What the changes say
- MSR financing receivables now dominate new disclosure, including servicer, leverage, funding, legal-title and valuation risks.
- HomeXpress adds mortgage-origination, loan-sale and secondary-market risks tied to housing conditions and gain-on-sale revenue.
- Interest-rate risks now expressly include liquidity, asset-sale and book-value effects, alongside expanded hedging discussion.
What changed since the prior 10-K
New
- NewRisks Related to Financing
Interest rate fluctuations, including as a result of the Federal Reserve's monetary policy, may have various negative effects on us and may reduce the market value of our investments and negatively affect our book value, earnings and cash available for distribution, as well as increasing volatility
Interest-rate changes can reduce asset values, earnings, liquidity and prepayments while increasing financing costs and hindering securitizations or asset sales.
- NewRisks Related to Financing
We may seek to hedge a majority of, but not all interest rate risks. Our hedging may not work effectively or be successful at all, and we may change our hedging strategies or the degree or type of interest rate risk we assume
Incomplete or ineffective hedging and yield-curve timing mismatches could compress net interest spreads, damage book value and increase interest-rate exposure.
- NewRisks Related to Financing
Our interests in MSR financing receivables expose us to risk of loss if the related master servicer is unable to satisfy its obligations to the GSEs and/or to us
A master servicer’s failure to meet obligations to the GSEs or Chimera could cause losses on MSR financing receivables.
- NewRisks Related to Financing
receivables, which could materially adversely affect our business, financial condition and results of operations, and our ability to pay dividends to our stockholders
Servicer regulatory violations, lawsuits, billing or foreclosure problems, and subservicer misconduct could impair the underlying MSR financing receivables.
- NewRisks Related to Financing
Our interests in MSR financing receivables may expose us to additional financing-related risks, and we may be reliant on acknowledgement agreements with the GSEs and a master servicer's cooperation with its financing sources and its compliance with covenants in its MSR financing facility
Margin calls, covenant breaches or defaults in a master servicer’s MSR financing facility could require Chimera to provide funds or assets.
- NewRisks Related to Financing
We may have to fund amounts equal to the servicing advances due under our interests in MSR financing receivables, which could adversely impact our business, financial condition and results of operations, and our ability to pay dividends to our stockholders
Chimera may have to fund servicing advances for unpaid loan amounts, taxes, insurance and legal expenses, with only unsecured reimbursement rights.
- NewRisks Related to Financing
Our interests in MSR financing receivables may involve complex or novel structures
Complex MSR structures and changing GSE requirements could impose costly capital conditions or force sales at unfavorable times.
- NewRisks Related to Financing
We do not have legal title to the underlying MSRs
Chimera lacks legal title, security interests and buyer’s rights in the underlying MSRs, leaving its payments vulnerable to counterparty bankruptcy.
- NewRisks Related to Financing
The value of our MSR investments may vary substantially with changes in interest rates
MSR values can change substantially with interest rates through prepayment speeds, discount rates, escrow float income and other valuation assumptions.
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
We may fail to realize the expected benefits of the HomeXpress Acquisition
Failure to integrate HomeXpress could prevent expected synergies, divert management and create employee, cultural and consumer-lending regulatory challenges.
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
Our loan origination and acquisition volume and ability to sell loans are highly dependent on macroeconomic and U.S. residential real estate market conditions which are outside of our control, and which may impact our ability to originate or acquire quality and profitable loans at an appropriate and consistent cost
Macroeconomic and U.S. housing conditions could reduce HomeXpress’s mortgage volume, loan quality, profitability or ability to originate at consistent costs.
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
A disruption in the secondary home loan market, our ability to sell the loans that we originate or acquire, or loan compliance issues could have a negative effect on our business
Weak secondary-market demand, loan-sale disruptions or compliance problems could reduce HomeXpress’s gain-on-sale revenue and materially harm results.
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
Our subsidiary, HomeXpress, relies on warehouse facilities, structured as repurchase agreements, to finance its loan originations and acquisitions. These facilities are short-term and subject us to various risks different from other types of credit facilities
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
Our business is dependent on our ability to maintain and expand our relationships with our clients, the independent mortgage brokers and bankers
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
Our mortgage loans are primarily initiated by third parties, which exposes us to business, competitive and underwriting risks
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
The conduct of the independent mortgage brokers and bankers through whom we originate mortgage loans could subject us to fines or other penalties
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
The mortgage lending industry can be very cyclical, with loan origination volumes varying materially based on macroeconomic conditions. If we are unable to effectively manage our team members during periods of volatility, it could adversely affect our current business operations and our growth
- NewRisks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
We operate in a heavily regulated industry, and our mortgage loan origination activities as a result of our acquisition of HomeXpress, exposes us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations, including federal and state consumer lending regulations
- NewRisks Related to Our Investment Management and Advisory Services
Our asset management and advisory services business has significant client concentration, with a limited number of clients accounting for a significant portion of fees. Failure to attract, grow, and retain a diverse and balanced client base could adversely affect our asset management and advisory services business
- NewRisks Related to Hedging
The development, proliferation, and use of artificial intelligence could give rise to legal and/or regulatory action, damage our reputation or otherwise materially impact our business, financial condition, and liquidity
- NewRisks Related to Regulatory Matters, Accounting, and Our 1940 Act Exemption
legal requirements, including changes in their interpretation and enforcement by lawmakers and regulators, could materially and adversely affect our business and our financial condition, liquidity, and results of operations
- NewRisks Related to Regulatory Matters, Accounting, and Our 1940 Act Exemption
relying on the exclusion from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act
- NewRisks Related to Regulatory Matters, Accounting, and Our 1940 Act Exemption
The failure of excess MSRs held by us to qualify as real estate assets, or the failure of the income from excess MSRs to qualify as interest from mortgages, could adversely affect our ability to qualify as a REIT
Dropped
- DroppedRisks Related to Financing
Interest rate fluctuations, including as a result of the Federal Reserve's monetary policy, may have various negative effects on us and may lead to reduced earnings and increased volatility in our earnings
- DroppedRisks Related to Financing
Changes in the yield curve may cause differences in timing between interest rate adjustments on our interest-earning assets and our borrowings, adversely affecting our net interest spread
- DroppedRisks Related to Financing
Significant changes in interest rates, particularly increases in long-term rates, may reduce the market value of our investments and negatively affect our book value, earnings and cash available for distribution
- DroppedRisks Related to Financing
and could result in rescission of the affected residential mortgage loans, which could adversely impact our business and financial results
- DroppedRisks Related to Financing
via the Palisades Acquisition. See “Risks Related to Our Recent Acquisition and Investment Management and Advisory Services” for further discussion
- DroppedRisks Related to Financing
Our calculations of the fair value of the assets we own or consolidate are based upon assumptions that are inherently subjective and involve a high degree of management judgment, and such assumptions may be more difficult to calculate during times of severe market disruption in the mortgage, housing or related sectors
- DroppedRisks Related to Our Recent Acquisition and Investment Management and Advisory Services
We may be unable to successfully integrate and realize the anticipated benefits of the Palisades Acquisition, which may adversely affect our operations
- DroppedRisks Related to Hedging
investments in RMBS, may adversely affect the value of, and returns on, such investments. The foregoing matters may cause our business, financial condition, results of operations and ability to pay dividends to be adversely affected
General interest-rate effects on earnings and earnings volatility.
- DroppedRisks Related to Regulatory Matters, Accounting, and Our 1940 Act Exemption
effect of these factors will be to lower our net interest income. If we fail to qualify for exemption from registration as an investment company, our ability to use leverage would be substantially reduced, and we would not be able to conduct our business as described
Yield-curve timing mismatches affecting net interest spread.
- DroppedRisks Related to Our Organization and Structure
approved by our Board of Directors (including a majority of our directors who are not affiliates or associates of such person)
Long-term rate increases reducing MBS and residential-loan values.
Reworded
- 76% rewrittenRisks Related to Regulatory Matters, Accounting, and Our 1940 Act Exemption
Certain of our subsidiaries may rely on Section 3(c)(7) for their 1940 Act exemption and, therefore, our interest in each of these subsidiaries would constitute an “investment security” for purposes of determining whether we pass the 40% test
The heading now references Section 3(c)(7) and an investment-security 40% test, while the displayed discussion retains Section 3(c)(5)(C) requirements.
- 69% rewrittenRisks Related to Financing
The impact of inflation and related monetary policy efforts may adversely affect our financial performance
The discussion broadens from elevated mortgage rates and housing demand to Federal Reserve policy generally, and adds credit risk in loans, RMBS and MSRs.
- 62% rewrittenRisks Related to Regulatory Matters, Accounting, and Our 1940 Act Exemption
U.S. Federal Income Tax Risks and Risk Related to Our REIT Status
The REIT-risk summary removes the specific risk involving TRS ownership limits and a possible 100% excise tax.
- 57% rewrittenRisks Related to Financing
We assume credit risk primarily through the ownership of MSRs and securities backed by residential, multi-family, and commercial real estate loans and through direct investments in residential real estate loans. The substantial majority of our investment assets are subject to various credit risks, as discussed below
The portfolio now expressly includes jumbo prime loans, and the no-guarantee discussion covers Non-Agency RMBS and GSE guarantees.
Was: We assume credit risk primarily through the ownership of securities backed by residential, multi-family, and commercial real estate loans and through direct investments in residential real estate loans. The substantial majority of our investment assets are subject to various credit risks, as discussed below
- 56% rewrittenRisks Related to Hedging
Risks Associated with Our Operations
The competition risk now includes growing investment management and advisory services, while the summary removes key-employee and third-party-model risks.
- 53% rewrittenRisks Related to Financing
Risks Associated with Our Investments
Interest-rate and yield-curve risks are combined with an explicit book-value impact, while subordinated Non-Agency RMBS and risk-retention risks are added.
- 53% rewrittenRisks Related to Hedging
We utilize third-party analytical models and data to value our investments, and any incorrect, misleading or incomplete information used in connection therewith would subject us to potential risks
No substantive change is shown; the risk still concerns incorrect or incomplete third-party models, data and valuations.
- 51% rewrittenRisks Related to Financing
Changes in prepayment rates could negatively affect the value of our investment portfolio, which could result in reduced earnings, losses, book value impairments and/or negatively affect the cash available for distribution to our stockholders
The prepayment discussion now specifies consumer borrowers and explains that Agency guarantees make underlying-loan defaults resemble prepayments.
Was: Changes in prepayment rates could negatively affect the value of our investment portfolio, which could result in reduced earnings or losses and negatively affect the cash available for distribution to our stockholders
- 49% rewrittenRisks Related to Regulatory Matters, Accounting, and Our 1940 Act Exemption
Loss of our 1940 Act exemption would adversely affect us and negatively affect the market price of shares of our capital stock and our ability to distribute dividends
- 48% rewrittenRisks Related to Hedging
Hedging interest rate exposure may not be successful in mitigating the risks associated with interest rates and may reduce our cash available for distribution to our stockholders and adversely affect our financial condition and result of operations
Was: Hedging against interest rate exposure may not be successful in mitigating the risks associated with interest rates and may reduce our cash available for distribution to our stockholders and adversely affect our financial condition and result of operations
- 43% rewrittenRisks Related to Financing
Changes in the fair values of our assets, liabilities, and derivatives can have various negative effects on us, including reduced earnings, less liquidity, increased earnings volatility, and variability in our book value
Was: Changes in the fair values of our assets, liabilities, and derivatives can have various negative effects on us, including reduced earnings, less liquidity, increased earnings volatility, and volatility in our book value
- 42% rewrittenRisks Related to Our Organization and Structure
Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit stockholders’ recourse in the event of actions not in their best interests
- 42% rewrittenRisks Related to Financing
Any deterioration or uncertainty in broader U.S. and global economic conditions could materially adversely affect our business and financial condition
- 35% rewrittenRisks Related to Our Organization and Structure
Certain provisions of Maryland Law, of our charter, and of our bylaws contain provisions that may inhibit potential acquisition bids that stockholders may consider favorable, and the market price of our capital stock may be lower as a result
- 23% rewrittenRisks Related to Hedging
The characteristics of hedging instruments present various concerns, including illiquidity, enforceability, and counterparty risks, which could adversely affect our business and results of operations
All 77 risk factors
Headings as the filing states them, in filing order.
Risks Related to Financing
- 01Risks Associated with Our Investments53% rewritten
- 04Our inability to access funding, our cost of funding or the terms on which such funding is available could have a material adverse effect on our financial condition, liquidity or profitability, particularly during times of severe market disruption in the financial, mortgage, housing or related sectors
- 05An increase in our borrowing costs relative to the interest income we receive on our assets may materially adversely affect our profitability
- 06Our business strategy involves the use of leverage. We may not achieve what we believe to be optimal levels of leverage or we may become overleveraged, which may materially adversely affect our liquidity, results of operations, profitability or financial condition
- 07We may have difficulty accessing or be unable to access capital markets
- 08Interest rate fluctuations, including as a result of the Federal Reserve's monetary policy, may have various negative effects on us and may reduce the market value of our investments and negatively affect our book value, earnings and cash available for distribution, as well as increasing volatilityNew
- 09We may seek to hedge a majority of, but not all interest rate risks. Our hedging may not work effectively or be successful at all, and we may change our hedging strategies or the degree or type of interest rate risk we assumeNew
- 10The impact of inflation and related monetary policy efforts may adversely affect our financial performance69% rewritten
- 11We assume credit risk primarily through the ownership of MSRs and securities backed by residential, multi-family, and commercial real estate loans and through direct investments in residential real estate loans. The substantial majority of our investment assets are subject to various credit risks, as discussed below57% rewritten
- 12A significant portion of our investments are in Non-Agency RMBS that are the most subordinate securities in securitizations, making us the first-loss security holder, which means these securities are subject to significant credit risk, are illiquid, and are difficult to value
- 13Our interests in MSR financing receivables expose us to risk of loss if the related master servicer is unable to satisfy its obligations to the GSEs and/or to usNew
- 14receivables, which could materially adversely affect our business, financial condition and results of operations, and our ability to pay dividends to our stockholdersNew
- 15Our interests in MSR financing receivables may expose us to additional financing-related risks, and we may be reliant on acknowledgement agreements with the GSEs and a master servicer's cooperation with its financing sources and its compliance with covenants in its MSR financing facilityNew
- 16We may have to fund amounts equal to the servicing advances due under our interests in MSR financing receivables, which could adversely impact our business, financial condition and results of operations, and our ability to pay dividends to our stockholdersNew
- 17Our interests in MSR financing receivables may involve complex or novel structuresNew
- 18We do not have legal title to the underlying MSRsNew
- 19The value of our MSR investments may vary substantially with changes in interest ratesNew
- 20Changes in prepayment rates could negatively affect the value of our investment portfolio, which could result in reduced earnings, losses, book value impairments and/or negatively affect the cash available for distribution to our stockholders51% rewritten
- 21Changes in the fair values of our assets, liabilities, and derivatives can have various negative effects on us, including reduced earnings, less liquidity, increased earnings volatility, and variability in our book value43% rewritten
- 22Any deterioration or uncertainty in broader U.S. and global economic conditions could materially adversely affect our business and financial condition42% rewritten
Risks Related to Hedging
- 02Risks Associated with Our Operations56% rewritten
- 36Hedging interest rate exposure may not be successful in mitigating the risks associated with interest rates and may reduce our cash available for distribution to our stockholders and adversely affect our financial condition and result of operations48% rewritten
- 37We may enter into hedging instruments that could expose us to contingent liabilities in the future, which could materially adversely affect our results of operations
- 38The characteristics of hedging instruments present various concerns, including illiquidity, enforceability, and counterparty risks, which could adversely affect our business and results of operations23% rewritten
- 39Through certain of our wholly owned subsidiaries, we have engaged in the past, and expect to continue to engage in, securitization transactions relating to residential mortgage loans. These types of transactions and investments expose us to potentially material risks
- 40Our ability to profitably execute or participate in future securitization transactions depends, in part, on our ability to compete with other purchasers of residential mortgage loans and the cost and availability of short-term debt, which may be negatively impacted by adverse market conditions beyond our control
- 41Competition may affect our ability to source our target assets at attractive prices and grow our investment management and advisory services, which may have a material adverse effect on our business, financial condition and results of operations
- 42We rely on third parties to perform certain services particularly as it relates to loan servicing, comply with applicable laws and regulations, and carry out contractual covenants and terms, the failure of which by any of these third parties may adversely impact our business and financial results
- 43The expanding body of federal, state and local regulations and the investigations of servicers may increase their cost of compliance and the risks of noncompliance and may adversely affect their ability to perform their servicing obligations
- 44We utilize third-party analytical models and data to value our investments, and any incorrect, misleading or incomplete information used in connection therewith would subject us to potential risks53% rewritten
- 45The development, proliferation, and use of artificial intelligence could give rise to legal and/or regulatory action, damage our reputation or otherwise materially impact our business, financial condition, and liquidityNew
- 46Our executive officers and other key personnel are critical to our success and the loss of any executive officer or key employee may materially adversely affect our business
Risks Related to Regulatory Matters, Accounting, and Our 1940 Act Exemption
- 03U.S. Federal Income Tax Risks and Risk Related to Our REIT Status62% rewritten
- 47legal requirements, including changes in their interpretation and enforcement by lawmakers and regulators, could materially and adversely affect our business and our financial condition, liquidity, and results of operationsNew
- 48We may be required to obtain various state licenses to purchase mortgage loans in the secondary market and there is no assurance we will be able to obtain or maintain those licenses
- 49Our GAAP financial results may not be an accurate indicator of taxable income and dividend distributions
- 50Changes in accounting rules could occur at any time and could impact us in significantly negative ways that we are unable to predict or protect against
- 51Loss of our 1940 Act exemption would adversely affect us and negatively affect the market price of shares of our capital stock and our ability to distribute dividends49% rewritten
- 52relying on the exclusion from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the 1940 ActNew
- 53Certain of our subsidiaries may rely on Section 3(c)(7) for their 1940 Act exemption and, therefore, our interest in each of these subsidiaries would constitute an “investment security” for purposes of determining whether we pass the 40% test76% rewritten
- 54Complying with REIT requirements may cause us to forego otherwise attractive opportunities or to liquidate otherwise attractive investments
- 55Complying with REIT requirements may limit our ability to hedge effectively
- 56We may invest in TBAs, which have some uncertainty in their treatment under the REIT asset and income tests
- 57Failure to qualify as a REIT would subject us to U.S. federal income tax, which would reduce the cash available for distribution to our stockholders
- 58The ability of our Board of Directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders
- 59Distributions may be treated as unrelated business taxable income to tax-exempt investors
- 60Classification of our securitizations or financing arrangements as a taxable mortgage pool could subject us or certain of our stockholders to increased taxation
- 61Failure to make required distributions would subject us to tax, which would reduce the cash available for distribution to our stockholders
- 62We intend to distribute all of our REIT taxable income to our stockholders so as to satisfy the 90% distribution requirement and to avoid both corporate income tax and the 4% nondeductible excise tax
- 63Our 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
- 64The 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
- 65The interest apportionment rules may affect our ability to comply with the REIT asset and gross income tests
- 66Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow
- 67The failure of excess MSRs held by us to qualify as real estate assets, or the failure of the income from excess MSRs to qualify as interest from mortgages, could adversely affect our ability to qualify as a REITNew
- 68We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our capital stock and our business in general
Risks Related to Our Recent Acquisition and Loan Origination and Acquisition Business
- 23We may fail to realize the expected benefits of the HomeXpress AcquisitionNew
- 24Our loan origination and acquisition volume and ability to sell loans are highly dependent on macroeconomic and U.S. residential real estate market conditions which are outside of our control, and which may impact our ability to originate or acquire quality and profitable loans at an appropriate and consistent costNew
- 25A disruption in the secondary home loan market, our ability to sell the loans that we originate or acquire, or loan compliance issues could have a negative effect on our businessNew
- 26Our subsidiary, HomeXpress, relies on warehouse facilities, structured as repurchase agreements, to finance its loan originations and acquisitions. These facilities are short-term and subject us to various risks different from other types of credit facilitiesNew
- 27Our business is dependent on our ability to maintain and expand our relationships with our clients, the independent mortgage brokers and bankersNew
- 28Our mortgage loans are primarily initiated by third parties, which exposes us to business, competitive and underwriting risksNew
- 29The conduct of the independent mortgage brokers and bankers through whom we originate mortgage loans could subject us to fines or other penaltiesNew
- 30The mortgage lending industry can be very cyclical, with loan origination volumes varying materially based on macroeconomic conditions. If we are unable to effectively manage our team members during periods of volatility, it could adversely affect our current business operations and our growthNew
- 31We operate in a heavily regulated industry, and our mortgage loan origination activities as a result of our acquisition of HomeXpress, exposes us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations, including federal and state consumer lending regulationsNew
Risks Related to Our Investment Management and Advisory Services
- 32Our investment management and advisory services involve certain risks, which could adversely affect our business, financial condition and results of operations
- 33Our failure to appropriately manage or address conflicts of interest could damage our reputation and adversely affect our business, financial condition and results of operations
- 34Two of our subsidiaries are currently required to be registered as an investment adviser or a relying adviser, subjecting us to extensive regulation and examination by the SEC that could adversely affect our ability to manage our business
- 35Our asset management and advisory services business has significant client concentration, with a limited number of clients accounting for a significant portion of fees. Failure to attract, grow, and retain a diverse and balanced client base could adversely affect our asset management and advisory services businessNew
Risks Related to Our Organization and Structure
- 69Certain provisions of Maryland Law, of our charter, and of our bylaws contain provisions that may inhibit potential acquisition bids that stockholders may consider favorable, and the market price of our capital stock may be lower as a result35% rewritten
- 70Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit stockholders’ recourse in the event of actions not in their best interests42% rewritten
Risks Related to Our Securities
- 71The market price and trading volume of shares of our capital stock may be volatile
- 72We may not be able to pay dividends or other distributions on our capital stock
- 73Interests of holders of our securities are structurally subordinated to the liabilities and obligations of our subsidiaries and may also be adversely affected by future offerings of securities
- 74Changes in the amount of dividend distributions we pay or in the tax characterization of dividend distributions we pay may adversely affect the market price of our common stock or may result in holders of our common stock being taxed on dividend distributions at a higher rate than initially expected
- 75Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends
- 76We cannot guarantee that any share repurchase program will be fully consummated or will enhance long-term stockholder value, and share repurchases could increase the volatility of our stock prices and could diminish our cash reserves
- 77Holders of our preferred stock have limited voting rights
Other Chimera Investment 10-Ks
- FY2024 10-K risk factors64 risks
Chimera's risk profile is dominated by interest rate fluctuations and monetary policy impacts on borrowing costs and portfolio valuation. Securitization activities, leverage utilization, credit risks in non-agency and non-performing residential mortgage assets, and REIT tax compliance drive operational exposure.
Filed Feb 19, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.