UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2014

OR

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

For the transition period fromto

JAVELIN MORTGAGE INVESTMENT CORP.

(Exact name of registrant as specified in its charter) 

Maryland	001-35673	45-5517523
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3001 Ocean Drive, Suite 201, Vero Beach, FL  32963

(Address of principal executive offices)(zip code)

(772) 617-4340

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  YES x    NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x    NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o Accelerated filer  x Non-accelerated filer  o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o NO x

The number of outstanding shares of the Registrant’s common stock as of May 5, 2014 was 11,995,983. 

JAVELIN MORTGAGE INVESTMENT CORP.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54
Item 4.	Controls and Procedures	53
PART II. OTHER INFORMATION		53
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	54

2

JAVELIN MORTGAGE INVESTMENT CORP.

CONDENSED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

	March 31, 2014			December 31, 2013
Assets
Cash	$	32,544		$	41,524
Cash collateral posted	1,851			648
Agency Securities, available for sale, at fair value (including pledged securities of $869,347 and $770,172)	1,187,467			801,777
Non-Agency Securities, trading, at fair value (including pledged securities of $142,409 and $143,080)	142,409			143,399
Linked Transactions, net, at fair value (including pledged securities of $142,166 and $140,945)	20,069			16,322
Receivable for unsettled sales (including pledged securities of $355,112 in 2014)	358,456			—
Derivatives, at fair value	38,511			59,703
Accrued interest receivable	3,570			2,336
Prepaid and other assets	573			623
Total Assets	$	1,785,450		$	1,066,332
Liabilities and Stockholders’ Equity
Liabilities:
Repurchase agreements	$	1,275,793		$	839,405
Cash collateral held	35,294			53,314
Payable for unsettled purchases	312,447			—
Accrued interest payable	678			611
Accounts payable and other accrued expenses	685			1,722
Total Liabilities	$	1,624,897		$	895,052
Commitments and Contingencies (Note 10)
Stockholders’ Equity:
Preferred stock, $0.001 par value, 25,000 shares authorized, none issued and outstanding at March 31, 2014 and December 31, 2013	—			—
Common stock, $0.001 par value, 250,000 shares authorized, 11,996 and 11,993 shares issued and outstanding at March 31, 2014 and December 31, 2013	12			12
Additional paid-in capital	243,996			243,951
Accumulated deficit	(76,800		)	(69,540		)
Accumulated other comprehensive loss	(6,655		)	(3,143		)
Total Stockholders’ Equity	$	160,553		$	171,280
Total Liabilities and Stockholders’ Equity	$	1,785,450		$	1,066,332

See notes to condensed financial statements.

3

JAVELIN MORTGAGE INVESTMENT CORP.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	For the Quarters Ended
	March 31, 2014			March 31, 2013
Interest Income:
Agency Securities, net of amortization of premium	$	8,445		$	7,144
Non-Agency Securities, including discount accretion	2,308			1,860
Total Interest Income	$	10,753		$	9,004
Interest expense	(1,448		)	(1,727		)
Net interest income	$	9,305		$	7,277
Other Income (Loss):
Realized gain on sale of Agency Securities (reclassified from Other comprehensive loss)	8,810			—
Gain on Non-Agency Securities	833			2,210
Unrealized net gain and net interest income from Linked Transactions	4,427			—
Subtotal	$	14,070		$	2,210
Realized loss on derivatives (1)	(3,106		)	(950		)
Unrealized gain (loss) on derivatives	(20,029		)	3,444
Subtotal	$	(23,135	)	$	2,494
Total Other Income (Loss)	$	(9,065	)	$	4,704
Expenses:
Management fee	912			563
Professional fees	742			194
Insurance	110			56
Board compensation	125			84
Other	214			106
Total expenses	$	2,103		$	1,003
Net income (loss) before taxes	(1,863		)	10,978
Income tax expense	—			(2		)
Net Income (Loss)	$	(1,863	)	$	10,976
Net Income (Loss) per common share:	$	(0.16	)	$	1.46
Weighted average common shares outstanding	11,993			7,500
Dividends
Common stock dividends declared	$	5,397		$	5,175
Common stock dividends declared per share	$	0.45		$	0.69
Common shares of record-end of period	11,996			7,500

(1) Interest expense related to our interest rate swap contracts is recorded in realized loss on derivatives on the condensed statements of operations. For additional information, see Note 9 to the condensed financial statements. 

See notes to condensed financial statements.

4

JAVELIN MORTGAGE INVESTMENT CORP.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)

	For the Quarters Ended
	March 31, 2014			March 31, 2013
Net Income (Loss)	$	(1,863	)	$	10,976
Other comprehensive loss:
Reclassification adjustment for realized gain on sale of Agency Securities	(8,810		)	—
Net unrealized gain (loss) on available for sale Agency Securities	5,298			(15,840		)
Other comprehensive loss	$	(3,512	)	$	(15,840	)
Comprehensive Loss	$	(5,375	)	$	(4,864	)

See notes to condensed financial statements.

5

JAVELIN MORTGAGE INVESTMENT CORP.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

	Shares	Par Amount		Additional Paid in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance, January 1, 2014	11,993	$	12	$	243,951	$	(69,540	)	$	(3,143	)	$	171,280
Common stock dividends declared	—	—		—		(5,397		)	—			(5,397		)
Stock based compensation, net of withholding requirements	3	—		45		—			—			45
Net loss	—	—		—		(1,863		)	—			(1,863		)
Other comprehensive loss	—	—		—		—			(3,512		)	(3,512		)
Balance, March 31, 2014	11,996	$	12	$	243,996	$	(76,800	)	$	(6,655	)	$	160,553

See notes to condensed financial statements.

6

JAVELIN MORTGAGE INVESTMENT CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	For the Quarters Ended
	March 31, 2014			March 31, 2013
Cash Flows From Operating Activities:
Net income (loss)	$	(1,863	)	$	10,976
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net amortization of premium on Agency Securities	180			1,049
Net change in discount on Non-Agency Securities	(328		)	286
Realized gain on sale of Agency Securities	(8,810		)	—
Gain on Non-Agency Securities	(833		)	(2,210		)
Unrealized net loss and net interest income from Linked Transactions	(4,427		)	—
Stock based compensation	45			—
Changes in operating assets and liabilities:
(Increase) decrease in accrued interest receivable	(1,001		)	46
(Increase) decrease in prepaid and other assets	50			(153		)
(Increase) decrease in derivatives, at fair value	21,192			(2,494		)
Increase (decrease) in accrued interest payable	67			(108		)
Increase (decrease) in accounts payable and other accrued expenses	(1,037		)	27
Net cash provided by operating activities	$	3,235		$	7,419
Cash Flows From Investing Activities:
Purchases of Agency Securities	(826,539		)	—
Purchases of Non-Agency Securities	(1,250		)	(9,757		)
Cash receipts on Linked Transactions	681			—
Principal repayments of Agency Securities	14,534			17,188
Principal repayments of Non-Agency Securities	3,400			4,875
Proceeds from sales of Agency Securities	385,191			—
(Increase) decrease in cash collateral	(19,223		)	4,082
Net cash provided by (used in) investing activities	$	(443,206	)	$	16,388
Cash Flows From Financing Activities:
Proceeds from repurchase agreements	2,150,972			1,609,523
Principal repayments on repurchase agreements	(1,714,584		)	(1,636,411		)
Common stock dividends paid	(5,397		)	(5,175		)
Net cash provided by (used in) financing activities	$	430,991		$	(32,063	)
Net decrease in cash	(8,980		)	(8,256		)
Cash - beginning of period	41,524			36,316
Cash - end of period	$	32,544		$	28,060
Supplemental Disclosure:
Cash paid during the period for interest	$	6,361		$	1,808
Non-Cash Investing and Financing Activities:
Receivable for unsettled sales	$	358,456		$	—
Payable for unsettled purchases	$	312,447		$	—
Unrealized (gain) loss on investment in available for sale Agency Securities	$	5,298		$	(15,840	)

See notes to condensed financial statements.

7

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

Note 1 – Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter ended March 31, 2014 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2014. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the accompanying financial statements include the valuation of MBS (as defined below) and derivative instruments.

Note 2 – Organization and Nature of Business Operations

References to “we,” “us,” “our,” "JAVELIN" or the “Company” are to JAVELIN Mortgage Investment Corp. References to "ARRM" are to ARMOUR Residential Management LLC, a Delaware limited liability company.

We are an externally managed Maryland corporation formed on June 18, 2012 and managed by ARRM (see Note 14, “Related Party Transactions” for additional discussion). ARRM is an investment advisor registered with the SEC. On June 21, 2012, an initial capital contribution of $1 was made to us and we issued 0.05 shares of common stock. On September 24, 2012, we filed Articles of Amendment and Restatement ("Articles") with the Maryland State Department of Assessments and Taxation, which increased our authorized shares of common stock, par value $0.001 per share, from 1 shares to 250,000 shares and authorized 25,000 shares of preferred stock, par value $0.001 per share, for issuance. The registration statement for our initial public offering (“IPO”) was declared effective on October 2, 2012. On October 3, 2012, our common stock commenced trading on the New York Stock Exchange under the symbol “JMI”. We commenced operations upon consummation of our IPO and concurrent private placement (the “Private Placement”) of our common stock on October 9, 2012.  Pursuant to our IPO and Private Placement, we sold to the public 7,250 shares of common stock and sold 250 shares of common stock to Staton Bell Blank Check LLC (the “Sub-Manager”), an entity jointly owned by two of our directors, at a price of $20.00 per share. Net proceeds from the IPO and Private Placement totaled $150,000. On November 2, 2012, the underwriters in the IPO decided not to exercise their over-allotment option to purchase up to an additional 1,088 shares of common stock.

We invest primarily in fixed rate and hybrid adjustable rate mortgage backed securities. Some of these securities are issued or guaranteed by a United States (“U.S.”) Government-sponsored entity (“GSE”), such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), or guaranteed by the Government National Mortgage Administration (Ginnie Mae) (collectively, “Agency Securities”). Other securities backed by residential mortgages in which we invest, for which the payment of principal and interest is not guaranteed by a GSE or government agency (collectively, “Non-Agency Securities” and together with Agency Securities, “MBS”), may benefit from credit enhancement derived from structural elements such as subordination, over collateralization or insurance. We also may invest in collateralized commercial mortgage backed securities and other mortgage related investments, including mortgage loans, mortgage related derivatives and mortgage servicing rights. From time to time, a portion of our assets may be invested in unsecured notes and bonds issued by GSEs (collectively, “Agency Debt”), U.S. Treasuries and money market instruments, subject to certain income tests we must satisfy for our qualification as a real estate investment trust (“REIT”). Our charter permits us to invest in Agency Securities and Non-Agency Securities.

We have elected to be taxed as a REIT under the Internal Revenue Code (the “Code”). Our qualification as a REIT depends 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 capital stock. We believe that we are organized in conformity with the requirements for qualification as a REIT under the Code and our manner of operations enables us to meet the requirements for taxation as a REIT for federal income tax purposes.

As a REIT, we will generally not be subject to federal income tax on the taxable REIT income that we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions,

8

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

we will be subject to federal income tax at regular corporate rates. Even if we qualify as a REIT for federal income tax purposes, we may still be subject to some federal, state and local taxes on our income.

Note 3 – Summary of Significant Accounting Policies

Cash

Cash includes cash on deposit with financial institutions. We may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, management believes we are not exposed to significant credit risk due to the financial position and creditworthiness of the depository institutions in which those deposits are held.

Cash Collateral Posted/Held

Cash collateral posted or held represents cash posted by us to counterparties or held by us from counterparties as collateral for our interest rate swap contracts, Eurodollar Futures Contracts (“Futures Contracts”) and repurchase agreements on our MBS.

MBS, at Fair Value

We generally intend to hold most of our MBS for extended periods of time. We may, from time to time, sell any of our MBS as part of the overall management of our MBS portfolio. Management determines the appropriate classifications of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date.

Purchases and sales of our MBS are recorded on the trade date. However, if on the purchase settlement date, a repurchase agreement is used to finance the purchase of an MBS with the same counterparty and such transactions are determined to be linked, then the MBS and linked repurchase borrowing will be reported on the same settlement date as Linked Transactions (see below).

Agency Securities

As of March 31, 2014 and December 31, 2013, all of our Agency Securities were classified as available for sale securities. Agency Securities classified as available for sale are reported at their estimated fair values with unrealized gains and losses excluded from earnings and reported as part of the condensed statements of comprehensive income (loss).

We evaluate Agency Securities for other than temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation. We consider an impairment to be other than temporary if we (1) have the intent to sell the Agency Securities, (2) believe it is more likely than not that we will be required to sell the securities before recovery (for example, because of liquidity requirements or contractual obligations) or (3) a credit loss exists. Impairment losses recognized establish a new cost basis for the related Agency Securities.

Non-Agency Securities

As of March 31, 2014 and December 31, 2013, all of our Non-Agency Securities were classified as trading securities. Non-Agency Securities classified as trading are reported at their estimated fair values with unrealized gains and losses included in other income (loss) as a component of the statements of operations. We estimate future cash flows for each Non-Agency Security and then discount those cash flows based on our estimates of current market yield for each individual security. We then compare our calculated price with our pricing services and/or dealer marks. Our estimates for future cash flows and current market yields incorporate such factors as coupons, prepayment speeds, defaults, delinquencies and severities.

Accrued Interest Receivable and Payable

Accrued interest receivable includes interest accrued between payment dates on MBS. Accrued interest payable includes interest payable on our repurchase agreements.

9

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

Repurchase Agreements

We finance the acquisition of our MBS through the use of repurchase agreements. Our repurchase agreements are secured by our MBS and bear interest rates that have historically moved in close relationship to the Federal Funds Rate and the London Interbank Offered Rate (“LIBOR”). Under these repurchase agreements, we sell MBS to a lender and agree to repurchase the same MBS in the future for a price that is higher than the original sales price. The difference between the sales price that we receive and the repurchase price that we pay represents interest paid to the lender. A repurchase agreement operates as a financing arrangement (with the exception of repurchase agreements accounted for as a component of a Linked Transaction described below) under which we pledge our MBS as collateral to secure a loan which is equal in value to a specified percentage of the estimated fair value of the pledged collateral. We retain beneficial ownership of the pledged collateral. At the maturity of a repurchase agreement, we are required to repay the loan and concurrently receive back our pledged collateral from the lender or, with the consent of the lender, we may renew such agreement at the then prevailing interest rate. The repurchase agreements may require us to pledge additional assets to the lender in the event the estimated fair value of the existing pledged collateral declines.

In addition to the repurchase agreement financing discussed above, we have entered into reverse repurchase agreements with certain of our repurchase agreement counterparties. Under a typical reverse repurchase agreement, we purchase U.S. Treasury Securities from a borrower in exchange for cash and agree to sell the same securities in the future in exchange for a price that is higher than the original purchase price. The difference between the purchase price originally paid and the sale price represents interest received from the borrower. Reverse repurchase agreement receivables and repurchase agreement liabilities are presented net when they meet certain criteria, including being with the same counterparty, being governed by the same master repurchase agreement ("MRA"), settlement through the same brokerage or clearing account and maturing on the same day. We did not have any reverse repurchase agreements outstanding during the quarters ended or at March 31, 2014 and March 31, 2013 or at December 31, 2013.

Obligations to Return Securities Received as Collateral, at Fair Value

We also sell to third parties the U.S. Treasury Securities received as collateral for reverse repurchase agreements and recognize the resulting obligation to return said U.S. Treasury Securities as a liability on our balance sheet. Interest is recorded on the repurchase agreements, reverse repurchase agreements and U.S. Treasury Securities on an accrual basis and presented as net interest expense. Both parties to the transaction have the right to make daily margin calls based on changes in the fair value of the collateral received and/or pledged. We did not have any obligations to return securities received as collateral during the quarters ended March 31, 2014 and March 31, 2013 or at December 31, 2013.

Derivatives, at Fair Value

We recognize all derivatives as either assets or liabilities at fair value on our condensed balance sheets. Since we have not elected cash flow hedge accounting treatment as allowed by GAAP, all changes in the fair values of our derivatives are reflected in our condensed statements of operations. Accordingly, our operating results may reflect greater volatility than otherwise would be the case, because gains or losses on derivatives may not be offset by changes in the fair value or cash flows of the transaction within the same accounting period or ever. Consequently, any declines in the fair value of our derivatives will result in a charge to earnings. We will continue to designate derivatives as hedges for tax purposes and any unrealized derivative gains or losses would not affect our distributable net taxable income.

Linked Transactions

The initial purchase of Non-Agency Securities and the related contemporaneous repurchase financing of such MBS with the same counterparty are considered part of the same arrangement, or a “Linked Transaction,” when certain criteria are met. Our acquisition of a Non-Agency Security and a related repurchase financing provided by the seller are generally considered to be linked if the initial transfer of and repurchase financing are contractually contingent, or there is a limited secondary market for the purchased security. The components of a Linked Transaction are evaluated on a combined basis and in totality, accounted for as a forward contract and reported as “Linked Transactions” on our balance sheets. Changes in the fair value of the Non-Agency Securities and repurchase liabilities underlying the Linked Transactions and associated interest income and expense are reported as “unrealized net gains and net interest income from Linked Transactions” on our statements of operations and are not included in other comprehensive loss. When the linking criteria are no longer met, the initial transfer (i.e., the purchase of a security) and repurchase financing will no longer be treated as a Linked Transaction and will be evaluated and reported separately as a MBS purchase and repurchase financing.

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JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

Credit Risk

We have limited our exposure to credit losses on our Agency Securities in our MBS portfolio. The payment of principal and interest on the Fannie Mae and Freddie Mac Agency Securities are guaranteed by those respective agencies and the payment of principal and interest on the Ginnie Mae Agency Securities are backed by the full faith and credit of the U.S. Government.

Fannie Mae and Freddie Mac remain in conservatorship of the U.S. Government. There can be no assurances as to how or when the U.S. Government will end these conservatorships or how the future profitability of Fannie Mae and Freddie Mac and any future credit rating actions may impact the credit risk associated with Agency Securities and, therefore, the value of the Agency Securities in our MBS portfolio.

We purchase Non-Agency Securities at prices which incorporate our expectations for prepayment speeds, defaults, delinquencies and severities. These expectations determine the yields we receive on our assets. If actual prepayment speeds, defaults, delinquencies and severities are different from our expectations, our actual yields could be higher or lower.

Market Risk

Weakness in the mortgage market may adversely affect the performance and market value of our investments. This could negatively impact our book value. Furthermore, if our lenders are unwilling or unable to provide additional financing, we could be forced to sell our MBS at an inopportune time when prices are depressed.

Preferred Stock

At March 31, 2014, we were authorized to issue up to 25,000 shares of preferred stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by our Board of Directors ("Board") or a committee thereof. We have not issued any preferred stock to date.

Common Stock

At March 31, 2014, we were authorized to issue up to 250,000 shares of common stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by our Board. We had 11,996 shares of common stock issued and outstanding at March 31, 2014 and 11,993 shares of common stock issued and outstanding at December 31, 2013.

Common Stock Repurchased

On October 30, 2013, we announced that our Board had authorized a stock repurchase program of up to 2,000 shares of our common stock outstanding (the “Repurchase Program”). On March 5, 2014, our Board increased the authorization to 3,000 shares of our common stock outstanding. Under the Repurchase Program shares may be purchased in the open market, including block trades, through privately negotiated transactions, or pursuant to a trading plan separately adopted in the future. The timing, manner, price and amount of any repurchases will be at our discretion, subject to the requirements of the Securities Exchange Act of 1934, as amended, and related rules. We are not required to repurchase any shares under the Repurchase Program and it may be modified, suspended or terminated at any time for any reason. We do not intend to purchase shares from our Board or other affiliates. Under Maryland law, such repurchased shares are treated as authorized but unissued. For the quarter ended March 31, 2014, we did not repurchase any shares under our Repurchase Program. As of March 31, 2014, there were 1,493 remaining shares authorized for repurchase under our Repurchase Program.

Revenue Recognition

Interest income is earned and recognized on Agency Securities based on their unpaid principal balance and their contractual terms. Premiums and discounts associated with the purchase of Agency Securities are amortized or accreted into interest income over the actual lives of the securities, reflecting actual prepayments as they occur.

Interest income on Non-Agency Securities is recognized using the effective yield method over the life of the securities based on the future cash flows expected to be received. Future cash flow projections and related effective yields are determined for each security and updated quarterly. Other than temporary impairments, which establish a new cost basis in the security for purposes of calculating effective yields, are recognized when the fair value of a security is less than its cost basis and there has

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JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

been an adverse change in the future cash flows expected to be received. Other changes in future cash flows expected to be received are recognized prospectively over the remaining life of the security.

Comprehensive Loss

Comprehensive loss refers to changes in equity during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.

Note 4 – Fair Value of Financial Instruments

Our valuation techniques for financial instruments use observable and unobservable inputs. Observable inputs reflect readily obtainable data from third party sources, while unobservable inputs reflect management’s market assumptions. The ASC Topic No. 820 “Fair Value Measurement” classifies these inputs into the following hierarchy:

Level 1Inputs - Quoted prices for identical instruments in active markets.

Level 2Inputs - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3Inputs - Prices determined using significant unobservable inputs. Unobservable inputs may be used in situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period). Unobservable inputs reflect management’s assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available.

The following describes the valuation techniques used for our assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. Any transfers between levels are assumed to occur at the beginning of the reporting period.

Cash - Cash includes cash on deposit with financial institutions. The carrying amount of cash is deemed to be its fair value and is classified as Level 1. Cash balances posted by us to counterparties or held by us from counterparties as collateral are classified as Level 2.

Agency Securities, Available for Sale - Fair value for the Agency Securities in our MBS portfolio is based on obtaining a valuation for each Agency Security from third party pricing services and/or dealer quotes. The third party pricing services use common market pricing methods that may include pricing models that may incorporate such factors as coupons, prepayment speeds, spread to the Treasury curves and interest rate swap curves, duration, periodic and life caps and credit enhancement. If the fair value of an Agency Security is not available from the third party pricing services or such data appears unreliable, we obtain quotes from up to three dealers who make markets in similar Agency Securities. In general, the dealers incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular Agency Security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the Agency Security. Management reviews pricing used to ensure that current market conditions are properly reflected. This review includes, but is not limited to, comparisons of similar market transactions or alternative third party pricing services, dealer quotes and comparisons to a third party pricing model. Fair values obtained from the third party pricing services for similar instruments are classified as Level 2 securities if the inputs to the pricing models used are consistent with the Level 2 definition. If quoted prices for a security are not reasonably available from the third party pricing service, but dealer quotes are, the security will be classified as a Level 2 security. If neither is available, management will determine the fair value based on characteristics of the security that we receive from the issuer and based on available market information received from dealers and classify it as a Level 3 security. As of March 31, 2014 and December 31, 2013, all of our Agency Security fair values are classified as Level 2 based on the inputs used by our third party pricing services and dealer quotes.

Non-Agency Securities Trading - The fair value for the Non-Agency Securities in our MBS portfolio is based on estimates prepared by our Portfolio Management group, which organizationally reports to our Chief Investment Officer. In preparing the estimates, our Portfolio Management group uses commercially available and proprietary models and data as well as market intelligence gained from discussions with, and transactions by, other market participants. We estimate the fair value of our Non-Agency Securities by estimating the future cash flows for each Non-Agency Security and then discounting those cash flows based

12

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

on our estimates of current market yield for each individual security. Our estimates for future cash flows and current market yields incorporate such factors as collateral type, bond structure and priority of payments, coupons, prepayment speeds, defaults, delinquencies and severities. Quarterly, we compare our estimates of fair value of our Non-Agency Securities with pricing from third party pricing services, dealer marks received and recent purchase and financing transaction history to validate our assumptions of cash flow and market yield and calibrate our models. Fair values calculated in this manner are considered Level 3. As of March 31, 2014 and December 31, 2013, all of our Non-Agency Security fair values are calculated in this manner and therefore were classified as Level 3.

Repurchase Agreements - The fair value of repurchase agreements reflects the present value of the contractual cash flows discounted at the estimated LIBOR based market interest rates at the valuation date for repurchase agreements with a term equivalent to the remaining term to interest rate repricing, which may be at maturity, of our repurchase agreements. The fair value of the repurchase agreements approximates their carrying amount due to the short-term nature of these financial instruments. Our repurchase agreements are classified as Level 2.

Derivative Transactions - The fair values of our interest rate swap contracts and interest rate swaptions are valued using third party pricing services that may incorporate current interest rate curves, forward interest rate curves and market spreads to interest rate curves. Management compares pricing used to dealer quotes to ensure that the current market conditions are properly reflected. The fair values of our interest rate swap contracts and our interest rate swaptions are classified as Level 2.

Linked Transactions - The Non-Agency Securities underlying our Linked Transactions are valued using similar techniques to those used for our other Non-Agency Securities. The value of the underlying Non-Agency Security is then netted against the carrying amount (which approximates fair value) of the repurchase agreement at the valuation date. The fair value of Linked Transactions also includes accrued interest receivable on the Non-Agency Security and accrued interest payable on the underlying repurchase agreement. Our Linked Transactions are classified as Level 3.

The following tables provide a summary of our assets that are measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013.

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at March 31, 2014
Assets at Fair Value:
Agency Securities, available for sale	$	—	$	1,187,467	$	—	$	1,187,467
Non-Agency Securities, trading	$	—	$	—	$	142,409	$	142,409
Linked Transactions, net	$	—	$	—	$	20,069	$	20,069
Derivatives	$	—	$	38,511	$	—	$	38,511

There were no transfers of assets or liabilities between levels of the fair value hierarchy during the quarter ended March 31, 2014.

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2013
Assets at Fair Value:
Agency Securities, available for sale	$	—	$	801,777	$	—	$	801,777
Non-Agency Securities, trading	$	—	$	—	$	143,399	$	143,399
Linked Transactions, net	$	—	$	—	$	16,322	$	16,322
Derivatives	$	—	$	59,703	$	—	$	59,703

13

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

There were no transfers of assets or liabilities between levels of the fair value hierarchy during the year ended December 31, 2013.

The following tables provide a summary of the carrying values and fair values of our financial assets and liabilities not carried at fair value but for which fair value is required to be disclosed as of March 31, 2014 and December 31, 2013.

	March 31, 2014				Fair Value Measurements using:
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash	$	32,544	$	32,544	$	32,544	$	—	$	—
Cash collateral posted	$	1,851	$	1,851	$	—	$	1,851	$	—
Receivable for unsettled sales	$	358,456	$	358,456	$	—	$	358,456	$	—
Accrued interest receivable	$	3,570	$	3,570	$	—	$	3,570	$	—
Financial Liabilities:
Repurchase agreements	$	1,275,793	$	1,275,793	$	—	$	1,275,793	$	—
Cash collateral held	$	35,294	$	35,294	$	—	$	35,294	$	—
Payable for unsettled purchases	$	312,447	$	312,447	$	—	$	312,447	$	—
Accrued interest payable	$	678	$	678	$	—	$	678	$	—

	December 31, 2013				Fair Value Measurements using:
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash	$	41,524	$	41,524	$	41,524	$	—	$	—
Cash collateral posted	$	648	$	648	$	—	$	648	$	—
Accrued interest receivable	$	2,336	$	2,336	$	—	$	2,336	$	—
Financial Liabilities:
Repurchase agreements	$	839,405	$	839,405	$	—	$	839,405	$	—
Cash collateral held	$	53,314	$	53,314	$	—	$	53,314	$	—
Accrued interest payable	$	611	$	611	$	—	$	611	$	—

14

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

The following table provides a summary of the changes in Level 3 assets measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013.

	Quarter Ended  March 31, 2014			Year Ended December 31, 2013
Balance, beginning of period	$	159,721		$	129,946
Purchase of Non-Agency Securities, at cost	1,250			38,332
Principal repayments of Non-Agency Securities	(3,400		)	(21,788		)
Cash disbursements on Linked Transactions	(681		)	19,674
Proceeds from the sale of Non-Agency Securities	—			(1,352		)
Net gain (loss) on Non-Agency Securities	833			(977		)
Unrealized net gain (loss) and net interest income from Linked Transactions	4,427			(3,352		)
Net change in discount on Non-Agency Securities	328			(762		)
Balance, end of period	$	162,478		$	159,721
Net gains (losses) for outstanding level 3 assets	$	5,260		$	(4,329	)

The significant unobservable inputs used in the fair value measurement of our Level 3 Non-Agency Securities (inclusive of Non-Agency Securities underlying Linked Transactions) include assumptions for underlying loan collateral default rates and loss severities in the event of default, as well as discount rates.

The following tables present the range of our estimates of cumulative default and loss severities, together with the discount rates implicit in our Level 3 Non-Agency Security fair values (inclusive of Non-Agency Securities underlying Linked Transactions) as of March 31, 2014 and December 31, 2013. See Note 7, "Linked Transactions" for additional discussion of Non-Agency Securities that are accounted for as a component of Linked Transactions.

March 31, 2014

Unobservable Level 3 Input	Minimum		Weighted Average		Maximum
Cumulative default	0.00	%	8.66	%	31.56	%
Loss severity (life)	0.00	%	34.78	%	66.80	%
Discount rate	3.76	%	4.83	%	6.50	%
Delinquency (life)	0.00	%	9.63	%	35.10	%
Voluntary prepayments (life)	6.40	%	8.41	%	12.40	%

December 31, 2013

Unobservable Level 3 Input	Minimum		Weighted Average		Maximum
Cumulative default	0.00	%	6.99	%	33.27	%
Loss severity (life)	0.00	%	31.20	%	62.60	%
Discount rate	4.01	%	5.32	%	6.50	%
Delinquency (life)	0.00	%	9.74	%	29.50	%
Voluntary prepayments (life)	6.70	%	9.74	%	14.80	%

Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates. However, given the interrelationship between loss estimates and the discount rate, overall Non-Agency Security market conditions would likely have a more significant impact on our Level 3 fair values than changes in any one unobservable input.

15

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

Note 5 – Agency Securities, Available for Sale

All of our Agency Securities are classified as available for sale securities and, as such, are reported at their estimated fair value and changes in fair value are reported as part of the statements of comprehensive income. As of March 31, 2014, investments in Agency Securities accounted for 89.3% of our MBS portfolio and 80.7% of our total MBS portfolio inclusive of the Non-Agency Securities underlying our Linked Transactions. As of December 31, 2013, investments in Agency Securities accounted for 84.8% of our MBS portfolio and 73.8% of our total MBS portfolio inclusive of the Non-Agency Securities underlying our Linked Transactions (see Note 7, “Linked Transactions” for additional discussion of Non-Agency Securities that are accounted for as a component of Linked Transactions).

We evaluated our Agency Securities with unrealized losses as of March 31, 2014, March 31, 2013 and December 31, 2013, to determine whether there was an other than temporary impairment. The decline in value of our Agency Securities in 2013 was solely due to market conditions and not the credit quality of the assets. All of our Agency Securities are issued and guaranteed by GSEs. The GSEs have a long term credit rating of AA+. As of March 31, 2014 and December 31, 2013, we also considered whether we intended to sell Agency Securities and whether it was more likely than not that we could meet our liquidity requirements and contractual obligations without selling Agency Securities. There was no other than temporary impairment for the quarter ended March 31, 2014. In December 2013, anticipating portfolio repositioning sales in the first quarter of 2014, we concluded that the December 31, 2013 unrealized losses on our 25-year and 30-year fixed rate Agency Securities represented an other than temporary impairment. Accordingly, we recognized losses totaling $(44,300) in our 2013 statements of operations, thereby establishing a new cost basis for Agency Securities with aggregate fair value of $744,600 as of December 31, 2013. We also determined that at December 31, 2013, there was no other than temporary impairment of our other Agency Securities, which are primarily 20-year and 15-year fixed rate securities. 

As of March 31, 2014, we had the following securities in an unrealized gain or loss position as presented below. The components of the carrying value of our Agency Securities as of March 31, 2014 are also presented below. All of our Agency Securities are fixed rate securities with a weighted average coupon of 3.22% as of March 31, 2014.

March 31, 2014

	Amortized Cost		Gross Unrealized Loss			Gross Unrealized Gain		Fair Value		Percent of Total
Fannie Mae
Multi-Family MBS	$	29,719	$	(55	)	$	—	$	29,664	2.50	%
15 Year Fixed	1,113,840		(4,933		)	42		1,108,949		93.39	%
20 Year Fixed	50,563		(1,709		)	—		48,854		4.11	%
Total Fannie Mae	$	1,194,122	$	(6,697	)	$	42	$	1,187,467	100.00	%
Total Agency Securities	$	1,194,122	$	(6,697	)	$	42	$	1,187,467

We apply trade date accounting, Included in the above table are unsettled purchases with an aggregate cost of $312,447 and estimated fair value of $311,108 at March 31, 2014.    

As of December 31, 2013, we had the following securities in an unrealized gain or loss position as presented below. The components of the carrying value of our Agency Securities as of December 31, 2013 are also presented below. All of our Agency Securities were fixed rate securities with a weighted average coupon of 3.48% as of December 31, 2013.

16

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

December 31, 2013

	Amortized Cost		Gross Unrealized Loss			Gross Unrealized Gain		Fair Value		Percent of Total
Fannie Mae
15 Year Fixed	$	29,336	$	(1,057	)	$	—	$	28,279	3.53	%
20 Year Fixed	30,974		(2,086		)	—		28,888		3.60	%
25 Year Fixed	52,944		—			—		52,944		6.60	%
30 Year Fixed	691,666		—			—		691,666		86.27	%
Total Fannie Mae	$	804,920	$	(3,143	)	$	—	$	801,777	100.00	%
Total Agency Securities	$	804,920	$	(3,143	)	$	—	$	801,777

Actual maturities of Agency Securities are generally shorter than stated contractual maturities because actual maturities of Agency Securities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

The following table summarizes the weighted average lives of our Agency Securities as of March 31, 2014 and December 31, 2013.

	March 31, 2014				December 31, 2013
Weighted Average Life of all Agency Securities	Fair Value		Amortized Cost		Fair Value		Amortized Cost
Less than one year	$	—	$	—	$	—	$	—
Greater than or equal to one year and less than three years	—		—		—		—
Greater than or equal to three years and less than five years	864,463		868,454		28,279		29,336
Greater than or equal to five years	323,004		325,668		773,498		775,584
Total Agency Securities	$	1,187,467	$	1,194,122	$	801,777	$	804,920

We use a third party model to calculate the weighted average lives of our Agency Securities. Weighted average life is calculated based on expectations for estimated prepayments for the underlying mortgage loans of our Agency Securities. These estimated prepayments are based on assumptions such as interest rates, current and future home prices, housing policy and borrower incentives. The weighted average lives of our Agency Securities as of March 31, 2014 and December 31, 2013 in the table above are based upon market factors, assumptions, models and estimates from the third party model and also incorporate management’s judgment and experience. The actual weighted average lives of our Agency Securities could be longer or shorter than estimated.

The following table presents the unrealized losses and estimated fair value of our Agency Securities by length of time that such securities have been in a continuous unrealized loss position as of March 31, 2014 and December 31, 2013.

	Unrealized Loss Position For:
	Less than 12 Months					12 Months or More					Total
As of	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
March 31, 2014	$	1,088,949	$	(4,157	)	$	56,650	$	(2,540	)	$	1,145,599	$	(6,697	)
December 31, 2013	$	—	$	—		$	57,167	$	(3,143	)	$	57,167	$	(3,143	)

During the quarter ended March 31, 2014 we sold $743.6 million of Agency Securities, to reposition our portfolio, which resulted in realized gains of $8.8 million. During the quarter ended March 31, 2013, we did not sell any Agency Securities.

Note 6 – Non-Agency Securities, Trading

All of our Non-Agency Securities are classified as trading securities and reported at their estimated fair value.  Fair value changes are reported in the statement of operations in the period in which they occur.

17

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

As of March 31, 2014, investments in Non-Agency Securities accounted for 10.7% of our MBS portfolio and 19.3% of our total MBS portfolio inclusive of the Non-Agency Securities underlying our Linked Transactions (see Note 7,“Linked Transactions” for additional discussion of Non-Agency Securities that are accounted for as a component of Linked Transactions).

	Non-Agency Securities
March 31, 2014	Fair Value		Amortized  Cost		Principal Amount		Weighted Average Coupon
Prime Fixed	$	50,692	$	50,148	$	56,925	4.94	%
Prime Hybrid	16,718		15,225		20,534		3.23	%
Prime Floater	3,542		3,261		3,250		5.12	%
Alt-A Fixed	62,432		59,729		75,627		5.85	%
Alt-A Hybrid	9,025		8,491		10,859		2.54	%
Total Non-Agency Securities	$	142,409	$	136,854	$	167,195	4.99	%

As of December 31, 2013, investments in Non-Agency Securities accounted for 15.2% of our total MBS portfolio and 26.2% of our total MBS portfolio inclusive of the Non-Agency Securities underlying our Linked Transactions (see Note 7,“Linked Transactions” for additional discussion of Non-Agency Securities that are accounted for as a component of Linked Transactions). 

	Non-Agency Securities
December 31, 2013	Fair Value		Amortized  Cost		Principal Amount		Weighted Average Coupon
Prime Fixed	$	51,515	$	51,922	$	57,995	4.96	%
Prime Hybrid	17,067		15,705		21,253		3.36	%
Prime Floater	2,117		2,001		2,000		5.41	%
Alt-A Fixed	63,582		61,554		77,922		5.85	%
Alt-A Hybrid	9,118		8,494		11,091		2.59	%
Total Non-Agency Securities	$	143,399	$	139,676	$	170,261	5.02	%

Prime/Alt-A Non-Agency Securities as of March 31, 2014 and December 31, 2013 include senior tranches in securitization trusts issued between 2004 and 2007, and are collateralized by residential mortgages originated between 2002 and 2007. The loans were originally considered to be either prime or one tier below prime credit quality. Prime mortgage loans are residential mortgage loans that are considered the highest tier with the most stringent underwriting standards within the Non-Agency mortgage market, but do not carry any credit guarantee from either a U.S. Government agency or GSE. These loans were originated during a period when underwriting standards were generally weak and housing prices have dropped significantly subsequent to their origination. As a result, there is still material credit risk embedded in these vintage tranches. Alt-A, or alternative A-paper, mortgage loans are considered riskier than prime mortgage loans and less risky than sub-prime mortgage loans and are typically characterized by borrowers with less than full documentation, lower credit scores, higher loan to value ratios and a higher percentage of investment properties. These securities were generally rated below investment grade as of March 31, 2014 and December 31, 2013.

The following table summarizes the weighted average lives of our Non-Agency Securities as of March 31, 2014 and December 31, 2013.

	March 31, 2014				December 31, 2013
Weighted Average Life of all Non-Agency Securities	Fair Value		Amortized Cost		Fair Value		Amortized Cost
Less than one year	$	—	$	—	$	—	$	—
Greater than or equal to one year and less than three years	—		—		—		—
Greater than or equal to three years and less than five years	57,580		55,429		36,581		35,254
Greater than or equal to five years	84,829		81,425		106,818		104,422
Total Non-Agency Securities	$	142,409	$	136,854	$	143,399	$	139,676

18

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

We use a third party model to calculate the weighted average lives of our Non-Agency Securities. Weighted average life is calculated based on expectations for estimated prepayments for the underlying mortgage loans of our Non-Agency Securities. These estimated prepayments are based on assumptions such as interest rates, current and future home prices, housing policy and borrower incentives. The weighted average lives of our Non-Agency Securities as of March 31, 2014 and December 31, 2013 in the table above are based upon market factors, assumptions, models and estimates from the third party model and also incorporate management’s judgment and experience. The actual weighted average lives of our Non-Agency Securities could be longer or shorter than estimated.

The following table presents the unrealized losses and estimated fair value of our Non-Agency Securities by length of time that such securities have been in a continuous unrealized loss position as of March 31, 2014 and December 31, 2013.

	Unrealized Loss Position For:
	Less than 12 months					12 Months or More				Total
As of	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
March 31, 2014	$	18,537	$	(582	)	$	—	$	—	$	18,537	$	(582	)
December 31, 2013	$	42,096	$	(1,089	)	$	—	$	—	$	42,096	$	(1,089	)

Our Non-Agency Securities are subject to risk of loss with regard to principal and interest payments and as of March 31, 2014 and December 31, 2013, have generally either been assigned below investment grade ratings by rating agencies, or have not been rated. We evaluate each investment based on the characteristics of the underlying collateral and securitization structure, rather than relying on the ratings assigned by rating agencies.

Note 7 – Linked Transactions

Our Linked Transactions are evaluated on a combined basis, reported as forward (derivative) instruments and presented as assets on our balance sheets at fair value. The fair value of Linked Transactions reflect the value of the underlying Non-Agency MBS, linked repurchase agreement borrowings and accrued interest receivable and payable on such instruments. Our Linked Transactions are not designated as hedging instruments and, as a result, the change in the fair value and net interest income from Linked Transactions is reported in other income on our statements of operations.

The following tables present information about our Non-Agency Securities and repurchase agreements underlying our Linked Transactions at March 31, 2014 and December 31, 2013. Our Non-Agency Securities underlying our Linked Transactions represent approximately 9.66% and 13.0% of our overall investment in MBS at March 31, 2014 and December 31, 2013.

March 31, 2014

Linked Repurchase Agreements					Linked Non-Agency Securities
Maturity or Repricing	Balance		Weighted Average Interest Rate		Non-Agency MBS	Fair Value		Amortized Cost		Par/Current Face		Weighted Average Coupon Rate
Within 30 days	$	8,227	1.94	%	Prime	$	113,831	$	114,778	$	120,032	3.05	%
31 days to 60 days	44,792		1.23	%	Alt/A	28,335		27,033		34,947		4.89	%
61 days to 90 days	62,521		0.98	%	Total	$	142,166	$	141,811	$	154,979	3.42	%
Greater than 90 days	6,467		2.03	%
Total	$	122,007	1.19	%

Not included in the tables above is $90 of accrued interest payable from Linked Transactions included in our balance sheet as of March 31, 2014.

19

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

December 31, 2013

Linked Repurchase Agreements					Linked Non-Agency Securities
Maturity or Repricing	Balance		Weighted Average Interest Rate		Non-Agency MBS	Fair Value		Amortized Cost		Par/Current Face		Weighted Average Coupon Rate
Within 30 days	$	8,177	1.88	%	Prime	$	112,956	$	116,631	$	121,571	3.00	%
31 days to 60 days	44,974		1.23	%	Alt/A	27,989		27,788		35,822		4.71	%
61 days to 90 days	71,389		1.09	%	Total	$	140,945	$	144,419	$	157,393	3.34	%
Greater than 90 days	—		0.00	%
Total	$	124,540	1.19	%

Not included in the tables above is $83 of accrued interest payable from Linked Transactions included in our balance sheet as of December 31, 2013.

The following table presents certain information about the components of the unrealized net gains and net interest income from Linked Transactions included in our condensed statements of operations for the quarter ended March 31, 2014. We did not have Linked Transactions as of March 31, 2013.

	For the Quarter Ended
Unrealized Net Gain and Net Interest Income from Linked Transactions	March 31, 2014
Interest income attributable to MBS underlying Linked Transactions	$	1,569
Interest expense attributable to linked repurchase agreements underlying Linked Transactions	(372		)
Change in fair value of Linked Transactions included in earnings	3,230
Unrealized net gain and net interest income from Linked Transactions	$	4,427

Note 8 – Repurchase Agreements

As of March 31, 2014, we had MRAs with 28 counterparties and had $1,275,793 in outstanding borrowings with 22 of those counterparties. As of December 31, 2013 we had MRAs with 27 counterparties and had $839,405 in outstanding borrowings with 20 of those counterparties. See Note 7, “Linked Transactions” for additional discussion of repurchase agreements that are accounted for as a component of Linked Transactions.

The following tables represent the contractual repricing and other information regarding our repurchase agreements to finance our MBS purchases as of March 31, 2014 and December 31, 2013.

March 31, 2014

	Repurchase Agreements		Weighted Average Contractual Rate		Weighted Average Maturity in days	Haircut for Repurchase Agreements (1)
Agency Securities	$	1,168,045	0.36	%	31	4.80	%
Non-Agency Securities	107,748		1.95	%	42	25.45	%
Total or Weighted Average	$	1,275,793	0.49	%	32	6.54	%

(1) The Haircut represents the weighted average margin requirement, or the percentage amount by which the collateral value must exceed the loan amount.

20

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

December 31, 2013

	Repurchase Agreements		Weighted Average Contractual Rate		Weighted Average Maturity in days	Haircut for Repurchase Agreements (1)
Agency Securities	$	731,782	0.42	%	33	4.90	%
Non-Agency Securities	107,623		1.96	%	46	25.39	%
Total or Weighted Average	$	839,405	0.61	%	35	7.53	%

(1) The Haircut represents the weighted average margin requirement, or the percentage amount by which the collateral value must exceed the loan amount.

	March 31, 2014				December 31, 2013
Maturing or Repricing	Repurchase Agreements		Weighted Average Contractual Rate		Repurchase Agreements		Weighted Average Contractual Rate
Within 30 days	$	749,509	0.47	%	$	380,744	0.67	%
31 days to 60 days	301,500		0.48	%	408,054		0.49	%
61 days to 90 days	216,670		0.52	%	40,362		1.00	%
Greater than 90 days	8,114		2.06	%	10,245		2.10	%
Total or Weighted Average	$	1,275,793	0.49	%	$	839,405	0.61	%

We have 10 repurchase agreement counterparties that individually account for between 5% and 10% of our aggregate borrowings. In total, these counterparties account for approximately 71.75% of our repurchase agreement borrowings outstanding at March 31, 2014.

Note 9 – Derivatives

In addition to the Linked Transactions described in Note 7, “Linked Transactions,” we enter into derivative transactions to manage our interest rate risk exposure. These transactions include entering into interest rate swap contracts and interest rate swaptions. These transactions are designed to lock in funding costs for repurchase agreements associated with our assets in such a way to help assure the realization of net interest margins. Such transactions are based on assumptions about prepayments on our Agency Securities which, if not realized, will cause transaction results to differ from expectations. Our derivatives are carried on our balance sheets as assets or as liabilities at their fair value. We do not designate our derivatives as cash flow hedges and as such, we recognize changes in the fair value of these derivatives through earnings.

We have agreements with our swap (including swaption) counterparties that provide for the posting of collateral based on the fair values of our interest rate swap contracts. Through this margin process, either we or our swap counterparty may be required to pledge cash or Agency Securities as collateral. Collateral requirements vary by counterparty and change over time based on the fair value; notional amount and remaining term of the contracts. Certain interest rate swap contracts provide for cross collateralization and cross default with repurchase agreements and other contracts with the same counterparty.

Interest rate swaptions generally provide us the option to enter into an interest rate swap agreement at a certain point of time in the future with a predetermined notional amount, stated term and stated rate of interest in the fixed leg and interest rate index on the floating leg.

21

JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

 The following tables present information about interest rate swap contracts and interest rate swaptions which are included in derivatives on the accompanying balance sheets as of March 31, 2014 and December 31, 2013.

March 31, 2014

Derivative Type	Remaining / Underlying Term	Weighted Average Remaining Swap / Option Term (Months)	Weighted Average Rate		Notional Amount		Asset Fair Value (1)		Liability Fair Value (1)
Interest rate swap contracts	0-12 Months	0	0.00	%	$	—	—		$	—
Interest rate swap contracts	13-24 Months	0	0.00	%	—		—		—
Interest rate swap contracts	25-36 Months	0	0.00	%	—		—		—
Interest rate swap contracts	37-48 Months	43	0.55	%	50,000		749		—
Interest rate swap contracts	49-60 Months	50	0.92	%	50,000		378		—
Interest rate swap contracts	61-72 Months	0	0.00	%	—		—		—
Interest rate swap contracts	73-84 Months	0	0.00	%	—		—		—
Interest rate swap contracts	85-96 Months	0	0.00	%	—		—		—
Interest rate swap contracts	97-108 Months	104	1.64	%	325,000		19,162		—
Interest rate swap contracts	109-120 Months	111	1.95	%	376,250		15,498		—
Interest rate swaptions	60 Months	6	2.73	%	750,000		2,724		—
Total or Weighted Average		55	2.19	%	$	1,551,250	$	38,511	$	—

(1) See Note 4, “Fair Value of Financial Instruments” for additional discussion.

We did not have any unsettled purchases or sales of derivatives at March 31, 2014.

December 31, 2013

Derivative Type	Remaining / Underlying Term	Weighted Average Remaining Swap / Option Term (Months)	Weighted Average Rate		Notional Amount		Asset Fair Value (1)		Liability Fair Value (1)
Interest rate swap contracts	0-12 Months	0	0.00	%	$	—	$	—	$	—
Interest rate swap contracts	13-24 Months	0	0.00	%	—		—		—
Interest rate swap contracts	25-36 Months	0	0.00	%	—		—		—
Interest rate swap contracts	37-48 Months	46	0.55	%	50,000		801		—
Interest rate swap contracts	49-60 Months	53	0.92	%	50,000		532		—
Interest rate swap contracts	61-72 Months	0	0.00	%	—		—		—
Interest rate swap contracts	73-84 Months	0	0.00	%	—		—		—
Interest rate swap contracts	85-96 Months	0	0.00	%	—		—		—
Interest rate swap contracts	97-108 Months	105	1.50	%	175,000		15,023		—
Interest rate swap contracts	109-120 Months	112	1.91	%	526,250		36,463		—
Interest rate swaptions	60 Months	9	2.73	%	750,000		6,884		—
Total or Weighted Average		58	2.19	%	$	1,551,250	$	59,703	$	—

(1) See Note 4, “Fair Value of Financial Instruments” for additional discussion.

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JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

We did not have any unsettled purchases or sales of derivatives at December 31, 2013.

We have netting arrangements in place with all derivative counterparties pursuant to standard documentation developed by the International Swap and Derivatives Association. We are also required to post or hold cash collateral based upon the net underlying market value of our open positions with the counterparty.

The following tables present information about interest rate swap contracts and interest rate swaptions and the potential effects of the master netting arrangements if we were to offset the assets and liabilities of these financial instruments on the accompanying balance sheets. Currently, we present these financial instruments at their gross amounts and they are included in derivatives at fair value on the accompanying balance sheet as of March 31, 2014.

March 31, 2014

			Gross Amounts Not Offset in the Condensed Balance Sheet
Assets	Gross and Net Amounts of Assets Presented in the Condensed Balance Sheet		Financial Instruments		Cash Collateral Held			Net Amount
Interest rate swap contracts	$	35,786	$	—	$	(34,356	)	$	1,430
Interest rate swaptions	2,725		—		—			2,725
Totals	$	38,511	$	—	$	(34,356	)	$	4,155

We did not have any derivatives in a liability position on our condensed balance sheet at March 31, 2014.

The following tables present information about interest rate swap contracts and interest rate swaptions and the potential effects of netting if we were to offset the assets and liabilities of these financial instruments on the accompanying balance sheets. Currently, we present these financial instruments at their gross amounts and they are included in derivatives, at fair value on the accompanying balance sheet as of December 31, 2013.

December 31, 2013

			Gross Amounts Not Offset in the Condensed Balance Sheet
Assets	Gross and Net Amounts of Assets Presented in the Condensed Balance Sheet		Financial Instruments		Cash Collateral Held			Net Amount
Interest rate swap contracts	$	52,819	$	—	$	(52,315	)	$	504
Interest rate swaptions	6,884		—		—			$	6,884
Totals	$	59,703	$	—	$	(52,315	)	$	7,388

We did not have any derivatives in a liability position on our balance sheet at December 31, 2013.

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JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

The following table represents the location and information regarding our derivatives which are included in total Other Income (Loss) in the accompanying statements of operations for the quarters ended March 31, 2014 and March 31, 2013.  

		Income (Loss) Recognized
		For the Quarters Ended
Derivatives	Location on condensed statements of operations	March 31, 2014			March 31, 2013
Interest rate swap contracts:
Interest income	Realized loss on derivatives	$	240		$	113
Interest expense	Realized loss on derivatives	(3,346		)	(1,063		)
Changes in fair value	Unrealized gain (loss) on derivatives	(15,870		)	3,115
		$	(18,976	)	$	2,165
Interest rate swaptions:
Changes in fair value	Unrealized gain (loss) on derivatives	(4,159		)	329
		$	(4,159	)	$	329
Totals		$	(23,135	)	$	2,494

Note 10 – Commitments and Contingencies

Management Agreement with ARRM

As discussed in Note 14 “Related Party Transactions,” we are externally managed by ARRM pursuant to a management agreement, (the “Management Agreement”), which was most recently amended on March 5, 2014. The Management Agreement entitles ARRM to receive a management fee payable monthly in arrears in an amount equal to 1/12th of (a) 1.5% of gross equity raised (including our IPO and Private Placement equity) up to $1 billion plus (b) 1.0% of gross equity raised in excess of $1 billion. The cost of repurchased stock and any dividend representing a return of capital for tax purposes will reduce the amount of gross equity raised used to calculate the monthly management fee. We are also obligated to reimburse certain expenses incurred by ARRM and its affiliates. For the quarters ended March 31, 2014 and March 31, 2013 we reimbursed ARRM $84 and $11, respectively, for other expenses incurred on our behalf. ARRM is further entitled to receive a termination fee from us under certain circumstances. The ARRM monthly management fee is not calculated based on the performance of our portfolio. Accordingly, the payment of our monthly management fee may not decline in the event of a decline in our earnings and may cause us to incur losses.

ARRM is also the external manager of ARMOUR Residential REIT, Inc. ("ARMOUR"), a publicly traded REIT, which invests in a leveraged portfolio of Agency Securities. Our executive officers also serve as the executive officers of ARMOUR.

Indemnifications and Litigation

We enter into certain contracts that contain a variety of indemnifications to third parties, principally with ARRM and brokers. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unknown. We have not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the estimated fair value of these agreements is not material. Accordingly, we have no liabilities recorded for these agreements as of March 31, 2014 and December 31, 2013.

We are not party to any pending, threatened or contemplated litigation.

Note 11 – Stock Based Compensation

Stock Incentive Plan

On October 2, 2012, we adopted the 2012 Stock Incentive Plan (the "Plan") to attract, retain and reward directors and other persons who provide services to us in the course of operations (collectively, "Eligible Individuals").

The Plan provides for grants of common stock, restricted shares of common stock, stock options, performance shares, performance units, stock appreciation rights and other equity and cash-based awards (collectively “Awards”), and will be subject

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to a ceiling amount of shares available for issuance under the Plan. Pursuant to the Plan, the maximum number of shares of common stock reserved for the grant of awards thereunder is equal to 3.0% of the total issued and outstanding shares of common stock (on a fully diluted basis) at the time of the grant of the award (other than any shares of common stock issued or subject to awards made pursuant to the Plan).

The Plan allows for the Board to expand the types of awards available under the Plan and determine the maximum number of shares that may underlie these awards in any one year to any Eligible Individual. If an award granted under the Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards.

Awards under the Plan

As of March 31, 2014, there were 360 shares reserved for award under the Plan. No awards have been made to date.

Directors Fees

In the quarter ended March 31, 2014, we began paying a portion of the fees to our Board in shares of common stock. The number of shares issued is determined by dividing the fixed dollar portion of these fees by the closing market price for our stock at the end of each quarter.   

Note 12 – Stockholders’ Equity

Dividends

The following table presents our common stock dividend transactions for the quarter ended March 31, 2014.

Record Date	Payment Date	Rate per common share		Aggregate amount paid to holders of record
January 15, 2014	January 30, 2014	$	0.15	$	1,799
February 14, 2014	February 27, 2014	$	0.15	$	1,799
March 17, 2014	March 28, 2014	$	0.15	$	1,799

Note 13 – Income Taxes

We have elected to be taxed as a REIT under the Code. We will generally not be subject to federal income tax to the extent that we distribute our taxable income to our stockholders and as long as we satisfy the ongoing REIT requirements under the Code including meeting certain asset, income and stock ownership tests.

The following table reconciles our GAAP net income (loss) to estimated REIT taxable income for the quarters ended March 31, 2014 and March 31, 2013.  

	For the Quarters Ended
	March 31, 2014			March 31, 2013
GAAP net income (loss)	$	(1,863	)	$	10,976
Book to tax differences:
Net book to tax differences on Non-Agency Securities and Linked Transactions	(3,696		)	(1,726		)
Gain on sale of Agency Securities	(8,810		)	—
Amortization of deferred hedging gains	145			—
Net premium amortization differences	(628		)	—
Unrealized (gain) loss on derivatives	20,029			(3,444		)
Other	1			2
Estimated taxable income	$	5,178		$	5,808

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JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

The aggregate tax basis of our assets and liabilities was less than our total Stockholders’ Equity at March 31, 2014 by approximately $(33,239), or approximately $(2.77) per share (based on the 11,996 shares then outstanding).

We are required and intend to timely distribute substantially all of our taxable REIT income in order to maintain our REIT status under the Code. Total dividend payments to stockholders were $5,397 for the quarter ended March 31, 2014. Our estimated taxable REIT income available to pay dividends was $5,178 for the quarter ended March 31, 2014. Our taxable REIT income and dividend requirements to maintain our REIT status are determined on an annual basis. Dividends in excess of taxable REIT income for the year (including amounts carried forward from prior years) will generally not be taxable to common stockholders.

Net capital losses realized in 2013 and 2014 will be available to offset future capital gains realized through 2018 and 2019, respectively.

Our management is responsible for determining whether tax positions taken by us are more likely than not to be sustained on their merits. We have no material unrecognized tax benefits or material uncertain tax positions.

Note 14 – Related Party Transactions

We are externally managed by ARRM pursuant to the Management Agreement. All of our executive officers are also employees of ARRM. ARRM manages our day-to-day operations, subject to the direction and oversight of the Board. The Management Agreement expires after an initial term of five years on October 5, 2017 and is thereafter automatically renewed for successive one year terms, unless terminated under certain circumstances. Either party must provide 180 days prior written notice of any such termination.

Under the terms of the Management Agreement, ARRM is responsible for costs incident to the performance of its duties, such as compensation of its employees and various overhead expenses. ARRM is responsible for the following primary roles:

•  Advising us with respect to, arranging for and managing the acquisition, financing, management and disposition of, elements of our investment portfolio;

• Evaluating the duration risk and prepayment risk within the investment portfolio and arranging borrowing and hedging strategies;

• Coordinating capital raising activities;

• Advising us on the formulation and implementation of operating strategies and policies, arranging for the acquisition of assets, monitoring the performance of those assets  and providing administrative and managerial services in connection with our day-to-day operations; and

• Providing executive and administrative personnel, office space and other appropriate services required in rendering management services to us.

In accordance with the Management Agreement, we incurred $912 in management fees to ARRM for the quarter ended March 31, 2014 and $563 in management fees for the quarter ended March 31, 2013.

We are required to take actions as may be reasonably required to permit and enable ARRM to carry out its duties and obligations. We are also responsible for any costs and expenses that ARRM incurred solely on behalf of us other than the various overhead expenses specified in the terms of the Management Agreement. For the quarters ended March 31, 2014 and March 31, 2013, we reimbursed ARRM $84 and $11, respectively, for other expenses incurred on our behalf.

Also, JAVELIN and ARRM entered into a sub-management agreement with SBBC, an entity jointly owned by Daniel C. Staton and Marc H. Bell, each of whom is a member of our board of directors. Pursuant to the sub-management agreement, ARRM is responsible for paying a sub-management fee to SBBC in an amount equal to a monthly retainer of $115 and a sub-management fee of 25% of the net management fee earned by ARRM under the Management Agreement. The sub-management agreement continues in effect until it is terminated in accordance with its terms.

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JAVELIN MORTGAGE INVESTMENT CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(in thousands, except per share amounts)

Note 15 – Interest Rate Risk

Our primary market risk is interest rate risk. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Changes in the general level of interest rates can affect net interest income, which is the difference between the interest income earned and the interest expense incurred in connection with the liabilities, by affecting the spread between the interest-earning assets and interest-bearing liabilities. Changes in the level of interest rates also can affect the value of MBS and our ability to realize gains from the sale of these assets. A decline in the value of the MBS pledged as collateral for borrowings under repurchase agreements could result in the counterparties demanding additional collateral pledges or liquidation of some of the existing collateral to reduce borrowing levels.

Note 16 – Subsequent Events

In April 2014, we entered in to a long term collateral exchange agreement whereby we will receive approximately $50.0 million of U.S. Treasury Securities for two years (declining to $30.0 million for a third year) in exchange for certain of our Non-Agency Securities. Because the U.S. Treasury Securities we received have remaining terms of three months or less at the time we received them, they represent cash equivalents and the exchange agreement is treated as a repurchase financing of the related Non-Agency Securities.

On April 29, 2014, a cash dividend of $0.15 per outstanding common share, or $1,799 in the aggregate, was paid to holders of record on April 15, 2014.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed financial statements and related notes included elsewhere in this report.

References to “we,” “us,” “our,” "JAVELIN" or the “Company” are to JAVELIN Mortgage Investment Corp. References to "ARRM" are to ARMOUR Residential Management LLC, a Delaware limited liability company. Refer to the Glossary of Terms for definitions of capitalized terms and abbreviations used in this report.

Dollar amounts are presented in thousands, except per share amounts or as otherwise noted.

Overview

We are a Maryland corporation formed to invest in and manage a leveraged portfolio of RMBS and mortgage loans. Some of these securities are issued or guaranteed by a U.S. GSE, such as Fannie Mae, Freddie Mac, or guaranteed by Ginnie Mae (collectively, Agency Securities), while other securities are backed by residential and/or commercial mortgages, for which the payment of principal and interest is not guaranteed by a GSE or government agency (collectively, Non-Agency Securities and, together with Agency Securities, MBS). We also may invest in collateralized CMBS and other mortgage related investments, including mortgage loans, mortgage related derivatives and mortgage servicing rights. From time to time, a portion of our assets may be invested in unsecured notes and bonds issued by GSEs, U.S. Treasuries and money market instruments, subject to certain income tests we must satisfy for our qualification as a REIT. Our charter permits us to invest in Agency Securities and Non-Agency Securities. As of March 31, 2014, investments in Agency Securities accounted for 89.3% of our MBS portfolio and 80.7% of our total MBS portfolio inclusive of the Non-Agency Securities underlying our Linked Transactions. As of March 31, 2014, investments in Non-Agency Securities accounted for 10.7% of our MBS portfolio and 19.3% of our total MBS portfolio inclusive of the Non-Agency Securities underlying our Linked Transactions (see Note 7 to the condensed financial statements). As of December 31, 2013, investments in Agency Securities accounted for 84.8% of our MBS portfolio and 73.8% of our total MBS portfolio inclusive of the Non-Agency Securities underlying our Linked Transactions. As of December 31, 2013 investments in Non-Agency Securities accounted for 15.2% of our MBS portfolio and 26.2% of our total MBS portfolio inclusive of the Non-Agency Securities underlying our Linked Transactions (see Note 7 to the condensed financial statements).

We are externally managed by ARRM, pursuant to the Management Agreement, which was most recently amended on March 5, 2014. ARRM is an investment advisor registered with the SEC. ARRM is also the external manager of ARMOUR, a publicly traded REIT, which invests in and manages a leveraged portfolio of Agency Securities. Our executive officers also serve as the executive officers of ARMOUR.

We seek attractive long-term investment returns by investing our equity capital and borrowed funds in our targeted asset classes. We earn returns on the spread between the yield on our assets and our costs, including the cost of the funds we borrow, after giving effect to our hedges. We identify and acquire our target assets, finance our acquisitions with borrowings under a series of short-term repurchase agreements at the most competitive interest rates available to us and then cost-effectively hedge our interest rate and other risks based on our entire portfolio of assets, liabilities and derivatives and our management’s view of the market.  Successful implementation of this approach requires us to address interest rate risk, maintain adequate liquidity and effectively hedge interest rate risks.  We believe that the residential mortgage market will undergo significant changes in the coming years as the role of GSEs, such as Fannie Mae and Freddie Mac, is diminished, which we expect will create attractive investment opportunities for us. We execute our business plan in a manner consistent with our intention of qualifying as a REIT under the Code and avoiding regulation as an investment company under the 1940 Act.

We have elected to be taxed as a REIT under the Code. We will generally not be subject to federal income tax to the extent that we distribute our taxable income to our stockholders and as long as we satisfy the ongoing REIT requirements under the Code including meeting certain asset, income and stock ownership tests.

28

Factors that Affect our Results of Operations and Financial Condition

Our results of operations and financial condition are affected by various factors, many of which are beyond our control, including, among other things, our net interest spread, the market value of our target assets and the supply of and demand for such assets. We invest in financial assets and markets. Recent events, such as those discussed below, may affect our business in ways that are difficult to predict. Our net interest income varies primarily as a result of changes in interest rates, borrowing costs and prepayment speeds, the behavior of which involves various risks and uncertainties. We invest across the spectrum of mortgage investments, from Agency Securities, for which the principal and interest payments are guaranteed by a GSE, to Non-Agency Securities, non-prime mortgage loans and unrated equity tranches of CMBS. As such, we expect our investments to be subject to risks arising from delinquencies and foreclosures, thereby exposing our investment portfolio to potential losses.  We are exposed to changing credit spreads which could result in declines in the fair value of our investments. We believe ARRM’s in-depth investment expertise across multiple sectors of the mortgage market, prudent asset selection and our hedging strategy enable us to minimize our credit losses, our market value losses and financing costs.  Prepayment rates, as reflected by the rate of principal pay downs, and interest rates vary according to the type of investment, conditions in financial markets, government actions, competition and other factors, none of which can be predicted with any certainty. In general, as prepayment rates on our target assets purchased at a premium increase, related purchase premium amortization will increase, thereby reducing the net yield on such assets.  Because changes in interest rates may significantly affect our activities, our operating results depend, in large part, upon our ability to manage interest rate risks and prepayment risks effectively while maintaining our status as a REIT.

For any period during which changes in the interest rates earned on our target assets do not coincide with interest rate changes on our borrowings, such assets will tend to reprice more slowly than the corresponding liabilities. Consequently, changes in interest rates, particularly short-term interest rates, may significantly influence our net interest income. Interest rate increases tend to decrease our net interest income and the market value of our target assets and therefore, our book value.  Such rate increases could possibly result in operating losses or adversely affect our ability to make distributions to our stockholders.

Prepayments on our target assets are influenced by changes in market interest rates and a variety of economic and geographic factors, policy decisions by regulators, as well as other factors beyond our control. Consequently, prepayment rates cannot be predicted with certainty.  To the extent we hold assets acquired at a premium or discount to par, or face value, changes in prepayment rates may impact our anticipated yield.  In periods of declining interest rates, prepayments on our target assets increase. If we are unable to reinvest the proceeds of such prepayments at comparable yields, our net interest income may decline. The recent climate of government intervention in the housing finance markets significantly increases the risk associated with prepayments.

While we use strategies to economically hedge some of our interest rate risk, we do not hedge all of our exposure to changes in interest rates and prepayment rates, as there are practical limitations on our ability to insulate our MBS portfolio from all potential negative consequences associated with changes in short-term interest rates in a manner that allows us to seek attractive net spreads on our MBS portfolio. Also, since we have not elected to use cash flow hedge accounting, earnings reported in accordance with GAAP will fluctuate even in situations where our derivatives are operating as intended. As a result of this mark-to-market accounting treatment, our results of operations are likely to fluctuate far more than if we were to designate our derivative activities as cash flow hedges. Comparisons with companies that use cash flow hedge accounting for all or part of their derivative activities may not be meaningful. For these and other reasons more fully described under the section captioned “Derivative Instruments” below, no assurance can be given that our derivatives will have the desired beneficial impact on our results of operations or financial condition.

In addition to the use of derivatives to hedge interest rate risk, a variety of other factors relating to our business may also impact our financial condition and operating performance; these factors include,

• our degree of leverage;

• our access to funding and borrowing capacity;

• the REIT requirements under the Code;

• the requirements to qualify for an exclusion under the 1940 Act and other regulatory and accounting policies related to our business.

29

Our Manager

We are externally managed by ARRM, pursuant to the Management Agreement. All of our executive officers are also employees of ARRM (see Note 14 to the condensed financial statements). ARRM manages our day-to-day operations, subject to the direction and oversight of the Board. The Management Agreement expires after an initial term of five years on October 5, 2017 and is thereafter automatically renewed for additional one-year terms unless terminated under certain circumstances. Either party must provide 180 days prior written notice of any such termination. ARRM is further entitled to receive a termination fee from us under certain circumstances.

Pursuant to the Management Agreement, ARRM is entitled to receive a management fee payable monthly in arrears in an amount equal to 1/12th of (a) 1.5% of gross equity raised (including equity from our initial public offering and concurrent private placement) up to $1.0 billion, plus (b) 1.0% of gross equity raised in excess of $1.0 billion. The cost of repurchased stock and any dividend representing a return of capital for tax purposes will reduce the amount of gross equity raised used to calculate the monthly management fee. ARRM is entitled to receive a monthly management fee regardless of the performance of our MBS portfolio. Accordingly, the payment of our monthly management fee may not decline in the event of a decline in our earnings and may cause us to incur losses. For the quarters ended March 31, 2014 and March 31, 2013 we incurred $912 and $563 in management fees, respectively.

We are required to take actions as may be reasonably required to permit and enable ARRM to carry out its duties and obligations. We are responsible for any costs and expenses that ARRM incurs solely on our behalf other than various overhead expenses specified in the terms of the Management Agreement. For the quarters ended March 31, 2014 and March 31, 2013, we reimbursed ARRM $84 and $11, respectively, for other expenses incurred on our behalf.

Also, JAVELIN and ARRM entered into a sub-management agreement with SBBC, an entity jointly owned by Daniel C. Staton and Marc H. Bell, each of whom is a member of our board of directors. Pursuant to the sub-management agreement, ARRM is responsible for paying a sub-management fee to SBBC in an amount equal to a monthly retainer of $115 and a sub-management fee of 25% of the net management fee earned by ARRM under the Management Agreement. The sub-management agreement continues in effect until it is terminated in accordance with its terms.

Market and Interest Rate Trends and the Effect on our MBS Portfolio

Developments at Fannie Mae and Freddie Mac

Payments of principal and interest on the Agency Securities in which we invest are guaranteed by Fannie Mae and Freddie Mac.  Because of the guarantee and the underwriting standards associated with mortgages underlying Agency Securities, Agency Securities historically have had high stability in value and been considered to present low credit risk.  

In February 2011, the U.S. Treasury along with the U.S. Department of Housing and Urban Development released a report entitled, “Reforming America’s Housing Finance Market” to the U.S. Congress outlining recommendations for reforming the U.S. housing system, specifically Fannie Mae and Freddie Mac and transforming the U.S. Government’s involvement in the housing market. It is unclear how future legislation may impact the housing finance market and the investing environment for Agency Securities as the method of reform is undecided and has not yet been defined by the regulators. Without U.S. Government support for residential mortgages, we may not be able to execute our current business model in an efficient manner.

In March 2011, the U.S. Treasury announced that it would begin the orderly wind down of Agency Securities it had purchased from Fannie Mae, Freddie Mac and Ginnie Mae to stabilize the housing market, with sales up to $10.0 billion per month, subject to market conditions.  We are unable to predict the timing or manner in which the U.S. Treasury or the Fed will liquidate their holdings or make further interventions in the Agency Securities markets, or what impact, if any, such action could have on the Agency Securities market, the Agency Securities we hold, our business, results of operations and financial condition.

On June 25, 2013, a bipartisan group of U.S. senators introduced a draft bill titled, "Housing Finance Reform and Taxpayer Protection Act of 2013" to the U.S. Senate, which would wind down Fannie Mae and Freddie Mac over a period of five years and replace the public securitization market used by the GSEs with a public-private alternative market. On July 11, 2013, members of the U.S. House Committee on Financial Services introduced a similar draft bill titled, "Protecting American Taxpayers and Homeowners Act" to the U.S. House of Representatives. While distinguishable in some respects from the Senate version, the House bill would also eliminate Fannie Mae and Freddie Mac and seek to increase the opportunities for private capital to participate in, and consequently bear the risk of loss in connection with, government-guaranteed MBS.

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In March 2014, a bipartisan group of U.S. senators led by members of the U.S. Senate Banking Committee announced that they had agreed on a bill to overhaul the nation’s housing finance system and eliminate Fannie Mae and Freddie Mac. The bill would replace Fannie Mae and Freddie Mac with a new federal regulator, called the Federal Mortgage Insurance Corporation, to provide guarantees for government mortgages and regulate the system. As the insurer of last resort, the Federal Mortgage Insurance Corporation would require 10% in private capital reserves. The guarantee, provided for a fee equivalent to 0.1% interest, would not kick in until the private reserves were exhausted. The bill would also set a minimum down payment of 5% for home buyers, except for first-time home buyers, who would instead be required to put down 3.5% for the mortgage to qualify for the guarantee.

The passage of any new legislation affecting Fannie Mae and Freddie Mac may create market uncertainty and reduce the actual or perceived credit quality of securities issued or guaranteed by the U.S. Government through a new or existing successor entity to Fannie Mae and Freddie Mac. If Fannie Mae and Freddie Mac were reformed or wound down, it is unclear what effect, if any, this would have on the value of the existing Fannie Mae and Freddie Mac Agency Securities. It is also possible that the above-referenced proposed legislation, if made law, could adversely impact the market for securities issued or guaranteed by the U.S. Government and the spreads at which they trade. The foregoing could materially adversely affect the pricing, supply, liquidity and value of the Agency Securities in which we invest and otherwise materially adversely affect our business, operations and financial condition.

We cannot predict whether or when new actions may occur, the timing and pace of current actions already implemented, or what impact if any, such actions, or future actions, could have on our business, results of operations and financial condition.

U.S. Government Mortgage Related Securities Market Intervention

In September 2012, the Fed announced QE3 to purchase an additional $40.0 billion of Agency Securities per month until the unemployment rate and other economic indicators improved. QE3 plus its existing investment programs grew the Fed’s U.S. Treasury Securities and Agency Securities holdings by approximately $85.0 billion per month at least through the end of 2013.

At its January 29, 2014 and March 19, 2014 meetings, the Fed decided to trim its monthly Agency Securities purchases to $30.0 billion for February and March 2014, and $25.0 billion for April 2014, respectively, down from $40.0 billion in 2013. Longer term U.S. Treasury Securities purchases were trimmed at a pace of $35.0 billion for February and March 2014, and $30.0 billion for April 2014, respectively, down from $45.0 billion in 2013. These actions were to keep in place the Fed's highly accommodative stance of monetary policy. As part of that policy, the Fed announced at its March 2014 meeting that it would keep the target range for the Federal Funds Rate between 0.0% and 0.25% toward its objectives of achieving maximum employment and curbing inflation to 2%.

Reduced purchase levels by the Fed may result in lower overall demand and therefore lower prices for Agency Securities. Lower Agency Securities prices will reduce our book value and the amounts that we can borrow under repurchase agreements.

Financial Regulatory Reform Bill and Other Government Activity

We believe that we conduct our business in a manner that allows us to avoid being regulated as an investment company pursuant to the exclusion provided by Section 3(c)(5)(C) of the 1940 Act for entities that are primarily engaged in the business of purchasing or otherwise acquiring “mortgages and other liens on and interests in real estate.” On August 31, 2011, the SEC issued a concept release (No. IC-29778; File No. SW7-34-11, Companies Engaged in the Business of Acquiring Mortgages and Mortgage Related Instruments) pursuant to which it is reviewing whether certain companies that invest in MBS and rely on the exclusion from registration under Section 3(c)(5)(C) of the 1940 Act (such as us) should continue to be allowed to rely on such exclusion from registration. If we fail to continue to qualify for this exclusion from registration as an investment company, or the SEC determines that companies that invest in MBS are no longer able to rely on this exclusion, our ability to use leverage would be substantially reduced and we would be unable to conduct our business as planned, or we may be required to register as an investment company under the 1940 Act, either of which could negatively affect the value of shares of our stock and our ability to make distributions to our stockholders.

Certain programs initiated by the U.S. Government, through the FHFA and FDIC, to provide homeowners with assistance in avoiding residential mortgage loan foreclosures are currently in effect. The programs may involve, among other things, the modification of mortgage loans to reduce the principal amount of the loans or the rate of interest payable on the loans, or to extend the payment terms of the loans. While the effect of these programs has not been as extensive as originally expected, the effect of such programs for holders of Agency Securities could be that such holders would experience changes in the anticipated yields of their Agency Securities due to (i) increased prepayment rates and/or (ii) lower interest and principal payments.

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In March 2009, the HAMP was introduced to provide homeowners with assistance in avoiding residential mortgage loan foreclosures. HAMP is designed to help at risk homeowners, both those who are in default and those who are at imminent risk of default, by providing the borrower with affordable and sustainable monthly payments.

On July 21, 2010, President Obama signed the Dodd-Frank Act into law. The Dodd-Frank Act is extensive, complicated and comprehensive legislation that impacts practically all aspects of banking, and a significant overhaul of many aspects of the regulation of the financial services industry. Although many provisions remain subject to further rulemaking, the Dodd-Frank Act implements numerous and far-reaching changes that affect financial companies, including our company, and other banks and institutions which are important to our business model. Certain notable rules are, among other things:

• requiring regulation and oversight of large, systemically important financial institutions by establishing an interagency council on systemic risk and implementation of heightened prudential standards and regulation by the Board of Governors of the Fed for systemically important financial institutions (including nonbank financial companies), as well as the implementation of the FDIC resolution procedures for liquidation of large financial companies to avoid market disruption;

• applying the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies, savings and loan holding companies and systemically important nonbank financial companies;

• limiting the Fed’s emergency authority to lend to nondepository institutions to facilities with broad-based eligibility, and authorizing the FDIC to establish an emergency financial stabilization fund for solvent depository institutions and their holding companies, subject to the approval of Congress, the Secretary of the U.S. Treasury and the Fed;

• creating regimes for regulation of over-the-counter derivatives and non-admitted property and casualty insurers and reinsurers;

• implementing regulation of hedge fund and private equity advisers by requiring such advisers to register with the SEC;

• providing for the implementation of corporate governance provisions for all public companies concerning proxy access and executive compensation;

• reforming regulation of credit rating agencies.

Many of the provisions of the Dodd-Frank Act, including certain provisions described above are subject to further study, rulemaking, and the discretion of regulatory bodies. As the hundreds of regulations called for by the Dodd-Frank Act are promulgated, we will continue to evaluate the impact of any such regulations. It is unclear how this legislation may impact the borrowing environment, investing environment for Agency Securities and interest rate swap contracts as much of the bill’s implementation has not yet been defined by the regulators.

In addition, in 2010, the Group of Governors and Heads of Supervisors of the Basel Committee on Banking Supervision, the oversight body of the Basel Committee, published Basel III. Under these standards, when fully phased in on January 1, 2019, banking institutions will be required to maintain heightened Tier 1 common equity, Tier 1 capital and total capital ratios, as well as maintaining a “capital conservation buffer.” Beginning with the Tier 1 common equity and Tier 1 capital ratio requirements, Basel III will be phased in incrementally between January 1, 2013 and January 1, 2019. The final package of Basel III reforms were approved by the Group of Twenty Finance Ministers and Central Bank Governors in November 2010 and are subject to individual adoption by member nations, including the U.S.

In October 2011, the Federal Housing Finance Agency announced changes to HARP to expand access to refinancing for qualified individuals and families whose homes have lost value, including increasing the HARP loan to value ratio above 125%. However, this would only apply to mortgages guaranteed by the GSEs. There are many challenging issues to this proposal, notably the question as to whether a loan with a loan to value ratio of 125% qualifies as a mortgage or an unsecured consumer loan. The chances of this initiative’s success have created additional uncertainty in the Agency Securities market, particularly with respect to possible increases in prepayment rates.

On January 4, 2012, the Fed issued a white paper outlining additional ideas with regard to refinancings and loan modifications. It is likely that loan modifications would result in increased prepayments on some Agency Securities. These loan modification programs, as well as future legislative or regulatory actions, including amendments to the bankruptcy laws, that result in the modification of outstanding mortgage loans may adversely affect the value of, and the returns on, the Agency Securities in which we invest.

In an effort to continue to provide meaningful solutions to the housing crisis, effective June 1, 2012, the Obama administration expanded the population of homeowners that may be eligible for HAMP.

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On September 28, 2012, the FSA released the Wheatley Review. Some of our derivative positions use various maturities of U.S. dollar LIBOR. Our borrowings in the repurchase market have also historically tracked these LIBOR rates. The Wheatley Review found, among other things, that potential conflicts of interests coupled with insufficient oversight and accountability resulted in some reported LIBOR rates that did not reflect the true cost of inter-bank borrowings they were meant to represent.

The Wheatley Review also proposes a number of remedial actions, including;

• New statutory authority for the FSA to supervise and regulate the LIBOR setting process;

• Establishing a new independent oversight body to administer the LIBOR setting process;

• Eliminating LIBOR rates for certain currencies and maturities where markets are not sufficiently deep and liquid;

• Ceasing immediate reporting of rates submitted by individual participating banks; and

• Establishing controls to ensure that submitted rates represent actual transactions.

In April 2013, all the recommendations of the Wheatley Review came into force through the Financial Services Act of 2012. In this new regulatory framework, the FCA and the PRA have replaced the FSA, the Bank of England has overall responsibility for financial stability, and a new FPC was created to assist the Bank in achieving its financial stability objective. Additionally, in September 2013, the European Commission proposed draft legislation that will enhance the robustness and reliability of benchmarks like LIBOR, facilitate the prevention and detection of their manipulation and clarify responsibility for and the supervision of benchmarks.

Our derivative and repurchase borrowings are conducted in U.S. dollars for maturities with historically deep and liquid markets. To date, implementation of the Wheatley Review recommendations have not had a material impact on the reported levels of LIBOR rates relevant to our derivative or repurchase borrowings.

On July 2, 2013, the Fed, in coordination with the FDIC and the OCC, approved a final rule that enhances bank regulatory capital requirements and implements certain elements of the Basel III capital reforms in the U.S. On July 9, 2013, the OCC approved the final rule and the FDIC approved the final rule as an interim rule. The final rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets that will apply to all supervised U.S. financial institutions. The final rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all U.S. banking organizations. The final rule will continue to apply existing risk-based capital standards with respect to residential loans, including a 50% risk weight for safely underwritten first-lien mortgages that are not past due. "Advanced approaches banking organizations," those with $250 billion or more in total consolidated assets or $10.0 billion or more in foreign exposures, were required to comply with the final rule starting on January 1, 2014. Other banking organizations will be required to comply with the final rule starting January 1, 2015.

On July 9, 2013, the Fed, the FDIC, and the OCC proposed a rule to change the leverage ratio standards for the largest U.S. banking organizations. Under the proposed rule, bank-holding companies with more than $700 billion in consolidated total assets or $10 trillion in assets under custody would be required to maintain a Tier 1 capital leverage buffer of at least 5%, which is 2% above the minimum supplementary leverage ratio requirement of 3% adopted by these three agencies in their Basel III capital reform rules on July 2, 2013. In addition to the leverage buffer, the proposed rule would require insured depository institutions of such large bank-holding companies to meet a 6% supplementary leverage ratio to be considered "well capitalized." The proposed rule would apply starting January 1, 2018. Adoption of these rules may increase cost and reduce availability of repurchase funding provided by institutions subject to the rules.

Credit Market Disruption and Current Conditions

The residential housing and mortgage markets in the U.S. have experienced a variety of difficulties and changed economic conditions including loan defaults, credit losses and decreased liquidity. These conditions have resulted in volatility in the value of the MBS we purchase and an increase in the average collateral requirements under our repurchase agreements we have obtained. While these markets have recovered significantly, further increased volatility and deterioration in the broader residential mortgage and RMBS markets may adversely affect the performance and market value of the Agency Securities and other high quality RMBS.

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Short-term Interest Rates and Funding Costs

In December 2008, the Fed stated that it was adopting a policy of “quantitative easing” and would target keeping the Federal Funds Rate between 0.00% and 0.25%. To date, the Fed has maintained that target range. Our funding costs, which traditionally have tracked the 30-day LIBOR have generally benefited by this easing of monetary policy, although to a somewhat lesser extent. Because of continued uncertainty in the credit markets and U.S. economic conditions, we expect that interest rates are likely to experience continued volatility, which will likely affect our financial results since our cost of funds is largely dependent on short-term rates.

Historically, 30-day LIBOR has closely tracked movements in the Federal Funds Rate and the Effective Federal Funds Rate. The Effective Federal Funds Rate can differ from the Federal Funds Rate in that the Effective index represents the volume weighted average of interest rates at which depository institutions lend balances at the Fed to other depository institutions overnight (actual transactions, rather than target rate).

 Our borrowings in the repurchase market have also historically closely tracked the Federal Funds Rate and LIBOR. Traditionally, a lower Federal Funds rate has indicated a time of increased net interest margin and higher asset values.  However, for the past several years, LIBOR and repurchase market rates have varied greatly, and often have been significantly higher than the target Federal Funds Rate. The difference between 30-day LIBOR and the Federal Funds rate has also been quite volatile, with the spread alternately returning to more normal levels and then widening out again. The continued volatility in these rates and divergence from the historical relationship among these rates could negatively impact our ability to manage our MBS portfolio.  If this were to occur, our net interest margin and the value of our MBS portfolio might suffer as a result.

The following graph shows 30-day LIBOR as compared to the Effective Federal Funds Rate for the twelve month period from March 31, 2013 through March 31, 2014.

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Results of Operations

Net Income (Loss) Summary

Our primary source of income is the interest income we earn on our MBS portfolio. Our net income (loss) for the quarters ended March 31, 2014 and March 31, 2013 was $(1,863) and $10,976, respectively. The main factors for the difference between the quarter ended 2013 to the corresponding period in 2014, were the changes in value from our derivatives and increased management fees, which were partially offset by gains on the sale of Agency Securities (which gains represent partial recovery of write-downs recorded in the fourth quarter of 2013).

As of March 31, 2014 and December 31, 2013, our Agency Securities were carried at a net premium to par value with a weighted average amortized cost of 104.23% and 100.01%, respectively, because the average interest rates on these securities are higher than prevailing market rates. As of March 31, 2014 and December 31, 2013, our Non-Agency Securities were carried at a net discount to par value with a weighted average amortized cost of 86.5% and 86.71%, respectively, because the average interest rates on these securities are lower than prevailing market rates.

The following table presents the components of the yield earned on our MBS portfolio and Linked Transactions for the quarterly periods presented. See Note 7 to the condensed financial statements for additional discussion of Linked Transactions.

MBS	Asset Yield		Cost of Funds		Net Interest Margin		Interest  Expense on Repurchase Agreements
Agency Securities:
March 31, 2014	3.36	%	1.56	%	1.80	%	0.39	%
December 31, 2013	3.02	%	1.39	%	1.63	%	0.42	%
September 30, 2013	2.79	%	1.11	%	1.68	%	0.41	%
June 30, 2013	2.76	%	0.99	%	1.77	%	0.42	%
March 31, 2013	2.74	%	0.84	%	1.90	%	0.46	%
Non-Agency Securities (including Linked Transactions):
March 31, 2014	4.79	%	2.10	%	2.69	%	1.56	%
December 31, 2013	4.48	%	2.38	%	2.10	%	1.61	%
September 30, 2013	4.40	%	2.07	%	2.33	%	1.59	%
June 30, 2013	4.50	%	2.39	%	2.11	%	2.06	%
March 31, 2013	4.61	%	2.06	%	2.55	%	2.06	%
Total portfolio:
March 31, 2014	3.71	%	1.67	%	2.04	%	0.62	%
December 31, 2013	3.33	%	1.55	%	1.78	%	0.62	%
September 30, 2013	3.04	%	1.21	%	1.83	%	0.54	%
June 30, 2013	2.95	%	1.09	%	1.86	%	0.53	%
March 31, 2013	2.99	%	0.95	%	2.04	%	0.61	%

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The yield on our assets is most significantly affected by the rate of repayments on our Agency Securities. The following graph shows the annualized CPR for the quarterly periods presented.

During the quarters ended March 31, 2014 and March 31, 2013, we realized losses of $(3,106) and $(950), respectively, related to our derivatives. We decreased our total interest rate swap contracts aggregate notional balance from $801,300 at December 31, 2013 to $801,250 at March 31, 2014. At March 31, 2014 and December 31, 2013, our interest rate swap contracts had a weighted average swap rate of 1.67% and 1.70%, respectively and a weighted average term of 100 months and 103 months, respectively. Our total interest rate swaptions aggregate notional balance remained $750,000 at March 31, 2014 from December 31, 2013. Our swaptions had an underlying weighted average swap rate of 2.73% and 2.70%, respectively and a weighted average term of 6 months and 9 months, respectively at March 31, 2014 and December 31, 2013. Unrealized gains (losses) on derivatives totaled $(20,029) and $3,444, respectively for the quarters ended March 31, 2014 and March 31, 2013. The losses for the quarter ended March 31, 2014 were primarily the result of the decline in the benchmark 10 year U.S. Treasury interest rate, resulting in unrealized (losses) of $(20,965) on our interest rate swap contracts with original tenors of 10 years.

Net Interest Income

Our net interest income for the quarters ended March 31, 2014 and March 31, 2013 was $9,305 and $7,277, respectively. Net interest income reflects any increase to the portfolio during the quarter. As of March 31, 2014, our MBS portfolio consisted of $1,187,467 current face amount of Agency Securities and $142,409 current face amount of Non-Agency Securities compared to $801,777 current face amount of Agency Securities and $143,399 current face amount of Non-Agency Securities as of December 31, 2013.

Gains and Losses on Sale of MBS

During the quarter ended March 31, 2014, we sold $743.6 million of Agency Securities to reposition our portfolio, which resulted in realized gains of $8.8 million. During the quarter ended March 31, 2013, we did not sell any Agency Securities.

Other Than Temporary Impairment of Agency Securities

We evaluated our Agency Securities with unrealized losses as of March 31, 2014, March 31, 2013 and December 31, 2013, to determine whether there was an other than temporary impairment. The decline in value of our Agency Securities in 2013

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was solely due to market conditions and not the credit quality of the assets. All of our Agency Securities are issued and guaranteed by GSEs. The GSEs have a long term credit rating of AA+. As of those dates, we also considered whether we intended to sell Agency Securities and whether it was more likely than not that we could meet our liquidity requirements and contractual obligations without selling Agency Securities. There was no other than temporary impairment for the quarters ended March 31, 2014 and March 31, 2013. In December 31, 2013, anticipating portfolio repositioning sales in the first quarter of 2014, we concluded that the December 31, 2013 unrealized losses on our 25-year and 30-year fixed rate Agency Securities represented an other than temporary impairment. Accordingly, at December 31, 2013, we recognized losses totaling $(44,300) in our 2013 statements of operations, thereby establishing a new cost basis for Agency Securities with aggregate fair value of $744,600 as of December 31, 2013. We also determined that at December 31, 2013, there was no other than temporary impairment of our other Agency Securities, which are primarily 20-year and 15-year fixed rate securities. 

Comprehensive Loss

Comprehensive loss includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. During the quarters ended March 31, 2014 and March 31, 2013, other comprehensive loss totaled $(3,512) and $(15,840), respectively, reflecting net unrealized gains or losses on available for sale Agency Securities net of amounts reclassified upon sale. The 2013 other comprehensive loss resulted from significant price declines in our Agency Securities. The loss in 2014 resulted primarily from the reclassification adjustment for the realized gains on the sale of Agency Securities.

Expenses

Our total expenses for the quarters March 31, 2014 and March 31, 2013, were $2,103 and $1,003, respectively. The increase in expenses from year to year is primarily due to two factors. The first factor is due to increased management fees. Our total management fee expense for the quarters ended March 31, 2014 and March 31, 2013 were $912 and $563, respectively. Management fees are determined based on gross equity raised. Therefore, our management fee increases when we raise capital and declines when we repurchase previously issued stock. The second factor is an increase in professional fees and operating costs due to our increased MBS portfolio.

Taxable Income

We have elected to be taxed as a REIT under the Code. We will generally not be subject to federal income tax to the extent that we distribute our taxable income to our stockholders and as long as we satisfy the ongoing REIT requirements under the Code including meeting certain asset, income and stock ownership tests.

The following table reconciles our GAAP net income (loss) to estimated REIT taxable income for the quarters ended March 31, 2014 and March 31, 2013.

	For the Quarters Ended
	March 31, 2014			March 31, 2013
GAAP net income (loss)	$	(1,863	)	$	10,976
Book to tax differences:
Net book to tax differences on Non-Agency Securities and Linked Transactions	(3,696		)	(1,726		)
Gain on sale of Agency Securities	(8,810		)	—
Amortization of deferred hedging gains	145			—
Net premium amortization differences	(628		)	—
Unrealized (gain) loss on derivatives	20,029			(3,444		)
Other	1			2
Estimated taxable income	$	5,178		$	5,808

The aggregate tax basis of our assets and liabilities was less than our total Stockholders’ Equity at March 31, 2014 by approximately $(33,239), or approximately $(2.77) per share (based on the 11,996 shares then outstanding).

We are required and intend to timely distribute substantially all of our taxable REIT income in order to maintain our REIT status under the Code. Total dividend payments to stockholders were $5,397 for the quarter ended March 31, 2014. Our estimated taxable REIT income available to pay dividends was $5,178 for the quarter ended March 31, 2014. Our taxable REIT

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income and dividend requirements to maintain our REIT status are determined on an annual basis. Dividends in excess of taxable REIT income for the year (including amounts carried forward from prior years) will generally not be taxable to common stockholders.

Net capital losses realized in 2013 and 2014 will be available to offset future capital gains realized through 2018 and 2019, respectively.

Our management is responsible for determining whether tax positions taken by us are more likely than not to be sustained on their merits. We have no material unrecognized tax benefits or material uncertain tax positions.

Financial Condition

Agency Securities

We typically purchase Agency Securities at premium prices. The premium price paid over par value on those assets is expensed as the underlying mortgages experience repayment or prepayment. The lower the constant prepayment rate, the lower the amount of amortization expense for a particular period. Accordingly, the yield on an asset and earnings are higher. If prepayment rates increase, the amount of amortization expense for a particular period will go up. These increased prepayment rates would act to decrease the yield on an asset and would decrease earnings.

The tables below summarize certain characteristics of our Agency Securities as of March 31, 2014 and December 31, 2013.

March 31, 2014

Asset Type	Principal Amount		Fair Value		Weighted Average Coupon		CPR (1)		Weighted Average Month to Reset or Maturity	% of Total Agency Securities
Multi-Family MBS	$	28,880	$	29,664	3.55	%	0.00	%	118	2.52	%
15 Year Fixed	1,069,054		1,108,949		3.21	%	2.90	%	174	93.31	%
20 Year Fixed	47,724		48,854		3.45	%	1.91	%	210	4.17	%
Total or Weighted Average	$	1,145,658	$	1,187,467	3.22	%	2.82	%	174	100.00	%

(1) Weighted average for all prepayments during the quarter ended March 31, 2014 including prepayments related to Agency Securities purchased or sold during the quarter.

December 31, 2013

Asset Type	Principal Amount		Fair Value		Weighted Average Coupon		CPR (1)		Weighted Average Month to Reset or Maturity	% of Total Agency Securities
15 Year Fixed	$	27,676	$	28,279	3.00	%	7.48	%	159	3.44	%
20 Year Fixed	29,177		28,888		3.08	%	0.76	%	224	3.63	%
25 Year Fixed	53,877		52,944		3.37	%	9.62	%	277	6.69	%
30 Year Fixed	694,135		691,666		3.53	%	3.58	%	349	86.24	%
Total or Weighted Average	$	804,865	$	801,777	3.48	%	4.01	%	333	100.00	%

(1) Weighted average for all prepayments during the quarter ended December 31, 2013, including prepayments related to Agency Securities purchased or sold during the quarter.

As of March 31, 2014, we had investment related receivables of $358,456 with respect to unsettled sales of Agency Securities and investment related payables of $312,447 with respect to unsettled purchases of Agency Securities. All investment related receivables and payables at March 31, 2014 were settled in April 2014. We did not have any investment related receivables or payables as of December 31, 2013.

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Our net interest income (loss) is primarily a function of the difference between the yield on our assets and the financing cost of owning those assets. Since we tend to purchase Agency Securities at a premium to par, the main item that can affect the yield on our Agency Securities after they are purchased is the rate at which the mortgage borrowers repay the loan. While the scheduled repayments, which are the principal portion of the homeowners’ regular monthly payments, are fairly predictable, the unscheduled repayments, which are generally refinancing of the mortgage but can also result from repurchases of delinquent, defaulted, or modified loans, are less so. Being able to accurately estimate and manage these repayment rates is a critical portion of the management of our MBS portfolio, not only for estimating current yield but also for considering the rate of reinvestment of those proceeds into new securities, the yields which those new securities may add to our MBS portfolio and our hedging strategy.

Non-Agency Securities and Linked Transactions

We purchase Non-Agency Securities at prices which incorporate our expectations for prepayment speeds, defaults, delinquencies and severities. These expectations determine the yields we receive on our assets. If actual prepayment speeds, defaults, delinquencies and severities are different from our expectations, our actual yields could be higher or lower.

The table below summarizes certain characteristics of our Non-Agency Securities (including those underlying Linked Transactions) as of March 31, 2014 and December 31, 2013.

March 31, 2014

Asset Type	Principal Amount		Market Value		Weighted Average Coupon		Weighted Average Month to Maturity	% of Total Agency Securities
Prime Fixed	$	176,957	$	164,524	3.75	%	332	54.93	%
Prime Hybrid	20,534		16,718		3.23	%	273	6.37	%
Prime Floater	3,250		3,542		5.12	%	346	1.01	%
Alt-A Fixed	110,574		90,766		5.91	%	280	34.32	%
Alt-A Hybrid	10,859		9,025		2.54	%	262	3.37	%
Total or Weighted Average	$	322,174	$	284,575	4.39	%	310	100.00	%

As of March 31, 2014, our overall investment in Non-Agency Securities (including those underlying Linked Transactions) represents 19.3% of our total investment in MBS.

December 31, 2013

Asset Type	Principal Amount		Market Value		Weighted Average Coupon		Weighted Average Month to Maturity	% of Total Agency Securities
Prime Fixed	$	179,566	$	164,471	3.77	%	335	54.80	%
Prime Hybrid	21,253		17,066		3.36	%	276	6.50	%
Prime Floater	2,000		2,117		5.41	%	348	0.61	%
Alt-A Fixed	113,744		91,572		5.90	%	283	34.71	%
Alt-A Hybrid	11,090		9,118		2.59	%	265	3.38	%
Total/Weighted Average	$	327,653	$	284,344	4.41	%	313	100.00	%

As of December 31, 2013, our overall investment in Non-Agency Securities (including those underlying Linked Transactions) represents 26.2% of our total investment in MBS.

Liabilities

We have entered into repurchase agreements to finance most of our MBS. Our repurchase agreements are secured by our MBS and bear interest at rates that have historically moved in close relationship to the Federal Funds Rate and LIBOR. We have established borrowing relationships with several investment banking firms and other lenders, 22 of which we had done repurchase trades with as of March 31, 2014 and 20 of which we had done repurchase trades with as of December 31, 2013. We had outstanding balances under our repurchase agreements of $1,275,793 and $839,405 as of March 31, 2014 and December 31, 2013, respectively, consistent with the increase in our MBS in our securities portfolio.

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Derivative Instruments

We generally hedge our interest rate risk as we deem prudent in light of market conditions and the associated costs with counterparties that have a high quality credit rating and with futures exchanges. We generally pay a fixed rate and receive a floating rate with the objective of fixing a portion of our borrowing costs and hedging the change in our book value to some degree. The floating rate we receive is generally the Federal Funds Rate or LIBOR. While our policies do not contain specific requirements as to the percentages or amount of interest rate risk that we are required to hedge, we maintain an overall target of hedging at least 40% of our non-adjustable rate mortgages. As of March 31, 2014, the notional value of our derivatives was 105.38% of the fair market value of our non-adjustable rate mortgages (including those underlying Linked Transaction). For interest rate risk mitigation purposes, we consider Agency Securities to be ARMs if their interest rate is either currently subject to adjustment according to prevailing rates or if they are within 18 months of the period where such adjustments will occur. No assurance can be given that our derivatives will have the desired beneficial impact on our results of operations or financial condition. We have not elected cash flow hedge accounting treatment as allowed by GAAP. Since we do not designate our derivative activities as cash flow hedges, realized as well as unrealized gains/losses from these transactions will impact our earnings.

Use of derivative instruments may fail to protect or could adversely affect us because, among other things:

• available derivatives may not correspond directly with the interest rate risk for which protection is sought (e.g., the difference in interest rate movements for long term U.S. Treasury Securities compared to Agency Securities);

• the duration of the derivatives may not match the duration of the related liability;

• the counterparty to a derivative agreement with us may default on its obligation to pay or not perform under the terms of the agreement and the collateral posted may not be sufficient to protect against any consequent loss;

• we may lose collateral we have pledged to secure our obligations under a derivative agreement if the associated counterparty becomes insolvent or files for bankruptcy;

• we may experience a termination event under one or more of our derivative agreements related to our REIT status, equity levels and performance, which could result in a payout to the associated counterparty and a taxable loss to us;

• the credit-quality of the party owing money on the derivatives may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and

• the value of derivatives may be adjusted from time to time in accordance with GAAP to reflect changes in fair value; downward adjustments, or “mark-to-market losses,” would reduce our net income or increase any net loss.

As of March 31, 2014 and December 31, 2013, we had interest rate swap contracts with an aggregate notional balance of $801,250. As of March 31, 2014 and December 31, 2013, we had interest rate swaptions with an aggregate notional balance of $750,000. These derivative transactions are designed to lock in some funding costs for financing activities associated with our assets in such a way as to help assure the realization of attractive net interest margins and to vary inversely in value with our Agency Securities. Such contracts are based on assumptions about prepayments which, if not realized, will cause results to differ from expectations.

Although we attempt to structure our derivatives to offset the changes in asset prices, they are not perfectly correlated and depend on the corresponding durations and sections of the yield curve that moves to offset each other. For the quarters ended March 31, 2014 and March 31, 2013, we recognized a net gain (loss) of $(23,135) and $2,494, respectively, related to our derivatives. The net unrealized gain (loss) on Agency Securities for the quarters ended March 31, 2014 and March 31, 2013 was $5,298 and $(15,840), respectively.

As required by the Dodd-Frank Act, the Commodity Futures Trading Commission has adopted rules requiring certain interest rate swap contracts to be cleared through a derivatives clearing organization. We are required to clear certain new interest rate swap contracts. Cleared interest rate swaps may have higher margin requirements than un-cleared interest rate swaps previously had. We have established an account with a futures commission merchant for this purpose. To date, we have not entered into any cleared interest rate swap contracts.

Liquidity and Capital Resources

As of March 31, 2014, we financed our MBS portfolio with $1,275,793 of net borrowings under repurchase agreements, plus an additional $122,007 of repurchase agreements underlying linked transactions. Our leverage ratio was 7.95 to 1 as of March 31, 2014 (or 8.71 to 1 on an unlinked basis). As of March 31, 2014, our liquidity totaled $42,900, consisting of $32,544 of cash plus $10,356 of unpledged securities (including securities received as collateral). Our primary sources of funds are borrowings under repurchase arrangements, monthly principal and interest payments on our investments and cash generated from our operating

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results. Other sources of funds may include proceeds from equity and debt offerings and asset sales. We generally maintain liquidity to pay down borrowings under repurchase arrangements to reduce borrowing costs and otherwise efficiently manage our long-term investment capital. Because the level of our borrowings can be adjusted on a daily basis, the level of cash carried on our balance sheet is significantly less important than our potential liquidity available under our borrowing arrangements. We currently believe that we have sufficient liquidity and capital resources available for the acquisition of additional investments, repayments on repurchase borrowings, reacquisition of securities to be returned to borrowers and the payment of cash dividends as required for continued qualification as a REIT.

In addition to the repurchase agreement financing discussed above, from time to time we have entered into reverse repurchase agreements with certain of our repurchase agreement counterparties. Under a typical reverse repurchase agreement, we purchase U.S. Treasury Securities from a borrower in exchange for cash and agree to sell the same securities back in the future. We then sell such U.S. Treasury Securities to third parties and recognize a liability to return the securities to the original borrower. Reverse repurchase agreement receivables and repurchase agreement liabilities are presented net when they meet certain criteria, including being with the same counterparty, being governed by the same MRA, settlement through the same brokerage or clearing account and maturing on the same day. The practical effect of these transactions is to replace a portion of our repurchase agreement financing of our MBS portfolio with short positions in U.S. Treasury Securities. We believe that this helps to reduce interest rate risk, and therefore counterparty credit and liquidity risk. At March 31, 2014 and December 31, 2013, we did not have any reverse repurchase agreements outstanding.

Both parties to the repurchase and reverse repurchase transactions have the right to make daily margin calls based on changes in the value of the collateral obtained and/or pledged.

Our primary uses of cash are to purchase MBS, pay interest and principal on our borrowings, fund our operations and pay dividends. During the quarter ended March 31, 2014, we purchased $827,789 of MBS using proceeds from our repurchase agreements and principal repayments. During the quarter ended March 31, 2014, we received cash of $17,934 from prepayments and scheduled principal payments on our MBS. Our total repurchase indebtedness was approximately $1,275,793 at March 31, 2014, and we made cash interest payments of approximately $6,361 on our liabilities for the quarter ended March 31, 2014. Part of funding our operations includes providing margin cash to offset liability balances on our derivatives. The amount of cash collateral posted with counterparties increased by $1,203 and we decreased our liability by $18,020 for cash collateral held as of March 31, 2014.

In response to the growth of our MBS portfolio and to the relatively weak financing market, we have continued to pursue additional lending counterparties in order to help increase our financial flexibility and ability to withstand periods of contracting liquidity in the credit markets.

Repurchase and Related Facilities

As of March 31, 2014 we had MRAs with 28 counterparties and had $1,275,793 in outstanding borrowings with 22 of those counterparties. As of December 31, 2013, we had MRAs with 27 counterparties and had $839,405 in outstanding borrowings with 20 of those counterparties.

The following tables represent the contractual repricing and other information regarding our repurchase agreements and Linked Transactions as of March 31, 2014 and December 31, 2013 (see Note 7 to the condensed financial statements for additional discussion of Linked Transactions).

March 31, 2014

	Repurchase Agreements		Weighted Average Contractual Rate		Weighted Average Maturity in days	Haircut for Repurchase Agreements (1)
Agency Securities	$	1,168,045	0.36	%	31	4.80	%
Non-Agency Securities and Linked Transactions (2)	229,755		1.55	%	56	20.04	%
Total	$	1,397,800	0.55	%	35	7.30	%

(1) The Haircut represents the weighted average margin requirement, or the percentage amount by which the collateral value must exceed the loan amount.

(2) Includes $122,007 of repurchase agreements on Linked Transactions.

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December 31, 2013

	Repurchase Agreements		Weighted Average Contractual Rate		Weighted Average Maturity in days	Haircut for Repurchase Agreements (1)
Agency Securities	$	731,782	0.42	%	33	4.90	%
Non-Agency Securities and Linked Transactions (2)	232,163		1.55	%	57	19.92	%
Total	$	963,945	0.69	%	39	8.51	%

(1) The Haircut represents the weighted average margin requirement, or the percentage amount by which the collateral value must exceed the loan amount.

(2) Includes $124,540 of repurchase agreements on Linked Transactions.

	March 31, 2014				December 31, 2013
Maturing or Repricing	Repurchase Agreements		Weighted Average Contractual Rate		Repurchase Agreements		Weighted Average Contractual Rate
Within 30 days	$	757,736	0.49	%	$	388,921	0.67	%
31 days to 60 days	346,292		0.57	%	453,028		0.49	%
61 days to 90 days	279,191		0.62	%	111,751		1.00	%
Greater than 90 days	14,581		2.05	%	10,245		2.10	%
Total	$	1,397,800	0.55	%	$	963,945	0.62	%

The table above includes $122,007 of repurchase agreements on Linked Transactions at March 31, 2014, and $124,540 of repurchase agreements on Linked Transactions at December 31, 2013

We have 10 repurchase agreement counterparties that individually account for between 5% and 10% of our aggregate borrowings. In total, these counterparties account for approximately 71.75% of our repurchase agreement borrowings outstanding at March 31, 2014.

Declines in the value of our MBS portfolio can trigger margin calls by our lenders under our repurchase agreements. An event of default or termination event under the standard MRA would give our counterparty the option to terminate all repurchase transactions existing with us and require any amount due to be payable immediately.

The residential mortgage market in the U.S. continues to experience difficult economic conditions including:

• increased volatility of many financial assets, including Agency Securities and other high-quality RMBS assets;

• increased volatility and deterioration in the broader residential mortgage and RMBS markets; and

• statements and actions by the Fed and other regulators impacting financing of RMBS.

While conditions have improved, should there be a reoccurrence of difficulties in the residential mortgage market, our lenders may be forced to exit the repurchase market, become insolvent or further tighten lending standards, or increase the amount of required equity capital or haircut, any of which could make it more difficult or costly for us to obtain financing.

Financial sector volatility can also lead to increased demand and prices for high quality debt securities, including Agency Securities. While increased prices may increase the value of our MBS, higher values may also reduce the return on reinvestment of capital, thereby lowering our future profitability.

The following graph represents the month-end outstanding balances of our repurchase agreements (before the effect of netting reverse repurchase agreements and Linked Transactions), which finance most of our MBS. The balance of repurchase agreements outstanding will fluctuate within any given month based on changes in the market value of the particular MBS pledged as collateral (including the effects of principal pay downs) and the level and timing of investment and reinvestment activity.

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Effects of Margin Requirements, Leverage and Credit Spreads

Our MBS have values that fluctuate according to market conditions and, as discussed above, the market value of our MBS will decrease as prevailing interest rates or credit spreads increase. When the value of the securities pledged to secure a repurchase loan decreases to the point where the positive difference between the collateral value and the loan amount is less than the haircut, our lenders may issue a margin call, which means that the lender will require us to pay the margin call in cash or pledge additional collateral to meet that margin call. Under our repurchase facilities, our lenders have full discretion to determine the value of the MBS we pledge to them. Most of our lenders will value securities based on recent trades in the market. Lenders also issue margin calls as the published current principal balance factors change on the pool of mortgages underlying the securities pledged as collateral when scheduled and unscheduled principal repayments are announced monthly.

We experience margin calls in the ordinary course of our business and under certain conditions, such as during a period of declining market value for MBS and we may experience margin calls monthly or as frequently as daily. In seeking to effectively manage the margin requirements established by our lenders, we maintain a position of cash and unpledged securities. We refer to this position as our liquidity. The level of liquidity we have available to meet margin calls is directly affected by our leverage levels, our haircuts and the price changes on our securities. If interest rates increase as a result of a yield curve shift or for another reason or if credit spreads widen, the prices of our collateral (and our unpledged assets that constitute our liquidity) will decline and we may experience margin calls. We will use our liquidity to meet such margin calls. There can be no assurance that we will maintain sufficient levels of liquidity to meet any margin calls. If our haircuts increase, our liquidity will proportionately decrease. If we increase our borrowings, our liquidity will decrease by the amount of additional haircut on the increased level of indebtedness. In addition, certain of our MRAs contain a restriction that prohibits our leverage from exceeding twelve times our stockholders’ equity as well as termination events in the case of significant reductions in equity capital.

We intend to maintain a level of liquidity in relation to our assets that enables us to meet reasonably anticipated margin calls but that also allows us to be substantially invested in MBS. We may misjudge the appropriate amount of our liquidity by maintaining excessive liquidity, which would lower our investment returns, or by maintaining insufficient liquidity, which would force us to involuntarily liquidate assets into unfavorable market conditions and harm our results of operations and financial condition.

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We generally seek to borrow (on a recourse basis) between six and ten times the amount of our total stockholders’ equity to finance the Agency Securities in which we invest and between one and three times the amount of our stockholders’ equity to finance the Non-Agency Securities in which we invest, but we are not limited to those ranges. At March 31, 2014 and December 31, 2013, our total borrowings were approximately $1,275,793 and $839,405 (excluding accrued interest), respectively. As of March 31, 2014 and December 31, 2013, we had a leverage ratio of approximately 7.95:1 and 4.90:1, respectively.

Forward-Looking Statements Regarding Liquidity

Based on our current portfolio, leverage rate and available borrowing arrangements, we believe that our cash flow from operations and our ability to make timely portfolio adjustments, will be sufficient to enable us to meet anticipated short-term (one year or less) liquidity requirements such as to fund our investment activities, meet our financing obligations, pay fees under the Management Agreement, fund our distributions to stockholders and pay general corporate expenses.

We may increase our capital resources by obtaining long-term credit facilities or making public or private offerings of equity or debt securities, including classes of preferred stock, common stock and senior or subordinated notes to meet our long-term (greater than one year) liquidity. Such financing will depend on market conditions for capital raises and for the investment of any proceeds and there can be no assurances that we will successfully obtain any such financing.

Stockholders’ Equity

Dividends

The following table presents our common stock dividend transactions for the quarter ended March 31, 2014.

Record Date	Payment Date	Rate per common share		Aggregate amount paid to holders of record
January 15, 2014	January 30, 2014	$	0.15	$	1,799
February 14, 2014	February 27, 2014	$	0.15	$	1,799
March 17, 2014	March 28, 2014	$	0.15	$	1,799

Off-Balance Sheet Arrangements

As of March 31, 2014 and December 31, 2013, we had not maintained any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance, or special purpose or variable interest entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Furthermore, as of March 31, 2014 and December 31, 2013, we had not guaranteed any obligations of any unconsolidated entities or entered into any commitment or intent to provide funding to any such entities.

Critical Accounting Policies

Our financial statements are prepared in conformity with GAAP. In preparing the financial statements, management is required to make various judgments, estimates and assumptions that affect the reported amounts. Changes in these estimates and assumptions could have a material effect on our financial statements. The following is a summary of our policies most affected by management’s judgments, estimates and assumptions.

Revenue Recognition

Agency Securities. Interest income is accrued based on the unpaid principal amount of the target assets we purchase and their contractual terms. Premiums and discounts associated with the purchase of Agency Securities are amortized or accreted into interest income over the actual lives of the securities.

Non-Agency Securities. Non-Agency Securities are carried at their estimated fair value and changes in those fair values are recognized in earnings in the periods in which they occur. The portion of those changes in fair value recognized as interest income are determined on an effective yield method based on estimates of future cash flows revised quarterly. Other than temporary impairments, which establish a new cost basis in the security for purposes of calculating effective yields, are recognized when the

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fair value of a security is less than its cost basis and there has been an adverse change in the future cash flows expected to be received. Other changes in future cash flows expected to be received are recognized prospectively over the remaining life of the security.

Fair Value of MBS

We invest in MBS representing interests in or obligations backed by pools of adjustable rate, hybrid adjustable rate and fixed rate mortgage loans. The authoritative literature requires us to classify our investments as either trading, available for sale or held to maturity securities. Management determines the appropriate classifications of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. We classify all of our Agency Securities as available for sale securities. All assets that are classified as available for sale securities are carried at fair value with unrealized gains and losses excluded from earnings and reported in net unrealized loss on available for sale securities in the statement of comprehensive income (loss). We classify all of our Non-Agency Securities as trading assets. All assets that are classified as available for trading will be carried at fair value and unrealized gains and losses are included in other income (loss) as a component of the statements of operations.

The fair values for the securities in our MBS portfolio are based on obtaining a valuation for each MBS from third party pricing services, dealer quotes and our estimates as described below. The third party pricing services use common market pricing methods that may include pricing models that may incorporate such factors as coupons, prepayment speeds, spread to the Treasury curves and interest rate swap curves, duration, periodic and life caps and credit enhancement, as applicable. The dealer quotes and our estimates incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security, as applicable. Below is a description of the processes we use to value our MBS portfolio.

Agency Securities: We obtain pricing data from a third party pricing service for each Agency Security and validate such data by obtaining pricing data from a second third party pricing service. If the difference between pricing data obtained for an Agency Security from the two third party pricing services exceeds a certain threshold, or pricing data is unavailable from the third party pricing services, we obtain valuations from dealers who make markets in similar financial instruments.

Non-Agency Securities:  The fair value for the Non-Agency Securities in our MBS portfolio is based on estimates prepared by our Portfolio Management group, which organizationally reports to our Chief Investment Officer.  In preparing the estimates, the Portfolio Management group uses commercially available and proprietary models and data as well as market intelligence gained from discussions with and transactions by other market participants.  We also periodically compare our estimates of fair value with those of our financing counterparties. We estimate the fair value of our Non-Agency Securities by estimating the future cash flows for each Non-Agency Security and then discounting those cash flows based on our estimates of current market yield for each individual security. Our estimates for future cash flows and current market yields incorporate such factors as collateral type, bond structure and priority of payments, coupons, prepayment speeds, defaults, delinquencies and severities.

We review all pricing of our MBS used to ensure that current market conditions are properly reflected.  This review includes, but is not limited to, comparisons of similar market transactions or alternative third party pricing services, dealer quotes and comparisons to a pricing model.  We classify values obtained from the third party pricing service for similar instruments as Level 2 securities if the pricing methods used are consistent with the Level 2 definition. If quoted prices for a security are not reasonably available from the pricing service, but dealer quotes are, we classify the security as a Level 2 security.  If neither is available, we determine the fair value based on characteristics of the security that we receive from the issuer and based on available market information received from dealers and classify it as a Level 3 security.

Security purchase and sale transactions, including purchase of when issued securities, are recorded on the trade date. Gains or losses realized from the sale of securities are included in income and are determined using the specific identification method.

Impairment of Assets:  We evaluate MBS for other than temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation. We consider an impairment to be other than temporary if we (1) have the intent to sell the Agency Securities, (2) believe it is more likely than not that we will be required to sell the securities before recovery (for example, because of liquidity requirements or contractual obligations) or (3) a credit loss exists. In the case of Non-Agency Securities, we also consider whether there have been adverse changes in the estimates of future cash flows. Impairment losses recognized establish a new cost basis for the related Agency Securities.

Linked Transactions: The initial purchase of Non-Agency Securities and the related contemporaneous repurchase financing of such MBS with the same counterparty are considered part of the same arrangement, or a “Linked Transaction,” when certain criteria are met. The components of a Linked Transaction are evaluated on a combined basis and in totality, accounted for

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as a forward contract and reported as Linked Transactions on our balance sheets. Changes in the fair value of the assets and liabilities underlying Linked Transactions and associated interest income and expense are reported as “unrealized net gains/(losses) and net interest income from Linked Transactions” on our statements of operations and are not included in other comprehensive income (loss). When certain criteria are met, the initial transfer (i.e., the purchase of a security) and repurchase financing will no longer be treated as a Linked Transaction and will be evaluated and reported separately, as a MBS purchase and repurchase financing.

Repurchase Agreements: We finance the acquisition of our MBS through the use of repurchase agreements. Our repurchase agreements are secured by our MBS and bear interest rates that have historically moved in close relationship to the Federal Funds Rate and the LIBOR. Under these repurchase agreements, we sell MBS to a lender and agree to repurchase the same MBS in the future for a price that is higher than the original sales price. The difference between the sales price that we receive and the repurchase price that we pay represents interest paid to the lender. A repurchase agreement operates as a financing arrangement under which we pledge our MBS as collateral to secure a loan which is equal in value to a specified percentage of the estimated fair value of the pledged collateral. We retain beneficial ownership of the pledged collateral. At the maturity of a repurchase agreement, we are required to repay the loan and concurrently receive back our pledged collateral from the lender or, with the consent of the lender, we may renew such agreement at the then prevailing interest rate. The repurchase agreements may require us to pledge additional assets to the lender in the event the estimated fair value of the existing pledged collateral declines.

In addition to the repurchase agreement financing discussed above, we have entered into reverse repurchase agreements with certain of our repurchase agreement counterparties. Under a typical reverse repurchase agreement, we purchase U.S. Treasury Securities from a borrower in exchange for cash and agree to sell the same securities in the future in exchange for a price that is higher than the original purchase price. The difference between the purchase price originally paid and the sale price represents interest received from the borrower. Reverse repurchase agreement receivables and repurchase agreement liabilities are presented net when they meet certain criteria, including being with the same counterparty, being governed by the same MRA, settlement through the same brokerage or clearing account and maturing on the same day. We did not have any reverse repurchase agreements outstanding during the quarters ended or at March 31, 2014 and March 31, 2013 or at December 31, 2013.

Obligations to Return Securities Received as Collateral at Fair Value: At certain times, we also sell to third parties the U.S. Treasury Securities received as collateral for reverse repurchase agreements and recognize the resulting obligation to return said U.S. Treasury Securities as a liability on our balance sheet. Interest is recorded on the repurchase agreements, reverse repurchase agreements and U.S. Treasury Securities on an accrual basis and presented as net interest expense. Both parties to the transaction have the right to make daily margin calls based on changes in the fair value of the collateral received and/or pledged. We did not have any obligations to return securities as collateral during the quarters ended or at March 31, 2014 and March 31, 2013 or at December 31, 2013.

Derivative Instruments: We account for derivative instruments in accordance with GAAP, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for derivative activities. The guidance requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value and that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met.

We do not designate our derivative activities as cash flow hedges for GAAP purposes, which, among other factors, would require us to match the pricing dates of both derivative transactions and repurchase agreements. Operational issues and credit market volatility make such matching impractical for us.  Since we have not elected cash flow hedge accounting treatment, our operating results may suffer because losses on the derivative instruments may not be offset by a changes in the fair value or cash flows of the related hedged transaction. Consequently, any declines in the hedged interest rates would result in a charge to earnings. We will continue to designate derivative transactions as hedges for tax purposes and any unrealized gains or losses should not affect our distributable net taxable income.

Inflation

Virtually all of our assets and liabilities are interest rate-sensitive in nature. As a result, interest rates and other factors influence our performance far more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our financial statements are prepared in accordance with GAAP and any distributions we may make will be determined by our Board based in part on our taxable REIT income as calculated according to the requirements of the Code; in each case, our activities and balance sheet are measured with reference to fair value without considering inflation.

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Subsequent Events

See Note 16 to the condensed financial statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains various “forward-looking statements.” Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. All forward-looking statements may be impacted by a number of risks and uncertainties, including statements regarding the following subjects:

• our business and investment strategy;

• our anticipated results of operations;

• statements about future dividends;

• our ability to obtain financing arrangements;

• our understanding of our competition and ability to compete effectively;

• market, industry and economic trends; and

• interest rates.

The forward-looking statements in this report are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our stock, along with the following factors that could cause actual results to vary from our forward-looking statements:

• our limited operating history;

• ARRM's limited experience in acquiring or financing Non-Agency Securities;

• mortgage loan modification programs and future legislative action;

• actions by the Fed which could cause a flattening of the yield curve, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders;

• the impact of the continued delay or failure of the U.S. Government in reaching an agreement on the national debt ceiling;

• availability, terms and deployment of capital;

• changes in economic conditions generally; 

• changes in interest rates, interest rate spreads, the yield curve or prepayment rates; 

• general volatility of the financial markets, including markets for MBS; 

• the downgrade of the U.S. Government’s or certain European countries’ credit ratings and future downgrades of the U.S. Government’s or certain European countries’ credit ratings may materially adversely affect our business, financial condition and results of operations;

• inflation or deflation;

• the impact of the federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the U.S. Government and the Fed System;

• the possible material adverse effect on our business if the U.S. Congress passed legislation reforming or winding down Fannie Mae or Freddie Mac;

• availability of suitable investment opportunities;

• the degree and nature of the competition for investments in our target assets;

• changes in our business and investment strategy;

• our failure to maintain an exemption from being regulated as a commodity pool operator;

• our dependence on ARRM and ability to find a suitable replacement if ARRM were to terminate its management relationship with us;

• the existence of conflicts of interest in our relationship with ARRM, ARMOUR, certain of our directors and our officers, which could result in decisions that are not in the best interest of our stockholders;

• our management’s competing duties to other affiliated entities, which could result in decisions that are not in the best interests of our stockholders.

• changes in personnel at ARRM or the availability of qualified personnel at ARRM;

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• limitations imposed on our business by our status as a REIT under the Code;

• the potential burdens on our business of maintaining our exclusion from the 1940 Act and possible consequences of losing that exemption;

• changes in GAAP, including interpretations thereof; and

• changes in applicable laws and regulations.

We cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on forward-looking statements, which apply only as of the date of this report. We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements set forth in this report to reflect new information, future events or otherwise, except as required under the U.S. Federal securities laws.

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GLOSSARY OF TERMS

“Agency Securities” means securities issued or guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae; interests in or obligations backed by pools of adjustable rate, hybrid adjustable rate and fixed rate mortgage loans.

"ARMs" means Adjustable Rate Mortgage backed securities

“Basel III” means “calibrated” capital standards for major banking institutions

“Board” means JAVELIN's Board of Directors

"CMBS" means commercial mortgage backed securities

“Code” means the Internal Revenue Code    

“CPR” means constant prepayment rate

“Fannie Mae” means the Federal National Mortgage Association

“FCA” means the Financial Conduct Authority

“FDIC” means the Federal Deposit Insurance Corporation

“Fed” means the U.S. Federal Reserve

“FHFA” means the Federal Housing Finance Agency

“FPC” means the Financial Policy Committee

“Freddie Mac” means the Federal Home Loan Mortgage Corporation

“FSA” means the United Kingdom Financial Services Authority

“GAAP” means accounting principles generally accepted in the United States of America

“Ginnie Mae” means the Government National Mortgage Administration

“GSE” means U.S. Government Sponsored Entity. Obligations of agencies originally established or chartered by the U.S. government to serve public purposes as specified by the U.S. Congress; these obligations are not explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government.

“HAMP” means the Home Affordable Modification Program

“HARP” means the Home Affordable Refinance Program

“ARMOUR” means ARMOUR Residential REIT, Inc.

“LIBOR” means the London Interbank Offered Rate

“Management Agreement” means the management agreement between JMI and ARRM whereby ARRM performs certain services for JMI in exchange for a specified fee

“MBS” means mortgage backed securities, a security representing a direct interest in a pool of mortgage loans. The pass-through issuer or servicer collects the payments on the loans in the pool and "passes through" the principal and interest to the security holders on a pro rata basis.

“MRA” means master repurchase agreement. A document that outlines standard terms between the Company and counterparties for repurchase agreement transactions.

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“Non-Agency Securities” means securities backed by residential mortgages in which we invest, for which the payment of principal and interest is not guaranteed by a GSE or government agency

"OCC" means the Office of the Comptroller of the Currency

“PRA” means the Prudential Regulation Authority

“QE3” means the Fed's third quantitative easing program

“REIT” means Real Estate Investment Trust. A special purpose investment vehicle that provides investors with the ability to participate directly in the ownership or financing of real-estate related assets by pooling their capital to purchase and manage mortgage loans and/or income property.

"Repurchase Program" means the Company's common stock repurchase program

“RMBS” means residential mortgage backed securities

“SEC” means the Securities and Exchange Commission

“SBBC” means Staton Bell Blank Check Company

“Sub-Management Agreement” means a Sub-Management Agreement between JAVELIN, ARRM and SBBC. ARRM is responsible for the payment of a monthly sub-management fee.

“1940 Act” means the Investment Company Act of 1940

“U.S.” means United States

“Wheatley Review” means the results of FSA's review of the process for setting LIBOR interest rate for various currencies and maturities

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We seek to manage our risks related to the credit-quality of our assets, interest rates, liquidity, prepayment speeds and market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk adjusted returns through ownership of our capital stock. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience and seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

Interest Rate, Cap and Mismatch Risk

We invest in fixed rate, hybrid adjustable rate and adjustable rate MBS. Hybrid mortgages are ARMs that have a fixed-interest rate for an initial period of time (typically three years or greater) and then convert to an adjustable rate for the remaining loan term. Our debt obligations are generally repurchase agreements of limited duration that are periodically refinanced at current market rates.

ARM-related assets are typically subject to periodic and lifetime interest rate caps that limit the amount an ARM-related asset’s interest rate can change during any given period. ARM securities are also typically subject to a minimum interest rate payable. Our borrowings are not subject to similar restrictions. Hence, in a period of increasing interest rates, interest rates on our borrowings could increase without limitation, while the interest rates on our mortgage related assets could be limited. This exposure would be magnified to the extent we acquire fixed rate MBS or ARM securities that are not fully indexed. Further, some ARM-related assets may be subject to periodic payment caps that result in some portion of the interest being deferred and added to the principal outstanding. These factors could lower our net interest income or cause a net loss during periods of rising interest rates, which would negatively impact our liquidity, net income and our ability to make distributions to stockholders.

We fund the purchase of a substantial portion of our ARM-related assets with borrowings that have interest rates based on indices and repricing terms similar to, but of shorter maturities than, the interest rate indices and repricing terms of our mortgage assets. Thus, we anticipate that in most cases the interest rate indices and repricing terms of our mortgage assets and our funding sources will not be identical, thereby creating an interest rate mismatch between assets and liabilities. During periods of changing interest rates, such interest rate mismatches could negatively impact our net interest income, dividend yield and the market price of our stock. Most of our adjustable rate assets are based on the one-year constant maturity treasury rate and the one-year LIBOR rate and our debt obligations are generally based on LIBOR. These indices generally move in the same direction, but there can be no assurance that this will continue to occur.

Our ARM-related assets and borrowings reset at various different dates for the specific asset or obligation. In general, the repricing of our debt obligations occurs more quickly than on our assets. Therefore, on average, our cost of funds may rise or fall more quickly than does our earnings rate on our assets.

Furthermore, our net income may vary somewhat as the spread between one-month interest rates, the typical term for our repurchase agreements, and six-month and twelve-month interest rates, the typical reset term of adjustable rate MBS, varies.

Prepayment Risk

As we receive repayments of principal on our Agency Securities from prepayments and scheduled payments, premiums paid on such securities are amortized against interest income and discounts are accreted to interest income as realized. Premiums arise when we acquire Agency Securities at prices in excess of the principal balance of the mortgage loans underlying such Agency Securities. Conversely, discounts arise when we acquire Agency Securities at prices below the principal balance of the mortgage loans underlying the Agency Securities. As of March 31, 2014, the majority of our Agency Securities were purchased at a premium to par and all of our Non-Agency Securities were purchased at or below par.

Credit Risk for Non-Agency Securities

We purchase Non-Agency Securities at prices which incorporate our expectations for prepayment speeds, defaults, delinquencies and severities. These expectations determine the yields we receive on our assets. If actual prepayment speeds, defaults, delinquencies and severities are different from our expectations, our actual yields could be higher or lower.

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Interest Rate Risk and Effect on Market Value Risk

Another component of interest rate risk is the effect changes in interest rates will have on the market value of our MBS. We face the risk that the market value of our MBS will increase or decrease at different rates than that of our liabilities, including our derivative instruments and obligations to return securities received as collateral.

We primarily assess our interest rate risk by estimating the effective duration of our assets and the effective duration of our liabilities and by estimating the time difference between the interest rate adjustment of our assets and the interest rate adjustment of our liabilities. Effective duration essentially measures the market price volatility of financial instruments as interest rates change. We generally estimate effective duration using various financial models and empirical data. Different models and methodologies can produce different effective duration estimates for the same securities.

The sensitivity analysis tables presented below reflect the estimated impact of an instantaneous parallel shift in the yield curve, up and down 50 and 100 basis points, on the market value of our interest rate-sensitive investments and net interest income, at March 31, 2014 and December 31, 2013, assuming a static MBS portfolio. It assumes that the spread between the interest rates on Agency Securities and long term U.S. Treasury Securities remains constant. Actual interest rate movements over time will likely be different, and such differences may be material. When evaluating the impact of changes in interest rates, prepayment assumptions and principal reinvestment rates are adjusted based on ARRM’s expectations. The analysis presented utilized assumptions, models and estimates of ARRM based on ARRM’s judgment and experience.

As of March 31, 2014

Change in Interest Rates	Percentage Change in Projected Net Interest Income	Percentage Change in Projected Portfolio Value Including Derivatives
1.00%	(4.67)%	0.66%
0.50%	(2.22)%	0.28%
(0.50)%	8.17%	0.25%
(1.00)%	9.16%	0.27%

As of December 31, 2013

Change in Interest Rates	Percentage Change in Projected Net Interest Income	Percentage Change in Projected Portfolio Value Including Derivatives
1.00%	5.03%	0.98%
0.50%	2.51%	0.13%
(0.50)%	6.37%	0.05%
(1.00)%	8.09%	0.27%

While the tables above reflect the estimated immediate impact of interest rate increases and decreases on a static portfolio, we rebalance our MBS portfolio from time to time either to seek to take advantage of or reduce the impact of changes in interest rates. It is important to note that the impact of changing interest rates on market value and net interest income can change significantly when interest rates change beyond 100 basis points from current levels. Therefore, the volatility in the market value of our assets could increase significantly when interest rates change beyond amounts shown in the tables above. In addition, other factors impact the market value of and net interest income from our interest rate-sensitive investments and derivative instruments, such as the shape of the yield curve, market expectations as to future interest rate changes and other market conditions. Accordingly, interest income would likely differ from that shown above and such difference might be material and adverse to our stockholders.

The above tables quantify the potential changes in net interest income and portfolio value, which includes the value of our derivatives, should interest rates immediately change. Given the low level of interest rates at March 31, 2014 and December 31, 2013, we applied a floor of 0% for all anticipated interest rates included in our assumptions. Due to the presence of this floor, it is anticipated that any hypothetical interest rate decrease would have a limited positive impact on our funding costs beyond a certain level; however, because prepayment speeds are unaffected by this floor, it is expected that any increase in our prepayment speeds (occurring as a result of any interest rate decrease or otherwise) could result in an acceleration of our premium amortization

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and the reinvestment of such prepaid principal in lower yielding assets. As a result, the presence of this floor limits the positive impact of any interest rate decrease on our funding costs. Therefore, at some point, hypothetical interest rate decreases could cause the fair value of our financial instruments and our net interest income to decline.

Market Value Risk

All of our Agency Securities are classified as available for sale securities. As such, they are reflected at fair value with the periodic adjustment to fair value (that is not considered to be an other than temporary impairment) reported as part of the separate statement of comprehensive income (loss).

All of our Non-Agency Securities are classified as trading securities. As such, they are reflected at fair value with the periodic adjustment to fair value reflected as part of “Other Income (Loss)” reported as part of the statements of operations.

The market value of our MBS can fluctuate due to changes in interest rates and other factors. Weakness in the mortgage market may adversely affect the performance and market value of our investments. This could negatively impact our book value. Furthermore, if our lenders are unwilling or unable to provide additional financing, we could be forced to sell our MBS at an inopportune time when prices are depressed. The principal and interest payments on our Agency Securities are guaranteed by Fannie Mae, Freddie Mac, or Ginnie Mae.

Liquidity Risk

Our primary liquidity risk arises from financing long-maturity MBS with short-term debt. The interest rates on our borrowings generally adjust more frequently than the interest rates on our adjustable rate MBS. Accordingly, in a period of rising interest rates, our borrowing costs will usually increase faster than our interest earnings from MBS.

Item 4. Controls and Procedures

Our Co-Chief Executive Officers (“Co-CEOs”) and Chief Financial Officer (“CFO”) participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of our fiscal quarter that ended on March 31, 2014. Based on their participation in that evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2014 to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Exchange Act, is accumulated and communicated to our management, including our Co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our Co-CEOs and CFO also participated in an evaluation by our management of any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2014. That evaluation did not identify any changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Our company is not currently subject to any legal proceedings, as described in Item 103 of Regulation S-K.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 6, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

May 6, 2014	JAVELIN MORTGAGE INVESTMENT CORP.
	/s/ James R. Mountain
	James R. Mountain
	Chief Financial Officer, Duly Authorized Officer and Principal Financial and Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Distribution Agreement, dated February 7, 2014, by and among the Company, ARMOUR Residential Management LLC and the Agent (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on February 10, 2014).
31.1	Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a) (1)
31.2	Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a) (1)
31.3	Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a) (1)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350 (2)
32.2	Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350 (2)
32.3	Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350 (2)
101.INS#	XBRL Instance Document
101.SCH#	XBRL Taxonomy Extension Schema Document
101.CAL#	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#	XBRL Taxonomy Extension Label Linkbase Document
101.PRE#	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Filed herewith

(2) Furnished herewith

# Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.