2024年AG Mortgage Investment Trust, Inc. 年度报告详细解读

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该文档是AG Mortgage Investment Trust, Inc.向美国证券交易委员会（SEC）提交的年度报告，用于1934年证券交易法第13条或15(d)款的年度报告，报告覆盖了截至2024年12月31日的财政年度。文件提及了AG Mortgage Investment Trust, Inc.的注册信息，其公司注册编号为001-35151，公司注册地为马里兰州，注册雇主身份识别号码为27-5254382。此外，报告提供了公司的主要执行办公室地址，位于纽约州纽约市公园大道245号26楼。该报告是公司对外披露的正式文件，包含公司的财务状况、运营结果、管理层讨论与分析以及其他重要信息。通过这份报告，投资者和监管机构可以了解到公司的业务模式、市场风险、财务健康状况和未来战略方向。这份报告的提交意味着AG Mortgage Investment Trust, Inc.需要遵守SEC的相关规定，为投资者提供其业务的透明度。Form 10-K是美国上市公司必须每年提交的文件，以便于公众了解公司的详细财务信息和公司治理情况。" 根据提供的文件内容，以下是详细的知识点： 1. SEC（美国证券交易委员会）: SEC是一个独立的联邦机构，负责执行美国证券法律、规则和规章制度，以保护投资者，维护公平、有序、高效的市场，以及促进资本形成。SEC要求上市公司提交包括Form 10-K在内的多种类型的报告，以确保信息披露的透明度和准确性。 2. Form 10-K报告: Form 10-K是一种年度报告，所有根据美国证券交易法注册的公司必须向SEC提交。报告包含了公司业务和财务状况的全面描述，是投资者和分析师评估公司表现和潜在风险的重要文件。 3. 披露要求: 公司必须按照SEC的规定，通过Form 10-K报告披露其财务状况、管理团队的讨论与分析、公司治理结构、以及高管薪酬等信息。这些信息有助于投资者做出更为明智的投资决策。 4. 公司注册信息: AG Mortgage Investment Trust, Inc.的注册信息包括其注册地、注册组织类型、雇主身份识别号码（EIN）以及公司地址等。这些信息对于确定公司的法律身份和地理位置至关重要。 5. 业务运营: 报告中提到的AG Mortgage Investment Trust, Inc.的业务模式可能涉及到房地产投资信托(REIT)相关活动。REIT通常投资于能够产生收入的房地产或相关的贷款和抵押品，包括住宅、商业和工业地产等。 6. 财务披露: 作为年度报告，Form 10-K需要详细披露公司的财务状况，包括资产负债表、利润表、现金流量表以及股东权益变动表等。这些财务报表必须按照通用会计准则(GAAP)编制。 7. 风险因素: 报告中可能详细描述公司面临的市场风险、财务风险、运营风险等，并可能包含公司应对这些风险的策略。 8. 公司治理: 报告还可能包括公司治理和管理的信息，如董事会的构成、执行官的薪酬情况、内部控制和合规性问题、以及公司政策和程序等。 9. 投资者关系: 报告通常会包含投资者关系信息，以提供给股东和其他利益相关者了解公司的决策过程、分红政策、股东权利以及其他与投资者利益相关的信息。 10. 证券市场：通过SEC提交的Form 10-K报告，也体现了美国证券市场的透明度和成熟度，为全球投资者提供了一个可信赖的市场环境，同时也为公司在全球资本市场融资提供了便利。

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• The failure of servicers to effectively service the mortgage loans in our portfolio may materially and adversely affect us, and market

disruptions may make it more difficult for the loan servicers to perform a variety of services for us, which may adversely impact our

business and financial results.

• If Arc Home's ability to sell loans in the secondary market is impaired, it could affect its volume and margins, which adversely affect

its business and, in turn, would have a negative impact on our results.

• Arc Home is subject to extensive licensing requirements and regulation, which could materially and adversely affect us.

• An economic slowdown or a deterioration of the housing market could negatively impact Arc Home's lending and servicing businesses.

Risks Related to our Investments

• Our investments in non-agency residential mortgage loans, including Non-QM Loans in particular, subject us to legal, regulatory and

other risks.

• We invest in Agency-Eligible Loans, which expose us to an increased risk of loss.

• We invest in Home Equity Loans and may invest in other second lien mortgage loans, which expose us to an increased risk of loss.

• Changes in prepayment rates may adversely affect the return on our investments.

• Prepayment rates are difficult to predict, and market conditions may disrupt the historical correlation between interest rate changes and

prepayment trends.

• Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions and we cannot assure you that those

ratings will not be downgraded.

• Our investment in lower rated Non-Agency RMBS resulting from the securitization of our assets or otherwise, exposes us to the first

loss on the mortgage assets held by the securitization vehicle. Additionally, the principal and interest payments on Non-Agency RMBS

are not guaranteed by any entity, including any government entity or GSE, and therefore are subject to increased risks, including credit

risk.

Risks Related to Legacy WMC Commercial Investments

• Commercial real estate-related investments that are secured by commercial real property, which were acquired by us in the WMC

acquisition, are subject to delinquency, foreclosure and loss, which could result in losses to us.

Risks Related to U.S. Government Programs

• The federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations

affecting the relationship between these agencies and the U.S. government, may adversely affect our business.

Risks Related to Financing Activities

• We have a material amount of corporate indebtedness, which could have significant effects on our business.

• Our business strategy involves the use of leverage, and we may become overleveraged or not achieve what we believe is optimal

leverage, which may materially adversely affect our liquidity, results of operations or financial condition.

• The securitization process exposes us to risks, which could result in losses to us.

• Our financing arrangements contain restrictive operating covenants.

• If a counterparty to a repurchase agreement defaults on its obligation to resell or return the underlying security back to us at the end of

the transaction term, we may lose money on such financing arrangement.

• Our rights under our repurchase agreements may be subject to the effects of the bankruptcy laws in the event of the bankruptcy or

insolvency of us or our lenders under the financing arrangements, which may allow our lenders to repudiate our financing

arrangements.

• Pursuant to the terms of borrowings under our financing arrangements, we are subject to margin calls that could result in defaults or

force us to sell assets under adverse market conditions or through foreclosure.

• The Federal Reserve's actions and statements regarding monetary policy and the management of its balance sheet can affect the fixed

income and mortgage finance markets in ways that could adversely affect our future business and financial results and the value of, and

returns on, real estate-related investments and other assets we own or may acquire.

Risks Related to our Management and our Relationships with our Manager and its Affiliates

• We are dependent upon our Manager, its affiliates and their key personnel and may not find a suitable replacement if the management

agreement with our Manager is terminated or such key personnel are no longer available to us, which would materially and adversely

affect us.

• The management agreement was not negotiated on an arm’s length basis and the terms, including the fees payable to our Manager, may

not be as favorable to us as if the agreement was negotiated with unaffiliated third-parties.

• Our governance and operational structure could result in conflicts of interest.

• We may enter into transactions to purchase or sell investments with entities or accounts managed by our Manager or its affiliates.

• Our Manager's fee structure may not create proper incentives or may induce our Manager and its affiliates to make riskier or more

speculative investments, which increase the risk of our portfolio.

• Our Manager will not be liable to us for any acts or omissions performed in accordance with the management agreement, including

with respect to the performance of our investments.

• Termination of our management agreement would be costly and, in certain cases, not permitted.

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Risks Related to Taxation

• Our failure to qualify as a REIT would result in higher taxes and reduced cash available for distribution to our stockholders.

• The failure of assets subject to repurchase agreements to be treated as owned by us for U.S. federal income tax purposes could

adversely affect our ability to qualify as a REIT.

• Our ownership of and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT

status and may result in the application of a 100% excise tax.

• Uncertainty exists with respect to the treatment of TBAs for purposes of the REIT asset and income tests.

• New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or

impossible for us to qualify as a REIT.

• Complying with the REIT requirements may limit our ability to hedge effectively.

• The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of securitizing mortgage

loans, that would be treated as sales for U.S. federal income tax purposes.

• We or our TRS may not be able to fully utilize our respective net operating loss or net capital loss carryforwards.

Risks Related to our Organization and Strategy

• Loss of our exemption from regulation under the Investment Company Act would impose significant limits on our operations, which

would negatively affect the value of shares of our common stock and our ability to distribute cash to our stockholders.

• Certain provisions of Maryland law could inhibit a change in our control.

Other Risks Related to Ownership of Our Common Stock

• Investing in our common stock may involve a high degree of risk. Investors in our common stock may experience losses, volatility, and

poor liquidity, and we may reduce or not pay our dividends at all in a variety of circumstances.

Risks Related to our Company, Business, and Operations

Our ability to grow our business is dependent upon our Manager's ability to source, acquire and finance a large volume of desirable

residential mortgage loans and other target assets on attractive terms.

Our investment strategy is focused on acquiring and securitizing newly-originated residential mortgage loans. Our ability to successfully

execute this strategy, grow our business, and achieve attractive risk-adjusted returns for our stockholders are dependent upon our Manager's

ability to source, acquire and finance on our behalf a large volume of desirable residential mortgage loans and other target assets on

attractive terms, and our Manager may be unable to do so for many reasons. We derive a portion of our residential mortgage loans through

Arc Home. Arc Home is heavily dependent on its ability to fund its non-agency loans through warehouse facilities, which are generally

short-term in nature. If Arc Home is unable to renew or obtain new facilities on commercially reasonable terms or at all, it would adversely

impact its ability to maintain or grow its residential mortgage loan production and its overall business. In addition, Arc Home has no

obligation to sell residential mortgage loans and other target assets to us and our Manager may be unable to locate other originators that are

able or willing to originate residential mortgage loans and other target assets that meet our standards on favorable terms or at all. General

economic factors, such as recession, declining home values, unemployment and high interest rates, certain of which we are currently

experiencing, have and may continue to limit the supply of available residential mortgage loans and other target assets.

Moreover, competition for residential mortgage loans and other target assets or changes in GSE regulations may drive down supply or drive

up prices, making it uneconomical to purchase such loans or other target assets. For instance, in acquiring residential mortgage loans and

other target assets from unaffiliated parties, we compete with a broad spectrum of institutional investors, many of which have greater

financial resources than us. Increased competition for, or a reduction in the available supply of, qualifying investments could result in

higher prices for (and thus lower yields on) such investments, which could narrow the yield spread over borrowing costs. Competition may

also reduce the number of investment opportunities available to us and may adversely affect the terms upon which investments can be

made. We may incur due diligence or other costs on investments which may not be successful or may not be completed at all. As a result,

we may incur additional costs to acquire a sufficient volume of residential mortgage loans and other target assets or be unable to acquire

such loans and other target assets at reasonable prices or at all. There can be no assurance that attractive investments will be available for us

or that available investments will meet our strategies. If we cannot source, acquire and finance an adequate volume of desirable residential

mortgage loans and other target assets on attractive terms or at all, we may be materially and adversely affected.

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Further, the success of our investment strategy is highly dependent upon our ability to finance our target assets through non-recourse, non-

mark-to-market securitization transactions. Although market conditions for securitizations were generally strong during 2024, there is no

guarantee that such conditions will be maintained or further improve. Prior to executing a securitization transaction, we typically acquire

assets with warehouse financing subject to margin calls which typically are associated with a higher level of risk than other non-recourse,

non-mark-to-market financing. In executing securitization transactions, we rely on third-party service providers, including custodians,

rating agencies, servicers, and due diligence firms, to support the completion of such transactions in a timely and efficient manner. These

third-party service providers may not have sufficient resources to dedicate the appropriate time and attention needed for securitization

transactions conducted by us and our competitors. Resources, including sufficient personnel resources, of third-party service providers may

be negatively impacted by a variety of factors. To the extent that third-party service providers on which we rely are not able to dedicate

sufficient resources to provide the necessary services to us, we may be delayed in completing, or unable to complete, securitization

transactions on the pace anticipated in our business plan and our operating results may be materially and adversely impacted.

Further, certain jurisdictions require a license to purchase, hold, enforce or sell residential mortgage loans. We may contribute our loans to

entities, including one or more trusts whose trustee is a national bank, which rely on exemptions from state licensing requirements. Certain

states have and others could seek to challenge such analysis and ultimately require us to obtain any necessary state license. There can be no

assurance that the use of trusts will satisfy an exemption from licensing requirements because regulatory agencies may adopt a different

interpretation of various laws. If a license is required, there can be no assurance that we will be able to obtain the requisite licenses in a

timely manner or at all or in all necessary jurisdictions, or that the use of the trusts will reduce the requirement for licensing, any of which

could limit our ability to invest in residential mortgage loans. Our failure to obtain and maintain required licenses may expose us to

penalties or other claims and may affect our ability to acquire an adequate and desirable supply of mortgage loans to conduct our

securitization program and, as a result, could harm our business.

Disruptive, exogenous geopolitical or other macroeconomic events or large-scale conflicts, including warfare among countries could

materially and adversely affect our business.

From time to time, tensions between countries may erupt into warfare and may adversely affect neighboring countries and those who

conduct trade or foreign relations with those affected regions. Such acts of war may cause widespread and lingering damage on a global

scale, including, but not limited to, (i) safety and cybersecurity, (ii) the economy, and (iii) global relations.

The wars between Russia and Ukraine and the Middle East conflict have and will continue to result in instability and adversely affect the

global economy or specific markets. In addition, these geopolitical tensions can cause an increase in volatility in commodity and energy

prices, creating supply chain issues, and causing instability in financial markets. Sanctions imposed by the United States and other countries

in response to such conflict could further adversely impact the financial markets and the global economy, and any economic

countermeasures by the affected countries or others, could exacerbate market and economic instability. Further, Russia has launched an

onslaught of cyberwarfare against Ukraine as part of its ongoing invasion, targeting the country’s critical infrastructure, government

agencies, media organizations, and related think tanks in the U.S. and EU.

The U.S. federal government has cautioned Americans on the possibility of Russia targeting the U.S. with cyber attacks in retaliation for

sanctions that the U.S. has imposed and has urged both the public and private sectors to strengthen their cyber defenses and protect critical

services and infrastructure. Additionally, President Biden directed government bodies to mandate cybersecurity and network defense

measures within their respective jurisdictions and has initiated action plans to reinforce cybersecurity within the electricity, pipeline, and

water sectors. The Biden administration also launched joint efforts with Cybersecurity and Infrastructure Security Agency (CISA) through

its “Shields Up” campaign to defend the U.S. against possible cyber attacks. CISA published advisories warning of Russian state-sponsored

threat actors targeting “COVID-19 research, governments, election organizations, healthcare and pharmaceutical, defense, energy, video

gaming, nuclear, commercial facilities, water, aviation, and critical manufacturing” sectors in the U.S. and other Western nations. While we

have not experienced such cyber attacks and have not detected activity that would indicate a planned cyber attack, to date, it is yet unknown

whether Russia would be successful in breaching our network defenses or, more broadly, those within the areas listed above, which, if

successful, may cause disruptions to critical infrastructure required for our operations and livelihoods, or those of borrowers of our loans or

underlying our investments and service providers.

Disruption, instability, volatility, and decline in economic activity, regardless of where it occurs, whether caused by acts of war, other acts

of aggression, or terrorism, could in turn also cause higher interest rates, inflation, tariffs or general economic uncertainty, which could

negatively impact borrowers of our loans or underlying our investments, service providers, or otherwise adversely impact the value of our

assets.

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