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earn-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2023


☐			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 001-35896

Ellington Residential Mortgage REIT

(Exact Name of Registrant as Specified in Its Charter)


Maryland						46-0687599
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

53 Forest Avenue

Old Greenwich, Connecticut 06870

(Address of Principal Executive Offices) (Zip Code)

(203) 698-1200

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Shares of Beneficial Interest, $0.01 par value per share

EARN

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☒

Smaller Reporting Company

☒

Emerging Growth Company

☐

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

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

Number of the Registrant's common shares outstanding as of August 10, 2023: 15,109,837

ELLINGTON RESIDENTIAL MORTGAGE REIT


PART I. Financial Information
Item 1. Consolidated Financial Statements (unaudited)			3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			36
Item 3. Quantitative and Qualitative Disclosures about Market Risk			56
Item 4. Controls and Procedures			58
PART II. Other Information
Item 1. Legal Proceedings			60
Item 1A. Risk Factors			60
Item 6. Exhibits			61

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (unaudited)

ELLINGTON RESIDENTIAL MORTGAGE REIT

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2023		December 31, 2022
(In thousands except for share amounts)
ASSETS
Cash and cash equivalents	$	43,713	$	34,816
Mortgage-backed securities, at fair value(1)	920,714		893,301
Other investments, at fair value	510		208
Due from brokers	17,031		18,824
Financial derivatives–assets, at fair value	70,518		68,770
Reverse repurchase agreements	12,191		499
Receivable for securities sold	14,528		33,452
Interest receivable	4,138		3,326
Other assets	646		436
Total Assets	$	1,083,989	$	1,053,632
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Repurchase agreements	$	875,030	$	842,455
Payable for securities purchased	30,725		42,199
Due to brokers	49,787		45,666
Financial derivatives–liabilities, at fair value	2,481		3,119
U.S. Treasury securities sold short, at fair value	1,957		498
Dividend payable	1,150		1,070
Accrued expenses	1,386		1,097
Management fee payable to affiliate	439		423
Interest payable	4,337		4,696
Total Liabilities	967,292		941,223
SHAREHOLDERS' EQUITY
Preferred shares, par value $0.01 per share, 100,000,000 shares authorized; (0 shares issued and outstanding, respectively)	—		—
Common shares, par value $0.01 per share, 500,000,000 shares authorized; (14,378,193 and 13,377,840 shares issued and outstanding, respectively)	144		134
Additional paid-in-capital	248,355		240,940
Accumulated deficit	(131,802)		(128,665)
Total Shareholders' Equity	116,697		112,409
Total Liabilities and Shareholders' Equity	$	1,083,989	$	1,053,632

(1)Includes assets pledged as collateral to counterparties. See Note 6 for additional details on the Company's borrowings and related collateral.

See Notes to Consolidated Financial Statements

ELLINGTON RESIDENTIAL MORTGAGE REIT

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three-Month Period Ended				Six-Month Period Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
(In thousands except for per share amounts)
INTEREST INCOME (EXPENSE)
Interest income	$	10,070	$	9,087	$	19,408	$	15,622
Interest expense	(11,686)		(1,972)		(21,396)		(3,075)
Total net interest income	(1,616)		7,115		(1,988)		12,547
EXPENSES
Management fees to affiliate	439		447		872		947
Professional fees	407		211		649		417
Compensation expense	187		191		368		353
Insurance expense	95		101		194		200
Other operating expenses	372		356		722		710
Total expenses	1,500		1,306		2,805		2,627
OTHER INCOME (LOSS)
Net realized gains (losses) on securities	(11,580)		(15,464)		(26,706)		(29,634)
Net realized gains (losses) on financial derivatives	24,227		30,477		25,970		45,830
Change in net unrealized gains (losses) on securities	(1,780)		(28,134)		26,168		(78,649)
Change in net unrealized gains (losses) on financial derivatives	(6,548)		(3,428)		(17,099)		24,326
Total other income (loss)	4,319		(16,549)		8,333		(38,127)
NET INCOME (LOSS)	$	1,203	$	(10,740)	$	3,540	$	(28,207)
NET INCOME (LOSS) PER COMMON SHARE:
Basic and Diluted	$	0.09	$	(0.82)	$	0.26	$	(2.15)

See Notes to Consolidated Financial Statements

ELLINGTON RESIDENTIAL MORTGAGE REIT

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)


	Common Shares	Common Shares, par value		Preferred Shares	Preferred Shares, par value		Additional Paid-in-Capital		Accumulated (Deficit) Earnings		Total
(In thousands except for share amounts)
BALANCE, December 31, 2022	13,377,840	$	134	—	$	—	$	240,940	$	(128,665)	$	112,409
Common shares issued(1)	455,671	4					3,487				3,491
Share based compensation							45				45
Forfeiture of common shares to satisfy tax withholding obligations	(3,108)	—					—				—
Dividends declared(2)									(3,305)		(3,305)
Net income (loss)									2,337		2,337
BALANCE, March 31, 2023	13,830,403	138		—	—		244,472		(129,633)		114,977
Common shares issued(1)	547,790	6					3,802				3,808
Share based compensation							81				81
Dividends declared(2)									(3,372)		(3,372)
Net income (loss)									1,203		1,203
BALANCE, June 30, 2023	14,378,193	$	144	—	$	—	$	248,355	$	(131,802)	$	116,697

BALANCE, December 31, 2021	13,109,926	$	131	—	$	—	$	238,865	$	(84,771)	$	154,225
Share based compensation							76				76
Dividends declared(2)									(3,933)		(3,933)
Net income (loss)									(17,467)		(17,467)
BALANCE, March 31, 2022	13,109,926	131		—	—		238,941		(106,171)		132,901
Share based compensation							75				75
Repurchase of common shares	(30,532)	—					(200)				(200)
Dividends declared(2)									(3,406)		(3,406)
Net income (loss)									(10,740)		(10,740)
BALANCE, June 30, 2022	13,079,394	$	131	—	$	—	$	238,816	$	(120,317)	$	118,630

(1)Net of discounts and commissions and offering costs.

(2)For the three-month period ended June 30, 2023 and 2022, dividends totaling $0.24 and $0.26, respectively, per common share outstanding, were declared. For the six-month periods ended June 30, 2023 and 2022, dividends totaling $0.48 and $0.56, respectively, per common share outstanding, were declared.

See Notes to Consolidated Financial Statements

ELLINGTON RESIDENTIAL MORTGAGE REIT

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six-Month Period Ended
	June 30, 2023		June 30, 2022
(In thousands)
Cash flows provided by (used in) operating activities:
Net income (loss)	$	3,540	$	(28,207)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Net realized (gains) losses on securities	26,706		29,634
Change in net unrealized (gains) losses on securities	(26,168)		78,649
Net realized (gains) losses on financial derivatives	(25,970)		(45,830)
Change in net unrealized (gains) losses on financial derivatives	17,099		(24,326)
Amortization of premiums and accretion of discounts, net	1,382		2,347
Share based compensation	126		151
(Increase) decrease in assets:
Interest receivable	(812)		1,495
Other assets	(171)		(191)
Increase (decrease) in liabilities:
Accrued expenses	230		13
Interest payable	(359)		429
Management fees payable to affiliate	16		(134)
Net cash provided by (used in) operating activities	(4,381)		14,030
Cash flows provided by (used in) investing activities:
Purchases of securities	(1,088,817)		(1,575,390)
Proceeds from sale of securities	1,019,477		1,421,966
Principal repayments of mortgage-backed securities	46,618		120,047
Proceeds from investments sold short	339,797		245,786
Repurchase of investments sold short	(337,801)		(346,644)
Proceeds from disposition of financial derivatives	18,816		59,151
Purchase of financial derivatives	(12,163)		(13,653)
Payments made on reverse repurchase agreements	(1,977,897)		(6,907,422)
Proceeds from reverse repurchase agreements	1,966,205		7,013,921
Due from brokers, net	(98)		4,798
Due to brokers, net	7,317		16,593
Net cash provided by (used in) investing activities	(18,546)		39,153

See Notes to Consolidated Financial Statements


ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


	Six-Month Period Ended
	June 30, 2023		June 30, 2022
Cash flows provided by (used in) financing activities:
Net proceeds from the issuance of common shares(1)	$	7,360	$	—
Offering costs paid	(41)		(33)
Repurchase of common shares	—		(200)
Dividends paid	(6,597)		(7,604)
Borrowings under repurchase agreements	2,735,552		2,395,320
Repayments of repurchase agreements	(2,702,977)		(2,509,816)
Due from brokers, net	1,413		37,434
Due to brokers, net	(2,886)		160
Cash provided by (used in) financing activities	31,824		(84,739)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	8,897		(31,556)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	34,816		69,028
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	43,713	$	37,472
Supplemental disclosure of cash flow information:
Interest paid	$	21,755	$	2,647
Dividends payable	1,150		1,046

(1)Net of discount and commissions.

See Notes to Consolidated Financial Statements

ELLINGTON RESIDENTIAL MORTGAGE REIT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(UNAUDITED)

1. Organization and Investment Objective

Ellington Residential Mortgage REIT, or "EARN," was formed as a Maryland real estate investment trust, or "REIT," on August 2, 2012, and commenced operations on September 25, 2012. EARN conducts its business through its wholly owned subsidiaries, EARN OP GP LLC, or the "General Partner," and Ellington Residential Mortgage LP, or the "Operating Partnership," which were formed as a Delaware limited liability company and a Delaware limited partnership, respectively, on July 31, 2012 and commenced operations on September 25, 2012. The Operating Partnership conducts its business of acquiring, investing in, and managing residential mortgage- and real estate-related assets through its wholly owned subsidiaries. EARN, the General Partner, the Operating Partnership, and their consolidated subsidiaries are hereafter defined as the "Company."

Ellington Residential Mortgage Management LLC, or the "Manager," serves as the Manager of the Company pursuant to the terms of the Fifth Amended and Restated Management Agreement, or the "Management Agreement." The Manager is an affiliate of Ellington Management Group, L.L.C., or "EMG," an investment management firm that is an SEC-registered investment adviser with a 28-year history of investing in a broad spectrum of mortgage-backed securities and related derivatives, with an emphasis on the residential mortgage-backed securities, or "RMBS," market. In accordance with the terms of the Management Agreement and the Services Agreement (as described in Note 9), the Manager is responsible for administering the Company's business activities and day-to-day operations, and performs certain services, subject to oversight by the Board of Trustees. See Note 9 for further information on the Management Agreement.

The Company acquires and manages RMBS, for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or "Agency RMBS," and RMBS that do not carry such guarantees, or "non-Agency RMBS," such as RMBS backed by prime jumbo, Alternative A-paper, manufactured housing, and subprime residential mortgage loans. Agency RMBS include both Agency pools and Agency collateralized mortgage obligations, or "CMOs," and non-Agency RMBS primarily consist of non-Agency CMOs, both investment grade and non-investment grade. The Company may also acquire and manage CMBS, mortgage servicing rights, credit risk transfer securities, residential mortgage loans, and other mortgage- and real estate-related assets. The Company may also invest in other instruments including, but not limited to, forward-settling To-Be-Announced Agency pass-through certificates, or "TBAs," interest rate swaps and swaptions, U.S. Treasury securities, Eurodollar and U.S. Treasury futures, other financial derivatives, and cash equivalents. The Company's targeted investments may range from unrated first loss securities to AAA senior securities.

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or "the Code," and conducts its operations to qualify and be taxed as a REIT. As a REIT, the Company is required to distribute annually at least 90% of its taxable income. As long as the Company continues to qualify as a REIT, it will not be subject to U.S. federal corporate taxes on its taxable income to the extent that it distributes all of its annual taxable income to its shareholders within the time limits prescribed by the Code. It is the intention of the Company to distribute at least 100% of its taxable income, after application of available tax attributes, within the time limits prescribed by the Code, which may extend into the subsequent taxable year.

2. Significant Accounting Policies

(A) Basis of Presentation: The Company's unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or "U.S. GAAP," and Regulation S-X. Entities in which the Company has a controlling financial interest, through ownership of the majority of the entities' voting equity interests, or through other contractual rights that give the Company control, are consolidated by the Company. All inter-company balances and transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be material. In management's opinion, all material adjustments considered necessary for a fair statement of the Company's interim consolidated financial statements have been included and are only of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

(B) Valuation: The Company applies ASC 820-10, Fair Value Measurement ("ASC 820-10"), to its holdings of financial instruments. ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1—inputs to the valuation methodology are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Currently, the types of financial instruments the Company generally includes in this category are exchange-traded derivatives and equities;

•Level 2—inputs to the valuation methodology other than quoted prices included in Level 1 are observable for the asset or liability, either directly or indirectly. Currently, the types of financial instruments that the Company generally includes in this category are Agency RMBS, U.S. Treasury securities, certain non-Agency RMBS, and actively traded derivatives such as TBAs, interest rate swaps, swaptions, and other over-the-counter derivatives; and

•Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. Currently, this category includes certain RMBS, such as certain non-Agency RMBS and certain Agency interest only securities, or "IOs," where there is less price transparency.

For certain financial instruments, the various inputs that management uses to measure fair value may fall into different levels of the fair value hierarchy. For each such financial instrument, the determination of which category within the fair value hierarchy is appropriate is based on the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the various inputs that management uses to measure fair value, with the highest priority given to inputs that are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets (Level 1), and the lowest priority given to inputs that are unobservable and significant to the fair value measurement (Level 3). The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company may use valuation techniques consistent with the market and income approaches to measure the fair value of its assets and liabilities. The market approach uses third-party valuations and information obtained from market transactions involving identical or similar assets or liabilities. The income approach uses projections of the future economic benefits of an instrument to determine its fair value, such as in the discounted cash flow methodology. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in these financial instruments. The leveling of each financial instrument is reassessed at the end of each period. Transfers between levels of the fair value hierarchy are assumed to occur at the end of the reporting period.

Summary Valuation Techniques

For financial instruments that are traded in an "active market," the best measure of fair value is the quoted market price. However, many of the Company's financial instruments are not traded in an active market. Therefore, management generally uses third-party valuations when available. If third-party valuations are not available, management uses other valuation techniques, such as the discounted cash flow methodology. The following are summary descriptions, for the various categories of financial instruments, of the valuation methodologies management uses in determining fair value of the Company's financial instruments in such categories. Management utilizes such methodologies to assign a fair value (the estimated price that, in an orderly transaction at the valuation date, would be received to sell an asset, or paid to transfer a liability, as the case may be) to each such financial instrument.

For the Company's RMBS investments and TBAs, management seeks to obtain at least one third-party valuation, and often obtains multiple valuations when available. Management has been able to obtain third-party valuations on the vast majority of these instruments and expects to continue to solicit third-party valuations in the future. Management generally values each financial instrument at the average of third-party valuations received and not rejected as described below. Third-party valuations are not binding, management may adjust the valuations it receives (e.g., downward adjustments for odd lots), and management may challenge or reject a valuation when, based on its validation criteria, management determines that such valuation is unreasonable or erroneous. Furthermore, based on its validation criteria, management may determine that the average of the third-party valuations received for a given instrument does not result in what management believes to be the fair value of such instrument, and in such circumstances management may override this average with its own good faith valuation. The validation criteria may take into account output from management's own models, recent trading activity in the same or similar instruments, and valuations received from third parties. The use of proprietary models requires the use of a significant amount of judgment and the application of various assumptions including, but not limited to, assumptions concerning future prepayment rates and default rates.

Given their relatively high level of price transparency, Agency RMBS pass-throughs and TBAs are typically designated as Level 2 assets. Non-Agency RMBS and Agency interest only and inverse interest only RMBS are generally classified as either Level 2 or Level 3 based on the analysis of available market data and/or third-party valuations. Furthermore, the methodology used by the third-party valuation providers is reviewed at least annually by management, so as to ascertain whether such providers are utilizing observable market data to determine the valuations that they provide.

Interest rate swaps and swaptions are typically valued based on internal models that use observable market data, including applicable interest rates in effect as of the measurement date; the model-generated valuations are then typically compared to counterparty valuations for reasonableness; These financial derivatives are generally designated as Level 2 instruments.

For financial derivatives with greater price transparency, such as CDS on corporate indices, market-standard pricing sources are used to obtain valuations; these financial derivatives are generally classified as Level 2

In valuing its derivatives, the Company also considers the creditworthiness of both the Company and its counterparties, along with collateral provisions contained in each derivative agreement.

The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value. Repurchase agreements and reverse repurchase agreements are classified as Level 2 assets and liabilities based on the adequacy of the collateral and their short term nature.

The Company's valuation process, including the application of validation criteria, is directed by the Manager's Valuation Committee ("Valuation Committee") and overseen by the Company's audit committee. The Valuation Committee includes senior level executives from various departments within the Manager, and each quarter the Valuation Committee reviews and approves the valuations of the Company's investments. The valuation process also includes a monthly review by the Company's third party administrator. The goal of this review is to replicate various aspects of the Company's valuation process based on the Company's documented procedures.

Because of the inherent uncertainty of valuation, the estimated fair value of the Company's financial instruments may differ significantly from the values that would have been used had a ready market for the financial instruments existed, and the differences could be material to the consolidated financial statements.

(C) Accounting for Securities: Purchases and sales of securities are recorded on trade date and realized and unrealized gains and losses are calculated based on identified cost.

The Company has chosen to make a fair value election pursuant to ASC 825-10, Financial Instruments, for its securities portfolio. Electing the fair value option, or "FVO," 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. As such, securities are recorded at fair value on the Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities.

The Company applies the principles of ASU 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13") and evaluates the cost basis of its securities on at least a quarterly basis under ASC 326-30, Financial Instruments—Credit Losses: Available-for-Sale Debt Securities ("ASC 326-30"). When the fair value of a security is less than its amortized cost basis as of the balance sheet date, the security's cost basis is considered impaired. The Company must evaluate the decline in the fair value of the impaired security and determine whether such decline resulted from a credit loss or non-credit related factors. In its assessment of whether a credit loss exists, the Company compares the present value of estimated future cash flows of the impaired security with the amortized cost basis of such security. The estimated future cash flows reflect those that a "market participant" would use and typically include assumptions related to fluctuations in interest rates, prepayment speeds, default rates, collateral performance, and the timing and amount of projected credit losses, as well as incorporating observations of current market developments and events. Cash flows are discounted at an interest rate equal to the current yield used to accrete interest income. If the present value of estimated future cash flows is less than the amortized cost basis of the security, an expected credit loss exists and is included in Unrealized gains (losses) on securities and loans, net, on the Consolidated Statement of Operations. If it is determined as of the financial reporting date that all or a portion of a security's cost basis is not collectible, then the Company will recognize a realized loss to the extent of the adjustment to the security's cost basis. This adjustment to the amortized cost basis of the security is reflected in Net realized gains (losses) on securities, on the Consolidated Statement of Operations.

(D) Interest Income: Coupon interest income on investment securities is accrued based on the outstanding principal balance or notional amount and the current coupon rate on each security. The Company amortizes purchase premiums and accretes purchase discounts on its fixed-income securities. For RMBS that are deemed to be of high credit quality at the time of purchase, premiums and discounts are generally amortized/accreted into interest income over the life of such securities using the effective interest method. For such RMBS whose cash flows vary depending on prepayments, an effective yield retroactive to the time of purchase is periodically recomputed based on actual prepayments and changes in projected prepayment activity, and a catch-up adjustment, or "Catch-up Premium Amortization Adjustment," is made to amortization to reflect the cumulative impact of the change in effective yield.

For RMBS that are deemed not to be of high credit quality at the time of purchase, interest income is recognized based on the effective interest method. For purposes of estimating future expected cash flows, management uses assumptions including, but not limited to, assumptions for future prepayment rates, default rates, and loss severities (each of which may in turn incorporate various macro-economic assumptions, such as future housing prices). These assumptions are re-evaluated not less than quarterly. Changes in estimated future cash flows, as applied to the current amortized cost of the security, may result in a prospective change in the yield/interest income recognized on such securities.

Certain of the Company's debt securities, at the date of acquisition, have experienced or are expected to experience more-than-insignificant deterioration in credit quality since origination. If at the date of acquisition for a particular asset the Company projects a significant difference between contractual cash flows and expected cash flows, it establishes an initial estimate for credit losses as an upward adjustment to the acquisition cost of the asset for the purpose of calculating interest income using the effective yield method.

The Company's accretion of discounts and amortization of premiums on securities for U.S. federal and other tax purposes is likely to differ from the accounting treatment under U.S. GAAP of these items as described above.

(E) Cash and Cash Equivalents: Cash and cash equivalents include cash and short term investments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents typically include amounts held in interest bearing overnight accounts and amounts held in money market funds, and these balances generally exceed insured limits. The Company holds its cash at institutions that it believes to be highly creditworthy.

(F) Due from brokers/Due to brokers: Due from brokers and Due to brokers accounts on the Consolidated Balance Sheet include collateral transferred to or received from counterparties, including clearinghouses, along with receivables and payables for open and/or closed derivative positions.

(G) Financial Derivatives: The Company enters into various types of financial derivatives subject to its investment guidelines, which include restrictions associated with maintaining its qualification as a REIT. The Company's financial derivatives are predominantly subject to bilateral master trade agreements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Company may be required to deliver or may receive cash or securities as collateral upon entering into derivative transactions. In addition, changes in the relative value of financial derivative transactions may require the Company or the counterparty to post or receive additional collateral. In the case of cleared financial derivatives, the clearinghouse becomes the Company's counterparty and a futures commission merchant acts as intermediary between the Company and the clearinghouse with respect to all facets of the related transaction, including the posting and receipt of required collateral. Collateral received by the Company is reflected on the Consolidated Balance Sheet as "Due to Brokers." Conversely, collateral posted by the Company is reflected as "Due from Brokers" on the Consolidated Balance Sheet. The types of financial derivatives that have been utilized by the Company to date include interest rate swaps, TBAs, swaptions, and futures.

Swaps: The Company enters into various types of swaps including interest rate swaps and credit default swaps. The primary risk associated with the Company's interest rate swap activity is interest rate risk. The primary risk associated with the Company's credit default swaps and total return swaps is credit risk. The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives.

Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time.

A credit default swap is a contract under which one party agrees to compensate another party for the financial loss associated with the occurrence of a "credit event" in relation to a "reference amount" or notional value of a "reference asset" (usually a bond, loan, or an index or basket of bonds or loans). The definition of a credit event may vary from contract to contract. A credit event may occur (i) when the reference asset (or underlying asset, in the case of a reference asset that is an index or basket) fails to make scheduled principal or interest payments to its holders, (ii) with respect to credit default swaps

referencing mortgage/asset-backed securities and indices, when the reference asset (or underlying asset, in the case of a reference asset that is an index or basket) is downgraded below a certain rating level, or (iii) with respect to credit default swaps referencing corporate entities and indices, upon an event of default of the obligor of the reference asset (or underlying obligor, in the case of a reference asset that is an index).

Swaps change in value with movements in interest rates or total return of the reference securities. During the term of swap contracts, changes in value are recognized as unrealized gains or losses on the Consolidated Statement of Operations. When a contract is terminated, the Company realizes a gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Company's basis in the contract, if any. Periodic payments or receipts required by swap agreements are recorded as unrealized gains or losses when accrued and realized gains or losses when received or paid. Upfront payments paid and/or received by the Company to open swap contracts are recorded as an asset and/or liability on the Consolidated Balance Sheet and are recorded as a realized gain or loss on the termination date.

TBA Securities: The Company transacts in the forward settling TBA market. A TBA position is a forward contract for the purchase ("long position") or sale ("short position") of Agency RMBS at a predetermined price, face amount, issuer, coupon, and maturity on an agreed-upon future delivery date. For each TBA contract and delivery month, a uniform settlement date for all market participants is determined by the Securities Industry and Financial Markets Association. The specific Agency RMBS to be delivered into the contract at the settlement date are not known at the time of the transaction. The Company typically does not take delivery of TBAs, but rather enters into offsetting transactions and settles the associated receivable and payable balances with its counterparties. The Company uses TBAs to mitigate interest rate risk, usually by taking short positions. The Company also invests in TBAs as a means of acquiring additional exposure to Agency RMBS, or for speculative purposes, including holding long positions.

TBAs are accounted for by the Company as financial derivatives. The difference between the contract price and the fair value of the TBA position as of the reporting date is included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Upon settlement of the TBA contract, the realized gain (loss) on the TBA contract is equal to the net cash amount received (paid).

Options: The Company enters into swaption contracts. It may purchase or write put, call, straddle, or other similar options contracts. The Company enters into options contracts primarily to help mitigate interest rate risk. When the Company purchases an options contract, the option asset is initially recorded at an amount equal to the premium paid, if any, and is subsequently marked-to-market. Premiums paid for purchasing options contracts that expire unexercised are recognized on the expiration date as realized losses. If an options contract is exercised, the premium paid is subtracted from the proceeds of the sale or added to the cost of the purchase to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company writes an options contract, the option liability is initially recorded at an amount equal to the premium received, if any, and is subsequently marked-to-market. Premiums received for writing options contracts that expire unexercised are recognized on the expiration date as realized gains. If an options contract is exercised, the premium received is subtracted from the cost of the purchase or added to the proceeds of the sale to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company enters into a closing transaction, the Company will realize a gain or loss depending upon whether the amount from the closing transaction is greater or less than the premiums paid or received. In general, the Company's options contracts contain forward-settling premiums. In this case, no money is exchanged upfront; instead, the agreed-upon premium is paid by the buyer upon expiration of the options contract, regardless of whether or not the options contract is exercised. Unrealized gains or (losses) resulting from the options contract being marked-to-market are included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Realized gains or (losses) are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations.

Futures Contracts: The Company enters into futures contract, typically U.S. Treasury futures contracts. A futures contract is an exchange-traded agreement to buy or sell an asset for a set price on a future date. Initial margin deposits are made upon entering into futures contracts and can be either in the form of cash or securities. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by marking-to-market to reflect the current market value of the contract. Unrealized gains or (losses) are included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Variation margin payments are made or received periodically, depending upon whether unrealized losses or gains are incurred. When the contract is closed, the Company records a realized gain or loss equal to the difference between the proceeds of the closing transaction and the Company's basis in the contract. Realized gains or (losses) are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations.

Financial derivative assets are included in Financial derivatives–assets, at fair value on the Consolidated Balance Sheet while financial derivative liabilities are included in Financial derivatives–liabilities, at fair value on the Consolidated Balance

Sheet. The Company has chosen to elect the FVO for its financial derivatives. Electing the FVO 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. Changes in unrealized gains and losses on financial derivatives are included in Change in net unrealized gains (losses) on financial derivatives, on the Consolidated Statement of Operations. Realized gains and losses on financial derivatives are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations.

(H) Repurchase Agreements: The Company enters into repurchase agreements with third-party broker-dealers, whereby it sells securities under agreements to repurchase at an agreed upon price and date. The Company accounts for repurchase agreements as collateralized borrowings, with the initial sale price representing the amount borrowed, and with the future repurchase price consisting of the amount borrowed plus interest, at the implied interest rate of the repurchase agreement, on the amount borrowed over the term of the repurchase agreement. The interest rate on a repurchase agreement is based on competitive market rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. When the Company enters into a repurchase agreement, the lender establishes and maintains an account containing cash and/or securities having a value not less than the repurchase price, including accrued interest, of the repurchase agreement. Repurchase agreements are carried at their contractual amounts, which approximate fair value due to their short-term nature.

(I) Reverse Repurchase Agreements: The Company enters into reverse repurchase agreement transactions with third-party broker-dealers, whereby it purchases securities under agreements to resell at an agreed upon price and date. The interest rate on a reverse repurchase agreement is based on competitive market rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. Reverse repurchase agreements are carried at their contractual amounts, which approximate fair value due to their short-term nature.

Repurchase and reverse repurchase agreements that are conducted with the same counterparty can be reported on a net basis if they meet the requirements of ASC 210-20, Balance Sheet Offsetting. There are currently no repurchase and reverse repurchase agreements reported on a net basis in the Company's consolidated financial statements.

(J) Securities Sold Short: The Company may purchase or engage in short sales of U.S. Treasury securities to mitigate the potential impact of changes in interest rates on the performance of its portfolio. When the Company sells securities short, it typically satisfies its security delivery settlement obligation by borrowing or purchasing the security sold short from the same or a different counterparty. When borrowing a security sold short from a counterparty, the Company generally is required to deliver cash or securities to such counterparty as collateral for the Company's obligation to return the borrowed security.

The Company has chosen to make the fair value election pursuant to ASC 825-10, Financial Instruments, for its securities sold short. Electing the FVO 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. As such, securities sold short are recorded at fair value on the Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities. A realized gain or loss will be recognized upon the termination of a short sale if the market price is less or greater than the original sale price. Such realized gain or loss is recorded on the Company's Consolidated Statement of Operations in Net realized gains (losses) on securities.

(K) Offering Costs/Deferred Offering Costs/Underwriters' Discounts: Offering costs, underwriters' discounts and commissions and fees, are charged against shareholders' equity within Additional paid-in-capital. Offering costs typically include legal, accounting, and other fees associated with the cost of raising equity capital.

(L) Share Based Compensation: The Company applies the provisions of ASC 718, Compensation—Stock Compensation ("ASC 718"), with regard to its equity incentive plans. ASC 718 covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. ASC 718 requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured based on the fair value, at the grant date, of the equity or liability instruments issued and is amortized over the vesting period. Restricted shares issued to the Company's independent trustees and partially dedicated personnel are participating securities and receive dividends prior to vesting. Fair value for such awards is based on the closing stock price on the New York Stock Exchange at the grant date. The vesting period for restricted share awards is typically one to two years. Shares issued to the Company's independent trustees and partially dedicated personnel are subject to tax withholding upon vesting. The Company's independent trustees and partially dedicated personnel are permitted to forfeit a portion of their vested shares to pay such withholding tax. Forfeited shares decrease the total number of shares issued and outstanding and are immediately retired upon settlement.

(M) Dividends: Dividends payable are recorded on the declaration date.

(N) Expenses: Expenses are recognized as incurred on the Consolidated Statement of Operations.

(O) Earnings Per Share: In accordance with the provisions of ASC 260, Earnings per Share, the Company calculates basic income (loss) per share by dividing net income (loss) for the period by the weighted average of the Company's common shares outstanding for that period. Diluted income (loss) per share takes into account the effect of dilutive instruments, such as share options and warrants, and 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.

(P) Share Repurchases: Common shares that are repurchased by the Company subsequent to issuance are immediately retired upon settlement and decrease the total number of shares issued and outstanding. The cost of such share repurchases is charged against Additional paid-in-capital on the Company's Consolidated Balance Sheet.

(Q) Income Taxes: The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code. As a REIT, the Company is generally not subject to corporate-level federal and state income tax on net income it distributes to its shareholders within the prescribed timeframes. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including distributing at least 90% of its annual taxable income to shareholders. Even if the Company qualifies as a REIT, it may be subject to certain federal, state, local and foreign taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. 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.

The Company follows the authoritative guidance on accounting for and disclosure of uncertainty on tax positions, which requires management to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For uncertain tax positions, the tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company did not have any unrecognized tax benefits resulting from tax positions related to the current period or its open tax years (2019, 2020, 2021, and 2022). In the normal course of business, the Company may be subject to examination by federal, state, local, and foreign jurisdictions, where applicable, for the current period and its open tax years. The Company may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any of such positions, the Company might be found to have a tax liability that has not been recorded in the accompanying consolidated financial statements. Also, management's conclusions regarding the authoritative guidance may be subject to review and adjustment at a later date based on changing tax laws, regulations, and interpretations thereof. There were no amounts accrued for penalties or interest as of or during the periods presented in these consolidated financial statements.

3. Mortgage-Backed Securities

The following tables present details of the Company's mortgage-backed securities portfolio at June 30, 2023 and December 31, 2022. The Company's Agency RMBS include mortgage pass-through certificates and CMOs representing interests in or obligations backed by pools of residential mortgage loans issued or guaranteed by a U.S. government agency or government-sponsored enterprise, or "GSE." The non-Agency RMBS portfolio is not issued or guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, or any agency of the U.S. Government and is therefore subject to greater credit risk.

By RMBS Type

June 30, 2023:


($ in thousands)			Unamortized Premium (Discount)				Gross Unrealized						Weighted Average
	Current Principal				Amortized Cost		Gains		Losses		Fair Value		Coupon(1)(2)	Yield	Life (Years)(3)
Agency RMBS:
15-year fixed-rate mortgages	$	32,920	$	187	$	33,107	$	10	$	(1,588)	$	31,529	3.45%	3.15%	3.21
20-year fixed-rate mortgages	11,040		667		11,707		—		(1,686)		10,021		3.16%	1.75%	6.30
30-year fixed-rate mortgages	880,519		(11,496)		869,023		913		(45,566)		824,370		3.93%	3.97%	7.60
Adjustable rate mortgages	7,282		794		8,076		—		(853)		7,223		4.06%	2.34%	4.44
Reverse mortgages	15,521		1,989		17,510		—		(1,625)		15,885		5.45%	2.65%	4.79
Interest only securities	n/a		n/a		6,913		640		(297)		7,256		3.02%	12.16%	6.36
Total Agency RMBS	947,282		(7,859)		946,336		1,563		(51,615)		896,284		3.93%	3.93%	7.35
Non-Agency RMBS:
Principal and interest securities	15,276		(2,674)		12,602		842		(431)		13,013		8.07%	8.88%	9.19
Interest only securities	n/a		n/a		9,065		2,352		—		11,417		0.22%	16.07%	9.12
Total Non-Agency RMBS	15,276		(2,674)		21,667		3,194		(431)		24,430		8.07%	11.89%	9.16
Total RMBS	$	962,558	$	(10,533)	$	968,003	$	4,757	$	(52,046)	$	920,714	4.00%	4.11%	7.39

(1)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.

(2)Total Agency RMBS, total Non-Agency RMBS, and total RMBS weighted average coupon excludes interest only securities.

(3)Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.

December 31, 2022:


($ in thousands)			Unamortized Premium (Discount)				Gross Unrealized						Weighted Average
	Current Principal				Amortized Cost		Gains		Losses		Fair Value		Coupon(1)(2)	Yield	Life (Years)(3)
Agency RMBS:
15-year fixed-rate mortgages	$	47,453	$	1,446	$	48,899	$	—	$	(3,575)	$	45,324	3.23%	2.31%	3.71
20-year fixed-rate mortgages	10,812		696		11,508		—		(1,817)		9,691		2.84%	1.77%	6.72
30-year fixed-rate mortgages	841,823		7,345		849,168		1,316		(68,730)		781,754		3.65%	3.38%	8.38
Adjustable rate mortgages	8,696		899		9,595		—		(932)		8,663		3.58%	2.37%	4.50
Reverse mortgages	17,506		2,153		19,659		—		(1,807)		17,852		4.06%	2.73%	4.70
Interest only securities	n/a		n/a		9,212		581		(480)		9,313		3.89%	10.56%	6.63
Total Agency RMBS	926,290		12,539		948,041		1,897		(77,341)		872,597		3.63%	3.35%	7.99
Non-Agency RMBS:
Principal and interest securities	16,895		(4,481)		12,414		879		(727)		12,566		5.26%	6.65%	7.18
Interest only securities	n/a		n/a		6,289		1,849		—		8,138		0.24%	17.94%	9.58
Total Non-Agency RMBS	16,895		(4,481)		18,703		2,728		(727)		20,704		5.26%	10.45%	8.12
Total RMBS	$	943,185	$	8,058	$	966,744	$	4,625	$	(78,068)	$	893,301	3.66%	3.49%	7.99

(1)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.

(2)Conformed to current period presentation. Total Agency RMBS, total Non-Agency RMBS, and total RMBS weighted average coupon excludes interest only securities.

By Estimated Weighted Average Life

As of June 30, 2023:


($ in thousands)	Agency RMBS						Agency Interest Only Securities
Estimated Weighted Average Life(1)	Fair Value		Amortized Cost		Weighted Average Coupon(2)		Fair Value		Amortized Cost		Weighted Average Coupon(2)
Less than three years	$	32,861	$	33,912	4.43	%	$	476	$	585	4.09	%
Greater than three years and less than seven years	272,549		286,453		4.85	%	2,825		2,580		2.54	%
Greater than seven years and less than eleven years	583,522		618,955		3.51	%	3,955		3,748		3.54	%
Greater than eleven years	96		103		4.00	%	—		—		—	%
Total	$	889,028	$	939,423	3.93	%	$	7,256	$	6,913	3.02	%

(1)Average lives of RMBS are generally shorter than stated contractual maturities.

(2)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.


($ in thousands)	Non-Agency RMBS						Non-Agency IOs
Estimated Weighted Average Life(1)	Fair Value		Amortized Cost		Weighted Average Coupon(2)		Fair Value		Amortized Cost		Weighted Average Coupon(2)
Less than three years	$	2,017	$	2,044	7.22	%	$	—	$	—	—	%
Greater than three years and less than seven years	524		351		5.21	%	—		—		—	%
Greater than seven years and less than eleven years	5,894		6,240		6.77	%	11,417		9,065		0.22	%
Greater than eleven years	4,578		3,967		11.04	%	—		—		—	%
Total	$	13,013	$	12,602	8.07	%	$	11,417	$	9,065	0.22	%

(1)Average lives of RMBS are generally shorter than stated contractual maturities.

(2)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.

As of December 31, 2022:


($ in thousands)	Agency RMBS						Agency Interest Only Securities
Estimated Weighted Average Life(1)	Fair Value		Amortized Cost		Weighted Average Coupon(2)		Fair Value		Amortized Cost		Weighted Average Coupon(2)
Less than three years	$	17,005	$	17,868	3.80	%	$	797	$	882	4.03	%
Greater than three years and less than seven years	204,858		221,291		4.10	%	3,937		3,827		4.13	%
Greater than seven years and less than eleven years	640,207		698,391		3.48	%	4,579		4,503		3.61	%
Greater than eleven years	1,214		1,279		4.50	%	—		—		—	%
Total	$	863,284	$	938,829	3.63	%	$	9,313	$	9,212	3.89	%

(1)Average lives of RMBS are generally shorter than stated contractual maturities.

(2)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.


($ in thousands)	Non-Agency RMBS						Non-Agency IOs
Estimated Weighted Average Life(1)(2)	Fair Value		Amortized Cost		Weighted Average Coupon(3)		Fair Value		Amortized Cost		Weighted Average Coupon(3)
Less than three years	$	2,099	$	2,092	5.67	%	$	—	$	—	—	%
Greater than three years and less than seven years	1,889		1,763		4.67	%	—		—		—	%
Greater than seven years and less than eleven years	7,911		8,559		5.34	%	8,138		6,289		0.24	%
Greater than eleven years	667		—		4.71	%	—		—		—	%
Total	$	12,566	$	12,414	5.26	%	$	8,138	$	6,289	0.24	%

(1)Conformed to current period presentation.

(2)Average lives of RMBS are generally shorter than stated contractual maturities.

(3)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.

The following tables reflect the components of interest income on the Company's RMBS for the three- and six-month period ended June 30, 2023 and 2022:


	Three-Month Period Ended June 30, 2023						Three-Month Period Ended June 30, 2022
($ in thousands)	Coupon Interest		Net Amortization		Interest Income		Coupon Interest		Net Amortization		Interest Income
Agency RMBS	$	9,587	$	(846)	$	8,741	$	8,990	$	(561)	$	8,429
Non-Agency RMBS	735		(130)		605		481		(57)		424
Total	$	10,322	$	(976)	$	9,346	$	9,471	$	(618)	$	8,853


	Six-Month Period Ended June 30, 2023						Six-Month Period Ended June 30, 2022
($ in thousands)	Coupon Interest		Net Amortization		Interest Income		Coupon Interest		Net Amortization		Interest Income
Agency RMBS	$	18,861	$	(1,930)	$	16,931	$	18,214	$	(3,579)	$	14,635
Non-Agency RMBS	1,394		(212)		1,182		903		(189)		714
Total	$	20,255	$	(2,142)	$	18,113	$	19,117	$	(3,768)	$	15,349

For the three-month periods ended June 30, 2023 and 2022, the Catch-up Premium Amortization Adjustment was $(0.4) million and $1.6 million, respectively. For the six-month periods ended June 30, 2023 and 2022, the Catch-up Premium Amortization Adjustment was $(0.7) million and $1.1 million, respectively.

At June 30, 2023, the Company had gross unrealized losses on RMBS of $(52.0) million, of which $(0.3) million relates primarily to adverse changes in estimated future cash flows on Agency IOs. At December 31, 2022, the Company had gross unrealized losses on RMBS of $(78.1) million, of which $(0.2) million relates primarily to adverse changes in estimated future cash flows on Agency IOs, primarily resulting from an increase in expected prepayments.

The Company determined for certain securities that a portion of such securities' cost basis is not collectible; for the three- and six-month periods ended June 30, 2023, the Company recognized realized losses on such securities of $(0.2) million and $(0.4) million, respectively. For each of the three- and six-month periods ended June 30, 2022, the Company recognized a realized loss of $(0.2) million and $(0.5) million. Such realized losses are reflected in Net realized gains (losses) on securities, on the Consolidated Statement of Operations.

4. Valuation

The following tables present the Company's financial instruments measured at fair value on:

June 30, 2023:


(In thousands)
Description	Level 1		Level 2		Level 3		Total
Assets:
Mortgage-backed securities, at fair value:
Agency RMBS:
15-year fixed-rate mortgages	$	—	$	31,529	$	—	$	31,529
20-year fixed-rate mortgages	—		10,021		—		10,021
30-year fixed-rate mortgages	—		824,370		—		824,370
Adjustable rate mortgages	—		7,223		—		7,223
Reverse mortgages	—		15,885		—		15,885
Interest only securities	—		4,311		2,945		7,256
Non-Agency RMBS	—		8,093		16,337		24,430
Mortgage-backed securities, at fair value	—		901,432		19,282		920,714
Other investments, at fair value:
U.S. Treasury Securities	—		284		—		284
Preferred equity securities	226		—		—		226
Total other investments, at fair value	226		284		—		510
Financial derivatives–assets, at fair value:
TBAs	—		793		—		793
Interest rate swaps	—		69,636		—		69,636
Futures	89		—		—		89
Total financial derivatives–assets, at fair value	89		70,429		—		70,518
Total mortgage-backed securities, other investments, and financial derivatives–assets, at fair value	$	315	$	972,145	$	19,282	$	991,742
Liabilities:
U.S. Treasury securities sold short, at fair value	$	—	$	(1,957)	$	—	$	(1,957)
Financial derivatives–liabilities, at fair value:
TBAs	—		(501)		—		(501)
Interest rate swaps	—		(942)		—		(942)
Futures	(657)		—		—		(657)
Credit default swaps	—		(381)		—		(381)
Total financial derivatives–liabilities, at fair value	(657)		(1,824)		—		(2,481)
Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value	$	(657)	$	(3,781)	$	—	$	(4,438)

December 31, 2022:


(In thousands)
Description	Level 1		Level 2		Level 3		Total
Assets:
Mortgage-backed securities, at fair value:
Agency RMBS:
15-year fixed-rate mortgages	$	—	$	45,324	$	—	$	45,324
20-year fixed-rate mortgages	—		9,691		—		9,691
30-year fixed-rate mortgages	—		781,754		—		781,754
Adjustable rate mortgages	—		8,663		—		8,663
Reverse mortgages	—		17,852		—		17,852
Interest only securities	—		5,228		4,085		9,313
Non-Agency RMBS	—		8,870		11,834		20,704
Mortgage-backed securities, at fair value	—		877,382		15,919		893,301
Other investments, at fair value:
Preferred equity securities	208		—		—		208
Total other investments, at fair value	208		—		—		208
Financial derivatives–assets, at fair value:
TBAs	—		3,568		—		3,568
Interest rate swaps	—		65,202		—		65,202
Total financial derivatives–assets, at fair value	—		68,770		—		68,770
Total mortgage-backed securities and financial derivatives–assets, at fair value	$	208	$	946,152	$	15,919	$	962,279
Liabilities:
U.S. Treasury securities sold short, at fair value	$	—	$	(498)	$	—	$	(498)
Financial derivatives–liabilities, at fair value:
TBAs	—		(664)		—		(664)
Interest rate swaps	—		(2,373)		—		(2,373)
Futures	(82)		—		—		(82)
Total financial derivatives–liabilities, at fair value	(82)		(3,037)		—		(3,119)
Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value	$	(82)	$	(3,535)	$	—	$	(3,617)

The following tables present additional information about the Company's investments which are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value.

Three-Month Period Ended June 30, 2023:


(In thousands)	Non-Agency RMBS		Agency RMBS
Beginning balance as of March 31, 2023	$	15,500	$	2,551
Purchases	1,158		—
Proceeds from sales	(4,208)		—
Principal repayments	(42)		(337)
(Amortization)/accretion, net	(45)		(174)
Net realized gains (losses)	(108)		(91)
Change in net unrealized gains (losses)	347		179
Transfers:
Transfers into level 3	3,735		817
Transfers out of level 3	—		—
Ending balance as of June 30, 2023	$	16,337	$	2,945

All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company at June 30, 2023, as well as Level 3 financial instruments disposed of by the Company during the three-month period ended June 30, 2023. For Level 3 financial instruments held by the Company as of June 30, 2023, change in net unrealized gains (losses) of $0.3 million and $0.2 million, for the three-month period ended June 30, 2023 relate to non-Agency RMBS and Agency RMBS, respectively.

At June 30, 2023, the Company transferred $4.6 million of RMBS from Level 2 to Level 3. Transfers between hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.

Three-Month Period Ended June 30, 2022:


(In thousands)	Non-Agency RMBS		Agency RMBS
Beginning balance as of March 31, 2022	$	12,148	$	3,142
Purchases	1,375		—
Proceeds from sales	(1,375)		—
Principal repayments	(33)		—
(Amortization)/accretion, net	—		(146)
Net realized gains (losses)	25		(240)
Change in net unrealized gains (losses)	(688)		163
Transfers:
Transfers into level 3	4,722		671
Transfers out of level 3	—		(895)
Ending balance as of June 30, 2022	$	16,174	$	2,695

All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company as of June 30, 2022, as well as Level 3 financial instruments disposed of by the Company during the three-month period ended June 30, 2022. For Level 3 financial instruments held by the Company as of June 30, 2022, change in net unrealized gains (losses) of $(0.1) million and $0.1 million, for the three-month period ended June 30, 2022 relate to non-Agency RMBS and Agency RMBS, respectively.

At June 30, 2022, the Company transferred $0.9 million of RMBS from Level 3 to Level 2 and $5.4 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.

Six-Month Period Ended June 30, 2023:


(In thousands)	Non-Agency RMBS		Agency RMBS
Beginning balance as of December 31, 2022	$	11,834	$	4,085
Purchases	10,378		—
Proceeds from sales	(1,461)		(1,484)
Principal repayments	(173)		(382)
(Amortization)/accretion, net	(160)		(384)
Net realized gains (losses)	162		(216)
Change in net unrealized gains (losses)	248		200
Transfers:
Transfers into level 3	1,751		1,331
Transfers out of level 3	(6,242)		(205)
Ending balance as of June 30, 2023	$	16,337	$	2,945

All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company at June 30, 2023, as well as Level 3 financial instruments disposed of by the Company during the six-month period ended June 30, 2023. For Level 3 financial instruments held by the Company as of June 30, 2023, change in net unrealized gains (losses) of $0.4 million and $0.3 million, for the six-month period ended June 30, 2023 relate to non-Agency RMBS and Agency RMBS, respectively.

At June 30, 2023, the Company transferred $6.4 million of RMBS from Level 3 to Level 2 and $3.1 million of RMBS from Level 2 to Level 3. Transfers between hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.

Six-Month Period Ended June 30, 2022:


(In thousands)	Non-Agency RMBS		Agency RMBS
Beginning balance as of December 31, 2021	$	7,259	$	5,654
Purchases	7,849		174
Proceeds from sales	(6,502)		—
Principal repayments	(74)		—
(Amortization)/accretion, net	(49)		(956)
Net realized gains (losses)	23		(181)
Change in net unrealized gains (losses)	321		824
Transfers:
Transfers into level 3	7,347		354
Transfers out of level 3	—		(3,174)
Ending balance as of June 30, 2022	$	16,174	$	2,695

All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company as of June 30, 2022, as well as Level 3 financial instruments disposed of by the Company during the six-month period ended June 30, 2022. For Level 3 financial instruments held by the Company as of June 30, 2022, change in net unrealized gains (losses) of $0.3 million and $0.3 million, for the six-month period ended June 30, 2022 relate to non-Agency RMBS and Agency RMBS, respectively.

At June 30, 2022, the Company transferred $3.2 million of RMBS from Level 3 to Level 2 and $7.7 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.

The following tables identify the significant unobservable inputs that affect the valuation of the Company's Level 3 assets and liabilities as of June 30, 2023 and December 31, 2022:

June 30, 2023:


					Range
Description	Fair Value		Valuation Technique	Significant Unobservable Input	Min			Max			Weighted Average(1)
	(In thousands)
Non-Agency RMBS	$	10,145	Market quotes	Non-Binding Third-Party Valuation	$	0.78		$	96.58		$	38.61
	6,192		Discounted Cash Flows
	$	16,337		Yield	6.1		%	16.7		%	9.8		%
				Projected Collateral Prepayments	2.4		%	63.2		%	45.0		%
				Projected Collateral Losses	0.6		%	9.3		%	2.8		%
				Projected Collateral Recoveries	0.0		%	15.0		%	4.5		%
Agency RMBS–Interest Only Securities	$	1,212	Market quotes	Non-Binding Third-Party Valuation	$	3.34		$	17.89		$	6.60
	1,733		Option Adjusted Spread ("OAS")	LIBOR OAS (2)(3)	36			5,076			1,407
	$	2,945		Projected Collateral Prepayments	10.6		%	100.0		%	63.3		%

(1)Averages are weighted based on the fair value of the related instrument.

(2)Shown in basis points.

(3)For the range minimum, the range maximum, and the weighted average of LIBOR OAS, excludes Agency interest only securities with a negative LIBOR OAS, with a total fair value of $0.1 million. Including these securities, the weighted average was 1351 basis points.

December 31, 2022:


					Range
Description	Fair Value		Valuation Technique	Significant Unobservable Input	Min			Max			Weighted Average(1)
	(In thousands)
Non-Agency RMBS	$	10,127	Market quotes	Non-Binding Third-Party Valuation	$	0.75		$	81.42		$	34.63
	1,707		Discounted Cash Flows
	$	11,834		Yield	5.3		%	21.6		%	9.4		%
				Projected Collateral Prepayments	25.1		%	56.9		%	31.1		%
				Projected Collateral Losses	0.0		%	8.7		%	5.7		%
				Projected Collateral Recoveries	1.6		%	15.4		%	11.1		%
Agency RMBS–Interest Only Securities	$	2,362	Market quotes	Non-Binding Third-Party Valuation	$	13.94		$	18.58		$	17.62
	1,723		Option Adjusted Spread ("OAS")	LIBOR OAS (2)(3)	92			5,070			644
	$	4,085		Projected Collateral Prepayments	21.2		%	76.6		%	51.5		%

(1)Averages are weighted based on the fair value of the related instrument.

(2)Shown in basis points.

(3)For the range minimum, the range maximum, and the weighted average of LIBOR OAS, excludes Agency interest only securities with a negative LIBOR OAS, with a total fair value of $3 thousand. Including these securities, the weighted average was 641 basis points.

Third-party non-binding valuations are validated by comparing such valuations to internally generated prices based on the Company's models and, when available, to recent trading activity in the same or similar instruments. For those instruments valued using discounted cash flows, collateral prepayments, losses, recoveries, and scheduled amortization are projected over the remaining life of the collateral and expressed as a percentage of the collateral's current principal balance. For those assets valued using the LIBOR Option Adjusted Spread, or "OAS," valuation methodology, cash flows are projected using the Company's models over multiple interest rate scenarios, and these projected cash flows are then discounted using the LIBOR rates implied by each interest rate scenario. The LIBOR OAS of an asset is then computed as the unique constant yield spread that, when added to all LIBOR rates in each interest rate scenario generated by the model, will equate (a) the expected present value of the projected asset cash flows over all model scenarios to (b) the actual current market price of the asset. LIBOR OAS

is therefore model-dependent. Generally speaking, LIBOR OAS measures the additional yield spread over LIBOR that an asset provides at its current market price after taking into account any interest rate options embedded in the asset.

Material changes in any of the inputs above in isolation could result in a significant change to reported fair value measurements. Fair value measurements are impacted by the interrelationships of these inputs. For example, a higher expectation of collateral prepayments will generally result in a lower expectation of collateral losses. Conversely, higher losses will generally result in lower prepayments.

The following table summarizes the estimated fair value of all other financial instruments not included in the disclosures above as of June 30, 2023 and December 31, 2022:


	June 30, 2023				December 31, 2022
(In thousands)	Fair Value		Carrying Value		Fair Value		Carrying Value

Assets:
Cash and cash equivalents	$	43,713	$	43,713	$	34,816	$	34,816
Due from brokers	17,031		17,031		18,824		18,824
Reverse repurchase agreements	12,191		12,191		499		499
Liabilities:
Repurchase agreements	875,030		875,030		842,455		842,455
Due to brokers	49,787		49,787		45,666		45,666

Cash and cash equivalents includes cash held in interest bearing overnight accounts, for which fair value equals the carrying value, and cash held in money market accounts, which are liquid in nature and for which fair value equals the carrying value; such assets are considered Level 1 assets. Due from brokers and Due to brokers include collateral transferred to or received from counterparties, along with receivables and payables for open and/or closed derivative positions. These receivables and payables are short term in nature and any collateral transferred consists primarily of cash; fair value of these items approximates carrying value and such items are considered Level 1 assets and liabilities. The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value due to their short term nature. Repurchase agreements and reverse repurchase agreements are classified as Level 2 assets and liabilities based on the adequacy of the collateral and their short term nature.

5. Financial Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. Specifically, the Company's primary source of financing is repurchase agreements and the Company enters into financial derivative and other instruments to manage exposure to variable cash flows on portions of its borrowings under those repurchase agreements. Since the interest rates on repurchase agreements typically change with market interest rates such as the Secured Overnight Financing Rate, or "SOFR," the Company is constantly exposed to changing interest rates, which accordingly affects cash flows associated with the Company's borrowings. To mitigate the effect of changes in these interest rates and their related cash flows, the Company may enter into a variety of derivative contracts, including interest rate swaps, futures, swaptions, and TBAs. Additionally, from time to time, the Company may use short positions in U.S. Treasury securities to mitigate its interest rate risk.

The following table details the fair value of the Company's holdings of financial derivatives as of June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
	(In thousands)
Financial derivatives–assets, at fair value:
TBA securities purchase contracts	$	11	$	—
TBA securities sale contracts	782		3,568
Fixed payer interest rate swaps	69,395		65,202
Fixed receiver interest rate swaps	241		—
Futures	89		—
Total financial derivatives–assets, at fair value	70,518		68,770
Financial derivatives–liabilities, at fair value:
TBA securities purchase contracts	(501)		(664)

Fixed payer interest rate swaps	(8)		—
Fixed receiver interest rate swaps	(934)		(2,373)
Futures	(657)		(82)
Credit default swaps	(381)		—
Total financial derivatives–liabilities, at fair value	(2,481)		(3,119)
Total, net	$	68,037	$	65,651

Interest Rate Swaps

The following tables provide information about the Company's fixed payer interest rate swaps as of June 30, 2023 and December 31, 2022:

June 30, 2023:


					Weighted Average
Maturity	Notional Amount		Fair Value		Pay Rate		Receive Rate		Remaining Years to Maturity
	(In thousands)
2024	$	73,693	$	2,106	2.27	%	5.09	%	0.84
2025	60,367		4,678		0.75		5.07		1.81
2026	7,500		97		3.96		5.09		2.94
2027	40,545		1,981		3.01		5.09		4.22
2028	95,147		7,845		2.24		5.08		4.98
2029	49,735		4,532		2.17		5.09		5.76
2030	97,200		7,325		2.50		5.09		6.92
2031	123,515		15,889		1.81		5.08		7.98
2032	104,377		15,516		1.74		5.09		8.63
2033	11,800		15		3.55		5.09		10.01
2037	35,000		2,902		2.85		5.09		14.07
2040	500		176		0.90		5.08		17.32
2041	10,961		3,150		1.33		5.06		18.11
2049	3,564		1,032		1.63		5.06		26.34
2050	780		364		0.64		5.06		27.05
2052	10,000		1,779		2.28		5.09		28.81
Total	$	724,684	$	69,387	2.10	%	5.08	%	6.77

December 31, 2022:


					Weighted Average
Maturity	Notional Amount		Fair Value		Pay Rate		Receive Rate		Remaining Years to Maturity
	(In thousands)
2024	$	76,575	$	2,483	2.23	%	4.37	%	1.33
2025	59,505		4,914		0.82		4.65		2.30
2027	40,545		1,313		3.01		4.30		4.71
2028	56,338		6,210		1.64		4.42		5.60
2029	49,735		4,128		2.17		4.30		6.25
2030	97,200		6,816		2.50		4.30		7.42
2031	124,124		15,689		1.94		4.47		8.48
2032	104,377		14,525		1.74		4.30		9.13
2037	35,000		2,577		2.85		4.30		14.56
2040	500		171		0.90		4.33		17.82
2041	11,227		3,246		1.59		4.46		18.60
2049	3,633		1,058		1.89		4.32		26.83
2050	792		371		0.90		3.91		27.54
2052	10,000		1,701		2.28		4.30		29.31
Total	$	669,551	$	65,202	2.03	%	4.38	%	7.35

The following tables provide information about the Company's fixed receiver interest rate swaps as of June 30, 2023 and December 31, 2022.

June 30, 2023:


					Weighted Average
Maturity	Notional Amount		Fair Value		Pay Rate		Receive Rate		Remaining Years to Maturity
	(In thousands)
2025	$	1,500	$	(9)	5.06	%	4.54	%	1.96
2026	7,500		(75)		5.06		4.06		2.96
2028	70		(2)		5.09		3.45		4.85
2030	13,000		(378)		5.09		3.31		6.76
2032	250		(17)		5.09		2.75		8.85
2033	44,151		(30)		5.09		3.61		9.72
2040	500		(182)		5.09		0.84		17.32
Total	$	66,971	$	(693)	5.09	%	3.60	%	8.26

December 31, 2022:


					Weighted Average
Maturity	Notional Amount		Fair Value		Pay Rate		Receive Rate		Remaining Years to Maturity
	(In thousands)
2032	$	37,009	$	(2,198)	4.30	%	2.79	%	9.56
2040	500		(175)		4.30		0.84		17.82
Total	$	37,509	$	(2,373)	4.30	%	2.77	%	9.67

Futures

The following tables provide information about the Company's futures as of June 30, 2023 and December 31, 2022.

June 30, 2023:


Description	Notional Amount		Fair Value		Remaining Months to Expiration
($ in thousands)
Assets:
Long Contracts:
U.S. Treasury Futures	$	3,300	$	35	2.73
Short Contracts:
U.S. Treasury Futures	(5,400)		54		3.03
Liabilities:


Long Contracts:
U.S. Treasury Futures	55,700		(657)		2.82
Total, net	$	53,600	$	(568)	2.83

December 31, 2022:


Description	Notional Amount		Fair Value		Remaining Months to Expiration
($ in thousands)
Liabilities:
Long Contracts:
U.S. Treasury Futures	$	64,300	$	(79)	2.80
Short Contracts:
U.S. Treasury Futures	(5,400)		(3)		3.00
Total, net	$	58,900	$	(82)	2.81

TBAs

The Company transacts in the forward settling TBA market. Pursuant to these TBA transactions, the Company agrees to purchase or sell, for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date. TBAs are generally liquid, have quoted market prices, and represent the most actively traded class of MBS. The Company uses TBAs to mitigate interest rate risk, usually by taking short positions. The Company also invests in TBAs as a means of acquiring additional exposure to Agency RMBS, or for speculative purposes, including holding long positions.

The Company does not generally take delivery of TBAs; rather, it settles the associated receivable and payable with its trading counterparties on a net basis. Transactions with the same counterparty for the same TBA that result in a reduction of the position are treated as extinguished.

As of June 30, 2023 and December 31, 2022, the Company had outstanding contracts to purchase ("long positions") and sell ("short positions") TBA securities as follows:


	June 30, 2023								December 31, 2022
TBA Securities	Notional Amount(1)		Cost Basis(2)		Market Value(3)		Net Carrying Value(4)		Notional Amount (1)		Cost Basis(2)		Market Value(3)		Net Carrying Value(4)
(In thousands)
Purchase contracts:
Assets	$	17,500	$	17,137	$	17,148	$	11	$	—	$	—	$	—	$	—
Liabilities	99,509		97,774		97,273		(501)		81,759		81,498		80,834		(664)
	117,009		114,911		114,421		(490)		81,759		81,498		80,834		(664)
Sale contracts:
Assets	(243,532)		(217,688)		(216,906)		782		(258,253)		(234,384)		(230,816)		3,568


Total TBA securities, net	$	(126,523)	$	(102,777)	$	(102,485)	$	292	$	(176,494)	$	(152,886)	$	(149,982)	$	2,904

(1)Notional amount represents the principal balance of the underlying Agency RMBS.

(2)Cost basis represents the forward price to be paid (received) for the underlying Agency RMBS.

(3)Market value represents the current market value of the underlying Agency RMBS (on a forward delivery basis) as of period end.

(4)Net carrying value represents the difference between the market value of the TBA contract as of period end and the cost basis and is reported in Financial derivatives-assets at fair value and Financial derivatives-liabilities at fair value on the Consolidated Balance Sheet.

The table below details the average notional values of the Company's financial derivatives, using absolute value of month end notional values, for the six-month period ended June 30, 2023 and the year ended 2022:


Derivative Type	Six-Month Period Ended June 30, 2023		Year Ended December 31, 2022
	(In thousands)
Interest rate swaps	$	738,351	$	653,115
TBAs	353,443		343,695
Futures	66,671		110,415
Credit default swaps	7,143		—

Gains and losses on the Company's financial derivatives for the three- and six-month periods ended June 30, 2023 and 2022 are summarized in the tables below:


	Three-Month Period Ended June 30, 2023
Derivative Type	Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps		Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps		Net Realized Gains (Losses) on Financial Derivatives		Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps		Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps		Change in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps	$	3,942	$	19,703	$	23,645	$	1,118	$	(7,476)	$	(6,358)
TBAs			266		266				2,137		2,137
Futures			334		334				(2,209)		(2,209)
Credit Default Swaps			$	(18)	$	(18)			$	(118)	$	(118)
Total	$	3,942	$	20,285	$	24,227	$	1,118	$	(7,666)	$	(6,548)


	Three-Month Period Ended June 30, 2022
Derivative Type	Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps		Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps		Net Realized Gains (Losses) on Financial Derivatives		Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps		Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps		Change in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps	$	(232)	$	9,339	$	9,107	$	(328)	$	7,973	$	7,645
TBAs			9,075		9,075				(3,022)		(3,022)
Futures			12,295		12,295				(8,051)		(8,051)
Total	$	(232)	$	30,709	$	30,477	$	(328)	$	(3,100)	$	(3,428)


	Six-Month Period Ended June 30, 2023
Derivative Type	Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps		Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps		Net Realized Gains (Losses) on Financial Derivatives		Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps		Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps		Change in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps	$	5,711	$	16,643	$	22,354	$	3,550	$	(17,433)	$	(13,883)
TBAs			3,799		3,799				(2,613)		(2,613)
Futures			(165)		(165)				(485)		(485)
Credit Default Swaps			(18)		(18)				(118)		(118)
Total	$	5,711	$	20,259	$	25,970	$	3,550	$	(20,649)	$	(17,099)


	Six-Month Period Ended June 30, 2022
Derivative Type	Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps		Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps		Net Realized Gains (Losses) on Financial Derivatives		Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps		Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps		Change in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps	$	(848)	$	8,527	$	7,679	$	(371)	$	26,929	$	26,558
TBAs			16,802		16,802				(2,060)		(2,060)
Futures			21,349		21,349				(172)		(172)
Total	$	(848)	$	46,678	$	45,830	$	(371)	$	24,697	$	24,326

At June 30, 2023, the Company purchased protection on credit default swaps on corporate bond indices with a notional value of $25.0 million and a fair value of $(0.4) million; the weighted average remaining maturity on such contracts was 4.98 years.

From time to time, the Company uses short positions in U.S. Treasury positions as a component of its interest rate hedging portfolio. As of June 30, 2023, the Company held short positions in U.S. Treasury securities, with a principal amount of $2.0 million and a fair value of $2.0 million. As of December 31, 2022, the Company held short positions in U.S. Treasury securities, with a principal amount of $0.5 million and a fair value of $0.5 million.

6. Borrowings under Repurchase Agreements

The Company enters into repurchase agreements. A repurchase agreement involves the sale of an asset to a counterparty together with a simultaneous agreement to repurchase the transferred asset or similar asset from such counterparty at a future date. The Company accounts for its repurchase agreements as collateralized borrowings, with the transferred assets effectively serving as collateral for the related borrowing. The Company's repurchase agreements typically range in term from 30 to 364 days. The principal economic terms of each repurchase agreement—such as loan amount, interest rate, and maturity date—are typically negotiated on a transaction-by-transaction basis. Other terms and conditions, such as relating to events of default, are typically governed under the Company's master repurchase agreements. Absent an event of default, the Company maintains beneficial ownership of the transferred securities during the term of the repurchase agreement and receives the related principal and interest payments. Interest rates on these borrowings are generally fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is paid at the termination of the repurchase agreement at which time the Company may enter into a new repurchase agreement at prevailing market rates with the same counterparty, repay that counterparty and possibly negotiate financing terms with a different counterparty, or choose to no longer finance the related asset. In response to a decline in the fair value of the transferred securities, whether as a result of changes in market conditions, security paydowns, or other factors, repurchase agreement counterparties will typically make a margin call, whereby the Company will be required to post additional securities and/or cash as collateral with the counterparty in order to re-establish the agreed-upon collateralization requirements. In the event of increases in fair value of the transferred securities, the Company generally can require the counterparty to post collateral with it in the form of cash or securities. The Company is generally permitted to sell or re-pledge any securities posted by the counterparty as collateral; however, upon termination of the repurchase agreement, or other circumstance in which the counterparty is no longer required to post such margin, the Company must return to the counterparty the same security that had been posted. The contractual amount (loan amount) of the Company's repurchase agreements approximates fair value, based on the short-term nature of the debt and the adequacy of the collateral.

At any given time, the Company seeks to have its outstanding borrowings under repurchase agreements with several different counterparties in order to reduce the exposure to any single counterparty. As of June 30, 2023 and December 31, 2022, the Company had outstanding borrowings under repurchase agreements with 18 and 16 counterparties, respectively.

The following table details the Company's outstanding borrowings under repurchase agreements as of June 30, 2023 and December 31, 2022:


	June 30, 2023					December 31, 2022
			Weighted Average					Weighted Average
Remaining Days to Maturity	Borrowings Outstanding		Interest Rate		Remaining Days to Maturity	Borrowings Outstanding		Interest Rate		Remaining Days to Maturity
Agency RMBS:	(In thousands)					(In thousands)
30 days or less	$	665,056	5.27	%	13	$	559,178	4.00	%	14
31-60 days	154,152		5.25		47	207,066		2.68		43
61-90 days	2,850		5.56		63	61,492		4.00		73
121-150 days	29,780		5.26		136	—		—		—
Total Agency RMBS	851,838		5.27		24	827,736		3.67		26
Non-Agency RMBS:
30 days or less	2,504		6.74		9	4,748		5.33		4
31-60 days	5,116		5.73		52	3,503		5.88		48
61-90 days	5,768		7.28		77	6,468		5.73		66
Total Non-Agency RMBS	13,388		6.59		54	14,719		5.64		42
U.S. Treasury Securities
30 days or less	9,804		5.29		3	—		—		—
Total U.S. Treasury Securities	9,804		5.29		3	—		—		—
Total	$	875,030	5.29	%	24	$	842,455	3.70	%	26

Repurchase agreements involving underlying investments that the Company sold prior to period end, for settlement following period end, are shown using their contractual maturity dates even though such repurchase agreements may be expected to be terminated early upon settlement of the sale of the underlying investment.

As of both June 30, 2023 and December 31, 2022, the fair value of securities transferred as collateral under outstanding borrowings under repurchase agreements was $0.9 billion. Collateral transferred under outstanding borrowings under repurchase agreements as of December 31, 2022, includes RMBS in the amount of $33.0 million, that were sold prior to period end but for which such sale had not yet settled. In addition as of June 30, 2023 and December 31, 2022, the Company was posting to repurchase agreement counterparties net cash collateral of $11.7 million and $10.3 million, respectively, as a result of margin calls with various repurchase agreement counterparties.

Amount at risk represents the excess, if any, for each counterparty of the fair value of collateral held by such counterparty over the amounts outstanding under repurchase agreements. There was no counterparty for which the amount at risk was greater than 10% of shareholders' equity as of either June 30, 2023 or December 31, 2022.

7. Offsetting of Assets and Liabilities

The Company records certain financial instruments at fair value as described in Note 2. In connection with its financial derivatives, repurchase agreements, and related trading agreements, the Company and its counterparties are required to pledge collateral. Cash or other collateral is exchanged as required with each of the Company's counterparties in connection with open derivative positions and repurchase agreements.

The following tables present information about certain assets and liabilities representing financial instruments as of June 30, 2023 and December 31, 2022. The Company has not previously entered into master netting agreements with any of its counterparties. Certain of the Company's repurchase and reverse repurchase agreements and financial derivative transactions are governed by underlying agreements that generally provide a right of net settlement, as well as a right of offset in the event of default or in the event of a bankruptcy of either party to the transaction.

June 30, 2023:


Description	Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet(1)		Financial Instruments Available for Offset		Financial Instruments Transferred or Pledged as Collateral(2)(3)		Cash Collateral (Received) Pledged(2)(3)		Net Amount
(In thousands)
Assets:
Financial derivatives–assets	$	70,518	$	(1,684)	$	—	$	(68,516)	$	318
Reverse repurchase agreements	12,191		(10,130)		(2,061)		—		—
Liabilities:
Financial derivatives–liabilities	(2,481)		1,684		—		796		(1)
Repurchase agreements	(875,030)		10,130		853,156		11,744		—

(1)In the Company's Consolidated Balance Sheet, all balances associated with repurchase and reverse repurchase agreements and financial derivatives are presented on a gross basis.

(2)For the purpose of this presentation, for each row the total amount of financial instruments transferred or pledged and cash collateral (received) or pledged may not exceed the applicable gross amount of assets or (liabilities) as presented here. Therefore, the Company has reduced the amount of financial instruments transferred or pledged as collateral related to the Company's repurchase agreements and cash collateral pledged on the Company's financial derivative assets and liabilities. Total financial instruments transferred or pledged as collateral on the Company's repurchase agreements as of June 30, 2023 were $0.9 billion. As of June 30, 2023, total cash collateral (received) pledged on financial derivative assets and financial derivative liabilities excludes $(14.5) million and $6.0 million, of net excess cash collateral.

(3)When collateral is pledged to or pledged by a counterparty, it is often pledged or posted with respect to all positions with such counterparty, and in such cases such collateral cannot be specifically identified as relating to a particular asset or liability. As a result, in preparing the above table, the Company has made assumptions in allocating pledged or posted collateral among the various rows.

December 31, 2022:


Description	Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet(1)		Financial Instruments Available for Offset		Financial Instruments Transferred or Pledged as Collateral(2)(3)		Cash Collateral (Received) Pledged(2)(3)		Net Amount
(In thousands)
Assets:
Financial derivatives–assets	$	68,770	$	(2,995)	$	—	$	(41,453)	$	24,322
Reverse repurchase agreements	499		(499)		—		—		—
Liabilities:
Financial derivatives–liabilities	(3,119)		2,995		—		—		(124)
Repurchase agreements	(842,455)		499		831,685		10,271		—

(1)In the Company's Consolidated Balance Sheet, all balances associated with repurchase and reverse repurchase agreements and financial derivatives are presented on a gross basis.

(2)For the purpose of this presentation, for each row the total amount of financial instruments transferred or pledged and cash collateral (received) or pledged may not exceed the applicable gross amount of assets or (liabilities) as presented here. Therefore, the Company has reduced the amount of financial instruments transferred or pledged as collateral related to the Company's repurchase agreements and cash collateral pledged on the Company's financial derivative assets and liabilities. Total financial instruments transferred or pledged as collateral on the Company's repurchase agreements as of December 31, 2022 were $882.0 million. As of December 31, 2022, total cash collateral on financial derivative assets excludes $4.3 million of net excess cash collateral.

8. Earnings Per Share

Basic earnings per share, or "EPS," is calculated by dividing net income (loss) for the period by the weighted average of the Company's common shares outstanding for the period. Diluted EPS takes into account the effect of outstanding dilutive instruments, such as share options and warrants, if any, and 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 June 30, 2023 and December 31, 2022, the Company did not have any dilutive instruments outstanding.

The following table presents a reconciliation of the earnings/(losses) and shares used in calculating basic EPS for the three- and six-month periods ended June 30, 2023 and 2022:


	Three-Month Period Ended				Six-Month Period Ended
(In thousands except for share amounts)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Numerator:
Net income (loss)	$	1,203	$	(10,740)	$	3,540	$	(28,207)
Denominator:
Basic and diluted weighted average shares outstanding	13,935,821		13,106,585		13,802,007		13,108,246
Basic and diluted earnings per share	$	0.09	$	(0.82)	$	0.26	$	(2.15)

9. Related Party Transactions

Management Agreement

The Company is party to the Management Agreement, which has a current term that expires on September 24, 2023, and has been, and is expected to be, renewed automatically each year thereafter for an additional one-year period, subject to certain termination rights. The Company is externally managed and advised by the Manager. Pursuant to the terms of the Management Agreement, the Manager provides the Company with its management team, including its officers, and appropriate support personnel. The Company does not have any employees. The Manager is responsible for the day-to-day operations of the Company.

The Manager receives an annual management fee in an amount equal to 1.50% per annum of shareholders' equity (as defined in the Management Agreement) as of the end of each fiscal quarter (before deductions for any management fee with respect to such fiscal period). The management fee is payable quarterly in arrears. For each of the three-month periods ended June 30, 2023 and 2022, the total management fee incurred was $0.4 million. For each of the six-month periods ended June 30, 2023 and 2022, the total management fee incurred was $0.9 million.

Services Agreement

The Manager and EMG are parties to a services agreement, pursuant to which EMG is required to provide to the Manager sufficient personnel, services, and resources to enable the Manager to carry out its obligations and responsibilities under the Management Agreement. The Company is a named third-party beneficiary to the services agreement and, as a result, has, as a non-exclusive remedy, a direct right of action against EMG in the event of any breach by the Manager of any of its duties, obligations, or agreements under the Management Agreement that arise out of or result from any breach by EMG of its obligations under the services agreement. The services agreement will terminate upon the termination of the Management Agreement. Pursuant to the services agreement, the Manager makes certain payments to EMG in connection with the services provided. The Manager and EMG have overlapping ownership and are under common control.

Expense Reimbursement

Under the terms of the Management Agreement, the Company is required to reimburse the Manager for operating expenses related to the Company that are incurred by the Manager, including expenses relating to legal, accounting, due diligence, other services, and all other costs and expenses. The Company's reimbursement obligation is not subject to any dollar limitation. Expenses will be reimbursed in cash within 60 days following delivery of the expense statement by the Manager; provided, however, that such reimbursement may be offset by the Manager against amounts due to the Company from the Manager. The Company will not reimburse the Manager for the salaries and other compensation of the Manager's personnel except that the Company will be responsible for expenses incurred by the Manager in employing certain dedicated or partially dedicated personnel as further described below.

The Company reimburses the Manager for the allocable share of the compensation, including, without limitation, wages, salaries, and employee benefits paid or reimbursed, as approved by the Compensation Committee of the Board of Trustees, to certain dedicated or partially dedicated personnel 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, such personnel will devote such portion of their time to the Company's affairs as is necessary to enable the Company to operate its business.

During each of the six-month periods ended June 30, 2023 and 2022, the Company reimbursed the Manager $1.4 million for previously incurred operating and compensation expenses. As of both June 30, 2023 and December 31, 2022, the outstanding payable to the Manager for operating and compensation expenses was $0.4 million and is included in Accrued expenses on the Consolidated Balance Sheet.

Termination Fee

The Management Agreement requires the Company to pay a termination fee to the Manager in the event of (1) the Company's termination or non-renewal of the Management Agreement without cause or (2) the Manager's termination of the Management Agreement upon a default by the Company in the performance of any material term of the Management Agreement. Such termination fee will be equal to 5% of Shareholders' Equity, as defined in the Management Agreement as of the month-end preceding the date of the notice of termination or non-renewal of the Management Agreement.

10. Capital

The Company has authorized 500,000,000 common shares, $0.01 par value per share, and 100,000,000 preferred shares, $0.01 par value per share. The Board of Trustees may authorize the issuance of additional shares of either class. As of June 30, 2023 and December 31, 2022, there were 14,378,193 and 13,377,840 common shares outstanding, respectively. No preferred shares have been issued.

Detailed below is a roll forward of the Company's common shares outstanding for the three- and six-month periods ended June 30, 2023 and 2022:


	Three-Month Period Ended		Six-Month Period Ended
	June 30, 2023	June 30, 2022	June 30, 2023	June 30, 2022
Common Shares Outstanding (3/31/2023, 3/31/2022, 12/31/2022, and 12/31/2021, respectively)	13,830,403	13,109,926	13,377,840	13,109,926
Share Activity:
Common shares repurchased	—	(30,532)	—	(30,532)
Common shares issued	547,790	—	1,003,461	—
Forfeiture of common shares to satisfy tax withholding obligations	—	—	(3,108)	—
Common Shares Outstanding (6/30/2023, 6/30/2022, 6/30/2023, and 6/30/2022, respectively)	14,378,193	13,079,394	14,378,193	13,079,394
Unvested restricted shares outstanding (6/30/2023, 6/30/2022, 6/30/2023, and 6/30/2022, respectively)	44,804	32,567	44,804	32,567

The below table provides details on the Company's restricted shares granted pursuant to share award agreements which are unvested at June 30, 2023:

Grant Recipient

Number of Restricted Shares Granted

Grant Date

Vesting Date(1)

Independent trustees:

27,044

September 13, 2022

September 12, 2023

Partially dedicated employees:

5,649

December 16, 2021

December 16, 2023

6,056

December 15, 2022

December 15, 2023

6,055

December 15, 2022

December 15, 2024

(1)Date at which such restricted shares will vest and become non-forfeitable.

On May 16, 2023, the Company's 2023 Equity Incentive Plan became effective and replaced the Company's 2013 Equity Incentive Plan. Awards previously granted under the 2013 Equity Incentive Plan remain outstanding and valid in accordance with their terms, but no new awards will be granted under the 2013 Equity Incentive Plan. As of June 30, 2023, there were 970,319 shares available for future issuance under the Company's 2023 Equity Incentive Plan.

On June 13, 2018, the Company's Board of Trustees approved the adoption of a share repurchase program under which the Company is authorized to repurchase up to 1.2 million common shares. The program, which is open-ended in duration, allows the Company to make repurchases from time to time on the open market or in negotiated transactions, including through Rule 10b5-1 plans. Repurchases are at the Company's discretion, subject to applicable law, share availability, price and its financial performance, among other considerations. During the three- and six-month periods ended June 30, 2022, the Company repurchased 30,532 of its common shares at an aggregate cost of $0.2 million, and an average price of per share of $6.57. From inception of the current share repurchase program adopted on June 13, 2018 through June 30, 2023, the Company repurchased 474,192 of its common shares at an aggregate cost of $4.4 million, and an average price per share of $9.21. The Company did not repurchase any shares during the three- and six-month period ended June 30, 2023.

On April 2, 2021, the Company commenced an "at-the-market" offering program, or "ATM program," by entering into equity distribution agreements with third party sales agents under which it was authorized to offer and sell up to $75.0 million of common shares from time to time. During the three-month period ended June 30, 2023, the Company issued 547,790 common shares under the ATM program, which provided $3.8 million of net proceeds after $0.1 million of agent commissions and offering costs. During the six-month period ended June 30, 2023, the Company issued 1,003,461 common shares under the ATM program, which provided $7.3 million of net proceeds after $0.2 million of agent commissions and offering costs. From commencement of the ATM program through June 30, 2023, the Company issued 1,435,510 common shares under the ATM program.

Distribution Policy

The timing and frequency of distributions will be determined by the Board of Trustees based upon a variety of factors deemed relevant by the Company's trustees, including restrictions under applicable law, capital requirements of the Company, and the REIT requirements of the Code. Distributions to shareholders generally will be taxable as ordinary income, although a

portion of such distributions may be designated as long-term capital gain or qualified dividend income, or may constitute a return of capital. The Company will furnish annually to each shareholder a statement setting forth distributions paid or deemed paid during the preceding year and their U.S. federal income tax treatment. It is the intention of the Company to distribute at least 100% of its REIT taxable income, after application of available tax attributes, within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year.

11. 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. The Company provides current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Company.

In the normal course of business the Company may also enter into contracts that contain a variety of representations, warranties, and general indemnifications. The Company's maximum exposure under these arrangements, including future claims that may be made against the Company that have not yet occurred, is unknown. The Company has not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. The Company has no liabilities recorded for these agreements as of June 30, 2023 and December 31, 2022 and management is not aware of any significant contingencies at June 30, 2023.

12. Subsequent Events

On July 10, 2023, the Board of Trustees approved a monthly dividend in the amount of $0.08 per share payable on August 25, 2023 to shareholders of record as of July 31, 2023.

On August 7, 2023, the Board of Trustees approved a monthly dividend in the amount of $0.08 per share payable on September 25, 2023 to shareholders of record as of August 31, 2023.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q, except where the context suggests otherwise, "EARN," "we," "us," and "our" refer to Ellington Residential Mortgage REIT and its subsidiaries, our "Manager" refers to Ellington Residential Mortgage Management LLC, our external manager, and "Ellington" refers to Ellington Management Group, L.L.C. and its affiliated investment advisory firms.

Special Note Regarding Forward-Looking Statements

When used in this Quarterly Report on Form 10-Q, in future filings with the Securities and Exchange Commission, or the "SEC," or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as "believe," "expect," "anticipate," "estimate," "project," "plan," "continue," "intend," "should," "would," "could," "goal," "objective," "will," "may," "seek," or similar expressions, are intended to identify "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act," and, as such, may involve known and unknown risks, uncertainties and assumptions.

Forward-looking statements are based on our beliefs, assumptions, and expectations of our future operations, business strategies, performance, financial condition, liquidity and prospects, taking into account all information currently available to us. These beliefs, assumptions, and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations and strategies may vary materially from those expressed or implied in our forward-looking statements. The following factors are examples of those that could cause actual results to vary from our forward-looking statements: changes in interest rates and the market value of our securities; our use of and dependence on leverage; future changes with respect to the Federal National Mortgage Association, or "Fannie Mae," and Federal Home Loan Mortgage Corporation, or "Freddie Mac," and related events, including the lack of certainty as to the future roles of these entities and the U.S. Government in the mortgage market and changes to legislation and regulations affecting these entities; market volatility; changes in the prepayment rates on the mortgage loans underlying the securities we own and intend to acquire; changes in rates of default and/or recovery rates on our non-Agency assets; our ability to borrow to finance our assets; changes in government regulations affecting our business; our ability to maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or the "Investment Company Act"; and risks associated with investing in real estate assets, including changes in business conditions and the general economy, such as those resulting from the economic effects related to the COVID-19 pandemic, and associated responses to the pandemic. These and other risks, uncertainties and factors, including the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, could cause our actual results to differ materially from those projected or implied in any forward-looking statements we make. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time, and it is not possible 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.

Executive Summary

We are a Maryland real estate investment trust, or "REIT," formed in August 2012 that specializes in acquiring, investing in, and managing residential mortgage- and real estate-related assets. Our primary objective is to generate attractive current yields and risk-adjusted total returns for our shareholders by making investments that we believe compensate us appropriately for the risks associated with them. We seek to attain this objective by constructing and actively managing a portfolio consisting primarily of residential mortgage-backed securities, or "RMBS," for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or "Agency RMBS," and, to a lesser extent, RMBS that do not carry such guarantees, or "non-Agency RMBS," such as RMBS backed by prime jumbo, Alternative A-paper, mortgage loans that are not deemed "qualified mortgage," or "QM," loans under the rules of the Consumer Financial Protection Bureau, or "non-QM loans," mortgages on single-family-rental properties, manufactured housing, and subprime residential mortgage loans. We also may opportunistically acquire other types of mortgage- and real estate-related asset classes, such as commercial mortgage-backed securities, or "CMBS," residential mortgage loans, mortgage servicing rights, or "MSRs," and credit risk transfer securities, or "CRTs." We believe that being able to combine Agency RMBS with non-Agency RMBS and other mortgage- and real estate-related asset classes enables us to balance a range of mortgage-related risks.

We were initially formed through a strategic venture among affiliates of Ellington Management Group, L.L.C., an investment management firm and registered investment adviser with a 28-year history of investing in a broad spectrum of residential and commercial mortgage-backed securities, or "MBS," and related derivatives, with an emphasis on the RMBS market, and the Blackstone Tactical Opportunity Funds, or the "Blackstone Funds." We are externally managed and advised by our Manager, an affiliate of Ellington. Since our inception, the Blackstone Funds had held special non-voting membership interests in the holding company that owns our Manager. In August 2021, an Ellington affiliate purchased these special non-

voting membership interests from the Blackstone Funds.

We use leverage in both our Agency and non-Agency RMBS strategies, although we expect leverage in our non-Agency strategy to be significantly lower. We have financed our RMBS exclusively through repurchase agreements, which we account for as collateralized borrowings. As of June 30, 2023, we had outstanding borrowings under repurchase agreements in the amount of $875.0 million with 18 counterparties.

We have elected to be taxed as a 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 shareholders as long as we maintain our qualification as a REIT. We intend to conduct our operations so that neither we nor any of our subsidiaries is required to register as an investment company under the Investment Company Act of 1940, as amended, or the "Investment Company Act."

As of June 30, 2023, our book value per share was $8.12 as compared to $8.31 and $8.40 as of March 31, 2023 and December 31, 2022, respectively.

Trends and Recent Market Developments

Market Overview

•After interest rate hikes at ten consecutive meetings—including a 25-basis-point increase in May 2023—the U.S. Federal Reserve, or the “Federal Reserve,” paused in June, maintaining the target range for the federal funds rate at 5.00%–5.25%. However, at a press conference following the June meeting, Chair Powell acknowledged the likelihood of future rate increases by noting that “nearly all Committee participants view it as likely that some further rate increases will be appropriate this year to bring inflation down to 2 percent over time.” During the second quarter, the Federal Reserve also continued to reinvest only principal payments that exceeded monthly caps of $60.0 billion on U.S. Treasury securities and $35.0 billion on Agency RMBS.

•After trading in a relatively tight range in April and early May, interest rates rose steadily in the second half of the second quarter, and the inversion of the yield curve deepened. Overall, the yield on the 2-year Treasury increased by 87 basis points to 4.90%, quarter over quarter, while the yield on the 10-year Treasury increased by 37 basis points to 3.84%. Meanwhile, interest rate volatility, as measured by the MOVE Index, declined during the quarter, particularly in June following the resolution of the debt ceiling dispute.

•SOFR rates continued to rise in the second quarter. One-month SOFR increased by 34 basis points to 5.14% at quarter end, and three-month SOFR increased by 36 basis points to 5.27%. SOFR drives many of our financing costs.

•Mortgage rates rose during the second quarter, with the Freddie Mac survey 30-year mortgage rate increasing from 6.24% on March 30th to 6.70% on June 29th. The Mortgage Bankers Association’s Refinance Index remained at historically depressed levels, decreasing by 11.7% from March 31st to June 30th, and overall prepayment speeds remained low. Fannie Mae 30-year MBS registered CPRs of 5.1 in April, 6.2 in May, and 6.4 in June.

•After falling by 4.5% over the second half of 2022, the S&P CoreLogic Case-Shiller US National Home Price NSA Index increased by 3.7% year-to-date through May 2023. Meanwhile, after decreasing by 28.7% in 2022, the National Association of Realtors Housing Affordability Index declined an additional 7.5% year-to-date through May 2023, as higher mortgage rates and near-record high home prices continued to stress housing affordability.

•U.S. real GDP increased at an estimated annualized rate of 2.4% in the second quarter of 2023, up from the 2.0% annualized growth rate recorded in the prior quarter. Meanwhile, the unemployment rate remained low, registering 3.4% in April, 3.7% in May, and 3.6% in June.

•Inflation, while still elevated, continued to decline in the second quarter. The 12-month percentage change in the Consumer Price Index for All Urban Consumers (“CPI-U"), not seasonally adjusted, registered 4.9% in April, 4.0% in May, and 3.0% in June. This compared to 12-month percentage changes of 6.4% in January, 6.0% in February, and 5.0% in March 2023.

•During the second quarter, the Bloomberg Barclays U.S. MBS Index generated a negative return of (0.66%) but a positive excess return (on a duration-adjusted basis) of 0.79% relative to the Bloomberg Barclays U.S. Treasury Index, driven by strong outperformance in June. Meanwhile, the Bloomberg Barclays U.S. Corporate Bond Index generated a negative return of (0.30%), but a positive excess return of 1.35%, while the Bloomberg Barclays U.S. Corporate High Yield Bond Index generated a positive return of 1.81% and a positive excess return of 2.88% for the quarter.

•U.S. equity markets performed well in the second quarter, with the NASDAQ rising by 12.8%, the S&P 500 up 8.3%, and the Dow Jones Industrial Average increasing by 3.4%, while the VIX volatility Index declined. Meanwhile, London's FTSE 100 index decreased by 1.3% and the MSCI World global equity index fell 6.3%, quarter over quarter.

Portfolio Overview and Outlook

As of June 30, 2023, our mortgage-backed securities portfolio consisted of $865.9 million of fixed-rate Agency "specified pools," $7.2 million of Agency RMBS backed by adjustable rate mortgages, or "Agency ARMs," $15.9 million of Agency reverse mortgage pools, $7.3 million of Agency interest-only securities, or "Agency IOs," $13.0 million of non-Agency RMBS, and $11.4 million of non-Agency interest-only securities, or "non-Agency IOs." Specified pools are fixed-rate Agency pools consisting of mortgages with special characteristics, such as mortgages with low loan balances, mortgages backed by investor properties, mortgages originated through government-sponsored refinancing programs, and mortgages with various other characteristics.

The size of our Agency RMBS holdings was essentially unchanged at $889.0 million as of June 30, 2023, as compared to $890.9 million as of March 31, 2023, as net purchases were roughly offset by principal paydowns and net losses. Similarly, our aggregate holdings of non-Agency RMBS and interest-only securities decreased only slightly over the same period.

Our debt-to-equity ratio was largely unchanged quarter over quarter as well. Our debt-to-equity ratio, adjusted for unsettled purchases and sales, was 7.6:1 as of June 30, 2023, as compared to 7.5:1 as of March 31, 2023. Our debt-to-equity ratio may fluctuate period over period based on portfolio management decisions, market conditions, capital markets activities, and the timing of security purchase and sale transactions. As of June 30, 2023, the majority of our borrowings were secured by specified pools.

As of June 30, 2023, we had cash and cash equivalents of $43.7 million, in addition to other unencumbered assets of $7.2 million. This compares to cash and cash equivalents of $36.7 million and other unencumbered assets of $7.4 million as of March 31, 2023.

In April, FDIC-directed sales of RMBS from failed regional banks commenced, which pressured yield spreads in the month but also attracted investor interest, in turn driving strong RMBS demand into May even as interest rate volatility remained elevated. Then in June, following resolution of the debt ceiling dispute, yield spreads tightened and volatility declined into quarter end. Overall for the second quarter, Agency RMBS generated a positive excess return relative to U.S. Treasuries of 0.79%.

Low-coupon RMBS (i.e., with passthrough rates 2.5% and lower) comprised a meaningful portion of the holdings of the failed regional banks. In March, concerns about potential distressed selling of these holdings caused low-coupon RMBS to underperform sharply. The FDIC-directed sales were well absorbed by the market, however, and low-coupon RMBS outperformed in the second quarter. We hold limited low-coupon RMBS investments, which was beneficial in the first quarter as that cohort underperformed, but also meant that we did not benefit from their relative outperformance in the second quarter.

For the second quarter, we had a net gain on our Agency RMBS portfolio, as net gains on our interest rate hedges exceeded net losses on our Agency RMBS and negative net interest income, which was driven by sharply higher financing costs.

Average pay-ups on our existing specified pool portfolio decreased quarter over quarter, while the pools that we sold during the quarter had higher pay-ups than the held population. As a result, overall pay-ups on our specified pools decreased to 0.98% as of June 30, 2023, as compared to 1.09% as of March 31, 2023.

Our non-Agency RMBS portfolio and interest-only securities also generated positive results for the quarter, driven by strong net interest income and net gains. As noted in prior quarters, we may increase our allocation to non-Agency RMBS based on market opportunities.

Our net mortgage assets-to-equity ratio—which we define as the net aggregate market value of our mortgage-backed securities (including the underlying market values of our long and short TBA positions) divided by total shareholders' equity—increased slightly during the quarter, driven by a lower net short TBA position. From time to time, in response to market opportunities and other factors, we increase or decrease our net mortgage assets-to-equity ratio by varying the sizes of our net short TBA position and/or our long RMBS portfolio. The following table summarizes our net mortgage assets-to-equity ratio and provides additional details, for the last five quarters, to illustrate this fluctuation.


	Notional Amount of Long TBAs		Notional Amount of Short TBAs		Fair Value of Mortgage-backed Securities		Net Short TBA Underlying Market Value(1)		Net Mortgage Assets-to-Equity Ratio
($ In thousands)
June 30, 2023	$	117,009	$	(243,532)	$	920,714	$	(102,485)	7.0:1
March 31, 2023	66,488		(221,497)		925,531		(131,188)		6.9:1
December 31, 2022	81,759		(258,253)		893,301		(149,982)		6.6:1
September 30, 2022	20,679		(203,248)		934,668		(161,287)		7.5:1
June 30, 2022	53,043		(211,157)		947,647		(144,047)		6.8:1

(1)Market value represents the current market value of the underlying Agency RMBS (on a forward delivery basis) as of period end.

We expect to continue to target specified pools that, taking into account their particular composition and based on our prepayment projections, should: (1) generate attractive yields relative to other Agency RMBS and U.S. Treasury securities, (2) have less prepayment sensitivity to government policy shocks, and/or (3) create opportunities for trading gains once the market recognizes their value, which for newer pools may come only after several months, when actual prepayment experience can be observed. We believe that our research team, proprietary prepayment models, and extensive databases remain essential tools in our implementation of this strategy.

The following table summarizes prepayment rates for our portfolio of fixed-rate specified pools (excluding those backed by reverse mortgages) for the three-month periods ended June 30, 2023, March 31, 2023, December 31, 2022, September 30, 2022, and June 30, 2022.


	Three-Month Period Ended
	June 30, 2023	March 31, 2023	December 31, 2022	September 30, 2022	June 30, 2022
Three-Month Constant Prepayment Rates(1)	7.4	4.3	6.1	9.8	13.9

(1)Excludes recent purchases of fixed rate Agency specified pools with no prepayment history.

The following table provides details about the composition of our portfolio of fixed-rate specified pools (excluding those backed by reverse mortgages) as of June 30, 2023 and March 31, 2023.


		June 30, 2023					March 31, 2023
	Coupon (%)	Current Principal		Fair Value		Weighted Average Loan Age (Months)	Current Principal		Fair Value		Weighted Average Loan Age (Months)
		(In thousands)					(In thousands)
Fixed-rate Agency RMBS:
15-year fixed-rate mortgages:

	2.50–2.99	$	4,681	$	4,325	45	$	3,701	$	3,479	44
	3.00–3.49	5,476		5,194		98	5,847		5,632		95
	3.50–3.99	11,301		10,868		87	11,819		11,638		84
	4.00–4.49	11,371		11,052		54	11,187		11,083		55
	4.50–4.99	91		90		161	117		116		158
Total 15-year fixed-rate mortgages		32,920		31,529		72	32,671		31,948		72
20-year fixed-rate mortgages:
	2.00–2.49	4,447		3,776		36	4,505		3,850		33
	2.50–2.99	1,770		1,558		35	1,814		1,616		32
	3.00–3.49	1,175		1,073		40	1,347		1,243		37
	4.00–4.49	1,417		1,367		35	1,487		1,460		32
	4.50–4.99	527		519		57	536		536		54
	5.00–5.49	701		699		58	774		786		55
	6.50–6.99	1,003		1,029		—	—		—		—
Total 20-year fixed-rate mortgages		11,040		10,021		35	10,463		9,491		36
30-year fixed-rate mortgages:
	2.00–2.49	51,132		41,888		29	46,191		38,329		26
	2.50–2.99	53,891		45,916		32	81,690		70,894		28
	3.00–3.49	175,741		155,938		38	177,793		160,663		35
	3.50–3.99	124,410		115,720		79	122,802		116,437		79
	4.00–4.49	150,098		143,129		68	161,767		157,011		60
	4.50–4.99	111,289		108,454		52	122,752		121,911		47
	5.00–5.49	98,784		97,376		26	94,998		95,379		25
	5.50–5.99	69,693		69,603		8	30,951		31,417		13
	6.00–6.49	20,941		21,207		8	15,936		16,433		7
	6.50–6.99	24,540		25,139		4	15,967		16,537		4
Total 30-year fixed-rate mortgages		880,519		824,370		44	870,847		825,011		43
Total fixed-rate Agency RMBS		$	924,479	$	865,920	45	$	913,981	$	866,450	44

For the three-month period ended June 30, 2023, we had total net realized and unrealized losses on our Agency securities of $(14.2) million, or $(1.02) per share. Our Agency portfolio turnover was approximately 19% for the three-month period ended June 30, 2023, and we recognized net realized losses of $(12.0) million.

For the three-month period ended June 30, 2023, we continued to hedge interest rate risk through the use of interest rate swaps, and short positions in TBAs, U.S. Treasury securities, and futures. We had total net realized and unrealized gains of $20.1 million, or $1.44 per share, on our interest rate hedging portfolio, as interest rates increased during the quarter. These gains were partially offset by net realized and unrealized losses of ($2.0) million, or ($0.15) per share, on our long TBAs held for investment.

We ended the quarter with a net short TBA position, both on a notional basis and as measured by 10-year equivalents. Ten-year equivalents for a group of positions represent the amount of 10-year U.S. Treasury securities that would be expected to experience a similar change in market value under a standard parallel move in interest rates. The relative makeup of our interest rate hedging portfolio can change materially from period to period.

After giving effect to dividends declared during the three-month period ended June 30, 2023 of $0.24 per share, our book value per share decreased to $8.12 as of June 30, 2023, from $8.31 as of March 31, 2023, and we had an economic return of 0.6% for the three-month period ended June 30, 2023. Economic return for a period is computed by adding back dividends declared during the period to ending book value per share, and comparing that amount to book value per share as of the beginning of the period.

We believe that our adaptive and active style of portfolio management is well suited to the current MBS market environment, which, especially given the current effects and future uncertainties related to quantitative tightening, shifting central bank and government policies, regulatory changes, and disruptive technological developments, exhibits high levels of interest rate risk, prepayment risk (including extension risk), financing and liquidity risk.

Financing

For the three-month period ended June 30, 2023, our average repo borrowing cost increased to 5.22%, as compared to 4.46% for the three-month period ended March 31, 2023. This increase in average repo borrowing cost was the result of increases in short-term interest rates during the three-month period ended June 30, 2023. As of June 30, 2023 and March 31, 2023, the weighted average borrowing rate on our repurchase agreements was 5.29% and 4.95%, respectively.

While large banks still dominate the repo market, non-bank firms, not subject to the same regulations as banks, are active in providing repo financing. Most of our outstanding repo financing is still provided by banks and bank affiliates; however, we have also entered into repo agreements with non-bank dealers.

Our debt-to-equity ratio was 7.5:1 as of June 30, 2023, as compared to 7.6:1 as of March 31, 2023. Adjusted for unsettled purchases and sales, our debt-to equity ratio was 7.6:1 as of June 30, 2023, as compared to 7.5:1 as of March 31, 2023. Our debt-to-equity ratio may fluctuate period over period based on portfolio management decisions, market conditions, capital markets activities, and the timing of security purchase and sale transactions.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or "U.S. GAAP," and Regulation S-X. Entities in which we have a controlling financial interest, through ownership of the majority of the entities' voting equity interests, or through other contractual rights that give us control, are consolidated by us. All inter-company balances and transactions have been eliminated.

The preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Our critical accounting estimates are those which require assumptions to be made about matters that are highly uncertain. Actual results could differ from those estimates and such differences could have a material impact on our financial condition and/or results of operations. We believe that all of the decisions and assessments upon which our consolidated financial statements are based were reasonable at the time made based upon information available to us at that time. We rely on the experience of our Manager and Ellington and analysis of historical and current market data in order to arrive at what we believe to be reasonable estimates. See Note 2 of the notes to our consolidated financial statements for a complete discussion of our significant accounting policies. We have identified our most critical accounting estimates to be the following:

Valuation: We have elected the fair value option for the vast majority of our assets and liabilities for which such election is permitted, as provided for under ASC 825, Financial Instruments ("ASC 825"). Electing the fair value option allows us to record changes in fair value in our Consolidated Statement of Operations, which, in our view, more appropriately reflects the results of our operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, the mortgage-backed securities are recorded at fair value on our Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on our Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities. Purchase and sales transactions are generally recorded on trade date. Realized and unrealized gains and losses are calculated based on identified cost.

For financial instruments that are traded in an "active market," the best measure of fair value is the quoted market price. However, many of our financial instruments are not traded in an active market. Therefore, management generally uses third-

party valuations when available. If third-party valuations are not available, management uses other valuation techniques, such as the discounted cash flow methodology.

Summary descriptions, for the various categories of financial instruments, of the valuation methodologies management uses in determining fair value of our financial instruments are detailed in Note 2 of the notes to our consolidated financial statements. Management utilizes such methodologies to assign a good faith fair value (the estimated price that, in an orderly transaction at the valuation date, would be received to sell an asset, or paid to transfer a liability, as the case may be) to each such financial instrument. See the notes to our consolidated financial statements for more information on valuation techniques used by management in the valuation of our assets and liabilities.

Because of the inherent uncertainty of valuation, the estimated fair value of our financial instruments may differ significantly from the values that would have been used had a ready market for the financial instruments existed, and the differences could be material to our consolidated financial statements.

The determination of estimated fair value of those of our financial instruments that are not traded in an active market requires the use of both macroeconomic and microeconomic assumptions and/or inputs, which are generally based on current market and economic conditions. Changes in market and/or economic conditions could have a significant adverse effect on the estimated fair value of our financial instruments. Changes to assumptions, including assumed market yields, may significantly impact the estimated fair value of our investments. Our valuations are sensitive to changes in interest rates; see the interest rate sensitivity analysis included in Item 3. Quantitative and Qualitative Disclosures about Market Risk in this Quarterly Report on Form 10-Q for further information.

Interest Income: Coupon interest income on investment securities is accrued based on the outstanding principal balance and the current coupon rate on each security. We generally amortize premiums and accrete discounts on our fixed-income investments using the effective interest method. For certain of our securities, for purposes of estimating future expected cash flows, management uses assumptions including, but not limited to, assumptions for future prepayment rates, default rates, and loss severities (each of which may in turn incorporate various macroeconomic assumptions, such as future housing prices, GDP growth rates, and unemployment rates). These assumptions require the use of a significant amount of judgment. Any resulting changes in effective yield are recognized prospectively based on the current amortized cost of the investment as adjusted for credit impairment, if any.

The effective yield on our debt securities that are deemed to be of high credit quality (including Agency RMBS, exclusive of interest only securities) can be significantly impacted by our estimate of future prepayments. Future prepayment rates are difficult to predict. We estimate prepayment rates over the remaining life of our securities using models that generally incorporate the forward yield curve, current mortgage rates, mortgage rates on the outstanding loans, age and size of the outstanding loans, and other factors. We compare estimated prepayments to actual prepayments on a quarterly basis, and effective yields are recalculated retroactive to the time of purchase. When differences arise between our previously calculated effective yields and our current calculated effective yields, a catch-up adjustment, or "Catch-up Premium Amortization Adjustment," is made to interest income to reflect the cumulative impact of the changes in effective yields. For the three-month periods ended June 30, 2023 and 2022, we recognized a Catch-up Premium Amortization Adjustment of ($0.4) million and $1.6 million, respectively. The Catch-up Premium Amortization Adjustment is reflected as an increase (decrease) to interest income on the Consolidated Statement of Operations.

Our accretion of discounts and amortization of premiums on securities for U.S. federal and other tax purposes is likely to differ from the accounting treatment under U.S. GAAP of these items as described above.

See the Note 2 of the notes to our consolidated financial statements for more information on the assumptions and methods that we use to amortize purchase premiums and accrete purchase discounts.

Income Taxes: We made an election to be taxed as a REIT for U.S. federal income tax purposes and are generally not subject to corporate-level federal and state income tax on net income we distribute to our shareholders within the prescribed time frames. We may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any such positions, we might be found to have a tax liability that has not been recorded in the accompanying consolidated financial statements. Also, management's conclusions regarding the authoritative guidance may be subject to review and adjustment at a later date based on changing tax laws, regulations, and interpretations thereof. See Note 2 to our consolidated financial statements for additional details on income taxes.

Recent Accounting Pronouncements

Refer to the notes to our consolidated financial statements for a description of relevant recent accounting pronouncements.

Financial Condition

Investment portfolio

The following tables summarize our securities portfolio as of June 30, 2023 and December 31, 2022:


	June 30, 2023								December 31, 2022
($ In thousands)	Current Principal		Fair Value		Average Price(1)	Cost		Average Cost(1)	Current Principal		Fair Value		Average Price(1)	Cost		Average Cost(1)
Agency RMBS(2)
15-year fixed-rate mortgages	$	32,920	$	31,529	95.77	$	33,107	100.57	$	47,453	$	45,324	95.51	$	48,899	103.05
20-year fixed-rate mortgages	11,040		10,021		90.77	11,707		106.04	10,812		9,691		89.63	11,508		106.44
30-year fixed-rate mortgages	880,519		824,370		93.62	869,023		98.69	841,823		781,754		92.86	849,168		100.87
ARMs	7,282		7,223		99.19	8,076		110.90	8,696		8,663		99.62	9,595		110.34
Reverse mortgages	15,521		15,885		102.35	17,510		112.81	17,506		17,852		101.98	19,659		112.30
Total Agency RMBS	947,282		889,028		93.85	939,423		99.17	926,290		863,284		93.20	938,829		101.35
Non-Agency RMBS(2)	15,276		13,013		85.19	12,602		82.50	16,895		12,566		74.38	12,414		73.48
Total RMBS(2)	962,558		902,041		93.71	952,025		98.91	943,185		875,850		92.86	951,243		100.85
Agency IOs	n/a		7,256		n/a	6,913		n/a	n/a		9,313		n/a	9,212		n/a
Non-Agency IOs	n/a		11,417		n/a	9,065		n/a	n/a		8,138		n/a	6,289		n/a
Total mortgage-backed securities			$	920,714		$	968,003				$	893,301		$	966,744
U.S. Treasury securities	290		284		97.93	284		97.93	—		—		—	—		—
U.S. Treasury securities sold short	(2,030)		(1,957)		96.40	(1,954)		96.26	(500)		(498)		99.60	(499)		99.80
Reverse repurchase agreements	12,191		12,191		100.00	12,191		100.00	499		499		100.00	499		100.00
Total			$	931,232		$	978,524				$	893,302		$	966,744

(1)Expressed as a percentage of the current principal balance.

(2)Excludes IOs.

The majority of our capital is allocated to our Agency RMBS strategy, which includes investments in Agency pools and Agency collateralized mortgage obligations, or "CMOs." As of both June 30, 2023 and December 31, 2022, investments in non-Agency RMBS constituted a relatively small portion of our total investments, although we may increase our portfolio of non-Agency RMBS given current market opportunities.

Our most prevalent method of financing RMBS is through short-term repos, which generally have maturities of 364 days or less. The weighted average lives of the RMBS that we own are generally much longer. Consequently, the weighted average term of our repurchase agreement financings will almost always be substantially shorter than the expected average maturity of our RMBS. This mismatch in maturities, together with the uncertainty of RMBS prepayments, and other potential changes in timing and/or amount of cash flows on our RMBS assets, creates the risk that changes in interest rates will cause our financing costs with respect to our RMBS to increase relative to the income on our RMBS over the term of our investments.

Financial Derivatives

The following table summarizes our portfolio of financial derivative holdings as of June 30, 2023 and December 31, 2022:


(In thousands)	June 30, 2023		December 31, 2022
Financial derivatives–assets, at fair value:
TBA securities purchase contracts	$	11	$	—
TBA securities sale contracts	782		3,568
Fixed payer interest rate swaps	69,395		65,202
Fixed receiver interest rate swaps	241		—

Futures	89		—
Total financial derivatives–assets, at fair value	70,518		68,770
Financial derivatives–liabilities, at fair value:
TBA securities purchase contracts	(501)		(664)

Fixed payer interest rate swaps	(8)		—
Fixed receiver interest rate swaps	(934)		(2,373)

Futures	(657)		(82)
Credit Default Swaps	(381)		—
Total financial derivatives–liabilities, at fair value	(2,481)		(3,119)
Total	$	68,037	$	65,651

Pursuant to our hedging program, we engage in a variety of interest rate hedging activities that are designed to reduce the interest rate risk with respect to the liabilities incurred to acquire or hold RMBS. These interest rate hedges generally seek to reduce the interest rate sensitivity of our liabilities or, in other words, reduce the volatility of our financing cost over time attributable to interest rate changes. Our interest rate hedging transactions may include:

•Interest rate swaps (a contract exchanging a variable rate for a fixed rate, or vice versa);

•Interest rate swaptions (options to enter into interest rate swaps at a future date);

•TBA forward contracts on Agency pass-through certificates;

•Short sales of U.S. Treasury securities;

•Eurodollar and U.S. Treasury futures; and

•Other derivatives.

We generally enter into these transactions to offset the potential adverse effects of rising interest rates on short-term repurchase agreements. Our repurchase agreements generally have maturities of up to 364 days and carry interest rates that are determined by reference to a benchmark rate such as SOFR for those same periods. As each then-existing fixed-rate repo borrowing matures, it will generally be replaced with a new fixed-rate repo borrowing based on market interest rates established at that future date.

In the case of interest rate swaps, most of our contracts are structured such that we receive payments based on a variable interest rate and make payments based on a fixed interest rate. The variable interest rate on which payments are received is generally calculated based on various reset mechanisms for a benchmark rate such as SOFR. To the extent that the benchmark rates used to calculate the payments we receive on our interest rate swaps continue to be highly correlated with our repo borrowing costs, our interest rate swap contracts should help to reduce the variability of our overall repo borrowing costs, thus reducing risk to the extent we hold fixed-rate assets that are financed with repo borrowings.

In the case of TBAs, many of our positions are short TBA positions with negative duration, meaning that should interest rates rise, the value of the short position would be expected to increase. This expected increase in value would then serve to offset corollary expected increases in our current and/or future borrowing costs under our repurchase agreements, and so in this manner our short TBA positions serve as a hedge against potential increases in interest rates. While we use TBAs to hedge interest rate risk and certain other risks, we also hold net long positions in certain TBA securities as a means of acquiring exposure to Agency RMBS.

The composition and relative mix of our hedging instruments may vary from period to period given the amount of our liabilities outstanding or anticipated to be entered into, the overall market environment and our view as to which instruments best enable us to execute our hedging goals.

Leverage

The following table summarizes our outstanding liabilities under repurchase agreements as of June 30, 2023 and December 31, 2022. We had no other borrowings outstanding.


	June 30, 2023					December 31, 2022
			Weighted Average					Weighted Average
Remaining Days to Maturity	Borrowings Outstanding		Interest Rate		Remaining Days to Maturity	Borrowings Outstanding		Interest Rate		Remaining Days to Maturity
	(In thousands)
30 days or less	$	677,364	5.28	%	13	$	563,926	4.01	%	14
31-60 days	159,268		5.26		47	210,569		2.73		44
61-90 days	8,618		6.71		73	67,960		4.16		72

121-150 days	29,780		5.26		136	—		—		—


Total	$	875,030	5.29	%	24	$	842,455	3.70	%	26

We finance our assets with what we believe to be a prudent amount of leverage, which will vary from time to time based upon the particular characteristics of our portfolio, availability of financing, and market conditions. As of both June 30, 2023 and December 31, 2022, our total debt-to-equity ratio was 7.5:1. Collateral transferred with respect to our outstanding repo borrowings, including net cash collateral posted, had an aggregate fair value $0.9 billion as of both June 30, 2023 and December 31, 2022. Our debt-to-equity ratio may fluctuate period over period based on portfolio management decisions, market conditions, capital markets conditions, and the timing of security purchase and sale transactions.

Shareholders' Equity

As of June 30, 2023, our shareholders' equity increased to $116.7 million from $112.4 million as of December 31, 2022. This increase principally consisted of net income of $3.5 million and net proceeds from the issuance of common shares of $7.3 million, partially offset by dividends declared of $6.7 million. As of June 30, 2023, our book value per share was $8.12, as compared to $8.40 as of December 31, 2022.

Results of Operations for the Three- and Six-Month Periods Ended June 30, 2023 and 2022

The following table summarizes our results of operations for the three- and six-month periods ended June 30, 2023 and 2022:


	Three-Month Period Ended				Six-Month Period Ended
(In thousands except for per share amounts)	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Interest Income (Expense)
Interest income	$	10,070	$	9,087	$	19,408	$	15,622
Interest expense	(11,686)		(1,972)		(21,396)		(3,075)
Net interest income	(1,616)		7,115		(1,988)		12,547
Expenses
Management fees to affiliate	439		447		872		947
Other operating expenses	1,061		859		1,933		1,680
Total expenses	1,500		1,306		2,805		2,627
Other Income (Loss)
Net realized and change in net unrealized gains (losses) on securities	(13,360)		(43,598)		(538)		(108,283)
Net realized and change in net unrealized gains (losses) on financial derivatives	17,679		27,049		8,871		70,156
Total Other Income (Loss)	4,319		(16,549)		8,333		(38,127)
Net Income (Loss)	$	1,203	$	(10,740)	$	3,540	$	(28,207)
Net Income (Loss) Per Common Share	$	0.09	$	(0.82)	$	0.26	$	(2.15)

Adjusted Distributable Earnings

We calculate Adjusted Distributable Earnings as net income (loss), excluding realized and change in net unrealized gains and (losses) on securities and financial derivatives, and excluding other income or loss items that are of a non-recurring nature, if any. Adjusted Distributable Earnings includes net realized and change in net unrealized gains (losses) associated with periodic settlements on interest rate swaps. Adjusted Distributable Earnings also excludes the effect of the Catch-up Premium Amortization Adjustment on interest income. The Catch-up Premium Amortization Adjustment is a quarterly adjustment to premium amortization or discount accretion triggered by changes in actual and projected prepayments on our Agency RMBS (accompanied by a corresponding offsetting adjustment to realized and unrealized gains and losses). The adjustment is calculated as of the beginning of each quarter based on our then-current assumptions about cashflows and prepayments, and can vary significantly from quarter to quarter.

Adjusted Distributable Earnings is a supplemental non-GAAP financial measure. We believe that the presentation of Adjusted Distributable Earnings provides information useful to investors, because: (i) we believe that it is a useful indicator of both current and projected long-term financial performance, in that it excludes the impact of certain current period earnings components that we believe are less useful in forecasting long-term performance and dividend-paying ability; (ii) we use it to evaluate the effective net yield provided by our portfolio, after the effects of financial leverage; and (iii) we believe that presenting Adjusted Distributable Earnings assists our investors in measuring and evaluating our operating performance, and comparing our operating performance to that of our residential mortgage REIT peers. Please note, however, that: (I) our calculation of Adjusted Distributable Earnings may differ from the calculation of similarly titled non-GAAP financial measures by our peers, with the result that these non-GAAP financial measures might not be directly comparable; and (II) Adjusted Distributable Earnings excludes certain items, such as most realized and unrealized gains and losses, that may impact the amount of cash that is actually available for distribution.

In addition, because Adjusted Distributable Earnings is an incomplete measure of our financial results and differs from net income (loss) computed in accordance with U.S. GAAP, it should be considered supplementary to, and not as a substitute for, net income (loss) computed in accordance with U.S. GAAP.

Furthermore, Adjusted Distributable Earnings is different from REIT taxable income. As a result, the determination of whether we have met the requirement to distribute at least 90% of our annual REIT taxable income (subject to certain adjustments) to its shareholders, in order to maintain qualification as a REIT, is not based on whether we have distributed 90% of our Adjusted Distributable Earnings.

In setting our dividend, our Board of Trustees considers our earnings, liquidity, financial condition, REIT distribution requirements, and financial covenants, along with other factors that the Board of Trustees may deem relevant from time to time.

The following table reconciles, for the three- and six-month periods ended June 30, 2023 and 2022, Adjusted Distributable Earnings to the line on the Consolidated Statement of Operations entitled Net Income (Loss), which we believe is the most directly comparable U.S. GAAP measure:


	Three-Month Period Ended			Six-Month Period Ended
(In thousands except for share amounts)		June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net Income (Loss)		$	1,203	$	(10,740)	$	3,540	$	(28,207)
Adjustments:
Net realized (gains) losses on securities		11,580		15,464		26,706		29,634
Change in net unrealized (gains) losses on securities		1,780		28,134		(26,168)		78,649
Net realized (gains) losses on financial derivatives		(24,227)		(30,477)		(25,970)		(45,830)
Change in net unrealized (gains) losses on financial derivatives		6,548		3,428		17,099		(24,326)
Net realized gains (losses) on periodic settlements of interest rate swaps		3,942		(232)		5,711		(848)
Change in net unrealized gains (losses) on accrued periodic settlements of interest rate swaps		1,118		(328)		3,550		(371)

Non-recurring expenses		60		—		60		—
Negative (positive) component of interest income represented by Catch-up Premium Amortization Adjustment		376		(1,595)		675		(1,106)
Subtotal		1,177		14,394		1,663		35,802
Adjusted Distributable Earnings		$	2,380	$	3,654	$	5,203	$	7,595
Weighted Average Shares Outstanding		13,935,821		13,106,585		13,802,007		13,108,246
Adjusted Distributable Earnings Per Share		$	0.17	$	0.28	$	0.38	$	0.58

Results of Operations for the Three-Month Periods Ended June 30, 2023 and 2022

Net Income (Loss)

Net income (loss) for the three-month period ended June 30, 2023 was $1.2 million, as compared to $(10.7) million for the three-month period ended June 30, 2022. The period-over-period reversal in our results of operations was primarily due to total other income in the current period as compared to total other loss in the prior period. This reversal was partially offset by a significant decline in net interest income, which was primarily a result of higher rates on our repo borrowings stemming from the significant increase in short-term interest rates period over period.

Interest Income

Our portfolio as of both June 30, 2023 and 2022 consisted primarily of Agency RMBS, and to a lesser extent, non-Agency RMBS. Before interest expense, we earned approximately $9.3 million and $8.9 million in interest income on these securities for the three-month periods ended June 30, 2023 and 2022, respectively. The period-over-period increase in interest income primarily resulted from higher asset yields on our Agency RMBS in addition to higher average holdings on our non-Agency RMBS portfolio, partially offset by lower asset yields on our non-Agency RMBS and lower average holdings on our Agency RMBS portfolio. The Catch-up Premium Amortization Adjustment causes variability in our interest income and portfolio yields. For the three-month period ended June 30, 2023, we had a negative Catch-up Premium Amortization Adjustments of approximately $(0.4) million, which decreased interest income. For the three-month period ended June 30, 2022, we had a positive Catch-up Premium Amortization Adjustments of approximately $1.6 million, which increased interest income. Excluding the Catch-up Premium Amortization Adjustments, the weighted average yield of our overall portfolio was 3.95% and 2.57% for the three-month periods ended June 30, 2023 and 2022, respectively.

The following table details our interest income, average holdings of yield-bearing assets, and weighted average yield based on amortized cost for the three-month periods ended June 30, 2023 and 2022:


	Agency(1)						Non-Agency(1)						Total(1)
(In thousands)	Interest Income		Average Holdings		Yield		Interest Income		Average Holdings		Yield		Interest Income		Average Holdings		Yield
Three-month period ended June 30, 2023	$	8,741	$	962,801	3.63	%	$	605	$	22,101	10.95	%	$	9,346	$	984,902	3.80	%
Three-month period ended June 30, 2022	$	8,429	$	1,117,820	3.02	%	$	424	$	13,999	12.12	%	$	8,853	$	1,131,819	3.13	%

(1)Amounts exclude interest income on cash and cash equivalents (including when posted as margin) and long U.S. Treasury securities.

Interest Expense

For the three-month periods ended June 30, 2023 and 2022, the majority of interest expense that we incurred was related to our repo borrowings, which we use to finance our assets. We also incur interest expense in connection with our short positions in U.S. Treasury securities as well as on our counterparties' cash collateral held by us. Our total interest expense for the three-month period ended June 30, 2023 was $11.7 million, which primarily consisted of $11.5 million of interest expense on our repo borrowings, and $0.2 million of interest expense related to our short positions in U.S. Treasury securities. Our total interest expense for the three-month period ended June 30, 2022 was $2.0 million, which primarily consisted of $1.8 million of interest expense on our repo borrowings, and $0.1 million of interest expense related to our short positions in U.S. Treasury securities. The period-over-period increase in our total interest expense resulted mainly from higher rates on our repo borrowings stemming from the significant increase in short-term interest rates.

The following tables shows information related to our average cost of funds(1) on repurchase agreements for the three-month periods ended June 30, 2023 and 2022:


	Three-Month Period Ended June 30, 2023						Three-Month Period Ended June 30, 2022
	Average Borrowed Funds		Interest Expense		Average Cost of Funds		Average Borrowed Funds		Interest Expense		Average Cost of Funds
(In thousands)
Agency RMBS	$	857,627	$	11,108	5.20	%	$	1,044,220	$	1,742	0.67	%
Non-Agency RMBS	14,093		226		6.43	%	11,690		56		1.92	%
U.S. Treasury Securities	9,237		120		5.20	%	14,319		22		0.60	%
Total	$	880,957	$	11,454	5.22	%	$	1,070,229	$	1,820	0.68	%

(1)This metric does not take into account other instruments that we use to hedge interest rate risk, such as TBAs, swaptions, and futures.

Among other instruments, we use interest rate swaps and short U.S. Treasury securities to hedge against the risk of rising interest rates. The following table shows information related to the components of our average cost of funds including actual and accrued periodic payments on our interest rate swaps and interest expense on short U.S. Treasury securities for the three-month periods ended June 30, 2023 and 2022:


	Repurchase Agreements						Interest Rate Swaps(1)				Short U.S. Treasury Securities(1)(2)				Total(1)
	Average Borrowed Funds		Interest Expense		Average Cost of Funds		Net periodic expense paid or payable		Adjustment to Average Cost of Funds		Interest expense		Adjustment to Average Cost of Funds		Interest and net periodic expense paid or payable		Adjusted Average Cost of Funds
(In thousands)
Three-month period ended June 30, 2023	$	880,957	$	11,454	5.22	%	$	(5,060)	(2.31)	%	$	236	0.11	%	$	6,630	3.02	%
Three-month period ended June 30, 2022(3)	$	1,070,229	$	1,820	0.68	%	$	560	0.21	%	$	100	0.04	%	$	2,480	0.93	%

(1)As an alternative cost of funds measure, we add to our repo borrowing cost the net periodic amounts paid or payable by us on our interest rate swaps and the interest expense we incur on our short positions in U.S. Treasury securities, and express the total as a percentage of our average outstanding repurchase agreement borrowings.

(2)Includes interest expense on reverse repurchase agreements with negative interest rates, which can occur when we borrow certain bonds that we have sold short.

(3)Conformed to current period presentation.

For the three-month period ended June 30, 2023, the weighted average yield of our portfolio of Agency and non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 3.95%, while our total adjusted average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 3.02%, resulting in a net interest margin of 0.93%. By comparison, for the three-month period ended June 30, 2022, the weighted average yield of our portfolio of Agency and non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 2.57%, while our total adjusted average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 0.93%, resulting in a net interest margin of 1.64%.

Management Fees

For both the three-month periods ended June 30, 2023 and 2022, our management fee expense was approximately $0.4 million. Management fees are calculated based on our shareholders' equity at the end of each quarter.

Other Operating Expenses

Other operating expenses, as presented above, include professional fees, compensation expense, insurance expense, and various other expenses incurred in connection with the operation of our business. For the three-month periods ended June 30, 2023 and 2022, our other operating expenses were approximately $1.1 million and $0.9 million, respectively. The increase in other operating expenses for the three-month period ended June 30, 2023 was primarily due to an increase in professional fees.

Other Income (Loss)

Other income (loss) consists of net realized and net change in unrealized gains (losses) on securities and financial derivatives. For the three-month period ended June 30, 2023, Other income (loss) was $4.3 million, consisting primarily of net realized and unrealized gains of $17.7 million on our financial derivatives, which were partially offset by the net realized and unrealized losses of $(13.4) million on our securities. The net realized and unrealized gains on our financial derivatives of $17.7 million consisted of net realized and unrealized gains of $17.3 million on our interest rate swaps and $2.4 million on our net short positions in TBAs, partially offset by net realized and unrealized losses of $(1.9) million on our U.S. Treasury futures. The net gain on our financial derivatives was primarily the result of the increase in interest rates during the quarter. Net realized and unrealized losses of $(13.4) million on our securities consisted primarily of net realized and unrealized losses of $(14.2) million on our Agency RMBS, offset by the net realized and unrealized gains of $0.4 million in Non-Agency RMBS and $0.4 million in U.S. Treasury securities. The net loss on our securities were caused by lower asset prices quarter over quarter, also driven by higher interest rates.

For the three-month period ended June 30, 2022, Other income (loss) was $(16.5) million, consisting primarily of net realized and unrealized losses of $(43.6) million on our securities, which were partially offset by net realized and unrealized gains of $27.0 million on our financial derivatives. Net realized and unrealized losses of $(43.6) million on our securities, consists primarily of losses on our Agency RMBS which were caused by significantly lower asset prices, as interest rates rose and Agency yield spreads widened. The net realized and unrealized gains on our financial derivatives of $27.0 million consisted of net realized and unrealized gains of $16.8 million on our interest rate swaps, $6.1 million on our TBAs, and $4.2 million on our U.S. Treasury futures, and were primarily the result of the significant increase in interest rates.

Results of Operations for the Six-Month Periods Ended June 30, 2023 and 2022

Net Income (Loss)

Net income (loss) for the six-month period ended June 30, 2023 was $3.5 million, as compared to $(28.2) million for the six-month period ended June 30, 2022. The period-over-period reversal in our results of operations was primarily due to total other income in the current period as compared to total other loss in the prior period. This income was partially offset by a significant decline in net interest income which was primarily a result from higher rates on our repo borrowings stemming from the significant increase in short-term interest rates period over period.

Interest Income

Our portfolio as of both June 30, 2023 and 2022 consisted primarily of Agency RMBS, and to a lesser extent, non-Agency RMBS. Before interest expense, we earned approximately $18.1 million and $15.3 million in interest income on these securities for the six-month periods ended June 30, 2023 and 2022, respectively. The period-over-period increase in interest income primarily resulted from higher asset yields on both our Agency and non-Agency RMBS, in addition to higher average holdings on our non-Agency RMBS portfolio, partially offset by lower average holdings on our Agency RMBS portfolio. The Catch-up

Premium Amortization Adjustment causes variability in our interest income and portfolio yields. For the six-month periods ended June 30, 2023, we had a negative Catch-up Premium Amortization Adjustments of approximately $(0.7) million, which decreased interest income. For the six-month periods ended June 30, 2022, we had a positive Catch-up Premium Amortization Adjustments of approximately $1.1 million, which increased interest income. Excluding the Catch-up Premium Amortization Adjustments, the weighted average yield of our overall portfolio was 3.81% and 2.47% for the six-month periods ended June 30, 2023 and 2022, respectively.

The following table details our interest income, average holdings of yield-bearing assets, and weighted average yield based on amortized cost for the six-month periods ended June 30, 2023 and 2022:


	Agency(1)						Non-Agency(1)						Total(1)
(In thousands)	Interest Income		Average Holdings		Yield		Interest Income		Average Holdings		Yield		Interest Income		Average Holdings		Yield
Six-month period ended June 30, 2023	$	16,931	$	965,375	3.51	%	$	1,182	$	21,388	11.05	%	$	18,113	$	986,763	3.67	%
Six-month period ended June 30, 2022	$	14,635	$	1,138,739	2.57	%	$	714	$	13,686	10.44	%	$	15,349	$	1,152,425	2.66	%

(1)Amounts exclude interest income on cash and cash equivalents (including when posted as margin) and long U.S. Treasury securities.

Interest Expense

For the six-month periods ended June 30, 2023 and 2022, the majority of interest expense that we incurred was related to our repo borrowings, which we use to finance our assets. We also incur interest expense in connection with our short positions in U.S. Treasury securities as well as on our counterparties' cash collateral held by us. Our total interest expense for the six-month period ended June 30, 2023 was $21.4 million, which primarily consisted of $21.1 million of interest expense on our repo borrowing, and $0.3 million of interest expense related to our short positions in U.S. Treasury securities. Our total interest expense for the six-month period ended June 30, 2022 was $3.1 million, which primarily consisted of $2.6 million of interest expense on our repo borrowings, and $0.4 million of interest expense related to our short positions in U.S. Treasury securities. The period-over-period increase in our total interest expense resulted mainly from higher rates on our repo borrowings stemming from the significant increase in short-term interest rates.

The following tables shows information related to our average cost of funds(1) on repurchase agreements for the six-month periods ended June 30, 2023 and 2022:


	Six-Month Period Ended June 30, 2023						Six-Month Period Ended June 30, 2022
	Average Borrowed Funds		Interest Expense		Average Cost of Funds		Average Borrowed Funds		Interest Expense		Average Cost of Funds
(In thousands)
Agency RMBS	$	854,578	$	20,411	4.82	%	$	1,084,745	$	2,527	0.47	%
Non-Agency RMBS	14,334		441		6.20	%	7,532		68		1.82	%
U.S. Treasury Securities	10,000		244		4.93	%	9,532		24		0.51	%
Total	$	878,912	$	21,096	4.84	%	$	1,101,809	$	2,619	0.48	%

(1)This metric does not take into account other instruments that we use to hedge interest rate risk, such as TBAs, swaptions, and futures.

Among other instruments, we use interest rate swaps and short U.S. Treasury securities to hedge against the risk of rising interest rates. The following table shows information related to the components of our average cost of funds including accrued periodic payments on our interest rate swaps and interest expense on short U.S. Treasury securities for the six-month periods ended June 30, 2023 and 2022:


	Repurchase Agreements						Interest Rate Swaps(1)				Short U.S. Treasury Securities(1)(2)				Total(1)
	Average Borrowed Funds		Interest Expense		Average Cost of Funds		Net periodic expense paid or payable		Adjustment to Average Cost of Funds		Interest expense		Adjustment to Average Cost of Funds		Interest and net periodic expense paid or payable		Adjusted Average Cost of Funds
(In thousands)
Six-month period ended June 30, 2023	$	878,912	$	21,096	4.84	%	$	(9,261)	(2.12)	%	$	282	0.06	%	$	12,117	2.78	%
Six-month period ended June 30, 2022(3)	$	1,101,809	$	2,619	0.48	%	$	1,219	0.23	%	$	402	0.07	%	$	4,240	0.78	%

(2)Includes interest expense on reverse repurchase agreements with negative interest rates, which can occur when we borrow certain bonds that we have sold short.

(3)Conformed to current period presentation.

For the six-month period ended June 30, 2023, the weighted average yield of our portfolio of Agency and non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 3.81%, while our total adjusted average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 2.78%, resulting in a net interest margin of 1.03%. By comparison, for the six-month period ended June 30, 2022, the weighted average yield of our portfolio of Agency and non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 2.47%, while our total adjusted average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 0.78%, resulting in a net interest margin of 1.69%.

Management Fees

For both the six-month periods ended June 30, 2023 and 2022, our management fee expense was approximately $0.9 million. Management fees are calculated based on our shareholders' equity at the end of each quarter.

Other Operating Expenses

Other operating expenses, as presented above, include professional fees, compensation expense, insurance expense, and various other expenses incurred in connection with the operation of our business. For the six-month periods ended June 30, 2023 and 2022, our other operating expenses were approximately $1.9 million and $1.7 million, respectively. The increase in other operating expenses for the six-month period ended June 30, 2023 was primarily due to an increase in professional fees.

Other Income (Loss)

Other income (loss) consists of net realized and net change in unrealized gains (losses) on securities and financial derivatives. For the six-month period ended June 30, 2023, Other income (loss) was $8.3 million, consisting primarily of net realized and unrealized gains of $8.9 million on our financial derivatives, which were partially offset by net realized and unrealized losses of $(0.5) million on our securities. The net realized and unrealized gains on our financial derivatives of $8.9 million consisted of net realized and unrealized gains of $8.5 million on our interest rate swaps and $1.2 million on our net short positions in TBAs, partially offset by net realized and unrealized losses of $(0.7) million on our U.S. Treasury futures. The net gain on our financial derivatives was primarily the result of the increase in interest rates during the quarter. Net realized and unrealized losses of $(0.5) million on our securities consisted primarily of net realized and unrealized losses of $(1.8) million on our Agency RMBS, partially offset by net realized and unrealized gains of $0.9 million in non-agency RMBS and $0.4 million in U.S Treasury securities, respectively. The net loss on our securities was caused by lower asset prices period over period, also driven by higher interest rates.

For the six-month period ended June 30, 2022, Other income (loss) was $(38.1) million, consisting primarily of net realized and unrealized losses of $(112.3) million on our Agency RMBS, which were partially offset by net realized and

unrealized gains of $3.7 million on our short U.S. Treasury securities and net realized and unrealized gains of $70.2 million on our financial derivatives. The losses on our Agency RMBS holdings were caused by significantly lower asset prices, as interest rates rose, market volatility spiked, and Agency yield spreads widened. For the six-month period ended June 30, 2022, the net realized and unrealized gains of $3.7 million on our short U.S. Treasury securities and net realized and unrealized gains $70.2 on our financial derivatives were primarily the result of the significant increase in interest rates. The net realized and unrealized gains on our financial derivatives of $70.2 million consisted of net realized and change in net unrealized gains of $34.2 million on our interest rate swaps, $21.2 million on our U.S. Treasury futures, and $14.7 million on our TBAs.

Liquidity and Capital Resources

Liquidity refers to our ability to generate and obtain adequate amounts of cash to meet our requirements, including repaying our borrowings, funding and maintaining RMBS and other assets, paying dividends, and other general business needs. Our short-term (the 12 months following period end) and long-term (beyond 12 months from period end) liquidity requirements include acquisition costs for assets we acquire, payment of our management fee, compliance with margin requirements under our repurchase agreements, TBA and other financial derivative contracts, repayment of repurchase agreement borrowings to the extent we are unable or unwilling to extend our repurchase agreements, the payment of dividends, and payment of our general operating expenses. Our capital resources primarily include cash on hand, cash flow from our investments (including monthly principal and interest payments received on our RMBS and proceeds from the sale of RMBS), borrowings under repurchase agreements, and proceeds from equity offerings. We expect that these sources of funds will be sufficient to meet our short-term and long-term liquidity needs.

We borrow funds in the form of repurchase agreements. The terms of our repo borrowings are predominantly governed by Master Repurchase Agreements, or "MRAs," which generally conform to the terms in the standard master repurchase agreement as published by the Securities Industry and Financial Markets Association as to repayment and margin requirements. In addition, each lender may require that we include supplemental terms and conditions to the standard master repurchase agreement. Typical supplemental terms and conditions include the addition of or changes to provisions relating to margin calls, net asset value requirements, cross default provisions, certain key person events, changes in corporate structure, and requirements that all controversies related to the repurchase agreement be litigated in a particular jurisdiction. These provisions may differ for each of our lenders.

As of June 30, 2023 and December 31, 2022, we had $0.9 billion and $0.8 billion outstanding under our repurchase agreements, respectively. As of June 30, 2023, our outstanding repurchase agreements were with 18 counterparties.

The amounts borrowed under our repurchase agreements are generally subject to the application of "haircuts." A haircut is the percentage discount that a repo lender applies to the market value of an asset serving as collateral for a repo borrowing, for the purpose of determining whether such repo borrowing is adequately collateralized. As of June 30, 2023 and December 31, 2022, the weighted average contractual haircut applicable to the assets that serve as collateral for our outstanding repo borrowings was 5.2% and 5.5%, respectively.

The following table details total outstanding borrowings, average outstanding borrowings, and the maximum outstanding borrowings at any month end for each quarter under repurchase agreements for the past twelve quarters.


Quarter Ended	Borrowings Outstanding at Quarter End		Average Borrowings Outstanding		Maximum Borrowings Outstanding at Any Month End
	(In thousands)
June 30, 2023	$	875,030	$	880,957	$	883,043
March 31, 2023	875,670		876,846		897,629
December 31, 2022	842,455		899,752		881,401
September 30, 2022	938,046		928,942		940,321
June 30, 2022	950,339		1,070,229		1,087,826
March 31, 2022	1,211,163		1,133,738		1,211,163
December 31, 2021	1,064,835		1,068,384		1,088,712
September 30, 2021	1,062,197		1,114,820		1,140,182
June 30, 2021	1,135,497		1,166,954		1,196,779
March 31, 2021	1,106,724		1,040,521		1,106,724
December 31, 2020	1,015,245		1,033,128		1,050,840
September 30, 2020	1,061,640		1,030,402		1,096,065

As of June 30, 2023, we had an aggregate amount at risk under our repurchase agreements with 18 counterparties of $46.1 million. As of December 31, 2022, we had an aggregate amount at risk under our repurchase agreements with 17 counterparties of $49.8 million. Amounts at risk represent the excess, if any, for each counterparty of the fair value of collateral held by such counterparty over the amounts outstanding under repurchase agreements. If the amounts outstanding under repurchase agreements with a particular counterparty are greater than the collateral held by the counterparty, there is no amount at risk for the particular counterparty. Amounts at risk under our repurchase agreements as of June 30, 2023 and December 31, 2022 does not include $0.8 million and $1.5 million, respectively, of net accrued interest receivable, which is defined as accrued interest on securities held as collateral less interest payable on cash borrowed.

Our derivatives are predominantly subject to bilateral master trade agreements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the "Dodd-Frank Act." We may be required to deliver or receive cash or securities as collateral upon entering into derivative transactions. Changes in the relative value of derivative transactions may require us or the counterparty to post or receive additional collateral. Entering into derivative contracts involves market risk in excess of amounts recorded on our balance sheet. In the case of cleared derivatives, the clearinghouse becomes our counterparty and the future commission merchant acts as an intermediary between us and the clearinghouse with respect to all facets of the related transaction, including the posting and receipt of required collateral.

As of June 30, 2023, we had an aggregate amount at risk under our derivative contracts, excluding TBAs, with three counterparties of approximately $21.5 million. As of December 31, 2022, we had an aggregate amount at risk under our derivatives contracts, excluding TBAs, with three counterparties of approximately $24.5 million. Amounts at risk under our derivatives contracts represent the excess, if any, for each counterparty of the fair value of our derivative contracts plus our collateral held directly by the counterparty less the counterparty's collateral held by us. If a particular counterparty's collateral held by us is greater than the aggregate fair value of the financial derivatives plus our collateral held directly by the counterparty, there is no amount at risk for the particular counterparty.

We purchase and sell TBAs and Agency pass-through certificates on a when-issued or delayed delivery basis. The delayed delivery for these securities means that these transactions are more prone to market fluctuations between the trade date and the ultimate settlement date, and therefore are more vulnerable, especially in the absence of margining arrangements with respect to these transactions, to increasing amounts at risk with the applicable counterparties. As of June 30, 2023, in connection with our forward settling TBA and Agency pass-through certificates, we had an aggregate amount at risk with seven counterparties of approximately $2.4 million. As of December 31, 2022, in connection with our forward settling TBA and Agency pass-through certificates, we had an aggregate amount at risk with eight counterparties of approximately $4.6 million. Amounts at risk in connection with our forward settling TBA and Agency pass-through certificates represent the excess, if any, for each counterparty of the net fair value of the forward settling contracts plus our collateral held directly by the counterparty less the counterparty's collateral held by us. If a particular counterparty's collateral held by us is greater than the aggregate fair value of the forward settling contracts plus our collateral held directly by the counterparty, there is no amount at risk for the particular counterparty.

As of June 30, 2023, we had cash and cash equivalents of $43.7 million.

The timing and frequency of distributions will be determined by our Board of Trustees based upon a variety of factors deemed relevant by our trustees, including restrictions under applicable law, our capital requirements, and the REIT requirements of the Code. The declaration of dividends to our shareholders and the amount of such dividends are at the discretion of our Board of Trustees. The following table sets forth the dividend distributions authorized by the Board of Trustees for the periods indicated below:

Six-Month Period Ended June 30, 2023:

Dividend
Per Share

Dividend
Amount

Declaration Date

Record Date

Payment Date

(In thousands)

0.08

1,150

June 7, 2023

June 30, 2023

July 25, 2023

0.08

1,115

May 8, 2023

May 31, 2023

June 26, 2023

0.08

1,106

April 10, 2023

April 28, 2023

May 25, 2023

0.08

1,106

March 7, 2023

March 31, 2023

April 25, 2023

0.08

1,103

February 7, 2023

February 28, 2023

March 27, 2023

0.08

1,096

January 9, 2023

January 31, 2023

February 27, 2023

Six-Month Period Ended June 30, 2022:

Dividend
Per Share

Dividend
Amount

Declaration Date

Record Date

Payment Date

(In thousands)

0.08

1,046

June 7, 2022

June 30, 2022

July 25, 2022

0.08

1,049

May 2, 2022

May 31, 2022

June 27, 2022

0.10

1,311

April 7, 2022

April 29, 2022

May 25, 2022

0.10

1,311

March 7, 2022

March 31, 2022

April 25, 2022

0.10

1,311

February 7, 2022

February 28, 2022

March 25, 2022

0.10

1,311

January 7, 2022

January 31, 2022

February 25, 2022

On July 10, 2023, the Board of Trustees approved a monthly dividend in the amount of $0.08 per share payable on August 25, 2023 to shareholders of record as of July 31, 2023.

On August 7, 2023, the Board of Trustees approved a monthly dividend in the amount of $0.08 per share payable on September 25, 2023 to shareholders of record as of August 31, 2023.

At those times when cash flows from our operating activities are insufficient to fund our dividend payments, we fund such dividend payments through cash flows from our investing and/or financing activities, and in some cases from additional cash on hand. The following paragraphs summarize our cash flows for the six-month periods ended June 30, 2023 and 2022.

For the six-month period ended June 30, 2023, our operating activities used net cash of $4.4 million and our investing activities used net cash of $18.5 million. Our repo activity used to finance our purchase of securities (including repayments, in conjunction with the sales of securities, of amounts borrowed under our repurchase agreements as well as collateral posted in connection with our repo activity) provided net cash of $31.1 million. Thus our operating and investing activities, when combined with our net repo financing activities, provided net cash of $8.2 million. We also received proceeds from the issuance of common shares, net of agent commissions and offering costs paid of $7.3 million. We also used $6.6 million to pay dividends. As a result of these activities, there was a increase in our cash holdings of $8.9 million, from $34.8 million as of December 31, 2022 to $43.7 million as of June 30, 2023.

For the six-month period ended June 30, 2022, our operating activities provided net cash of $14.0 million and our investing activities provided net cash of $39.2 million. Our repo activity used to finance our purchase of securities (including repayments, in conjunction with the sales of securities, of amounts borrowed under our repurchase agreements as well as collateral posted in connection with our repo activity) used net cash of $76.9 million. Thus our operating and investing activities, when combined with our net repo financing activities, used net cash of $23.7 million. We also used $7.6 million to pay dividends, and $0.2 million to repurchase common shares. As a result of these activities, there was a decrease in our cash holdings of $31.6 million, from $69.0 million as of December 31, 2021 to $37.5 million as of June 30, 2022.

On April 2, 2021, we commenced an "at-the-market" offering program, or "ATM program," by entering into equity distribution agreements with third party sales agents under which we are authorized to offer and sell up to $75.0 million of common shares from time to time. During the three-month period ended June 30, 2023, we issued 547,790 common shares under the ATM program which provided $3.8 million of net proceeds after $69 thousand of agent commissions and $37 thousand of offering costs. During the six-month period ended June 30, 2023, we issued 1,003,461 common shares under the ATM program which provided $7.3 million of net proceeds after $131 thousand of agents commissions and $61 thousand of offering costs. From commencement of the ATM program through June 30, 2023, we issued 1,435,510 common shares under the ATM program, which provided $11.3 of net proceeds after $0.2 million of agent commissions and $0.2 million of offering costs. As of June 30, 2023, we had $63.5 million of common shares available to be issued remaining under the ATM program.

On June 13, 2018, our Board of Trustees approved the adoption of a share repurchase program under which we are authorized to repurchase up to 1.2 million common shares. The program, which is open-ended in duration, allows us to make repurchases from time to time on the open market or in negotiated transactions, including through Rule 10b5-1 plans. Repurchases are at our discretion, subject to applicable law, share availability, price and our financial performance, among other considerations. Under the current repurchase program adopted on June 13, 2018, we have repurchased 474,192 common shares through May 12, 2023 at an average price per share of $9.21 and an aggregate cost of $4.4 million, and have authorization to repurchase an additional 725,808 common shares. We did not purchase any shares under this program during the three-month period ended June 30, 2023.

Based on our current portfolio, amount of free cash on hand, debt-to-equity ratio and current and anticipated availability of credit, we believe that our capital resources will be sufficient to enable us to meet anticipated short-term and long-term liquidity requirements.

We are not required by our investment guidelines to maintain any specific debt-to-equity ratio, and we believe that the appropriate leverage for the particular assets we hold depends on the credit quality and risk of those assets, as well as the general availability and terms of stable and reliable financing for those assets.

Contractual Obligations and Commitments

We are a party to a management agreement with our Manager. Pursuant to that agreement, our Manager is entitled to receive a management fee based on shareholders' equity, reimbursement of certain expenses and, in certain circumstances, a termination fee. Such fees and expenses do not have fixed and determinable payments. For a description of the management agreement provisions, see Note 9 to our consolidated financial statements.

We enter into repurchase agreements with third-party broker-dealers whereby we sell securities to such broker-dealers at agreed-upon purchase prices at the initiation of the repurchase agreements and agree to repurchase such securities at predetermined repurchase prices and termination dates, thus providing the broker-dealers with an implied interest rate on the funds initially transferred to us by the broker-dealers. We may enter into reverse repurchase agreements with third-party broker-dealers whereby we purchase securities under agreements to resell at an agreed-upon price and date. In general, we most often will enter into reverse repurchase agreement transactions in order to effectively borrow securities that we can then deliver to counterparties to whom we have made short sales of the same securities. The implied interest rates on the repurchase agreements and reverse repurchase agreements we enter into are based upon competitive market rates at the time of initiation. Repurchase agreements and reverse repurchase agreements that are conducted with the same counterparty may be reported on a net basis if they meet the requirements of ASC 210-20, Balance Sheet, Offsetting. As of both June 30, 2023 and December 31, 2022, there were no repurchase agreements and reverse repurchase agreements reported on a net basis on the Consolidated Balance Sheet.

As of June 30, 2023, we had $0.9 billion of outstanding borrowings with 18 counterparties.

Off-Balance Sheet Arrangements

As of June 30, 2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide funding to any such entities. As such, we are not materially exposed to any market, credit, liquidity, or financing risk that could arise if we had engaged in such relationships.

Inflation

Virtually all of our assets and liabilities are interest rate-sensitive in nature. As a result, interest rates and other factors

generally influence our performance more than does inflation. Our activities and balance sheet are measured with reference to historical cost and/or fair market value without considering inflation.

However, elevated long-term inflation could adversely impact the performance of our investment portfolio, or the prices of our investments, or both. For example, if higher inflation is not matched by an increase in wages, inflation could cause the real income of the borrowers whose loans underlie our non-Agency RMBS to decline.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The primary components of our market risk are related to interest rate risk, prepayment risk, and credit risk. We seek to actively manage these and other risks and to acquire and hold assets that we believe justify bearing those risks, and to maintain capital levels consistent with those risks.

Interest Rate Risk

Interest rates are highly sensitive to many factors, including governmental monetary 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 most of our assets and liabilities. For some securities in our portfolio, the coupon interest rates on, and therefore also the values of, such securities are highly sensitive to interest rate movements, such as inverse floating rate RMBS, which benefit from falling interest rates. Our repurchase agreements generally have maturities of up to 364 days and carry interest rates that are determined by reference to a benchmark rate such SOFR for those same periods. Whenever one of our fixed-rate repo borrowings matures, it will generally be replaced with a new fixed-rate repo borrowing based on market interest rates prevailing at such time. Subject to maintaining our qualification as a REIT and our exclusion from registration under the Investment Company Act, we opportunistically hedge our interest rate risk by entering into interest rate swaps, TBAs, U.S. Treasury securities, Eurodollar and U.S. Treasury futures, and other instruments. In general, such hedging instruments are used to mitigate the interest rate risk arising from the mismatch between the duration of our financed Agency RMBS and the duration of the liabilities used to finance such assets.

In addition to measuring and mitigating the risk related to changes in interest rates with respect to the generally shorter-term liabilities we incur to acquire and hold generally longer-lived RMBS, we also monitor the effect of changes in interest rates on the discounted present value of our portfolio of assets and liabilities. The following sensitivity analysis table shows the estimated impact on the fair value of our portfolio segregated by certain identified categories as of June 30, 2023, assuming a static portfolio and immediate and parallel shifts in interest rates from current levels as indicated below.


(In thousands)	Estimated Change for a Decrease in Interest Rates by								Estimated Change for an Increase in Interest Rates by
	50 Basis Points				100 Basis Points				50 Basis Points				100 Basis Points
Category of Instruments	Market Value		% of Total Equity		Market Value		% of Total Equity		Market Value		% of Total Equity		Market Value		% of Total Equity
Agency RMBS, and CMBS excluding TBAs	$	20,186	17.30	%	$	38,764	33.22	%	$	(21,797)	(18.67)	%	$	(45,201)	(38.73)	%
Long TBAs	1,906		1.63	%	3,479		2.98	%	(2,240)		(1.92)	%	(4,815)		(4.13)	%
Short TBAs	(6,041)		(5.18)	%	(11,869)		(10.17)	%	6,255		5.36	%	12,724		10.90	%
Non-Agency RMBS	(331)		(0.28)	%	(839)		(0.72)	%	156		0.13	%	136		0.12	%
U.S. Treasury Securities, Interest Rate Swaps, and Futures	(15,892)		(13.62)	%	(32,482)		(27.83)	%	15,196		13.02	%	29,694		25.44	%

Corporate Securities and Derivatives on Corporate Securities	(4)		—	%	(7)		(0.01)	%	4		—	%	7		0.01	%
Repurchase and Reverse Repurchase Agreements	(284)		(0.24)	%	(569)		(0.49)	%	284		0.24	%	569		0.49	%
Total	$	(460)	(0.39)	%	$	(3,523)	(3.02)	%	$	(2,142)	(1.84)	%	$	(6,886)	(5.90)	%

Our analysis of interest rate risk is derived from Ellington's proprietary models as well as third-party information and analytics. Many assumptions have been made in connection with the calculations set forth in the table above and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. For example, for each hypothetical immediate shift in interest rates, assumptions have been made as to the response of mortgage prepayment rates, the shape of the yield curve, and market volatilities of interest rates; each of the foregoing factors can

significantly and adversely affect the fair value of our interest rate sensitive instruments.

The above analysis utilizes assumptions and estimates based on management's judgment and experience, and relies on financial models, which are inherently imperfect; in fact, different models can produce different results for the same securities. While the table above reflects the estimated impacts of immediate parallel interest rate increases and decreases on specific categories of instruments in our portfolio, we intend to actively trade many of the instruments in our portfolio and intend to diversify our portfolio to reflect a portfolio comprised primarily of Agency RMBS, and, to a lesser extent, non-Agency RMBS and mortgage-related assets. Therefore, our current or future portfolios may have risks that differ significantly from those of our June 30, 2023 portfolio estimated above. Moreover, the impact of changing interest rates on fair value can change significantly when interest rates change by a greater amount than the hypothetical shifts assumed above. Furthermore, our portfolio is subject to many risks other than interest rate risks, and these additional risks may or may not be correlated with changes in interest rates. For all of the foregoing reasons and others, the table above is for illustrative purposes only and actual changes in interest rates would likely cause changes in the actual fair value of our portfolio that would differ from those presented above, and such differences might be significant and adverse. See "Business—Special Note Regarding Forward-Looking Statements."

Prepayment Risk

Prepayment risk is the risk of change, whether an increase or a decrease, in the rate at which principal is returned in respect to mortgage loans underlying RMBS, including both through voluntary prepayments and through liquidations due to defaults and foreclosures. Most significantly, our portfolio is exposed to the risk of changes in prepayment rates of the mortgage loans underlying our RMBS. This rate of prepayment is affected by a variety of factors, including the prevailing level of interest rates as well as economic, demographic, tax, social, legal, and other factors. Mortgage prepayment rates can be highly sensitive to changes in interest rates, but they are also affected by housing turnover, which can be driven by factors other than interest rates, including worker mobility and home price appreciation. Changes in prepayment rates will have varying effects on the different types of securities in our portfolio, and we attempt to take these effects into account in making asset management decisions. Increases in prepayment rates may cause us to experience both realized and unrealized losses on our interest-only securities, or "IOs," and inverse interest only securities, or "IIOs," as these securities are extremely sensitive to prepayment rates. Conversely, decreases in prepayment rates on our securities with below-market interest rates may cause the duration of such securities to extend, which may cause us to experience unrealized losses on such securities. Prepayment rates, besides being subject to interest rates and borrower behavior, are also substantially affected by government policy and regulation. For example, prepayment rates are generally lower in states with substantially higher mortgage recording taxes.

Credit Risk

We are subject to credit risk in connection with certain of our assets, especially our non-Agency RMBS. Credit losses on real estate loans underlying our non-Agency RMBS can occur for many reasons, including, but not limited to, poor origination practices, fraud, faulty appraisals, documentation errors, poor underwriting, legal errors, poor servicing practices, weak economic conditions, decline in the value of homes, special hazards, earthquakes and other natural events, over-leveraging of the borrower on the property, reduction in market rents and occupancy rates and poor property management services in the case of rented homes, changes in legal protections for lenders, reduction in personal income, job loss, and personal events such as divorce or health problems. Property values are subject to volatility and may be affected adversely by a number of factors, 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), changes or continued weakness in specific industry segments, construction quality, age and design, demographic factors, and retroactive changes to building or similar codes. For mortgage-related instruments, the two primary components of credit risk are default risk and severity risk.

Default Risk

Default risk is the risk that borrowers will fail to make principal and interest payments on their mortgage loans. Subject to maintaining our qualification as a REIT and our exclusion from registration under the Investment Company Act, we may selectively attempt to mitigate our default risk by, among other things, opportunistically entering into credit default swaps and total return swaps. These instruments can reference various RMBS indices, corporate bond indices, or corporate entities, such as publicly traded REITs. We also rely on third-party mortgage servicers to mitigate our default risk, but such third-party mortgage servicers may have little or no economic incentive to mitigate loan default rates.

Severity Risk

Severity risk is the risk of loss upon a borrower default on a mortgage loan underlying our RMBS. Severity risk includes the risk of loss of value of the property underlying the mortgage loan as well as the risk of loss associated with taking over the property, including foreclosure costs. We rely on third-party mortgage servicers to mitigate our severity risk, but such third-party mortgage servicers may have little or no economic incentive to mitigate loan loss severities. Such mitigation efforts may

include loan modification programs and prompt foreclosure and property liquidation following a default.

Liquidity Risk

To fund our assets we may use a variety of debt alternatives in addition to equity capital that present us with liquidity risks. Certain of our assets are long-term fixed-rate assets, and we believe that liquidity risk arises from these assets with shorter-term variable rate borrowings. We seek to manage these risks, including by maintaining a prudent level of leverage, implementing interest rate hedges, maintaining sources of long-term financing, monitoring our liquidity position on a daily basis, monitoring the ongoing financial stability and future business plans of our financing counterparties, and maintaining a reasonable cushion of cash and unpledged securities in our portfolio in order to meet future margin calls.

We pledge assets, including mortgage-backed securities, as collateral to secure most of our financing arrangements. However, should the value of our collateral or the value of our derivative instruments suddenly decrease, or margin requirements increase, we may be required to post additional collateral for certain of these arrangements, causing an adverse change in our liquidity position. Furthermore, there is no assurance that we will always be able to renew (or roll) our short-term funding liabilities at their scheduled maturities, which could materially harm our liquidity position and result in substantial losses. In addition, in some cases our counterparties have the option to increase our haircuts (margin requirements) on the assets we pledge against our funding liabilities, thereby reducing the amount that can be borrowed against an asset even if they agree to renew or roll our funding liabilities. Significantly higher haircuts would require us to post additional collateral and could reduce our ability to leverage our portfolio or may even force us to sell assets, especially if correlated with asset price declines or faster prepayment rates on our assets.

Additionally, 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 and, therefore, 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 seek to mitigate these risks by monitoring the equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures. An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2023. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2023.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and trustees; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

PART II

Item 1. Legal Proceedings

Neither we nor Ellington nor its affiliates (including our Manager) are currently subject to any legal proceedings that we or our Manager consider material. Nevertheless, we and Ellington and its affiliates operate in highly regulated markets that currently are under regulatory scrutiny, and over the years, Ellington and its affiliates have received, and we expect in the future that we and they may receive, inquiries and requests for documents and information from various federal, state and foreign regulators.

We and Ellington cannot provide any assurance that, whether the result of regulatory inquiries or otherwise, neither we nor Ellington nor its affiliates will become subject to investigations, enforcement actions, fines, penalties or the assertion of private litigation claims or that, if any such events were to occur, they would not materially adversely affect us. For a discussion of these and other related risks, see "Risk Factors—General Risk Factors—We, Ellington, or its affiliates may be subject to regulatory inquiries and proceedings, or other legal proceedings" included in Part I, Item 1A of our Annual Report on Form 10-K.

Item 1A. Risk Factors

For information regarding factors that could affect our results of operations, financial condition, and liquidity, see the risk factors discussed under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes from these previously disclosed risk factors. See also "Special Note Regarding Forward-Looking Statements," included in Part I, Item 2 of this Quarterly Report on Form 10-Q.

Item 6. Exhibits and Financial Statement Schedules


Exhibit						Description

10.1+						Ellington Residential Mortgage REIT 2023 Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on April 6, 2023)

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

32.1*						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002

32.2*						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith. These certifications are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

+ Previously filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

ELLINGTON RESIDENTIAL MORTGAGE REIT

Date:

August 14, 2023

By:

/s/ LAURENCE PENN

Laurence Penn
Chief Executive Officer
(Principal Executive Officer)

ELLINGTON RESIDENTIAL MORTGAGE REIT

Date:

August 14, 2023

By:

/s/ CHRIS SMERNOFF

Christopher Smernoff
Chief Financial Officer
(Principal Financial and Accounting Officer)

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Laurence Penn, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ellington Residential Mortgage REIT;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

August 14, 2023

/s/ Laurence Penn

Laurence Penn

Chief Executive Officer
(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Smernoff, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ellington Residential Mortgage REIT;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

August 14, 2023

/s/ Christopher Smernoff

Christopher Smernoff

Chief Financial Officer
(Principal Financial and Accounting Officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ellington Residential Mortgage REIT (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laurence Penn, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:

August 14, 2023

/s/ Laurence Penn

Laurence Penn
Chief Executive Officer
(Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ellington Residential Mortgage REIT (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher Smernoff, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:

August 14, 2023

/s/ Christopher Smernoff

Christopher Smernoff
Chief Financial Officer
(Principal Financial and Accounting Officer)