Financing Agreements

3 Months Ended

Mar. 31, 2022

Disclosure of Repurchase Agreements [Abstract]

The following tables present the components of the Company’s Financing agreements at March 31, 2022 and December 31, 2021:


	March 31, 2022
(In Thousands)	Unpaid Principal Balance		Amortized Cost Balance		Fair Value/Carrying Value (1)
Financing agreements, at fair value
Agreements with mark-to-market collateral provisions	$	1,555,250	$	1,555,250	$	1,555,250
Agreements with non-mark-to-market collateral provisions	563,860		563,860		563,860
Securitized debt	1,741,305		1,751,112		1,685,796
Total Financing agreements, at fair value	$	3,860,415	$	3,870,222	$	3,804,906

Financing agreements, at carrying value
Securitized debt	$	1,178,650			$	1,173,265
Agreements with mark-to-market collateral provisions	1,386,009				1,385,685
Agreements with non-mark-to-market collateral provisions	438,374				437,548
Convertible senior notes	230,000				226,807
Total Financing agreements, at carrying value	$	3,233,033			$	3,223,305
Total Financing agreements	$	7,093,448			$	7,028,211


	December 31, 2021
(In Thousands)	Unpaid Principal Balance		Amortized Cost Balance		Fair Value/Carrying Value (1)
Financing agreements, at fair value
Agreements with mark-to-market collateral provisions	$	1,322,362	$	1,322,362	$	1,322,362
Agreements with non-mark-to-market collateral provisions	627,026		627,026		628,280
Securitized debt	1,304,912		1,318,593		1,316,131
Total Financing agreements, at fair value	$	3,254,300	$	3,267,981	$	3,266,773

Financing agreements, at carrying value
Securitized debt	$	1,340,583			$	1,334,342
Agreements with mark-to-market collateral provisions	1,240,510				1,239,937
Agreements with non-mark-to-market collateral provisions	311,977				311,260
Convertible senior notes	230,000				226,470
Total Financing agreements, at carrying value	$	3,123,070			$	3,112,009
Total Financing agreements	$	6,377,370			$	6,378,782

(1)Financing agreements at fair value are reported at estimated fair value each period as a result of the Company’s fair value option election. Other financing arrangements are reported at their carrying value (amortized cost basis) as the fair value option was not elected on these liabilities. Consequently, Total Financing agreements as presented reflects a summation of balances reported at fair and carrying value.

The following table presents information with respect to the Company’s financing agreements with mark-to-market collateral provisions and associated assets pledged as collateral at March 31, 2022 and December 31, 2021:


(Dollars in Thousands)	March 31, 2022			December 31, 2021
Mark-to-market financing agreements secured by residential whole loans	$	2,769,019		$	2,391,602
Fair value of residential whole loans pledged as collateral under financing agreements	$	3,559,415		$	3,301,288
Weighted average haircut on residential whole loans (1)	21.15		%	25.27		%
Mark-to-market financing agreements secured by securities at fair value	$	159,019		$	159,148
Securities at fair value pledged as collateral under financing agreements	$	250,171		$	256,685
Weighted average haircut on securities at fair value (1)	37.01		%	37.00		%
Mark-to-market financing agreements secured by real estate owned	$	12,897		$	11,549
Fair value of real estate owned pledged as collateral under financing agreements	$	35,753		$	34,606
Weighted average haircut on real estate owned (1)	51.51		%	58.46		%

(1)Haircut represents the percentage amount by which the collateral value is contractually required to exceed the loan amount.

The following table presents information with respect to the Company’s financing agreements with non-mark-to-market collateral provisions and associated assets pledged as collateral at March 31, 2022 and December 31, 2021:


(Dollars in Thousands)	March 31, 2022			December 31, 2021
Non-mark-to-market financing secured by residential whole loans	$	989,612		$	928,055
Fair value of residential whole loans pledged as collateral under financing agreements	$	1,422,837		$	1,420,283
Weighted average haircut on residential whole loans	26.88		%	29.98		%
Non-mark-to-market financing secured by real estate owned	$	11,796		$	11,485
Fair value of real estate owned pledged as collateral under financing agreements	$	31,921		$	29,894
Weighted average haircut on real estate owned	62.36		%	61.28		%

In addition, the Company had aggregate restricted cash held in connection with its financing agreements of $13.2 million and $10.2 million at March 31, 2022 and December 31, 2021, respectively.

The following table presents repricing information (excluding the impact of associated derivative hedging instruments, if any) about the Company’s financing agreements that have non-mark-to-market collateral provisions as well as those that have mark-to-market collateral provisions, at March 31, 2022 and December 31, 2021:


	March 31, 2022				December 31, 2021
	Amortized Cost Basis		Weighted Average Interest Rate		Amortized Cost Basis		Weighted Average Interest Rate
Time Until Interest Rate Reset
(Dollars in Thousands)
Within 30 days	$	3,629,100	2.57	%	$	3,222,268	2.36	%
Over 30 days to 3 months	268,202		2.46		257,444		2.49
Over 3 months to 12 months	46,191		4.36		22,164		4.50
Over 12 months	—		—		—		—
Total financing agreements	$	3,943,493	2.59	%	$	3,501,876	2.38	%

(a) Financing Agreements

The Company elected the fair value option on certain of its financing arrangements, primarily to simplify the accounting associated with costs incurred to establish the new facilities or renegotiate existing facilities.

The Company considers the most relevant feature that distinguishes between the various asset backed financing arrangements is how the financing arrangement is collateralized, including the ability of the lender to make margin calls on the Company based on changes in value of the underlying collateral securing the financing. Accordingly, further details are provided below regarding assets that are financed with agreements that have non-mark-to-market collateral provisions and assets that are financed with agreements that have mark-to-market collateral provisions.

Agreements with mark-to-market collateral provisions

The Company has entered into financing arrangements which contain mark-to-market provisions that permit the lending counterparties to make margin calls on the Company should the value of the pledged collateral decline. The Company is also permitted to recover previously posted margin payments, should values of the pledged collateral subsequently increase. These facilities generally reset on a monthly or quarterly basis and can be renewed at the discretion of the lending counterparty at financing costs reflecting prevailing market pricing.

Agreements with non-mark-to-market collateral provisions

The Company has also entered into financing arrangements which do not contain mark-to-market provisions. The Company has generally pledged, as collateral security for these facilities, certain of its residential whole loans, as well as the equity in subsidiaries that own the loans. These facilities have maturities ranging from 3 to 42 months and $511.6 million of the facilities contain extension options, with maximum extensions ranging from 13 to 39 months, subject to certain conditions, in some cases including the payment of an extension fee and provided that no events of default have occurred. The financing cost for these facilities is generally calculated at a spread over prevailing short term market interest rates, which generally reset monthly.

Securitized Debt

Securitized debt represents third-party liabilities of consolidated VIEs and excludes liabilities of the VIEs acquired by the Company that are eliminated in consolidation. The third-party beneficial interest holders in the VIEs have no recourse to the general credit of the Company. The weighted average fixed rate on the securitized debt was 2.41% at March 31, 2022 (see Notes 9 and 14 for further discussion).

Convertible Senior Notes

On June 3, 2019, the Company issued $230.0 million in aggregate principal amount of its Convertible Senior Notes in an underwritten public offering, including an additional $30.0 million issued pursuant to the exercise of the underwriters’ option to purchase additional Convertible Senior Notes. The total net proceeds the Company received from the offering were approximately $223.3 million, after deducting offering expenses and the underwriting discount. The Convertible Senior Notes bear interest at a fixed rate of 6.25% per year, paid semiannually on June 15 and December 15 of each year commencing December 15, 2019 and will mature on June 15, 2024, unless earlier converted, redeemed or repurchased in accordance with their terms. The Convertible Senior Notes are convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date into shares of the Company’s common stock based on a conversion rate of 31.4346 shares (which reflects an adjustment resulting from the Company’s 1-for-4 reverse stock split effected on April 4, 2022) of the Company’s common stock for each $1,000 principal amount of the Convertible Senior Notes, which is equivalent to a conversion price of approximately $31.81 per share of common stock. The Convertible Senior Notes have an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of 6.94%. The Company does not have the right to redeem the Convertible Senior Notes prior to maturity, except to the extent necessary to preserve its status as a REIT, in which case the Company may redeem the Convertible Senior Notes, in whole or in part, at a redemption price equal to the principal amount redeemed plus accrued and unpaid interest.

The Convertible Senior Notes are the Company’s senior unsecured obligations and are effectively junior to all of the Company’s secured indebtedness, which includes the Company’s repurchase agreements and other financing arrangements, to the extent of the value of the collateral securing such indebtedness and equal in right of payment to the Company’s existing and future senior unsecured obligations, including the Senior Notes.

Senior Notes

On April 11, 2012, the Company issued $100.0 million in aggregate principal amount of its Senior Notes in an underwritten public offering. On January 6, 2021, the Company redeemed all of its outstanding Senior Notes. The Senior Notes bore interest at a fixed rate of 8.00% per year, paid quarterly in arrears on January 15, April 15, July 15 and October 15. The Senior Notes had an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of 8.31%.

(b) Counterparties

The Company had financing agreements, including repurchase agreements and other forms of secured financing, with 14 counterparties at both March 31, 2022 and December 31, 2021. The following table presents information with respect to each counterparty under financing agreements for which the Company had greater than 5% of stockholders’ equity at risk in the aggregate at March 31, 2022:


	March 31, 2022
	Counterparty Rating (1)	Amount at Risk (2)		Weighted Average Months to Repricing for Repurchase Agreements	Percent of Stockholders’ Equity
Counterparty
(Dollars in Thousands)
Barclays Bank (3)	BBB/Aa3/A	$	562,272	1	23.9	%
Credit Suisse	BBB+/Baa1/A-	301,857		1	12.9
Wells Fargo	A+/Aa2/AA-	256,657		1	10.9

(1)As rated at March 31, 2022 by S&P, Moody’s and Fitch, Inc., respectively. The counterparty rating presented is the lowest published rating for these entities.

(2)The amount at risk reflects the difference between (a) the amount loaned to the Company through financing agreements, including interest payable, and (b) the cash and the fair value of the assets pledged by the Company as collateral, including accrued interest receivable on such assets.

(3)Includes amounts at risk with various affiliates of Athene Holding, Ltd., held via participation in a loan syndication administered by Barclays Bank.

The following tables present the Company’s assets (based on carrying value) pledged as collateral for its various financing arrangements as of March 31, 2022 and December 31, 2021:


	March 31, 2022
	Financing Agreements
(In Thousands)	Non-Mark-to-Market (1)		Mark-to-Market (1)		Securitized		Total
Assets:
Residential whole loans, at carrying value	$	580,181	$	380,393	$	1,344,110	$	2,304,684
Residential whole loans, at fair value	838,789		3,164,378		1,898,120		5,901,287
Securities, at fair value	—		250,171		—		250,171
Other assets: REO	27,391		30,681		36,321		94,393
Total	$	1,446,361	$	3,825,623	$	3,278,551	$	8,550,535


	December 31, 2021
	Financing Agreements
(In Thousands)	Non-Mark-to-Market (1)		Mark-to-Market (1)		Securitized		Total
Assets:
Residential whole loans, at carrying value	$	693,982	$	459,349	$	1,476,588	$	2,629,919
Residential whole loans, at fair value	706,377		2,810,865		1,525,114		5,042,356
Securities, at fair value	—		256,685		—		256,685
Other assets: REO	25,692		29,374		35,379		90,445
Total	$	1,426,051	$	3,556,273	$	3,037,081	$	8,019,405

(1)An aggregate of $31.2 million and $25.7 million of accrued interest on those assets pledged against non-mark-to-market and mark-to-market financings agreements had also been pledged as of March 31, 2022 and December 31, 2021, respectively.

The Company pledges securities or cash as collateral to its counterparties in relation to certain of its financing arrangements. The Company exchanges collateral with its counterparties based on changes in the fair value, notional amount and term of the associated financing arrangements and Swap contracts, as applicable. In connection with these margining practices, either the Company or its counterparty may be required to pledge cash or securities as collateral. When the Company’s pledged collateral exceeds the required margin, the Company may initiate a reverse margin call, at which time the counterparty may either return the excess collateral or provide collateral to the Company in the form of cash or equivalent securities. The Company’s assets pledged as collateral are also described in Notes 2(e) - Restricted Cash and 5(d) - Derivative Instruments.

Certain of the Company’s financing arrangements and derivative transactions are governed by underlying agreements that generally provide for a right of setoff in the event of default or in the event of a bankruptcy of either party to the transaction. In the Company’s consolidated balance sheets, all balances associated with repurchase agreements are presented on a gross basis.