822   3,218,360 
Unrealized (gain)/loss on real estate securities and loans, net  (14,892,809)  (13,461,216)  (53,189,925)  (33,260,103)
Unrealized (gain)/loss on derivative and other instruments, net  (2,422,713)  (6,961,061)  (4,224,010)  4,792,369 
Core Earnings $14,326,924  $14,012,639  $38,695,684  $37,201,035 
                 
Core Earnings, per Diluted Share $0.51  $0.50  $1.39  $1.33 

below (in thousands, except per share data).

Three Months Ended
March 31, 2023March 31, 2022
Net Income/(loss) available to common stockholders$7,954 $(17,788)
Add (Deduct):
Net realized (gain)/loss(100)(8,783)
Net unrealized (gain)/loss(8,717)22,420 
Transaction related expenses and deal related performance fees (1)1,800 6,132 
Equity in (earnings)/loss from affiliates(16)2,054 
EAD from equity method investments (2)(3)(339)(2,550)
Dollar roll income/(loss)— (1,977)
Earnings available for distribution$582 $(492)
Earnings available for distribution, per Diluted Share$0.03 $(0.02)
(1)For the three months ended September 30, 2017, we recognizedMarch 31, 2023 and 2022, total transaction related expenses and deal related performance fees included $1.7 million and $5.9 million, respectively, recorded within the "Transaction related expenses" line item and $0.1 million or $0.00 per shareand $0.2 million, respectively, recorded within the "Interest expense" line item, which relates to the amortization of net income/(loss) attributed to our investment in AG Arc. For the nine months ended September 30, 2017, we recognized $0.5 million or $0.02 per share of net income/(loss) attributed tko our investment in AG Arc. deferred financing costs.
(2)For the three months ended September 30, 2016, we recognizedMarch 31, 2023 and 2022, $(0.6) million or $(0.03) per share and $4.4 million or $0.18 per share, respectively, of realized and unrealized changes in the fair value of Arc Home's net mortgage servicing rights and corresponding derivatives were excluded from EAD, net of deferred tax expense. Additionally, for the three months ended March 31, 2023 and 2022, $0.2 million or $0.01 per share and $(2.5) million or $(0.10) per share, respectively, of net income/(loss) attributed tounrealized changes in the fair value of our investment in Arc Home were excluded from EAD.
(3)EAD recognized by AG Arc.Arc does not include our portion of gains recorded by Arc Home in connection with the sale of residential mortgage loans to us. For the ninethree months ended September 30, 2016,March 31, 2023 we did not eliminate any intra-entity profits recognized $(0.3)by Arc Home as we did not purchase any loans from Arc during the quarter. For the three months ended March 31, 2022, we eliminated $2.4 million or $(0.01)$0.10 per share of net income/(loss) attributedintra-entity profits recognized by Arc Home, and also decreased the cost basis of the underlying loans we purchased by the same amount. Refer to our investment in AG Arc.

Note 10 to the "Notes to Consolidated Financial Statements (unaudited)" for more information on this accounting policy.


Investment activities


We evaluate investmentsaim to allocate capital to investment opportunities with attractive risk/return profiles in our target asset classes. Our investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans. We finance our acquired loans through various financing lines on a short-term basis and securitize the loans to obtain long-term, non-recourse, non-mark-to-market financing as market conditions permit. We may also invest in Agency RMBS usingto utilize excess liquidity. Our investment and capital allocation decisions depend on prevailing market conditions and compliance with Investment Company Act and REIT tests, among other factors, and may change over time in response to opportunities available in different economic and capital market environments. As a result, in reacting to market conditions and taking into account a variety of other factors, including liquidity, duration, and interest rate expectations, the mix of our assets changes over time as we deploy capital. We actively evaluate our investments based on factors including, among others, the characteristics of the underlying collateral, geography, expected return, expected future prepayment trends, supply of and demand for Agency RMBS,our investments, costs of financing, costs of hedging, expected future interest rate volatility, and the overall shape of the U.S. Treasury and interest rate swap yield curves. Prepayment speeds, as reflected by the CPR and interest rates vary according to the type of investment, conditions in financial markets, competition and other factors, none of which can be predicted with any certainty. In general, as prepayment speeds on our Agency RMBS portfolio increase, the related purchase premium amortization increases, thereby reducing the net yield on such assets.

Our credit investments are subject to risk of loss with regard to principal and interest payments. We evaluate each investment in our credit portfolio based on the characteristics of the underlying collateral and the securitization structure. We maintain a comprehensive portfolio management process that generally includes day-to-day oversight by the portfolio management team and a quarterly credit review process for each investment that examines the need for a potential reduction in accretable yield, missed or late contractual payments, significant declines in collateral performance, prepayments, projected defaults, loss severities and other data which may indicate a potential issue in our ability to recover our capital from the investment. These processes are designed to enable our Manager to evaluate and proactively manage asset-specific credit issues and identify credit trends on a portfolio-wide basis. Nevertheless, we cannot be certain that our review will identify all issues within our portfolio due to, among other things, adverse economic conditions or events adversely affecting specific assets. Therefore, potential future losses may also stem from issues with our investments that are not identified by our credit reviews.

The risk-reward profile of our investment opportunities changes continuously with the market, including with labor, housing and economic fundamentals and U.S. monetary policy. As a result, in reacting to market conditions and taking into account a variety of other factors, including liquidity, duration, interest rate expectations and hedging, the mix of our assets changes over time. Our portfolio management and investment decisions have led to a decrease in the size of our portfolio over time.

As of September 30, 2017, we had a $3.3 billion GAAP investment portfolio, which consisted of $2.1 billion, or 61.7%, of assets in our GAAP Agency RMBS portfolio and $1.2 billion, or 38.3%, of assets in our GAAP credit portfolio. As of September 30, 2017, our investment portfolio totaled $3.5 billion, which consisted of $2.2 billion, or 61.7%, of assets in our Agency RMBS portfolio and $1.3 billion, or 38.3%, of assets in our credit portfolio. This compares with a $2.4 billion GAAP investment portfolio as of December 31, 2016, which consisted of $1.1 billion, or 43.5%, of assets in our GAAP Agency RMBS portfolio and $1.3 billion, or 56.5%, of assets in our GAAP credit portfolio. As of December 31, 2016, our investment portfolio was $2.5 billion, which consisted of $1.1 billion, or 43.5%, of assets in our Agency RMBS portfolio and $1.4 billion, or 56.5%, of assets in our credit portfolio.

51


The following table presents a general summary of our investment portfolio as of September 30, 2017 and December 31, 2016:

  Amortized Cost  Fair Value  Weighted Average
Yield
  Weighted Average
Funding Cost (a)
  Net Interest Margin (a)  Leverage Ratio (b) 
  September 30,
2017
  December 31,
2016
  September 30,
2017
  December 31,
2016
  September
30, 2017
  December
31, 2016
  September
30, 2017
  December
31, 2016
  September
30, 2017
  December
31, 2016
  September
30, 2017
  December
31, 2016
 
Agency RMBS $2,167,255,767  $1,104,119,758  $2,180,978,238  $1,108,913,726   3.18%  3.17%  1.33%  0.97%  1.85%  2.20%  7.1x  5.1x
Residential Investments  904,548,485   1,071,183,137   963,278,080   1,091,168,253   6.42%  6.31%  2.64%  2.37%  3.78%  3.94%  3.1x  2.7x
Commercial Investments  329,828,326   327,333,471   336,535,328   325,740,321   8.39%  7.91%  2.72%  2.50%  5.67%  5.41%  1.1x  1.2x
ABS  53,232,661   21,667,978   53,223,788   21,231,956   8.73%  6.32%  2.98%  2.33%  5.75%  3.99%  1.0x  2.4x
Total: Investment Portfolio $3,454,865,239  $2,524,304,344  $3,534,015,434  $2,547,054,256   4.69%  5.18%  2.12%  2.02%  2.57%  3.16%  4.2x  2.9x
                                                 
Investments in Debt and Equity of Affiliates $74,575,924  $65,120,616  $76,538,053  $63,561,582   13.74%  14.54%  3.51%  3.51%  10.23%  11.03%  (c)  (c)
                                                 
Other Assets $248,103  $-  $243,207  $-   7.58%  -    N/A    N/A   7.58%  -    N/A    N/A 
                                                 
TBAs $121,583,125  $51,427,734  $121,125,315  $51,250,000    N/A    N/A    N/A    N/A    N/A    N/A   (c)  (c)
                                                 
Total: GAAP Investment Portfolio $3,258,458,087  $2,407,755,994  $3,336,108,859  $2,432,242,674   4.49%  4.94%  2.12%  2.01%  2.37%  2.93%  4.0x  2.9x

(a)Total weighted average funding cost and total net interest margin includes cost of hedging.
(b)Leverage ratio is calculated off of allocated equity. Total leverage ratio includes any net receivables on TBAs.
(c)Refer to the “Financing activities” section below for an aggregate breakout of leverage.

In managing our portfolio, we

We allocate our equity by investment type using the fair market value of our investment portfolio, less any associated leverage, inclusive of any long TBA position (at cost). We allocate all non-investment portfolio related itemsassets and liabilities to our investment portfolio based on their respectivethe characteristics of such assets and liabilities in order to sum to stockholders’stockholders' equity per the consolidated balance sheets. Our equity allocation method is a non-GAAP methodology and may not be comparable to the similarly titled measure or concepts of other companies, who may use different calculations.

calculations and allocation methodologies.


47



The following table presents a summary of the allocated equity of our investment portfolio as of September 30, 2017March 31, 2023 and December 31, 2016:

  Allocated Equity  Percent of Equity 
  September 30,
2017
  December 31,
2016
  September 30,
2017
  December 31,
2016
 
Agency RMBS  279,215,794   189,280,511   39.5%  28.9%
Residential Investments  242,870,226   306,911,537   34.4%  46.8%
Commercial Investments  157,641,180   153,225,309   22.3%  23.4%
ABS  26,898,681   6,459,033   3.8%  0.9%
Total  706,625,881   655,876,390   100.0%  100.0%

52
2022 ($ in thousands).

 Allocated EquityPercent of Equity
 March 31, 2023December 31, 2022March 31, 2023December 31, 2022
Residential Investments$404,937 $454,411 87.7 %98.2 %
Agency RMBS56,976 8,389 12.3 %1.8 %
Total$461,913 $462,800 100.0 %100.0 %

The following table presents a summary of our investment portfolio as of March 31, 2023 and December 31, 2022 and a reconciliation to our GAAP Investment Portfolio ($ in thousands).
 Fair ValuePercent of Investment Portfolio
Fair Value
Leverage Ratio (a)
 March 31, 2023December 31, 2022March 31, 2023December 31, 2022March 31, 2023December 31, 2022
Residential Investments$4,185,478 $4,202,801 93.6 %99.5 %0.9x1.3x
Agency RMBS287,197 19,124 6.4 %0.5 %4.7x1.7x
Total: Investment Portfolio$4,472,675 $4,221,925 100.0 %100.0 %1.4x1.3x
Investments in Debt and Equity of Affiliates$50,180 $49,609 N/AN/A(b)(b)
Total: GAAP Investment Portfolio$4,422,495 $4,172,316 N/AN/A8.9x8.4x
(a)The leverage ratio on our investment portfolio represents Economic Leverage as defined below in the "Financing Activities" section and is calculated by dividing each investment type's total recourse financing arrangements by its allocated equity (described in the chart above). Cash posted as collateral has been allocated pro-rata by each respective asset class's Economic Leverage amount. The Economic Leverage Ratio excludes any fully non-recourse financing arrangements and includes any net receivables or payables on TBAs. The leverage ratio on our GAAP Investment Portfolio represents GAAP leverage.
(b)Refer to the "Financing activities" section below for an aggregate breakout of leverage.

48




The following table presents a reconciliation of our investment portfolioInvestment Portfolio to our GAAP investment portfolioInvestment Portfolio as of September 30, 2017:

Instrument Current Face  Amortized Cost  Unrealized Mark-to-
Market
  Fair Value (1)  Weighted Average
Coupon (2)
  Weighted
Average Yield
  Weighted Average
Life (Years) (3) (8)
 
Agency RMBS:                            
30 Year Fixed Rate $1,676,807,359  $1,750,830,091  $9,552,127  $1,760,382,218   3.77%  3.11%  8.62 
Fixed Rate CMO  54,267,762   54,695,495   904,953   55,600,448   3.00%  2.79%  4.17 
ARM  183,361,500   182,342,286   3,918,224   186,260,510   2.35%  2.83%  4.82 
Inverse Interest Only  125,517,421   16,904,789   246,358   17,151,147   3.85%  7.06%  4.43 
Interest Only and Excess MSR (4)  862,279,325   40,899,981   (441,381)  40,458,600   2.51%  6.49%  5.30 
Fixed Rate 30 Year TBA (5)  116,000,000   121,583,125   (457,810)  121,125,315   3.80%  N/A   N/A 
Credit Investments:                            
Residential Investments                            
Prime (6)  552,016,023   438,241,782   34,739,648   472,981,430   4.39%  6.40%  9.51 
Alt-A (6)  255,419,594   162,125,599   12,685,083   174,810,682   4.57%  5.95%  7.07 
Subprime (6)  87,300,355   83,392,128   1,323,989   84,716,117   4.71%  5.72%  6.45 
Credit Risk Transfer  121,512,326   121,586,944   7,010,289   128,597,233   5.03%  5.24%  6.56 
RPL/NPL  43,235,382   43,183,788   95,915   43,279,703   4.82%  6.15%  1.83 
RMBS Interest Only and Excess MSR (7)  433,681,726   3,580,289   (438,001)  3,142,288   0.21%  10.26%  3.34 
Residential Whole Loans  78,512,741   52,437,955   3,312,672   55,750,627   5.32%  11.74%  4.51 
Commercial Investments                            
CMBS  202,106,820   152,578,776   (553,507)  152,025,269   5.42%  6.02%  3.81 
Freddie Mac K-Series CMBS  194,814,918   63,474,420   2,267,011   65,741,431   5.98%  14.81%  9.88 
CMBS Interest Only (9)  3,264,829,223   57,223,259   4,146,706   61,369,965   0.30%  6.69%  3.79 
Commercial Whole Loans  57,738,472   56,551,871   846,792   57,398,663   7.93%  9.15%  2.00 
ABS  53,497,625   53,232,661   (8,873)  53,223,788   8.34%  8.73%  5.32 
Total: Investment Portfolio $8,362,898,572  $3,454,865,239  $79,150,195  $3,534,015,434   2.20%  4.69%  5.63 
                             
Investments in Debt and Equity of Affiliates $1,519,472,909  $74,575,924  $1,962,129  $76,538,053   0.18%  13.74%  6.00 
                             
Other Assets $56,727,627  $248,103  $(4,896) $243,207   N/A   7.58%  5.64 
                             
TBAs $116,000,000  $121,583,125  $(457,810) $121,125,315   3.80%  N/A   N/A 
                             
Total: GAAP Investment Portfolio $6,670,698,036  $3,258,458,087  $77,650,772  $3,336,108,859   2.61%  4.49%  5.55 

(1) IncludedMarch 31, 2023 and December 31, 2022 ($ in Residential Investments and Commercial Investments are $9.2 million fair market value and $67.3 million fair market value, respectively, that arethousands).

March 31, 2023December 31, 2022
InstrumentCurrent FaceAmortized CostUnrealized Mark-to-MarketFair Value (1)Weighted Average
Coupon (2)
Weighted
Average Yield
Weighted Average
Life  (Years) (3)
Fair Value (1)
Residential Investments:
Residential Mortgage Loans
Securitized Non-Agency Loans (4)$4,049,191 $4,101,841 $(405,098)$3,696,743 4.81 %4.66 %9.78$3,436,201 
Securitized Re- and Non-Performing Loans319,949 284,879 (12,852)272,027 3.76 %6.57 %6.37270,945 
Non-Agency Loans121,885 121,843 805 122,648 7.23 %6.86 %3.56371,161 
Agency-Eligible Loans5,084 5,168 (265)4,903 5.44 %5.01 %4.7546,862 
Re- and Non-Performing Loans3,291 1,446 1,744 3,190 N/A79.62 %1.903,428 
Land Related Financing10,814 10,814 — 10,814 14.50 %14.50 %0.3310,688 
Total Residential Mortgage Loans4,510,214 4,525,991 (415,666)4,110,325 4.82 %4.93 %9.344,139,285 
Non-Agency RMBS
Non-Agency Securities (5)45,452 35,766 (4,597)31,169 3.78 %6.70 %12.1819,537 
MATT Non-QM Securities343,784 31,632 (51)31,581 1.01 %21.13 %3.6831,067 
Re/Non-Performing Securities32,918 7,923 (138)7,785 4.60 %14.13 %1.427,854 
Non-Agency RMBS Interest Only (6)105,786 2,753 1,865 4,618 0.38 %32.86 %4.295,058 
Total Non-Agency RMBS527,940 78,074 (2,921)75,153 1.68 %15.14 %4.4063,516 
Total Residential Investments5,038,154 4,604,065 (418,587)4,185,478 4.62 %5.12 %8.824,202,801 
Agency RMBS:
30 Year Fixed Rate263,445 264,822 3,694 268,516 5.74 %5.62 %6.46— 
Interest Only125,018 19,243 (562)18,681 2.84 %7.95 %6.5919,124 
Total Agency RMBS388,463 284,065 3,132 287,197 4.81 %5.77 %6.5019,124 
Total: Investment Portfolio$5,426,617 $4,888,130 $(415,455)$4,472,675 4.63 %5.16 %8.65$4,221,925 
Less: Investments in Debt and Equity of Affiliates
Residential Mortgage Loans$10,814 $10,814 $— $10,814 14.50 %14.50 %0.33$10,688 
Non-Agency RMBS$376,702 $39,555 $(189)$39,366 1.55 %19.75 %3.49$38,921 
Total: GAAP Investment Portfolio$5,039,101 $4,837,761 $(415,266)$4,422,495 4.75 %5.00 %8.86$4,172,316 
(1)Refer to Note 10 to the "Notes of the Consolidated Financial Statements (unaudited)" for more detail on what is included in the “Investmentsour "Investments in debt and equity of affiliates”affiliates" line item on our consolidated balance sheet.

sheets. Our assets held through Investments in debt and equity of affiliates are included in the "Land Related Financing," "MATT Non-QM Securities," and "Re/Non-Performing Securities" line items above.

(2)Equity residuals principal only securities and MSRs with a zero coupon rate are excluded from this calculation.

(3) Fixed Rate 30 Year TBA are excluded from this calculation.

(4) Excess MSRs whose underlying collateralWeighted average life is securitized in a trust held by a U.S. government agency or GSE.

(5) Represents long positions in Fixed Rate 30 Year TBA.

(6) Non-Agency RMBS with credit scores above 700, between 700 and 620 and below 620 at originationbased on projected life. Typically, actual maturities are classified as Prime, Alt-A, and Subprime, respectively. The weighted average credit scores of our Prime, Alt-A and Subprime Non-Agency RMBS were 724, 667 and 602, respectively.

(7) Excess MSRs whose underlying collateral is securitized in a trust not held by a U.S. government agency or GSE.

(8) Actual maturities of investments and loans are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal, and prepayments of principal.

(9) Includes Freddie Mac K-Series CMBS interest-only bonds.

53

The following table presents a reconciliation of our investment portfolio(4)Securitized Non-Agency Loans include loans that were considered to be Agency-Eligible prior to our GAAP investment portfolio as of December 31, 2016:

Instrument Current Face  Amortized Cost  Unrealized Mark-to-
Market
  Fair Value (1)  Weighted Average
Coupon (1)
  Weighted
Average Yield (2)
  Weighted Average
Life (Years) (3) (7)
 
Agency RMBS:                            
30 Year Fixed Rate $713,234,586  $741,572,808  $(1,845,087) $739,727,721   3.64%  2.99%  8.68 
Fixed Rate CMO  62,570,005   63,101,436   595,962   63,697,398   3.00%  2.80%  4.73 
ARM  208,592,111   206,958,936   4,385,116   211,344,052   2.35%  2.84%  5.07 
Inverse Interest Only  99,127,607   11,977,729   377,150   12,354,879   3.50%  7.30%  4.35 
Interest Only  317,774,720   29,081,115   1,458,561   30,539,676   2.46%  8.65%  4.09 
Fixed Rate 30 Year TBA (4)  50,000,000   51,427,734   (177,734)  51,250,000   3.50%  N/A    N/A 
Credit Investments:                            
Residential Investments                            
Prime (5)  619,345,362   497,837,476   14,920,082   512,757,558   4.17%  5.98%  10.44 
Alt-A (5)  279,857,391   181,398,827   4,012,575   185,411,402   4.54%  5.57%  7.82 
Subprime (5)  127,967,069   122,497,412   135,065   122,632,477   4.04%  5.31%  4.93 
Credit Risk Transfer  60,682,441   60,592,617   1,969,919   62,562,536   5.57%  6.82%  6.98 
RPL/NPL  114,976,337   114,301,187   (1,141,699)  113,159,488   4.39%  4.88%  1.12 
RMBS Interest Only and Excess MSR (6)  508,621,868   4,013,463   160,630   4,174,093   0.25%  14.68%  3.45 
Residential Whole Loans  125,543,596   90,542,155   (71,456)  90,470,699   4.89%  12.07%  4.13 
Commercial Investments                            
CMBS  209,526,282   152,985,726   (2,150,419)  150,835,307   5.04%  6.03%  3.22 
Freddie Mac K-Series CMBS  158,976,049   57,058,621   (733,708)  56,324,913   5.66%  13.06%  9.21 
CMBS Interest Only (8)  2,855,494,786   57,993,758   517,543   58,511,301   0.31%  6.48%  3.76 
Commercial Whole Loans  60,800,000   59,295,366   773,434   60,068,800   7.39%  9.19%  1.54 
ABS  22,025,000   21,667,978   (436,022)  21,231,956   5.43%  6.32%  4.50 
Total: Investment Portfolio $6,595,115,210  $2,524,304,344  $22,749,912  $2,547,054,256   1.99%  5.18%  5.26 
                             
Investments in Debt and Equity of Affiliates $1,057,695,652  $65,120,616  $(1,559,034) $63,561,582   0.22%  14.54%  5.93 
                             
TBAs $50,000,000  $51,427,734  $(177,734) $51,250,000   3.50%   N/A    N/A 
                             
Total: GAAP Investment Portfolio $5,487,419,558  $2,407,755,994  $24,486,680  $2,432,242,674   2.28%  4.94%  5.14 

(1) Included in Residential Investmentssecuritization.

(5)Includes Non-Agency Securities collateralized by Non-QM loans and Commercial Investments are $9.5 million fair market value and $54.1 million fair market value, respectively, that are included in the “Investments in debt and equity of affiliates” line item on our consolidated balance sheet.

(2) Equity residuals, principal only securities and MSRs with a zero coupon rate are excluded from this calculation.

(3) Fixed Rate 30 Year TBA are excluded from this calculation.

(4) Represents long positions in Fixed Rate 30 Year TBA.

(5)Agency-Eligible loans.

(6)Includes Non-Agency RMBS with credit scores above 700, between 700 and 620 and below 620 at origination are classified as Prime, Alt-A, and Subprime, respectively. The weighted average credit scores of our Prime, Alt-A and Subprime Non-Agency RMBS were 725, 667 and 603, respectively.

(7) Excess MSRs whose underlying collateral is securitized in a trust not heldInterest Only securities collateralized by a U.S. government agency or GSE.

(8) Actual maturities of investments andNon-QM loans.


49



Residential mortgage loans are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

(9) Includes Freddie Mac K-Series CMBS interest-only bonds.

The following table presents certain information grouped by vintage as it relates to our credit securities portfolio as of September 30, 2017. We have also presented a reconciliation to GAAP.

Credit Securities: Current Face  Amortized Cost  Unrealized Mark-to-
Market
  Fair Value  Weighted Average
Coupon (1)
  Weighted
Average Yield
  Weighted Average
Life (Years) (2)
 
Pre 2005 $47,516,970  $46,115,243  $784,694  $46,899,937   4.76%  7.02%  4.25 
2005  172,092,744   135,741,627   15,958,747   151,700,374   4.42%  6.92%  9.48 
2006  236,946,515   152,839,840   14,140,725   166,980,565   4.38%  6.21%  8.02 
2007  154,419,472   117,192,616   10,953,009   128,145,625   4.41%  6.53%  12.80 
2008  22,512,421   18,667,752   297,249   18,965,001   6.98%  6.66%  8.25 
2011  7,070,577   5,971,316   24,009   5,995,325   3.49%  4.68%  5.97 
2012  73,267,348   10,932,546   123,019   11,055,565   2.04%  5.80%  2.57 
2013  136,865,174   69,253,204   1,470,214   70,723,418   3.19%  5.76%  4.25 
2014  1,078,393,986   70,718,411   3,605,128   74,323,539   0.41%  10.87%  1.55 
2015  1,260,994,472   241,907,151   4,662,672   246,569,823   1.06%  6.39%  4.13 
2016  1,372,824,219   170,598,918   8,019,946   178,618,864   0.97%  6.76%  5.46 
2017  641,273,839   167,156,338   3,029,333   170,185,671   1.52%  7.02%  6.45 
Total: Credit Securities $5,204,177,737  $1,207,094,962  $63,068,745  $1,270,163,707   1.45%  6.82%  4.84 
                             
Investments in Debt and Equity of Affiliates $1,517,461,844  $73,317,974  $1,892,585  $75,210,559   0.17%  13.81%  5.99 
                             
Total: GAAP Basis $3,686,715,893  $1,133,776,988  $61,176,160  $1,194,953,148   1.92%  6.38%  4.37 

(1) Equity residual investments and principal only securities are excluded from this calculation.

(2) Actual maturities of mortgage-backed securities are generally shorter than stated contractual maturities. Actual maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

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The following table presents certain information grouped by vintage as it relates to our credit securities portfolio as of December 31, 2016. We have also presented a reconciliation to GAAP.

Credit Securities: Current Face  Amortized Cost  Unrealized Mark-to-
Market
  Fair Value  Weighted Average
Coupon (1)
  Weighted
Average Yield
  Weighted Average
Life (Years) (2)
 
Pre 2005 $88,697,196  $86,085,152  $376,229  $86,461,381   3.68%  6.44%  4.70 
2005  193,951,980   154,998,772   6,941,224   161,939,996   4.31%  5.95%  11.37 
2006  280,083,255   182,839,758   6,743,899   189,583,657   4.14%  6.02%  9.50 
2007  188,265,662   148,015,242   4,266,444   152,281,686   4.17%  6.27%  11.73 
2008  16,424,000   13,638,581   491,993   14,130,574   7.00%  5.73%  9.06 
2011  7,113,232   5,716,817   (276,523)  5,440,294   3.14%  5.77%  7.66 
2012  81,928,364   20,325,054   (178,093)  20,146,961   2.43%  6.04%  2.93 
2013  140,878,507   72,931,048   335,727   73,266,775   2.92%  5.46%  4.43 
2014  1,149,462,384   122,144,577   (62,871)  122,081,706   0.56%  9.13%  1.76 
2015  1,376,578,039   286,726,007   (3,060,150)  283,665,857   1.10%  6.58%  4.09 
2016  1,443,943,577   227,893,324   650,169   228,543,493   1.06%  6.31%  5.69 
Total: Credit Portfolio $4,967,326,196  $1,321,314,332  $16,228,048  $1,337,542,380   1.51%  6.48%  4.92 
                             
Investments in Debt and Equity of Affiliates $1,054,695,758  $63,163,256  $(1,522,800) $61,640,456   0.21%  14.74%  5.93 
                             
Total: GAAP Basis $3,912,630,438  $1,258,151,076  $17,750,848  $1,275,901,924   1.82%  6.09%  4.64 

(1) Equity residual investments and principal only securities are excluded from this calculation.

(2) Actual maturities of mortgage-backed securities are generally shorter than stated contractual maturities. Actual maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

The following table presents the fair value of our credit securities portfolio by credit rating as of September 30, 2017 and December 31, 2016:

Credit Rating - Credit Securities (1) September 30, 2017  December 31, 2016 
AAA $71,730,504  $88,002,613 
A  63,068,142   101,877,530 
BBB  10,709,344   21,304,102 
BB  76,178,009   33,965,384 
B  133,604,088   71,712,259 
Below B  400,889,930   503,636,658 
Not Rated  513,983,690   517,043,834 
Total: Credit Securities $1,270,163,707  $1,337,542,380 
         
Investments in Debt and Equity of Affiliates $75,210,559  $61,640,456 
         
Total: GAAP Basis $1,194,953,148  $1,275,901,924 

(1) Represents the minimum rating for rated assets of S&P, Moody and Fitch credit ratings, stated in terms of the S&P equivalent.

The following table presents the CPR experienced on our GAAP Agency RMBS portfolio, on an annualized basis, for the quarterly periods presented:

  Three Months Ended (1) (2) 
Agency RMBS September 30, 2017  September 30, 2016 
30 Year Fixed Rate  6%  10%
Fixed Rate CMO  12%  10%
ARM  13%  19%
Interest Only  14%  17%
Weighted Average  7%  12%

(1) Represents the weighted average monthly CPRs published during the quarter for our in-place portfolio during the same period.

(2) Source: Bloomberg

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The following tables present the geographic concentration of the underlying collateral for our Non-Agency RMBSand CMBS portfolios:

September 30, 2017
Non-Agency RMBS    CMBS   
State Percentage  State Percentage 
California  22.9% California  10.3%
Florida  7.9% Texas  8.5%
New York  7.0% New York  8.3%
Texas  4.1% New Jersey  7.4%
Georgia  3.5% Nevada  5.8%
Other  54.6% Other  59.7%
Total  100.0% Total  100.0%

December 31, 2016
Non-Agency RMBS    CMBS   
State Percentage  State Percentage 
California  23.6% California  11.4%
Florida  8.1% Texas  9.7%
New York  7.7% Florida  7.7%
Texas  4.1% New Jersey  6.7%
New Jersey  3.9% Nevada  6.0%
Other  52.6% Other  58.5%
Total  100.0% Total  100.0%

The following tables present certain information regarding credit quality for certain categories within our Residential mortgage loan portfolio ($ in thousands).

March 31, 2023December 31, 2022
Unpaid Principal BalanceWeighted Average (1)(2)(3)Aging by Unpaid Principal Balance (1)(2)
Fair ValueOriginal LTV RatioCurrent FICO (4)Current30-59 Days60-89 Days90+ DaysFair Value
Securitized Non-Agency Loans$4,049,191 $3,696,743 68.57 %737 $3,978,280 $43,019 $11,220 $16,672 $3,436,201 
Securitized Re- and Non-Performing Loans319,949 272,027 79.67 %644 218,839 37,673 10,230 53,207 270,945 
Non-Agency Loans121,885 122,648 70.04 %724 118,670 — 1,130 2,085 371,161 
Agency-Eligible Loans5,084 4,903 73.70 %751 5,084 — — — 46,862 
Re- and Non-Performing Loans (1)3,291 3,190 N/AN/AN/AN/AN/AN/A3,428 
Land Related Financing (2)10,814 10,814 N/AN/AN/AN/AN/AN/A10,688 
Total Residential mortgage loans$4,510,214 $4,110,325 69.41 %730 $4,320,873 $80,692 $22,580 $71,964 $4,139,285 
Less: Residential mortgage loans in Investments in Debt and Equity of Affiliates10,814 10,814 N/AN/AN/AN/AN/AN/A10,688 
Total GAAP Residential mortgage Loans$4,499,400 $4,099,511 69.41 %730 $4,320,873 $80,692 $22,580 $71,964 $4,128,597 
(1)Weighted average and aging data excludes residual positions where we consolidate a securitization and the positions are recorded on our balance sheet as Re- and Non-Performing Loans. There may be limited data available regarding the underlying collateral of the residual positions.
(2)Weighted average and aging data excludes Land Related Financing.
(3)Amounts are weighted based on unpaid principal balance.
(4)Weighted average current FICO excludes borrowers where FICO scores were not available. Data is as of February 28, 2023.

See Note 3 to the "Notes to Consolidated Financial Statements (unaudited)" for a breakout of geographic concentration of credit risk within loans we include in the "Securitized residential mortgage loans, at fair value" and "Residential mortgage loans, at fair value" line items on our consolidated balance sheets.

Securitized Non-Agency Loans

As noted above, our investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans. These securitization trusts ("Non-Agency VIEs") are collateralized by Non-Agency and Agency-Eligible Loans.

In each securitization transaction, we transfer a pool of loans to a wholly-owned subsidiary and the loans are deposited into a newly created securitization trust. The securitization trust issues various classes of mortgage pass-through certificates backed by the cash flows from the underlying residential mortgage loans (the "Certificates"). When we sponsor a residential mortgage loan securitization, we are generally required to retain at least 5% of the fair value of the Certificates issued in the securitization ("Risk Retention Rules"). We can retain either an "eligible vertical interest" (which consists of at least 5% of each class of securities issued in the securitization), an "eligible horizontal residual interest" (which is the most subordinate class of securities with a fair value of at least 5% of the aggregate credit risk) or a combination of both totaling 5% (the "Required Credit Risk"). In order to comply with the Risk Retention Rules in each securitization transaction, we generally purchase the most subordinated classes of Certificates and the excess cash flow Certificates. We also purchase the Certificates entitled to excess servicing fees and may purchase other Certificates issued by the securitization trust, while typically selling the senior classes of Certificates to unrelated third parties.

If we are determined to be the primary beneficiary of these securitization transactions, we consolidate the respective VIE created to facilitate the transaction and record "Securitized residential mortgage loans" and "Securitized debt" on the consolidated balance sheets in accordance with U.S. GAAP. However, as noted above, our equity at risk represents certain Certificates from each securitization which we retain.

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The following table summarizes our Securitized residential mortgage loans and Securitized debt, as well as the economic interest on retained Certificates related to our Non-Agency VIEs (in thousands).
March 31, 2023December 31, 2022
Unpaid Principal BalanceFair ValueUnpaid Principal BalanceFair Value
Securitized residential mortgage loans in Non-Agency VIEs$4,049,191 $3,696,743 $3,841,265 $3,436,201 
Securitized debt in Non-Agency VIEs3,858,691 3,323,861 3,671,561 3,078,593 
Retained Certificates from Non-Agency VIEs (1)(2)(3)$372,882 $357,608 
Retained interests in Non-Agency VIEsCurrent FaceFair ValueCurrent FaceFair Value
Mezzanine Bonds$23,348 $19,659 $17,382 $15,472 
Subordinate Bonds308,193 208,683 296,215 193,906 
Interest Only / Excess Servicing Bonds (4)8,401,138 144,540 8,049,995 148,230 
Retained Certificates from Non-Agency VIEs (1)(2)(3)$372,882 $357,608 
Financing arrangements on retained Certificates from Non-Agency VIEs192,964 197,937 
Retained Certificates from Non-Agency VIEs, net of financing arrangements$179,918 $159,671 
(1)Maximum loss exposure from our involvement with VIEs pertains to the fair value of the Certificates retained from the VIEs. We have no obligation to provide any other explicit or implicit support to the securitization trusts.
(2)As of March 31, 2023 and December 31, 2022, our equity at risk included bonds with a fair value of $227.3 million and $215.1 million, respectively, held in order to comply with Risk Retention Rules. We are generally required to hold the Required Credit Risk until the later of (i) the fifth anniversary of the securitization closing date and (ii) the date on which the aggregate unpaid principal balance of the mortgage loans has been reduced to 25% of the aggregate unpaid principal balance of the mortgage loans as of the securitization closing date, but no longer than the seventh anniversary of the closing date.
(3)As of March 31, 2023 and December 31, 2022, a portion of our equity at risk included bonds exposed to the first loss of the securitization with a fair value of $82.0 million and $84.7 million, respectively.
(4)As the sponsor and depositor of each securitization, we may purchase all of the outstanding Certificates (an "Optional Redemption") following the earlier of (1) an applicable anniversary date (typically two or three years) of the respective securitization or (2) the date at which the unpaid principal balance of the applicable collateral has declined below a certain percentage (typically 10% to 30%) of the principal balance originally contributed to the securitization. As of March 31, 2023 and December 31, 2022, there were no securitizations which met the criteria for an Optional Redemption.

Non-Agency RMBS

The following table presents the fair value of our Non-Agency RMBS by credit rating as of March 31, 2023 and CMBS portfolios:

September 30, 2017
Non-Agency RMBS (1)
Category Weighted Average 60+
Days Delinquent
  Weighted Average Loan
Age (Months)
  Weighted Average
Credit Enhancement
 
Prime  9.7%  115.64   14.8%
Alt-A  14.2%  142.08   22.8%
Subprime  18.1%  150.87   57.9%
Credit Risk Transfer  0.1%  17.04   1.0%
RPL/NPL  55.0%  137.38   54.3%

CMBS (1)
Category Weighted Average 60+
Days Delinquent
  Weighted Average Loan
Age (Months)
  Weighted Average
Credit Enhancement
 
CMBS  3.4%  36.89   16.3%
Freddie Mac K Series CMBS  0.0%  29.51   0.9%

December 31, 2016
Non-Agency RMBS (1)
Category Weighted Average 60+
Days Delinquent
  Weighted Average Loan
Age (Months)
  Weighted Average
Credit Enhancement
 
Prime  10.5%  107.29   15.7%
Alt-A  13.9%  127.18   22.7%
Subprime  17.9%  158.67   69.4%
Credit Risk Transfer  0.1%  16.10   0.8%
RPL/NPL  63.4%  108.06   46.0%

CMBS (1)
Category Weighted Average 60+
Days Delinquent
  Weighted Average Loan
Age (Months)
  Weighted Average
Credit Enhancement
 
CMBS  3.0%  41.00   14.7%
Freddie Mac K Series CMBS  0.0%  26.24   1.5%

(1) Sources: Intex, Trepp

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December 31, 2022 (in thousands).


Credit Rating - Non-Agency RMBS (1)March 31, 2023December 31, 2022
A$4,238 $— 
BBB11,504 7,707 
BB9,766 8,096 
B13,487 12,814 
Not Rated36,158 34,899 
Total: Non-Agency RMBS$75,153 $63,516 
Less: Investments in Debt and Equity of Affiliates$39,366 $38,921 
Total: GAAP Basis$35,787 $24,595 
(1)Represents the minimum rating for rated assets of S&P, Moody, Morningstar, and Fitch credit ratings, stated in terms of the S&P equivalent.

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The following table presents the geographic concentration of the underlying collateral for our Non-Agency RMBS portfolio ($ in thousands).

March 31, 2023December 31, 2022
StateFair ValuePercentageStateFair ValuePercentage
California$35,339 47.0 %California$29,972 47.2 %
New York10,604 14.1 %New York9,733 15.3 %
Florida4,751 6.3 %Florida3,955 6.2 %
Texas2,786 3.7 %Texas2,248 3.5 %
New Jersey2,339 3.1 %New Jersey1,912 3.0 %
Other19,334 25.8 %Other15,696 24.8 %
Total$75,153 100.0 %Total$63,516 100.0 %

Agency RMBS

Although our investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans, from time to time we invest excess liquidity into Agency RMBS. The following table presents the fair value and the Constant Prepayment Rate ("CPR") experienced on our GAAP Agency RMBS portfolio for the periods presented ($ in thousands).

 Fair ValueCPR (1)
Agency RMBSMarch 31, 2023December 31, 2022March 31, 2023December 31, 2022
30 Year Fixed Rate$268,516 $— 0.6 %— %
Interest Only18,681 19,124 4.7 %11.0 %
Total/Weighted Average$287,197 $19,124 1.3 %11.0 %
(1)Represents the weighted average monthly CPRs published during the period for our in-place portfolio.

Financing activities


We use leverage to completefinance the purchase of real estate securities and loans in our investment portfolio. Through September 30, 2017, ourOur leverage has primarily been in the form of repurchase agreements and similar financing arrangements (which we refer to collectively as financing arrangements), and securitized debt, and loan participations. debt.

Repurchase agreements involve the sale and a simultaneous agreement to repurchase the transferred assets or similar assets at a future date. The amount borrowed generally is equal to the fair value of the assets pledged less an agreed-upon discount, referred to as a “haircut.”"haircut." The size of the haircut reflects the perceived risk associated with the pledged asset. Haircuts may change as our repurchase agreementsfinancing arrangements mature or roll and are sensitive to governmental regulations. We have not experienced fluctuations in our haircuts that altered our business and financing strategiesInterest rates for the three and nine months ended September 30, 2017, but we continue to monitor the regulatory environment, which may influence the timing and amount of our repurchase agreement activity. We seek to obtain financing from several different counterparties in order to reduce our financing risk related to any single counterparty. We had outstanding debt with 28 and 23 counterparties at September 30, 2017 and December 31, 2016, respectively, on a GAAP basis.

Our repurchase agreementsarrangements are accounted for as financings and require the repurchase of the transferred securities or loans or repayment of the advance at the end of each agreement’s term, typically 30 to 90 days. If we maintain the beneficial interest in the specific assets pledged during the term of the borrowing, we receive the related principal and interest payments. If we do not maintain the beneficial interest in the specific assets pledged during the term of the borrowing, we will have the related principal and interest payments remitted to us by the lender. Interest rates on borrowings are fixeddetermined based on prevailing rates (typically a spread over a base rate) corresponding to the terms of the borrowings, and interest is paid on a monthly basis or, for shorter term arrangements, at the terminationend of the borrowing at which time we may enter intoterm. Repurchase agreements typically have a new borrowing arrangement at prevailing market ratesterm of up to one year for loans and a term of 30 to 90 days for securities. Repurchase agreements are generally mark-to-market with the same counterparty or repay that counterpartyrespect to margin calls and negotiaterecourse to us. We had outstanding financing arrangements with a different counterparty. In response to declines in fair valuesix counterparties as of pledged assets due to changes in market conditions or the publishing of monthly security paydown factors, lenders typically require us to post additional assets as collateral, pay down borrowings or establish cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, referred to as margin calls. As of September 30, 2017March 31, 2023 and December 31, 2016, we have met all margin call requirements.

For the year ended September 30, 2017, we noted changes in the spread of our2022.

Our financing arrangements particularly on the financing of our credit portfolio. Spreads on credit repos tightened as a result of increased availability of credit financing. In addition, as a result of the rotation from credit investments to Agency RMBS in our investment portfolio, the financing on our investment portfolio is more weighted on Agency RMBS, which carry cheaper financing than credit securities. As a result, despite an increase of 25bps in the federal-funds rate in March 2017 and again in June 2017, the cost of financing increased by only 8bps from 1.72% at December 31, 2016 to 1.80% at September 30, 2017.

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The following table presents the quarter-end balance, average quarterly balance and maximum balance at any month-end for the Company’s (i) repurchase agreements on its investment portfolio, U.S Treasury securities, and FHLBC Advances, (ii) unlinked repurchase agreements and (iii) repurchase agreements through affiliated entities, excluding any financing utilized in our investment in AG Arc, with a reconciliation of all quarterly figures to GAAP. Refer to the “Hedging Activities” section below for more information on repurchase agreements secured by U.S. Treasury securities.

Quarter Ended Quarter-End
Balance
  Average Quarterly
Balance
  Maximum Balance at
Any Month-End
 
September 30, 2017         
Non-GAAP Basis $2,703,068,550  $2,596,533,544  $2,746,150,804 
Less: Investments in Debt and Equity of Affiliates  8,516,726   8,697,487   8,868,455 
GAAP Basis $2,694,551,824  $2,587,836,057  $2,737,282,349 
June 30, 2017            
Non-GAAP Basis $2,265,226,741  $2,209,990,873  $2,339,132,696 
Less: Investments in Debt and Equity of Affiliates  8,484,353   8,805,678   9,115,429 
GAAP Basis $2,256,742,388  $2,201,185,195  $2,330,017,267 
March 31, 2017            
Non-GAAP Basis $1,887,766,585  $1,813,668,360  $1,887,766,585 
Less: Investments in Debt and Equity of Affiliates  8,424,063   8,787,942   9,172,241 
GAAP Basis $1,879,342,522  $1,804,880,418  $1,878,594,344 
December 31, 2016            
Non-GAAP Basis $1,910,508,715  $1,972,784,763  $2,009,130,688 
Less: Investments in Debt and Equity of Affiliates  9,998,909  $10,525,232   11,019,272 
GAAP Basis $1,900,509,806  $1,962,259,531  $1,998,111,416 
September 30, 2016            
Non-GAAP Basis $2,237,848,414  $2,242,396,467  $2,275,367,639 
Less: Investments in Debt and Equity of Affiliates  11,484,705  $12,147,413   12,842,577 
GAAP Basis $2,226,363,709  $2,230,249,054  $2,262,525,062 
June 30, 2016            
Non-GAAP Basis $2,263,590,848  $2,305,132,749  $2,368,334,965 
Less: Investments in Debt and Equity of Affiliates  13,594,846  $14,627,811   15,534,683 
GAAP Basis $2,249,996,002  $2,290,504,938  $2,352,800,282 
March 31, 2016            
Non-GAAP Basis $2,573,321,330  $2,559,321,654  $2,582,943,709 
Less: Investments in Debt and Equity of Affiliates  16,405,130  $17,168,967   17,982,309 
GAAP Basis $2,556,916,200  $2,542,152,687  $2,564,961,400 
December 31, 2015            
Non-GAAP Basis $2,450,495,579  $2,611,418,224  $2,737,440,514 
Less: Investments in Debt and Equity of Affiliates  18,638,119  $19,119,157   19,643,832 
GAAP Basis $2,431,857,460  $2,592,299,067  $2,717,796,682 
September 30, 2015            
Non-GAAP Basis $2,585,828,163  $2,509,992,155  $2,585,828,163 
Less: Investments in Debt and Equity of Affiliates  20,212,522  $20,566,999   20,876,667 
GAAP Basis $2,565,615,641  $2,489,425,156  $2,564,951,496 
June 30, 2015            
Non-GAAP Basis $2,534,309,367  $2,618,201,220  $2,689,179,519 
Less: Investments in Debt and Equity of Affiliates  21,091,153  $21,209,044   21,267,990 
GAAP Basis $2,513,218,214  $2,596,992,176  $2,667,911,529 
March 31, 2015            
Non-GAAP Basis $2,691,920,394  $2,713,017,544  $2,807,851,545 
Less: Investments in Debt and Equity of Affiliates  21,305,161  $21,305,161   21,305,161 
GAAP Basis $2,670,615,233  $2,691,712,383  $2,786,546,384 
December 31, 2014            
Non-GAAP Basis $2,779,624,982  $2,809,867,811  $2,838,591,258 
Less: Linked Transactions  113,363,873  $130,264,304   142,279,249 
Less: Investments in Debt and Equity of Affiliates  21,305,161  $18,880,600   21,305,161 
GAAP Basis $2,644,955,948  $2,660,722,907  $2,675,006,848 
September 30, 2014            
Non-GAAP Basis $2,871,453,629  $2,956,548,421  $3,102,782,512 
Less: Linked Transactions  131,106,935  $142,459,846   149,986,999 
GAAP Basis $2,740,346,694  $2,814,088,575  $2,952,795,513 

As noted, we finance the purchase of our investments with repurchase agreements. Our repurchase agreement balance can reasonably be expected to increase as the size of our portfolio increases through equity capital raises and as we increase our investment allocation to Agency RMBS and decrease as the size of our portfolio decreases through asset sales, principal paydowns, and as we increase our investment allocation to credit investments. Credit investments, due to their elevated risk profile, have lower allowable leverage ratios than Agency RMBS, which restricts our financing counterparties from providing as much repurchase agreement financing to us and lowers our total repurchase agreement balance.

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Master repurchase agreements on our investment portfolio

As of September 30, 2017 and December 31, 2016, we have entered into master repurchase agreements on our investment portfolio with 39 and 37 counterparties, respectively, under which we had outstanding debt with 28 and 23 counterparties, respectively, inclusive of repurchase agreements in affiliated entities. See Note 6 to the “Notes to Consolidated Financial Statements (unaudited)” for a description of our material master repurchase agreements.

Our MRAs generally include customary representations, warranties, and covenants, but may also contain more restrictive supplemental terms and conditions. Although specific to each MRA,financing arrangement, typical supplemental terms include requirements of minimum equity and liquidity, leverage ratios, and performance triggerstriggers. In addition, some of the financing arrangements contain cross default features, whereby default under an agreement with one lender simultaneously causes default under agreements with other lenders. To the extent that we fail to comply with the covenants contained in these financing arrangements or otheris otherwise found to be in default under the terms of such agreements, the counterparty has the right to accelerate amounts due under the associated agreement. As of March 31, 2023, we are in compliance with all of our financial ratios.

covenants.


We also use securitized debt to finance our loan portfolio. Securitized debt is generally non-mark-to-market with respect to margin calls and non-recourse to us.

52



Recourse and non-recourse financing

The followingbelow table presentsprovides detail on the reconciliation of certain financial information related to repurchase agreements secured by real estate securities to information on a GAAP basisbreakout between recourse and non-recourse financing as of September 30, 2017:

Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Days to Maturity
  Weighted Average
Haircut
 
Overnight  107,066,000   1.26%  2   3.0%
30 days or less  2,041,360,000   1.77%  12   9.6%
31-60 days  369,334,000   1.87%  43   10.3%
61-90 days  19,965,000   2.79%  76   26.2%
91-180 days  111,027,000   1.55%  107   10.0%
Greater than 180 days  15,935,164   3.06%  464   21.7%
Total: Non-GAAP Basis $2,664,687,164   1.77%  23   9.6%
                 
Investments in Debt and Equity of Affiliates $5,337,164   3.45%  503   29.8%
                 
Total: GAAP Basis $2,659,350,000   1.76%  22   9.6%

The following table presents the reconciliation of certain financial information related to repurchase agreements secured by real estate securities to information on a GAAP basis as of DecemberMarch 31, 2016:

Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Days to Maturity
  Weighted Average
Haircut
 
Overnight $70,899,000   0.66%  3   3.5%
30 days or less  961,185,000   1.79%  11   14.7%
31-60 days  465,776,000   1.23%  47   8.6%
61-90 days  129,119,000   1.69%  72   13.2%
91-180 days  16,897,000   2.81%  151   21.6%
Greater than 180 days  214,175,906   1.97%  293   5.2%
Total: Non-GAAP Basis $1,858,051,906   1.63%  57   11.6%
                 
Investments in Debt and Equity of Affiliates $4,882,802   3.51%  350   26.0%
                 
Total: GAAP Basis $1,853,169,104   1.63%  57   11.5%

The following table presents the reconciliation of certain financial information related to repurchase agreements secured by residential mortgage loans and real estate owned to information on a GAAP basis as of September 30, 2017:

Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Funding Cost
  Weighted Average
Days to Maturity
  Weighted Average
Haircut
 
Greater than 180 days: Non-GAAP Basis  16,585,386   3.72%  3.90%  545   34.2%
                     
Investments in Debt and Equity of Affiliates $3,179,562   3.61%  3.61%  694   30.0%
                     
Total: GAAP Basis $13,405,824   3.74%  3.97%  510   35.2%

59

The following table presents the reconciliation of certain financial information related to repurchase agreements secured by residential mortgage loans and real estate owned to information on a GAAP basis as of December 31, 2016:

Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Funding Cost
  Weighted Average
Days to Maturity
  Weighted Average
Haircut
 
Greater than 180 days: Non-GAAP Basis $30,660,809   3.31%  3.75%  407   29.8%
                     
Investments in Debt and Equity of Affiliates $5,116,107   3.51%  3.51%  350   27.6%
                     
Total: GAAP Basis $25,544,702   3.27%  3.79%  419   30.3%

The primary difference between the balance of our repurchase agreements at December 31, 2016 and September 30, 2017 is due to financing repaid in 2017 on certain sold residential mortgage loans.

The following table presents certain financial information related to repurchase agreements secured by commercial loans as of September 30, 2017:

Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Funding Cost
  Weighted
Average Days to
Maturity
  Weighted Average
Haircut
 
Greater than 180 days $21,796,000   3.39%  3.39%  639   33.5%

The following table presents certain financial information related to repurchase agreements secured by commercial loans as of December 31, 2016:

Repurchase Agreements Maturing Within: Balance  Weighted Average
Rate
  Weighted Average
Funding Cost
  Weighted
Average Days to
Maturity
  Weighted Average
Haircut
 
Greater than 180 days $21,796,000   2.91%  3.13%  990   33.5%

The following table presents a summary of certain financial information related to repurchase agreements secured by our Investment Portfolio as of September 30, 2017:

  Agency  Credit 
Repurchase Agreements Maturing Within: (1) Balance  Weighted Average
Rate
  Balance  Weighted Average
Rate
 
Overnight $107,066,000   1.26% $-   - 
30 days or less  1,315,563,000   1.33%  725,797,000   2.56%
31-60 days  230,096,000   1.35%  139,238,000   2.73%
61-90 days  -   -   19,965,000   2.79%
91-180 days  100,000,000   1.40%  11,027,000   2.96%
Greater than 180 days  -   -   54,316,550   3.45%
Total: Non-GAAP Basis $1,752,725,000   1.33% $950,343,550   2.65%
                 
Investments in Debt and Equity of Affiliates $-   -  $8,516,726   3.61%
                 
Total: GAAP Basis $1,752,725,000   1.33% $941,826,824   2.64%

(1)As of September 30, 2017, our weighted average days to maturity is 31 days and our weighted average original days to maturity is 119 days.

60

The following table presents a summary of certain financial information related to repurchase agreements secured by our Investment Portfolio as of December 31, 2016:

  Agency  Credit 
Repurchase Agreements Maturing Within: (1) Balance  Weighted Average
Rate
  Balance  Weighted Average
Rate
 
Overnight $70,899,000   0.66% $-   - 
30 days or less  300,041,000   0.95%  661,144,000   2.18%
31-60 days  368,362,000   0.94%  97,414,000   2.33%
61-90 days  67,739,000   0.94%  61,380,000   2.51%
91-180 days  -   -   16,897,000   2.81%
Greater than 180 days  100,000,000   1.40%  166,632,715   2.79%
Total: Non-GAAP Basis $907,041,000   0.97% $1,003,467,715   2.33%
                 
Investments in Debt and Equity of Affiliates $-   -   9,998,909   3.51%
                 
Total: GAAP Basis $907,041,000   0.97% $993,468,806   2.31%

(1)As of December 31, 2016, our weighted average days to maturity is 74 days and our weighted average original days to maturity is 155 days.

Other financing transactions

In 2014, we entered into a resecuritization transaction, pursuant to which we created a special purpose entity (“SPE”) to facilitate the transaction (the “Resecuritization”). We determined that the SPE was a variable interest entity (“VIE”) and that the VIE should be consolidated by us under ASC 810-10 and treated as a secured borrowing (the “Consolidated VIE”). As of September 30, 20172023 and December 31, 2016,2022 (in thousands).

March 31, 2023December 31, 2022
Recourse financing - Financing arrangements, including those in Investments in Debt and Equity of Affiliates$632,979 $625,593 
Non-recourse financing - Securitized debt, at fair value3,505,529 3,262,352 
Non-recourse financing - Financing arrangements included in Investments in Debt and Equity of Affiliates15,210 16,409 
Total Financing4,153,718 3,904,354 
Less:
Recourse financing - Financing arrangements included in Investments in Debt and Equity of Affiliates3,521 4,406 
Non-recourse financing - Financing arrangements included in Investments in Debt and Equity of Affiliates15,210 16,409 
Total Financing in Investments in Debt and Equity of Affiliates18,731 20,815 
Total Financing: GAAP Basis$4,134,987 $3,883,539 

Leverage

We use leverage to increase potential returns to our stockholders and to fund the principal balanceacquisition of our investment portfolio. Our financing strategy is designed to increase the consolidated tranche was $17.3 million and $21.6 million, respectively. Assize of September 30, 2017 and December 31, 2016,our investment portfolio by borrowing against the fair value of the consolidated tranche issued by the Consolidated VIE was $17.2 millionassets in our portfolio. When acquiring residential mortgage loans and $21.5 million, respectively,other assets, we finance our investments using repurchase agreements or similar financing arrangements, which is classifiedwe refer to collectively as an asset in the “Non-Agency” line item and"financing arrangements." Upon accumulating a targeted amount of residential mortgage loans, we finance these assets utilizing long-term, non-recourse, non-mark-to-market securitizations as a liability in the “Securitized debt, at fair value” line item on our consolidated balance sheets. The cost of financing on September 30, 2017 and December 31, 2016 on the consolidated tranche was 3.72% and 3.87%, respectively. See Note 2market conditions permit. Financing arrangements are generally recourse to the NotesCompany whereas securitized debt used to Consolidated Financial Statements (unaudited)finance our Residential Mortgage Loan VIEs is generally non-recourse to the Company. In addition to disclosing GAAP leverage, we also disclose Economic Leverage, which excludes non-recourse financing. Management believes that this non-GAAP measure, when considered with our GAAP financial statements, provides supplemental information useful for more detail.

In February 2016, we originatedinvestors to help evaluate our use of leverage and the related risk associated with our leverage profile. Our presentation of Economic Leverage may not be comparable to similarly-titled measures of other companies, who may use different calculations. This non-GAAP measure should not be considered a $12.0 million commercial loansubstitute for, or superior to, GAAP leverage calculated in accordance with GAAP. Our GAAP financial results and at closing, transferred a 15.0% or $1.8 million participation interest in the loan (the “Participation Interest”) to an unaffiliated third party. The Participation Interest bears interest at a rate of LIBOR+ 10.00% with a LIBOR floor of 0.25%. We determined that the Participation Interestreconciliations from these results should be consolidated under ASC 860 due to the fact that the sale of the Participation Interest did not meet the sales criteria established under ASC 860. The commercial loan was paid off in full in February 2017. The principal and interest due on the Participation Interest was paid from these proceeds.

Leverage

carefully evaluated.


We define non-GAAP “at-risk”GAAP leverage as the sum of: (i)of (1) GAAP Securitized debt, at fair value, (2) our GAAP repurchase agreements, (ii) repurchase agreements held through affiliated entities but exclusiveFinancing arrangements, net of any restricted cash posted on such financing utilized through AG Arc (iii)arrangements, and (3) the amount payable on purchases that have not yet settled less the financing remaining on sales that have not yet settled, (iv)settled. We define Economic Leverage, a non-GAAP metric, as the consolidated tranche issued bysum of: (i) our GAAP leverage, exclusive of any fully non-recourse financing arrangements, (ii) financing arrangements held through affiliated entities, net of any restricted cash posted on such financing arrangements, exclusive of any financing utilized through AG Arc, any adjustment related to unsettled trades as described in (2) in the Consolidated VIE, (v) the Participation Interestprevious sentence, and (vi)any non-recourse financing arrangements and (iii) our net TBA position (at cost). Our calculations of each type of leverage exclude repurchase agreements and net receivables/payables on unsettled trades pertaining to U.S. Treasury securities due to the highly liquid and temporary nature of these investments. , if any.

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The calculations in the tables below divide ourGAAP leverage calculationsand Economic Leverage by our GAAP stockholders’ equity to derive our leverage ratios. The following tables present a reconciliation of our non-GAAP “at-risk” leverageEconomic Leverage ratio back to GAAP.

     Stockholders’    
September 30, 2017 Leverage  Equity  Leverage Ratio 
GAAP Leverage $2,807,088,863  $706,625,881   4.0x
Repurchase agreements through affiliated entities  8,516,726         
Net TBA receivable/(payable) adjustment  121,583,160         
Non-GAAP “At Risk” Leverage $2,937,188,749  $706,625,881   4.2x

     Stockholders’    
December 31, 2016 Leverage  Equity  Leverage Ratio 
GAAP Leverage $1,921,225,560  $655,876,390   2.9x
Repurchase agreements through affiliated entities  9,861,515         
Net TBA receivable/(payable) adjustment  (22,916,016)        
Non-GAAP “At Risk” Leverage $1,908,171,059  $655,876,390   2.9x

61
GAAP Leverage ($ in thousands).


March 31, 2023LeverageStockholders’ EquityLeverage Ratio
GAAP Securitized debt, at fair value$3,505,529 
GAAP Financing arrangements629,458 
Restricted cash posted on Financing arrangements(1,081)
GAAP Leverage$4,133,906 $461,913 8.9x
Financing arrangements through affiliated entities18,731 
Non-recourse financing arrangements (1)(3,520,739)
Net TBA (receivable)/payable adjustment244 
Economic Leverage$632,142 $461,913 1.4x
(1) Non-recourse financing arrangements include securitized debt and other non-recourse financing held within MATT.
December 31, 2022LeverageStockholders’ EquityLeverage Ratio
GAAP Securitized debt, at fair value$3,262,352 
GAAP Financing arrangements621,187 
Restricted cash posted on Financing arrangements(3,357)
GAAP Leverage$3,880,182 $462,800 8.4x
Financing arrangements through affiliated entities20,790 
Non-recourse financing arrangements (1)(3,278,761)
Net TBA receivable/(payable) adjustment(39,206)
Economic Leverage$583,005 $462,800 1.3x
(1) Non-recourse financing arrangements include securitized debt and other non-recourse financing held within MATT.

Hedging activities

Subject to maintaining our qualification as a REIT and our Investment Company Act exemption, to the extent leverage is deployed, we may utilize hedgingderivative instruments including interest rate swaps, Futures, and other financial instruments such as short positions in U.S. Treasury securities, in an effort to hedge the interest rate risk associated with the financing of our portfolio. Specifically, we may seek to hedge our exposure to potential interest rate mismatches between the interest we earn on our investments and our borrowing costs caused by fluctuations in short-term interest rates. We may utilize interest rate swaps, swaption agreements, and other financial instruments such as short positions in to-be-announced securities. In utilizing leverage and interest rate hedges,derivatives, our objectives are to improve risk-adjusted returns and, where possible, to lock in, on a long-term basis, a spread between the yield on our assets and the costs of our financing and hedging.

We utilize multiple Derivatives have not been designated as hedging instruments as a means to mitigate the interest rate risk of our investment portfolio. As of September 30, 2017 we had entered into $1.9 billion notional amount of interest rate swaps, $150.0 million notional amount of short positions in Eurodollar futures and $25.0 million notional amount of short positions in U.S. Treasury futures. As of December 31, 2016, we had entered into $644.0 million notional amount of interest rate swaps, $24.0 million notional amount of short positions in U.S. Treasury securities and $141.5 million notional amount of short positions in U.S. Treasury Futures.

We exchange cash “variation margin” with the counterparties to our derivative instruments at least on a daily basis based upon daily changes in fair value as measured by the Chicago Mercantile Exchange (“CME”), the central clearinghouse through which those derivatives are cleared. In addition, the CME requires market participants to deposit and maintain an “initial margin” amount which is determined by the CME and is generally intended to be set at a level sufficient to protect the CME from the maximum estimated single-day price movement in that market participant’s contracts. 

Receivables recognized for the right to reclaim cash initial margin posted in respect of derivative instruments are includedGAAP. See Note 7 in the “Restricted cash” line item in the consolidated balance sheets. Prior"Notes to the first quarter of 2017, the daily exchange of variation margin associated with centrally cleared derivative instruments was considered a pledge of collateral. For these prior periods, receivables recognizedConsolidated Financial Statements (unaudited)" for the right to reclaim cash variation margin posted in respect of derivative instruments are included in the “Restricted cash” line item in the consolidated balance sheets. We elected to offset any payables recognized for the obligation to return cash variation margin received from a derivative instrument counterparty against receivables recognized for the right to reclaim cash initial margin posted by us to that same counterparty.

Beginning in the first quarter of 2017, as a result of a CME amendment to their rule book which governs their central clearing activities, the daily exchange of variation margin associated with a centrally cleared derivative instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, beginning in 2017, we account for the daily receipt or payment of variation margin associated with our centrally cleared derivative instruments as a direct reduction to the carrying value of the derivative asset or liability, respectively. Beginning in 2017, the carrying amount of centrally cleared derivative instruments reflected in our consolidated balance sheets approximates the unsettled fair value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments represents the change in fair value that occurred on the last day of the reporting period. Non-exchange traded derivatives were not affected by these legal interpretations and continue to be reported at fair value including accrued interest.

The following table presents the fair value of our derivative and other instruments and their balance sheet location at September 30, 2017 and December 31, 2016.

Derivatives and Other Instruments GAAP
Designation
 Balance Sheet Location September 30, 2017  December 31, 2016 
Interest rate swaps Non-Hedge Derivative liabilities, at fair value $(587,383) $(1,847,219)
Interest rate swaps Non-Hedge Derivative assets, at fair value  815,622   3,703,366 
Short positions on Eurodollar Futures Non-Hedge Derivative assets, at fair value  75,000     
Short positions on U.S. Treasury Futures Non-Hedge Derivative liabilities, at fair value  -   (636,211)
Short positions on U.S. Treasury Futures Non-Hedge Derivative assets, at fair value  19,531   - 
Short positions on U.S. Treasuries Non-Hedge Obligation to return securities borrowed under reverse repurchase agreements, at fair value (1)  -   (22,365,000)

(1) The Company’s obligation to return securities borrowed under reverse repurchase agreements as of December 31, 2016 relates to securities borrowed to cover short sales of U.S. Treasury securities. The change in fair value of the borrowed securities is recorded in the “Unrealized gain/(loss) on derivatives and other instruments, net” line item in the Company’s consolidated statement of operations.

The following table summarizes the notional amount of certain of our non-hedge derivatives and other instruments:

Non-hedge derivatives and other instruments held long/(short): September 30, 2017  December 31, 2016 
Notional amount of Pay Fix/Receive Float Interest Rate Swap Agreements $1,862,000,000  $644,000,000 
Notional amount of short positions on Eurodollar Futures (1)  (150,000,000)  - 
Notional amount of short positions on U.S. Treasury Futures (2)  (25,000,000)  (141,500,000)
Notional amount of short positions on U.S. Treasuries    -   (24,000,000)

(1) Each Eurodollar Future contract embodies $1.0 million of notional value.

(2) Each U.S. Treasury Future contract embodies $100,000 of notional value.

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more information.

The following table summarizes gains/(losses) related to derivatives and other instruments:

    Three Months Ended  Three Months Ended  Nine Months Ended  Nine Months Ended 
Non-hedge derivatives and other instruments gain/(loss): Statement of Operations Location September 30, 2017  September 30, 2016  September 30, 2017  September 30, 2016 
Interest rate swaps, at fair value Unrealized gain/(loss) on derivative and other instruments, net $2,954,860  $9,700,438  $6,213,709  $(9,816,031)
Interest rate swaps, at fair value Net realized gain/(loss)  (1,813,293)  (5,205,405)  (9,896,031)  (10,938,839)
Long positions on Eurodollar Futures Unrealized gain/(loss) on derivative and other instruments, net  -   2,997   -   2,997 
Short positions on Eurodollar Futures Unrealized gain/(loss) on derivative and other instruments, net  74,624   146,044   74,624   (4,503)
Short positions on Eurodollar Futures Net realized gain/(loss)  323,059   242,006   323,059   242,006 
Long positions on U.S. Treasury Futures Unrealized gain/(loss) on derivative and other instruments, net  -   126,468   -   106,094 
Long positions on U.S. Treasury Futures Net realized gain/(loss)  -   (351,329)  -   (224,410)
Short positions on U.S. Treasury Futures Unrealized gain/(loss) on derivative and other instruments, net  (721,752)  (21,123)  658,059   - 
Short positions on U.S. Treasury Futures Net realized gain/(loss)  (223,953)  292,930   (4,054,532)  307,986 
Long positions on U.S. Treasuries Unrealized gain/(loss) on derivative and other instruments, net  -   (3,081,289)  -   4,498,750 
Long positions on U.S. Treasuries Net realized gain/(loss)  -   1,412,695   -   1,836,523 
Short positions on U.S. Treasuries Unrealized gain/(loss) on derivative and other instruments, net  -   415,782   (1,724,922)  215,391 
Short positions on U.S. Treasuries Net realized gain  -   -   1,730,547   - 
                   

The following table summarizes the weighted average life related to derivatives and other instruments:

Weighted Average Life (Years) on non-hedge derivatives and other instruments September 30, 2017  December 31, 2016 
Interest rate swaps  4.51   5.01 
Short positions on Eurodollar Futures  0.28   - 
Short positions on U.S. Treasury Futures  10.03   9.19 
Short positions on U.S. Treasuries  -   9.38 

Interest rate swaps

To help mitigate exposure to increases in short-term interest rates, we use currently-paying and may use forward-starting, one- or three-month LIBOR-indexed, pay-fixed, receive-variable, interest rate swap agreements. This arrangement helps hedge our exposure to higher short-term interest rates because the variable-rate payments received on the swap agreements help to offset additional interest accruing on the related borrowings due to the higher interest rate, leaving the fixed-rate payments to be paid on the swap agreements as our effective borrowing rate, subject to certain adjustments including changes in spreads between variable rates on the swap agreements and actual borrowing rates.

As of September 30, 2017, our interest rate swap positions consisted of pay-fixed interest rate swaps. The following table presents information about the Company’s interest rate swaps as of September 30, 2017:

Maturity Notional Amount  Weighted Average
Pay-Fixed Rate
  Weighted Average
Receive-Variable Rate
  Weighted Average
Years to Maturity
 
2017 $36,000,000   0.88%  1.31%  0.09 
2019  170,000,000   1.36%  1.31%  2.13 
2020  620,000,000   1.64%  1.31%  2.63 
2022  606,000,000   1.87%  1.32%  4.78 
2024  205,000,000   2.03%  1.31%  6.71 
2026  75,000,000   2.12%  1.31%  9.14 
2027  150,000,000   2.26%  1.32%  9.63 
Total/Wtd Avg $1,862,000,000   1.79%  1.32%  4.51 

As of December 31, 2016, our interest rate swap positions consisted of pay-fixed interest rate swaps. The following table presents information about the Company’s interest rate swaps as of December 31, 2016: 

Maturity Notional Amount  Weighted Average
Pay-Fixed Rate
  Weighted Average
Receive-Variable Rate
  Weighted Average
Years to Maturity
 
2017 $36,000,000   0.88%  0.89%  0.84 
2019  170,000,000   1.36%  0.91%  2.88 
2020  115,000,000   1.59%  0.90%  3.20 
2021  60,000,000   1.86%  0.96%  4.94 
2022  53,000,000   1.69%  0.94%  5.69 
2023  85,000,000   2.30%  0.94%  6.43 
2025  30,000,000   2.48%  0.94%  8.43 
2026  95,000,000   2.17%  0.92%  9.90 
Total/Wtd Avg $644,000,000   1.74%  0.92%  5.01 

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Dividends

Dividends

We intend to continue to make regular quarterly distributions to holders of our common stock if and to the extent authorized by our board of directors.

Federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT ordinary taxable income, without regard to the deduction for dividends paid and excluding net capital gains and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our repurchase agreementsfinancing arrangements and other debt payable. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make required cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. In addition, prior to the time we have fully deployed the net proceeds of our follow-on offerings to acquire assets in our target asset classes we may fund our quarterly distributions out of such net proceeds.

As mentioneddescribed above, our distribution requirements are based on taxable income rather than GAAP net income. The primary differencesDifferences between taxable income and GAAP net income include (i) unrealized gains and losses associated with investment and derivative portfolios which are marked-to-market in current income for GAAP purposes, but excluded from taxable income until realized or settled, (ii) temporary differences related to amortization of premiums and discounts paid on investments, (iii) the timing and amount of deductions related to stock-based compensation, (iv) temporary differences related to the recognition of realized gains and losses on sold investments and certain terminated derivatives, (v) taxes, (vi) methods of depreciation and (v) taxes.(vii) differences between GAAP income or losses in our TRSs’ and taxable income resulting from dividend distributions to the
54



REIT from our TRSs'. Undistributed taxable income is based on current estimates and is not finalized until we file our annual tax return for that tax year, typically in SeptemberOctober of the following year. As of September 30, 2017 the Company had estimatedWe did not have any undistributed taxable income as of approximately $1.59 per share.

March 31, 2023.


The following table details our common stock dividends declared during the nine monththree months ended September 30, 2017March 31, 2023 and September 30, 2016:

2017        
Declaration Date  Record Date Payment Date Dividend Per Share 
 3/10/2017  3/21/2017 4/28/2017 $0.475 
 6/8/2017  6/19/2017 7/31/2017  0.475 
 9/11/2017  9/29/2017 10/31/2017  0.575*

*The combined dividend of $0.575 includes a dividend of $0.475 per common share and a special cash dividend of $0.10 per common share.

2016        
Declaration Date  Record Date Payment Date Dividend Per Share 
 3/10/2016  3/21/2016 4/29/2016 $0.475 
 6/9/2016  6/20/2016 7/29/2016  0.475 
 9/12/2016  9/23/2016 10/31/2016  0.475 

2022.

Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Declaration DateRecord DatePayment DateCash Dividend Per ShareDeclaration DateRecord DatePayment DateCash Dividend Per Share
3/15/20233/31/20234/28/2023$0.18 3/18/20223/31/20224/29/2022$0.21 
The following tables detail the dividends declared and paid on our preferred stock dividends8.25% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"), 8.00% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock"), and 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") (collectively, "preferred stock") during the ninethree months ended September 30, 2017March 31, 2023 and September 30, 2016:

2017         
Dividend Declaration Date Record Date Payment Date Dividend Per Share 
8.25% Series A 2/16/2017 2/28/2017 3/17/2017 $0.51563 
8.25% Series A 5/15/2017 5/31/20176/19/2017  0.51563 
8.25% Series A 8/16/2017 8/31/2017 9/18/2017  0.51563 

Dividend Declaration Date Record Date Payment Date Dividend Per Share 
8.00% Series B 2/16/2017 2/28/2017 3/17/2017 $0.50 
8.00% Series B 5/15/2017 5/31/2017 6/19/2017  0.50 
8.00% Series B 8/16/2017 8/31/2017 9/18/2017  0.50 

2016         
Dividend Declaration Date Record Date Payment Date Dividend Per Share 
8.25% Series A 2/12/2016 2/29/2016 3/17/2016 $0.51563 
8.25% Series A 5/13/2016 5/31/2016 6/17/2016  0.51563 
8.25% Series A 8/15/2016 8/31/2016 9/19/2016  0.51563 

Dividend Declaration Date Record Date Payment Date Dividend Per Share 
8.00% Series B 2/12/2016 2/29/2016 3/17/2016 $0.50 
8.00% Series B 5/13/2016 5/31/2016 6/17/2016  0.50 
8.00% Series B 8/15/2016 8/31/2016 9/19/2016  0.50 

2022.


2023  Cash Dividend Per Share
Declaration DateRecord DatePayment Date8.25% Series A8.00% Series B8.000% Series C
2/16/20232/28/20233/17/2023$0.51563 $0.50 $0.50 
2022  Cash Dividend Per Share
Declaration DateRecord DatePayment Date8.25% Series A8.00% Series B8.000% Series C
2/18/20222/28/20223/17/2022$0.51563 $0.50 $0.50 

Liquidity and capital resources

Our liquidity determines our ability to meet our cash obligations, including commitments to make distributions to our stockholders, paypayment of our expenses, financefinancing our investments and satisfysatisfying other general business needs.

Our principal sources of cash as of September 30, 2017 consistedconsist of borrowings under repurchase agreements, payments offinancing arrangements, principal and interest payments we receive on our Agency RMBS and creditinvestment portfolio, cash generated from our operating results, and proceeds from capital market transactions. We typically use cash to repay principal and interest on our repurchase agreements,financing arrangements, to purchase loans, real estate securities, loans and other real estate related assets, to make dividend payments on our capital stock, to repurchase our capital stock, and to fund our operations. At September 30, 2017, we had $166.3 million available to support ourWe may also generate liquidity needs, comprised of $61.7 million ofwhen restricted cash $82.5 million of Agency RMBS, and $22.1 million of Agency Interest-Only securities that have not beenwas pledged as collateral under anyfor clearing and executing trades, derivatives, and financing arrangements becomes unrestricted when the related collateral requirements are exceeded or at the maturity of ourthe derivative or financing agreements.arrangement. Refer to "—Margin requirements" below discussing instances where we may use liquidity to meet margin requirements. At March 31, 2023, we had $87.9 million of liquidity, all of which was cash and cash equivalents. Refer to the “Contractual obligations”"Contractual obligations" section of this Item 2 for additional obligations that could impact our liquidity.

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Leverage

The amount of leverage we may deploy for particular assets depends upon our Manager’s assessment of the credit and other risks of those assets, and also depends on any limitations placed upon us through covenants contained in our master repurchase agreements. We generate income principally from the yields earned on our investments and, to the extent that leverage is deployed, on the difference between the yields earned on our investments and our cost of borrowing and the cost of any hedging activities. Subject to maintaining both our qualification as a REIT for U.S. federal income tax purposes and our Investment Company Act exemption, to the extent leverage is deployed, we may use a number of sources to finance our investments.

As of September 30, 2017, we had MRAs with 39 counterparties, allowing us to utilize leverage in our operations. As of September 30, 2017, we had debt outstanding of $2.7 billion from 28 counterparties, inclusive of repurchase agreements through affiliated entities. The borrowings under repurchase agreements have maturities between October 2, 2017 and September 5, 2019. These agreements generally include customary representations, warranties, and covenants, but may also contain more restrictive supplemental terms and conditions. Although specific to each lending agreement, typical supplemental terms include requirements of minimum equity, leverage ratios, performance triggers or other financial ratios. If we fail to meet or satisfy any covenants, supplemental terms or representations and warranties, we would be in default under these agreements and our lenders could elect to declare all amounts outstanding under the agreements to be immediately due and payable, enforce their respective interests against collateral pledged under such agreements and restrict our ability to make additional borrowings. Certain financing agreements may contain cross-default provisions, so that if a default occurs under any one agreement, the lenders under our other agreements could also declare a default.

Under our repurchase agreements, we may be required to pledge additional assets to our lenders in the event the estimated fair value of the existing pledged collateral under such agreements declines and such lenders demand additional collateral, which may take the form of additional securities or cash. Certain securities that are pledged as collateral under our repurchase agreements are in unrealized loss positions.

The following table presents contractual maturity information for our repurchase agreements at September 30, 2017 and December 31, 2016:

  September 30, 2017  December 31, 2016 
Overnight $107,066,000  $70,899,000 
30 days or less  2,041,360,000   961,185,000 
31-60 days  369,334,000   465,776,000 
61-90 days  19,965,000   129,119,000 
91-180 days  111,027,000   16,897,000 
Greater than 180 days  54,316,550   266,632,715 
Total: Non-GAAP Basis $2,703,068,550  $1,910,508,715 
         
Less: Investments in Debt and Equity of Affiliates $8,516,726  $9,998,909 
         
Total: GAAP Basis $2,694,551,824  $1,900,509,806 

As described above in the “Financing activities” section of this Item 2, we entered into the Resecuritization in 2014 that resulted in the consolidation of the VIE created with the SPE. We recorded the proceeds from the issuance of the secured financing in the “Cash Flows from Financing Activities” section of the consolidated statement of cash flows. See Note 3 to the Notes to Consolidated Financial Statements (unaudited) for more detail.

As described above in the “Financing activities” section of this Item 2, we originated a $12.0 million commercial loan and transferred the Participation Interest to an unaffiliated third party. We recorded proceeds from the transfer in the “Cash Flows from Financing Activities” section of the consolidated statement of cash flows. The commercial loan was paid off in full in February 2017. The principal and interest due on the loan participation was paid from these proceeds.

The following table presents information at September 30, 2017 with respect to each counterparty that provides us with financing for which we had greater than 5% of our stockholders’ equity at risk.

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Counterparty Stockholders’ Equity
at Risk
  Weighted Average
Maturity (days)
  Percentage of
Stockholders’ Equity
 
RBC (Barbados) Trading Bank Corporation $40,066,058   22   6%
Barclays Capital Inc  37,669,214   11   5%

The following table presents information at December 31, 2016 with respect to each counterparty that provides us with financing for which we had greater than 5% of our stockholders’ equity at risk.

Counterparty Stockholders’ Equity
at Risk
  Weighted Average
Maturity (days)
  Percentage of
Stockholders’ Equity
 
Wells Fargo Bank, N.A. $50,917,158   357   8%
JP Morgan Securities, LLC  34,885,263   160   5%

Margin requirements

The fair value of our loans and real estate securities and loans fluctuate according to market conditions. When the fair value of the assets pledged as collateral to secure a repurchase agreementfinancing arrangement decreases to the point where the difference between the collateral fair value and the repurchase agreementfinancing arrangement amount is less than the haircut, our lenders may issue a “margin"margin call," which requires us to post additional collateral to the lender in the form of additional assets or cash. Under our repurchase facilities, our lenders have full discretion to determine the fair value of the securities we pledge to them. Our lenders typically value assets based on recent tradestransactions in the market. Lenders also issue margin calls as the published current principal balance factors change on the pool of mortgages underlying the securities pledged as collateral when scheduled and unscheduled paydowns are announced monthly. We experience margin calls in the ordinary course of our business. In seeking to effectively manage effectively the margin requirements established by our lenders, we maintain a position of cash and, when owned, unpledged Agency RMBS. We refer to this position as our “liquidity.”"liquidity." The level of liquidity we have available to meet margin calls is directly affected by our leverage levels, our haircuts and the price changes on our securities. Ifassets. Typically, if interest rates increase or if credit spreads widen, then the prices of our collateral (and our unpledged assets that constitute our liquidity) will decline, we will experience margin calls, and we will need to use our liquidity to meet the margin calls. There can be no assurance that we will maintain sufficient levels of liquidity to meet any margin calls. If our haircuts increase, our liquidity will proportionately decrease. In addition, if
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we increase our borrowings, our liquidity will decrease by the amount of additional haircut on the increased level of indebtedness. We intend to maintain a level of liquidity in relation to our assets that enables us to meet reasonably anticipated margin calls but that also allows us to be substantially invested in securities.the residential mortgage market. We may misjudge the appropriate amount of our liquidity by maintaining excessive liquidity, which would lower our investment returns, or by maintaining insufficient liquidity, which wouldmay force us to liquidate assets into potentially unfavorable market conditions and harm our results of operations and financial condition. Further, an unexpected rise in interest rates and a corresponding fall in the fair value of our securities may also force us to liquidate assets under difficult market conditions, thereby harming our results of operations and financial condition, in an effort to maintain sufficient liquidity to meet increased margin calls.


Similar to the margin calls that we receive on our borrowing agreements, we may also receive margin calls on our derivative instruments when their fair values decline.value declines. This typically occurs when prevailing market rates change adversely, with the severity of the change also dependent on the terms of the derivatives involved. We may also receive margin calls on our derivatives based on the implied volatility of interest rates. Our posting of collateral with our counterparties can be done in cash or securities,assets, and is generally bilateral, which means that if the fair value of our interest rate hedges increases, our counterparty will be required to post collateral with us.

Refer to the "Liquidity risk – derivatives" section of Item 3 below for a further discussion on margin.


Cash flows

The below details changes to our cash, cash equivalents, and restricted cash for the three months ended March 31, 2023 and 2022 ($ in thousands).
Three Months Ended
March 31, 2023March 31, 2022Change
Cash and cash equivalents and restricted cash, Beginning of Period$98,803 $100,229 $(1,426)
Net cash provided by (used in) operating activities (1)6,529 4,528 2,001 
Net cash provided by (used in) investing activities (2)(157,222)(624,197)466,975 
Net cash provided by (used in) financing activities (3)154,312 615,611 (461,299)
Net change in cash and cash equivalents and restricted cash3,619 (4,058)7,677 
Cash and cash equivalents and restricted cash, End of Period$102,422 $96,171 $6,251 
(1)Cash provided by operating activities is primarily attributable to net interest income less operating expenses for the three months ended March 31, 2023.
(2)Cash used in investing activities for the three months ended March 31, 2023 was primarily attributable to purchases of investments and the settlement of derivatives, offset by sales of investments and principal repayments on investments.
(3)Cash provided by financing activities for the three months ended March 31, 2023 was primarily attributable to the issuance of securitized debt and net borrowings under financing arrangements, offset by principal repayments on securitized debt, dividend payments, and common share repurchases.

Stock repurchase programs

On November 3, 2015, our Board of Directors authorized a stock repurchase program (the "2015 Repurchase Program") to repurchase up to $25.0 million of our outstanding common stock. As of June 30, 2022, the $25.0 million maximum repurchase amount authorized under the 2015 Repurchase Program was fully utilized.

On August 3, 2022, our Board of Directors authorized the 2022 Repurchase Program to repurchase up to $15.0 million of our outstanding common stock on substantially the same terms as the 2015 Repurchase Program. The 2022 Repurchase Program does not have an expiration date and permits us to repurchase our shares through various methods, including open market repurchases, privately negotiated block transactions and Rule 10b5-1 plans. We may repurchase shares of our common stock from time to time in compliance with SEC regulations and other legal requirements. The extent to which we repurchase our shares, and the timing, manner, price, and amount of any such repurchases, will depend upon a variety of factors including market conditions and other corporate considerations as determined by management, as well as the limits of the 2022 Repurchase Program and our liquidity and business strategy. The 2022 Repurchase Program does not obligate us to acquire any particular amount of shares and may be modified or discontinued at any time. As of the date of this filing, approximately $1.7 million of common stock remained authorized for future share repurchases under the 2022 Repurchase Program. See Note 11
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and 13 in the "Notes to Consolidated Financial Statements (unaudited)" for additional details on the shares repurchased under the 2022 Repurchase Program during the three months ended March 31, 2023 and subsequent to quarter end.

On May 4, 2023, our Board of Directors authorized the 2023 Repurchase Program to repurchase up to $15 million of our outstanding common stock on substantially the same terms as the 2022 Repurchase Program. As of the date of this filing, the full $15 million authorized amount remains available for repurchase under the 2023 Repurchase Program. This authorization is in addition to the amount remaining under the 2022 Repurchase Program.

On February 22, 2021, our Board of Directors authorized a stock repurchase program (the "Preferred Repurchase Program") pursuant to which our Board of Directors granted a repurchase authorization to acquire shares of our Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock having an aggregate value of up to $20.0 million. No share repurchases under the Preferred Repurchase Program have been made since its authorization.

Shares of stock repurchased by us under any repurchase program, if any, will be cancelled and, until reissued by us, will be deemed to be authorized but unissued shares of its stock as required by Maryland law. The cost of the acquisition by us of shares of our own stock in excess of the aggregate par value of the shares first reduces additional paid-in capital, to the extent available, with any residual cost applied against retained earnings.

Equity distribution agreement

agreements

On May 5, 2017, we entered into an equity distribution agreement with each of Credit Suisse Securities (USA) LLC and JMP Securities LLC (collectively, the “Sales Agents”"Sales Agents"), which we refer to as the “Equity"Equity Distribution Agreements”,Agreements," pursuant to which we may sell up to $100.0 million aggregate offering price of shares of our common stock from time to time through the Sales Agents, as defined in Rule 415 under the Securities Act of 1933. AsFor the three months ended March 31, 2023 and 2022, we did not issue any shares of September 30, 2017,common stock under the Equity Distribution Agreements. Since inception of the program, we have sold 460,932issued approximately 2.2 million shares of common stock under the Equity Distribution Agreements for netgross proceeds of approximately $8.7$48.3 million.

Real estate securities

Real estate securities in any remaining unrealized loss position as of the balance sheet date are not considered other than temporarily impaired as we have the ability and intent to hold the securities to maturity or for a period of time sufficient for a forecasted market price recovery up to or above the cost of the investment and we are not required to sell the security for regulatory or other reasons.


Forward-looking statements regarding liquidity

Based upon our current portfolio, leverage and available borrowing arrangements, we believe that the net proceeds of our common equity offerings, preferred equity offerings, and private placements, combined with cash flow from operationsoperating activities, financing activities, and our available borrowing capacity will be sufficient to enable us to meet our anticipated liquidity requirements, including funding our investment activities, paying fees under our management agreement, funding our distributions to stockholders and paying general corporate expenses.

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Contractual obligations

Management agreement

On June 29, 2011, we entered into an

The management agreement, with ouras amended, provides for payment to the Manager pursuant to which our Manager is entitled to receiveof a management fee, an incentive fee, and the reimbursementreimbursements of certain expenses. expenses incurred by the Manager or its affiliates on behalf of us.

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Management fee

The management fee is calculated and payable quarterly in arrears in an amount equal to 1.50% of our Stockholders’ Equity, per annum.

For purposes of calculating the management fee, “Stockholders’ Equity”"Stockholders’ Equity" means the sum of the net proceeds from any issuances of equity securities (including preferred securities) since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance, and excluding any future equity issuance to the Manager), plus our retained earnings at the end of such quarter (without taking into account any non-cash equity compensation expense or other non-cash items described below incurred in current or prior periods), less any amount that we pay for repurchases of our common stock, excluding any unrealized gains, losses or other non-cash items that have impacted stockholders’ equity as reported in our financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and excluding one-time events pursuant to changes in GAAP, and certain other non-cash charges after discussions between the Manager and our independent directors and after approval by a majority of our independent directors. Stockholders’ Equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on our financial statements. ForThe below table details the management fees incurred during the three and nine months ended September 30, 2017,March 31, 2023 and 2022 (in thousands).


Three Months Ended
Consolidated statements of operations line item:March 31, 2023March 31, 2022
Management fee to affiliate$2,075 $1,962 

As of March 31, 2023 and December 31, 2022, we incurredhave recorded management fees payable of approximately $2.5$2.1 million and $7.4$2.1 million, respectively. ForThe management fee payable is included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.
Incentive fee

In connection with our common stock offering in November 2021, including the Manager's purchase of 700,000 shares in the offering, on November 22, 2021, we and the Manager executed an amendment (the "Third Amendment") to the management agreement, pursuant to which we will pay the Manager an annual incentive fee in addition to the base management fee. Pursuant to the Third Amendment, the Manager waived the annual incentive fee with respect to the fiscal years ending December 31, 2021 and December 31, 2022, and the annual incentive fee will first be payable with respect to the fiscal year ending December 31, 2023. During the three and nine months ended September 30, 2016,March 31, 2023, we incurred management feesdid not incur any incentive fee expense.

The annual incentive fee with respect to each applicable fiscal year will be equal to 15% of approximately $2.4the amount by which our cumulative adjusted net income from the date of the Third Amendment exceeds the cumulative hurdle amount, which represents an 8% return (cumulative, but not compounding) on an equity hurdle base consisting of the sum of (i) $341.5 million and $7.3 million, respectively.

(ii) the gross proceeds of any subsequent public or private common stock offerings by us. The annual incentive fee will be payable in cash, or, at the option of our Board of Directors, shares of our common stock or a combination of cash and shares.


Expense Reimbursement

Our Manager uses the proceeds from its management fee in part to pay compensation to its officers and personnel, who, notwithstanding that certain of them also are our officers, receive no compensation directly from us. We are required to reimburse our Manager or its affiliates for operating expenses which are incurred by our Manager or its affiliates on our behalf, including certain salary expenses and other expenses relating to legal, accounting, due diligence and other services. Our reimbursement obligation is not subject to any dollar limitation; however, the reimbursement isreimbursements are subject to an annual budget process which combines guidelines from the Management Agreement with oversight by our boardBoard of directors. OfDirectors and discussions with our Manager.

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The below table details the $2.6 million and $8.2 million of Other operating expenses forexpense reimbursement incurred during the three and nine months ended September 30, 2017, respectively,March 31, 2023 and 2022 (in thousands).
Three Months Ended
Consolidated statements of operations line item:March 31, 2023March 31, 2022
Non-investment related expenses$1,400 $1,405 
Investment related expenses102 135 
Transaction related expenses63971
Expense reimbursements to Manager or its affiliates$1,565 $2,511 

As of March 31, 2023 and December 31, 2022, we have accruedrecorded a reimbursement payable to our Manager or its affiliates of $1.4 million and $4.8$1.3 million, respectively representing aThe reimbursement of expenses. Of the $2.9 million and $8.6 million of Other operating expenses for the three and nine months ended September 30, 2016, respectively, we have accrued $1.8 million and $5.3 million, respectively, representing a reimbursement of expenses.

Share-based compensation

Pursuantpayable to the Manager or its affiliates is included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.


Share-based compensation

The AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan, andwhich became effective on April 15, 2020 following the Equity Incentive Plan, we can award up to 277,500approval of our stockholders at our 2020 annual meeting of stockholders, provides for a maximum of 666,666 shares of common stock that may be issued under the plan. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during any fiscal year, shall not exceed $300,000 in total value (calculating the formvalue of restricted stock, stock options, restricted stock units or other types ofany such awards to our directors, officers, advisors, consultants and other personnel and to our Manager.based on the grant date fair value). As of September 30, 2017, 65,238March 31, 2023, 535,530 shares of common stock were available to be awarded under the equity incentive plans. Awards under2020 Equity Incentive Plan.
Since inception of the equity incentive plans are forfeitable until they become vested. An award will become vested only if the vesting conditions set forth in the applicable award agreement (as determined by the compensation committee) are satisfied. The vesting conditions may include performance of services for a specified period, achievement of performance goals, or a combination of both. The compensation committee also has the authority to provide for accelerated vesting of an award upon the occurrence of certain events in its discretion.

As of September 30, 2017,2020 Equity Incentive Plan and through March 31, 2023, we have granted an aggregate of 52,012131,136 shares of restricted common stock to our independent directors and 160,250under our 2020 Equity Incentive Plan, all of which have vested.


The AG Mortgage Investment Trust, Inc. 2021 Manager Equity Incentive Plan (the "2021 Manager Plan"), which became effective on April 7, 2021 following the approval of our stockholders at our 2021 annual meeting of stockholders, provides for a maximum of 573,425 shares of restricted common stock that may be subject to awards thereunder to our Manager under our equity incentive plans.Manager. As of September 30, 2017, 52,012 and 100,250March 31, 2023, there were no shares or awards issued under the 2021 Manager Plan. Following the execution of restricted common stock grantedthe Third Amendment to our independent directors and Manager, respectively, have vested.

On July 1, 2017,management agreement in November 2021 related to the Company granted 60,000 restricted stock unitsincentive fee, our compensation committee no longer expects to continue its historical practice of making periodic equity grants to the Manager that representpursuant to the right to receive an equivalent number of shares2021 Manager Equity Incentive Plan.


Unfunded commitments

See Note 12 of the Company’s common stock if and when the units vest. Annual vesting of approximately 20,000 units will occur"Notes to Consolidated Financial Statements (unaudited)" for detail on each of July 1, 2018, July 1, 2019, and July 1, 2020. The units do not entitle the participant the rights of a holder of the Company’s common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units. The vesting of such units is subject to the continuation of the management agreement. If the management agreement terminates, all unvested units then held by the Manager or the Manager’s transferee shall be immediately cancelled and forfeited without consideration.

Mortgage Acquisition Trust I LLC

In August 2017, we, alongside private funds under the management of Angelo, Gordon, formed Mortgage Acquisition Holding I LLC (“MATH”) to conduct a residential mortgage investment strategy. MATH in turn sponsored the formation of an entity called Mortgage Acquisition Trust I LLC (“MATT”), which is expected to make an election to be treated as a Real Estate Investment Trust beginning with the 2018 tax year. MATT intends to purchase residential mortgage loans that are not eligible for delivery to Fannie Mae, Freddie Mac or Ginnie Mae. In furtherance of this business, MATH’s sponsoring funds, which include us, have agreed to provide up to $75.0 million of capital to MATH for use in this mortgage investment business. Our share of MATH’s total capital commitment to MATT is $33.4 million. We will invest in MATT through MATH andour commitments as of September 30, 2017, we had not funded any of our commitment to MATH.

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March 31, 2023.


Other

We have presented a table that details the contractual maturity of our financing

Off-balance sheet arrangements at September 30, 2017 in the “Liquidity and capital resources” section for this Item 2. As of September 30, 2017 and December 31, 2016, we are obligated to pay accrued interest on our repurchase agreements in the amount of $5.3 million and $2.5 million, respectively, inclusive of accrued interest accounted for through

Our investments in debt and equity of affiliates primarily consist of real estate securities and exclusive of accruedour interest on any financing utilized throughin AG Arc. The changeInvestments in accrued interest ondebt and equity of affiliates are accounted for using the equity method of accounting. Certain of our repurchase agreements resulted frominvestments in debt and equity of affiliates securitize residential mortgage loans and retain interests in the increasesubordinated tranches of the transferred assets. These retained interests are included in the MATT Non-QM Securities and Re/Non-Performing Securities line items of our repurchase agreement balance from $1.9 billion asinvestment portfolio. See Notes 2 and 10 to the "Notes to Consolidated Financial Statements (unaudited)" for a discussion of December 31, 2016 to $2.7 billion asinvestments in debt and equity of September 30, 2017.

Off-balance sheet arrangements

We have committed to invest up to $33.4 million in MATT through our ownership of MATH. As of September 30, 2017, we have not funded any of this commitment.

We have entered into TBA positions to facilitate the future purchase or sale of Agency RMBS. affiliates.


We record TBA purchases and sales on the trade date and present the purchase or receipt net of the corresponding payable or receivable until the settlement date of the transaction. As of September 30, 2017, we had a net long TBA position with a net payable amount of $122.5 million and fair market value of $121.1 million. We recorded $0.1 million and $1.5 million, in the “Derivative assets, at fair value” and “Derivative liabilities, at fair value” line items, respectively, on our consolidated balance sheets.

Our investments in debt and equity of affiliates are comprised of real estate securities and loans, our interest in AG Arc, associated repurchase agreements and interest receivable/payable on such accounts. Investments in debt and equity of affiliates are accounted for using the equity method of accounting. As of September 30, 2017, our real estate securities and loans, and interest in AG Arc had a fair market value of $97.6 million. As of September 30, 2017, these investments, inclusive of associated repurchase agreements and interest receivable/payable had a fair market value of $89.1 million which is included in the “Investments in debt and equity of affiliates” line item on our consolidated balance sheets.

Certain related person transactions

Our board of directors has adopted a policy regarding the approval of any “related person transaction,” which is any transaction or series of transactions in which (i) we or any of our subsidiaries is or areRefer to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a “related person” (as defined under SEC rules) has a direct or indirect material interest. Under the policy, a related person would need to promptly disclose to our Secretary or Assistant Secretary any related person transaction and all material facts about the transaction. Our Secretary or Assistant Secretary, in consultation with outside counsel, Note 7 to the extent appropriate, would then assess and promptly communicate that information to the audit committee of our board of directors. Based on its consideration of all of the relevant facts and circumstances, the audit committee will review, approve or ratify such transactions as appropriate. The audit committee will not approve or ratify a related person transaction unless it shall have determined that such transaction is in, or is not inconsistent with, our best interests and does not create a conflict of interest. If we become aware of an existing related person transaction that has not been approved under this policy, the transaction will be referred to the audit committee which will evaluate all options available, including ratification, revision or termination of such transaction. Our policy requires any director who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction.

Grants of restricted common stock

As of September 30, 2017, we have granted an aggregate of 52,012 shares of restricted common stock to our independent directors and 160,250 shares of restricted common stock to our Manager under our equity incentive plans. As of September 30, 2017, 52,012 and 100,250 shares of restricted common stock granted to our independent directors and Manager, respectively, have vested. See Note 10 to the Notes"Notes to Consolidated Financial Statements (unaudited)" for furtheradditional detail on restricted stock grants.

Red Creek

In connection withTBAs as of March 31, 2023, if applicable.


For additional information on our investments in residential loans and Securitized Whole Loans, we may engage asset managerscommitments as of March 31, 2023, refer to provide advisory, consultation, asset management and other services to formulate and implement strategic plans to manage, collect and dispose of loans in a manner that is reasonably expected to maximize the amount of proceeds from each loan. Beginning in November 2015, we engaged Red Creek Asset Management LLC (“Asset Manager”), an affiliateNote 12 of the Manager and direct subsidiary of Angelo, Gordon,"Notes to Consolidated Financial Statements (unaudited)." We do not expect these commitments, taken as the asset manager for certain of our residential loans and Securitized Whole Loans. The Asset Manager acknowledges that we will at all times have and retain ownership and control of all loans and that the Asset Manager will not acquire (i) titlea whole, to any loan, (ii) any security interest in any loan, or (iii) any other rights or interests of any kind or any nature whatsoever inbe significant to, or to any loan. We pay separate arm’s-length asset management fees (as assessed and confirmed byhave a third party valuation firm) for the Asset Manager’s services related to non-performing loans and reperforming loans. For the three and nine months ended September 30, 2017, the fees paid by us to the Asset Manager, inclusive of fees paid through affiliated entities, totaled $41,732 and $137,022, respectively. For the three and nine months ended September 30, 2016, the fees paid by us to the Asset Manager, inclusive of fees paid through affiliated entities, totaled $67,189 and $202,175, respectively.

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Arc Home

On December 9, 2015, we, alongside private funds under the management of Angelo, Gordon, through AG Arc, entered into the Amended and Restated Limited Liability Company Agreement of Arc Home, a Delaware limited liability company. Arc Home, through its subsidiary, originates conforming, Government, Jumbo and other non-conforming residential mortgage loans, retains the mortgage servicing rights associated with the loans it originates, and purchases additional mortgage servicing rights from third-party sellers.

Our investment in Arc Home, which is conducted through AG Arc, one of our indirect subsidiaries, is reflected on the “Investments in debt and equity of affiliates” line itemmaterial impact on, our consolidated balance sheets and had a fair value of $17.8 million and $12.9 million on September 30, 2017 and December 31, 2016, respectively. On March 8, 2016, an affiliate of the Manager (“the Affiliate”) became a member of AG Arc. The Affiliate acquired an ownership interest in AG Arc which resulted inoverall liquidity or capital resources or our ownership interest being reduced on a pro-rata basis.

Arc Home may sell loans to affiliates of our Manager. Arc Home may also enter into agreements with us, third parties, or affiliates of our Manager to sell Excess MSRs on the mortgage loans that it either purchases from third parties or originates. In March of 2017, we entered into an agreement with Arc Home to purchase rights to receive the excess servicing spread related to certain of its MSRs and as of September 30, 2017, these Excess MSRs had fair value of approximately $2.6 million.

In connection with our investments in Excess MSRs purchased through Arc Home, we pay a sourcing fee to Arc Home based on the net equity invested by us for these investments. For the three and nine months ended September 30, 2017, the sourcing fees paid by us to Arc Home totaled $2,921 and $6,364, respectively. No sourcing fees were paid by us to Arc Home for the three or nine months ended September 30, 2016.

Mortgage Acquisition Trust I LLC

In August 2017, we, alongside private funds under the management of Angelo, Gordon entered into the MATH LLC Agreement which requires that MATH fund a capital commitment of $75.0 million to MATT. Our share of MATH’s total capital commitment to MATT is $33.4 million. As of September 30, 2017, we had not funded any of our commitment to MATH.

Management agreement

On June 29, 2011 we entered into a management agreement with our Manager, which governs the relationship between us and our Manager and describes the services to be provided by our Manager and its compensation for those services. The terms of our management agreement, including the fees payable by us to Angelo, Gordon, were not negotiated at arm’s length, and its terms may not be as favorable to us as if they had been negotiated with an unaffiliated party. Our Manager, pursuant to the delegation agreement dated as of June 29, 2011, has delegated to Angelo, Gordon the overall responsibility of its day-to-day duties and obligations arising under our management agreement. For further detail on the Management Agreement, see the “Contractual obligations–Management agreement” section of this Item 2. 

Other transactions with affiliates

In May 2015, we completed an arm’s-length securitization with other investors managed by an affiliate of the Manager (the “Related Parties”) by combining the assets of a prior private securitization, in which we held a 10.0% ownership interest, with the assets of another private securitization held entirely by the Related Parties. Our investment in this securitization is reflected on the “Non-Agency” line item on the consolidated balance sheets and had a fair value of $3.1 million as of the date of the securitization. We completed another similar arm’s-length securitization in July 2015 with the Related Parties by combining the assets of a private securitization, in which we held a 7.5% ownership interest, with the assets of another private securitization held entirely by the Related Parties. Our investment in this securitization is reflected on the “Non-Agency” line item on the consolidated balance sheets and had a fair value of $5.1 million as of the date of the securitization. The remaining interests in each securitization were owned by certain of the Related Parties. Each securitization was backed by collateral consisting of seasoned NPLs and RPLs. We obtained third party pricing for each transaction.

In July 2015, we completed an arm’s-length investment purchase at fair value. Certain entities managed by an affiliate of our Manager (“Related Entities”) had previously formed a joint venture (“Joint Venture”) with an unaffiliated third party. The Joint Venture owns certain multi-family properties for which the mortgages partly collateralize a securitization wherein we purchased certain bond tranches. To ensure an arm’s-length transaction, the Manager delegated its decision making rights with respect to the securitization to a third party servicer. In addition, the members of the Joint Venture agreed to cease sharing material non-public information with our investment team regarding the collateral. Our investment in these bond tranches was reflected on the “Investments in debt and equity of affiliates” line item on the consolidated balance sheets with a fair value of $7.1 million as of the date of the purchase.

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operations.


In June 2016, in accordance with our Affiliated Transactions Policy, we executed two trades whereby we acquired real estate securities from two separate affiliates of the Manager (the “June Selling Affiliates”). As of the date of the trades, the securities acquired from the June Selling Affiliates had a total fair value of $6.9 million. In each case, the June Selling Affiliates sold the real estate securities through a BWIC (Bids Wanted in Competition). Prior to the submission of the BWIC by the June Selling Affiliates, we submitted our bid for the real estate securities to the June Selling Affiliates. The pre-submission of our bid allowed us to confirm third-party market pricing and best execution.  

In February 2017, in accordance with our Affiliated Transactions Policy, we executed one trade whereby we acquired a real estate security from a separate affiliate of the Manager (the “February Selling Affiliate”). As of the date of the trade, the security acquired from the February Selling Affiliate had a total fair value of $2.0 million. The February Selling Affiliate sold the real estate security through a BWIC. Prior to the submission of the BWIC by the February Selling Affiliate, we submitted its bid for the real estate security to the February Selling Affiliate. The pre-submission of our bid allowed us to confirm third-party market pricing and best execution.

In July 2017, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities from an affiliate of the Manager (the “July Selling Affiliate”). As of the date of the trade, the securities acquired from the July Selling Affiliate had a total fair value of $0.2 million. As procuring market bids for the real estate securities was determined to be impracticable in the Manager’s reasonable judgement, appropriate pricing was based on a valuation prepared by an independent third-party pricing vendor. The third-party pricing vendor us to confirm third-party market pricing and best execution.

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Critical accounting policies

Our and estimates

We prepare our consolidated financial statements are prepared in accordanceconformity with GAAP, which requires the use of estimates and assumptions that involveaffect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the exercisedate of the financial statements and the amounts of income and expenses during the reporting period. These estimates are based, in part, on our judgment and assumptions regarding various economic conditions that we believe are reasonable based on facts and circumstances existing at the usetime of reporting. We believe that the estimates, judgments and assumptions utilized in the preparation of our consolidated financial statements are prudent and reasonable. Although our estimates contemplate conditions as of March 31, 2023 and how we expect them to change in the future, uncertainties. it is reasonably possible that actual conditions could be different than anticipated in arriving at those estimates, which could materially affect reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the periods presented.

Our most critical accounting policies involve decisionsinclude (i) Valuation of financial instruments, (ii) Accounting for loans, (iii) Accounting for real estate securities, (iv) Interest income recognition, (v) Financing arrangements, and assessments(vi) Investment consolidation. Our critical accounting estimates are those which require assumptions to be made about matters that could affectare highly uncertain and include (i), (iv), and (vi) above. A discussion of critical accounting policies and estimates is included in our reportedForm 10-K. Our critical accounting policies and estimates have not materially changed since December 31, 2022.


REIT Qualification

We have elected to be treated as a REIT under Sections 856 through 859 of the Internal Revenue Code of 1986, as amended (the "Code"). Our qualification as a REIT depends upon our ability to meet on a continuing basis, through actual investment and operating results, 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 liabilities, as well asthe diversity of ownership of our reported revenues and expenses.shares. We believe that allwe are organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that our manner of operation enables us to meet the decisionsrequirements for qualification and assessments upon which our consolidated financial statements are based are reasonabletaxation as a REIT.

We generally need to distribute at the time made and based upon information available to us at that time. We rely upon independent pricingleast 90% of our assets atordinary taxable income each quarter endyear (subject to arrive at whatcertain adjustments) to our stockholders in order to qualify as a REIT under the Code. Our ability to make distributions to our stockholders depends, in part, upon the performance of our investment portfolio.

As a REIT, we believegenerally are not subject to be reasonable estimates of fair market value, whenever available. For more informationU.S. federal income tax on our fair value measurements, see Note 5 ofREIT taxable income that we distribute currently to our “Notesstockholders. If we fail to Consolidated Financial Statements (unaudited).” Forqualify as a review ofREIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we lost our significant accounting policies and the recent accounting pronouncements that mayREIT qualification. Accordingly, our failure to qualify as a REIT could have a material adverse impact on our results of operations see Note 2 ofand our “Notesability to Consolidated Financial Statements (unaudited).”

Inflation

Virtually all ofpay distributions, if any, to our assetsstockholders. Even if we qualify for taxation as a REIT, we may be subject to some U.S. federal, state and liabilities are interest rate sensitive in nature. Aslocal taxes on our income or property. In addition, any income earned by a result, interest rates and other factors influence our performance far more than inflation. Changes in interest rates do not necessarily correlate with inflation ratesdomestic taxable REIT subsidiary, or changes in inflation rates.

Other matters

TRS, will be subject to corporate income taxation.


Investment Company Act Exemption
We intend to conduct our businessoperations so as to maintain our exempt status under, andthat we are not to become regulated asconsidered an investment company for purposesunder Section 3(a)(1)(C) of the Investment Company Act. If we failedUnder Section 3(a)(1)(C) of the Investment Company Act, a company is deemed to maintainbe an investment company if it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire "investment securities" having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the "40% test"). "Investment securities" do not include, among other things, U.S. government securities and securities issued by majority-owned subsidiaries that (i) are not investment companies and (ii) are not relying on the exceptions from the definition of investment company provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act.

Conducting our exempt statusoperations so as not to be considered an investment company under the Investment Company Act and became regulated as an investment company, our ability to, among other things, use leverage would be substantially reducedthe rules and as a result, we would be unable to conduct our business as described in this report. Accordingly, we monitor our compliance with both the 55% Test and the 80% Test ofregulations promulgated under the Investment Company Act and SEC staff interpretive guidance limits our ability to make certain investments. For example, these restrictions limit our and our subsidiaries’ ability to invest directly in Agency RMBS mortgage-related securities that represent less than the entire ownership in a pool of mortgage loans or debt and equity tranches of Non-Agency RMBS (in each case to the extent such interest are not retained interest in securitizations consisting of mortgage
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loans that were owned by us and such securitizations were not sponsored by us in order to maintain our exempt status. As of December 31, 2016, we determined that we maintained compliance with both the 55% Test and the 80% Test requirements.

We calculate that at least 75% of our assets wereobtain financing to acquire additional mortgage loans), certain real estate companies and assets cash and cash items and government securities for the year ended December 31, 2016. We also calculate that our revenue qualifies for the 75% gross income test and for the 95% gross income test rules for the year ended December 31, 2016. Overall, we believe that we met the REIT income and asset tests. We also believe that we met all other REIT requirements, including the ownership of our common stock and the distribution of our net income. Therefore, for the year ended December 31, 2016, we believe that we qualified as a REIT under the Code.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

not related to real estate.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary components of our market risk relate to interest rates, liquidity, real estate, credit, prepayment rates, basis, and creditcapital markets risk. While we do not seek to avoid risk completely, we seek to assume risk that can be reasonably quantified from historical experience and to actively manage that risk, to earn sufficient returns to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

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Many of these risks have become particularly heightened due to sustained inflation, rising mortgage rates, the Federal Reserve's monetary policy actions, and the COVID-19 pandemic.

Interest rate risk

Interest rate risk is highly sensitive to many factors, including governmental monetary, fiscal and tax policies, domestic and international economic and political considerations and other factors beyond our control. We are subject to interest rate risk in connection with both our investments and the financing under our repurchase agreements.financing arrangements. We generally seek to manage this risk by monitoring the reset index and the interest rate related to our target assetsinvestment portfolio and our financings; by structuring our financing agreementsarrangements to have a range of maturity terms, amortizations and interest rate adjustment periods; and by using hedgingderivative instruments to adjust interest rate sensitivity of our target assetsinvestment portfolio and borrowings.

Our hedging techniques can be highly complex, and the value of our investment portfolio and derivatives may be adversely affected as a result of changing interest rates.

Interest rate effects on net interest income

Our operating results depend in large part upon differences between the yields earned on our investments and our cost of borrowing and upon the effectiveness of our interest rate hedging activities. The majority of our repurchase agreementsfinancing arrangements are short term in nature, withexclusive of our residential mortgage loans financed through securitized debt. Repurchase agreements financing our securities portfolio or retained interests from our securitizations typically have an initial term between 30 and 90 days while repurchase agreements financing our residential mortgage loans prior to securitization have an initial term of between 30 and 90 days.one year. The financing rate on these agreements will generally be determined at the outset of each transaction by reference to prevailing short-term rates plus a spread. As a result, our borrowing costs will tend to increase during periods of rising short-term interest rates as we renew, or “roll”"roll", maturing transactions at the higher prevailing rates. When combined with the fact that the income we earn on our fixed interest rate investments will remain substantially unchanged, this will result in a narrowing of the net interest spread between the related assets and borrowings and may even result in losses. We have obtained term financing on certain borrowing arrangements. The financing on term facilities generally are fixed at the outset of each transaction by reference to a pre-determined interest rate plus a spread.

In an attempt to offset the increase in funding costs related to rising short term interest rates, our Manager entersmay cause us to enter into hedging transactions structured to provide us with positive cash flow in the event short term interest rates rise. Our Manager accomplishes this through the use of interest rate derivatives. Some hedging strategies involving the use of derivatives are highly complex, may produce volatile returns and may expose us to increased risks relating to counterparty defaults.

Interest rate effects on fair value

Another component of interest rate risk is the effect that changes in interest rates will have on the marketfair value of the assets that we acquire.

Generally, in a rising interest rate environment, the fair value of our loan and real estate securities and loan portfolios would be expected to decrease, all other factors being held constant. In particular, the portion of our real estate securities and loan portfolios with fixed-rate coupons would be expected to decrease in value more severely than that portion with a floating-rate coupon. This is because fixed-rate coupon assets tend to have significantly more duration, or price sensitivity to changes in interest rates, than floating-rate coupon assets. Fixed-rate assets currently compriserepresent a majority of our portfolio.

The fair value of our investment portfolio could change at a different rate than the fair value of our liabilities when interest rates change. We measure the sensitivity of our portfolio to changes in interest rates by estimating the duration of our assets and liabilities. Duration is the approximate percentage change in fair value for aan instantaneous 100 basis point parallel shift in the yield curve.curve while assuming all other market risk factors remain constant. In general, our assets have higher duration than our liabilities. In order to reduce this exposure, we use hedging instruments to reduce the gap in duration between our assets and liabilities.

We calculate estimated effective duration (i.e., the price sensitivity to changes in risk-free interest rates) to measure the impact of changes in interest rates on our portfolio value. We estimate duration based on third-party models. Different models and methodologies can produce different effective duration estimates for the same securities.assets. We allocate the net duration by asset type based on the interest rate sensitivity.

On September 30, 2017, we computed an estimated net effective

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The following chart details information about our duration gap as of 1.36 years, comprisedMarch 31, 2023.

Duration (1)(2)Years
Agency RMBS0.55 
Residential Investments (3)5.03 
Hedges(1.77)
Duration Gap3.81 
(1)Duration related to financing arrangements is netted within its respective line items.
(2)Duration does not include our investment in AG Arc LLC.
(3)Residential Investments are inclusive of 2.68 Agency RMBS duration, 0.92forward purchase commitments to acquire Non-Agency Loans and Agency-Eligible Loans as of credit investment duration, (2.20) hedge duration and (0.04) liability duration.

March 31, 2023.


The following table quantifies the estimated changespercent change in GAAP equity, the fair value of our assets, and projected net interest income and GAAP equity should interest rates go up or down instantaneously by 25, 50, and 10075 basis points, assuming (i) the yield curves of the rate shocks will be parallel to each other and the current yield curve and (ii) all other market risk factors remain constant. These estimates were compiled using a combination of third-party services and models, market data and internal models. All changes in incomeequity, assets, and equityincome are measured as percentage changes from the GAAP equity, assets, and projected net interest income and GAAP equity from our base interest rate scenario. The base interest rate scenario assumes spot and forward interest rates which existedexisting as of September 30, 2017.March 31, 2023. Actual results could differ materially from these estimates.

Agency RMBS and Agency-Eligible Loan assumptions attempt to predict default and prepayment activity at projected interest rate levels. To the extent that these estimates or other assumptions do not hold true, actual results will likely differ materially from projections and could beresult in percentage changes larger or smaller than the estimates in the table below. Moreover, if different models were employed in the analysis, materially different projections could result. In addition, while the table below reflects the estimated impact of interest rate increases and decreases on a static portfolio as of September 30, 2017,March 31, 2023 our Manager may from time to time sell any of our investments as a part of the overall management of our investment portfolio.

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Change in Interest Rates
(basis points) (1)(2)
 Change in Market
Value as a Percentage
of GAAP Equity
  Change in Market
Value as a
Percentage of Assets
  Percentage Change in
Projected Net Interest
Income
 
+100  -10.4%  -2.1%  -4.7%
+50  -4.6%  -0.9%  -2.2%
-50  2.7%  0.5%  1.6%
-100  3.0%  0.6%  2.7%

Change in Interest Rates (basis
points) (1)(2)
Change in Fair
Value as a Percentage
of GAAP Equity (3)
Change in Fair Value as a
Percentage of Assets (3)
Percentage Change in
Projected Net Interest
Income (4)
75(6.4)%(0.6)%(0.9)%
50(4.3)%(0.4)%(0.5)%
25(2.2)%(0.2)%(0.2)%
(25)2.2 %0.2 %0.2 %
(50)4.4 %0.4 %0.3 %
(75)6.7 %0.7 %0.3 %
(1)Includes investments held through affiliated entities that are reported as “Investments"Investments in debt and equity of affiliates”affiliates" on our consolidated balance sheet, but excludes AG Arc.

(2)Does not include cash investments, which typically have overnight maturities and are not expected to change in value as interest rates change.

Certain assumptions have been made

(3)Changes in connection with the calculationfair value as a percentage of the information set forth in the foregoing interest rate sensitivity tableGAAP equity and assets are inclusive of forward purchase commitments to acquire Non-Agency Loans and Agency-Eligible Loans as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. The base interest rate scenario assumes interest rates at September 30, 2017. Furthermore, while we generally expect to retain such assets and the associated interest rate risk to maturity, future purchases and sales of assets could materially change our interest rate risk profile.

March 31, 2023.

(4)Interest income includes trades settled as of March 31, 2023.

The information set forth in the interest rate sensitivity table above and all related disclosures constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Actual results could differ significantly from those estimated in the foregoing interest rate sensitivity table.

See below for additional risks which may impact the fair value of our assets, GAAP equity and net income.


Liquidity risk


Our primary liquidity risk arises from financing long-maturity assets with shorter-term borrowingfinancings primarily in the form of repurchase agreements.

financing arrangements. Our Manager seeks to mitigate our liquidity risks by maintaining a prudent level of leverage, monitoring our liquidity position on a daily basis and maintaining a reasonable cushion of cash and unpledged real estate securities and loans in our portfolio in order to meet future margin calls. In addition, our Manager seeks to further mitigate our

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liquidity risk by (i) maintaining relationships with a carefully selected group of financing counterparties and (ii) monitoring the ongoing financial stability and future business plans of our financing counterparties.

Liquidity risk – repurchase agreements

financing arrangements

We pledge mortgage loans or real estate securities or mortgage loans and cash as collateral to secure our repurchase transactions.financing arrangements. Should the fair value of our mortgage loans or real estate securities or mortgage loans pledged as collateral decrease (as a result of rising interest rates, changes in prepayment speeds, widening of credit spreads or otherwise), we will likely be subject to margin calls for additional collateral from our financing counterparties. Should the fair value of our mortgage loans or real estate securities or mortgage loans decrease materially and suddenly, margin calls will likely increase causing an adverse change to our liquidity position which could result in substantial losses. In addition, we cannot be assured that we will always be able to roll our repurchase transactionsfinancing arrangements at their scheduled maturities, which could cause material additional harm to our liquidity position and result in substantial losses. Further, should funding conditions tighten as they did in 2007 -2007-2008, 2009 and more recently in March 2020, our repurchase agreementfinancing arrangement counterparties may increase our margin requirements on new financings, including repurchase transactions that we roll at maturity with the same counterparty, whichcounterparty. This would require us to post additional collateral and would reduce our ability to use leverage and could potentially cause us to incur substantial losses.

In January 2016, the FHFA issued the Final Rule, which expressly excludes captive insurance companies, including our captive insurance company, from being eligible for membership in the FHLBC and prohibits the FHLBC from making any more advances or extending any existing advances to our captive insurance company. Under the Final Rule, the FHLBC must wind down its relationships with our captive insurance company by February 19, 2017. The FHLBC cannot make any new advances or extend any existing advances to our captive insurance company. On September 30, 2017, we had no advances outstanding with the FHLBC and do not consider them a source for liquidity.

Liquidity risk - derivatives

The terms of our interest rate swaps and futures require us to post collateral in the form of cash or Agency RMBS to our counterparties to satisfy two types of margin requirements: variation margin and initial margin.

We and our swap and futures counterparties are both required to post variation margin to each other depending upon the daily moves in prevailing benchmark interest rates. The amount of this variation margin is derived from the mark to market valuation of our swap or futures.swaps. Hence, as our swaps or futures lose value in a falling interest rate environment, we are required to post additional variation margin to our counterparties on a daily basis; conversely, as our swaps or futures gain value in a rising interest rate environment, we are able to recall variation margin from our counterparties. By recalling variation margin from our swap or futuresswaps counterparties, we are able to partially mitigate the liquidity risk created by margin calls on our repurchase transactions during periods of rising interest rates.

Initial margin works differently. Collateral posted to meet initial margin requirements is intended to create a safety buffer to benefit our counterparties if we were to default on our payment obligations under the terms of the swap or futuresswaps and our counterparties were forced to unwind the swap or futures. For our non-centrally cleared instruments, the initial margin is set at the outset of each trade as a fixed percentage of the notional amount of the instrument. This means that once we post initial margin at the outset of a non-centrally cleared instrument, we will have no further posting obligations as it pertains to initial margin. However, the initialswap. Initial margin on our centrally cleared instrumentstrades varies from day to day depending upon various factors, including the absolute level of interest rates and the implied volatility of interest rates. There is a distinctly positive correlation between initial margin, on the one hand, and the absolute level of interest rates and implied volatility of interest rates, on the other hand. As a result, in times of rising interest rates or increasing rate volatility, we anticipate that the initial margin required on our centrally-cleared instrumentstrades will likewise increase, potentially by a substantial amount. These margin increases will have a negative impact on our liquidity position and will likely impair the intended liquidity risk mitigation effect of our swaps and futures discussed above.

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Our TBA dollar roll contracts

Real estate value risk
Residential property values are also subject to margin requirements governedvolatility and may be affected adversely by a number of factors outside of our control, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of housing); natural disasters, the Mortgage-Backed Securities Division (“MBSD”)effects of the Fixed Income Clearing Corporationclimate change (including flooding, drought, and by our prime brokerage agreements, which may establish margin levelssevere weather) and other natural events; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. Decreases in excess ofproperty values could cause us to suffer losses and reduce the MBSD. Such provisions require that we establish an initial margin based on the notional value of the TBA contract, which is subjectcollateral underlying our investment portfolio as well as the potential sale proceeds available to increase if the estimated fair value ofrepay our TBA contract or the estimated fair value of our pledged collateral declines. The MBSD has the sole discretion to determine the value of our TBA contracts and of the pledged collateral securing such contracts. Inloans in the event of a margin call, we must generally provide additional collateral, either securities or cash,default. In addition, substantial decreases in property values can increase the rate of strategic defaults by residential mortgage borrowers which can impact and create significant uncertainty in the recovery of principal and interest on our investments.

Credit risk

We are exposed to the same business day.

Our Manager seeks to mitigate our liquidity risks by maintaining a prudent levelrisk of leverage, monitoring our liquidity positionpotential credit losses from an unanticipated increase in borrower defaults as well as general credit spread widening on a daily basis and maintaining a substantial cushion of cash and unpledged real estate securities and loansany non-agency assets in our portfolio in orderportfolio. We seek to meet future margin calls. In addition,manage this risk through our Manager seeks to further mitigate our liquidity risk by (i) diversifying our exposure across a broad numberManager’s pre-acquisition due diligence process and, if available, through the use of non-recourse financing, counterparties, (ii) limitingwhich limits our exposure to any single financing counterpartycredit losses to the specific pool of collateral which is the subject of the non-recourse financing. Our Manager’s pre-acquisition

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due diligence process includes the evaluation of, among other things, relative valuation, supply and (iii) monitoringdemand trends, the shape of various yield curves, prepayment rates, delinquency and default rates, recovery of various sectors and vintage of collateral.

The potential effects of sustained inflation, rising mortgage rates, the Federal Reserve's monetary policy actions, and the ongoing financial stabilityCOVID-19 pandemic may cause an increase in credit risk of our credit sensitive assets. Any future period of payment deferrals, forbearance, delinquencies, defaults, foreclosures or losses will likely adversely affect our net interest income from residential loans and RMBS investments, the fair value of these assets, our ability to liquidate the collateral that may underlie these investments and obtain additional financing counterparties.

and the future profitability of our investments. Further, in the event of delinquencies, defaults and foreclosure, regulatory changes and policies designed to protect borrowers and renters may slow or prevent us from taking remediation actions.


Prepayment risk

Premiums arise when we acquire real estate assets at a price in excess of the principal balance of the mortgages securing such assets (i.e., par value). Conversely, discounts arise when we acquire assets at a price below the principal balance of the mortgages securing such assets. Premiums paid on our assets are amortized against interest income and accretable purchase discounts on our assets are accreted to interest income. Purchase premiums or discounts on our assets which are primarily carried on our Agency RMBS, are amortized against interest incomeor accreted over the life of each respective asset using the effective yield method, adjusted for actual prepayment activity. An increase in the prepayment rate, as measured by the CPR, will typically accelerate the amortization of purchase premiums, thereby reducing the yield or interest income earned on such assets. Generally, if prepayments on our Non-Agency RMBS or mortgage loans are less than anticipated, we expect thatAn increase in the income recognized on such assets would be reduced due toprepayment rate will similarly accelerate the slower accretion of purchase discounts, and impairments could result.

As further discussedconversely increasing the yield or interest income earned on such assets. A decrease in the “Critical Accounting Policies” section above, differencesprepayment rate will have a directionally opposite impact on the yield or interest income.

Differences between previously estimated cash flows and current actual and anticipated cash flows caused by changes to prepayment or other assumptions are adjusted retrospectively through a “catch up”"catch up" adjustment for the impact of the cumulative change in the effective yield through the reporting date for securities accounted for under ASC 320-10 (generally, Agency RMBS) or adjusted prospectively through an adjustment of the yield over the remaining life of the investment for investments accounted for under ASC 325-40 (generally, Non-Agency RMBS ABS, CMBS and interest-only securities) and mortgage loans accounted for under ASC 310-30.

310-10.

In addition, our interest rate hedges are structured in part based upon assumed levels of future prepayments within our mortgage loan or real estate securities or mortgage loan portfolio. If prepayments are slower or faster than assumed, the life of the real estate securities or mortgage loans will be longer or shorter than assumed, respectively, which could reduce the effectiveness of our Manager’s hedging strategies and may cause losses on such transactions.

Our Manager seeks to mitigate our prepayment risk by investing in real estate assets with a variety of prepayment characteristics as well as by attempting to maintain in our portfolio a mix of assets purchased at a premium with assets purchased at a discount. 

Real estate value risk

Residential and commercial property values are subject to volatility and may be affected adversely by a number of factors outside of our control, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of housing or commercial real estate); construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. Decreases in property values reduce the value of the collateral underlying our RMBS and CMBS portfolios as well as the potential sale proceeds available to repay our loans in the event of a default. In addition, substantial decreases in property values can increase the rate of strategic defaults by residential mortgage borrowers which can impact and create significant uncertainty in the recovery of principal and interest on our investments.

Credit risk

Although we expect to encounter only de minimis credit risk in our Agency RMBS portfolio, we are exposed to the risk of potential credit losses from an unanticipated increase in borrower defaults as well as general credit spread widening on any Non-Agency assets in our portfolio, including residential and commercial mortgage loans as well as Non-Agency RMBS, ABS and CMBS. We seek to manage this risk through our Manager’s pre-acquisition due diligence process and, if available, through the use of non-recourse financing, which limits our exposure to credit losses to the specific pool of collateral which is the subject of the non-recourse financing. Our Manager’s pre-acquisition due diligence process includes the evaluation of, among other things, relative valuation, supply and demand trends, the shape of various yield curves, prepayment rates, delinquency and default rates, recovery of various sectors and vintage of collateral.

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characteristics.

Basis risk

Basis risk refers to the possible decline in our book value triggered by the risk of incurring losses on the fair value of our Agency RMBS as a result of widening market spreads between the yields on our Agency RMBS and the yields on comparable duration Treasury securities. The basis risk associated with fluctuations in fair value of our Agency RMBS may relate to factors impacting the mortgage and fixed income markets other than changes in benchmark interest rates, such as actual or anticipated monetary policy actions by the Federal Reserve, market liquidity, or changes in required rates of return on different assets. Consequently, while we use interest rate swaps and other hedges to protect against moves in interest rates, such instruments will generally not protect our net book value against basis risk.

ITEM 4.CONTROLS AND PROCEDURES.


Capital Market Risk

We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our common stock, preferred stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through revolving facilities or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore may require us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.

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ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information the Company is required to disclose in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act") is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that the Company’s management, including its principal executive officer and principal financial officer, as appropriate, allow for timely decisions regarding required disclosure.

We have evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of September 30, 2017.March 31, 2023. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM1.
ITEM 1.LEGAL PROCEEDINGS.


We are at times subject to various legal proceedings and claims arising in the ordinary course of our business. In addition, in the ordinary course of business, we can be and are involved in governmental and regulatory examinations, information gathering requests, investigations and proceedings. As of the date of this report, we are not party to any litigation or legal proceedings, or to our knowledge, any threatened litigation or legal proceedings, which we believe, individually or in the aggregate, would have a material adverse effect on our results of operations or financial condition.


ITEM1A.
ITEM 1A.RISK FACTORS.


Refer to the risks identified under the caption “Risk Factors”"Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 20162022 and our subsequent filings, which are available on the Securities and Exchange Commission’s website atwww.sec.gov, and in the “Forward-Looking Statements”"Forward-Looking Statements" and “Management’s"Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations" sections herein.

Financial institutions, in their capacity as trustee, may withhold funds to cover legal costs that would otherwise be due to owners of certain residential mortgage-backed securities.

In June 2017, Wells Fargo Bank, N.A., in its capacity as trustee in 20 residential mortgage-backed securitizations, withheld more than $90 million due to the bondholders of the securities in those securitizations. The funds were withheld to cover potential legal costs in suits brought by investors to recover losses suffered during the financial crisis in which the investors claim that the trustees breached certain duties to such investors. It is not clear if Wells Fargo, as trustee in other deals, will withhold funds to cover legal expenses in these other deals or whether other financial institutions, as trustees in these types of securitizations, will withhold funds for similar reasons. We do not hold the bonds in any of the 20 residential mortgage-backed securitizations where Wells Fargo Bank, N.A. withheld funds. However, if funds are withheld by trustees in securitizations where we hold securities, we could incur losses that may materially and adversely affect our financial condition and results of operations.


ITEM2.
ITEM2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.


On August 3, 2022, the Company’s Board of Directors authorized the 2022 Repurchase Program to repurchase up to $15.0 million of the Company's outstanding common stock. The Board's authorization does not have an expiration date. The following table presents information related to our purchases of our common stock pursuant to the 2022 Repurchase Program during the three months ended March 31, 2023:
Period(1)
Total Number of Shares Purchased
Weighted Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Program
Maximum Approximate Dollar Value that May Yet Be Purchased Under the Program(2)
Three Months Ended March 31, 2023
January 1, 2023 to January 31, 202391,173 $5.66 91,173$7,300,982 
February 1, 2023 to February 28, 202385,438 6.26 85,4386,766,462 
March 1, 2023 to March 31, 2023746,650 5.62 746,6502,569,940 
Total923,261 $5.68 923,261 $2,569,940 
(1)Based on trade date.
(2)Includes brokerage commissions and clearing fees.

ITEM3.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM4.
ITEM 4.MINE SAFETY DISCLOSURES

None.

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None.

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ITEM 5.OTHER INFORMATION.

None.

ITEM 6.EXHIBITS.

Exhibit
No.
Description
ITEM 5.OTHER INFORMATION.

Submission of Matters to a Vote of Security Holders - Results of 2023 Annual Meeting of Stockholders

On May 4, 2023, the Company held its 2023 annual meeting of stockholders, where the Company’s stockholders voted on the following matters which were set forth in the notice for the meeting:

1.Election of six directors to the Company's board of directors, with each director serving until the Company's 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified;
2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023; and
3.Approval, on an advisory basis, of the Company's executive compensation.
Each of the six nominees was elected, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm was ratified, and the executive compensation was approved on an advisory basis. The vote tabulation for each proposal is as follows:

1.Election of Directors:

DirectorVotes ForVotes WithheldBroker Non-Votes
Debra Hess7,671,140231,1835,954,515
T.J. Durkin7,730,673171,6505,954,515
Dianne Hurley7,716,993185,3305,954,515
Matthew Jozoff7,728,679173,6445,954,515
Peter Linneman7,619,888282,4355,954,515
Nicholas Smith7,652,912249,4115,954,515
2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
13,550,428187,614118,796
3.Approval, on an advisory basis, of the Company's executive compensation:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
7,541,392266,70094,2315,954,515
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ITEM 6.EXHIBITS.
Exhibit
No.
Description
*10.2Form of Management Agreement, dated June 29, 2011 by and between the Company and AG REIT Management, LLC, incorporated by reference to Exhibit 10.3 of Amendment No. 3 to our Registration Statement on Form S-11, filed with the Securities and Exchange Commission on April 25, 2011.**
*10.3Equity Incentive Plan, dated July 6, 2011, incorporated by reference to Exhibit 10.4 of Pre-Effective Amendment No. 2.**
*10.4Manager Equity Incentive Plan, dated July 6, 2011, incorporated by reference to Exhibit 10.5 of Pre-Effective Amendment No. 2.**
*10.5Form of Manager Equity Incentive Plan Restricted Stock Award Agreement, dated July 6, 2011, incorporated by reference to Exhibit 10.6 of Pre-Effective Amendment No. 2.**
*10.6Form of Equity Incentive Plan Restricted Stock Award Agreement, dated July 6, 2011, incorporated by reference to Exhibit 10.7 of Pre-Effective Amendment No. 2.**
*10.7Form of Indemnification Agreement, dated July 6, 2011, by and between the Company and the Company’s directors and officers, incorporated by reference to Exhibit 10.10 of Pre-Effective Amendment No. 7.
*10.8Amended and Restated Master Repurchase and Securities Contract dated as of April 12, 2013 between AG MIT, LLC, AG Mortgage Investment Trust, Inc. and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the Securities and Exchange Commission on April 15, 2013.

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*10.9Guarantee Agreement dated as of April 9, 2012 by AG Mortgage Invest Trust, Inc. in favor of Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the Securities and Exchange Commission on April 10, 2012.
*10.10Amended and Restated Master Repurchase and Securities Contract dated as of February 11, 2014 between AG MIT WFB1 2014 LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the Securities and Exchange Commission on February 21, 2014.
*10.11Guarantee Agreement dated as of February 11, 2014 by AG MIT, LLC and AG Mortgage Invest Trust, Inc. in favor of Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the Securities and Exchange Commission on February 21, 2014.
*10.12Master Repurchase and Securities Contract dated as of September 17, 2014, as amended by Omnibus Amendment No.1, dated as of August 4, 2015, between AG MIT CREL LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K,8-A12B, filed with the Securities and Exchange Commission on September 18, 2014.16, 2019.

69



101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

*Fully or partly previously filed.
**Management contract or compensatory plan or arrangement.

10476Cover Page Interactive Data File (formatted as Inline XBRL)

*Filed herewith.

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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.

AG MORTGAGE INVESTMENT TRUST, INC.
November 1, 2017May 5, 2023By:/s/ David N. RobertsTHOMAS J. DURKIN
David N. RobertsThomas J. Durkin
Chief Executive Officer and President (principal executive officer)
November 1, 2017May 5, 2023By:/s/ Brian C. SigmanANTHONY W. ROSSIELLO
Brian C. SigmanAnthony W. Rossiello

Chief Financial Officer and Treasurer (principal financial


officer and principal accounting officer)

77

AG MORTGAGE INVESTMENT TRUST, INC.

FORM 10-Q
September 30, 2017

INDEX OF EXHIBITS

Exhibit
No.
Description
*3.1Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No. 2 to our Registration Statement on Form S-11, filed with the Securities and Exchange Commission on April 18, 2011 (“Pre-Effective Amendment No. 2”).
*3.2Articles of Amendment to Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the Securities and Exchange Commission on May 5, 2017.
*3.3Amended and Restated Bylaws of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Pre-Effective Amendment No. 2.
*3.4Articles Supplementary of 8.25% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012.
*3.5Articles Supplementary of 8.00% Series B Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the Securities and Exchange Commission on September 24, 2012. 
*4.1Specimen Stock Certificate of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 4.1 of Pre-Effective Amendment No. 2.
*4.2Specimen 8.25% Series A Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012.
*4.3Specimen 8.00% Series B Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of Form 8-K, filed with the Securities and Exchange Commission on September 24, 2012.
*10.1Form of Registration Rights Agreement by and between the Company and the purchasers of units and shares in the private placement, dated June 29, 2011, incorporated by reference to Exhibit 10.1 of Amendment No. 7 to our Registration Statement on Form S-11, filed with the Securities and Exchange Commission on June 29, 2011 (“Pre-Effective Amendment No. 7”).
*10.2Form of Management Agreement, dated June 29, 2011 by and between the Company and AG REIT Management, LLC, incorporated by reference to Exhibit 10.3 of Amendment No. 3 to our Registration Statement on Form S-11, filed with the Securities and Exchange Commission on April 25, 2011.**
*10.3Equity Incentive Plan, dated July 6, 2011, incorporated by reference to Exhibit 10.4 of Pre-Effective Amendment No. 2.**
*10.4Manager Equity Incentive Plan, dated July 6, 2011, incorporated by reference to Exhibit 10.5 of Pre-Effective Amendment No. 2.**
*10.5Form of Manager Equity Incentive Plan Restricted Stock Award Agreement, dated July 6, 2011, incorporated by reference to Exhibit 10.6 of Pre-Effective Amendment No. 2.**
*10.6Form of Equity Incentive Plan Restricted Stock Award Agreement, dated July 6, 2011, incorporated by reference to Exhibit 10.7 of Pre-Effective Amendment No. 2.**
*10.7Form of Indemnification Agreement, dated July 6, 2011, by and between the Company and the Company’s directors and officers, incorporated by reference to Exhibit 10.10 of Pre-Effective Amendment No. 7.
*10.8Amended and Restated Master Repurchase and Securities Contract dated as of April 12, 2013 between AG MIT, LLC, AG Mortgage Investment Trust, Inc. and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the Securities and Exchange Commission on April 15, 2013.

78


*10.9Guarantee Agreement dated as of April 9, 2012 by AG Mortgage Invest Trust, Inc. in favor of Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the Securities and Exchange Commission on April 10, 2012.
*10.10Amended and Restated Master Repurchase and Securities Contract dated as of February 11, 2014 between AG MIT WFB1 2014 LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the Securities and Exchange Commission on February 21, 2014.
*10.11Guarantee Agreement dated as of February 11, 2014 by AG MIT, LLC and AG Mortgage Invest Trust, Inc. in favor of Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the Securities and Exchange Commission on February 21, 2014.
*10.12Restated Master Repurchase and Securities Contract dated as of September 17, 2014, as amended by Omnibus Amendment No.1, dated as of August 4, 2015, between AG MIT CREL LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the Securities and Exchange Commission on September 18, 2014.

*10.13Guarantee Agreement dated as of September 17, 2014 as amended by Omnibus Amendment No.1, dated as of August 4, 2015, between AG MIT, LLC and AG Mortgage Investment Trust, Inc. in favor of Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the Securities and Exchange Commission on September 18, 2014.
*10.14Form of Restricted Stock Unit Award Agreement, dated July 1, 2014, incorporated by reference to Exhibit 10.14 on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2014.**
*10.15Omnibus Amendment No.1 to Master Repurchase and Securities Contract, Guarantee Agreement and Fee and Pricing Letter dated as of August 4, 2015 between AG MIT CREL, LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 10.15 of Form 10-Q, filed with the Securities and Exchange Commission on August 6, 2015.
*10.16Form of Restricted Stock Unit Award Agreement, dated July 1, 2017.**
31.1Certification of David N. Roberts pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Brian C. Sigman pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
32.1Certification of David N. Roberts pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
32.2Certification of Brian C. Sigman pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

*Fully or partly previously filed.
**Management contract or compensatory plan or arrangement.

79
71