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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2019

GAAP requires the categorization of fair value measurements into three broad levels that form a hierarchy. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows:

Level 1 — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following describes the valuation methodologies used for the Company’s financial instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Residential Mortgage Securities

The Company determines the fair value of its Agency MBS based upon prices obtained from third-party pricing services, which are indicative of market activity, and repurchase agreement counterparties.

For Agency MBS, the valuation methodology of the Company’s third-party pricing services incorporate commonly used market pricing methods, trading activity observed in the marketplace and other data inputs. The methodology also considers the underlying characteristics of each security, which are also observable inputs, including: collateral vintage, coupon, maturity date, loan age, reset date, collateral type, periodic and life cap, geography, and prepayment speeds. Management analyzes pricing data received from third-party pricing services and compares it to other indications of fair value including data received from repurchase agreement counterparties and its own observations of trading activity observed in the marketplace.

In determining the fair value of the Company’s Non-Agency MBS and CRT securities, management considers a number of observable market data points, including prices obtained from pricing services and brokers as well as dialogue with market participants. In valuing Non-Agency MBS, the Company understands that pricing services use observable inputs that include, in addition to trading activity observed in the marketplace, loan delinquency data, credit enhancement levels and vintage, which are taken into account to assign pricing factors such as spread and prepayment assumptions. For tranches of Legacy Non-Agency MBS that are cross-collateralized, performance of all collateral groups involved in the tranche are considered. The Company collects and considers current market intelligence on all major markets, including benchmark security evaluations and bid-lists from various sources, when available.

The Company’s Legacy Non-Agency MBS, RPL/NPL MBS and CRT securities are valued using various market data points as described above, which management considers directly or indirectly observable parameters. Accordingly, these securities are classified as Level 2 in the fair value hierarchy.

Residential Whole Loans, at Fair Value

The Company determines the fair value of its residential whole loans held at fair value after considering valuations obtained from a third-party that specializes in providing valuations of residential mortgage loans. The valuation approach applied generally depends on whether the loan is considered performing or non-performing at the date the valuation is performed. For performing loans, estimates of fair value are derived using a discounted cash flow approach, where estimates of cash flows are determined from the scheduled payments, adjusted using forecasted prepayment, default and loss given default rates. For non-performing loans, asset liquidation cash flows are derived based on the estimated time to liquidate the loan, expected costs and home price appreciation. Estimated cash flows for both performing and non-performing loans are discounted at yields considered appropriate to arrive at a reasonable exit price for the asset. Indications of loan value such as actual trades, bids, offers and generic market color may be used in determining the appropriate discount yield. The Company’s residential whole loans held at fair value are classified as Level 3 in the fair value hierarchy.

Term Notes Backed by MSR-Related Collateral

The Company’s valuation process for term notes backed by MSR-related collateral is similar to that used for residential mortgage securities and considers a number of observable market data points, including prices obtained from pricing services, brokers and repurchase agreement counterparties, dialogue with market participants, as well as management’s observations of market activity. Other factors taken into consideration include estimated changes in fair value of the related underlying MSR collateral and, as applicable, the financial performance of the ultimate parent or sponsoring entity of the issuer, which has provided a guarantee that is intended to provide for payment of interest and principal to the holders of the term notes should cash flows generated by the related underlying MSR collateral be insufficient. Following a re-evaluation during the quarter of the observability of the data used in its fair value estimation process, the Company determined that it was appropriate to reclassify these assets to Level 2 in the fair value hierarchy as of the end of the quarter.

Swaps

All of the Company’s Swaps are cleared by a central clearing house. Valuations provided by the clearing house are used for purposes of determining the fair value of the Company’s Swaps. Such valuations obtained are tested with internally developed models that apply readily observable market parameters. As the Company’s Swaps are subject to the clearing house’s margin requirements, no credit valuation adjustment was considered necessary in determining the fair value of such instruments. Since January 2017, variation margin payments on the Company’s cleared Swaps have been treated as a legal settlement of the exposure under the Swap contract. Previously such payments were treated as collateral pledged against the exposure under the related Swap contract. The effect of this change is to reduce what would have otherwise been reported as the fair value of the Swap. Swaps are classified as Level 2 in the fair value hierarchy.

Changes to the valuation methodologies used with respect to the Company’s financial instruments are reviewed by management to ensure any such changes result in appropriate exit price valuations. The Company will refine its valuation methodologies as markets and products develop and pricing methodologies evolve. The methods described above may produce fair value estimates that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with those used by market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company uses inputs that are current as of the measurement date, which may include periods of market dislocation, during which price transparency may be reduced. The Company reviews the classification of its financial instruments within the fair value hierarchy on a quarterly basis, and management may conclude that its financial instruments should be reclassified to a different level in the future.

The following tables present the Company’s financial instruments carried at fair value on a recurring basis as of September 30, 2019 and December 31, 2018, on the consolidated balance sheets by the valuation hierarchy, as previously described:

Fair Value at September 30, 2019



(In Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Agency MBS	$	—	$	1,813,873	$	—	$	1,813,873
Non-Agency MBS	—		2,397,789		—		2,397,789
CRT securities	—		377,892		—		377,892
Residential whole loans, at fair value	—		—		1,453,169		1,453,169
Term notes backed by MSR-related collateral	—		1,104,130		—		1,104,130
Total assets carried at fair value	$	—	$	5,693,684	$	1,453,169	$	7,146,853

Fair Value at December 31, 2018



(In Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Agency MBS	$	—	$	2,698,213	$	—	$	2,698,213
Non-Agency MBS	—		3,318,299		—		3,318,299
CRT securities	—		492,821		—		492,821
Residential whole loans, at fair value	—		—		1,665,978		1,665,978
Term notes backed by MSR-related collateral	—		—		538,499		538,499
Total assets carried at fair value	$	—	$	6,509,333	$	2,204,477	$	8,713,810

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

The following table presents additional information for the three and nine months ended September 30, 2019 and 2018 about the Company’s Residential whole loans, at fair value, which are classified as Level 3 and measured at fair value on a recurring basis:



	Residential Whole Loans, at Fair Value
	Three Months Ended September 30, (1)						Nine Months Ended September 30, (1)(2)
(In Thousands)	2019			2018			2019			2018
Balance at beginning of period	$	1,438,827		$	1,468,540		$	1,471,263		$	1,325,115
Purchases and capitalized advances (3)	92,208			76,566			227,595			393,867
Changes in fair value recorded in Net gain on residential whole loans measured at fair value through earnings	13,185			8,442			33,312			26,788
Collection of principal, net of liquidation gains/(losses)	(37,565		)	(54,331		)	(112,386		)	(155,199		)
Repurchases	—			(561		)	(1,216		)	(1,623		)
Transfer to REO	(53,486		)	(51,089		)	(165,399		)	(141,381		)
Balance at end of period	$	1,453,169		$	1,447,567		$	1,453,169		$	1,447,567


(1)	Included in the activity presented for the three months ended September 30, 2019 and 2018 are approximately $87.0 million and $34.4 million of loans the Company committed to purchase during the three months ended June 30, 2019 and 2018, but for which the closing of the purchase transaction occurred during the three and nine months ended September 30, 2019 and 2018, respectively.


(2)	Excludes approximately $1.8 million of residential whole loans held at fair value for which the closing of the purchase transaction had not occurred as of September 30, 2018.

(3)

Included in the activity presented for the nine months ended September 30, 2019 is an adjustment of $70.6 million for loans the Company committed to purchase during the three months ended December 31, 2018, but for which the closing of the purchase transaction occurred during the three months ended March 31, 2019. The adjustment was required following the finalization of due diligence performed prior to the closing of the purchase transaction and resulted in a downward revision to the prior estimate of the loan purchase amount.

The following table presents additional information for the three and nine months ended September 30, 2019 and 2018 about the Company’s investments in term notes backed by MSR-related collateral, which were classified as Level 3 prior to September 30, 2019 and measured at fair value on a recurring basis:



	Term Notes Backed by MSR Related Collateral
	Three Months Ended September 30,						Nine Months Ended September 30,
(In Thousands)	2019			2018			2019			2018
Balance at beginning of period	$	1,106,026		$	381,390		$	538,499		$	381,804
Purchases	—			290,042			573,137			439,392
Collection of principal	(3,920		)	(166,120		)	(12,897		)	(316,120		)
Changes in unrealized gain/(losses)	2,024			(117		)	5,391			119
Transfer to Level 2	(1,104,130		)	—			(1,104,130		)	—
Balance at end of period	$	—		$	505,195		$	—		$	505,195

The Company did not transfer any assets or liabilities from one level to another during the three and nine months ended September 30, 2018.

Fair Value Methodology for Level 3 Financial Instruments

Residential Whole Loans, at Fair Value

The following tables present a summary of quantitative information about the significant unobservable inputs used in the fair value measurement of the Company’s residential whole loans held at fair value for which it has utilized Level 3 inputs to determine fair value as of September 30, 2019 and December 31, 2018:



	September 30, 2019
(Dollars in Thousands)	Fair Value (1)		Valuation Technique	Unobservable Input	Weighted Average (2)			Range

Residential whole loans, at fair value	$	797,467	Discounted cash flow	Discount rate	4.6		%	4.0-8.0%
				Prepayment rate	4.8		%	0.2-17.8%
				Default rate	4.2		%	0.0-24.5%
				Loss severity	12.9		%	0.0-100.0%

	$	655,069	Liquidation model	Discount rate	8.0		%	6.0-50.0%
				Annual change in home prices	3.7		%	2.5-7.3%
				Liquidation timeline (in years)	1.8			0.1-4.5
				Current value of underlying properties (3)	$	688		$4-$4,500
Total	$	1,452,536



	December 31, 2018
(Dollars in Thousands)	Fair Value (1)		Valuation Technique	Unobservable Input	Weighted Average (2)			Range

Residential whole loans, at fair value	$	700,250	Discounted cash flow	Discount rate	5.2		%	4.5-8.0%
				Prepayment rate	4.8		%	0.9-15.9%
				Default rate	4.1		%	0.0-24.1%
				Loss severity	12.9		%	0.0-100.0%

	$	683,252	Liquidation model	Discount rate	8.0		%	6.1-50.0%
				Annual change in home prices	3.5		%	(0.5)-12.2%
				Liquidation timeline (in years)	1.8			0.1-4.5
				Current value of underlying properties (3)	$	802		$2-$7,950
Total	$	1,383,502

(1) Excludes approximately $633,000 and $282.5 million of loans for which management considers the purchase price continues to reflect the fair value of such loans at September 30, 2019 and December 31, 2018, respectively.

(2) Amounts are weighted based on the fair value of the underlying loan.

(3) The simple average value of the properties underlying residential whole loans held at fair value valued via a liquidation model was approximately $357,000 and $400,000 as of September 30, 2019 and December 31, 2018, respectively.

Changes in market conditions, as well as changes in the assumptions or methodology used to determine fair value, could result in a significant increase or decrease in the fair value of residential whole loans.

The following table presents the carrying values and estimated fair values of the Company’s financial instruments at September 30, 2019 and December 31, 2018:



	Level in Fair Value Hierarchy	September 30, 2019				December 31, 2018
		Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
(In Thousands)		Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets:
Agency MBS	2	$	1,813,873	$	1,813,873	$	2,698,213	$	2,698,213
Non-Agency MBS	2	2,397,789		2,397,789		3,318,299		3,318,299
CRT securities	2	377,892		377,892		492,821		492,821
Residential whole loans, at carrying value	3	4,969,414		5,115,221		3,016,715		3,104,401
Residential whole loans, at fair value	3	1,453,169		1,453,169		1,665,978		1,665,978
MSR-related assets	2	1,164,284		1,164,284		611,807		611,807
Cash and cash equivalents	1	154,193		154,193		51,965		51,965
Restricted cash	1	38,998		38,998		36,744		36,744
Financial Liabilities (1):
Repurchase agreements	2	8,571,422		8,590,674		7,879,087		7,896,672
Securitized debt	2	605,712		609,899		684,420		680,209
Convertible Senior Notes	2	223,684		238,050		—		—
Senior Notes	1	96,850		104,311		96,816		99,951


(1)	Carrying value of securitized debt, Convertible Senior Notes, Senior Notes and certain repurchase agreements is net of associated debt issuance costs.

Assets Measured at Fair Value on a Nonrecurring Basis

The Company holds REO at the lower of the current carrying amount or fair value less estimated selling costs. During the nine months ended September 30, 2019, the Company recorded REO with an aggregate estimated fair value, less estimated cost to sell, of $193.5 million at the time of foreclosure. The Company classifies fair value measurements of REO as Level 3 in the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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