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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended September 30, 2019



¨	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)		(IRS Employer Identification No.)

53 Forest Avenue

Old Greenwich, CT 06870

(Address of principal executive offices, zip code)

(203) 698-1200

(Registrant's Telephone Number, Including Area Code)

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 x 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 x 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	x
Non-Accelerated Filer	¨	Smaller Reporting Company	x
		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 x

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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



Class		Outstanding at November 1, 2019
Common Shares of Beneficial Interest, $0.01 par value per share		12,448,421

ELLINGTON RESIDENTIAL MORTGAGE REIT

INDEX



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	34
Item 3. Quantitative and Qualitative Disclosures about Market Risk	53
Item 4. Controls and Procedures	56
PART II. Other Information
Item 1. Legal Proceedings	56
Item 1A. Risk Factors	56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 6. Exhibits	57

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (unaudited)

ELLINGTON RESIDENTIAL MORTGAGE REIT

CONSOLIDATED BALANCE SHEET

(UNAUDITED)



	September 30, 2019			December 31, 2018
(In thousands except for share amounts)
ASSETS
Cash and cash equivalents	$	50,188		$	18,585
Mortgage-backed securities, at fair value	1,394,568			1,540,296
Due from brokers	56,734			24,051
Financial derivatives–assets, at fair value	475			11,839
Reverse repurchase agreements	43,008			379
Receivable for securities sold	123,594			74,197
Interest receivable	5,127			5,607
Other assets	708			612
Total Assets	$	1,674,402		$	1,675,566
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Repurchase agreements	$	1,337,984		$	1,481,561
Payable for securities purchased	114,684			11,275
Due to brokers	294			1,325
Financial derivatives–liabilities, at fair value	19,886			16,559
U.S. Treasury securities sold short, at fair value	37,835			374
Dividend payable	3,485			4,252
Accrued expenses	681			838
Management fee payable to affiliate	582			579
Interest payable	4,400			4,981
Total Liabilities	1,519,831			1,521,744
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; (12,448,421 and 12,507,213 shares issued and outstanding, respectively)	124			125
Additional paid-in-capital	230,303			230,888
Accumulated deficit	(75,856		)	(77,191		)
Total Shareholders' Equity	154,571			153,822
Total Liabilities and Shareholders' Equity	$	1,674,402		$	1,675,566

See Notes to Consolidated Financial Statements

ELLINGTON RESIDENTIAL MORTGAGE REIT

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)



	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
	2019			2018			2019			2018
(In thousands except for per share amounts)
INTEREST INCOME (EXPENSE)
Interest income	$	10,485		$	13,171		$	35,237		$	40,677
Interest expense	(8,820		)	(8,519		)	(28,038		)	(23,434		)
Total net interest income	1,665			4,652			7,199			17,243
EXPENSES
Management fees to affiliate	582			641			1,759			1,968
Professional fees	216			198			652			651
Compensation expense	132			136			394			511
Insurance expense	74			74			221			221
Other operating expenses	341			283			987			924
Total expenses	1,345			1,332			4,013			4,275
OTHER INCOME (LOSS)
Net realized gains (losses) on securities	1,564			(8,402		)	1,308			(13,590		)
Net realized gains (losses) on financial derivatives	(1,862		)	4,058			(22,723		)	16,311
Change in net unrealized gains (losses) on securities	9,058			(2,636		)	45,540			(32,915		)
Change in net unrealized gains (losses) on financial derivatives	(5,351		)	4,606			(14,761		)	16,005
Total other income (loss)	3,409			(2,374		)	9,364			(14,189		)
NET INCOME (LOSS)	$	3,729		$	946		$	12,550		$	(1,221	)
NET INCOME (LOSS) PER COMMON SHARE:
Basic and Diluted	$	0.30		$	0.07		$	1.01		$	(0.09	)

See Notes to Consolidated Financial Statements

ELLINGTON RESIDENTIAL MORTGAGE REIT

CONSOLIDATED STATEMENT 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, 2017	13,340,217		$	134		—	$	—	$	240,062		$	(47,493	)	$	192,703
Share based compensation									49						49
Repurchase of common shares	(512,367	)	(6		)	—	—		(5,735		)				(5,741		)
Dividends declared⁽¹⁾												(4,746		)	(4,746		)
Net income (loss)												(3,953		)	(3,953		)
BALANCE, March 31, 2018	12,827,850		128			—	—		234,376			(56,192		)	178,312
Share based compensation									50						50
Repurchase of common shares	(115,800	)	(1		)	—	—		(1,274		)				(1,275		)
Dividends declared⁽¹⁾												(4,704		)	(4,704		)
Net income (loss)												1,786			1,786
BALANCE, June 30, 2018	12,712,050		127			—	—		233,152			(59,110		)	174,169
Issuance of restricted shares	13,144		—			—	—		—						—
Share based compensation									50						50
Repurchase of common shares	(21,720	)	—			—	—		(235		)				(235		)
Dividends declared⁽¹⁾												(4,700		)	(4,700		)
Net income (loss)												946			946
BALANCE, September 30, 2018	12,703,474		$	127		—	$	—	$	232,967		$	(62,864	)	$	170,230

BALANCE, December 31, 2018	12,507,213		$	125		—	$	—	$	230,888		$	(77,191	)	$	153,822
Share based compensation									53						53
Repurchase of common shares	(40,110	)	—			—	—		(414		)				(414		)
Dividends declared⁽¹⁾												(4,239		)	(4,239		)
Net income (loss)												8,928			8,928
BALANCE, March 31, 2019	12,467,103		125			—	—		230,527			(72,502		)	158,150
Share based compensation									53						53
Dividends declared⁽¹⁾												(3,491		)	(3,491		)
Net income (loss)												(107		)	(107		)
BALANCE, June 30, 2019	12,467,103		125			—	—		230,580			(76,100		)	154,605
Issuance of restricted shares	15,024		—			—	—		—						—
Share based compensation									55						55
Repurchase of common shares	(33,706	)	(1		)	—	—		(332		)	—			(333		)
Dividends declared⁽¹⁾												(3,485		)	(3,485		)
Net income (loss)												3,729			3,729
BALANCE, September 30, 2019	12,488,421		$	124		—	$	—	$	230,303		$	(75,856	)	$	154,571


(1)	For the three-month periods ended September 30, 2019 and 2018, dividends totaling $0.28 and $0.37, respectively, per common share outstanding, were declared. For the nine-month periods ended September 30, 2019 and 2018, dividends totaling $0.90 and $1.11, respectively, per common share outstanding, were declared.

See Notes to Consolidated Financial Statements

ELLINGTON RESIDENTIAL MORTGAGE REIT

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)



	Nine-Month Period Ended September 30,
	2019			2018
(In thousands)
Cash flows provided by (used in) operating activities:
Net income (loss)	$	12,550		$	(1,221	)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Net realized (gains) losses on securities	(1,308		)	13,590
Change in net unrealized (gains) losses on securities	(45,540		)	32,915
Net realized (gains) losses on financial derivatives	22,723			(16,311		)
Change in net unrealized (gains) losses on financial derivatives	14,761			(16,005		)
Amortization of premiums and accretion of discounts, net	10,065			8,165
Share based compensation	161			149
(Increase) decrease in assets:
Interest receivable	480			109
Other assets	(96		)	(142		)
Increase (decrease) in liabilities:
Accrued expenses	(157		)	(24		)
Interest payable	(581		)	1,022
Management fees payable to affiliate	3			(84		)
Net cash provided by (used in) operating activities	13,061			22,163
Cash flows provided by (used in) investing activities:
Purchases of securities	(1,308,549		)	(1,001,324		)
Proceeds from sale of securities	1,400,018			917,962
Principal repayments of mortgage-backed securities	146,230			136,490
Proceeds from investments sold short	513,084			778,977
Repurchase of investments sold short	(476,800		)	(829,897		)
Proceeds from disposition of financial derivatives	13,928			28,395
Purchase of financial derivatives	(36,634		)	(11,798		)
Payments made on reverse repurchase agreements	(5,158,083		)	(10,302,989		)
Proceeds from reverse repurchase agreements	5,115,454			10,357,680
Due from brokers, net	(14,969		)	6,217
Due to brokers, net	(182		)	7,865
Net cash provided by (used in) investing activities	193,497			87,578

See Notes to Consolidated Financial Statements



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


	Nine-Month Period Ended September 30,
	2019			2018
Cash flows provided by (used in) financing activities:
Repurchase of common shares	(747		)	(7,251		)
Dividends paid	(11,982		)	(14,386		)
Borrowings under repurchase agreements	1,256,876			1,270,533
Repayments of repurchase agreements	(1,400,453		)	(1,367,107		)
Due from brokers, net	(17,723		)	(6,631		)
Due to brokers, net	(926		)	—
Cash provided by (used in) financing activities	(174,955		)	(124,842		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	31,603			(15,101		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	18,585			56,117
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	50,188		$	41,016
Supplemental disclosure of cash flow information:
Interest paid	$	28,619		$	22,412
Dividends payable	3,485			4,700

See Notes to Consolidated Financial Statements

ELLINGTON RESIDENTIAL MORTGAGE REIT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(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 24-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 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 intends to conduct its operations to be qualified and 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." 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, 2018.

(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;

•

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, and swaptions; 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.

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 overseen by the Manager's Valuation Committee ("Valuation 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 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 evaluates the cost basis of its Agency IOs and non-Agency RMBS for other-than-temporary impairment, or "OTTI," on at least a quarterly basis. When the fair value of a security is less than its amortized cost basis as of the balance sheet date, the security is considered impaired, and the impairment is designated as either temporary or other-than-temporary. When a security's cost basis is impaired, an OTTI is considered to have occurred if (i) the Company intends to sell the security (i.e., a decision has been made as of the reporting date), (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, or (iii) the Company does not expect to recover the security's amortized cost basis, even if the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security. If any of these conditions exist as of the financial reporting date, the entire amount of the impairment loss, if any, is recognized in earnings as a realized loss and the cost basis of the security is adjusted. Any resulting OTTI adjustments made to the amortized cost basis of the security are 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 determining the effective interest rate, management estimates the future expected cash flows of its investment holdings based on 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. Principal write-offs are generally treated as realized losses. Changes in projected 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.

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 an interest bearing overnight account 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 collateral arrangements 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 are interest rate swaps, TBAs, swaptions, and futures.

Swaps: The Company enters into interest rate swaps. 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. The Company enters into interest rate swap contracts primarily to mitigate interest rate risk. The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives.

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 Realized gains (losses) on financial derivatives in the Consolidated Statement of Operations.

Futures Contracts: The Company enters into Eurodollar futures contracts and 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 Realized gains (losses) on financial derivatives in 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.

(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 fair value option allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. 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 plan. 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. 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.

(R) Recent Accounting Pronouncements: In August 2018, the Financial Accounting Standards Board, or "FASB," issued ASU 2018-13, Fair Value Measurement—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). This amends ASC 820, Fair Value Measurement, to remove or modify various current disclosure requirements related to fair value measurement. Additionally ASU 2018-13 requires certain additional disclosures around fair value measurement. ASU 2018-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those years, with early adoption permitted. Entities are permitted to early adopt any removed or modified

disclosures and delay adoption of the additional disclosures until their effective date. The Company has elected to early adopt the removal and modification of various disclosure requirements in accordance with ASU 2018-13; early adoption has not had a material impact on the Company's consolidated financial statements. The Company has elected not to early adopt the additional disclosure requirements. The adoption of the additional disclosure requirements, as required under ASU 2018-13, is not expected to have a material impact on the Company's consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows—Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). This amends ASC 230, Statement of Cash Flows, to clarify how certain cash receipts and payments should be classified on the statement of cash flows. The updates that most affect the Company relate to classifying each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows and identifying such receipts and payments as operating, investing, or financing activities. The adoption of ASU 2016-15 did not have a material impact on the Company's consolidated financial statements and has been retrospectively applied.

3. Mortgage-Backed Securities

The following tables present details of the Company's mortgage-backed securities portfolio at September 30, 2019 and December 31, 2018, respectively. 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

September 30, 2019:



($ in thousands)								Gross Unrealized							Weighted Average
	Current Principal		Unamortized Premium (Discount)			Amortized Cost		Gains		Losses			Fair Value		Coupon⁽¹⁾	Yield	Life (Years)⁽²⁾
Agency RMBS:
15-year fixed-rate mortgages	$	153,142	$	2,771		$	155,913	$	4,193	$	(94	)	$	160,012	3.46%	2.94%	4.11
20-year fixed-rate mortgages	17,251		742			17,993		355		—			18,348		4.54%	3.37%	4.04
30-year fixed-rate mortgages	996,703		47,996			1,044,699		17,757		(3,537		)	1,058,919		4.21%	3.26%	5.89
Adjustable rate mortgages	36,681		1,193			37,874		339		(101		)	38,112		3.85%	2.27%	2.83
Reverse mortgages	89,444		7,080			96,524		1,946		(34		)	98,436		4.60%	2.85%	5.74
Interest only securities	n/a		n/a			12,144		54		(633		)	11,565		3.03%	2.99%	3.31
Total Agency RMBS	1,293,221		59,782			1,365,147		24,644		(4,399		)	1,385,392		4.03%	3.17%	5.32
Non-Agency RMBS	11,128		(4,084		)	7,044		2,132		—			9,176		3.91%	11.38%	5.88
Total RMBS	$	1,304,349	$	55,698		$	1,372,191	$	26,776	$	(4,399	)	$	1,394,568	4.03%	3.21%	5.33


(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)	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, 2018:



($ in thousands)								Gross Unrealized							Weighted Average
	Current Principal		Unamortized Premium (Discount)			Amortized Cost		Gains		Losses			Fair Value		Coupon⁽¹⁾	Yield	Life (Years)⁽²⁾
Agency RMBS:
15-year fixed-rate mortgages	$	135,537	$	3,307		$	138,844	$	655	$	(1,968	)	$	137,531	3.56%	2.88%	4.90
20-year fixed-rate mortgages	7,267		575			7,842		—		(337		)	7,505		4.00%	2.53%	5.88
30-year fixed-rate mortgages	1,237,047		57,470			1,294,517		2,731		(23,734		)	1,273,514		4.22%	3.48%	8.10
Adjustable rate mortgages	17,752		1,217			18,969		1		(727		)	18,243		4.02%	2.63%	3.90
Reverse mortgages	70,991		6,331			77,322		5		(1,423		)	75,904		4.61%	2.90%	5.58
Interest only securities	n/a		n/a			16,740		951		(1,325		)	16,366		4.41%	9.00%	4.24
Total Agency RMBS	1,468,594		68,900			1,554,234		4,343		(29,514		)	1,529,063		4.19%	3.45%	7.38
Non-Agency RMBS	13,755		(4,324		)	9,431		1,806		(4		)	11,233		4.38%	12.59%	5.69
Total RMBS	$	1,482,349	$	64,576		$	1,563,665	$	6,149	$	(29,518	)	$	1,540,296	4.19%	3.50%	7.37


(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)	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.

By Estimated Weighted Average Life

As of September 30, 2019:



($ in thousands)	Agency RMBS						Agency Interest Only Securities						Non-Agency RMBS
Estimated Weighted Average Life⁽¹⁾	Fair Value		Amortized Cost		Weighted Average Coupon⁽²⁾		Fair Value		Amortized Cost		Weighted Average Coupon⁽²⁾		Fair Value		Amortized Cost		Weighted Average Coupon⁽²⁾
Less than three years	$	142,482	$	140,888	4.78	%	$	4,824	$	5,306	4.32	%	$	4,210	$	4,022	5.47	%
Greater than three years and less than seven years	842,206		827,820		4.17	%	6,741		6,838		2.17	%	823		282		4.05	%
Greater than seven years and less than eleven years	387,146		382,390		3.87	%	—		—		—	%	4,143		2,740		2.52	%
Greater than eleven years	1,993		1,905		3.50	%	—		—		—	%	—		—		—	%
Total	$	1,373,827	$	1,353,003	4.15	%	$	11,565	$	12,144	3.03	%	$	9,176	$	7,044	3.91	%


(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, 2018:



($ in thousands)	Agency RMBS						Agency Interest Only Securities						Non-Agency RMBS
Estimated Weighted Average Life⁽¹⁾	Fair Value		Amortized Cost		Weighted Average Coupon⁽²⁾		Fair Value		Amortized Cost		Weighted Average Coupon⁽²⁾		Fair Value		Amortized Cost		Weighted Average Coupon⁽²⁾
Less than three years	$	12,667	$	12,796	4.69	%	$	1,129	$	1,671	4.41	%	$	4,635	$	3,975	4.96	%
Greater than three years and less than seven years	394,733		399,895		4.26	%	15,237		15,069		4.41	%	2,500		2,366		5.89	%
Greater than seven years and less than eleven years	1,086,032		1,105,538		4.14	%	—		—		—	%	4,098		3,090		2.99	%
Greater than eleven years	19,265		19,265		4.10	%	—		—		—	%	—		—		—	%
Total	$	1,512,697	$	1,537,494	4.17	%	$	16,366	$	16,740	4.41	%	$	11,233	$	9,431	4.38	%


(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.

The following tables reflect the components of interest income on the Company's RMBS for the three- and nine-month periods ended September 30, 2019 and 2018:



	Three-Month Period Ended September 30, 2019							Nine-Month Period Ended September 30, 2019
($ in thousands)	Coupon Interest		Net Amortization			Interest Income		Coupon Interest		Net Amortization			Interest Income
Agency RMBS	$	14,941	$	(5,097	)	$	9,844	$	46,893	$	(13,452	)	$	33,441
Non-Agency RMBS	110		81			191		331		344			675
Total	$	15,051	$	(5,016	)	$	10,035	$	47,224	$	(13,108	)	$	34,116



	Three-Month Period Ended September 30, 2018							Nine-Month Period Ended September 30, 2018
($ in thousands)	Coupon Interest		Net Amortization			Interest Income		Coupon Interest		Net Amortization			Interest Income
Agency RMBS	$	16,744	$	(4,029	)	$	12,715	$	50,341	$	(11,485	)	$	38,856
Non-Agency RMBS	362		44			406		680		282			962
Total	$	17,106	$	(3,985	)	$	13,121	$	51,021	$	(11,203	)	$	39,818

For the three-month periods ended September 30, 2019 and 2018, the Catch-up Premium Amortization Adjustment was $(1.6) million and $(0.4) million, respectively. For the nine-month periods ended September 30, 2019 and 2018, the Catch-up Premium Amortization Adjustment was $(3.4) million and $(0.1) million, respectively.

For the three- and nine-month periods ended September 30, 2019, the Company recognized a charge of $0.8 million and $4.0 million, respectively, on the cost basis of its Agency IOs, which is included in Net realized gains (losses) on securities, on the Consolidated Statement of Operations. This charge recorded was due to an adverse change in cash flows resulting from an increase in prepayments.

4. Valuation

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

September 30, 2019:



(In thousands)
Description	Level 1			Level 2			Level 3		Total
Assets:
Mortgage-backed securities, at fair value:
Agency RMBS:
15-year fixed-rate mortgages	$	—		$	160,012		$	—	$	160,012
20-year fixed-rate mortgages	—			18,348			—		18,348
30-year fixed-rate mortgages	—			1,058,919			—		1,058,919
Adjustable rate mortgages	—			38,112			—		38,112
Reverse mortgages	—			98,436			—		98,436
Interest only securities	—			5,150			6,415		11,565
Non-Agency RMBS	—			6,882			2,294		9,176
Mortgage-backed securities, at fair value	—			1,385,859			8,709		1,394,568
Financial derivatives–assets, at fair value:
TBAs	—			384			—		384
Interest rate swaps	—			91			—		91
Total financial derivatives–assets, at fair value	—			475			—		475
Total mortgage-backed securities and financial derivatives–assets, at fair value	$	—		$	1,386,334		$	8,709	$	1,395,043
Liabilities:
U.S. Treasury securities sold short, at fair value	$	—		$	(37,835	)	$	—	$	(37,835	)
Financial derivatives–liabilities, at fair value:
TBAs	—			(307		)	—		(307		)
Interest rate swaps	—			(19,458		)	—		(19,458		)
Futures	(121		)	—			—		(121		)
Total financial derivatives–liabilities, at fair value	(121		)	(19,765		)	—		(19,886		)
Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value	$	(121	)	$	(57,600	)	$	—	$	(57,721	)

December 31, 2018:



(In thousands)
Description	Level 1			Level 2			Level 3		Total
Assets:
Mortgage-backed securities, at fair value:
Agency RMBS:
15-year fixed-rate mortgages	$	—		$	137,531		$	—	$	137,531
20-year fixed-rate mortgages	—			7,505			—		7,505
30-year fixed-rate mortgages	—			1,273,514			—		1,273,514
Adjustable rate mortgages	—			18,243			—		18,243
Reverse mortgages	—			75,904			—		75,904
Interest only securities	—			13,534			2,832		16,366
Non-Agency RMBS	—			6,599			4,634		11,233
Mortgage-backed securities, at fair value	—			1,532,830			7,466		1,540,296
Financial derivatives–assets, at fair value:
TBAs	—			794			—		794
Interest rate swaps	—			11,045			—		11,045
Total financial derivatives–assets, at fair value	—			11,839			—		11,839
Total mortgage-backed securities and financial derivatives–assets, at fair value	$	—		$	1,544,669		$	7,466	$	1,552,135
Liabilities:
U.S. Treasury securities sold short, at fair value	$	—		$	(374	)	$	—	$	(374	)
Financial derivatives–liabilities, at fair value:
TBAs	—			(2,536		)	—		(2,536		)
Interest rate swaps	—			(6,193		)	—		(6,193		)
Futures	(7,830		)	—			—		(7,830		)
Total financial derivatives–liabilities, at fair value	(7,830		)	(8,729		)	—		(16,559		)
Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value	$	(7,830	)	$	(9,103	)	$	—	$	(16,933	)

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 September 30, 2019:



(In thousands)	Non-Agency RMBS			Agency RMBS
Beginning balance as of June 30, 2019	$	2,360		$	4,950
Purchases	—			1,771
Proceeds from sales	—			—
Principal repayments	(101		)	—
(Amortization)/accretion, net	85			(496		)
Net realized gains (losses)	—			(557		)
Change in net unrealized gains (losses)	(50		)	(120		)
Transfers:
Transfers into level 3	—			1,138
Transfers out of level 3	—			(271		)
Ending balance as of September 30, 2019	$	2,294		$	6,415

disposed of by the Company during the three-month period ended September 30, 2019. For Level 3 financial instruments held by the Company as of September 30, 2019, change in net unrealized gains (losses) of $(0.1) million and $(0.2) million, for the three-month period ended September 30, 2019 relate to non-Agency RMBS and Agency RMBS, respectively.

At September 30, 2019, the Company transferred $0.3 million of RMBS from Level 3 to Level 2 and $1.1 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.

Three-month period ended September 30, 2018:



(In thousands)	Non-Agency RMBS			Agency RMBS
Beginning balance as of June 30, 2018	$	6,993		$	3,626
Purchases	—			—
Proceeds from sales	—			—
Principal repayments	(369		)	—
(Amortization)/accretion, net	62			(251		)
Net realized gains (losses)	—			(11		)
Change in net unrealized gains (losses)	289			62
Transfers:
Transfers into level 3	658			1,598
Transfers out of level 3	—			(916		)
Ending balance as of September 30, 2018	$	7,633		$	4,108

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 September 30, 2018, as well as Level 3 financial instruments disposed of by the Company during the three-month period ended September 30, 2018. For Level 3 financial instruments held by the Company as of September 30, 2018, change in net unrealized gains (losses) of $0.3 million and $0.2 million, for the three-month period ended September 30, 2018 relate to non-Agency RMBS and Agency RMBS, respectively.

At September 30, 2018, the Company transferred $0.9 million of RMBS from Level 3 to Level 2 and $2.3 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels were 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.

Nine-month period ended September 30, 2019:



(In thousands)	Non-Agency RMBS			Agency RMBS
Beginning balance as of December 31, 2018	$	4,634		$	2,832
Purchases	—			1,771
Proceeds from sales	(1,372		)	—
Principal repayments	(704		)	—
(Amortization)/accretion, net	257			(769		)
Net realized gains (losses)	55			(965		)
Change in net unrealized gains (losses)	160			534
Transfers:
Transfers into level 3	—			3,680
Transfers out of level 3	(736		)	(668		)
Ending balance as of September 30, 2019	$	2,294		$	6,415

by the Company as of September 30, 2019, change in net unrealized gains (losses) of $0.2 million and $(0.3) million, for the nine-month period ended September 30, 2019 relate to non-Agency RMBS and Agency RMBS, respectively.

At September 30, 2019, the Company transferred $1.4 million of RMBS from Level 3 to Level 2 and $3.7 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.

Nine-month period ended September 30, 2018:



(In thousands)	Non-Agency RMBS			Agency RMBS
Beginning balance as of December 31, 2017	$	8,832		$	2,254
Purchases	—			160
Proceeds from sales	(3,638		)	—
Principal repayments	(593		)	—
(Amortization)/accretion, net	197			(884		)
Net realized gains (losses)	1,254			(177		)
Change in net unrealized gains (losses)	(660		)	536
Transfers:
Transfers into level 3	2,241			2,219
Transfers out of level 3	—			—
Ending balance as of September 30, 2018	$	7,633		$	4,108

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 September 30, 2018, as well as Level 3 financial instruments disposed of by the Company during the nine-month period ended September 30, 2018. For Level 3 financial instruments held by the Company as of September 30, 2018, change in net unrealized gains (losses) of $0.3 million and $0.7 million, for the nine-month period ended September 30, 2018 relate to non-Agency RMBS and Agency RMBS, respectively.

At September 30, 2018, the Company transferred $4.5 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 September 30, 2019 and December 31, 2018:

September 30, 2019:



					Range
Description	Fair Value		Valuation Technique	Significant Unobservable Input	Min			Max			Weighted Average⁽¹⁾
	(In thousands)
Non-Agency RMBS	$	2,294	Market quotes	Non-Binding Third-Party Valuation	$	62.56		$	90.66		$	77.12
Agency RMBS–Interest Only Securities	6,415		Option Adjusted Spread ("OAS")	LIBOR OAS ⁽²⁾	77			1,241			374
				Projected Collateral Prepayments	46.9		%	87.9		%	80.2		%
				Projected Collateral Scheduled Amortization	12.1		%	53.1		%	19.8		%
											100.0		%


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


(2)	Shown in basis points.

December 31, 2018:



					Range
Description	Fair Value		Valuation Technique	Significant Unobservable Input	Min			Max			Weighted Average⁽¹⁾
	(In thousands)
Non-Agency RMBS	$	2,745	Market quotes	Non-Binding Third-Party Valuation	$	83.59		$	86.59		$	85.65
Non-Agency RMBS	1,889		Discounted Cash Flows	Yield	3.4		%	5.4		%	4.5		%
				Projected Collateral Prepayments	50.2		%	66.4		%	56.6		%
				Projected Collateral Losses	2.3		%	8.6		%	4.9		%
				Projected Collateral Recoveries	7.5		%	12.3		%	9.6		%
				Projected Collateral Scheduled Amortization	17.8		%	39.9		%	28.9		%
											100.0		%
Agency RMBS–Interest Only Securities	2,832		Option Adjusted Spread ("OAS")	LIBOR OAS ⁽²⁾	319			1,439			734
				Projected Collateral Prepayments	33.9		%	79.5		%	59.4		%
				Projected Collateral Scheduled Amortization	20.5		%	66.1		%	40.6		%
											100.0		%


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


(2)	Shown in 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 September 30, 2019 and December 31, 2018:



	September 30, 2019				December 31, 2018
(In thousands)	Fair Value		Carrying Value		Fair Value		Carrying Value
Other financial instruments
Assets:
Cash and cash equivalents	$	50,188	$	50,188	$	18,585	$	18,585
Due from brokers	56,734		56,734		24,051		24,051
Reverse repurchase agreements	43,008		43,008		379		379
Liabilities:
Repurchase agreements	1,337,984		1,337,984		1,481,561		1,481,561
Due to brokers	294		294		1,325		1,325

Cash and cash equivalents includes cash held in an interest bearing overnight account, 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 LIBOR, the Company is exposed to constantly 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 September 30, 2019 and December 31, 2018:



	September 30, 2019			December 31, 2018
	(In thousands)
Financial derivatives–assets, at fair value:
TBA securities purchase contracts	$	369		$	794
TBA securities sale contracts	15			—
Fixed payer interest rate swaps	86			10,201
Fixed receiver interest rate swaps	5			844
Total financial derivatives–assets, at fair value	475			11,839
Financial derivatives–liabilities, at fair value:
TBA securities sale contracts	(307		)	(2,536		)
Fixed payer interest rate swaps	(19,449		)	(6,190		)
Fixed receiver interest rate swaps	(9		)	(3		)
Futures	(121		)	(7,830		)
Total financial derivatives–liabilities, at fair value	(19,886		)	(16,559		)
Total, net	$	(19,411	)	$	(4,720	)

Interest Rate Swaps

The following tables provide information about the Company's fixed payer interest rate swaps as of September 30, 2019 and December 31, 2018:

September 30, 2019:



						Weighted Average
Maturity	Notional Amount		Fair Value			Pay Rate		Receive Rate		Remaining Years to Maturity
	(In thousands)
2020	$	86,000	$	(31	)	1.60	%	2.26	%	0.57
2021	151,606		(2,061		)	2.11		2.20		1.79
2022	60,100		(857		)	1.98		2.19		2.63
2023	115,523		(1,897		)	1.96		2.15		3.85
2024	26,591		(306		)	1.75		2.22		4.84
2025	105,300		(3,998		)	2.05		2.10		6.26
2026	12,771		(404		)	1.93		2.17		7.07
2027	30,000		(1,831		)	2.29		2.29		7.59
2028	39,807		(4,142		)	2.80		2.22		8.76
2029	3,849		(77		)	1.80		2.27		9.82
2036	2,700		(256		)	2.32		2.16		16.39
2043	12,380		(3,278		)	2.99		2.18		23.63
2048	630		(225		)	3.18		2.13		29.18
Total	$	647,257	$	(19,363	)	2.04	%	2.19	%	4.28

December 31, 2018:



						Weighted Average
Maturity	Notional Amount		Fair Value			Pay Rate		Receive Rate		Remaining Years to Maturity
	(In thousands)
2020	$	86,000	$	1,390		1.60	%	2.50	%	1.32
2021	165,600		2,099			2.09		2.63		2.52
2022	68,480		1,289			2.00		2.60		3.43
2023	23,600		695			1.88		2.51		4.36
2024	8,900		269			1.99		2.40		5.26
2025	47,722		(202		)	2.57		2.67		6.17
2026	40,885		2,841			1.63		2.63		7.71
2027	30,000		845			2.29		2.58		8.34
2028	150,563		(4,486		)	2.97		2.55		9.61
2043	12,380		(338		)	2.99		2.61		24.38
2048	5,500		(391		)	3.18		2.69		29.93
Total	$	639,630	$	4,011		2.26	%	2.58	%	5.77

The following tables provide information about the Company's fixed receiver interest rate swaps as of September 30, 2019 and December 31, 2018.

September 30, 2019:



						Weighted Average
Maturity	Notional Amount		Fair Value			Pay Rate		Receive Rate		Remaining Years to Maturity
	(In thousands)
2023	$	9,940	$	1		2.09	%	1.53	%	4.01
2024	7,000		4			2.10		1.52		5.01
2029	12,500		(9		)	2.09		1.57		10.01
Total	$	29,440	$	(4	)	2.09	%	1.54	%	6.80

December 31, 2018:



						Weighted Average
Maturity	Notional Amount		Fair Value			Pay Rate		Receive Rate		Remaining Years to Maturity
	(In thousands)
2023	$	59,562	$	406		2.79	%	2.72	%	4.98
2028	18,870		295			2.79		2.89		9.97
2029	9,750		(3		)	2.81		2.71		10.02
2048	5,000		143			2.78		2.98		29.97
Total	$	93,182	$	841		2.79	%	2.77	%	7.86

Futures

The following tables provide information about the Company's futures as of September 30, 2019 and December 31, 2018.

September 30, 2019:



Description	Notional Amount		Fair Value			Remaining Months to Expiration
($ in thousands)
U.S. Treasury Futures	$	19,800	$	(121	)	3.04

December 31, 2018:



Description	Notional Amount			Fair Value			Remaining Months to Expiration
($ in thousands)
U.S. Treasury Futures	$	(301,300	)	$	(7,830	)	2.76

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 September 30, 2019 and December 31, 2018, the Company had outstanding contracts to purchase ("long positions") and sell ("short positions") TBA securities as follows:



	September 30, 2019												December 31, 2018
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	$	106,465		$	110,326		$	110,695		$	369		$	95,054		$	95,967		$	96,761		$	794
	106,465			110,326			110,695			369			95,054			95,967			96,761			794
Sale contracts:
Assets	(63,370		)	(65,317		)	(65,302		)	15			—			—			—			—
Liabilities	(237,853		)	(247,100		)	(247,407		)	(307		)	(289,012		)	(291,438		)	(293,974		)	(2,536		)
	(301,223		)	(312,417		)	(312,709		)	(292		)	(289,012		)	(291,438		)	(293,974		)	(2,536		)
Total TBA securities, net	$	(194,758	)	$	(202,091	)	$	(202,014	)	$	77		$	(193,958	)	$	(195,471	)	$	(197,213	)	$	(1,742	)


(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 nine-month period ended September 30, 2019 and the year ended December 31, 2018:



Derivative Type	Nine-Month Period Ended September 30, 2019		Year Ended December 31, 2018
	(In thousands)
Interest rate swaps	$	659,379	$	606,315
TBAs	519,242		577,864
Futures	138,150		255,538
Options	1,940		5,385

Gains and losses on the Company's financial derivatives for the three- and nine-month periods ended September 30, 2019 and 2018 are summarized in the tables below:



	Three-Month Period Ended September 30, 2019
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	$	2,347	$	(2,930	)	$	(583	)	$	(1,815	)	$	(4,490	)	$	(6,305	)
TBAs			(1,586		)	(1,586		)				1,315			1,315
Futures			307			307						(361		)	(361		)
Total	$	2,347	$	(4,209	)	$	(1,862	)	$	(1,815	)	$	(3,536	)	$	(5,351	)



	Three-Month Period Ended September 30, 2018
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	$	1,281	$	2,096		$	3,377		$	(893	)	$	2,383		$	1,490
TBAs			(692		)	(692		)				2,100			2,100
Futures			1,622			1,622						1,237			1,237
Options			(249		)	(249		)				(221		)	(221		)
Total	$	1,281	$	2,777		$	4,058		$	(893	)	$	5,499		$	4,606



	Nine-Month Period Ended September 30, 2019
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	$	2,978	$	(5,223	)	$	(2,245	)	$	(1,105	)	$	(23,184	)	$	(24,289	)
TBAs			(6,578		)	(6,578		)				1,819			1,819
Futures			(13,800		)	(13,800		)				7,709			7,709
Options			(100		)	(100		)				—			—
Total	$	2,978	$	(25,701	)	$	(22,723	)	$	(1,105	)	$	(13,656	)	$	(14,761	)



	Nine-Month Period Ended September 30, 2018
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	$	1,072	$	5,065		$	6,137		$	(932	)	$	12,167	$	11,235
TBAs			10,151			10,151						1,460		1,460
Futures			272			272						3,242		3,242
Options			(249		)	(249		)				68		68
Total	$	1,072	$	15,239		$	16,311		$	(932	)	$	16,937	$	16,005

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 September 30, 2019, the Company held short positions in U.S. Treasury securities, with a principal amount of $37.4 million and a fair value of $37.8 million. As of December 31, 2018, the Company held short positions in U.S. Treasury securities, with a principal amount of $0.4 million and a fair value of $0.4 million. Such securities are included on the Company's Consolidated Balance Sheet under the caption U.S. Treasury securities sold short, at fair value.

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 180 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 September 30, 2019 and December 31, 2018, the Company had outstanding borrowings under repurchase agreements with 14 and 12 counterparties, respectively.

The following table details the Company's outstanding borrowings under repurchase agreements as of September 30, 2019 and December 31, 2018:



	September 30, 2019					December 31, 2018
			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	$	436,356	2.44	%	14	$	512,505	2.45	%	16
31-60 days	589,760		2.27		46	594,199		2.56		46
61-90 days	273,218		2.21		74	359,861		2.71		75
91-120 days	20,881		2.39		94	—		—		—
121-150 days	—		—		—	—		—		—
151-180 days	17,769		2.15		169	14,996		2.72		177
Total	$	1,337,984	2.31	%	44	$	1,481,561	2.56	%	44

Repurchase agreements involving underlying investments that the Company sold prior to period end, for settlement following period end, are shown using their original 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 September 30, 2019 and December 31, 2018, the fair value of RMBS transferred as collateral under outstanding borrowings under repurchase agreements was $1.4 billion and $1.6 billion, respectively. Collateral transferred under outstanding borrowings as of September 30, 2019 includes RMBS in the amount of $91.5 million that were sold prior to period end but for which such sale had not yet settled. Collateral transferred under outstanding borrowings as of December 31, 2018 includes RMBS in the amount of $74.4 million that were sold prior to year end but for which such sale had not yet settled. In addition as of September 30, 2019, the Company was posting to repurchase agreement counterparties net cash collateral of $22.5 million as a result of margin calls with various repurchase agreement counterparties. As of December 31, 2018, the Company was posting to repurchase agreement counterparties net cash collateral of $3.8 million and additional securities with a fair value of $1.1 million 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. The following table reflects counterparties for which the amounts at risk relating to our repurchase agreements were greater than 10% of shareholders' equity as of December, 31, 2018. There was no counterparty for which the amount at risk was greater than 10% of shareholders' equity as of September 30, 2019.

December 31, 2018:



Counterparty	Amount at Risk⁽¹⁾		Weighted Average Remaining Days to Maturity	Percentage of Shareholders' Equity
	(In thousands)
Wells Fargo Bank, N.A.	$	20,214	41	13.1	%
Royal Bank of Canada	16,563		43	10.8	%
J.P. Morgan Securities LLC	16,057		39	10.4	%


(1)	Amounts at risk exclude, in aggregate, $(43) thousand of net accrued interest, defined as accrued interest on securities held as collateral less interest payable on cash borrowed.

7. Offsetting of Assets and Liabilities

The Company records certain financial instruments at fair value as described in Note 2. All financial instruments are recorded on a gross basis on the Consolidated Balance Sheet. 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 September 30, 2019 and December 31, 2018. 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 offset in the event of default or in the event of a bankruptcy of either party to the transaction.

September 30, 2019:



Description	Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet⁽¹⁾			Financial InstrumentsAvailable 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	$	475		$	(312	)	$	—	$	—	$	163
Reverse repurchase agreements	43,008			(43,008		)	—		—		—
Liabilities:
Financial derivatives–liabilities	(19,886		)	312			—		19,341		(233		)
Repurchase agreements	(1,337,984		)	43,008			1,272,522		22,454		—


(1)	In the Company's Consolidated Balance Sheet, all balances associated with the 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 September 30, 2019 were $1.39 billion. As of September 30, 2019 total cash collateral (received) pledged on financial derivative assets and liabilities excludes $1.1 million and $13.6 million respectively 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 specific 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, 2018:



Description	Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet⁽¹⁾			Financial InstrumentsAvailable 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	$	11,839		$	(7,016	)	$	—	$	(151	)	$	4,672
Reverse repurchase agreements	379			(379		)	—		—			—
Liabilities:
Financial derivatives–liabilities	(16,559		)	7,016			—		9,321			(222		)
Repurchase agreements	(1,481,561		)	379			1,477,377		3,805			—


(1)	In the Company's Consolidated Balance Sheet, all balances associated with the 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, 2018 were $1.57 billion. As of December 31, 2018 total cash collateral on financial derivative assets and liabilities excludes $5.1 million and $4.6 million, respectively of net excess cash collateral.

(3)

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 September 30, 2019 and 2018, 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 nine-month periods ended September 30, 2019 and 2018:



	Three-Month Period Ended September 30,				Nine-Month Period Ended September 30,
(In thousands except for share amounts)	2019		2018		2019		2018
Numerator:
Net income (loss)	$	3,729	$	946	$	12,550	$	(1,221	)
Denominator:
Basic and diluted weighted average shares outstanding	12,459,478		12,693,989		12,464,800		12,875,884
Basic and diluted earnings per share	$	0.30	$	0.07	$	1.01	$	(0.09	)

9. Related Party Transactions

Management Agreement

The Company is party to the Management Agreement, which has a current term that expires on September 24, 2020, 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 September 30, 2019 and 2018, the total management fee incurred was $0.6 million. For the nine-month periods ended September 30, 2019 and 2018, the total management fee incurred was $1.8 million and $2.0 million, respectively.

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.

For the nine-month periods ended September 30, 2019 and 2018, the Company reimbursed the Manager $1.7 million and $1.8 million, respectively, for previously incurred operating and compensation expenses. As of September 30, 2019 and December 31, 2018, the outstanding payable to the Manager for operating and compensation expenses was $0.3 million and $0.6 million, respectively, which are 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.

Registration Rights Agreement

The Company is a party to a registration rights agreement with an affiliate of EMG and with the Blackstone Tactical Opportunities Funds (the "Blackstone Funds") pursuant to which the Company has granted its initial investors and each of their permitted transferees and other holders of the Company's "registrable common shares" (as such term is defined in the registration rights agreement) who become parties to the registration rights agreement with certain demand and/or piggy-back registration and shelf takedown rights.

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 September 30, 2019 and December 31, 2018, there were 12,448,421 and 12,507,213 common shares outstanding, respectively. No preferred shares have been issued.

During the three-month periods ended September 30, 2019 and 2018, the Board of Trustees authorized dividends totaling $0.28 per share and $0.37 per share, respectively. Total dividends declared during the three-month periods ended September 30, 2019 and 2018 were $3.5 million and $4.7 million, respectively. During the nine-month periods ended September 30, 2019 and 2018, the Board of Trustees authorized dividends totaling $0.90 per share and $1.11 per share, respectively. Total dividends declared during the nine-month periods ended September 30, 2019 and 2018 were $11.2 million and $14.2 million, respectively.

On September 11, 2019, the Company's Board of Trustees authorized the issuance of 15,024 shares to its independent trustees pursuant to trustee share award agreements. Such shares will vest and become non-forfeitable on September 10, 2020.

Detailed below is a roll forward of the Company's common shares outstanding for the three- and nine-month periods ended September 30, 2019 and 2018:



	Three-Month Period Ended September 30,				Nine-Month Period Ended September 30,
	2019		2018		2019		2018
Common Shares Outstanding (6/30/2019, 6/30/2018, 12/31/2018, and 12/31/2017, respectively)	12,467,103		12,712,050		12,507,213		13,340,217
Share Activity:
Restricted shares issued	15,024		13,144		15,024		13,144
Shares repurchased	(33,706	)	(21,720	)	(73,816	)	(649,887	)
Common Shares Outstanding (9/30/2019, 9/30/2018, 9/30/2019, and 9/30/2018, respectively)	12,448,421		12,703,474		12,448,421		12,703,474
Unvested restricted shares outstanding (9/30/2019, 9/30/2018, 9/30/2019, and 9/30/2018, respectively)	23,039		19,113		23,039		19,113

The below table provides details on the Company's restricted shares granted pursuant to share award agreements which are unvested at September 30, 2019:



Grant Recipient	Number of Restricted Shares Granted	Grant Date	Vesting Date⁽¹⁾
Independent trustees:
	15,024	September 11, 2019	September 10, 2020
Partially dedicated employees:
	3,117	December 11, 2018	December 11, 2019
	3,115	December 11, 2018	December 11, 2020
	1,783	December 12, 2017	December 12, 2019


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

As of September 30, 2019, there were 306,061 shares available for future issuance under the Company's 2013 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-month period ended September 30, 2019, the Company repurchased 33,706 of its common shares at an aggregate cost of $0.3 million, and an average price per share of $9.87. During the nine-month period ended September 30, 2019, the Company repurchased 73,816 of its common shares at an aggregate cost of $0.7 million, and an average price per share of $10.12. From inception of the current share repurchase program adopted on June 13, 2018 through September 30, 2019, the Company repurchased 298,029 of its common shares at an aggregate cost of $3.1 million, and an average price per share of $10.46.

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 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 September 30, 2019 and December 31, 2018 and management is not aware of any significant contingencies at September 30, 2019.

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. 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, 2018, 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, manufactured housing, and subprime residential mortgage loans. We also may opportunistically acquire and manage other types of residential mortgage-related and real estate-related asset classes, such as 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 residential mortgage- and real estate-related asset classes enables us to balance a range of mortgage-related risks.

We were formed through an initial strategic venture among affiliates of Ellington Management Group, L.L.C., an investment management firm and registered investment adviser with a 24-year history of investing in a broad spectrum of 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." As of September 30, 2019, the Blackstone Funds owned approximately 25% of our outstanding common shares. We are externally managed and advised by our Manager, an affiliate of Ellington.

We use leverage in our Agency RMBS strategy and, while we have not done so meaningfully to date, we may use leverage in our non-Agency RMBS strategy as well, although we expect such leverage to be lower. We have financed our

purchases of Agency RMBS exclusively through repurchase agreements, which we account for as collateralized borrowings. As of September 30, 2019, we had outstanding borrowings under repurchase agreements in the amount of $1.3 billion with 14 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 September 30, 2019, our book value per share was $12.42, as compared to $12.40 as of June 30, 2019 and $12.30 as of December 31, 2018.

Trends and Recent Market Developments

Market Overview

•

At its July 2019 meeting, as widely expected, the U.S. Federal Reserve, or the "Federal Reserve," reduced the target range for the federal funds rate by 25 basis points to 2.00%–2.25%, which was its first reduction since 2008. At its next meeting, in September 2019, the Federal Reserve reduced the target range by an additional 25 basis points, to 1.75%–2.00%. Notably, neither decision was unanimous among members of the Federal Reserve Open Market Committee, leaving the outlook for future reductions unclear.

•

Also at its July 2019 meeting, the Federal Reserve announced that it would end the tapering of its U.S. Treasury security reinvestments on August 1, 2019, two months earlier than previously planned. Additionally, it would reinvest principal payments from Agency RMBS into U.S. Treasury securities, up to $20 billion per month; and it would reinvest principal payments in excess of $20 billion into Agency RMBS.

•

During the week of September 16, 2019, interest rates on overnight repurchase agreements, or "repo," spiked to unusually high levels. In response, the Federal Reserve conducted overnight and term repo operations to provide liquidity to the repo market, and repo rates normalized as a result. To help prevent future spikes in overnight repo rates, the Federal Reserve announced in October that it would expand its ongoing purchases of short-term U.S. Treasury securities.


•	LIBOR rates, which drive many of our financing costs, declined again during the third quarter, with one-month LIBOR decreasing 38 basis points to end the quarter at 2.02%, and three-month LIBOR falling 23 basis points to 2.09%.

•

Medium-term and long-term interest rates also dropped again during the third quarter. The 2-year U.S. Treasury yield fell 13 basis points to end the third quarter at 1.62%, while the 10-year U.S. Treasury yield declined 34 basis points to 1.66%. From August 26^th through September 2^nd, 2-year and 10-year Treasury yields were inverted, which had not happened since June 2007. As of the end of the quarter, the entire 2-month through 5-year segment of the U.S. Treasury yield curve was inverted, with 2-month U.S. Treasury bills yielding 1.86%, and 5-year U.S. Treasury notes yielding 1.54%.


•	Mortgage rates continued to fall in the third quarter, with the Freddie Mac Survey 30-year mortgage rate decreasing 9 basis points to end the quarter at 3.64%.

•

During the quarter, prepayments continued to rise as mortgage rates declined. Overall Fannie Mae 30-year MBS prepayments steadily increased from a CPR of 12.8 in June, to 16.5 in July, 17.4 in August, and 19.3 in September. The Mortgage Bankers Association's Refinance Index, which measures refinancing application volumes, was up 14% quarter over quarter and 133% year over year, to its highest level since July 2016.


•	U.S. real GDP increased at an estimated annualized rate of 2.0% in the third quarter, which was the same rate of growth as that of the previous quarter. Total unemployment declined in the third quarter to 3.5%, compared to 3.7% at the end of the second quarter.

•

For the third quarter, the Bloomberg Barclays U.S. MBS Index generated a return of 1.43%, and a positive excess return (on a duration-adjusted basis) of 0.06% relative to the Bloomberg Barclays U.S. Treasury Index, reflecting that Agency RMBS slightly outperformed their benchmark hedging instruments during the quarter. The Bloomberg Barclays U.S. Corporate Bond Index generated a return of 3.35% and an excess return of 0.16%, while the Bloomberg Barclays U.S. Corporate High Yield Bond Index generated a return of 1.47% and an excess return of 0.28%.

The third quarter of 2019 followed a similar pattern to the previous quarter: a quiet first month preceded a volatile second month, and then markets recovered in the final month of the quarter. Changing market sentiment around trade negotiations, Federal Reserve policy, global growth prospects, and geopolitical tensions were the primary drivers of the fluctuations.

In July, the market was optimistic about U.S./China trade negotiations, and anticipated an interest rate cut by the Federal Reserve. During the month, the Dow Jones Industrial Average, or "DJIA," S&P 500, and NASDAQ indices all hit record highs. On July 31st, the Federal Reserve indeed cut short term rates by 25 basis points, and announced an end to its U.S. Treasury security portfolio runoff two months early.

Sentiment flipped in August and significant market volatility returned, as messaging from the Federal Reserve shifted hawkish, concerns over global growth intensified, and U.S. trade negotiations with China grew tense following China's devaluation of its currency. During the month, the Merrill Lynch Option Volatility Estimate Index, or "MOVE Index," hit a 3.5-year high, and the VIX volatility index spiked to its highest level since the beginning of the year. Meanwhile, domestic equities fell, interest rates plummeted, various parts of the yield curve inverted, and yield spreads on many fixed income assets fluctuated. Over the course of the month, the S&P 500 declined by 1.8% while the yield on the 10-year U.S. Treasury fell by 52 basis points, finishing the month below the yield on the 2-year U.S. Treasury.

The Federal Reserve responded to the increased volatility by pledging more monetary stimulus should the global slowdown damage the U.S. economy, while several central banks around the globe also responded, by cutting interest rates. Moving into September, volatility subsided; the VIX and MOVE indexes declined, domestic equities recovered, and U.S. Treasury yields rose. The European Central Bank cut its short-term rate in September, its first cut since 2016, and launched a quantitative easing program. Later in the month, the Federal Reserve cut its short term rate again, though the decision was not unanimous, clouding the outlook for future reductions. The DJIA, S&P 500, and NASDAQ equity indices posted positive returns for the month, and medium-term and long-term U.S. Treasury yields rose.

Portfolio Overview and Outlook

As of September 30, 2019, our mortgage-backed securities portfolio consisted of $1.237 billion of fixed-rate Agency "specified pools," $38.1 million of Agency RMBS backed by adjustable rate mortgages, or "Agency ARMs," $98.4 million of Agency reverse mortgage pools, $11.6 million of Agency interest only securities, or "Agency IOs," and $9.2 million of non-Agency RMBS. 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 the government-sponsored "Making Homes Affordable" refinancing programs, and mortgages with various other characteristics.

Our overall RMBS portfolio decreased by 4.4% to $1.395 billion as of September 30, 2019, as compared to $1.459 billion as of June 30, 2019. Our overall debt-to-equity ratio, adjusted for unsettled purchases and sales, decreased to 8.6:1 as of September 30, 2019 from 8.9:1 as of June 30, 2019. 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.

During the third quarter, our net short TBA position increased; as of September 30, 2019, we had $106.5 million in notional amount of long TBAs that we hold for investment purposes, as compared to $259.2 million as of June 30, 2019, and we had $301.2 million in notional amount of short TBAs that we hold for hedging purposes, as compared to $332.6 million as of June 30, 2019. As a result, our net short TBA position increased by $121.3 million quarter over quarter, and along with the decrease in our overall RMBS portfolio, 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—decreased period over period to 7.7:1 as of September 30, 2019 from 9.0:1 as of June 30, 2019. TBAs are forward-settling Agency RMBS where the mortgage pass-through certificates to be delivered are "To-Be-Announced."

Despite large fluctuations in long-term interest rates, increasing prepayment rates, and an inverted yield curve, we benefited from strong performance in our Agency RMBS portfolio during the quarter. Pay-ups on our specified pools increased for the fourth consecutive quarter, and along with declining interest rates, helped generate net realized and unrealized gains on our portfolio. Pay-ups are price premiums for specified pools relative to their TBA counterparts. Similar to previous quarters, the decline in mortgage rates and associated increase in actual and projected prepayments drove the expansion of pay-ups. Average pay-ups on our specified pools increased to 1.86% as of September 30, 2019, as compared to 1.56% as of June 30, 2019, 0.99% as of March 31, 2019, 0.58% as of December 31, 2018, and 0.56% as of September 30, 2018.

During the quarter we continued to hedge interest rate risk, primarily through the use of interest rate swaps, short positions in TBAs, U.S. Treasury securities, and futures. The decline in medium-term and long-term interest rates during the quarter generated net realized and unrealized losses on our interest rate hedges.

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.

Our non-Agency RMBS performed well during the quarter, driven by strong net interest income and unrealized gains. Fundamentals underlying non-Agency RMBS remain strong, led by a stable housing market. Our total investment in non-Agency RMBS was $9.2 million and $9.3 million as of September 30, 2019 and June 30, 2019, respectively. To the extent that more attractive entry points develop in non-Agency RMBS, we may increase our capital allocation to this sector.

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 September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018, and September 30, 2018.



	Three-Month Period Ended
	September 30, 2019	June 30, 2019	March 31, 2019	December 31, 2018	September 30, 2018
Three-Month Constant Prepayment Rates	14.5%	9.6%	6.0%	6.6%	8.4%

The following table provides details about the composition of our portfolio of fixed-rate specified pools (excluding those backed by reverse mortgages) as of September 30, 2019 and December 31, 2018.



		September 30, 2019					December 31, 2018
	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:
	3.00	$	35,264	$	36,198	59	$	6,905	$	6,905	47
	3.50	95,263		99,756		26	106,128		107,564		22
	4.00	22,615		24,058		21	22,504		23,062		16
Total 15-year fixed-rate mortgages		153,142		160,012		33	135,537		137,531		22
20-year fixed-rate mortgages:
	4.00	—		—		—	7,267		7,505		42
	4.50	15,963		16,954		17	—		—		—
	5.00	1,288		1,394		13	—		—		—
Total 20-year fixed-rate mortgages		17,251		18,348		17	7,267		7,505		42
30-year fixed-rate mortgages:
	3.00	21,944		22,530		48	25,703		25,158		38
	3.03	315		326		87	440		433		78
	3.25	961		1,002		33	976		984		24
	3.28	101		104		87	222		217		78
	3.50	208,777		219,052		45	241,264		242,232		33
	3.75	3,070		3,208		26	3,251		3,289		17
	4.00	340,101		360,690		33	435,855		446,919		26
	4.50	241,573		258,177		28	329,446		342,813		19
	5.00	109,248		118,100		27	111,267		117,328		20
	5.50	60,702		65,075		15	68,454		72,477		8
	6.00	9,911		10,655		12	20,169		21,664		4
Total 30-year fixed-rate mortgages		996,703		1,058,919		33	1,237,047		1,273,514		24
Total fixed-rate Agency RMBS		$	1,167,096	$	1,237,279	33	$	1,379,851	$	1,418,550	24

For the three-month period ended September 30, 2019, prices on our Agency RMBS portfolio generally rose, and we had total net realized and unrealized gains on our Agency RMBS of $11.1 million, or $0.89 per share. Our Agency RMBS portfolio turnover was 15% for the quarter.

During the three-month period ended September 30, 2019, we continued to hedge interest rate risk, primarily through the use of interest rate swaps and short positions in TBAs, U.S. Treasury securities, and futures. For the quarter, we had total net realized and unrealized losses of $(7.8) million, or $(0.62) per share, on our interest rate hedging portfolio, as interest rates decreased. In our hedging portfolio, the relative proportion, based on 10-year equivalents, of net short positions in TBAs increased period over period relative to our other interest rate hedges, thereby decreasing our overall exposure to Agency RMBS. 10-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 a third quarter dividend of $0.28 per share, our book value per share increased to $12.42 as of September 30, 2019, from $12.40 as of June 30, 2019, and we had an economic return of 2.4% for the three-month period ended September 30, 2019. Economic return is computed by adding back dividends declared to ending book value per share, and comparing that amount to book value per share as of the beginning of the quarter.

Our net Agency premium as a percentage of the fair value of our specified pool holdings is one metric that we use to measure the overall prepayment risk of our specified pool portfolio. Net Agency premium represents the total premium (excess of market value over outstanding principal balance) on our specified pool holdings less the total premium on related net short TBA positions. The lower our net Agency premium, the less we believe that our specified pool portfolio is exposed to market-wide increases in Agency RMBS prepayments. As of September 30, 2019 and June 30, 2019, our net Agency premium as a percentage of fair value of our specified pool holdings was approximately 5.3% and 5.0%, respectively. Excluding TBA positions used to hedge our specified pool holdings, our Agency premium as a percentage of fair value was approximately 5.9% and 5.1% as of September 30, 2019 and June 30, 2019, respectively. Our Agency premium percentage and net Agency premium percentage may fluctuate from period to period based on a variety of factors, including market factors such as interest rates and mortgage rates, and, in the case of our net Agency premium percentage, based on the degree to which we hedge prepayment risk with short TBAs. We believe that our focus on purchasing pools with specific prepayment characteristics provides a measure of protection against prepayments.

We believe that our adaptive and active style of portfolio management is well suited to the current MBS market environment, which continues to be shaped by interest rate risk, prepayment risk, shifting central bank and government policies, regulatory changes, and developing technologies.

Financing

For the three-month period ended September 30, 2019, our average borrowing cost of repo declined to 2.50% as compared to 2.69% for the three-month period ended June 30, 2019. As of September 30, 2019, the weighted average borrowing cost on our repo was 2.31%.

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. In general, we continue to see strong appetite and competitive terms from both types of lenders.

Our debt-to-equity ratio was 8.7:1 as of September 30, 2019, as compared to 9.3:1 as of June 30, 2019. Adjusted for unsettled security purchases and sales, our debt-to-equity ratio was 8.6:1 as of September 30, 2019 as compared to 8.9:1 as of June 30, 2019. 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 Policies

Our 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." 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.

Certain of our critical accounting policies require 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. 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 our Manager and Ellington's experience 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 included in this Quarterly Report on Form 10-Q for a complete discussion of our significant accounting policies. We have identified our most critical accounting policies to be the following:

Valuation: 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.

Accounting for Securities: Investments in mortgage-backed securities are recorded on trade date. We have chosen to make a fair value election pursuant to ASC 825-10, Financial Instruments, for our mortgage-backed securities portfolio. 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.

Realized gains or losses on sales of mortgage-backed securities are included in Net realized gains (losses) on securities on the Consolidated Statement of Operations, and are recorded at the time of disposition. The cost of positions sold is calculated based on identified cost. Principal write-offs are generally treated as realized losses.

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 amortize purchase premiums and accrete purchase discounts on our fixed income investments using the effective interest method.

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. As a REIT, we generally are not subject to corporate-level federal and state income tax on net income we distribute to our shareholders within the prescribed timeframes. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable income to our shareholders. Even if we qualify as a REIT, we may be subject to certain federal, state, local and foreign taxes on our income and property, and to federal income and excise taxes on our undistributed taxable income. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, we 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 we fail to qualify as a REIT.

We follow the authoritative guidance on accounting for and disclosure of uncertainty on tax positions, which requires management to determine whether a tax position 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. We did not have any unrecognized tax benefits resulting from tax positions related to the current period or our open tax years. In the normal course of business, we may be subject to examination by federal, state, local, and foreign jurisdictions, where applicable, for the current period and our open tax years. 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. There were no amounts accrued for penalties or interest as of or during the periods presented in the consolidated financial statements included in this Quarterly Report on Form 10-Q.

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 September 30, 2019 and December 31, 2018:



	September 30, 2019													December 31, 2018
(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	$	153,142		$	160,012		$	104.49	$	155,913		$	101.81	$	135,537		$	137,531		$	101.47	$	138,844		$	102.44
20-year fixed-rate mortgages	17,251			18,348			106.36		17,993			104.30		7,267			7,505			103.28		7,842			107.91
30-year fixed-rate mortgages	996,703			1,058,919			106.24		1,044,699			104.82		1,237,047			1,273,514			102.95		1,294,517			104.65
ARMs	36,681			38,112			103.90		37,874			103.25		17,752			18,243			102.77		18,969			106.86
Reverse mortgages	89,444			98,436			110.05		96,524			107.92		70,991			75,904			106.92		77,322			108.92
Total Agency RMBS	1,293,221			1,373,827			106.23		1,353,003			104.62		1,468,594			1,512,697			103.00		1,537,494			104.69
Non-Agency RMBS	11,128			9,176			82.46		7,044			63.30		13,755			11,233			81.66		9,431			68.56
Total RMBS⁽²⁾	1,304,349			1,383,003			106.03		1,360,047			104.27		1,482,349			1,523,930			102.81		1,546,925			104.36
Agency IOs	n/a			11,565			n/a		12,144			n/a		n/a			16,366			n/a		16,740			n/a
Total mortgage-backed securities				1,394,568					1,372,191								1,540,296					1,563,665
U.S. Treasury securities sold short	(37,410		)	(37,835		)	101.14		(37,618		)	100.56		(360		)	(374		)	103.89		(362		)	100.56
Reverse repurchase agreements	43,008			43,008			100.00		43,008			100.00		379			379			100.00		379			100.00
Total				$	1,399,741				$	1,377,581							$	1,540,301				$	1,563,682


(1)	Represents the dollar amount (not shown in thousands) per $100 of current principal of the price or cost for the security.


(2)	Excludes Agency IOs.

The vast 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 September 30, 2019 and December 31, 2018, investments in non-Agency RMBS constituted a relatively small portion of our total investments.

Our most prevalent method of financing RMBS is through short-term repos, which generally have maturities of 180 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 September 30, 2019 and December 31, 2018:



(In thousands)	September 30, 2019			December 31, 2018
Financial derivatives–assets, at fair value:
TBA securities purchase contracts	$	369		$	794
TBA securities sale contracts	15			—
Fixed payer interest rate swaps	86			10,201
Fixed receiver interest rate swaps	5			844
Total financial derivatives–assets, at fair value	475			11,839
Financial derivatives–liabilities, at fair value:
TBA securities sale contracts	(307		)	(2,536		)
Fixed payer interest rate swaps	(19,449		)	(6,190		)
Fixed receiver interest rate swaps	(9		)	(3		)
Futures	(121		)	(7,830		)
Total financial derivatives–liabilities, at fair value	(19,886		)	(16,559		)
Total	$	(19,411	)	$	(4,720	)

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 180 days and carry interest rates that are determined by reference to LIBOR or correlated benchmark rates 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 agreements 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 LIBOR. To the extent that our future repo borrowing costs continue to be highly correlated with LIBOR, our swap agreements 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, most of our positions are short TBA positions with a negative duration, meaning that as interest rates rise, the value of the short position increases, so these positions serve as a hedge against increases in interest rates. In the event that interest rates rise, the increase in value of the short TBA position serves to offset corollary increases in our current and/or future borrowing costs under our repurchase agreements. While we use TBAs to hedge interest rate risk, we also hold net long positions in certain TBA securities as a means of acquiring exposure to Agency RMBS.

As of September 30, 2019, as part of our interest rate hedging program, we also held short positions in U.S. Treasury securities, with a total principal amount of $37.4 million and a fair value of $37.8 million. As of December 31, 2018, we also held short positions in U.S. Treasury securities, with a total principal amount of $0.4 million and a fair value of $0.4 million.

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 September 30, 2019 and December 31, 2018. We had no other borrowings outstanding.



	September 30, 2019					December 31, 2018
			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	$	436,356	2.44	%	14	$	512,505	2.45	%	16
31-60 days	589,760		2.27		46	594,199		2.56		46
61-90 days	273,218		2.21		74	359,861		2.71		75
91-120 days	20,881		2.39		94	—		—		—
121-150 days	—		—		—	—		—		—
151-180 days	17,769		2.15		169	14,996		2.72		177
Total	$	1,337,984	2.31	%	44	$	1,481,561	2.56	%	44

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 September 30, 2019 and December 31, 2018, our total debt-to-equity ratio was 8.7:1 and 9.6:1, respectively. Collateral transferred with respect to our outstanding repo borrowings as of September 30, 2019 and December 31, 2018 had an aggregate fair value of $1.4 billion and $1.6 billion, respectively. Adjusted for unsettled security purchases and sales, our debt-to-equity ratio was 8.6:1 and 9.2:1 as of September 30, 2019 and December 31, 2018, respectively. 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 September 30, 2019, our shareholders' equity increased to $154.6 million from $153.8 million as of December 31, 2018. This increase principally consisted of net income of $12.6 million, partially offset by dividends declared of $(11.2) million, and common shares repurchased of $(0.7) million. As of September 30, 2019, our book value per share was $12.42, as compared to $12.30 as of December 31, 2018.

Results of Operations for the Three- and Nine-Month Periods Ended September 30, 2019 and 2018

The following table summarizes our results of operations for the three- and nine-month periods ended September 30, 2019 and 2018:



	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
(In thousands except for per share amounts)	2019			2018			2019			2018
Interest Income (Expense)
Interest income	$	10,485		$	13,171		$	35,237		$	40,677
Interest expense	(8,820		)	(8,519		)	(28,038		)	(23,434		)
Net interest income	1,665			4,652			7,199			17,243
Expenses
Management fees to affiliate	582			641			1,759			1,968
Other operating expenses	763			691			2,254			2,307
Total expenses	1,345			1,332			4,013			4,275
Other Income (Loss)
Net realized and change in net unrealized gains (losses) on securities	10,622			(11,038		)	46,848			(46,505		)
Net realized and change in net unrealized gains (losses) on financial derivatives	(7,213		)	8,664			(37,484		)	32,316
Total Other Income (Loss)	3,409			(2,374		)	9,364			(14,189		)
Net Income (Loss)	$	3,729		$	946		$	12,550		$	(1,221	)
Net Income (Loss) Per Common Share	$	0.30		$	0.07		$	1.01		$	(0.09	)

Core Earnings

Core Earnings consists of net income (loss), excluding realized and change in net unrealized gains and (losses) on securities and financial derivatives, and, if applicable, items of income or loss that are of a non-recurring nature. Core Earnings includes net realized and change in net unrealized gains (losses) associated with periodic settlements on interest rate swaps. Adjusted Core Earnings represents Core Earnings excluding 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 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.

Core Earnings and Adjusted Core Earnings are supplemental non-GAAP financial measures. We believe that Core Earnings and Adjusted Core Earnings provide information useful to investors because they are metrics that we use to assess our performance and to evaluate the effective net yield provided by the portfolio. Moreover, one of our objectives is to generate income from the net interest margin on the portfolio, and Core Earnings and Adjusted Core Earnings are used to help measure the extent to which this objective is being achieved. In addition, we believe that presenting Core Earnings and Adjusted Core Earnings enables our investors to measure, evaluate and compare our operating performance to that of our peer companies. However, because Core Earnings and Adjusted Core Earnings are incomplete measures of our financial results and differ from net income (loss) computed in accordance with U.S. GAAP, they should be considered as supplementary to, and not as substitutes for, net income (loss) computed in accordance with U.S. GAAP.

The table below reconciles Core Earnings and Adjusted Core Earnings for the three- and nine-month periods ended September 30, 2019 and 2018 to the line, Net Income (Loss), on our Consolidated Statement of Operations, which we believe is the most directly comparable U.S. GAAP measure:



	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
(In thousands except for share amounts)	2019			2018 ⁽¹⁾			2019			2018 ⁽¹⁾
Net Income (Loss)	$	3,729		$	946		$	12,550		$	(1,221	)
Adjustments:
Net realized (gains) losses on securities	(1,564		)	8,402			(1,308		)	13,590
Change in net unrealized (gains) losses on securities	(9,058		)	2,636			(45,540		)	32,915
Net realized (gains) losses on financial derivatives	1,862			(4,058		)	22,723			(16,311		)
Change in net unrealized (gains) losses on financial derivatives	5,351			(4,606		)	14,761			(16,005		)
Net realized gains (losses) on periodic settlements of interest rate swaps	2,347			1,281			2,978			1,072
Change in net unrealized gains (losses) on accrued periodic settlements of interest rate swaps	(1,815		)	(893		)	(1,105		)	(932		)
Subtotal	(2,877		)	2,762			(7,491		)	14,329
Core Earnings	$	852		$	3,708		$	5,059		$	13,108
Less: Catch-up Premium Amortization Adjustment	(1,564		)	(398		)	(3,412		)	(68		)
Adjusted Core Earnings	$	2,416		$	4,106		$	8,471		$	13,176
Weighted Average Shares Outstanding	12,459,478			12,693,989			12,464,800			12,875,884
Core Earnings Per Share	$	0.07		$	0.29		$	0.41		$	1.02
Adjusted Core Earnings Per Share	$	0.19		$	0.32		$	0.68		$	1.02


(1)	Conformed to current period presentation.

Results of Operations for the Three-Month Periods Ended September 30, 2019 and 2018

Net Income (Loss)

Net income (loss) for the three-month period ended September 30, 2019 was $3.7 million, as compared to $0.9 million for the three-month period ended September 30, 2018. The period-over-period increase in our results of operations was primarily due to a reversal from Total Other (Loss) in the prior period to Total Other Income in the current period, partially offset by a decrease in interest income.

Interest Income

Our portfolio as of both September 30, 2019 and 2018 consisted primarily of Agency RMBS, and to a lesser extent, non-Agency RMBS. Before interest expense, we earned approximately $10.0 million and $13.1 million in interest income on these securities for the three-month periods ended September 30, 2019 and 2018, respectively. The period-over-period decrease in interest income primarily resulted from lower average holdings in our Agency RMBS portfolio combined with a larger negative Catch-up Premium Amortization Adjustment, both of which decreased our interest income for the three-month period ended September 30, 2019. The Catch-up Premium Amortization Adjustment causes variability in our interest income and portfolio yields. For the three-month periods ended September 30, 2019 and 2018, we had a negative Catch-up Premium Amortization Adjustment of approximately $(1.6) million and $(0.4) million, respectively, which decreased interest income. Excluding the Catch-up Premium Amortization Adjustments, the weighted average yield of our overall portfolio was 3.21% and 3.26% for the three-month periods ended September 30, 2019 and 2018, 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 September 30, 2019 and 2018:



	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 September 30, 2019	$	9,844	$	1,437,981	2.74	%	$	191	$	7,136	10.70	%	$	10,035	$	1,445,117	2.78	%
Three-month period ended September 30, 2018	$	12,715	$	1,648,752	3.08	%	$	406	$	10,172	15.98	%	$	13,121	$	1,658,924	3.16	%


(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 September 30, 2019 and 2018, 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 September 30, 2019 was $8.8 million, of which $8.6 million represented interest expense on our repo borrowings and $0.2 million represented interest expense related primarily to our short positions in U.S. Treasury securities. Our total interest expense for the three-month period ended September 30, 2018 was $8.5 million, of which $8.4 million represented interest expense on our repo borrowings and $0.1 million represented interest expense related primarily 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, partially offset by lower average outstanding repo borrowings. Our average outstanding repo borrowings for the three-month period ended September 30, 2019 was $1.37 billion, and we had an average cost of funds on repo borrowings of 2.50%. Our average outstanding repo borrowings for the three-month period ended September 30, 2018 was $1.51 billion, and we had an average cost of funds on repo borrowings of 2.22%.

The following table shows information related to our average cost of funds⁽¹⁾ for the three-month periods ended September 30, 2019 and 2018.



	Repurchase Agreements						Interest Rate Swaps⁽²⁾					Short U.S. Treasury Securities⁽²⁾				Total⁽²⁾
	Average Borrowed Funds		Interest Expense		Average Cost of Funds		Net periodic expense paid or payable			Average Cost of Funds		Interest expense		Average Cost of Funds		Interest and net periodic expense paid or payable		Average Cost of Funds
(In thousands)
Three-month period ended September 30, 2019	$	1,369,722	$	8,641	2.50	%	$	(526	)	(0.15	)%	$	176	0.05	%	$	8,291	2.40	%
Three-month period ended September 30, 2018	$	1,506,855	$	8,427	2.22	%	$	(381	)	(0.10	)%	$	86	0.02	%	$	8,132	2.14	%


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


(2)	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.

For the three-month periods ended September 30, 2019 and 2018, average one-month LIBOR was 2.18% and 2.11%, respectively. For the three-month periods ended September 30, 2019 and 2018, average six-month LIBOR was 2.11% and 2.53%, respectively. For the three-month period ended September 30, 2019, the weighted average yield of our portfolio of Agency and non-Agency RMBS was 2.78%, while our total average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 2.40%, resulting in a net interest margin of 0.38%. By comparison, for the three-month period ended September 30, 2018, the weighted average yield of our Agency and non-Agency RMBS was 3.16%, while our average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 2.14%, resulting in a net interest margin of 1.02%. For the three-month periods ended September 30, 2019 and 2018, excluding the impact of the Catch-up Premium Amortization

Adjustment, the weighted average yield of our portfolio was 3.21% and 3.26%, respectively, and our adjusted net interest margin was 0.81% and 1.12%, respectively.

Management Fees

For each of the three-month periods ended September 30, 2019 and 2018, our management fee expense was approximately $0.6 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 September 30, 2019 and 2018, our other operating expenses were approximately $0.8 million and $0.7 million, respectively. The increase in other operating expenses 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 September 30, 2019, Other income (loss) was $3.4 million, consisting of net realized and change in net unrealized gains of $10.6 million on our securities, primarily our Agency RMBS, partially offset by net realized and change in net unrealized losses of $(7.2) million on our financial derivatives. Lower interest rates and higher payups on our specified pools, as compared to the prior quarter, led to gains on our securities portfolio during the quarter ended September 30, 2019. The decline in interest rates during the quarter led to losses on our interest rate hedges, including net realized and unrealized losses of $(6.9) million on our interest rate swaps. For the three-month period ended September 30, 2019, as measured by sales and excluding paydowns, we turned over approximately 15% of our Agency RMBS portfolio and, as a result of these sales, we generated net realized gains of $2.7 million on our Agency RMBS portfolio.

Other income (loss) for the three-month period ended September 30, 2018 was $(2.4) million and consisted of net realized and change in net unrealized losses of $(11.0) million on our securities, primarily our Agency RMBS, partially offset by net realized and change in net unrealized gains of $8.7 million on our financial derivatives. Higher interest rates caused Agency RMBS prices to decline modestly during the quarter ended September 30, 2018, leading to unrealized losses on our portfolio. The net realized and unrealized gains on our financial derivatives included $9.1 million of net realized and unrealized gains primarily from our net TBA short positions, futures, and interest rate swaps, partially offset by net realized and unrealized losses on swaptions. The decline in RMBS prices and the increase in interest rates positively affected the results for our TBA short positions, futures, and interest rate swaps. For the three-month period ended September 30, 2018, as measured by sales and excluding paydowns, we turned over approximately 18% of our Agency RMBS portfolio and, as a result of these sales, we generated net realized losses of $(8.3) million on our Agency RMBS portfolio.

Results of Operations for the Nine-Month Periods Ended September 30, 2019 and 2018

Net Income (Loss)

Net income (loss) for the nine-month period ended September 30, 2019 was $12.6 million, as compared to $(1.2) million for the nine-month period ended September 30, 2018. The period-over-period reversal in our results of operations was primarily due to a reversal from Total Other (Loss) for the nine-month period ended September 30, 2018, to Total Other Income for the nine-month period ended September 30, 2019, partially offset by a decline in net interest income.

Interest Income

Our portfolio as of both September 30, 2019 and 2018 consisted primarily of Agency RMBS, and to a lesser extent, non-Agency RMBS. Before interest expense, we earned approximately $34.1 million and $39.8 million in interest income on these securities for the nine-month periods ended September 30, 2019 and 2018, respectively. The period-over-period decrease in interest income primarily resulted from lower average holdings on our Agency RMBS portfolio combined with a larger negative Catch-up Premium Amortization Adjustment, both of which decreased our interest income. The Catch-up Premium Amortization Adjustment causes variability in our interest income and portfolio yields. For the nine-month periods ended September 30, 2019 and 2018, we had a negative Catch-up Premium Amortization Adjustment of approximately $(3.4) million and $(68) thousand, respectively, which decreased interest income. Excluding the Catch-up Premium Amortization Adjustments, the weighted average yield of our overall portfolio was 3.33% and 3.14% for the nine-month periods ended September 30, 2019 and 2018, respectively.

The following table details our interest income, average holdings of yield-bearing assets, and weighted average yield based on amortized cost for the nine-month periods ended September 30, 2019 and 2018:



	Agency⁽¹⁾						Non-Agency⁽¹⁾						Total⁽¹⁾
(In thousands)	Interest Income		Average Holdings		Yield		Interest Income		Average Holdings		Yield		Interest Income		Average Holdings		Yield
Nine-month period ended September 30, 2019	$	33,441	$	1,493,392	2.99	%	$	675	$	8,003	11.25	%	$	34,116	$	1,501,395	3.03	%
Nine-month period ended September 30, 2018	$	38,856	$	1,680,426	3.08	%	$	962	$	11,359	11.29	%	$	39,818	$	1,691,785	3.14	%


(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 nine-month periods ended September 30, 2019 and 2018, 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 nine-month period ended September 30, 2019 was $28.0 million, of which $27.6 million represented interest expense on our repo borrowings and $0.4 million represented interest expense related primarily to our short positions in U.S. Treasury securities. Our total interest expense for the nine-month period ended September 30, 2018 was $23.4 million, of which $22.3 million represented interest expense on our repo borrowings and $1.1 million represented interest expense related primarily 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 increase in short-term interest rates, partially offset by lower average outstanding borrowings. Our average outstanding repo borrowings for the nine-month period ended September 30, 2019 was $1.40 billion, and we had an average cost of funds on repo borrowings of 2.63%. Our average outstanding repo borrowings for the nine-month period ended September 30, 2018 was $1.54 billion, and we had an average cost of funds on repo borrowings of 1.94%.

The following table shows information related to our average cost of funds⁽¹⁾ for the nine-month periods ended September 30, 2019 and 2018.



	Repurchase Agreements						Interest Rate Swaps⁽²⁾					Short U.S. Treasury Securities⁽²⁾				Total⁽²⁾
	Average Borrowed Funds		Interest Expense		Average Cost of Funds		Net periodic expense paid or payable			Average Cost of Funds		Interest expense		Average Cost of Funds		Interest and net periodic expense paid or payable		Average Cost of Funds
(In thousands)
Nine-month period ended September 30, 2019	$	1,401,303	$	27,582	2.63	%	$	(1,857	)	(0.18	)%	$	443	0.05	%	$	26,168	2.50	%
Nine-month period ended September 30, 2018	$	1,541,736	$	22,320	1.94	%	$	(123	)	(0.01	)%	$	1,061	0.09	%	$	23,258	2.02	%


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


(2)	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.

For the nine-month periods ended September 30, 2019 and 2018, average one-month LIBOR was 2.37% and 1.91%, respectively. For the nine-month periods ended September 30, 2019 and 2018, average six-month LIBOR was 2.45% and 2.38%, respectively. For the nine-month period ended September 30, 2019, the weighted average yield of our portfolio of Agency and non-Agency RMBS was 3.03%, while our total average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 2.50%, resulting in a net interest margin of 0.53%. By comparison, for the nine-month period ended September 30, 2018, the weighted average yield of our Agency and non-Agency RMBS was 3.14%, while our average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 2.02%, resulting in a net interest margin of 1.12%. For the nine-month periods ended September 30, 2019 and 2018, excluding the impact of the Catch-up Premium Amortization

Adjustment, the weighted average yield of our portfolio was 3.33% and 3.14%, respectively, and our adjusted net interest margin was 0.83% and 1.12%, respectively.

Management Fees

For nine-month periods ended September 30, 2019 and 2018, our management fee expense was approximately $1.8 million and $2.0 million, respectively. The decrease in management fee period over period was primarily due to a smaller capital base period over period. 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 each of the nine-month periods ended September 30, 2019 and 2018, our other operating expenses were approximately $2.3 million.

Other Income (Loss)

Other income (loss) consists of net realized and net change in unrealized gains (losses) on securities and financial derivatives. For the nine-month period ended September 30, 2019, Other income (loss) was $9.4 million, consisting of net realized and change in net unrealized gains of $46.8 million on our securities, primarily our Agency RMBS, partially offset by net realized and change in net unrealized losses of $(37.5) million on our financial derivatives. The increase in prices on our Agency RMBS holdings, as a result of the decrease in interest rates during the nine-month period ended September 30, 2019, led to significant gains on our securities portfolio. The decrease in interest rates also led to losses on our interest rate hedges, including net realized and unrealized losses of $(26.5) million on our interest rate swaps, $(6.1) million on our futures, and $(4.8) million on our TBAs. For the nine-month period ended September 30, 2019, as measured by sales and excluding paydowns, we turned over approximately 47% of our Agency RMBS portfolio and, as a result of these sales, we generated net realized gains of $2.4 million on our Agency RMBS portfolio.

Other income (loss) for the nine-month period ended September 30, 2018 was $(14.2) million and consisted of net realized and change in net unrealized losses of $(46.5) million on our securities, primarily our Agency RMBS, partially offset by net realized and change in net unrealized gains of $32.3 million on our financial derivatives. The increase in interest rates during the nine-month period ended September 30, 2018 led to significant unrealized losses on our securities portfolio. We had net realized and unrealized losses of $(51.2) million on our Agency RMBS, partially offset by net realized and unrealized gains of $4.0 million on our U.S. Treasury securities. The net realized and unrealized gains on our financial derivatives primarily included $29.0 million of net realized and unrealized gains from our net TBA short positions and interest rate swaps. The decline in RMBS prices and the increase in interest rates positively affected the results for our TBA short positions and interest rate swaps. For the nine-month period ended September 30, 2018, as measured by sales and excluding paydowns, we turned over approximately 50% of our Agency RMBS portfolio and, as a result of these sales, we generated net realized losses of $(19.5) million on our Agency RMBS portfolio.

Liquidity and Capital Resources

Liquidity refers to our ability to meet our cash needs, including repaying our borrowings, funding and maintaining RMBS and other assets, paying dividends, and other general business needs. Our short-term (one year or less) and long-term 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 September 30, 2019 and December 31, 2018, we had $1.3 billion and $1.5 billion outstanding under our repurchase agreements, respectively. As of September 30, 2019, our outstanding repurchase agreements were with 14 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 both September 30, 2019 and December 31, 2018, the weighted average contractual haircut applicable to the assets that serve as collateral for our outstanding repo borrowings was 5.1%.

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)
September 30, 2019	$	1,337,984	$	1,369,722	$	1,374,080
June 30, 2019	1,442,043		1,412,434		1,442,043
March 31, 2019	1,427,147		1,422,333		1,427,147
December 31, 2018	1,481,561		1,456,905		1,481,561
September 30, 2018	1,500,632		1,506,855		1,515,617
June 30, 2018	1,537,216		1,530,734		1,537,216
March 31, 2018	1,589,319		1,588,515		1,590,790
December 31, 2017	1,597,206		1,614,096		1,643,683
September 30, 2017	1,642,313		1,633,746		1,650,729
June 30, 2017⁽¹⁾	1,628,450		1,339,806		1,628,450
March 31, 2017	1,178,285		1,194,321		1,199,860
December 31, 2016	1,197,973		1,170,091		1,197,973


(1)	For the quarter ended June 30, 2017, the significant increase between average borrowings outstanding and total borrowings as of June 30, 2017 was the result of our deployment of the proceeds from our follow-on offering of common shares during the quarter. Based on our higher equity base, we increased our repo borrowings so as to maintain our desired debt-to-equity ratio.

As of September 30, 2019, we had an aggregate amount at risk under our repurchase agreements with 14 counterparties of $73.0 million. As of December 31, 2018, we had an aggregate amount at risk under our repurchase agreements with 12 counterparties of $89.6 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 September 30, 2019 and December 31, 2018 does not include $0.6 million and $0.2 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 collateral arrangements or clearing in accordance with 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 September 30, 2019, we had an aggregate amount at risk under our derivative contracts, excluding TBAs, with three counterparties of approximately $11.6 million. We also had $10.0 million of initial margin for cleared over-the-counter, or "OTC," derivatives posted to central clearinghouses as of that date. As of December 31, 2018, we had an aggregate amount at risk under our derivatives contracts, excluding TBAs, with three counterparties of approximately $11.6 million. We also had $9.8 million of initial margin for cleared OTC derivatives posted to central clearinghouses as of that date. 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 September 30, 2019, in connection with our forward settling TBA and Agency pass-through certificates, we had an aggregate amount at risk with 11 counterparties of approximately $3.9 million. As of December 31, 2018, in connection with our forward settling TBA and Agency pass-through certificates, we had an aggregate amount at risk with eight counterparties of approximately $2.5 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 securities 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 securities plus our collateral held directly by the counterparty, there is no amount at risk for the particular counterparty.

We held cash and cash equivalents of approximately $50.2 million and $18.6 million as of September 30, 2019 and December 31, 2018, respectively.

We may declare dividends based on, among other things, our earnings, our financial condition, the REIT qualification requirements of the Internal Revenue Code of 1986, as amended, our working capital needs and new opportunities. 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:

Nine-Month Period Ended September 30, 2019

Dividend

Per Share

Dividend Amount

Declaration Date

Record Date

Payment Date

(In thousands)

First Quarter

0.34

4,239

March 4, 2019

March 29, 2019

April 25, 2019

Second Quarter

0.28

3,491

June 11, 2019

June 28, 2019

July 25, 2019

Third Quarter

0.28

3,485

September 11, 2019

September 30, 2019

October 25, 2019

Nine-Month Period Ended September 30, 2018

Dividend

Per Share

Dividend Amount

Declaration Date

Record Date

Payment Date

(In thousands)

First Quarter

0.37

4,746

March 7, 2018

March 29, 2018

April 25, 2018

Second Quarter

0.37

4,704

June 13, 2018

June 29, 2018

July 25, 2018

Third Quarter

0.37

4,700

September 12, 2018

September 28, 2018

October 25, 2018

For the nine-month period ended September 30, 2019, our operating activities provided net cash of $13.1 million and our investing activities provided net cash of $193.5 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) used net cash of $162.2 million. Thus our operating and investing activities, when combined with our net repo financing activities, provided net cash of $44.3 million. We used $12.0 million to pay dividends and $0.7 million to repurchase common shares. As a result of these activities, there was an increase in our cash holdings of $31.6 million, from $18.6 million as of December 31, 2018 to $50.2 million as of September 30, 2019.

For the nine-month period ended September 30, 2018, our operating activities provided net cash of $22.2 million and our investing activities provided net cash of $87.6 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 $103.2 million. Thus our operating and investing activities, when combined with our net repo financing activities, provided net cash of $6.5 million. We used $14.4 million to pay dividends and $7.3 million to repurchase common shares. As a result of these activities, there was a decrease in our cash holdings of $15.1 million, from $56.1 million as of December 31, 2017 to $41.0 million as of September 30, 2018.

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. This program superseded the program that was previously adopted on February 6, 2018. During the three-month period ended September 30, 2019, we repurchased 33,706 common shares at an average price per share of $9.87 and a total cost of $0.3 million. During the nine-month period ended September 30, 2019, we repurchased 73,816 common shares at an average price per share of $10.12 and a total cost of $0.7 million. Under the current repurchase program adopted on June 13, 2018, we have repurchased 298,029 common shares through November 1, 2019 for an aggregate cost of $3.1 million, and have authorization to repurchase an additional 901,971 common shares.

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 September 30, 2019 and December 31, 2018, there were no repurchase agreements and reverse repurchase agreements reported on a net basis on the Consolidated Balance Sheet.

As of September 30, 2019, we had $1.3 billion of outstanding borrowings with 14 counterparties.

Off-Balance Sheet Arrangements

As of September 30, 2019, 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 influence our performance far more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our activities and balance sheet are measured with reference to historical cost and/or fair

market value without considering inflation.

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 180 days and carry interest rates that are determined by reference to LIBOR or similar short-term benchmark rates 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 qualifying and 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 September 30, 2019, 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, excluding TBAs	$	13,930		9.01	%	$	25,823		16.71	%	$	(15,965	)	(10.33	)%	$	(33,965	)	(21.97	)%
TBAs	(1,207		)	(0.78	)%	(1,439		)	(0.93	)%	2,182			1.41	%	5,339			3.46	%
Non-Agency RMBS	205			0.13	%	404			0.26	%	(212		)	(0.14	)%	(431		)	(0.28	)%
U.S. Treasury Securities, Interest Rate Swaps, and Futures	(13,083		)	(8.46	)%	(26,657		)	(17.25	)%	12,591			8.15	%	24,691			15.97	%
Repurchase and Reverse Repurchase Agreements	(783		)	(0.51	)%	(1,566		)	(1.01	)%	783			0.51	%	1,566			1.01	%
Total	$	(938	)	(0.61	)%	$	(3,435	)	(2.22	)%	$	(621	)	(0.40	)%	$	(2,800	)	(1.81	)%

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 September 30, 2019 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 "—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. 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. 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. Additionally, increases in prepayment rates may cause us to experience losses on our investment in interest-only securities, or "IOs," and inverse interest only securities, or "IIOs," as these securities are extremely sensitive to prepayment rates. Finally, prepayment rates, besides being subject to interest rates and borrower behavior, are also substantially affected by government policy and regulation.

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 occupancies 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 qualifying and 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.

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 September 30, 2019. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2019.

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 September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

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 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. For example, in January 2017, an affiliate of Ellington received a subpoena from the SEC requesting documents, communications, and other information relating primarily to a loan originator and the loans originated by such originator, such affiliate's analyses of such loans, the purchases and securitizations of such loans by such affiliate and by certain third parties, and the servicing of such loans. Ellington's affiliate has responded to the subpoena and intends to continue to cooperate with any further requests. Ellington has advised us that, at the present time, it is not aware that any material legal proceeding against us or Ellington or its affiliates is contemplated in connection with any such inquiries or requests. We and Ellington cannot provide any assurance that these or any future such inquiries and requests will not result in further investigation of or the initiation of a proceeding against us or Ellington or its affiliates or that, if any such investigation or proceeding were to arise, it would not materially adversely affect us. For a discussion of certain risks to which we or Ellington or its affiliates could be exposed as a result of inquiries or requests for documents and information received by us or Ellington or its affiliates, see "Risk Factors—We or Ellington or its affiliates may be subject to regulatory inquiries or proceedings" included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018.

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, 2018. 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 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On September 11, 2019, we issued 3,756 restricted common shares to each of Robert B. Allardice, III, David Miller, Thomas Robards, and Ronald I. Simon, Ph.D., as compensation for serving as trustees. These restricted share grants were made pursuant to our 2013 Equity Incentive Plan and such grants were exempt from the registration requirements of the Securities Act based on the exemption provided by Section 4(a)(2) of the Securities Act.

Purchases of Equity Securities



	Total Number of Shares Purchased	Average Price Paid		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Number of Shares that May Yet be Purchased Under the Plans or Programs

July 1, 2019 – July 31, 2019	—	$	—	—	935,677
August 1, 2019 – August 31, 2019	16,712	9.90		16,712	918,965
September 1, 2019 – September 30, 2019	16,994	9.83		16,994	901,971
Total	33,706	$	9.87	33,706	901,971

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.

Item 6. Exhibits



Exhibit		Description
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		The following financial information from Ellington Residential Mortgage REIT's Quarterly Report on Form 10-Q for the three- and nine-month periods ended September 30, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheet, (ii) Consolidated Statement of Operations, (iii) Consolidated Statement of Shareholders' Equity, (iv) Consolidated Statement of Cash Flows and (v) Notes to Consolidated Financial Statements.


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

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:	November 6, 2019	By:	/s/ LAURENCE PENN
			Laurence Penn Chief Executive Officer (Principal Executive Officer)

		ELLINGTON RESIDENTIAL MORTGAGE REIT
Date:	November 6, 2019	By:	/s/ CHRISTOPHER SMERNOFF
			Christopher Smernoff Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit

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:	November 6, 2019
		/s/ Laurence Penn
		Laurence Penn
		Chief Executive Officer (Principal Executive Officer)

Exhibit

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;


(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


(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:	November 6, 2019
		/s/ Christopher Smernoff
		Christopher Smernoff
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit

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 September 30, 2019, 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:	November 6, 2019	/s/ Laurence Penn
		Laurence Penn Chief Executive Officer (Principal Executive Officer)

Exhibit

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 September 30, 2019, 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:	November 6, 2019	/s/ Christopher Smernoff
		Christopher Smernoff Chief Financial Officer (Principal Financial and Accounting Officer)