AG Mortgage Investment Trust(US:MITT)2021-02-23 02:56PART I. Business Overview Item 1. Business AG Mortgage Investment Trust, Inc. is an externally managed hybrid mortgage REIT investing in diversified credit and Agency RMBS portfolios, maintaining REIT tax status - The Company is a hybrid mortgage REIT, externally managed by AG REIT Management, LLC, operating to qualify as a REIT for U.S. federal income tax purposes and exempt from Investment Company Act registration151617 - The investment portfolio includes Credit Investments (Residential and Commercial) and Agency RMBS, with Residential Investments covering Non-Agency RMBS, Re/Non-Performing Loans, Non-QM Loans, and Land Related Financing181920212224 - The financing strategy utilizes leverage and derivatives for hedging, with financing counterparties reduced from 30 in 2019 to 5 in 2020, and $0.7 billion in debt outstanding due to COVID-1929303132 - To maintain REIT qualification and Investment Company Act exemption, the Company must distribute at least 90% of its ordinary taxable income annually and adhere to investment activity limits41424446 Item 1A. Risk Factors The Company faces significant risks from COVID-19, credit exposure, leverage, interest rates, external management, and complex regulatory compliance - The COVID-19 pandemic caused significant disruptions, leading to declines in asset values, increased margin calls, and illiquidity, forcing asset sales on unfavorable terms and anticipating increased delinquencies636465 - Significant credit risk arises from direct investments in residential real estate loans, including Non-QM Loans, which lack U.S. government guarantees and are exposed to legal and regulatory risks68697071 - The Company's business strategy relies on leverage, exposing it to risks such as margin calls, difficulty securing favorable financing terms, and counterparty credit risk, with the transition away from LIBOR also posing adverse effects121123124134135 - Dependence on its external Manager creates potential conflicts of interest, as the management agreement was not negotiated at arm's length and the management fee is based on stockholders' equity rather than performance, making termination costly141145146158161 - Maintaining REIT qualification is complex, requiring continuous satisfaction of asset, income, distribution, and ownership tests, with non-compliance leading to higher taxes, reduced distributions, and hedging limitations, alongside uncertainties in TBA tax treatment166170171175177180 Item 1B. Unresolved Staff Comments There are no unresolved staff comments to report Item 2. Properties As of December 31, 2020, the Company owned no material real estate or physical property - As of December 31, 2020, the Company did not own any real estate or other physical property materially important to its operations215 Item 3. Legal Proceedings The Company is not party to any litigation or legal proceedings expected to have a material adverse effect - As of the date of this report, the Company is not party to any litigation or legal proceedings, or to its knowledge, any threatened litigation or legal proceedings, which are believed to have a material adverse effect on its results of operations or financial condition216 Item 4. Mine Safety Disclosures This item is not applicable to the Company PART II. Financial Information Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common stock trades on NYSE; 2020 dividends decreased significantly, and a $20 million preferred repurchase program was approved Common Stock Market and Dividend Information | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Shares Outstanding (as of Feb 15, 2021) | 41,456,349 | N/A | | High Sale Price (Q1) | $16.70 | $18.49 | | Low Sale Price (Q2) | $1.46 | $15.25 | | Dividend Per Share | $0.03 | $1.90 | - The Board of Directors approved a Preferred Repurchase Program to acquire up to $20 million of the Company's Series A, B, and C Cumulative Redeemable Preferred Stock224 - As of December 31, 2020, 1,879,680 shares were available for future issuance under the Equity Incentive Plan224 Item 6. Selected Financial Data Selected financial data for 2020 reveals significant reductions in total assets and stockholders' equity, with a shift from net income to a substantial net loss for common stockholders Selected Balance Sheet Data (in thousands) | Metric | December 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Agency RMBS, at fair value | $518,352 | $2,315,439 | | Non-Agency RMBS, at fair value | $38,406 | $717,470 | | Residential mortgage loans, at fair value | $435,441 | $417,785 | | Total assets | $1,400,045 | $4,347,817 | | Financing arrangements | $564,047 | $3,233,468 | | Stockholders' equity | $409,705 | $849,046 | Selected Statement of Operations Data (in thousands, except per share data) | Metric | Year Ended December 31, 2020 | Year Ended December 31, 2019 | | :--- | :--- | :--- | | Total Net Interest Income | $37,580 | $81,552 | | Net realized gain/(loss) | $(256,522) | $(50,822) | | Unrealized gain/(loss) on real estate securities and loans, net | $(159,466) | $83,832 | | Net Income/(Loss) from Continuing Operations | $(421,585) | $97,338 | | Net Income/(Loss) Available to Common Stockholders | $(430,894) | $76,800 | | Total Earnings/(Loss) Per Common Share (Basic) | $(12.24) | $2.39 | | Dividends Declared Per Share of Common Stock | $0.03 | $1.90 | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company's 2020 financial performance was severely impacted by COVID-19, resulting in asset sales, reduced portfolio, substantial net losses, and strategic capital management - The COVID-19 pandemic caused extreme duress in financial markets, leading to significant declines in asset values and increased margin calls234 - The Company responded by reducing its GAAP investment portfolio from $4.0 billion to $1.2 billion and its financing arrangements from $3.2 billion to $564.0 million in 2020234235 Key Financial Performance Indicators (2020 vs 2019) | Metric | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Interest Income (in thousands) | $37,580 | $81,552 | $(43,972) | | Net Realized Gain/(Loss) (in thousands) | $(256,522) | $(50,822) | $(205,700) | | Unrealized Gain/(Loss) on Real Estate Securities and Loans, net (in thousands) | $(159,466) | $83,832 | $(243,298) | | Net Income/(Loss) Available to Common Stockholders (in thousands) | $(430,894) | $76,800 | $(507,694) | | Book Value Per Common Share | $4.13 | $17.61 | $(13.48) | | Economic Leverage Ratio | 1.5x | 4.1x | -2.6x | | Core Earnings (in thousands) | $22,036 | $54,893 | $(32,857) | - The Company suspended preferred and common stock dividends in March 2020 to conserve capital but paid all preferred stock dividends in arrears and a $0.03 per common share dividend for Q4 2020 in December 2020355356 - In 2020, the Company completed exchange offers, converting 1,405,574 shares of preferred stock into 5,095,934 shares of common stock and $8.0 million in cash, resulting in a net gain of $10.6 million272771772 - The Company issued 1,369,870 shares of common stock to its Manager in September 2020 to satisfy $4.3 million of deferred base management fees for Q1-Q3 2020375381382 COVID-19 Impact COVID-19 caused significant market disruption, leading to asset price declines, increased margin calls, and the Company's portfolio and financing reduction - Beginning in mid-March 2020, the COVID-19 pandemic led to extreme duress in financial and mortgage-related asset markets, causing credit spread widening, a sharp decrease in interest rates, and unprecedented illiquidity234 - In response, the Company reduced its GAAP investment portfolio from $4.0 billion to $1.2 billion and its financing arrangements from $3.2 billion to $564.0 million by December 31, 2020, through sales and financing counterparty seizures235 - The Company entered into three consecutive forbearance agreements with financing counterparties from March to June 2020, agreeing not to exercise rights or remedies related to defaults, and subsequently exited forbearance through reinstatement agreements234324325 Market Conditions After initial COVID-19 disruption, markets showed cautious Q4 2020 recovery, supported by Federal Reserve actions, with home prices increasing and credit spreads tightening - The U.S. Federal Reserve responded to COVID-19 by cutting the Fed Funds target rate by 150 basis points and committing to unlimited purchases of U.S. Treasuries and Agency RMBS, which helped stabilize broader market conditions by late Q2 2020238 - Home price indices showed an annual increase of around 9% for 2020, driven by limited supply and strong demand, with Credit Risk Transfer (CRT) mezzanine spreads tightening by 15 basis points and subordinate spreads by 100 basis points in Q4 2020241242 - CMBS market conditions varied, with industrial, office, and multifamily properties showing delinquencies around 1.2% to 2.9% at year-end 2020, while retail and hotels were more negatively affected, with delinquencies at 13% and 20% respectively245 Results of Operations for the Fiscal Year 2020 and 2019 2020 operating results were significantly impacted by COVID-19, leading to a substantial net loss, sharp decline in book value, and reduced net interest income Consolidated Statements of Operations Summary (in thousands) | Metric | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | Change (YoY) | | :--- | :--- | :--- | :--- | | Total Net Interest Income | $37,580 | $81,552 | $(43,972) | | Net realized gain/(loss) | $(256,522) | $(50,822) | $(205,700) | | Unrealized gain/(loss) on real estate securities and loans, net | $(159,466) | $83,832 | $(243,298) | | Net Income/(Loss) Available to Common Stockholders | $(430,894) | $76,800 | $(507,694) | | Basic EPS | $(12.24) | $2.39 | $(14.63) | | Diluted EPS | $(12.24) | $2.39 | $(14.63) | - Interest income decreased by $97.1 million and interest expense decreased by $53.2 million in 2020, primarily due to a significant reduction in the size of the investment portfolio and related financing as a result of the COVID-19 pandemic251253 - The Company recognized $10.6 million in net gain from Exchange Offers in 2020, related to the exchange of preferred stock for common stock and cash consideration272 Book Value Per Common Share | Metric | December 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Book Value Per Common Share (GAAP) | $4.13 | $17.61 | | Adjusted Book Value Per Common Share (Liquidation Preference) | $3.94 | $17.33 | Net Interest Margin and Leverage Ratio Net interest margin and leverage ratio significantly decreased in 2020, reflecting a strategic shift to credit investments and reduced portfolio size Net Interest Margin and Leverage Ratio | Metric | December 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Investment Portfolio Weighted Average Yield | 4.36 % | 4.82 % | | Investment Portfolio Cost of Funds | 2.09 % | 2.35 % | | Investment Portfolio Net Interest Margin | 2.27 % | 2.47 % | | Investment Portfolio Leverage Ratio (Economic Leverage) | 1.5x | 4.1x | | GAAP Investment Portfolio Leverage Ratio (GAAP Leverage) | 2.4x | 4.1x | - The Company's capital allocation shifted to 19.7% in Agency RMBS and 80.3% in credit investments as of December 31, 2020, compared to 34.8% and 42.4% respectively in 2019, impacting its weighted average yields, cost of funds, and leverage ratio279294 Core Earnings Core Earnings, a non-GAAP measure, decreased from $54.9 million in 2019 to $22.0 million in 2020, reflecting challenging market conditions Core Earnings (Non-GAAP) Reconciliation (in thousands, except per share data) | Metric | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :--- | :--- | :--- | | Net Income/(loss) available to common stockholders | $(430,894) | $76,800 | | Net realized (gain)/loss | $256,522 | $50,822 | | Unrealized (gain)/loss on real estate securities and loans, net | $159,466 | $(83,832) | | Core Earnings | $22,036 | $54,893 | | Core Earnings, per Diluted Share | $0.63 | $1.70 | - Core Earnings exclude unrealized/realized gains/losses on investments, transaction expenses, certain performance fees, changes in fair value of MSRs, deferred taxes, foreign currency gains/losses, discontinued operations income, and gains/losses from exchange offers, to provide a measure of core performance283 Investment Activities In 2020, the GAAP investment portfolio significantly reduced from $4.0 billion to $1.2 billion, shifting equity to credit investments, with COVID-19 impacting loan delinquencies - The GAAP investment portfolio decreased from $4.0 billion at December 31, 2019, to $1.2 billion at December 31, 2020, with equity capital allocation shifting to 19.7% Agency RMBS and 80.3% Credit Investments in 2020288 Investment Portfolio Fair Value and Leverage Ratio (in thousands) | Investment Type | Dec 31, 2020 Fair Value | Dec 31, 2019 Fair Value | Dec 31, 2020 % of Portfolio | Dec 31, 2019 % of Portfolio | Dec 31, 2020 Leverage Ratio | Dec 31, 2019 Leverage Ratio | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Agency RMBS | $521,843 | $2,333,626 | 37.4 % | 52.8 % | 6.1x | 7.1x | | Residential Investments | $691,478 | $1,493,869 | 49.5 % | 33.8 % | 0.2x | 2.7x | | Commercial Investments | $182,296 | $589,709 | 13.1 % | 13.4 % | 0.9x | 2.1x | | Total Investment Portfolio | $1,395,617 | $4,417,204 | 100.0 % | 100.0 % | 1.5x | 4.1x | Credit Portfolio Fair Value (in thousands) | Credit Portfolio Component | December 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Non-Agency RMBS | $128,131 | $835,325 | | CMBS | $56,788 | $431,023 | | Residential loans | $563,347 | $658,544 | | Commercial real estate loans | $125,508 | $158,686 | | Total Credit Investments | $873,774 | $2,083,578 | - For Re/Non-Performing Loans, 28% of the population requested COVID-19 assistance, with 48% reported as contractually current by year-end 2020, and a default rate for Q4 2020 of 4.8%311313 - For Non-QM Loans, 34% requested assistance, with 67% reported as current, and the default rate for Q4 2020 was 0.8%315316 Financing Activities The Company significantly reduced financing arrangements and counterparties in 2020 due to COVID-19, decreasing its Economic Leverage Ratio to 1.5x - The Company reduced its financing counterparties from 30 as of December 31, 2019, to 5 as of December 31, 2020, with debt outstanding of $0.7 billion, inclusive of financing arrangements through affiliated entities346 - In response to COVID-19, the Company entered into forbearance agreements and subsequently a Reinstatement Agreement in June 2020, which waived prior defaults and reinstated financing arrangements, subject to new financial covenants, including a Recourse Indebtedness to Stockholder's Equity leverage ratio limit of 3:1324325348 Leverage Ratios (in thousands) | Metric | December 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | GAAP Leverage | $979,303 | $3,441,451 | | GAAP Leverage Ratio | 2.4x | 4.1x | | Economic Leverage | $629,697 | $3,474,519 | | Economic Leverage Ratio | 1.5x | 4.1x | - As of December 31, 2020, BofA Securities, Inc., Credit Suisse AG, Cayman Islands Branch, and Barclays Capital Inc. each represented greater than 5% of the Company's stockholders' equity at risk350 Dividends The Company suspended dividends in March 2020 due to COVID-19, but later paid all preferred stock dividends and declared a $0.03 per common share dividend - On March 27, 2020, the Board of Directors approved a suspension of quarterly dividends on all series of preferred stock and common stock to conserve capital during COVID-19 market volatility355 - On December 17, 2020, the Company paid all preferred stock dividends in arrears and the full Q4 2020 dividends, subsequently declaring a common stock dividend of $0.03 per share for Q4 2020 on December 22, 2020356 Common Stock Dividends Declared Per Share | Year | Dividend Per Share | | :--- | :--- | | 2020 | $0.03 | | 2019 | $1.90 | Preferred Stock Cash Dividends Per Share | Series | 2020 Total | 2019 Total | | :--- | :--- | :--- | | 8.25% Series A | $2.06252 | $2.06252 | | 8.00% Series B | $2.00 | $2.00 | | 8.000% Series C | $2.00 | $0.50 | Liquidity and Capital Resources As of December 31, 2020, the Company had $54.2 million in liquidity, managing margin calls and capital structure through equity offerings and preferred stock exchanges - As of December 31, 2020, the Company had $54.2 million of liquidity, consisting of $47.9 million in cash and $6.3 million in unencumbered assets358 - In 2020, the Company sold 2.1 million shares of common stock under Equity Distribution Agreements for net proceeds of approximately $7.1 million367 - The Company completed exchange offers in 2020, issuing 5,095,934 shares of common stock and paying $8.0 million in cash for 1,405,574 shares of preferred stock371372373 - The Company issued 1,369,870 shares of common stock to its Manager in September 2020 to satisfy $4.3 million of deferred base management fees375 Contractual Obligations Primary contractual obligations include a 1.50% management fee to its Manager, who deferred fees in 2020, and outstanding commitments on commercial loans - The management fee payable to the Manager is 1.50% of Stockholders' Equity per annum, calculated and paid quarterly, with fees incurred totaling $7.2 million in 2020, down from $9.8 million in 2019377378 - The Manager agreed to defer management fee payments and expense reimbursements from Q1 2020 through Q3 2020, with a portion of the accrued base management fee ($4.3 million) paid in common stock in September 2020380381382 - The Company has a secured promissory note with the Manager for $10 million, accruing interest at 6.0% per annum, payable on March 31, 2021, after repaying another $10 million loan from the Manager in July 2020383 Outstanding Commitments (in thousands) | Commitment Type | Total Commitment | Funded Commitment | Remaining Commitment | | :--- | :--- | :--- | :--- | | Commercial loan G | $78,806 | $60,111 | $18,695 | | Commercial loan I | $26,000 | $15,929 | $10,071 | | Commercial loan K | $20,000 | $15,787 | $4,213 | | LOTS | $34,153 | $21,247 | $12,906 | | Total | $158,959 | $113,074 | $45,885 | Off-Balance Sheet Arrangements As of December 31, 2020, the Company had no TBA positions; off-balance sheet arrangements primarily involve equity method investments in affiliates like AG Arc and MATH - As of December 31, 2020, the Company had no TBA (to-be-announced) positions390 - Investments in debt and equity of affiliates, accounted for using the equity method, primarily consist of real estate securities, loans, and the Company's interest in AG Arc, with a fair value of $150.7 million as of December 31, 2020391 Investments in Debt and Equity of Affiliates (in thousands) | Affiliate | December 31, 2020 Equity | December 31, 2019 Equity | | :--- | :--- | :--- | | AG Arc, at fair value | $45,341 | $28,546 | | Non-QM Loans | $42,065 | $54,019 | | Land Related Financing | $22,824 | $16,979 | | Other | $36,352 | $45,060 | | Total Investments in debt and equity of affiliates | $150,667 | $156,311 | Certain Related Person Transactions Related person transactions, reviewed by the Audit Committee, include management fees to its Manager, asset management fees to Red Creek, and investment transactions with affiliates - The Company's Board of Directors has an 'Affiliated Transactions Policy' requiring approval by the Chief Risk Officer and Chief Compliance Officer of Angelo Gordon for transactions between the Company and entities managed by Angelo Gordon, which are reviewed quarterly by the Audit Committee405 - Fees paid to Red Creek Asset Management LLC (an affiliate) for asset management services on Re/Non-Performing Loans and Non-QM Loans totaled $2.7 million in 2020, up from $0.9 million in 2019396739 - The Company participated in multiple Non-QM Loan securitizations through MATT (an unconsolidated affiliate) in 2019 and 2020, retaining subordinate tranches, and sold its Ginnie Mae Excess MSR portfolio to Arc Home (an affiliate) for $18.9 million in August 2020407409412413415416742744748749751752 Critical Accounting Policies Critical accounting policies involve significant estimates for financial instrument valuation, real estate securities, loans, interest income, and financing, with ASU 2016-13 impacting yield recognition - The Company's critical accounting policies include Valuation of financial instruments, Accounting for real estate securities, Accounting for loans, Interest income recognition, and Financing arrangements419420 - The adoption of ASU 2016-13 on January 1, 2020, changed how credit losses are measured, eliminating other-than-temporary impairment (OTTI) accounting for debt securities and loans measured at fair value, and impacting the recognition of effective yield517583 - The preparation of consolidated financial statements requires management to make estimates and assumptions, which are inherently less certain due to the pervasive uncertainties of the COVID-19 pandemic418 Compliance with Investment Company Act and REIT Tests The Company continuously monitors and successfully maintained compliance with Investment Company Act and REIT qualification requirements for 2020 - The Company maintained compliance with the 40% test, the 55% test, and the 80% test of the Investment Company Act, ensuring its exempt status from regulation as an investment company423 - For the year ended December 31, 2020, the Company calculated that at least 75% of its assets were real estate assets, cash, and government securities, and a sufficient portion of its revenue qualified for the 75% and 95% gross income tests, thus qualifying as a REIT424 Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company faces significant market risks including interest rate, liquidity, prepayment, real estate value, credit, and basis risks, all heightened by COVID-19 - The Company's primary market risks include interest rates, liquidity, prepayment rates, real estate value, credit, and basis risk, all of which were particularly heightened due to the COVID-19 pandemic425 - Interest rate risk is managed by monitoring rates, structuring financing, and using derivatives, but a rising interest rate environment can increase borrowing costs, narrowing the net interest spread, and decrease the fair value of fixed-rate assets426427431 Interest Rate Sensitivity (Estimated % Change) | Change in Interest Rates (basis points) | Change in Fair Value as a Percentage of GAAP Equity | Change in Fair Value as a Percentage of Assets | Percentage Change in Projected Net Interest Income | | :--- | :--- | :--- | :--- | | +75 | -2.4 % | -0.7 % | 1.1 % | | +50 | -1.4 % | -0.4 % | 0.9 % | | +25 | -0.6 % | -0.2 % | 0.5 % | | -25 | 0.3 % | 0.1 % | -0.7 % | | -50 | 0.4 % | 0.1 % | -1.6 % | | -75 | 0.3 % | 0.1 % | -2.6 % | - Liquidity risk, primarily from financing long-maturity assets with shorter-term financings, is mitigated by maintaining prudent leverage, daily monitoring of liquidity, and holding cash and unpledged assets, though margin calls pose significant challenges439440442444 - Credit risk from borrower defaults and credit spread widening on Non-Agency assets is managed through pre-acquisition due diligence and non-recourse financing, with COVID-19 expected to increase delinquencies, defaults, and forbearance requests453454 Item 8. Financial Statements and Supplementary Data This section presents audited consolidated financial statements for 2020 and 2019, with an unqualified opinion from PricewaterhouseCoopers LLP, detailing accounting policies and COVID-19 impacts - PricewaterhouseCoopers LLP issued an unqualified opinion on the Company's consolidated financial statements as of December 31, 2020 and 2019, and on the effectiveness of its internal control over financial reporting as of December 31, 2020462463 - A critical audit matter identified was the fair value of investments in certain residential mortgage loans, commercial loans, and Non-QM loans, due to significant management judgment and the complexity of assumptions used in valuation470471 - The Notes to Consolidated Financial Statements provide extensive detail on the Company's accounting policies, including fair value measurements (Level 1, 2, 3 inputs), accounting for real estate securities and loans, interest income recognition, and financing arrangements, highlighting the impact of ASU 2016-13 and the COVID-19 pandemic509514524551555583 Consolidated Balance Sheet Highlights (in thousands) | Metric | December 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Total Assets | $1,400,045 | $4,347,817 | | Total Liabilities | $990,340 | $3,498,771 | | Total Stockholders' Equity | $409,705 | $849,046 | Consolidated Statements of Operations Highlights (in thousands) | Metric | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :--- | :--- | :--- | | Total Net Interest Income | $37,580 | $81,552 | | Total Other Income/(Loss) | $(424,070) | $39,104 | | Total Expenses | $33,466 | $30,962 | | Net Income/(Loss) | $(420,919) | $92,922 | | Net Income/(Loss) Available to Common Stockholders | $(430,894) | $76,800 | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2020 - The Company's disclosure controls and procedures were effective as of December 31, 2020, ensuring timely and accurate reporting of required information799 - Management concluded that the Company's internal control over financial reporting was effective as of December 31, 2020, based on the COSO framework801 - There have been no changes in the Company's internal control over financial reporting that materially affected or are reasonably likely to materially affect it during the last fiscal quarter803 Item 9B. Other Information On February 17, 2021, the Board approved a Second Amended and Restated Code of Business Conduct and Ethics, updating guidance on insider trading and conflicts of interest - On February 17, 2021, the Board of Directors approved a Second Amended and Restated Code of Business Conduct and Ethics, which includes additional guidance on insider trading, conflicts of interest, discrimination, harassment, disclosure policy, and reporting illegal/unethical behavior804 PART III. Corporate Governance and Executive Compensation Item 10. Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the definitive proxy statement Item 11. Executive Compensation Executive compensation information is incorporated by reference from the definitive proxy statement Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information for beneficial owners and management is incorporated by reference from the definitive proxy statement Item 13. Certain Relationships and Related Transactions, and Director Independence Details on certain relationships, related transactions, and director independence are incorporated by reference from the definitive proxy statement Item 14. Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the definitive proxy statement PART IV. Exhibits and Signatures Item 15. Exhibits and Financial Statement Schedules This section lists all exhibits filed as part of the 10-K report; financial statement schedules are omitted as information is in the consolidated financial statements - All consolidated financial statement schedules are omitted because they are either inapplicable or not deemed material, or the required information is provided in the Financial Statements and Notes thereto814 - The exhibits include key corporate documents such as Articles of Amendment and Restatement, Bylaws, Articles Supplementary for preferred stock, and various agreements including the Management Agreement and Equity Distribution Agreements815816 Item 16. Form 10-K Summary The Company has not provided a summary for its Form 10-K Signatures The report was signed on February 22, 2021, by the Chief Executive Officer, Chief Financial Officer, and other directors - The report was signed on February 22, 2021, by David N. Roberts (Chief Executive Officer) and Anthony W. Rossiello (Chief Financial Officer), along with other directors823824