Financing Agreements

9 Months Ended

Sep. 30, 2023

Disclosure of Repurchase Agreements [Abstract]

The following tables present the components of, and certain information with respect to, the Company’s Financing agreements at September 30, 2023 and December 31, 2022:


	September 30, 2023
(In Thousands)	Collateral	Unpaid Principal Balance		Fair Value / Carrying Value (1)		Weighted Average Cost of Funding (2)		Weighted Average Term to Maturity (Months)
Agreements with mark-to-market collateral provisions	Residential Whole Loans and REO	$	1,753,355	$	1,752,492	7.55	%	10.4
Agreements with mark-to-market collateral provisions	Securities	608,996		608,996		5.83	%	0.3
Total Agreements with mark-to-market collateral provisions		2,362,351		2,361,488		7.17	%
Agreements with non-mark-to-market collateral provisions	Residential Whole Loans and REO	1,125,773		1,124,953		7.88	%	14.3
Securitized debt	Residential Whole Loans	4,588,432		4,332,936		3.98	%	See Note 14
Convertible senior notes	Unsecured	219,589		218,596		6.94	%	8.5
Impact of net Swap carry						(1.41)	%
Total Financing agreements (2)		$	8,296,145	$	8,037,973	4.18	%


	December 31, 2022
(In Thousands)	Collateral	Unpaid Principal Balance		Fair Value / Carrying Value (1)		Weighted Average Cost of Funding (2)		Weighted Average Term to Maturity (Months)
Agreements with mark-to-market collateral provisions	Residential Whole Loans and REO	$	2,111,647	$	2,111,396	5.74	%	6.9
Agreements with mark-to-market collateral provisions	Securities	111,651		111,651		5.47	%	1.5
Total Agreements with mark-to-market collateral provisions		2,223,298		2,223,047		5.73	%
Agreements with non-mark-to-market collateral provisions	Residential Whole Loans and REO	1,004,260		1,003,604		6.53	%	16.8
Securitized debt	Residential Whole Loans	3,586,397		3,357,590		3.33	%	See Note 14
Convertible senior notes	Unsecured	229,989		227,845		6.94	%	17.5
Impact of net Swap carry						(0.84)	%
Total Financing agreements (2)		$	7,043,944	$	6,812,086	3.70	%

(1)The Company has both financing agreements held at fair value and financings agreements held at their carrying value (amortized cost basis). Financing agreements held at fair value are reported at estimated fair value each period as a result of the Company’s fair value option election. The fair value option was not elected for financing agreements held at carrying value. Consequently, Total financing agreements as presented reflects a summation of balances reported at fair and carrying value. At September 30, 2023, the Company had $505.7 million of agreements with mark-to-market collateral provisions held at fair value, $401.4 million of agreements with non-mark-to-market collateral provisions held at fair value, and $3.5 billion of securitized debt held at fair value, with amortized cost bases of $505.7 million, $401.4 million, and $3.7 billion, respectively. At December 31, 2022, the Company had $884.5 million of agreements with mark-to-market collateral provisions held at fair value, $578.9 million of agreements with non-mark-to-market collateral provisions held at fair value, and $2.4 billion of securitized debt held at fair value, with amortized cost bases of $884.5 million, $578.9 million, and $2.6 billion, respectively.

(2)Weighted average cost of funding reflects annualized quarter-to-date interest expense divided by average balance for the financing agreements. The cost of funding for the total financing agreements includes the impact of the net carry (the difference between swap interest income received and swap interest expense paid) on the Company’s Swaps. For the quarter ended September 30, 2023, this decreased the overall funding cost by 141 basis points, and for the quarter ended December 31, 2022, this decreased the overall funding cost by 84 basis points. The Company does not allocate the impact of the net carry by type of financing agreement.

The following table presents maturities with respect to the Company’s financing agreements with mark-to-market and non-mark-to-market collateral provisions:


	As of September 30, 2023
	Unpaid Principal Balance, Maturing In
(In Thousands)	Collateral	0-3 Months (1)		3-6 Months		6-12 Months		Greater than 12 Months (2)		Total
Agreements with mark-to-market collateral provisions	Residential Whole Loans	$	819,659	$	128,124	$	465,641	$	339,931	$	1,753,355
Agreements with mark-to-market collateral provisions	Securities	608,996		—		—		—		608,996
Total Agreements with mark-to-market collateral provisions		1,428,655		128,124		465,641		339,931		2,362,351
Agreements with non-mark-to-market collateral provisions	Residential Whole Loans	447,996		—		27,367		650,410		1,125,773

(1)$831.2 million of the mark-to-market agreements (included in the 0-3 months category) can be terminated by either party.

(2)Amounts presented are based on the assumed exercise of the Company’s unilateral option to extend by one year the maturity of an Agreement with mark-market collateral provisions with $339.9 million outstanding.

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 September 30, 2023 and December 31, 2022:


(Dollars in Thousands)	September 30, 2023			December 31, 2022
Mark-to-market financing agreements secured by residential whole loans	$	1,725,473		$	2,095,002
Fair value of residential whole loans pledged as collateral under financing agreements	$	2,172,992		$	2,632,489
Weighted average haircut on residential whole loans (1)	19.18		%	18.33		%
Mark-to-market financing agreements secured by securities at fair value	$	608,996		$	111,651
Securities at fair value pledged as collateral under financing agreements	$	678,801		$	177,111
Weighted average haircut on securities at fair value (1)	9.28		%	37.43		%
Mark-to-market financing agreements secured by real estate owned	$	27,018		$	16,394
Fair value of real estate owned pledged as collateral under financing agreements	$	53,715		$	33,367
Weighted average haircut on real estate owned (1)	48.66		%	48.07		%

(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 September 30, 2023 and December 31, 2022:


(Dollars in Thousands)	September 30, 2023			December 31, 2022
Non-mark-to-market financing secured by residential whole loans	$	1,124,953		$	994,494
Fair value of residential whole loans pledged as collateral under financing agreements	$	1,385,261		$	1,301,685
Weighted average haircut on residential whole loans	17.43		%	21.43		%
Non-mark-to-market financing secured by real estate owned	$	—		$	9,109
Fair value of real estate owned pledged as collateral under financing agreements	$	—		$	22,902
Weighted average haircut on real estate owned	—		%	60.23		%

In addition, the Company had aggregate restricted cash held in connection with its financing agreements of $22.4 million and $16.0 million at September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022:


	September 30, 2023				December 31, 2022
	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	$	3,435,884	7.38	%	$	3,060,111	6.60	%
Over 30 days to 3 months	52,240		6.63		167,447		6.19
Over 3 months to 12 months	—		—		—		—
Over 12 months	—		—		—		—
Total financing agreements	$	3,488,124	7.37	%	$	3,227,558	6.58	%

(a) Other Information on Financing Agreements

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 Reverse Stock Split) 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.

In February 2023, the Company’s Board authorized a repurchase program for its Convertible Senior Notes pursuant to which it may repurchase up to $100 million of its Convertible Senior Notes. The convertible notes repurchase program does not require the purchase of any minimum amount of Convertible Senior Notes. The timing and extent to which the Company may repurchase its Convertible Senior Notes will depend upon, among other things, market conditions, share price, liquidity, regulatory requirements and other factors, and repurchases may be commenced or suspended at any time without prior notice. In September 2023, the Company repurchased $10.4 million principal amount of the Convertible Senior Notes for $10.3 million and recorded a gain of $41,000 to Other, net on the consolidated statement of operations. At September 30, 2023, the aggregate principal amount of the Company’s Convertible Senior Notes outstanding was $219.6 million.

The Convertible Senior Notes are the Company’s senior unsecured obligations and are (i) 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 (ii) equal in right of payment to the Company’s existing and future senior unsecured obligations, if any.

(b) Counterparties

The Company had financing agreements, including repurchase agreements and other forms of secured financing, with 13 and 12 counterparties at September 30, 2023 and December 31, 2022, respectively. 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 September 30, 2023:


	September 30, 2023
	Amount at Risk (1)		Weighted Average Months to Repricing for Repurchase Agreements	Percent of Stockholders’ Equity
Counterparty
(Dollars in Thousands)
Wells Fargo	$	252,562	1	13.7	%
Barclays Bank	147,493		1	8.0
Churchill Finance LLC	143,996		1	7.8
Atlas Securitized Products, L.P.	96,686		1	5.2

(1)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.

The following tables present the Company’s assets (based on carrying value) pledged as collateral for its various financing arrangements as of September 30, 2023 and December 31, 2022:


	September 30, 2023
	Financing Agreements
(In Thousands)	Non-Mark-to-Market (1)		Mark-to-Market (1)		Securitized		Total
Assets:
Residential whole loans, at carrying value	$	58,487	$	346,353	$	1,193,739	$	1,598,579
Residential whole loans, at fair value	1,331,733		1,534,207		3,957,751		6,823,691
Securities, at fair value	—		678,801		—		678,801
Other assets: REO	—		46,883		32,055		78,938
Total	$	1,390,220	$	2,606,244	$	5,183,545	$	9,180,009


	December 31, 2022
	Financing Agreements
(In Thousands)	Non-Mark-to-Market (1)		Mark-to-Market (1)		Securitized		Total
Assets:
Residential whole loans, at carrying value	$	215,993	$	284,683	$	1,314,104	$	1,814,780
Residential whole loans, at fair value	1,095,556		2,164,158		2,720,757		5,980,471
Securities, at fair value	—		177,111		—		177,111
Other assets: REO	19,837		28,490		36,486		84,813
Total	$	1,331,386	$	2,654,442	$	4,071,347	$	8,057,175

(1)An aggregate of $34.9 million and $30.9 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 September 30, 2023 and December 31, 2022, 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 Swaps, 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(e) - 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.