3. Mortgage Servicing Rights and Related Liabilities

The following table sets forth the carrying value of the Company’s mortgage servicing rights (“MSRs”) and the related liabilities.



	Successor
MSRs and Related Liabilities	March 31, 2019		December 31, 2018
Forward MSRs - fair value	$	3,481	$	3,665
Reverse MSRs - amortized cost	7		11
Mortgage servicing rights	$	3,488	$	3,676

Mortgage servicing liabilities - amortized cost	$	90	$	71

Excess spread financing - fair value	$	1,309	$	1,184
Mortgage servicing rights financing - fair value	34		32
MSR related liabilities - nonrecourse at fair value	$	1,343	$	1,216

Mortgage Servicing Rights

The Company owns and records at fair value the rights to service traditional residential mortgage (“forward”) loans for others either as a result of purchase transactions or from the retained servicing associated with the sales and securitizations of loans originated. MSRs are comprised of servicing rights related to both agency and non-agency loans.

The following table sets forth the activities of forward MSRs.



	Successor			Predecessor
MSRs - Fair Value	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Fair value - beginning of period	$	3,665		$	2,937
Additions:
Servicing retained from mortgage loans sold	66			68
Purchases of servicing rights⁽¹⁾	409			19
Dispositions:
Sales of servicing assets	(260		)	—
Changes in fair value:
Changes in valuation inputs or assumptions used in the valuation model	(332		)	239
Other changes in fair value	(67		)	(69		)
Fair value - end of period	$	3,481		$	3,194


⁽¹⁾	Purchases of servicing rights during the three months ended March 31, 2019 includes $271 of mortgage servicing rights that were acquired from Pacific Union. See Note 2, Acquisitions for further discussion.

From time to time, the Company sells its ownership interest in certain MSRs and is retained as the subservicer for the sold assets. The Company has evaluated the sale accounting requirements related to these transactions, including the Company’s continued involvement as the subservicer, and concluded that these transactions qualify for sale accounting treatment. During the three months ended March 31, 2019, the Company sold $19,409 in unpaid principal balance (“UPB”) of forward MSRs, of which $19,276 in UPB were retained by the Company as subservicer.

MSRs measured at fair value are segregated between credit sensitive and interest sensitive pools at acquisition of MSRs. Credit sensitive pools are primarily impacted by borrower performance under specified repayment terms, which most directly impacts involuntary prepayments and delinquency rates. Interest sensitive pools are primarily impacted by changes in forecasted interest rates, which in turn impact voluntary prepayment speeds. The Company assesses whether acquired portfolios are more credit sensitive or interest sensitive in nature on the date of acquisition. Numerous factors are considered in making this assessment, including loan-to-value ratios, FICO scores, percentage of portfolio previously modified, portfolio seasoning and similar criteria. The determination between credit sensitive and interest sensitive for a pool is made at the date of acquisition, and no subsequent changes are made.

Credit sensitive portfolios generally consist of higher delinquency, single-family non-conforming residential forward mortgage loans serviced for agency and non-agency investors. Due to the Company’s focus on recapture and modifications, significant amounts of the credit sensitive portfolio have been re-underwritten and, therefore, behave more like the interest sensitive portfolio. Interest sensitive portfolios generally consist of lower delinquency, single-family conforming residential forward mortgage loans for agency investors.

The following table provides a breakdown of credit sensitive and interest sensitive unpaid principal balance (“UPB”) for the Company’s forward MSRs.



	Successor
	March 31, 2019				December 31, 2018
MSRs - Sensitivity Pools	UPB		Fair Value		UPB		Fair Value
Credit sensitive	$	153,565	$	1,626	$	135,752	$	1,495
Interest sensitive	150,127		1,855		159,729		2,170
Total	$	303,692	$	3,481	$	295,481	$	3,665

The Company used the following key weighted-average inputs and assumptions in estimating the fair value of MSRs.



	Successor
	March 31, 2019		December 31, 2018
Credit Sensitive
Discount rate	11.3	%	11.3	%
Total prepayment speeds	13.5	%	11.8	%
Expected weighted-average life	6.0 years		6.4 years

Interest Sensitive
Discount rate	9.4	%	9.3	%
Total prepayment speeds	12.5	%	10.0	%
Expected weighted-average life	6.1 years		7.0 years

The following table shows the hypothetical effect on the fair value of the Successor’s MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated.



	Successor
	Discount Rate						Total Prepayment Speeds
MSRs - Hypothetical Sensitivities	100 bps Adverse Change			200 bps Adverse Change			10% Adverse Change			20% Adverse Change
March 31, 2019
Mortgage servicing rights	$	(125	)	$	(241	)	$	(147	)	$	(283	)

December 31, 2018
Mortgage servicing rights	$	(137	)	$	(265	)	$	(129	)	$	(250	)

These hypothetical sensitivities should be evaluated with care. The effect on fair value of a 10% adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects.

Reverse Mortgage Servicing Rights and Liabilities - Amortized Cost

The Company services certain HECM reverse mortgage loans with an unpaid principal balance of $27,014 and $28,415 as of March 31, 2019 and December 31, 2018, respectively. Mortgage servicing liabilities (“MSL”) had an ending balance of $90 and $71 as of March 31, 2019 and December 31, 2018, respectively. For the three months ended March 31, 2019 and 2018, the Company and Predecessor accreted $18 and $8 of the MSL and recorded other MSL adjustments of $37 and $3, respectively. The MSL adjustment recorded by the Company relates to the fair value adjustments for MSL assumed from the Merger as a result of revised cost to service assumption in the valuation of MSL during the measurement period. See Note 2, Acquisitions for further information. Such accretion recorded by the Predecessor relates to previous portfolio acquisitions.

Reverse MSR had an ending balance of $7 and $11 as of March 31, 2019 and December 31, 2018, respectively. For the three months ended March 31, 2019, the Company amortized $2 and recorded other MSR adjustments of $6. The MSR adjustment recorded by the Company relates to the fair value adjustments for MSR assumed from the Merger as a result of revised cost to service assumption in the valuation of MSR during the measurement period. See Note 2, Acquisitions for further information. For the three months ended March 31, 2018, the Predecessor recorded other MSR adjustments of $4.

The fair value of the reverse MSR was $7 and $11 as of March 31, 2019 and December 31, 2018, respectively. The fair value of the MSL was $75 and $53 as of March 31, 2019 and December 31, 2018, respectively. Management evaluates reverse MSRs and MSLs each reporting period for impairment. Based on management’s assessment at March 31, 2019, no impairment or increased obligation was needed.

Excess Spread Financing - Fair Value

In order to finance the acquisition of certain MSRs on various portfolios, the Company has entered into sale and assignment agreements with a third-party associated with funds and accounts under management of BlackRock Financial Management Inc. (“BlackRock”), a third-party associated with funds and accounts under management of Värde Partners, Inc. (“Varde”) and with certain affiliated entities formed and managed by New Residential Investment Corp. (“New Residential”). The Company sold to such entities the right to receive a specified percentage of the excess cash flow generated from the Portfolios after receipt of a fixed base servicing fee per loan. Servicing fees associated with traditional MSRs can be segregated into a contractually specified base servicing fee component and an excess servicing fee. The base servicing fee, along with ancillary income and earnings on escrows, is designed to cover costs incurred to service the specified pool plus a reasonable profit margin. The remaining servicing fee is considered excess. The Company retains all the base servicing fee, along with ancillary revenues and earnings on escrows, associated with servicing the Portfolios and retains a portion of the excess servicing fee. The Company continues to be the servicer of the Portfolios and provides all servicing and advancing functions.

Contemporaneous with the above, the Company entered into refinanced loan obligations with New Residential, BlackRock and Varde. Should the Company refinance any loan in the Portfolios, subject to certain limitations, it will be required to transfer the new loan or a replacement loan of similar economic characteristics into the Portfolios. The new or replacement loan will be governed by the same terms set forth in the sale and assignment agreement described above, which is the primary driver of the recapture rate assumption.

The range of key assumptions used in the Company’s valuation of excess spread financing are as follows.



	Successor
Excess Spread Financing	Prepayment Speeds	Average Life (Years)	Discount Rate	Recapture Rate
March 31, 2019
Low	6.8%	4.7	8.5%	7.9%
High	18.3%	7.2	13.9%	33.1%
Weighted-average	12.9%	5.9	10.4%	20.4%

December 31, 2018
Low	6.0%	5.0	8.5%	8.5%
High	16.7%	8.1	13.9%	30.5%
Weighted-average	11.0%	6.5	10.4%	18.6%

The following table shows the hypothetical effect on Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated.



	Successor
	Discount Rate				Prepayment Speeds
Excess Spread Financing - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change
March 31, 2019
Excess spread financing	$	50	$	104	$	50	$	106

December 31, 2018
Excess spread financing	$	47	$	99	$	38	$	81

As the cash flow assumptions utilized in determining the fair value amounts in the excess spread financing are based on the related cash flow assumptions utilized in the financed MSRs, any fair value changes recognized in the financed MSRs attributable to a related cash flow assumption would inherently have an inverse impact on the carrying amount of the related excess spread financing. For example, while an increase in discount rates would negatively impact the value of the Company’s financed MSRs, it would reduce the carrying value of the associated excess spread financing liability.

These hypothetical sensitivities should be evaluated with care. The effect on fair value of a 10% variation in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with the corresponding decrease in the net carrying amount of the excess spread financing.

Mortgage Servicing Rights Financing - Fair Value

From December 2013 through June 2014, the Company entered into agreements to sell a contractually specified base servicing fee component of certain MSRs and servicing advances under specified terms to a joint venture capitalized by New Residential and certain unaffiliated third-party investors. The Company continues to be the named servicer, and, for accounting purposes, ownership of the mortgage servicing rights continues to reside with the Company. Accordingly, the Company records the MSRs and an MSR financing liability associated with this transaction in its consolidated balance sheets.

The following table sets forth the weighted average assumptions used in the valuation of the mortgage servicing rights financing liability.



	Successor
Mortgage Servicing Rights Financing Assumptions	March 31, 2019		December 31, 2018
Advance financing rates	3.9	%	4.2	%
Annual advance recovery rates	19.3	%	19.0	%

The following table sets forth the items comprising revenues associated with servicing loan portfolios.



	Successor			Predecessor
Servicing Revenue	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Contractually specified servicing fees⁽¹⁾	$	281		$	250
Other service-related income⁽¹⁾⁽²⁾	50			28
Incentive and modification income⁽¹⁾	7			15
Late fees⁽¹⁾	25			24
Reverse servicing fees	9			19
Mark-to-market adjustments⁽³⁾	(293		)	152
Counterparty revenue share⁽⁴⁾	(48		)	(45		)
Amortization, net of accretion⁽⁵⁾	(23		)	(48		)
Total servicing revenue	$	8		$	395


⁽¹⁾	Amounts include subservicing related revenues.


⁽²⁾	Amount for the three months ended March 31, 2019 included a gain of $21 from the execution of a clean-up call option on a reverse mortgage loan trust, as the Company was the master servicer and holder of clean-up call rights.

⁽³⁾

Mark-to-market (“MTM”) adjustments include fair value adjustments on MSR, excess spread financing and MSR financing liabilities. The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was $11 for the three months ended March 31, 2019. The impact of negative modeled cash flows for the Predecessor was $12 for three months ended March 31, 2018.


⁽⁴⁾	Counterparty revenue share represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements and the payments made associated with MSRs financing arrangements.

⁽⁵⁾

Amortization is net of excess spread accretion of $36 and MSL accretion of $18 for the three months ended March 31, 2019. Amortization for the Predecessor is net of excess spread accretion of $30 for the three months ended March 31, 2018. The Predecessor recorded MSL accretion within reverse servicing fees, whereas the Successor has elected to record MSL accretion within Amortization, net of accretion.