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Aug. 13, 2021, 6:33 a.m. EDT

10-Q: ANGEL OAK MORTGAGE, INC.

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(EDGAR Online via COMTEX) -- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of financial condition and results of operations is intended to help the reader understand the results of operations and financial condition of Angel Oak Mortgage, Inc. The following should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto. References herein to "the Company," "we," "us," or "our" refer to Angel Oak Mortgage, Inc. and its subsidiaries unless the context requires otherwise.

Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as "anticipate," "estimate," "will," "should," "expect," "believe," "intend," "seek," "plan" and similar expressions or their negative forms, or by references to strategy, plans, or intentions. These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in our prospectus dated June 16, 2021, filed with the Securities and Exchange Commission (the "SEC") on June 21, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act") (the "Prospectus"), which is part of a registration statement on Form S-11, as amended (File No. 333-256301) (the "Registration Statement"), under the caption "Risk Factors." Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports we file with the SEC, including reports on Forms 10-K, 10-Q and 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Factors that could have a material adverse effect on future results and performance relative to those set forth in or implied by the related forward-looking statements, as well as on our business, financial condition, liquidity, results of operations and prospects, include, but are not limited to:

the effects of adverse conditions or developments in the financial markets and the economy, including the impact of the COVID-19 pandemic, upon our ability to acquire non-QM loans sourced from Angel Oak's proprietary mortgage lending platform, Angel Oak Mortgage Lending, and other target assets;

the level and volatility of prevailing interest rates and credit spreads;

changes in our industry, interest rates, the debt or equity markets, the general economy (or in specific regions) or the residential real estate finance and the real estate markets specifically;

changes in our business strategies or target assets;

general volatility of the markets in which we invest;

changes in the availability of attractive loan and other investment opportunities, including non-QM loans sourced from Angel Oak Mortgage Lending platforms;

the ability of Falcons I, LLC ("the Manager") to locate suitable investments for us, manage our portfolio, and implement our strategy;

our ability to obtain and maintain financing arrangements on favorable terms, or at all;

the adequacy of collateral securing our investments and a decline in the fair value of our investments;

the timing of cash flows, if any, from our investments;

our ability to profitably execute securitization transactions;

the operating performance, liquidity, and financial condition of borrowers;

increased rates of default and/or decreased recovery rates on our investments;

changes in prepayment rates on our investments;

the departure of any of the members of senior management of our Company, our Manager, or Angel Oak;

the availability of qualified personnel;

conflicts with Angel Oak, including our Manager and its personnel, including our officers, and entities managed by Angel Oak;

events, contemplated or otherwise, such as acts of God, including hurricanes, earthquakes, and other natural disasters, pandemics such as COVID-19, acts of war and/or terrorism and others that may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments;

impact of and changes in governmental regulations, tax laws and rates, accounting principles and policies and similar matters;

the level of governmental involvement in the U.S. mortgage market;

future changes with respect to the Government Sponsored Entities in the mortgage market and related events, including the lack of certainty as to the future roles of these entities and the U.S. Government in the mortgage market and changes to legislation and regulations affecting these entities;

effects of hedging instruments on our target assets and our returns, and the degree to which our hedging strategies may or may not protect us from interest rate volatility;

our ability to make distributions to our stockholders in the future at the level contemplated by our stockholders or the market generally, or at all;

our ability to qualify and maintain our qualification as a real estate investment trust (a "REIT") for U.S. federal income tax purposes; and

our ability to maintain our exclusion from regulation as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act").

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report and in the Prospectus. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management's views only as of the date such statements are made. The risks summarized under "Risk Factors" in the Prospectus could cause actual results and performance to differ materially from those set forth in or implied by our forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us.

General

Through our relationship with our Manager, we benefit from Angel Oak's vertically integrated platform and in�house expertise, providing us with the resources that we believe are necessary to generate attractive risk�adjusted returns for our stockholders. Angel Oak Mortgage Lending provides us with proprietary access to non�QM loans, as well as transparency over the underwriting process and the ability to acquire loans with our desired credit and return profile. We believe our ability to identify and acquire target assets through the secondary market is bolstered by Angel Oak's experience in the mortgage industry and expertise in structured credit investments. In addition, we believe we have significant competitive advantages due to Angel Oak's analytical investment tools, extensive relationships in the financial community, financing and capital structuring skills, investment surveillance capabilities, and operational expertise.

We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the Code"). Our qualification as a REIT, and maintenance of such qualification, will depend on our ability to meet, on a continuing basis, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the concentration of ownership of our stock. We also intend to operate our business in a manner that will allow us to maintain our exclusion from regulation as an investment company under the Investment Company Act. Our common stock commenced trading on the New York Stock Exchange of June 17, 2021.

We expect to derive our returns primarily from the difference between the interest we earn on loans we make and our cost of capital, as well as the returns from bonds, including risk retention securities, that are retained after securitizing the underlying loan collateral.

Recent Developments

As a real estate finance company, we believe the key financial measures and indicators for our business are Distributable Earnings, Distributable Return on Average Equity and book value per share.

Distributable Earnings

Distributable Earnings is a non�GAAP measure and is defined as net income (loss) allocable to common stockholders as calculated in accordance with GAAP, excluding (1) unrealized gains and losses on our aggregate portfolio, and realized gains (losses) on derivatives, (2) impairment losses, (3) extinguishment of debt, (4) non-cash equity compensation expense, (5) the incentive fee earned by our Manager, (6) realized gains or losses on swap terminations and (7) certain other nonrecurring gains or losses. We believe that the presentation of Distributable Earnings provides investors with a useful measure to facilitate comparisons of financial performance among our REIT peers, but has important limitations. We believe Distributable Earnings as described above helps evaluate our financial performance without the impact of certain transactions but is of limited usefulness as an analytical tool. As a REIT, we are required to distribute at least 90% of our annual REIT taxable income and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of such taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons that stockholders invest in our common stock, generally we intend to attempt to pay dividends to our stockholders in an amount equal to our REIT taxable income, if and to the extent authorized by our Board of Directors. Distributable Earnings is one of a number of factors considered by our Board of Directors in declaring dividends and, while not a direct measure of REIT taxable income, over time, the measure can be considered a useful indicator of our dividends. Distributable Earnings should not be viewed in isolation and is not a substitute for net income computed in accordance with GAAP. Our methodology for calculating Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our Distributable Earnings may not be comparable to similar measures presented by other REITs.

Distributable Earnings were approximately $2.0 million and $2.2 million for the three months ended June 30, 2021 and 2020, respectively, and $6.9 million and $(5.5) million for the six months ended June 30, 2021 and 2020, respectively.

The table below sets forth a reconciliation of net income allocable to common stockholder(s), calculated in accordance with GAAP, to Distributable Earnings for the three and six months ended June 30, 2021 and 2020:







                                                                        Three Months Ended                               Six Months Ended
                                                               June 30, 2021           June 30, 2020           June 30, 2021           June 30, 2020
                                                                                                  (in thousands)
        Net income (loss) allocable to common stockholder(s) $        2,223          $       26,221          $       11,706          $      (10,516)
        Adjustments:
        Net other-than-temporary credit impairment losses                 -                       -                       -                       -
        Net realized and unrealized (gains) losses on
        derivatives                                                   3,903                  (1,169)                  2,294                     176
        Net unrealized (gains) losses on residential loans           (4,062)                (22,586)                 (6,954)                  2,839
        Net unrealized (gains) losses on commercial loans              (123)                   (254)                   (265)                  1,970
        Net unrealized (gains) losses on financial
        instruments at fair value                                         -                      (8)                      -                      10
        (Gains) losses on extinguishment of debt                          -                       -                       -                       -
        Non-cash equity compensation expense                             90                       -                      90                       -
        Inventive fee earned by the Manager                               -                       -                       -                       -
        Realized gains (losses) on terminations of interest
        rate swaps                                                        -                       -                       -                       -
        Total other non-recurring (gains) losses                          -                       -                       -                       -
        Distributable Earnings                               $        2,031          $        2,204          $        6,871          $       (5,521)
        


Distributable Earnings Return on Average Equity

Distributable Earnings Return on Average Equity is a non-GAAP measure and is defined as annual or annualized Distributable Earnings divided by average total stockholders' equity. We believe that the presentation of Distributable Earnings Return on Average Equity provides investors with a useful measure to facilitate comparisons of financial performance among our REIT peers, but has important limitations. Additionally, we believe Distributable Earnings Return on Average Equity provides investors with additional detail on the Distributable Earnings generated by our invested equity capital. We believe Distributable Earnings Return on Average Equity as described above helps evaluate our financial performance without the impact of certain transactions but is of limited usefulness as an analytical tool. Therefore, Distributable Earnings Return on Average Equity should not be viewed in isolation and is not a substitute for net income computed in accordance with GAAP. Our methodology for calculating Distributable Earnings Return on Average Equity may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our Distributable Earnings Return on Average Equity may not be comparable to similar measures presented by other REITs. Set forth below is our computation of Distributable Earnings Return on Average Equity for the three months and six months ended June 30, 2021 and 2020:







                                                            Three Months Ended                             Six Months Ended
                                                   June 30, 2021          June 30, 2020          June 30, 2021          June 30, 2020
                                                                                    ($ in thousands)
        Annualized Distributable Earnings         $       2,031          $       2,204          $       6,871          $      (5,521)
        Average total stockholders' equity        $     334,503          $     265,464          $     289,130          $     208,495
        Distributable Earnings Return on Average
        Equity                                             2.43  %                3.32  %                9.51  %              (10.59) %
        








        Book Value per Share
        The following table sets forth the calculation of our book value per share as of
        June 30, 2021 and December 31, 2020:
                                                          June 30, 2021                   December 31, 2020
                                                         (in thousands except for share and per share data)
        Total stockholders' equity                  $               496,781          $                248,309
        Preferred stock                                                (101)                             (101)
        Stockholder(s)' equity, net of preferred
        stock                                       $               496,680          $                248,208
        Number of shares outstanding at period end               25,502,997                        15,724,050
        Book value per share                        $                 19.48          $                  15.79
        


Results of Operations

Our results of operations presented herein for the three and six months ended June 30, 2021 and the comparable periods ended June 30, 2020 do not reflect the expenses typically associated with being a public company, including the payment of increased directors' fees for our independent directors and the expenses incurred in complying with the reporting and other requirements of the Exchange Act; the payment of a base management fee and an incentive fee to our Manager as a result of differences in the way fees and expense reimbursements are calculated under the management agreement as compared to the pre-IPO management agreement as described in our Registration Statement, full periods of equity compensation expenses, and increased legal and accounting fees. Additionally, pursuant to the management agreement, we will be required to reimburse our Manager for its operating expenses, including third�party expenses, incurred on our behalf; and our Manager will also be entitled to reimbursement for costs of the wages, salaries, and benefits incurred by our Manager for our dedicated Chief Financial Officer and Treasurer and a proportionate amount of the costs of the wages, salaries, and benefits of our Chief Executive Officer and President (who has dedicated a substantial majority of his business time to us upon the completion of our IPO) based on the amount of his business time spent on our matters, and any other dedicated or partially dedicated employees based on the percentage of each such person's working time spent on matters related to us.







        Three Months Ended June 30, 2021 and 2020
        The following table sets forth a summary of our results of operations for the
        three months ended June 30, 2021 and 2020:
                                                                    Three Months Ended        Three Months Ended
                                                                       June 30, 2021            June 30, 2020
                                                                                   (in thousands)
        INTEREST INCOME, NET
        Interest income                                             $         12,143          $        12,926
        Interest expense                                                       1,846                    3,711
        NET INTEREST INCOME                                                   10,297                    9,215
        REALIZED AND UNREALIZED GAINS (LOSSES), NET
        Net realized loss on derivative contracts, RMBS, CMBS, and
        mortgage loans                                                       (10,224)                  (2,847)
        Net unrealized gain (loss) on derivative contracts and
        mortgage loans                                                         4,813                   24,009
        TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET                     (5,411)                  21,162
        EXPENSES
        Operating and investment expenses                                        876                      725
        Operating expenses incurred with affiliate                               533                      345
        Securitization costs                                                       -                    2,094
        Management fee incurred with affiliate                                 1,250                      988
        Total operating expenses                                               2,659                    4,152
        NET INCOME                                                             2,227                   26,225
        Preferred dividends                                                       (4)                      (4)
        NET INCOME ALLOCABLE TO COMMON STOCKHOLDER(S)               $          2,223          $        26,221
        Other comprehensive income (loss)                                      3,085                     (944)
        TOTAL COMPREHENSIVE INCOME                                  $          5,308          $        25,277
        








        Net Interest Income
        The following table sets forth the components of net interest income for the
        three months ended June 30, 2021 and 2020:
                                                                                    Three
                                                                                    Months
                                                                                    Ended
                                                    Three Months Ended June 30,    June 30,
                                                               2021                  2020
                                                                (in thousands)
        Interest income                              Interest income / expense                Interest income / expense
        Residential mortgage loans                  $                  4,811                $                    6,404
        Commercial mortgage loans                                        227                                     1,009
        RMBS                                                           6,461                                     5,469
        CMBS                                                             639                                         -
        U.S. Treasury bills                                                4                                         5
        Other interest income                                              1                                        39
        Total interest income                                         12,143                                    12,926
        Interest expense
        Notes payable                                                  1,735                                     3,489
        Repurchase facilities                                            111                                       222
        Total interest expense                                         1,846                                     3,711
        Net interest income                         $                 10,297                $                    9,215
        


Net interest income for the three months ended June 30, 2021 and 2020 was $10.3 million and $9.2 million, respectively. Net interest income increased due to the additional average portfolio balance in the three months ended June 30, 2021 as compared to the same period in 2020, primarily due to the composition of the portfolio during June 30, 2021 having a lower average balance of loan and repurchase financing facilities, due to the timing of the use of those financing facilities, which decreased the interest expense associated with borrowings.







        Total Realized and Unrealized Gains (Losses)
        . . .
        


Aug 13, 2021

COMTEX_391501295/2041/2021-08-13T06:33:21

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