Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Western Asset Mortgage Capital Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Western Asset Mortgage Capital Corporation and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Non-Qualified Residential Whole Loans
As described in Note 3 to the consolidated financial statements, the fair value of the Company’s Non-Qualified Residential Whole Loans (“Non-QM”) was $377.1 million as of December 31, 2022. The Company’s valuation is based upon prices obtained from an independent third-party pricing service that specializes in loan valuation, utilizing a discounted cash flow valuation model that is calibrated to recent loan trade execution. The valuation methodology incorporates commonly used market pricing methods, which include the inputs considered most significant to the determination of fair value of the Company's residential whole loans. The assumptions made by the independent third-party pricing service include the market discount rate, default assumption, loss severity and prepayment speeds.
Management reviews the analysis provided by pricing service as well as the key assumptions made available to the company.
The principal considerations for our determination that performing procedures relating to the valuation of the Company’s Non-QM Residential Whole Loans is a critical audit matter are the significant judgment by management to determine the fair value of these loans, which included significant assumptions related to the market discount rate, default assumption, loss severity and prepayment speeds, which in turn led to a high degree of auditor subjectivity, judgment, and effort in performing audit procedures and evaluating the audit evidence obtained related to the valuation and the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of Non-QM Residential Whole Loans, including controls over management’s loan data and the prices and significant assumptions received from the independent third-party pricing service. These procedures also included, among others, (i) the involvement of professionals with specialized skill and knowledge to assist in developing an independent range of prices for the Non-QM Residential Whole Loan portfolio and (ii) comparing the independent range to management’s estimate to evaluate the reasonableness of management’s estimate. Developing the independent estimate involved (i) testing the loan data provided by management and (ii) independently developing the assumptions related to the discount rate, default assumptions, loss severity and prepayment speeds by utilizing data obtained from market sources and observable transactions under a variety of macroeconomic scenarios.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 10, 2023
We have served as the Company’s auditor since 2011.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands—except share and per share data)
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Assets: | | | |
Cash and cash equivalents | $ | 18,011 | | | $ | 40,193 | |
Restricted cash | 248 | | | 260 | |
Agency mortgage-backed securities, at fair value ($249 and $1,172 pledged as collateral, at fair value, respectively) | 767 | | | 1,172 | |
Non-Agency mortgage-backed securities, at fair value ($100,115 and $123,947 pledged as collateral, at fair value, respectively) | 109,122 | | | 133,127 | |
Other securities, at fair value ($27,262 and $51,648 pledged as collateral, at fair value, respectively) | 27,262 | | | 51,648 | |
Residential Whole Loans, at fair value ($1,089,914 and $1,023,502 pledged as collateral, at fair value, respectively) | 1,091,145 | | | 1,023,502 | |
Residential Bridge Loans, at fair value (None and $5,207 pledged as collateral, at fair value, respectively) | 2,849 | | | 5,428 | |
Securitized commercial loans, at fair value | 1,085,103 | | | 1,355,808 | |
Commercial Loans, at fair value ($66,864 and $101,459 pledged as collateral, at fair value, respectively) | 90,002 | | | 130,572 | |
Investment related receivable | 5,960 | | | 22,133 | |
Interest receivable | 11,330 | | | 11,823 | |
Due from counterparties | 6,574 | | | 4,565 | |
Derivative assets, at fair value | 1 | | | 105 | |
Other assets | 4,860 | | | 45,364 | |
Total Assets(1) | $ | 2,453,234 | | | $ | 2,825,700 | |
Liabilities and Stockholders' Equity: | | | |
Liabilities: | | | |
Repurchase agreements, net | $ | 193,117 | | | $ | 617,189 | |
Convertible senior unsecured notes, net | 83,522 | | | 119,168 | |
Securitized debt, net ($1,719,865 and $1,344,370 at fair value and $128,217 and $180,116 held by affiliates, respectively) | 2,058,684 | | | 1,863,488 | |
Interest payable (includes $655 and $699 on securitized debt held by affiliates, respectively) | 12,794 | | | 10,272 | |
| | | |
Due to counterparties | 300 | | | — | |
Derivative liability, at fair value | 61 | | | 602 | |
Accounts payable and accrued expenses | 3,201 | | | 4,842 | |
Payable to affiliate | 4,028 | | | 1,925 | |
Dividend payable | 2,415 | | | 3,623 | |
Other liabilities | 300 | | | 262 | |
Total Liabilities(2) | 2,358,422 | | | 2,621,371 | |
Commitments and contingencies (Note 15) | | | |
Stockholders' Equity(3): | | | |
Common stock, $0.01 par value, 50,000,000 shares authorized, and 6,038,012 and 6,038,010 outstanding, respectively | 60 | | | 60 | |
Preferred stock, $0.01 par value, 10,000,000 shares authorized and no shares outstanding | — | | | — | |
Treasury stock, at cost, 57,981 and 57,981 shares held, respectively | (1,665) | | | (1,665) | |
Additional paid-in capital | 919,238 | | | 918,695 | |
Retained earnings (accumulated deficit) | (822,829) | | | (723,981) | |
Total Stockholders' Equity | 94,804 | | | 193,109 | |
Non-controlling interest | 8 | | | 11,220 | |
Total Equity | 94,812 | | | 204,329 | |
Total Liabilities and Stockholders' Equity | $ | 2,453,234 | | | $ | 2,825,700 | |
See notes to consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands—except share and per share data)
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
(1) Assets of consolidated VIEs included in the total assets above: | | | |
Cash and cash equivalents | $ | — | | | $ | 266 | |
Restricted cash | 248 | | | 260 | |
Residential Whole Loans, at fair value ($1,089,914 and $1,023,502 pledged as collateral, at fair value, respectively) | 1,091,145 | | | 1,023,502 | |
Residential Bridge Loans, at fair value (None and $5,207 pledged as collateral, at fair value, respectively) | 2,849 | | | 5,207 | |
Securitized commercial loans, at fair value | 1,085,103 | | | 1,355,808 | |
Commercial Loans, at fair value (None and $14,362 pledged as collateral, at fair value, respectively) | 14,362 | | | 14,362 | |
Investment related receivable | 5,914 | | | 22,087 | |
Interest receivable | 10,182 | | | 10,572 | |
Other assets | 509 | | | — | |
Total assets of consolidated VIEs | $ | 2,210,312 | | | $ | 2,432,064 | |
| | | | | | | | | | | |
(2) Liabilities of consolidated VIEs included in the total liabilities above: | | | |
Securitized debt, net ($1,719,865 and $1,344,370 at fair value and $128,217 and $180,116 held by affiliates, respectively) | $ | 2,058,684 | | | $ | 1,863,488 | |
Interest payable (includes $655 and $699 on securitized debt held by affiliates, respectively) | 8,303 | | | 6,480 | |
Accounts payable and accrued expenses | 43 | | | 78 | |
Other liabilities | 248 | | | 260 | |
Total liabilities of consolidated VIEs | $ | 2,067,278 | | | $ | 1,870,306 | |
(3) Amounts have been adjusted to reflect the one-for-ten reverse stock split effected July 11, 2022. See Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 12, "Stockholders' Equity" to the consolidated financial statements contained in this Annual Report on Form 10-K for additional details.
See notes to consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Statements of Operations
(in thousands—except share and per share data)
| | | | | | | | | | | | | | | | | |
| For the years ended December 31, |
| 2022 | | 2021 | | 2020 |
Net Interest Income | | | | | |
Interest income | $ | 158,719 | | | $ | 164,071 | | | $ | 178,028 | |
Interest expense (includes $13,757, $14,341 and $8,877 on securitized debt held by affiliates, respectively) | 137,732 | | | 136,910 | | | 132,591 | |
Net Interest Income | 20,987 | | | 27,161 | | | 45,437 | |
| | | | | |
Other Income (Loss) | | | | | |
Realized gain (loss), net | (36,669) | | | (10,927) | | | 84,271 | |
| | | | | |
Unrealized loss, net | (63,874) | | | (46,391) | | | (221,387) | |
Gain (loss) on derivative instruments, net | 16,218 | | | 549 | | | (197,703) | |
| | | | | |
Other, net | (147) | | | 490 | | | 339 | |
Other Income (Loss) | (84,472) | | | (56,279) | | | (334,480) | |
| | | | | |
Expenses | | | | | |
Management fee to affiliate | 3,942 | | | 5,937 | | | 4,544 | |
Transaction costs | 6,311 | | | 3,236 | | | 804 | |
Financing fee | — | | | — | | | 20,540 | |
Other operating expenses | 1,353 | | | 1,506 | | | 2,051 | |
General and administrative expenses: | | | | | |
Compensation expense | 1,650 | | | 2,571 | | | 2,787 | |
Professional fees | 6,031 | | | 3,890 | | | 4,878 | |
Other general and administrative expenses | 2,523 | | | 3,508 | | | 3,303 | |
Total general and administrative expenses | 10,204 | | | 9,969 | | | 10,968 | |
Total Expenses | 21,810 | | | 20,648 | | | 38,907 | |
| | | | | |
Loss before income taxes | (85,295) | | | (49,766) | | | (327,950) | |
Income tax provision | 171 | | | 99 | | | 396 | |
Net loss | (85,466) | | | (49,865) | | | (328,346) | |
Net income (loss) attributable to non-controlling interest | 3,613 | | | (912) | | | 8 | |
Net loss attributable to common stockholders and participating securities | $ | (89,079) | | | $ | (48,953) | | | $ | (328,354) | |
| | | | | |
Net loss per Common Share — Basic(1) | $ | (14.77) | | | $ | (8.07) | | | $ | (57.20) | |
Net loss per Common Share — Diluted(1) | $ | (14.77) | | | $ | (8.07) | | | $ | (57.20) | |
(1) Amounts have been adjusted to reflect the one-for-ten reverse stock split effected July 11, 2022. See Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 12, "Stockholders' Equity" to the consolidated financial statements contained in this Annual Report on Form 10-K for additional details.
See notes to consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
(in thousands—except shares and share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Outstanding | | Additional Paid-In Capital(1) | | Retained Earnings (Accumulated) Deficit | | Treasury Stock | | Total Stockholders' Equity | | Non-Controlling Interest | | Total Equity |
| Shares(1) | | Par | | | | | | |
Balance at December 31, 2019 | 5,352,390 | | | $ | 53 | | | $ | 889,709 | | | $ | (325,301) | | | $ | — | | | $ | 564,461 | | | $ | — | | | $ | 564,461 | |
Net proceeds from public offerings of common stock | 603,474 | | | 6 | | | 22,351 | | | — | | | — | | | 22,357 | | | — | | | 22,357 | |
Offering costs | — | | | — | | | (371) | | | — | | | — | | | (371) | | | — | | | (371) | |
Proceeds from non-controlling interest, net of offering costs | — | | | — | | | — | | | — | | | — | | | — | | | 2 | | | 2 | |
Exchange of convertible senior notes | 135,408 | | | 1 | | | 3,587 | | | — | | | — | | | 3,588 | | | — | | | 3,588 | |
Vesting of restricted stock | — | | | — | | | 699 | | | — | | | — | | | 699 | | | — | | | 699 | |
| | | | | | | | | | | | | | | |
Treasury stock | (10,000) | | | — | | | — | | | — | | | (578) | | | (578) | | | — | | | (578) | |
Net loss | — | | | — | | | — | | | (328,354) | | | — | | | (328,354) | | | 8 | | | (328,346) | |
Dividends declared on non-controlling interest | — | | | — | | | — | | | — | | | — | | | — | | | (8) | | | (8) | |
Dividends declared on common stock | — | | | — | | | 32 | | | (6,722) | | | — | | | (6,690) | | | — | | | (6,690) | |
Balance at December 31, 2020 | 6,081,272 | | | 60 | | | 916,007 | | | (660,377) | | | (578) | | | 255,112 | | | 2 | | | 255,114 | |
Equity contributions | — | | | — | | | — | | | — | | | — | | | — | | | 12,138 | | | 12,138 | |
Equity component of convertible unsecured notes | — | | | — | | | 2,060 | | | — | | | — | | | 2,060 | | | — | | | 2,060 | |
Exchange of phantom stock for common stock | 4,721 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Offering costs | — | | | — | | | (70) | | | — | | | — | | | (70) | | | — | | | (70) | |
| | | | | | | | | | | | | | | |
Vesting of restricted stock | — | | | — | | | 619 | | | — | | | — | | | 619 | | | — | | | 619 | |
| | | | | | | | | | | | | | | |
Treasury stock | (47,981) | | | — | | | — | | | — | | | (1,087) | | | (1,087) | | | — | | | (1,087) | |
Net loss | — | | | — | | | — | | | (48,953) | | | — | | | (48,953) | | | (912) | | | (49,865) | |
Dividends declared on non-controlling interest | — | | | — | | | — | | | — | | | — | | | — | | | (8) | | | (8) | |
Dividends declared on common stock | — | | | — | | | 79 | | | (14,651) | | | — | | | (14,572) | | | — | | | (14,572) | |
Balance at December 31, 2021 | 6,038,012 | | | 60 | | | 918,695 | | | (723,981) | | | (1,665) | | | 193,109 | | | 11,220 | | | 204,329 | |
Equity distributions | — | | | — | | | — | | | — | | | — | | | — | | | (14,817) | | | (14,817) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Vesting of restricted stock | — | | | — | | | 435 | | | — | | | — | | | 435 | | | — | | | 435 | |
| | | | | | | | | | | | | | | |
Net loss | — | | | — | | | — | | | (89,079) | | | — | | | (89,079) | | | 3,613 | | | (85,466) | |
Dividends declared on non-controlling interest | — | | | — | | | — | | | — | | | — | | | — | | | (8) | | | (8) | |
Dividends declared on common stock | — | | | — | | | 108 | | | (9,769) | | | — | | | (9,661) | | | — | | | (9,661) | |
Balance at December 31, 2022 | 6,038,012 | | | $ | 60 | | | $ | 919,238 | | | $ | (822,829) | | | $ | (1,665) | | | $ | 94,804 | | | $ | 8 | | | $ | 94,812 | |
(1) Amounts have been adjusted to reflect the one-for-ten reverse stock split effected July 11, 2022. See Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" and Note 12, "Stockholders' Equity" to the consolidated financial statements contained in this Annual Report on Form 10-K for additional details.
See notes to consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | | | | | |
| For the year ended December 31, |
| 2022 | | 2021 | | 2020 |
Cash flows from operating activities: | | | | | |
Net loss | $ | (85,466) | | | $ | (49,865) | | | $ | (328,346) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | |
Premium amortization and (discount accretion), net | 2,406 | | | 1,540 | | | 5,141 | |
Interest income earned added to principal of investments | (96) | | | (485) | | | (829) | |
Amortization of deferred financing costs | 2,525 | | | 5,445 | | | 3,577 | |
Amortization of discount on convertible senior unsecured notes | 820 | | | 944 | | | 1,097 | |
Restricted stock amortization | 435 | | | 618 | | | 699 | |
| | | | | |
Interest payments and basis recovered on MAC interest rate swaps | — | | | — | | | 202 | |
Premium on purchase of Residential Whole Loans | (6,619) | | | (17,058) | | | (3,858) | |
| | | | | |
| | | | | |
Financing fee | — | | | 8,540 | | | 12,000 | |
Unrealized loss, net | 63,874 | | | 46,391 | | | 221,387 | |
Unrealized (gain) loss on derivative instruments, net | (3,499) | | | 208 | | | 3,953 | |
| | | | | |
Realized (gain) loss on exchange and extinguishment of convertible senior notes, net | (50) | | | 1,509 | | | (3,644) | |
Realized (gain) loss on sale of real estate owned ("REO"), net | (11,966) | | | (54) | | | 789 | |
Realized (gain) loss on investments, net | 48,685 | | | 9,472 | | | (81,416) | |
Loss on derivatives, net | 1,762 | | | — | | | 13,134 | |
| | | | | |
Changes in operating assets and liabilities: | | | | | |
Interest receivable | 493 | | | 1,399 | | | 5,845 | |
Invested related receivable | — | | | 2,546 | | | (2,544) | |
Other assets | (848) | | | 339 | | | (905) | |
Interest payable | 2,522 | | | (1,734) | | | (2,995) | |
Accounts payable and accrued expenses | (1,639) | | | 2,095 | | | (499) | |
Payable to affiliate | 2,103 | | | (1,246) | | | 1,023 | |
Other liabilities | 50 | | | (8,539) | | | 8,541 | |
Net cash provided by (used in) operating activities | 15,492 | | | 2,065 | | | (147,648) | |
Cash flows from investing activities: | | | | | |
Purchase of securities | (39,952) | | | — | | | (320,996) | |
Proceeds from sale of securities | 56,427 | | | 27,488 | | | 2,234,048 | |
Principal repayments and basis recovered on securities | 7,665 | | | 16,704 | | | 35,352 | |
Proceeds from sale of REO | 55,573 | | | 738 | | | 2,620 | |
Purchase of Residential Whole Loans | (405,298) | | | (410,790) | | | (109,480) | |
Proceeds from sale of Residential Whole Loans | 11,735 | | | — | | | 144,258 | |
Principal repayments on Residential Whole Loans | 233,486 | | | 411,605 | | | 288,568 | |
| | | | | |
Principal repayments on Commercial Loans | 20,593 | | | 103,284 | | | 44,819 | |
| | | | | |
Principal repayments on securitized commercial loans | — | | | 354,203 | | | 349,608 | |
| | | | | |
Principal repayments on Residential Bridge Loans | 1,491 | | | 9,374 | | | 22,075 | |
| | | | | |
| | | | | |
Premium for credit default swaps, net | (347) | | | — | | | (14,028) | |
| | | | | |
Net settlements of TBAs | 2,051 | | | — | | | (2,430) | |
| | | | | |
Proceeds from sale of interest rate swaptions | 312 | | | — | | | — | |
| | | | | |
| | | | | |
Due from counterparties, net | 460 | | | 50 | | | 2,340 | |
| | | | | |
| | | | | |
Interest payments and basis recovered on MAC interest rate swaps | — | | | — | | | (202) | |
See notes to consolidated financial statements.
80
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(in thousands)
| | | | | | | | | | | | | | | | | |
| For the year ended December 31, |
| 2022 | | 2021 | | 2020 |
Premium for interest rate swaptions, net | (473) | | | — | | | 80 | |
Net cash (used in) provided by investing activities | (56,277) | | | 512,656 | | | 2,676,632 | |
| | | | | |
Cash flows from financing activities: | | | | | |
Net proceeds from issuance of common stock | — | | | — | | | 22,357 | |
| | | | | |
Payment of offering costs | (2) | | | (92) | | | (374) | |
Repurchase of common stock | — | | | (1,087) | | | (578) | |
| | | | | |
Proceeds from repurchase agreement borrowings | 3,519,541 | | | 4,592,689 | | | 10,020,593 | |
Proceeds from convertible note offering | — | | | 86,250 | | | — | |
Payments on extinguishment of convertible senior notes | (37,555) | | | (136,754) | | | (21,975) | |
Proceeds from offering to non-controlling interest, net of offering costs | — | | | — | | | 2 | |
Repayments of repurchase agreement borrowings | (3,943,613) | | | (4,334,346) | | | (12,486,624) | |
| | | | | |
| | | | | |
Proceeds from securitized debt | 742,432 | | | — | | | 460,787 | |
Repayments of securitized debt | (234,337) | | | (683,472) | | | (579,705) | |
| | | | | |
| | | | | |
| | | | | |
Financing fee | — | | | (8,540) | | | (12,000) | |
Payments made for deferred financing costs | — | | | (3,573) | | | (5,437) | |
Due from counterparties, net | (2,469) | | | (2,288) | | | 94,280 | |
Due to counterparties, net | 300 | | | (321) | | | (388) | |
Increase (decrease) in other liabilities, net | (12) | | | (75,873) | | | 23,185 | |
Equity distributions to non-controlling interest | (14,817) | | | — | | | — | |
Dividends paid on common stock | (10,869) | | | (14,598) | | | (19,633) | |
Dividends paid to non-controlling interest | (8) | | | (8) | | | (8) | |
Net cash provided by (used in) financing activities | 18,591 | | | (582,013) | | | (2,505,518) | |
| | | | | |
| | | | | |
| | | | | |
Net (decrease) increase in cash and cash equivalents | (22,194) | | | (67,292) | | | 23,466 | |
Cash, cash equivalents and restricted cash, beginning of period | 40,453 | | | 107,745 | | | 84,279 | |
Cash, cash equivalents and restricted cash, end of period | $ | 18,259 | | | $ | 40,453 | | | $ | 107,745 | |
| | | | | |
Supplemental disclosure of operating cash flow information: | | | | | |
Interest paid | $ | 107,510 | | | $ | 110,707 | | | $ | 119,957 | |
Income taxes paid | $ | 50 | | | $ | 192 | | | $ | 810 | |
Supplemental disclosure of non-cash financing/investing activities: | | | | | |
Underwriting and offering costs payable | $ | — | | | $ | 2 | | | $ | — | |
| | | | | |
Principal payments of securities, not settled | $ | — | | | $ | — | | | $ | 44 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Assets of deconsolidated VIE | $ | — | | | $ | — | | | $ | (150,804) | |
Liabilities of deconsolidated VIE | $ | — | | | $ | — | | | $ | 143,952 | |
Mortgage-backed securities recorded upon deconsolidation | $ | — | | | $ | — | | | $ | 6,852 | |
Assets of consolidated VIE | $ | — | | | $ | — | | | $ | 1,245,287 | |
Liabilities of consolidated VIE | $ | — | | | $ | — | | | $ | (1,231,549) | |
Mortgage-backed securities derecognized upon VIE consolidation | $ | — | | | $ | — | | | $ | (13,737) | |
| | | | | |
Dividends and distributions declared, not paid | $ | 2,415 | | | $ | 3,623 | | | $ | 3,649 | |
See notes to consolidated financial statements.
81
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(in thousands)
| | | | | | | | | | | | | | | | | |
| For the year ended December 31, |
| 2022 | | 2021 | | 2020 |
Principal payments of Residential Whole Loans, not settled | $ | 4,619 | | | $ | 21,970 | | | $ | 26,885 | |
Principal payments of Residential Bridge Loans, not settled | $ | 1,341 | | | $ | 163 | | | $ | 1,102 | |
Other assets - Transfer of Residential Whole Loans to REO | $ | 2,255 | | | $ | — | | | $ | — | |
Other assets - Transfer of Residential Bridge Loans to REO | $ | — | | | $ | 752 | | | $ | 419 | |
Other assets - Transfer of Commercial Loans to REO | $ | — | | | $ | 30,345 | | | $ | — | |
Other assets - Transfer of REO from non-controlling interest | $ | — | | | $ | 12,138 | | | $ | — | |
| | | | | |
Financing fee payable | $ | — | | | $ | — | | | $ | (8,540) | |
Exchange of convertible senior notes for commons stock | $ | — | | | $ | — | | | $ | 3,588 | |
| | | | | |
Reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets: | | | | | |
Cash and cash equivalents | $ | 18,011 | | | $ | 40,193 | | | $ | 31,613 | |
Restricted cash | 248 | | | 260 | | | 76,132 | |
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows | $ | 18,259 | | | $ | 40,453 | | | $ | 107,745 | |
See notes to consolidated financial statements.
82
Western Asset Mortgage Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands—except share and per share data)
The following defines certain of the commonly used terms in these Notes to Consolidated Financial Statements: “Agency” or “Agencies” refer to a federally chartered corporation, such as the Federal National Mortgage Association (“Fannie Mae” or “FNMA”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”), or an agency of the U.S. Government, such as the Government National Mortgage Association (“Ginnie Mae” or “GNMA”); references to “MBS” refer to mortgage backed securities, including residential mortgage-backed securities or “RMBS,” commercial mortgage-backed securities or “CMBS,” and “Interest-Only Strips” (as defined herein); “Agency MBS” refer to RMBS, CMBS and Interest-Only Strips issued or guaranteed by the Agencies while “Non-Agency MBS” refer to RMBS, CMBS and Interest-Only Strips that are not issued or guaranteed by the Agencies; references to “ARMs” refers to adjustable rate mortgages; references to “Interest-Only Strips” refer to interest-only (“IO”) and inverse interest-only (“IIO”) securities issued as part of or collateralized with MBS; references to “TBA” refer to To-Be-Announced Securities; and references to “Residential Whole Loans,” “Residential Bridge Loans” and “Commercial Loans” (collectively “Whole Loans”) refer to individual mortgage loans secured by single family, multifamily and commercial properties.
Note 1—Organization
Western Asset Mortgage Capital Corporation, a Delaware corporation, and its subsidiaries (the “Company”), commenced operations in May 2012. The Company invests in, finances, and manages a portfolio of real estate related securities, Whole Loans, and other financial assets. The Company’s current portfolio is comprised of Non-Qualified ("Non-QM") Residential Whole Loans, Non-Agency RMBS, Commercial Loans, Non-Agency CMBS, and to a lesser extent Agency RMBS, GSE Risk Transfer Securities, Residential Bridge Loans, and asset-backed securities (“ABS”) secured by a portfolio of private student loans. The Company’s investment strategy is based on Western Asset Management Company, LLC’s (the “Manager”) perspective of which mix of portfolio assets it believes provides the Company with the best risk-reward opportunities at any given time. The Company's current investment strategy will focus on residential real estate related investments, including but not limited to non-qualified mortgage loans, Non-agency RMBS, and other related investments. The Manager will vary the allocation among these asset classes subject to maintaining the Company’s qualification as a REIT and maintaining its exemption from the Investment Company Act of 1940, as amended (the “1940 Act”). These restrictions limit the Company’s ability to invest in non-qualified MBS, non-real estate assets, and/or assets which are not secured by real estate. Accordingly, the Company’s portfolio will continue to be principally invested in qualifying MBS, Whole Loans, and other real estate related assets.
The Company is externally managed by the Manager, an investment advisor registered with the Securities and Exchange Commission (“SEC”). The Manager is a wholly-owned subsidiary of Franklin Resources, Inc. (“Franklin”). The Company operates and has elected to be taxed as a real estate investment trust or “REIT” commencing with its taxable year ended December 31, 2012.
During the second quarter of 2022, the Company announced that its Board of Directors had authorized a review of strategic alternatives for the Company aimed at enhancing shareholder value, which may include a sale or merger of the Company. JMP Securities, A Citizens Company, has been retained as exclusive financial advisor to the Company. No assurance can be given that the review being undertaken will result in a sale, merger, or other transaction involving the Company, and the Company has not set a timetable for completion of the review process. The current market environment for mortgage REITs remains challenging, given the rapid rise in interest rates and the increased potential for an economic retrenchment, which has added complexity to our exploration of strategic partners. The Company does not intend to make any further statements regarding this process unless and until a definitive agreement for a transaction has been reached, or until the process of exploring strategic alternatives has ended.
Note 2—Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying financial statements and related notes have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"). The consolidated financial statements include the accounts of the Company, its wholly-owned and majority owned subsidiaries and VIEs in which it is considered the primary beneficiary. All intercompany amounts between the Company and its subsidiaries and consolidated VIEs have been eliminated in consolidation.
Reverse Stock Split
Our amended and restated certificate of incorporation as of June 30, 2022, authorizes the Company to issue a total of 600,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, par value $0.01 per share, and 100,000,000 shares of preferred stock, par value $0.01 per share.
Following approval by the Company’s stockholders of a reverse stock split between a range of 1-for-5 and 1-for-10 of currently outstanding shares of the Company’s common stock, on June 30, 2022, the Company's board of directors selected a one-for-ten reverse stock split ratio. The one-for-ten reverse stock split was effected on July 11, 2022, which reduced the total number of authorized shares of common stock from 500,000,000 to 50,000,000 and the total number of issued and outstanding shares from 60,380,105 to 6,038,012. The par value per share of our common stock remained unchanged at $0.01. All per share amounts and common shares outstanding have been adjusted on a retroactive basis to reflect the Company's one-for-ten reverse stock split.
Our stockholders' equity, in the aggregate, remains unchanged. Per share net income or loss increased because there are fewer shares of common stock outstanding. The common stock held in treasury was reduced in proportion to the reverse stock split ratio. There were no other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, that arose as a result of the reverse stock split. No fractional shares were issued in connection with the reverse stock split. Instead, each stockholder holding fractional shares was entitled to receive, in lieu of such fractional shares, cash in an amount determined based on the closing price of the Company's common stock the business day prior to the effective date. The reverse stock split applied to all of the Company's outstanding shares of common stock and did not affect any stockholder’s ownership percentage of shares of the Company's common stock, except for immaterial changes resulting from the payment of cash for fractional shares.
Variable Interest Entities
VIEs are defined as entities that by design either lack sufficient equity for the entity to finance its activities without additional subordinated financial support or are unable to direct the entity’s activities or are not exposed to the entity’s losses or entitled to its residual returns. The Company evaluates all of its interests in VIEs for consolidation. When the interests are determined to be variable interests, the Company assesses whether it is deemed the primary beneficiary. The primary beneficiary of a VIE is determined to be the party that has both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.
To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, it considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes: first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE.
To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, it considers all of its economic interests. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include; the design of the VIE, including its capitalization structure, subordination of interests, payment priority, relative share of interests held across various classes within the VIE’s capital structure, and the reasons why the interests are held by the Company.
In instances where the Company and its related parties have variable interests in a VIE, the Company considers whether there is a single party in the related party group that meets both the power and losses or benefits criteria on its own as though no related party relationship existed. If one party within the related party group meets both these criteria, such reporting entity is the primary beneficiary of the VIE and no further analysis is needed. If no party within the related party group on its own meets both the power and losses or benefits criteria, but the related party group as a whole meets these two criteria, the determination of primary beneficiary within the related party group requires significant judgment. The analysis is based upon qualitative as well as quantitative factors, such as the relationship of the VIE to each of the members of the related-party group,
as well as the significance of the VIE's activities to those members, with the objective of determining which party is most closely associated with the VIE. Ongoing assessments of whether an enterprise is the primary beneficiary of a VIE are required.
Use of Estimates
The preparation of the consolidated financial statements 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 periods. Actual results could differ from those estimates.
Earnings (Loss) Per Share
GAAP requires use of the two-class method in computing earnings per share for all periods presented for each class of common stock and participating securities as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for dividends declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for dividends declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. The Company’s participating securities are not allocated a share of the net loss, as the participating securities do not have a contractual obligation to share in the net losses of the Company.
The remaining earnings are allocated to common stockholders and participating securities, to the extent that each security shares in earnings, as if all of the earnings for the period had been distributed. Each total is then divided by the applicable number of weighted average outstanding common shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes the weighted average outstanding common shares and all potential common shares assumed issued if they are dilutive. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of these potential common shares.
Offering Costs
Offering costs borne by the Company in connection with common stock offerings and private placements are reflected as a reduction of additional paid-in-capital. Offering costs borne by the Company in connection with its shelf registration will be deferred and recorded in "Other assets" until such time the Company completes a common stock offering where all or a portion will be reclassified and reflected as a reduction of additional paid-in-capital. The deferred offering costs will be expensed upon the expiration of the shelf if the Company does not complete an equity offering.
Cash and Cash Equivalents
The Company considers all highly liquid short-term investments with original maturities of 90 days or less when purchased to be cash equivalents. Cash and cash equivalents are exposed to concentrations of credit risk. The Company places its cash and cash equivalents with what it believes to be high credit quality institutions. At times such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit.
Restricted Cash
Restricted cash represents cash held by the trustee or servicer for mortgage escrows in connection with the Company's securitized loan and commercial loan investments held in its consolidated VIEs. These escrows consist of principal and interest escrows, capital improvement reserves, repair reserves, real estate tax and insurance reserves and tenant reserves. The corresponding liability is recorded in "Other liabilities" in the Consolidated Balance Sheets. The restricted cash is not available for general corporate use.
Valuation of Financial Instruments
The Company discloses the fair value of its financial instruments according to a fair value hierarchy (Levels I, II, and III, as defined below). ASC 820, "Fair Value Measurement and Disclosures" establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. ASC 820 further specifies a hierarchy of
valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
Level I — Quoted prices in active markets for identical assets or liabilities.
Level II — Quoted prices for similar assets and liabilities 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 III — Prices are determined using significant unobservable inputs. 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 may be used.
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Transfers between levels are determined by the Company at the end of the reporting period. Refer to Note 3, "Fair Value of Financial Instruments" to the financial statements contained in this annual report on Form 10-K.
Mortgage-Backed Securities and Other Securities
The Company's mortgage-backed securities and other securities portfolio primarily consisted of Agency CMBS, Non-Agency CMBS, Agency RMBS, Non-Agency RMBS, ABS and other real estate related securities. These investments are recorded in accordance with ASC 320, “Investments - Debt and Equity Securities” and ASC 325-40, “Beneficial Interests in Securitized Financial Assets”. The Company has chosen to elect the fair value option pursuant to ASC 825, “Financial Instruments” for its mortgage-backed securities and other securities portfolio. Electing the fair value option allows the Company to record changes in fair value in the Consolidated Statements of Operations as a component of “Unrealized loss, net”.
Residential Whole Loans
Investments in Residential Whole Loans are recorded in accordance with ASC 310, "Receivables". The Company has chosen to elect the fair value option pursuant to ASC 825 for our entire Residential Whole-Loan portfolio. Residential Whole Loans are recorded at fair value with periodic changes in fair market value being recorded in earnings as a component of "Unrealized loss, net". All other costs incurred in connection with acquiring Residential Whole Loans or committing to purchase these loans are charged to expense as incurred.
Residential Bridge Loans
For the Bridge Loans acquired prior to October 25, 2017, the Company did not elect the fair value option pursuant to ASC 825. These loans are recorded at their principal amount outstanding, net of any premium or discount. Commencing with purchases on October 25, 2017, the Company decided to elect the fair value option pursuant to ASC 825 to be consistent with the accounting of its' other investments, which are all carried at fair value. These loans are recorded at fair value with periodic changes in fair market value being recorded in earnings as a component of "Unrealized loss, net." All other costs incurred in connection with acquiring the Residential Bridge Loans or committing to purchase these loans are charged to expense as incurred. All remaining bridge loans as of December 31, 2022 were purchased subsequent to October 25, 2017 and are accounted for at fair value.
Securitized Commercial Loans
Securitized commercial loans are comprised of commercial loans of consolidated variable interest entities which were sponsored by third parties. These loans are recorded in accordance with ASC 310-20, "Nonrefundable Fees and Other Costs". The Company has chosen to elect the fair value option pursuant to ASC 825. Accordingly, these loans are recorded at fair value with periodic changes in fair value being recorded in earnings as a component of "Unrealized loss, net".
Commercial Loans
Investments in Commercial Loans, which are comprised of first lien commercial mortgage loans and commercial mezzanine loans, are recorded in accordance with ASC 310-20, "Nonrefundable Fees and Other Costs". The Company has chosen to make the fair value election pursuant to ASC 825 for its Commercial Loan portfolio. Accordingly, these loans are recorded at fair value with periodic changes in fair value being recorded in earnings as a component of "Unrealized loss, net". All other costs incurred in connection with acquiring the Commercial Loans or committing to purchase these loans are charged to expense as incurred.
Credit Loss on Investments
The Company’s loan investments are typically collateralized by real estate. As a result, the Company regularly evaluates the extent and impact of any credit migration associated with the performance and or value of the underlying collateral property as well as the financial and operating capability of the borrower on a loan by loan basis. On a quarterly basis, the Company evaluates the collectability of both interest and principal of each loan, if circumstances warrant, to determine whether such loan is impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms.
The Company elected the Fair Value Option for all of its investments and accordingly it does not apply the expected loss model in accordance with ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL")" instead the Company records changes in fair value of these investment in the Consolidated Statements of Operations as a component of "Unrealized loss, net".
Real Estate Owned
REO represents real estate property acquired by the Company through foreclosure and it is classified as held for sale. Upon completion of the foreclosure, the Company initially records the REO at fair value less estimated costs to sell the property. In subsequent periods, REO is reported at the lower of the current carrying amount or fair value less estimated selling costs and it is classified in "Other assets" in the Consolidated Balance Sheets. Gains/losses recognized on foreclosure as well as realized gains/losses on the disposition of REO are reported by the Company in "Realized gain (loss), net" in the Consolidated Statements of Operations.
Interest Income Recognition
Agency MBS, Non-Agency MBS and other securities, excluding Interest-Only Strips, rated AA and higher at the time of purchase
Interest income on mortgage-backed and other securities is accrued based on the respective outstanding principal balances and corresponding contractual terms. The Company records interest income in accordance with ASC subtopic 310-20 "Receivables - Nonrefundable Fees and Other Costs", using the effective interest method. As such premiums and discounts associated with Agency MBS, Non-Agency MBS and other securities, excluding Interest-Only Strips, are amortized into interest income over the estimated life of such securities. Adjustments to premium and discount amortization are made for actual prepayment activity. The Company estimates prepayments at least quarterly for its securities and, as a result, if the projected prepayment speed increases, the Company will accelerate the rate of amortization on premiums or discounts and make a retrospective adjustment to historical amortization. Alternatively, if projected prepayment speeds decrease, the Company will reduce the rate of amortization on the premiums or discounts and make a retrospective adjustment to historical amortization.
Non-Agency MBS and other securities that are rated below AA at the time of purchase and Interest-Only Strips that are not classified as derivatives
Interest income on Non-Agency MBS and other securities that are rated below AA at the time of purchase and Interest-Only Strips that are not classified as derivatives are also recognized in accordance with ASC 835, using the effective yield method. The effective yield on these securities is based on the projected cash flows from each security, which is estimated based on the Company’s observation of the then current information and events, where applicable, and will include assumptions related to interest rates, prepayment rates and the timing and amount of credit losses. On at least a quarterly basis, the Company reviews and, if appropriate, makes adjustments to its cash flow projections based on input and analysis received from external sources, internal models, and its judgment about interest rates, prepayment rates, the timing and amount of credit losses, and
other factors. Changes in cash flows from those originally projected, or from those estimated at the last evaluation, may result in a prospective change in the yield/interest income recognized on such securities. Actual maturities of the securities are affected by the contractual lives of the underlying collateral, periodic payments of scheduled principal, and prepayments of principal. Therefore, actual maturities of the securities will generally be shorter than stated contractual maturities.
Loan Portfolio
Interest income on the Company's residential loan portfolio and commercial loan portfolio is recorded using the effective interest method based on the contractual payment terms of the loan. Any premium amortization or discount accretion will be reflected as a component of "Interest income" in the Consolidated Statements of Operations.
Income recognition is suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated.
Investment Related Receivables
The Company accounts for mortgage payments received from borrowers after the date of record of the trustee and/or recordkeeper but prior to period end as an Investment Related Receivable on the Balance Sheet in accordance with ASC 310, "Receivables." This balance is calculated based on subsequent month servicer and trustee reports and represents actual cash received prior to the date of record. Principal on each loan paid in accordance with this fact pattern is decreased when the amount of cash received prior to period end is known to the Company.
Purchases and Sales of Investments
The Company accounts for a contract for the purchase or sale of securities, or other securities that do not yet exist on a trade date basis, which it intends to take possession and thus recognizes the acquisition or disposition of the securities at the inception of the contract.
Sales of investments are driven by the Company’s portfolio management process. The Company seeks to mitigate risks including those associated with prepayments and will opportunistically rotate the portfolio into securities and/or other investments the Company’s Manager believes have more favorable attributes. Strategies may also be employed to manage net capital gains, which need to be distributed for tax purposes. Realized gains or losses on sales of investments, including Agency Interest-Only Strips not characterized as derivatives, are a component of "Realized gain (loss) on sale of investments, net" in the Consolidated Statements of Operations, and are recorded at the time of disposition. Realized gains or losses on Interest-Only Strips which are characterized as derivatives are a component of "Gain (loss) on derivative instruments, net" in the Consolidated Statements of Operations.
Due From Counterparties / Due To Counterparties
"Due from counterparties" represents cash posted by the Company with its counterparties as collateral for the Company’s interest rate and/or futures contracts, repurchase agreements, and TBAs. "Due to counterparties" represents cash posted with the Company by its counterparties as collateral under the Company’s interest rate and/or currency derivative financial instruments, repurchase agreements, and TBAs. Included in "Due from counterparties" and/or "Due to counterparties" are daily variation margin settlement amounts with counterparties which are based on the price movement of the Company’s futures contracts. Daily variation margin on only the Company's centrally cleared derivatives was treated as a settlement and classified as either "Derivative assets, at fair value" or "Derivative liability, at fair value" in the Consolidated Balance Sheets. In addition, as provided below, "Due to counterparties" may include non-cash collateral in which the Company has the obligation to return and which the Company has either sold or pledged. To the extent the Company receives collateral other than cash from its counterparties, such assets are not included in the Company’s Consolidated Balance Sheets. Notwithstanding the foregoing, if the Company either rehypothecates such assets or pledges the assets as collateral pursuant to a repurchase agreement, the cash received and the corresponding liability are reflected in the Consolidated Balance Sheets.
Derivatives and Hedging Activities
Subject to maintaining its qualification as a REIT for U.S. federal income tax purposes, the Company as part of its hedging strategy, we may enter into interest rate swaps, including forward starting swaps, interest rate swaptions, U.S. Treasury options, Eurodollar, Volatility Index and U.S, Treasury futures, TBAs, total return swaps, credit default swaps and forwards to hedge the interest rate and currency risk associated with its portfolio and related borrowings. Derivatives, subject to REIT requirements, are used for hedging purposes rather than speculation. The Company determines the fair value of its derivative positions and obtains quotations from third parties, including the Chicago Mercantile Exchange or CME, to facilitate the process of determining such fair values. The Company does not necessarily seek to hedge all such risks. In addition, if the Company’s hedging activities do not achieve the desired results, reported earnings may be adversely affected.
GAAP requires an entity to recognize all derivatives as either assets or liabilities on the balance sheet and to measure those instruments at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative. The fair value adjustment will affect either other comprehensive income in stockholders’ equity until the hedged item is recognized in earnings or net income depending on whether the derivative instrument is designated and qualifies as a for hedge for accounting purposes and if so, the nature of the hedging activity. The Company elected not to apply hedge accounting for its derivative instruments. Accordingly, the Company records the change in fair value of its derivative instruments, which includes net interest rate swap payments/receipts (including accrued amounts) and net currency payments/receipts (including accrued amounts) related to interest rate swaps and currency swaps, respectively, in "Gain (loss) on derivative instruments, net" in its Consolidated Statements of Operations.
The Company accounts for variation margins as partial settlement of the respective derivative asset or liability that will result in realized gains or losses on the derivative contract in the Consolidated Statement of Operation. The cash payments for variation margin are included in operating activities in the Consolidated Statements of Cash Flows.
In the Company’s Consolidated Statements of Cash Flows, premiums received or paid on termination of its interest rate swaps are included in cash flows from operating activities. Notwithstanding the foregoing, proceeds and payments on settlement of swaptions, futures contracts and TBAs are included in cash flows from investing activities. Proceeds and payments on settlement of forward contracts are reflected in cash flows from financing activities in the Company’s Consolidated Statements of Cash Flows. For Agency and Non-Agency Interest-Only Strips accounted for as derivatives, the purchase, sale and recovery of basis activity is included with MBS and other securities under cash flows from investing activities in the Company’s Consolidated Statements of Cash Flows.
The Company evaluates the terms and conditions of its holdings of Agency and Non-Agency Interest-Only Strips, interest rate swaptions, currency forwards, futures contracts and TBAs to determine if these instruments have the characteristics of an investment or should be considered a derivative under GAAP. In determining the classification of its holdings of Interest-Only Strips, the Company evaluates the securities to determine if the nature of the cash flows have been altered from that of the underlying mortgage collateral. Interest-Only Strips, for which the underlying mortgage collateral has been included into a structured security that alters the cash flows from the underlying mortgage collateral, are accounted for as derivatives. The carrying value of the Agency and Non-Agency Interest-Only Strips, accounted for as derivatives, is included in "Mortgage-backed securities and other securities, at fair value" in the Consolidated Balance Sheets. The carrying value of interest rate swaptions, currency forwards, futures contracts and TBAs is included in "Derivative assets, at fair value" or "Derivative liability, at fair value" in the Consolidated Balance Sheets. Interest earned or paid along with the change in fair value of these instruments accounted for as derivatives is recorded in "Gain (loss) on derivative instruments, net" in its Consolidated Statements of Operations.
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. An embedded derivative is separated from the host contact and accounted for separately when all of the guidance criteria are met. Hybrid instruments that are remeasured at fair value through earnings, including the fair value option are not bifurcated. Derivative instruments, including derivative instruments accounted for as liabilities, are recorded at fair value and are re-valued at each reporting date, with changes in the fair value together with interest earned or paid (including accrued amounts) reported in "Gain (loss) on derivative instruments, net" in the Consolidated Statements of Operations.
Repurchase Agreements and Reverse Repurchase Agreements
Investments sold under repurchase agreements are treated as collateralized financing transactions, unless they meet all the criteria for sales treatment. Securities financed through a repurchase agreement remain in the Company's Consolidated Balance Sheets as assets and cash received from the lender is recorded in the Company's Consolidated Balance Sheets as a liability. Interest payable in accordance with repurchase agreements is recorded as "Accrued interest payable" in the Consolidated Balance Sheets. Interest paid (including accrued amounts) in accordance with repurchase agreements is recorded as interest expense.
The Company may borrow securities under reverse repurchase agreements to deliver a security owned and sold by the Company but pledged to a different counterparty under a separate repurchase agreement when in the Manager’s view terminating the outstanding repurchase agreement is not in the Company’s best interest. Cash paid to the borrower is recorded in the Company’s Consolidated Balance Sheets as an asset. Interest receivable in accordance with reverse repurchase agreements is recorded as accrued interest receivable in the Consolidated Balance Sheets. The Company reflects all proceeds on reverse repurchase agreement and repayment of reverse repurchase agreement, on a net basis in the Consolidated Statements of Cash Flows. Upon sale of a pledged security, the Company recognizes an obligation to return the borrowed security in the Consolidated Balance Sheet in "Due to counterparties." The Company establishes haircuts to ensure the market value of the underlying asset remains sufficient to protect the Company in the event of default by the counterparty. Realized gains and losses associated with the sale of the security are recognized as an adjustment to Net income (loss) in "Realized gain (loss) on investments, net" in the Consolidated Statements of Cash Flows.
Securitized Debt Issued
Securitized debt issued represents Non-QM mortgage-backed securities issued through the Arroyo 2019-2, 2020-1, 2022-1, and 2022-2 securitization entities. Assets at these entities are held in the custody of securitization trustees and are not owned by the Company. These trustees collect principal and interest payments (less servicing and related fees) from the assets and make corresponding principal and interest payments to the securitized debt investors. In accordance with accounting guidance for CFEs (ASC 825), we account for the securitized debt issued under Arroyo 2022-1 and Arroyo 2022-2 at fair value, with periodic changes in fair value recorded in "Unrealized gain (loss), net" on our consolidated statements of income (loss). We account for the securitized debt issued under Arroyo 2019-2 and Arroyo 2020-1 at amortized cost. The Company did not elect the fair value option for these notes and accordingly they are recorded at their principal balance less unamortized deferred financing costs and classified in "Securitized debt, net" in the Consolidated Balance Sheets.
Convertible Senior Unsecured Notes
Convertible senior unsecured notes include unsecured convertible debt that is carried at its unpaid principal balance, net of any unamortized deferred issuance costs, in the Company’s Consolidated Balance Sheets. Interest on the notes is payable semiannually until such time the notes mature or are converted into shares of the Company’s common stock. ASC 470-20 "Debt-Debt with Conversion and Other Options" requires that convertible debt instruments with cash settlement features, including partial cash settlement, account for the liability component and equity component (conversion feature) of the instrument separately. The initial value of the liability component will reflect the present value of the discounted cash flows using the nonconvertible debt borrowing rate at the time of issuance. The debt discount represents the difference between the proceeds received from the issuance and the initial carrying value of the liability component, which is accreted back to the notes principal amount through interest expense over the life of the notes.
Share-based Compensation
Compensation cost related to restricted common stock or restricted stock units ("RSUs") issued to the Company’s independent directors, is measured at its fair value at the grant date and amortized into expense over the service period on a straight-line basis. Compensation cost related to restricted common stock issued to the Manager and to employees of the Manager, including officers and certain directors, of the Company who are employees of the Manager and its affiliates, is initially measured at fair value at the grant date, and amortized into expense over the vesting period on a straight-line basis.
Income Taxes
The Company operates and has elected to be taxed as a REIT commencing with its taxable year ended December 31, 2012. Accordingly, the Company will generally not be subject to corporate U.S. federal or state income tax to the extent that the Company makes qualifying distributions to stockholders, and provided that the Company satisfies, on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution and stock ownership tests. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which the Company lost its REIT qualification. Accordingly, the failure to qualify as a REIT could have a material adverse impact in the Company’s results of operations and amounts available for distribution to stockholders.
As a REIT, if the Company fails to distribute in any calendar year (subject to specific timing rules for certain dividends paid in January) at least the sum of (i) 85% of its ordinary income for such year, (ii) 95% of its capital gain net income for such year, and (iii) any undistributed taxable income from the prior year, the Company would be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (i) the amounts actually distributed and (ii) the amounts of income retained and on which the Company has paid corporate income tax.
The dividends paid deduction for qualifying dividends paid to stockholders is computed using the Company’s taxable income as opposed to net income reported in the Consolidated Statements of Operations. Taxable income, generally, will differ from net income reported in the Consolidated Statements of Operations because the determination of taxable income is based on tax regulations and not GAAP.
From time to time the Company may create and elect to treat certain subsidiaries as Taxable REIT Subsidiaries ("TRS"). In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A domestic TRS is subject to U.S. federal, state and local corporate income taxes, and its value, along with all other TRS's, may not exceed 20% of the value of the Company. If the TRS generates net income it may declare dividends to the Company, which will be included in the Company’s taxable income and necessitate a distribution to its stockholders. Conversely, if the Company retains earnings at the TRS level, no distribution is required and it can increase book equity of the consolidated entity. As of December 31, 2022, the Company has a single wholly-owned subsidiary which it has elected to treat as a domestic TRS.
Current and deferred taxes are recorded on earnings (losses) recognized by the Company's TRS. Deferred income tax assets and liabilities are calculated based upon temporary differences between the Company's U.S. GAAP consolidated financial statements and the federal and state basis of assets and liabilities as of the Consolidated Balance Sheet date. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance if, based on available evidence, it is more likely than not that some or all of its deferred tax assets will not be realized. In evaluating the realizability of the deferred tax asset, the Company will consider the expected future taxable income, existing and projected book to tax differences as well as tax planning strategies. This analysis is inherently subjective, as it is based on forecasted earning and business and economic activity. Changes in estimates of deferred tax asset realizability, if any, are included in "Income tax provision" in the Consolidated Statements of Operations.
Comprehensive Income (Loss)
The Company has none of the components of comprehensive income (loss) and therefore comprehensive income (loss) is not presented.
Recently adopted accounting pronouncements
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Description | | Effective Date | | Effect on Financial Statements |
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In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40).” The amendments in this Update affect entities that issue convertible instruments and/or contracts in an entity’s own equity. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. | | January 1, 2024 | | The Company evaluated the impact this standard may have on its consolidated financial statements and does not believe it will have a material impact on its financial statements and disclosures due to the limited nature of such transactions. |
In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which was beyond the current sunset date of Topic 848. Accordingly, during December 2022, the FASB issued ASU 2022-06 to defer the sunset date of ASC Topic 848, Reference Rate Reform, which provides temporary optional relief in accounting for the impact of reference rate reform from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. | | March 12, 2020 through December 31, 2024 | | With additional time granted to apply the relief in Topic 848 extended through December 31, 2024, Management will monitor legacy LIBOR reference rate contracts outstanding as of December 31, 2022 in the investment portfolio, as either they will terminate prior to the June 30, 2023 LIBOR cessation date currently set by the FCA, or the Company will use the practical expedients per Topic 848 to account for modifications to contracts prospectively within the scope of Topics 310, Receivables, and 470, Debt, as a continuation of the existing contracts, as long as no modifications effecting maturity or other terms are modified. The Company will adjust the effective interest rate of all contracts, hedging relationships, and other transactions that reference LIBOR to revised reference rates and spreads as they occur. The variable- and floating-rate note sectors have primarily transitioned away from LIBOR as the market has already adapted to the secured overnight financing rate (SOFR), as the primary index used by issuers. The Company believes this will not have a material impact on its financial statements and disclosures. |
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Note 3—Fair Value of Financial Instruments
The following tables present the Company's financial instruments carried at fair value as of December 31, 2022 and December 31, 2021, based upon the valuation hierarchy (dollars in thousands):
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| December 31, 2022 |
| Fair Value |
Assets | Level I | | Level II | | Level III | | Total |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Agency RMBS Interest-Only Strips | $ | — | | | $ | — | | | $ | 53 | | | $ | 53 | |
Agency RMBS Interest-Only Strips accounted for as derivatives, included in MBS | — | | | — | | | 714 | | | 714 | |
Subtotal Agency MBS | — | | | — | | | 767 | | | 767 | |
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Non-Agency CMBS | — | | | 85,435 | | | — | | | 85,435 | |
Non-Agency RMBS | — | | | 22,483 | | | — | | | 22,483 | |
Non-Agency RMBS Interest-Only Strips | — | | | — | | | 1,204 | | | 1,204 | |
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Subtotal Non-Agency MBS | — | | | 107,918 | | | 1,204 | | | 109,122 | |
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Other Securities | — | | | 27,262 | | | — | | | 27,262 | |
Total Mortgage-backed Securities and Other Securities | — | | | 135,180 | | | 1,971 | | | 137,151 | |
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Residential Whole Loans | — | | | — | | | 1,091,145 | | | 1,091,145 | |
Residential Bridge Loans | — | | | — | | | 2,849 | | | 2,849 | |
Commercial Loans | — | | | — | | | 90,002 | | | 90,002 | |
Securitized Commercial Loan | — | | | — | | | 1,085,103 | | | 1,085,103 | |
Derivative Assets | — | | | 1 | | | — | | | 1 | |
Total Assets | $ | — | | | $ | 135,181 | | | $ | 2,271,070 | | | $ | 2,406,251 | |
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Liabilities | | | | | | | |
Derivative Liabilities | $ | — | | | $ | 61 | | | $ | — | | | $ | 61 | |
Securitized Debt | — | | | 1,710,938 | | | 8,927 | | | 1,719,865 | |
Total Liabilities | $ | — | | | $ | 1,710,999 | | | $ | 8,927 | | | $ | 1,719,926 | |
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| December 31, 2021 |
| Fair Value |
Assets | Level I | | Level II | | Level III | | Total |
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Agency RMBS Interest-Only Strips | $ | — | | | $ | — | | | $ | 114 | | | $ | 114 | |
Agency RMBS Interest-Only Strips accounted for as derivatives, included in MBS | — | | | — | | | 1,058 | | | 1,058 | |
Subtotal Agency MBS | — | | | — | | | 1,172 | | | 1,172 | |
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Non-Agency CMBS | — | | | 99,630 | | | 5,728 | | | 105,358 | |
Non-Agency RMBS | — | | | 25,652 | | | — | | | 25,652 | |
Non-Agency RMBS Interest-Only Strips | — | | | — | | | 2,117 | | | 2,117 | |
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Subtotal Non-Agency MBS | — | | | 125,282 | | | 7,845 | | | 133,127 | |
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Other securities | — | | | 51,648 | | | — | | | 51,648 | |
Total mortgage-backed securities and other securities | — | | | 176,930 | | | 9,017 | | | 185,947 | |
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Residential Whole Loans | — | | | — | | | 1,023,502 | | | 1,023,502 | |
Residential Bridge Loans | | | — | | | 5,428 | | | 5,428 | |
Commercial Loans | — | | | — | | | 130,572 | | | 130,572 | |
Securitized Commercial loan | — | | | — | | | 1,355,808 | | | 1,355,808 | |
Derivative assets | — | | | 105 | | | — | | | 105 | |
Total Assets | $ | — | | | $ | 177,035 | | | $ | 2,524,327 | | | $ | 2,701,362 | |
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Liabilities | | | | | | | |
Derivative liabilities | $ | — | | | $ | 602 | | | $ | — | | | $ | 602 | |
Securitized debt | — | | | 1,329,451 | | | 14,919 | | | 1,344,370 | |
Total Liabilities | $ | — | | | $ | 1,330,053 | | | $ | 14,919 | | | $ | 1,344,972 | |
When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Company will use independent pricing services and if the independent pricing service cannot price a particular asset or liability, the Company will obtain third party broker quotes. The Manager's pricing group, which functions independently from its portfolio management personnel, reviews the third-party broker quotes by comparing the broker quotes for reasonableness to alternate sources when available. If independent pricing services or third-party broker quotes are not available, the Company determines the fair value of the securities using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and when applicable, estimates of prepayments and credit losses.
In instances when the Company is required to consolidate a VIE that is determined to be a qualifying collateralized financing entity ("CFE"), under GAAP and if the Company has elected the fair value option for the securitized debt, the Company will measure both the financial assets and financial liabilities of the VIE using the fair value of either the VIE’s financial assets or financial liabilities, whichever is more observable.
Mortgage-backed Securities and Other Securities
In determining the proper fair value hierarchy or level the Company considers the amount of available observable market data for each security. For Agency IOs, Non-Agency RMBS, CMBS and other securities, to determine whether a security should be a Level II, the securities are grouped by security type and the Manager reviews the internal trade history, for the quarter, for each security type. If there is sufficient trade data above a predetermined threshold of a security type, the Manager determines it has sufficient observable market data and the security will be categorized as a Level II; otherwise, the security is classified as a Level III.
Values for the Company's securities are based upon prices obtained from independent third-party pricing services. The valuation methodology of the third-party pricing services incorporates market information and commonly used market pricing methods, which include actual trades and quoted prices for similar or identical instruments, and are designed to produce a pricing process that is responsive to market conditions. Depending on the type of asset and the underlying collateral, the primary inputs to the model include yields for TBAs, Agency RMBS, the U.S. Treasury market and floating rate indices such as LIBOR, the Constant Maturity Treasury rate and the prime rate as a benchmark yield. In addition, the model may incorporate the current weighted average maturity and additional pool level information such as prepayment speeds, default frequencies and default severities, if applicable. When the third-party pricing service cannot adequately price a particular security, the Company utilizes a broker's quote which is reviewed for reasonableness by the Manager's pricing group.
Residential Whole Loans and Residential Bridge Loans
Values for the Company's Residential Whole Loans and Residential Bridge Loans are based upon prices obtained from an independent third-party pricing service that specializes in loan valuation, utilizing a discounted cash flow valuation model that is calibrated to recent loan trade execution. Their valuation methodology incorporates commonly used market pricing methods, which include the inputs considered most significant to the determination of fair value of the Company's residential whole loans and residential bridge loans. The key loan inputs include loan balance, interest rate, loan to value, delinquencies and fair value of the collateral for collateral dependent loans. The assumption made by the independent third-party pricing service includes the market discount rate, default assumptions and loss severity. Other inputs and assumptions relevant to the pricing of residential whole loans include FICO scores and prepayment speeds.
The independent third-party pricing service used a combination of recent loan trades and recent residential whole loans securitization transactions adjusted for deal cost and liquidity premium, to form their opinion on the appropriate discount rate.
The Company reviews the analysis provided by pricing service as well as the key assumptions made available to the Company. Due to the inherent uncertainty of such valuation, the fair values established for residential whole loans held by the Company may differ from the fair values that would have been established if a readily available market existed for these loans. In addition, the fair values for the Company’s Non-QM residential whole loans held in Arroyo Trust 2022-1 and Arroyo Trust 2022-2, are measured using the fair value of the securitized debt based on the CFE valuation methodology. See Note 5, "Residential Whole Loans and Residential Bridge Loans" to the consolidated financial statements contained in this Annual Report on Form 10-K for additional details. Accordingly, the Company classifies its Residential Whole Loans and Residential Bridge Loans as Level III.
Commercial Loans
Values for the Company's Commercial Loans are based upon prices obtained from an independent third-party pricing service that specializes in loan valuation, utilizing a valuation model that is calibrated to recent loan trade execution. Their valuation methodology incorporates commonly used market pricing methods, which include the inputs considered most significant to the determination of fair value of the Company's commercial loans. The assumptions made by the independent third-party pricing vendor include a market discount rate, default assumption, loss severity, cash flows and probability weighted loss scenarios. The Company reviews the analysis provided by the pricing service as well as the key assumptions. Due to the inherent uncertainty of such valuation, the fair values established for commercial loans held by the Company may differ from the fair values that would have been established if a readily available market existed for these loans. Accordingly, the Company's commercial loans are classified as a Level III.
Securitized Commercial Loans
Values for the Company’s securitized commercial loans are based on the collateralized financing entity ("CFE") valuation methodology. Since there is an extremely limited market for the securitized commercial loans, the Company determined the securitized debt is more actively traded and therefore was more observable. Due to the inherent uncertainty of the securitized commercial loans' valuation, the Company classifies its securitized commercial loans as Level III.
Securitized Debt
Values for the Company's securitized debt that the Company elected the fair value option are based upon prices obtained from independent third-party pricing services. The valuation methodology of the third-party pricing services incorporates market information and commonly used market pricing methods, which include actual trades and quoted prices for similar or identical instruments. In determining the proper fair value hierarchy or level, the Company considers the amount of available observable market data for each security. Since the securitized debt represents traded debt securities, the Manager's
pricing team reviews the trade activity during the quarter for each security to determine the appropriate level within the fair value hierarchy. If there is sufficient trade data above a predetermined volume threshold, the Manager determines it has sufficient observable market data and the debt security will be categorized as a Level II. If there is not sufficient observable market data the debt security will be categorized as a Level III.
Third party pricing data review
The Company performs quarterly reviews of the independent third-party pricing data. These reviews may include a review of the valuation methodology used by third-party valuation specialists and review of the daily change in the prices provided by the independent pricing vendor which exceed established tolerances or comparisons to executed transaction prices, utilizing the Manager's pricing group. The Manager's pricing group, which functions independently from its portfolio management personnel, reviews the price differences or changes in price by comparing the vendor price to alternate sources including other independent pricing services or broker quotations. If the price change or difference cannot be corroborated, the Manager's pricing group consults with the portfolio management team for market color in reviewing such pricing data as warranted. To the extent that the Manager has information, typically in the form of broker quotations that would indicate that a price received from the independent pricing service is outside of a tolerance range, the Manager generally challenges the independent pricing service price.
The following tables present a summary of the available quantitative information about the significant unobservable inputs used in the fair value measurement of financial instruments for which the Company has utilized Level III inputs to determine fair value as of December 31, 2022 and December 31, 2021 (dollars in thousands):
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| | Fair Value at | | | | | | Range | | |
| | December 31, 2022 | | Valuation Technique | | Unobservable Input | | Minimum | | Maximum | | Weighted Average |
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Residential Whole Loans | | $1,091,145 | | Discounted Cash Flow | | Market Discount Rate | | 6.0% | | 8.4% | | 6.8% |
| | | | | | Weighted Average Life | | 1.4 | | 10.4 | | 5.4 |
Residential Bridge Loans | | $2,849 | | Discounted Cash Flow | | Market Discount Rate | | 12.9% | | 35.7% |
| 22.4% |
| | | | | | Weighted Average Life | | 0.4 | | 4.1 | | 2.0 |
Securitized Commercial Loans | | $1,085,103 | | Market Comparables, Vendor Pricing | | Weighted Average Life | | 2.7 | | 2.7 | | 2.7 |
Commercial Loans | | $90,002 | | Discounted Cash Flow | | Market Discount Rate | | 8.4% | | 9.6% | | 9.2% |
| | | | | | Weighted Average Life | | 0.3 | | 2.4 | | 1.2 |
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| | Fair Value at | | | | | | Range | | |
| | December 31, 2021 | | Valuation Technique | | Unobservable Input | | Minimum | | Maximum | | Weighted Average |
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Residential Whole Loans | | $1,023,502 | | Discounted Cash Flow | | Market Discount Rate | | 2.6% | | 7.5% | | 3.5% |
| | | | | | Weighted Average Life | | 1.4 | | 8.9 | | 3.1 |
Residential Bridge Loans | | $5,428 | | Discounted Cash Flow | | Market Discount Rate | | 9.8% | | 23.1% | | 17.2% |
| | | | | | Weighted Average Life | | 0.3 | | 3.6 | | 2.4 |
Securitized Commercial Loans | | $1,355,808 | | Market Comparables, Vendor Pricing | | Weighted Average Life | | 3.6 | | 3.6 | | 3.6 |
Commercial Loans | | $130,572 | | Discounted Cash Flow | | Market Discount Rate | | 4.5% | | 21.7% | | 9.3% |
| | | | | | Weighted Average Life | | 0.5 | | 2.8 | | 1.2 |
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The following tables present additional information about the Company's financial instruments which are measured at fair value on a recurring basis for which the Company has utilized Level III inputs to determine fair value (dollars in thousands):
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| Year ended December 31, 2022 |
| Agency MBS | | Non-Agency MBS | | | | Residential Whole Loans | | Residential Bridge Loans | | Commercial Loans | | Securitized Commercial Loans | | Securitized Debt | | |
Beginning balance | $ | 1,172 | | | $ | 7,845 | | | | | $ | 1,023,502 | | | $ | 5,428 | | | $ | 130,572 | | | $ | 1,355,808 | | | $ | 14,919 | | | |
Transfers into Level III from Level II | — | | | — | | | | | — | | | — | | | — | | | — | | | — | | | |
Transfers from Level III into Level II | — | | | (5,437) | | | | | — | | | — | | | — | | | — | | | — | | | |
Purchases | — | | | — | | | | | 399,948 | | | — | | | — | | | — | | | — | | | |
Sales and settlements | — | | | — | | | | | (11,362) | | | — | | | — | | | — | | | — | | | |
Transfers to REO | — | | | — | | | | | (2,255) | | | — | | | — | | | — | | | — | | | |
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Loan modifications / capitalized interest | — | | | — | | | | | 21 | | | — | | | — | | | — | | | — | | | |
Principal repayments | — | | | — | | | | | (204,720) | | | (2,670) | | | (20,593) | | | — | | | — | | | |
Total net gains/losses included in net income | | | | | | | | | | | | | | | | | |
Realized gains/(losses), net on assets | — | | | — | | | | | (101) | | | — | | | — | | | — | | | — | | | |
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Unrealized gains/(losses), net on assets(1) | (303) | | | (863) | | | | | (108,698) | | | 91 | | | (19,977) | | | (297,343) | | | — | | | |
Unrealized (gains)/losses, net on liabilities(2) | — | | | — | | | | | — | | | — | | | — | | | — | | | (1,840) | | | |
Premium and discount amortization, net | (102) | | | (341) | | | | | (5,190) | | | — | | | — | | | 26,638 | | | (4,152) | | | |
Ending balance | $ | 767 | | | $ | 1,204 | | | | | $ | 1,091,145 | | | $ | 2,849 | | | $ | 90,002 | | | $ | 1,085,103 | | | $ | 8,927 | | | |
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Unrealized gains/(losses), net on assets held at the end of the period(1) | $ | (303) | | | $ | (509) | | | | | $ | (92,662) | | | $ | (76) | | | $ | (19,984) | | | $ | (297,343) | | | $ | — | | | |
Unrealized gains/(losses), net on liabilities held at the end of the period(2) | $ | — | | | $ | — | | | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,840 | | | |
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| Year ended December 31, 2021 |
| Agency MBS | | Non-Agency MBS | | Other Securities | | Residential Whole Loans | | Residential Bridge Loans | | Commercial Loans | | Securitized Commercial Loans | | Securitized Debt |
Beginning balance | $ | 1,708 | | | $ | 34,369 | | | $ | 8,593 | | | $ | 1,008,782 | | | $ | 12,813 | | | $ | 310,523 | | | $ | 1,605,335 | | | $ | 15,418 | |
Transfers into Level III from Level II | — | | | 5,683 | | | — | | | — | | | — | | | — | | | — | | | — | |
Transfers from Level III into Level II | — | | | (32,471) | | | (10,306) | | | — | | | — | | | — | | | — | | | — | |
Purchases | — | | | — | | | — | | | 422,041 | | | — | | | — | | | — | | | — | |
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Transfers to REO | — | | | — | | | — | | | — | | | (752) | | | (30,000) | | | — | | | — | |
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Loan modifications / capitalized interest | — | | | — | | | — | | | 486 | | | — | | | — | | | — | | | — | |
Principal repayments | — | | | (256) | | | — | | | (401,075) | | | (7,312) | | | (103,285) | | | (354,202) | | | — | |
Total net gains / (losses) included in net income | | | | | | | | | | | | | | | |
Realized gains/(losses), net on assets | — | | | — | | | — | | | — | | | (206) | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
Unrealized gains/(losses), net on assets(1) | (206) | | | 698 | | | 1,657 | | | 2,354 | | | 907 | | | (46,813) | | | 79,972 | | | — | |
Unrealized (gains)/losses, net on liabilities(2) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,056 | |
Premium and discount amortization, net | (330) | | | (178) | | | 56 | | | (9,086) | | | (22) | | | 147 | | | 24,703 | | | (4,555) | |
Ending balance | $ | 1,172 | | | $ | 7,845 | | | $ | — | | | $ | 1,023,502 | | | $ | 5,428 | | | $ | 130,572 | | | $ | 1,355,808 | | | $ | 14,919 | |
| | | | | | | | | | | | | | | |
Unrealized gains/(losses), net on assets held at the end of the period(1) | $ | (206) | | | $ | (1,173) | | | $ | — | | | $ | 5,795 | | | $ | 149 | | | $ | (50,034) | | | $ | 64,973 | | | $ | — | |
Unrealized gains/(losses), net on liabilities held at the end of the period(2) | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (3,603) | |
(1) Gains and losses are included in "Unrealized loss, net" in the Consolidated Statements of Operations.
(2) Gains and losses on securitized debt are included in "Unrealized loss, net" in the Consolidated Statements of Operations.
Transfers between hierarchy levels for the years ended December 31, 2022 and December 31, 2021 were based on the availability of sufficient observable inputs. Movements from Level II to Level III was based on the back-testing of historical sales transactions performed by the Manager, which did not provide sufficient observable data to meet Level II versus Level III criteria, resulting in the movement from Level II to Level III. Movements from Level III to Level II was based on information received from a third party pricing service which, along with the back-testing of historical sales transactions performed by the Manager, provided the sufficient observable data for the movement from Level III to Level II. The Company did not have transfers between either Level I and Level II or Level I and Level III for the years ended December 31, 2022 and December 31, 2021.
Other Fair Value Disclosures
The Company's repurchase agreements, convertible senior unsecured notes, and securitized debt from the Arroyo 2019-2 and Arroyo 2020-1 trusts are not carried at fair value in the consolidated financial statements.
Borrowings under repurchase agreements
The fair values of the Company's repurchase agreements approximates the carrying value due to the floating interest rates that are based on an index plus a spread, which is typically consistent with those demanded in the market and the short-term maturities of generally one year or less. The Company's repurchase agreements are classified as Level II.
Convertible senior unsecured notes
The fair value of the convertible senior unsecured notes is based on quoted market prices. Accordingly, the Company's convertible senior unsecured notes are classified as Level I.
The following table presents the carrying value and estimated fair value of the Company’s convertible senior unsecured notes and securitized debt that are not carried at fair value as of December 31, 2022 and December 31, 2021 in the consolidated financial statements (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Carrying Value | | Estimated Fair Value | | Carrying Value | | Estimated Fair Value |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Convertible senior unsecured notes | 83,522 | | | 74,712 | | | 119,168 | | | 122,133 | |
Securitized debt(1) | 342,965 | | | 309,474 | | | 524,649 | | | 528,046 | |
Total | $ | 426,487 | | | $ | 384,186 | | | $ | 643,817 | | | $ | 650,179 | |
(1) Carrying value excludes $4.1 million and $5.5 million of deferred financing costs as of December 31, 2022 and December 31, 2021, respectively.
"Due from counterparties" and "Due to counterparties" in the Company’s Consolidated Balance Sheets are reflected at cost which approximates fair value.
Note 4 - Mortgage-Backed Securities and other securities
The following tables present certain information about the Company's investment portfolio at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | |
| Principal Balance | | Unamortized Premium (Discount), net | | | | Amortized Cost | | Unrealized Gain | | Unrealized Loss | | Estimated Fair Value | | Net Weighted Average Coupon(4) | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Agency RMBS Interest-Only Strips(1) | N/A | | N/A | | | | $ | 58 | | | $ | — | | | $ | (5) | | | $ | 53 | | | — | % | |
Agency RMBS Interest-Only Strips, accounted for as derivatives(1)(2) | N/A | | N/A | | | | N/A | | N/A | | N/A | | 714 | | | 0.1 | % | |
| | | | | | | | | | | | | | | | |
Total Agency MBS | — | | | — | | | | | 58 | | | — | | | (5) | | | 767 | | | 0.1 | % | |
| | | | | | | | | | | | | | | | |
Non-Agency RMBS | 39,873 | | | (14,423) | | | | | 25,450 | | | 928 | | | (3,895) | | | 22,483 | | | 4.2 | % | |
Non-Agency RMBS Interest- Only Strips(1) | N/A | | N/A | | | | 5,204 | | | — | | | (4,000) | | | 1,204 | | | 0.3 | % | |
| | | | | | | | | | | | | | | | |
Subtotal Non-Agency RMBS | 39,873 | | | (14,423) | | | | | 30,654 | | | 928 | | | (7,895) | | | 23,687 | | | 1.1 | % | |
Non-Agency CMBS | 109,266 | | | (2,763) | | | | | 106,503 | | | 636 | | | (21,704) | | | 85,435 | | | 8.1 | % | |
Total Non-Agency MBS | 149,139 | | | (17,186) | | | | | 137,157 | | | 1,564 | | | (29,599) | | | 109,122 | | | 3.8 | % | |
| | | | | | | | | | | | | | | | |
Other securities(3) | 34,691 | | | (8,581) | | | | | 31,112 | | | 543 | | | (4,393) | | | 27,262 | | | 7.2 | % | |
Total | $ | 183,830 | | | $ | (25,767) | | | | | $ | 168,327 | | | $ | 2,107 | | | $ | (33,997) | | | $ | 137,151 | | | 3.9 | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | |
| Principal Balance | | Unamortized Premium (Discount), net | | Amortized Cost | | Unrealized Gain | | Unrealized Loss | | Estimated Fair Value | | Net Weighted Average Coupon(4) | | |
| | | | | | | | | | | | | | | |
Agency RMBS Interest-Only Strips(1) | N/A | | N/A | | $ | 59 | | | $ | 55 | | | $ | — | | | $ | 114 | | | 1.3 | % | | |
Agency RMBS Interest-Only Strips, accounted for as derivatives(1)(2) | N/A | | N/A | | N/A | | N/A | | N/A | | 1,058 | | | 1.3 | % | | |
Total Agency MBS | — | | | — | | | 59 | | | 55 | | | — | | | 1,172 | | | 1.3 | % | | |
| | | | | | | | | | | | | | | |
Non-Agency RMBS | 36,147 | | | (13,936) | | | 22,211 | | | 3,476 | | | (35) | | | 25,652 | | | 4.3 | % | | |
Non-Agency RMBS Interest- Only Strips(1) | N/A | | N/A | | 5,608 | | | — | | | (3,491) | | | 2,117 | | | 0.3 | % | | |
| | | | | | | | | | | | | | | |
Subtotal Non-Agency RMBS | 36,147 | | | (13,936) | | | 27,819 | | | 3,476 | | | (3,526) | | | 27,769 | | | 1.0 | % | | |
Non-Agency CMBS | 179,619 | | | (13,088) | | | 166,531 | | | 1,543 | | | (62,716) | | | 105,358 | | | 5.4 | % | | |
Total Non-Agency MBS | 215,766 | | | (27,024) | | | 194,350 | | | 5,019 | | | (66,242) | | | 133,127 | | | 3.0 | % | | |
| | | | | | | | | | | | | | | |
Other securities(3) | 51,159 | | | (8,229) | | | 47,652 | | | 4,209 | | | (213) | | | 51,648 | | | 5.6 | % | | |
Total | $ | 266,925 | | | $ | (35,253) | | | $ | 242,061 | | | $ | 9,283 | | | $ | (66,455) | | | $ | 185,947 | | | 3.2 | % | | |
(1) IOs and IIOs have no principal balances and bear interest based on a notional balance. The notional balance is used solely to determine interest distributions on interest-only class of securities. At December 31, 2022, the notional balance for Agency RMBS IOs and IIOs, Non-Agency RMBS IOs and IIOs, and Agency RMBS IOs and IIOs, accounted for as derivatives was $2.4 million, $143.2 million and $13.1 million, respectively. At December 31, 2021, the notional balance for Agency RMBS IOs and IIOs, Non-Agency RMBS IOs and IIOs and Agency RMBS IOs and IIOs accounted for as derivatives was $2.9 million, $181.0 million and $16.8 million, respectively.
(2) Interest on these securities is reported as a component of "Gain (loss) on derivative instruments, net" in the Consolidated Statements of Operations.
(3) Other securities include residual interests in asset-backed securities which have no principal balance and an amortized cost of approximately $5.0 million and $4.7 million, as of December 31, 2022 and December 31, 2021, respectively.
(4) The calculation of the weighted average coupon rate includes the weighted average coupon rates of IOs and IIOs accounted for as derivatives using their notional amounts.
As of December 31, 2022 and December 31, 2021, the weighted average expected remaining term of the MBS and other securities investment portfolio was 6.7 years and 5.9 years, respectively.
The following tables present the fair value and contractual maturities of the Company's investment securities at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| < or equal to 10 years | | > 10 years and < or equal to 20 years | | > 20 years and < or equal to 30 years | | > 30 years | | Total |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Agency RMBS Interest-Only Strips | $ | — | | | $ | 53 | | | $ | — | | | $ | — | | | $ | 53 | |
Agency RMBS Interest-Only Strips, accounted for as derivatives | — | | | 714 | | | — | | | — | | | 714 | |
Subtotal Agency | — | | | 767 | | | — | | | — | | | 767 | |
| | | | | | | | | |
Non-Agency CMBS | 64,484 | | | 10,469 | | | 10,482 | | | — | | | 85,435 | |
Non-Agency RMBS | — | | | — | | | 8,667 | | | 13,816 | | | 22,483 | |
Non-Agency RMBS Interest-Only Strips | — | | | — | | | 230 | | | 974 | | | 1,204 | |
| | | | | | | | | |
Subtotal Non-Agency | 64,484 | | | 10,469 | | | 19,379 | | | 14,790 | | | 109,122 | |
| | | | | | | | | |
Other securities | 6,735 | | | — | | | 13,020 | | | 7,507 | | | 27,262 | |
Total | $ | 71,219 | | | $ | 11,236 | | | $ | 32,399 | | | $ | 22,297 | | | $ | 137,151 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| < or equal to 10 years | | > 10 years and < or equal to 20 years | | > 20 years and < or equal to 30 years | | > 30 years | | Total |
Agency RMBS Interest-Only Strips | $ | — | | | $ | — | | | $ | 114 | | | $ | — | | | $ | 114 | |
Agency RMBS Interest-Only Strips, accounted for as derivatives | — | | | 1,058 | | | — | | | — | | | 1,058 | |
Subtotal Agency | — | | | 1,058 | | | 114 | | | — | | | 1,172 | |
| | | | | | | | | |
Non-Agency CMBS | 66,384 | | | 17,644 | | | 21,171 | | | 159 | | | 105,358 | |
Non-Agency RMBS | — | | | — | | | 10,282 | | | 15,370 | | | 25,652 | |
Non-Agency RMBS Interest-Only Strips | — | | | — | | | 106 | | | 2,011 | | | 2,117 | |
| | | | | | | | | |
Subtotal Non-Agency | 66,384 | | | 17,644 | | | 31,559 | | | 17,540 | | | 133,127 | |
| | | | | | | | | |
Other securities | 9,255 | | | 4,266 | | | 25,653 | | | 12,474 | | | 51,648 | |
Total | $ | 75,639 | | | $ | 22,968 | | | $ | 57,326 | | | $ | 30,014 | | | $ | 185,947 | |
The following tables present the gross unrealized losses and estimated fair value of the Company's MBS and other securities by length of time that such securities have been in a continuous unrealized loss position at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Less than 12 Months | | 12 Months or More | | Total |
| Fair Value | | Unrealized Losses | | Number of Securities | | Fair Value | | Unrealized Losses | | Number of Securities | | Fair Value | | Unrealized Losses | | Number of Securities |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Agency RMBS Interest-Only Strips | $ | 52 | | | $ | (5) | | | 1 | | | $ | — | | | $ | — | | | — | | | $ | 52 | | | $ | (5) | | | 1 | |
Subtotal Agency | 52 | | | (5) | | | 1 | | | — | | | — | | | — | | | 52 | | | (5) | | | 1 | |
| | | | | | | | | | | | | | | | | |
Non-Agency CMBS | — | | | — | | | — | | | 76,365 | | | (21,704) | | | 11 | | | 76,365 | | | (21,704) | | | 11 | |
Non-Agency RMBS | 19,054 | | | (2,794) | | | 5 | | | 1,557 | | | (1,101) | | | 2 | | | 20,611 | | | (3,895) | | | 7 | |
Non-Agency RMBS Interest-Only Strips | — | | | — | | | — | | | 1,203 | | | (4,000) | | | 4 | | | 1,203 | | | (4,000) | | | 4 | |
Subtotal Non-Agency | 19,054 | | | (2,794) | | | 5 | | | 79,125 | | | (26,805) | | | 17 | | | 98,179 | | | (29,599) | | | 22 | |
| | | | | | | | | | | | | | | | | |
Other securities | 12,483 | | | (2,425) | | | 3 | | | 9,468 | | | (1,968) | | | 2 | | | 21,951 | | | (4,393) | | | 5 | |
Total | $ | 31,589 | | | $ | (5,224) | | | 9 | | | $ | 88,593 | | | $ | (28,773) | | | 19 | | | $ | 120,182 | | | $ | (33,997) | | | 28 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Less than 12 Months | | 12 Months or More | | Total |
| Fair Value | | Unrealized Losses | | Number of Securities | | Fair Value | | Unrealized Losses | | Number of Securities | | Fair Value | | Unrealized Losses | | Number of Securities |
Non-Agency CMBS | $ | — | | | $ | — | | | — | | | $ | 96,080 | | | $ | (62,716) | | | 16 | | | $ | 96,080 | | | $ | (62,716) | | | 16 | |
Non-Agency RMBS | — | | | — | | | — | | | 201 | | | (35) | | | 1 | | | 201 | | | (35) | | | 1 | |
Non-Agency RMBS Interest-Only Strips | — | | | — | | | — | | | 2,117 | | | (3,491) | | | 4 | | | 2,117 | | | (3,491) | | | 4 | |
Subtotal Non-Agency | — | | | — | | | — | | | 98,398 | | | (66,242) | | | 21 | | | 98,398 | | | (66,242) | | | 21 | |
| | | | | | | | | | | | | | | | | |
Other securities | — | | | — | | | — | | | 9,022 | | | (213) | | | 4 | | | 9,022 | | | (213) | | | 4 | |
Total | $ | — | | | $ | — | | | — | | | $ | 107,420 | | | $ | (66,455) | | | 25 | | | $ | 107,420 | | | $ | (66,455) | | | 25 | |
The following table presents components of interest income on the Company's MBS and other securities for the three years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the year ended December 31, 2022 | | For the year ended December 31, 2021 | | For the year ended December 31, 2020 |
| Coupon Interest | | Net (Premium Amortization/ Amortization Basis) Discount Amortization | | Interest Income | | Coupon Interest | | Net (Premium Amortization/ Amortization Basis) Discount Amortization | | Interest Income | | Coupon Interest | | Net (Premium Amortization/ Amortization Basis) Discount Amortization | | Interest Income |
Agency CMBS | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 11,336 | | | $ | (636) | | | $ | 10,700 | |
Agency RMBS | 13 | | | (1) | | | 12 | | | 47 | | | (30) | | | 17 | | | 2,975 | | | (987) | | | 1,988 | |
Non-Agency CMBS | 9,129 | | | 615 | | | 9,744 | | | 9,874 | | | 6,535 | | | 16,409 | | | 15,331 | | | 6,467 | | | 21,798 | |
Non-Agency RMBS | 2,154 | | | (46) | | | 2,108 | | | 2,127 | | | (670) | | | 1,457 | | | 2,732 | | | (1,193) | | | 1,539 | |
Other securities | 3,383 | | | 274 | | | 3,657 | | | 4,685 | | | (1,574) | | | 3,111 | | | 8,263 | | | (4,781) | | | 3,482 | |
Total | $ | 14,679 | | | $ | 842 | | | $ | 15,521 | | | $ | 16,733 | | | $ | 4,261 | | | $ | 20,994 | | | $ | 40,637 | | | $ | (1,130) | | | $ | 39,507 | |
The following tables present the sales and realized gain (loss) of the Company's MBS and other securities for the three years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| For the year ended December 31, 2022 |
| Proceeds | | Gross Gains | | Gross Losses | | Net Gain (Loss) |
| | | | | | | |
| | | | | | | |
Non-Agency CMBS | $ | 10,152 | | | $ | — | | | $ | (43,934) | | | $ | (43,934) | |
Non-Agency RMBS | 31,790 | | | 255 | | | (2,652) | | | (2,397) | |
Other securities | 14,485 | | | — | | | (2,252) | | | (2,252) | |
Total | $ | 56,427 | | | $ | 255 | | | $ | (48,838) | | | $ | (48,583) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the year ended December 31, 2021 |
| Proceeds | | Gross Gains | | Gross Losses | | Net Gain (Loss) |
| | | | | | | |
| | | | | | | |
Non-Agency CMBS | $ | 27,488 | | | $ | — | | | $ | (9,266) | | | $ | (9,266) | |
| | | | | | | |
| | | | | | | |
Total | $ | 27,488 | | | $ | — | | | $ | (9,266) | | | $ | (9,266) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the year ended December 31, 2020 |
| Proceeds | | Gross Gains | | Gross Losses | | Net Gain (Loss) |
Agency CMBS | $ | 1,668,149 | | | $ | 116,463 | | | $ | (6,486) | | | $ | 109,977 | |
Agency RMBS | 400,948 | | | 12,552 | | | (506) | | | 12,046 | |
Non-Agency CMBS | 111,804 | | | 1 | | | (23,624) | | | (23,623) | |
Non-Agency RMBS | 12,658 | | | — | | | (60) | | | (60) | |
Other securities | 35,957 | | | 113 | | | (6,223) | | | (6,110) | |
Total | $ | 2,229,516 | | | $ | 129,129 | | | $ | (36,899) | | | $ | 92,230 | |
Unconsolidated CMBS VIEs
The Company’s economic interests held in unconsolidated CMBS VIEs are limited in nature to those of a passive holder of CMBS issued by securitization trusts. The Company was not involved in the design or creation of the securitization trusts. The Company evaluates its CMBS holdings for potential consolidation of the securitized trust, in which it owns the most subordinate tranche or a portion of the controlling class. As of December 31, 2022 and December 31, 2021, the Company held two and five variable interests in unconsolidated CMBS VIEs, respectively, in which it either owned the most subordinate class or a portion of the controlling class. The Company determined it was not the primary beneficiary and accordingly, the CMBS VIEs were not consolidated in the Company’s consolidated financial statements. As of December 31, 2022 and December 31, 2021, the Company’s maximum exposure to loss from these variable interests did not exceed the carrying value of these investments of $15.5 million and $26.5 million, respectively. These investments are classified in "Non-Agency mortgage-backed securities, at fair value" in the Company’s Consolidated Balance Sheets. Further, as of December 31, 2022 and December 31, 2021, the Company did not guarantee any obligations of unconsolidated entities or enter into any commitment or intent to provide funding to any such entities.
Note 5—Residential Whole Loans and Residential Bridge Loans
Residential whole loan trusts
Revolving Mortgage Investment Trust 2015-1QR2
Revolving Mortgage Investment Trust 2015-1QR2 ("RMI 2015 Trust") was formed to acquire Non-QM Residential Whole Loans. RMI 2015 Trust issued a trust certificate that is wholly-owned by the Company and represents the entire beneficial interest in pools of Non-QM Residential Whole Loans held by the trust. The Company consolidates the trust since it met the definition of a VIE and the Company determined that it was the primary beneficiary. The Company classifies the underlying Non-QM Residential Whole Loans owned by the trust in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets and has eliminated the intercompany trust certificate in consolidation.
As of December 31, 2022, and December 31, 2021, the RMI 2015 Trust owns six and 770 Non-QM Residential Whole Loans with a fair value of $3.2 million and $451.7 million, respectively. The loans are financed under the Company's residential whole loan facility, and the Company holds the financing liability outside the RMI 2015 Trust. Refer to Note 7, "Financings" to the consolidated financial statements contained in this Annual Report on Form 10-K.
Arroyo Mortgage Trust 2019-2
In May 2019, the Company formed Arroyo Mortgage Trust 2019-2 ("Arroyo Trust 2019"), a wholly-owned subsidiary of the Company, to complete its first residential mortgage-backed securitization comprised $945.5 million of Non-QM Residential Whole Loans. The Arroyo Trust 2019 issued $919.0 million of mortgage-backed notes and retained all the subordinate and residual debt securities ("Owner Certificates"), which includes the required 5% eligible risk retention. Refer to Note 7, "Financings" to the consolidated financial statements contained in this Annual Report on Form 10-K for additional details. The Company consolidates the trust since it met the definition of a VIE and the Company determined that it was the primary beneficiary. The Company classifies the underlying Non-QM Residential Whole Loans in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets and eliminated intercompany Owner Certificates in consolidation.
As of December 31, 2022, and December 31, 2021, the Arroyo Trust 2019 owns 766 and 1,042 Non-QM Residential Whole Loans with a fair value of $237.6 million and $374.3 million, respectively.
Arroyo Mortgage Trust 2020-1
In June 2020, the Company formed Arroyo Mortgage Trust 2020-1 ("Arroyo Trust 2020"), a wholly-owned subsidiary of the Company, to complete its second residential mortgage-backed securitization comprised of $355.8 million of Non-QM Residential Whole Loans. The Arroyo Trust 2020 issued $341.7 million of mortgage-backed notes and retained all the subordinate and residual debt securities, which includes the required 5% eligible risk retention. Refer to Note 7, "Financings" to the consolidated financial statements contained in this Annual Report on Form 10-K. The Company consolidates the trust since it met the definition of a VIE and the Company determined that it was the primary beneficiary. The Company classifies the underlying Non-QM Residential Whole Loans in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets and eliminated intercompany Owner Certificates in consolidation.
As of December 31, 2022, and December 31, 2021, the Arroyo Trust 2020 owned 432 and 543 Non-QM Residential Whole Loans with a fair value of $135.1 million and $195.7 million, respectively.
Arroyo Mortgage Trust 2022-1
In February 2022, the Company formed Arroyo Mortgage Trust 2022-1 ("Arroyo Trust 2022-1"), a wholly-owned subsidiary of the Company, to complete its third residential mortgage-backed securitization comprised of $432.0 million of Non-QM Residential Whole Loans. The Arroyo Trust 2022-1 issued $398.9 million of mortgage-backed notes and retained all the subordinate and residual debt securities, which includes the required 5% eligible risk retention. Refer to Note 7, "Financings" to the consolidated financial statements contained in this Annual Report on Form 10-K. The Company consolidates the trust since it met the definition of a VIE and the Company determined that it was the primary beneficiary. The Company classifies the underlying Non-QM Residential Whole Loans in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets and eliminated the intercompany Owners Certificates.
As of December 31, 2022, the Arroyo Trust 2022-1 owned 705 Non-QM Residential Whole Loans with a fair value of $350.7 million. The Company has elected the fair value option for the securitized debt. The fair values for the Company’s Non-QM loans held in the Arroyo Trust 2022-1 are measured using the fair value of the securitized debt based on the CFE valuation methodology. The Company determined that the securitized debt is more actively traded and, therefore, more observable.
Arroyo Mortgage Trust 2022-2
In July 2022, the Company formed Arroyo Mortgage Trust 2022-2 ("Arroyo Trust 2022-2"), a wholly-owned subsidiary of the Company, to complete its fourth residential mortgage-backed securitization comprised of $402.2 million of Non-QM Residential Whole Loans. The Arroyo Trust 2022-2 issued $351.9 million of mortgage-backed notes and retained all the subordinate and residual debt securities, which includes the required 5% eligible risk retention. Note 7, "Financings" to the consolidated financial statements contained in this Annual Report on Form 10-K. The Company consolidates the trust since it
met the definition of a VIE and the Company determined that it was the primary beneficiary. The Company classifies the underlying Non-QM Residential Whole Loans in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets and eliminated the intercompany Owners Certificates.
As of December 31, 2022, the Arroyo Trust 2022-2 owned 1,029 Non-QM Residential Whole Loans with a fair value of $363.3 million. The Company has elected the fair value option for the securitized debt. The fair values for the Company’s Non-QM loans held in the Arroyo Trust 2022-2 are measured using the fair value of the securitized debt based on the CFE valuation methodology. The Company determined that the securitized debt is more actively traded and, therefore, more observable.
Residential bridge loan trust
In February 2017, the Company formed Revolving Mortgage Investment Trust 2017-BRQ1 ("RMI 2017 Trust") to acquire Residential Bridge Loans. RMI 2017 Trust issued a trust certificate that is wholly-owned by the Company and represents the entire beneficial interest in pools of Residential Bridge Loans and certain Residential Whole Loans held by the trust. Residential Bridge Loans are mortgage loans secured by residences, typically short-term. The Company consolidates the trust since it met the definition of a VIE and the Company determined that it was the primary beneficiary. The Company has eliminated the intercompany trust certificate in consolidation.
The Company is no longer allocating capital to Residential Bridge Loans. As of December 31, 2022, and December 31, 2021 there were five and eight remaining Residential Bridge Loans in the portfolio with a fair value of $2.8 million and $5.2 million, respectively. As of December 31, 2022, and December 31, 2021, the trust also owned five and six investor fixed rate residential mortgages with a fair value of $1.2 million and $1.7 million, respectively.
Consolidated residential whole loan and residential bridge loan trusts
The following table presents a summary of the assets and liabilities of the consolidated residential whole loan trusts and residential bridge loan trust included in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Cash and cash equivalents | $ | — | | | $ | 266 | |
Residential Whole Loans, at fair value ($1,089,914 and $1,023,502 pledged as collateral, at fair value, respectively) | 1,091,145 | | | 1,023,502 | |
Residential Bridge Loans, at fair value ($— and $5,207 pledged as collateral, at fair value, respectively) | 2,849 | | | 5,207 | |
| | | |
Investment related receivable | 5,914 | | | 22,087 | |
Interest receivable | 4,871 | | | 5,282 | |
Other assets | 509 | | | — | |
Total assets | $ | 1,105,288 | | | $ | 1,056,344 | |
Securitized debt, net | $ | 981,073 | | | $ | 519,118 | |
Interest payable | 3,139 | | | 1,316 | |
Accounts payable and accrued expenses | 34 | | | 69 | |
| | | |
Total liabilities | $ | 984,246 | | | $ | 520,503 | |
The Residential Whole Loans held by the consolidated Arroyo Trust 2019, Arroyo Trust 2020, Arroyo Trust 2022-1 and Arroyo Trust 2022-2 are held solely to satisfy the liabilities of each respective trust, and has no recourse to the general credit of the Company. The Company is not contractually required and has not provided any additional financial support to the these trusts for the years ended December 31, 2022 and December 31, 2021.
The following table presents the components of the carrying value of Residential Whole Loans and Residential Bridge Loans as of December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Residential Whole Loans, at Fair Value | | Residential Bridge Loans, at Fair Value |
| December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 |
Principal balance | $ | 1,165,301 | | | $ | 989,143 | | | $ | 3,166 | | | $ | 5,834 | |
Unamortized premium | 30,961 | | | 31,070 | | | — | | | — | |
Unamortized discount | (1,536) | | | (1,337) | | | — | | | — | |
Amortized cost | 1,194,726 | | | 1,018,876 | | | 3,166 | | | 5,834 | |
Gross unrealized gains | 2,038 | | | 14,190 | | | — | | | 78 | |
Gross unrealized losses | (105,619) | | | (9,564) | | | (317) | | | (484) | |
Fair value | $ | 1,091,145 | | | $ | 1,023,502 | | | $ | 2,849 | | | $ | 5,428 | |
Residential whole loans
The Residential Whole Loans have low LTV's and are comprised of 2,938 Non-QM adjustable rate mortgages and five investor fixed rate residential mortgages. The following tables present certain information about the Company's residential whole loan investment portfolio at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 |
| | | | | Weighted Average |
Current Coupon Rate | Number of Loans | | Principal Balance | | Original LTV | | Original FICO Score(1) | | Expected Life (years) | | Contractual Maturity (years) | | Coupon Rate |
2.01% - 3.00% | 39 | | | $ | 22,277 | | | 66.3 | % | | 758 | | | 8.9 | | 28.3 | | 2.9 | % |
3.01% - 4.00% | 402 | | | 214,402 | | | 66.3 | % | | 759 | | | 7.3 | | 28.5 | | 3.7 | % |
4.01% - 5.00% | 1,337 | | | 453,811 | | | 64.1 | % | | 749 | | | 5.5 | | 26.0 | | 4.6 | % |
5.01% - 6.00% | 901 | | | 363,197 | | | 65.6 | % | | 742 | | | 4.7 | | 26.7 | | 5.4 | % |
6.01% - 7.00% | 249 | | | 105,933 | | | 69.9 | % | | 742 | | | 3.6 | | 28.4 | | 6.4 | % |
7.01% - 8.00% | 15 | | | 5,681 | | | 75.2 | % | | 730 | | | 3.0 | | 29.2 | | 7.4 | % |
Total | 2,943 | | | $ | 1,165,301 | | | 65.6 | % | | 748 | | | 5.5 | | 27.0 | | 4.8 | % |
(1) The original FICO score is not available for 231 loans with a principal balance of approximately $76.6 million at December 31, 2022. The Company has excluded these loans from the weighted average computations.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 |
| | | | | Weighted Average |
Current Coupon Rate | Number of Loans | | Principal Balance | | Original LTV | | Original FICO Score(1) | | Expected Life (years) | | Contractual Maturity (years) | | Coupon Rate |
2.01% - 3.00% | 27 | | | $ | 15,640 | | | 65.1 | % | | 757 | | 5.3 | | 28.8 | | 2.8 | % |
3.01% - 4.00% | 496 | | | 244,022 | | | 63.7 | % | | 756 | | 3.3 | | 28.0 | | 3.7 | % |
4.01% - 5.00% | 1,051 | | | 413,451 | | | 65.1 | % | | 747 | | 2.9 | | 28.2 | | 4.7 | % |
5.01% - 6.00% | 757 | | | 305,344 | | | 64.9 | % | | 738 | | 3.0 | | 26.8 | | 5.4 | % |
6.01% - 7.00% | 28 | | | 10,181 | | | 67.9 | % | | 721 | | 3.1 | | 25.8 | | 6.3 | % |
7.01% - 8.00% | 2 | | | 505 | | | 73.2 | % | | 753 | | 4.5 | | 26.8 | | 7.1 | % |
Total | 2,361 | | | $ | 989,143 | | | 64.8 | % | | 746 | | | 3.1 | | 27.7 | | 4.6 | % |
(1) The original FICO score is not available for 230 loans with a principal balance of approximately $74.3 million at December 31, 2021. The Company has excluded these loans from the weighted average computations.
The following table presents the various states across the United States in which the collateral securing the Company's Residential Whole Loans at December 31, 2022 and December 31, 2021, based on principal balance, is located (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | | December 31, 2021 |
State | State Concentration | | Principal Balance | | State | State Concentration | | Principal Balance |
California | 66.8 | % | | $ | 778,732 | | | California | 73.9 | % | | $ | 730,771 | |
New York | 9.3 | % | | 108,108 | | | New York | 11.6 | % | | 114,625 | |
Texas | 4.8 | % | | 56,126 | | | Florida | 2.7 | % | | 26,293 | |
Florida | 4.1 | % | | 47,681 | | | Georgia | 2.5 | % | | 25,106 | |
Georgia | 3.5 | % | | 40,845 | | | Texas | 1.9 | % | | 19,062 | |
Other | 11.5 | % | | 133,809 | | | Other | 7.4 | % | | 73,286 | |
Total | 100.0 | % | | $ | 1,165,301 | | | Total | 100.0 | % | | $ | 989,143 | |
Residential bridge loans
The Company is no longer allocating capital to Residential Bridge Loans. The following tables present certain information about the remaining Residential Bridge Loans in the Company's investment portfolio at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 |
| | | | | | Weighted Average |
Current Coupon Rate | | Number of Loans | | Principal Balance | | Original LTV | | Contractual Maturity (months)(1) | | Coupon Rate |
7.01% – 9.00% | | 2 | | $ | 1,822 | | | 67.5 | % | | N/A | | 8.7 | % |
9.01% – 11.00% | | 1 | | 849 | | | 90.5 | % | | 0.0 | | 10.0 | % |
11.01% – 13.00% | | 2 | | 495 | | | 69.7 | % | | 0.0 | | 11.4 | % |
| | | | | | | | | | |
| | | | | | | | | | |
Total | | 5 | | $ | 3,166 | | | 74.0 | % | | 0.0 | | 9.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 |
| | | | | | Weighted Average |
Current Coupon Rate | | Number of Loans | | Principal Balance | | Original LTV | | Contractual Maturity (months)(1) | | Coupon Rate |
| | | | | | | | | | |
7.01% – 9.00% | | 3 | | $ | 2,946 | | | 70.4 | % | | 0.0 | | 8.8 | % |
9.01% – 11.00% | | 4 | | 2,393 | | | 76.7 | % | | 0.0 | | 10.4 | % |
11.01% – 13.00% | | 2 | | 495 | | | 69.7 | % | | 0.0 | | 11.4 | % |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Total | | 9 | | $ | 5,834 | | | 72.9 | % | | 0.0 | | 9.7 | % |
(1) Non-performing loans that are past their maturity date are excluded from the calculation of the weighted average contractual maturity. The weighted average contractual maturity for these loans is zero.
The following table presents the various states across the United States in which the collateral securing the Company’s Residential Bridge Loans at December 31, 2022 and December 31, 2021, based on principal balance, is located (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 | | December 31, 2021 |
State | State Concentration | | Principal Balance | | State | State Concentration | | Principal Balance |
California | 55.4 | % | | $ | 1,754 | | | New York | 45.1 | % | | $ | 2,631 | |
New York | 42.2 | % | | 1,337 | | | California | 30.1 | % | | 1,754 | |
New Jersey | 2.4 | % | | 75 | | | Florida | 19.3 | % | | 1,125 | |
Total | 100.0 | % | | $ | 3,166 | | | New Jersey | 3.7 | % | | 219 | |
| | | | | Pennsylvania | 1.8 | % | | 105 | |
| | | | | Other | — | % | | — | |
| | | | | Total | 100.0 | % | | $ | 5,834 | |
Non-performing loans
The following table presents the aging of the Residential Whole Loans and Residential Bridge Loans as of December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Residential Whole Loans(1) | | Residential Bridge Loans | | | | | |
| | No of Loans | | Principal | | Fair Value | | No of Loans | | Principal | | Fair Value | | | | | |
Current(1) | | 2,910 | | $ | 1,147,412 | | | $ | 1,074,409 | | | — | | $ | — | | | $ | — | | | | | | |
1-30 days | | 14 | | 6,983 | | | 6,678 | | | — | | — | | | — | | | | | | |
31-60 days | | — | | — | | | — | | | — | | — | | | — | | | | | | |
61-90 days | | 6 | | 2,165 | | | 2,032 | | | — | | — | | | — | | | | | | |
90+ days | | 13 | | 8,741 | | | 8,026 | | | 5 | | 3,166 | | | 2,849 | | | | | | |
Total | | 2,943 | | $ | 1,165,301 | | | $ | 1,091,145 | | | 5 | | $ | 3,166 | | | $ | 2,849 | | | | | | |
(1) As of December 31, 2022, there were no loans in forbearance.
Residential whole loans
As of December 31, 2022, there were 13 Residential Whole Loans carried at fair value in non-accrual status with an unpaid principal balance of approximately $8.7 million and a fair value of approximately $8.0 million. These nonperforming loans represent approximately 0.8% of the total outstanding principal balance. These loans are collateral dependent with a weighted average original LTV of 60.0%.
As of December 31, 2021, there were 20 Residential Whole Loans carried at fair value in non-accrual status with an unpaid principal balance of approximately $12.2 million and a fair value of approximately $12.0 million. These nonperforming loans represent approximately 1.2% of the total outstanding principal balance. These loans are collateral dependent with a weighted average original LTV of 60.0%.
These loans are carried at fair value, and accordingly no allowance for credit losses or credit loss expense was recorded, since the adjustment for credit losses, if any, would be reflected in the fair value of these loans as a component of "Unrealized loss, net" in the Consolidated Statements of Operations. The Company stopped accruing interest income for these loans when they became contractually 90 days delinquent.
Residential bridge loans
As of December 31, 2022, the Company had five remaining Residential Bridge Loans in the portfolio. Of these, five in non-accrual status with an unpaid principal balance of approximately $3.2 million and a fair value of $2.8 million. These nonperforming loans had an outstanding principal balance of $3.2 million. These loans are collateral dependent.
As of December 31, 2021, the Company had nine Residential Bridge Loans remaining in the portfolio. Of these, six were in non-accrual status with an unpaid principal balance of approximately $4.8 million and a fair value of $4.4 million. These nonperforming loans had an outstanding principal balance of $5.8 million. These loans are collateral dependent.
The remaining Residential Bridge Loans were carried at fair value. No allowance for credit losses was recorded because the valuation adjustment as of December 31, 2022 and December 31, 2021, if any, would be reflected in the fair value of these loans. The Company stopped accruing interest income for these loans when they became contractually 90 days delinquent.
Residential real estate owned
As of December 31, 2022 and December 31, 2021, the Company had one and four residential REO properties with an aggregate carrying value of $2.3 million and $1.1 million, respectively, related to foreclosed Residential Whole Loans and Residential Bridge Loans. The REO loan held by the Company as of December 31, 2022 was transferred to REO in December 2022. The residential REO properties are held for sale and accordingly carried at the lower of cost or fair value less cost to sell. The residential REO properties are classified in "Other assets" in the Consolidated Balance Sheets.
Note 6 - Commercial Loans
Commercial Loans
In January 2019, WMC CRE LLC ("CRE LLC"), a wholly-owned subsidiary of the Company, was formed for the purpose of acquiring Commercial Loans. The Commercial Loans owned by CRE LLC are financed under the Commercial Whole Loan Facility. Refer to Note 7, "Financings" to the consolidated financial statements contained in this Annual Report on Form 10-K for details.
The following table presents information about the Commercial Loans owned by CRE LLC as of December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loan | Acquisition Date | Loan Type | Principal Balance | Fair Value | Original LTV | Interest Rate | Maturity Date | Extension Option | Collateral | |
CRE 3 | August 2019 | Interest-Only Mezzanine loan | $ | 90,000 | | $ | 8,777 | | 58% | 1-Month LIBOR plus 9.25% | 6/29/2021 | None(1) | Entertainment and Retail | |
CRE 4 | September 2019 | Interest-Only First Mortgage | 22,204 | | 22,050 | | 63% | 1-Month SOFR plus 3.38% | 8/6/2025(2) | None | Retail | |
CRE 5 | December 2019 | Interest-Only First Mortgage | 24,535 | | 24,433 | | 62% | 1-Month LIBOR plus 3.75% | 11/6/2023(3) | One - 12 month extension | Hotel | |
CRE 6 | December 2019 | Interest-Only First Mortgage | 13,207 | | 13,151 | | 62% | 1-Month LIBOR plus 3.75% | 11/6/2023(3) | One - 12 month extension | Hotel | |
CRE 7 | December 2019 | Interest-Only First Mortgage | 7,259 | | 7,229 | | 62% | 1-Month LIBOR plus 3.75% | 11/6/2023(3) | One - 12 month extension | Hotel | |
| | | | | | | | | | |
| | | $ | 157,205 | | $ | 75,640 | | | | | | | |
(1) At December 31, 2022 CRE 3 was in default and was not eligible for extension. On February 3, 2023, it was sold to an unaffiliated third party for its fair
value as of December 31, 2022.
(2) CRE 4 was granted a three-year extension through August 6, 2025, in conjunction with a principal paydown of $16.2 million.
(3) CRE 5, 6, and 7 were each granted a one-year extension through November 6, 2023 and are expected to transition off LIBOR during Q2 2023.
CRE 3 Loan
As of December 31, 2022, the CRE 3 junior mezzanine loan with an outstanding principal balance of $90.0 million was non-performing and past its maturity date of June 29, 2021. On October 25, 2022, the senior mezzanine lender notified the
Company that it had consummated a strict foreclosure under the Uniform Commercial Code of its equity interest in the mortgage borrower, which had the effect of foreclosing out the Company’s subordinate pledge of equity in the retail facility that served as collateral for the junior mezzanine loan. As a result, as of December 31, 2022, the Company’s junior mezzanine loan remained outstanding but without the benefit of the primary collateral supporting the loan.
As a result of the foreclosure noted above, the Company marked down the value of its investment in the CRE 3 junior mezzanine loan from $26.9 million at June 30, 2022 to $8.8 million at September 30, 2022. On February 3, 2023, the CRE 3 loan was sold to an unaffiliated third party for its value of $8.8 million. The fair value of the loan at December 31, 2022 reflects this purchase price.
Commercial loan payoffs
On September 16, 2022, CRE 8, which had an outstanding principal balance of $4.4 million collateralized by assisted living facilities, was paid off in full.
Commercial loan trust
In March 2018, the Company formed the Revolving Small Balance Commercial Trust 2018-1 ("RSBC Trust") to acquire commercial real estate mortgage loans. The Company consolidates the trust because it determined that the wholly-owned RSBC Trust was a VIE and that the Company was the primary beneficiary. As of December 31, 2022, there is one loan remaining in the trust.
The following table presents information on the commercial real estate mortgage loan held by RSBC Trust as of December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loan | Acquisition Date | Loan Type | Principal Balance | Fair Value | Original LTV | Interest Rate(1) | Maturity Date | Extension Option | Collateral | |
SBC 3 | January 2019 | Interest-Only First Mortgage | $ | 14,362 | | $ | 14,362 | | 49% | One-Month LIBOR plus 4.35% | 1/6/2023 | None | Nursing Facilities | |
| | | $ | 14,362 | | $ | 14,362 | | | | | | | |
(1) During July 2022, the SBC 3 loan was granted an extension through January 6, 2023, with a 25 bps increase in rate and a 25 bps extension fee. Subsequently, in January 2023, the SBC 3 loan was partially paid down by $750.0 thousand and was granted another extension through August 4, 2023, with a 50 bps extension fee.
Securitized commercial loans
Securitized commercial loans are comprised of commercial loans from consolidated third party sponsored CMBS VIE's. At December 31, 2022, the Company had a variable interest in one third party sponsored CMBS VIEs, CSMC Trust 2014-USA, that it determined it was the primary beneficiary and was required to consolidate. The commercial loans that serve as collateral for the securitized debt issued by this VIE can only be used to settle the securitized debt. Refer to Note 7, "Financings" to the consolidated financial statements contained in this Annual Report on Form 10-K for details on the associated securitized debt. The Company assesses modifications to VIEs on an ongoing basis to determine if a significant reconsideration event has occurred that would change the Company’s initial consolidation assessment.
RETL 2019-RVP
RETL 2018 was refinanced with a new securitization RETL 2019-RVP ("RETL 2019 Trust") in March 2019. The Company acquired a $65.3 million interest in the trust certificates issued by the RETL 2019 Trust, including $45.3 million which represents the 5% eligible risk retention certificate. The Company determined that RETL 2019 Trust was a VIE and that the Company was also the primary beneficiary because the Manager was involved in certain aspects of the design of the trust and the Company together with other related party entities own more than 50% of the controlling class. As the primary beneficiary, the Company consolidated RETL 2019 Trust and its investment in the trust certificates (HRR class and a portion of the C class) of RETL 2019 Trust was eliminated in consolidation. The RETL 2019 Trust held a commercial loan collateralized by first mortgages, deeds of trusts and interests in commercial real estate.
On September 15, 2021, the commercial loan was paid in full by the borrower and the RETL HRR bond which had an outstanding principal amount of $45.3 million held in WMC RETL LLC, a wholly-owned subsidiary of the Company, was paid off. Accordingly, the RETL 2019 Trust is no longer consolidated.
CSMC Trust 2014-USA
The Company together with other related party entities own more than 50% of the controlling class of CSMC Trust 2014-USA ("CSMC USA"). As of December 31, 2022, the Company held an 8.8% interest in the trust certificates issued by CSMC USA (F Class) with an outstanding principal balance of $14.9 million. The Company performs ongoing reassessment of its CMBS VIE holdings for potential consolidation of the securitized trust in which it owns a portion of the controlling class. Since the ownership of the controlling financial interest is held within a related party group, the Company must determine whether it is the primary beneficiary under the related party tie-breaker rule. As a result of the Company's evaluation, it was determined that the Company is the primary beneficiary of CSMC USA, and effective on August 1, 2020, consolidated CSMC USA. The Company’s investment in the trust certificate of CSMC USA (F Class) was eliminated in the consolidation. The CSMC USA holds a commercial loan secured by a first mortgage lien on the borrowers’ fee and leasehold interests in a portion of a super-regional mall. The outstanding principal balance on this commercial loan is $1.4 billion as of December 31, 2022. The loan's has a stated maturity date is September 11, 2025 and bears a fixed interest rate of 4.38%. The Company elected the fair value option for the commercial loan as well as the associated securitized debt.
In December 2020, the commercial loan held by CSMC USA was amended to an interest only payment through maturity. As part of the modification a Cash Management Forbearance Agreement was entered into by the special servicer and the borrower, which required both increased reporting requirements and monthly net cash remittance.
Consolidated securitized commercial loan trusts and commercial loan trust
The two commercial consolidated trusts, CSMC USA and RSBC Trust collectively held two commercial loans as of December 31, 2022. The following table presents a summary of the assets and liabilities of the two consolidated trusts included in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| | | |
Restricted cash | $ | 248 | | | $ | 260 | |
Securitized commercial loans, at fair value | 1,085,103 | | | 1,355,808 | |
Commercial Loans, at fair value | 14,362 | | | 14,362 | |
Interest receivable | 5,311 | | | 5,290 | |
Total assets | $ | 1,105,024 | | | $ | 1,375,720 | |
Securitized debt, at fair value | $ | 1,077,611 | | | $ | 1,344,370 | |
Interest payable | 5,164 | | | 5,164 | |
Accounts payable and accrued expenses | 9 | | | 9 | |
Other liabilities | 248 | | | 260 | |
Total liabilities | $ | 1,083,032 | | | $ | 1,349,803 | |
The Company’s risk with respect to its investment in the securitized commercial loan trust is limited to its direct ownership in the trust. The commercial loan held by the consolidated securitized commercial loan trust is held solely to satisfy the liabilities of the trust, and creditors of the trust have no recourse to the general credit of the Company. The securitized commercial loan of trust can only be used to satisfy the obligations of that trust. The Company is not contractually required to provide, and has not provided any additional financial support to the securitized commercial trust for the years ended December 31, 2022 and December 31, 2021.
The following table presents the components of the carrying value of the securitized commercial loans and commercial loans as of December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | CSMC USA Trust Securitized Commercial Loan, at Fair Value | | RSBC Trust Commercial Loans, at Fair Value | | Commercial Loans, at Fair Value |
| | | | | | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 |
Principal balance | | | | | | $ | 1,385,591 | | | $ | 1,385,591 | | | $ | 14,362 | | | $ | 14,362 | | | $ | 157,205 | | | $ | 177,797 | |
| | | | | | | | | | | | | | | | |
Unamortized discount | | | | | | (84,132) | | | (110,770) | | | — | | | — | | | — | | | — | |
Amortized cost | | | | | | 1,301,459 | | | 1,274,821 | | | 14,362 | | | 14,362 | | | 157,205 | | | 177,797 | |
Gross unrealized gains | | | | | | — | | | 80,987 | | | — | | | — | | | — | | | — | |
Gross unrealized losses | | | | | | (216,356) | | | — | | | — | | | — | | | (81,565) | | | (61,587) | |
Fair value | | | | | | $ | 1,085,103 | | | $ | 1,355,808 | | | $ | 14,362 | | | $ | 14,362 | | | $ | 75,640 | | | $ | 116,210 | |
Non-performing commercial loans
The following table presents the aging of the Commercial Loans as of December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Commercial Loans |
| | No of Loans | | Principal | | Fair Value |
Current | | 5 | | $ | 81,567 | | | $ | 81,225 | |
1-30 days | | — | | | — | | | — | |
31-60 days | | — | | | — | | | — | |
61-90 days | | — | | | — | | | — | |
90+ days | | 1 | | | 90,000 | | | 8,777 | |
Total | | 6 | | $ | 171,567 | | | $ | 90,002 | |
Commercial real estate owned
Hotel REO
In February 2022, the Company along with other Hotel REO investors, sold the unencumbered hotel property which was foreclosed on in the third quarter of 2021 for $55.9 million. The Company and the other investors fully recovered their aggregate initial investment of $42.0 million. The Company and the other investors recognized a gain on sale of approximately $12.2 million.
REO Activity
In December 2022, the Company received payments for its remaining four REO properties of $1.1 million and transferred one Residential Whole Loan property into REO for its carrying value of $2.3 million.
Note 7—Financings
Repurchase agreements
The Company has primarily financed its investment acquisitions with repurchase agreements. The repurchase agreements bear interest at a contractually agreed-upon rate and historically had terms ranging from one month to 12 months. The Company’s repurchase agreement borrowings are accounted for as secured borrowings when the Company maintains effective control of the financed assets. Under these repurchase agreements, the respective counterparties retain the right to determine the fair value of the underlying collateral. A reduction in the value of pledged assets normally requires the Company to post additional securities as collateral, pay down borrowings or establish cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, is referred to as a margin call. The inability of the Company to post adequate collateral for a margin call by a counterparty, in a time frame as short as the close of the same business day, could result in a condition of default under the Company’s repurchase agreements, thereby enabling the counterparty to liquidate the collateral pledged by the Company, which may have a material adverse effect on the Company’s financial position, results of operations and cash flows.
In order to manage the severe market conditions and the resulting large margin demands from lenders and pressure on the Company’s liquidity, the Company entered into three longer term financing arrangements to reduce its exposure to short-term financings with daily mark-to-market exposure. Below is a summary of each of these financing arrangements.
Residential whole loan facility
On November 5, 2021, the Company entered into a further amendment of its Residential Whole Loan Facility. The amended facility has a stated capacity of $500.0 million and bears an interest rate to LIBOR plus 2.00%, with a LIBOR floor of 0.25%. The facility is available to finance five types of residential mortgages: Non-Agency mortgage loans, Non-QM loans, investor loans, re-performing and non-performing loans. The advance rates may differ by type of loan, but for performing Non-QM loans the advance rate is 90%. The facility had an original maturity date of November 4, 2022. The facility is a mark to market margin facility; however, the margin requirement is only triggered if the fair value of the collateral declines to below the aggregate outstanding principal amount of the collateral.
On November 9, 2022, the facility was extended to mature on October 25, 2023. It bears interest at a rate of SOFR plus 2.25%, with a SOFR floor of 0.25%.
The Company finances its Non-QM residential whole loans held in RMI 2015 Trust under this facility. As of December 31, 2022, the Company had outstanding borrowings of $3.6 million. The borrowing is secured by against Non-QM Residential Whole Loans with a fair value of $3.2 million and one REO property with a carrying value of $2.3 million as of December 31, 2022.
Non-Agency CMBS and Non-Agency RMBS facility
On May 5, 2021, the Company amended its Non-Agency CMBS and Non-Agency RMBS financing facility to, among other things, extend the facility for an additional 12 months and reduce the interest rate. The amended facility has improved advance rates and bears interest at a rate of three-month LIBOR plus 2.00%.
On May 2, 2022, the facility was extended to mature on May 2, 2023. It bears interest at a rate of SOFR plus 2.00%. As of December 31, 2022, the outstanding balance under this facility was $91.1 million. The borrowing is secured by investments with a fair market value of $129.9 million as of December 31, 2022.
Commercial whole loan facility
On May 5, 2021, the Company amended its Commercial Whole Loan Facility to, among other things, convert the term to a 12-month facility with a stated capacity of up to $100 million. The facility has a 12-month extension option, subject to the lender's consent.
On November 9, 2022, the facility was extended to mature on November 3, 2023. It bears interest at a rate of SOFR plus 2.25%. As of December 31, 2022, the outstanding balance under its facility was $48.0 million. The borrowing is secured by the performing commercial loans that are held in CRE LLC with an estimated fair market value of $66.9 million as of December 31, 2022.
Financial metrics
Certain of the Company’s financing arrangements provide the counterparty with the right to terminate the agreement and accelerate amounts due under the associated agreement if the Company does not maintain financial metrics. Although specific to each financing arrangement, typical financial metrics include minimum equity and liquidity requirements, leverage ratios, and performance triggers. In addition, some of the financing arrangements contain cross-default features, whereby default under an agreement with one lender simultaneously causes default under agreements with other lenders. The Company was in compliance with the terms of such financial tests as of December 31, 2022.
As of December 31, 2022, the Company had borrowings under six of its master repurchase agreements. The following table summarizes certain characteristics of the Company's repurchase agreements at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Securities Pledged | Repurchase Agreement Borrowings | | Weighted Average Interest Rate on Borrowings Outstanding at end of period | | Weighted Average Remaining Maturity (days) | | Repurchase Agreement Borrowings | | Weighted Average Interest Rate on Borrowings Outstanding at end of period | | Weighted Average Remaining Maturity (days) |
Short-term borrowings: | | | | | | | | | | | |
| | | | | | | | | | | |
Agency RMBS | $ | 293 | | | 4.78 | % | | 32 | | $ | 976 | | | 1.02 | % | | 58 |
| | | | | | | | | | | |
Non-Agency RMBS(1) | 48,237 | | | 7.50 | % | | 26 | | 38,354 | | | 2.94 | % | | 4 |
Residential Whole Loans(2) | — | | | — | % | | 0 | | 1,439 | | | 2.57 | % | | 5 |
Residential Bridge Loans(2) | — | | | — | % | | 0 | | 4,368 | | | 2.61 | % | | 5 |
Commercial Loans(2) | — | | | — | % | | 0 | | 6,463 | | | 3.20 | % | | 5 |
| | | | | | | | | | | |
| | | | | | | | | | | |
Other securities | 1,776 | | | 7.09 | % | | 17 | | 2,457 | | | 3.50 | % | | 18 |
Total short-term borrowings | 50,306 | | | 7.47 | % | | 26 | | 54,057 | | | 2.92 | % | | 6 |
Long-term borrowings: | | | | | | | | | | | |
Non-Agency CMBS and Non-Agency RMBS Facility | | | | | | | | | | | |
Non-Agency CMBS(1) | 55,154 | | | 6.30 | % | | 122 | | 59,802 | | | 2.14 | % | | 125 |
Non-Agency RMBS | 19,129 | | | 6.30 | % | | 122 | | 15,632 | | | 2.14 | % | | 125 |
Other securities | 16,863 | | | 6.30 | % | | 122 | | 27,506 | | | 2.22 | % | | 125 |
Subtotal | 91,146 | | | 6.30 | % | | 122 | | 102,940 | | | 2.16 | % | | 125 |
Residential Whole Loan Facility | | | | | | | | | | | |
Residential Whole Loans(2) | 3,633 | | | 6.66 | % | | 298 | | 396,531 | | | 2.25 | % | | 308 |
Commercial Whole Loan Facility | | | | | | | | | | | |
Commercial Loans | 48,032 | | | 6.13 | % | | 307 | | 63,661 | | | 2.27 | % | | 268 |
Total long-term borrowings | 142,811 | | | 6.25 | % | | 189 | | 563,132 | | | 2.24 | % | | 270 |
Repurchase agreements borrowings | $ | 193,117 | | | 6.57 | % | | 146 | | $ | 617,189 | | | 2.30 | % | | 247 |
Less unamortized debt issuance costs | — | | | N/A | | N/A | | — | | | N/A | | N/A |
Repurchase agreements borrowings, net | $ | 193,117 | | | 6.57 | % | | 146 | | $ | 617,189 | | | 2.30 | % | | 247 |
(1) Includes repurchase agreement borrowings on securities eliminated upon VIE consolidation.
(2) Repurchase agreement borrowings on loans owned are through trust certificates. The trust certificates are eliminated in consolidation.
At December 31, 2022 and December 31, 2021, repurchase agreements collateralized by investments had the following remaining maturities:
| | | | | | | | | | | |
(dollars in thousands) | December 31, 2022 | | December 31, 2021 |
| | | |
1 to 29 days | $ | 50,013 | | | $ | 53,081 | |
30 to 59 days | 293 | | | 370 | |
60 to 89 days | — | | | 606 | |
| | | |
Greater than or equal to 90 days | 142,811 | | | 563,132 | |
Total | $ | 193,117 | | | $ | 617,189 | |
At December 31, 2022, the following table reflects amounts of collateral at risk under its repurchase agreements greater than 10% of the Company's equity with any counterparty (dollars in thousands):
| | | | | | | | | | | | | | | | | |
| December 31, 2022 |
Counterparty | Amount of Collateral at Risk, at fair value | | Weighted Average Remaining Maturity (days) | | Percentage of Stockholders' Equity |
Credit Suisse AG, Cayman Islands Branch | $ | 51,542 | | | 171 | | 54.4 | % |
Citigroup Global Markets Inc. | 40,235 | | | 122 | | 42.4 | % |
| | | | | |
| | | | | |
Collateral for borrowings under repurchase agreements
The following table summarizes the Company's collateral positions, with respect to its borrowings under repurchase agreements at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Assets Pledged | | Accrued Interest | | Assets Pledged and Accrued Interest | | Assets Pledged | | Accrued Interest | | Assets Pledged and Accrued Interest |
Assets pledged for borrowings under repurchase agreements: | | | | | | | | | | | |
| | | | | | | | | | | |
Agency RMBS, at fair value | $ | 249 | | | $ | — | | | $ | 249 | | | $ | 1,172 | | | $ | 19 | | | $ | 1,191 | |
Non-Agency CMBS, at fair value(1) | 83,925 | | | 483 | | | 84,408 | | | 107,624 | | | 504 | | | 108,128 | |
Non-Agency RMBS, at fair value | 104,487 | | | 533 | | | 105,020 | | | 66,555 | | | 343 | | | 66,898 | |
Residential Whole Loans, at fair value(2) | 3,229 | | | 3 | | | 3,232 | | | 453,447 | | | 2,674 | | | 456,121 | |
Residential Bridge Loans(2) | — | | | — | | | — | | | 5,207 | | | 91 | | | 5,298 | |
Commercial Loans, at fair value(2) | 66,864 | | | 362 | | | 67,226 | | | 101,459 | | | 360 | | | 101,819 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Other securities, at fair value | 27,262 | | | 78 | | | 27,340 | | | 51,648 | | | 100 | | | 51,748 | |
Cash(3) | 3,410 | | | — | | | 3,410 | | | 3,151 | | | — | | | 3,151 | |
Total | $ | 289,426 | | | $ | 1,459 | | | $ | 290,885 | | | $ | 790,263 | | | $ | 4,091 | | | $ | 794,354 | |
(1) Includes securities eliminated upon VIE consolidation.
(2) Loans owned through trust certificates are pledged as collateral. The trust certificates are eliminated upon consolidation.
(3) Cash posted as collateral is included in "Due from counterparties" in the Company's Consolidated Balance Sheets.
A reduction in the value of pledged assets typically results in the repurchase agreement counterparties initiating a margin call. At December 31, 2022 and December 31, 2021, investments held by counterparties as security for repurchase agreements totaled approximately $286.0 million and approximately $787.1 million, respectively. Cash collateral held by counterparties at December 31, 2022 and December 31, 2021 was approximately $3.4 million and $3.2 million, respectively. Cash posted by repurchase agreement counterparties at December 31, 2022 and December 31, 2021 was $300 thousand and $0, respectively.
Convertible Senior Unsecured Notes
6.75% Convertible Senior Unsecured Notes due 2024
In September 2021, the Company issued $86.3 million aggregate principal of convertible senior unsecured notes due 2024 (the “2024 Notes”) for net proceeds of $83.3 million. Interest on the 2024 Notes is paid semiannually. The 2024 Notes are convertible into, at the Company's election, cash, shares of the Company's common stock or a combination of both, subject to the satisfaction of certain conditions and during specified periods. The conversion rate is subject to adjustment upon the occurrence of certain specified events and the holders may require the Company to repurchase all or any portion of their notes for cash equal to 100% of the principal amount of the 2024 Notes, plus accrued and unpaid interest, if the Company undergoes a fundamental change as specified in the supplemental indenture for the 2024 Notes. The initial conversion rate was 33.7952 shares of common stock per $1,000 principal amount of notes and represented a conversion price of $29.59 per share of common stock. The 2024 Notes mature on September 15, 2024, unless earlier converted, redeemed or repurchased by the holders pursuant to their terms, and are not redeemable by the Company except during the final three months prior to maturity.
6.75% Convertible Senior Unsecured Notes due 2022
At December 31, 2021, the Company had $37.7 million aggregate principal amount of the convertible senior unsecured notes due 2022 (the “2022 Notes”) outstanding. Interest on the 2022 Notes is paid semiannually. The 2022 Notes were repaid in full upon their maturity on October 3, 2022.
The 2022 Notes Exchanges and Repurchases
During the quarters ended December 31, 2021, September 30, 2021, and March 31, 2021, the Company repurchased $8.0 million, $122.6 million, and $6.7 million aggregate principal amount of the 2022 Notes at an approximate 1% premium to par value, 2.8% discount to par value, and 6.3% discount to par value, respectively, plus accrued and unpaid interest.
During the quarters ended September 30, 2022, June 30, 2022, and March 31, 2022, the Company repurchased $1.0 million, $7.2 million, and $3.4 million aggregate principal amount of the 2022 Notes at par value, 0.6% premium to par value, and 0.8% premium to par value, respectively, plus accrued and unpaid interest.
During the quarter ended December 31, 2022, the Company repaid the remaining $26.0 million aggregate principal amount of its 2022 Notes at par value, plus accrued and unpaid interest, upon their maturity.
Securitized Debt
Arroyo Trust 2019-2
In May 2019, the Company completed a residential mortgage-backed securitization comprised of $945.5 million of Non-QM Residential Whole Loans, issuing $919.0 million of mortgage-backed notes. The Company did not elect the fair value option for these notes and accordingly they are recorded at their principal balance less unamortized deferred financing costs and classified in "Securitized debt, net" in the Consolidated Balance Sheets. The following table summarizes the issued Arroyo Trust's residential mortgage pass-through certificates at December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | |
Classes | Principal Balance | Coupon | Carrying Value | Contractual Maturity |
Offered Notes: | | | | |
Class A-1 | $ | 168,131 | | 3.3% | $ | 168,131 | | 4/25/2049 |
Class A-2 | 9,017 | | 3.5% | 9,017 | | 4/25/2049 |
Class A-3 | 14,286 | | 3.8% | 14,286 | | 4/25/2049 |
Class M-1 | 25,055 | | 4.8% | 25,055 | | 4/25/2049 |
Subtotal | $ | 216,489 | | | $ | 216,489 | | |
Less: Unamortized Deferred Financing Costs | N/A | | 2,604 | | |
Total | $ | 216,489 | | | $ | 213,885 | | |
The Company retained the non-offered securities in the securitization, which include the class B, Class A-IO-S and Class XS certificates. These non-offered securities were eliminated in consolidation. The securitized debt of the Arroyo Trust 2019 can only be settled with the residential loans that serve as collateral for the securitized debt and is non-recourse to the Company. At December 31, 2022, residential whole loans, with an outstanding principal balance of approximately $243.3 million, served as collateral for the Arroyo Trust 2019-2's securitized debt. The Company may redeem the offered notes on or after the earlier of (i) the three-year anniversary of the closing date or (ii) the date on which the aggregate collateral balance is 20% of the original principal balance. The notes are redeemable at their face value plus accrued interest.
Arroyo Trust 2020-1
In June 2020, the Company completed a residential mortgage-backed securitization comprised of $355.8 million of Non-QM Residential Whole Loans, issuing $341.7 million of mortgage-backed notes. The Company did not elect the fair value option for these notes and accordingly they are recorded at their principal balance less unamortized deferred financing cost and classified in "Securitized debt, net" in the Consolidated Balance Sheets. The following table summarizes the issued Arroyo Trust 2020-1's residential mortgage pass-through certificates at December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | |
Classes | Principal Balance | Coupon | Carrying Value | Contractual Maturity |
Offered Notes: | | | | |
Class A-1A | $ | 74,425 | | 1.7% | $ | 74,425 | | 3/25/2055 |
Class A-1B | 8,831 | | 2.1% | 8,831 | | 3/25/2055 |
Class A-2 | 13,518 | | 2.9% | 13,518 | | 3/25/2055 |
Class A-3 | 17,963 | | 3.3% | 17,963 | | 3/25/2055 |
Class M-1 | 11,739 | | 4.3% | 11,739 | | 3/25/2055 |
Subtotal | $ | 126,476 | | | $ | 126,476 | | |
Less: Unamortized Deferred Financing Costs | N/A | | 1,542 | | |
Total | $ | 126,476 | | | $ | 124,934 | | |
The Company retained the non-offered securities in the securitization, which include the Class B, Class A-IO-S and Class XS certificates. These non-offered securities were eliminated in consolidation. The securitized debt of the Arroyo Trust 2020 can only be settled with the residential loans that serve as collateral for the securitized debt and is non-recourse to the Company. At December 31, 2022, residential whole loans, with an outstanding principal balance of approximately $140.5 million serve as collateral for the Arroyo Trust 2020's securitized debt. The Company may redeem the offered notes on or after the earlier of (i) the three-year anniversary of the closing date or (ii) the date on which the aggregate collateral balance is equal to or less than 30% of the original principal balance. The notes are redeemable at their face value plus accrued interest.
Arroyo Trust 2022-1
In February 2022, the Company completed a residential-mortgage backed securitization comprised of $432.0 million of Non-QM residential whole loans, issuing $398.9 million of mortgage-backed notes. The Company has chosen to make the fair value election pursuant to ASC 825 (accounting guidance for the fair value of CFE's) for the debt and accordingly the bonds are recorded at fair value in the Consolidated Balance Sheets with the periodic changes in fair value are recorded in current period earnings in the Consolidated Statements of Operations as a component of "Unrealized loss, net."
The following table summarizes the issued Arroyo Trust 2022-1's residential mortgage pass-through certificates at December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | |
Classes | Principal Balance | Coupon | Fair Value | Contractual Maturity |
Offered Notes: | | | | |
Class A-1A | $ | 212,307 | 2.5% | $ | 194,438 | 12/25/2056 |
Class A-1B | 82,942 | 3.3% | 73,259 | 12/25/2056 |
Class A-2 | 21,168 | 3.6% | 17,054 | 12/25/2056 |
Class A-3 | 28,079 | 3.7% | 21,308 | 12/25/2056 |
Class M-1 | 17,928 | 3.7% | 12,160 | 12/25/2056 |
| | | | |
| | | | |
Total | $ | 362,424 | | $ | 318,219 | |
The Company retained the non-offered securities in the securitization, which include the Class B, Class A-IO-S, and Class XS certificates. These non-offered securities were eliminated in consolidation. The securitized debt of the Arroyo Trust 2022-1 can only be settled with the residential loans that serve as collateral for the securitized debt and is non-recourse to the Company. At December 31, 2022, residential whole loans with an outstanding principal balance of approximately $394.7 million serve as collateral for the Arroyo Trust 2022-1's securitized debt. The Company may redeem the offered notes on or after the earlier of (i) the three-year anniversary of the closing date or (ii) the date on which the aggregate collateral balance is equal to or less than 30% of the original principal balance. The notes are redeemable at their fair value plus accrued interest.
Arroyo Trust 2022-2
In July 2022, the Company completed a residential-mortgage backed securitization comprised of $402.2 million of Non-QM residential whole loans, issuing $351.9 million of mortgage-backed notes. The Company has chosen to make the fair value election pursuant to ASC 825 (accounting guidance for the fair value of CFE's) for the debt and accordingly the bonds are recorded at fair value in the Consolidated Balance Sheets with the periodic changes in fair value are recorded in current period earnings in the Consolidated Statements of Operations as a component of "Unrealized loss, net."
The following table summarizes the issued Arroyo Trust 2022-2's residential mortgage pass-through certificates at December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | |
Classes | Principal Balance | Coupon | Fair Value | Contractual Maturity |
Offered Notes: | | | | |
Class A-1 | $ | 267,533 | 5.0% | $ | 260,217 | 7/25/2057 |
Class A-2 | 22,773 | 5.0% | 21,983 | 7/25/2057 |
Class A-3 | 27,749 | 5.0% | 26,619 | 7/25/2057 |
Class M-1 | 17,694 | 5.0% | 15,216 | 7/25/2057 |
| | | | |
| | | | |
Total | $ | 335,749 | | $ | 324,035 | |
The Company retained the non-offered securities in the securitization, which include the Class B-1, Class B-2, Class B-3, Class A-IO-S, and Class XS certificates. These non-offered securities were eliminated in consolidation. The securitized debt of the Arroyo Trust 2022-2 can only be settled with the residential loans that serve as collateral for the securitized debt and is non-recourse to the Company. At December 31, 2022, residential whole loans with an outstanding principal balance of approximately $385.0 million serve as collateral for the Arroyo Trust 2022-2's securitized debt. The Company may redeem the offered notes on or after the earlier of (i) the three-year anniversary of the closing date or (ii) the date on which the aggregate collateral balance is equal to or less than 30% of the original principal balance. The notes are redeemable at their fair value plus accrued interest.
Commercial mortgage-backed notes
CSMC 2014 USA
The following table summarizes CSMC 2014 USA's commercial mortgage pass-through certificates at December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | |
Classes | Principal Balance | Coupon | Fair Value | Contractual Maturity |
Class A-1 | $ | 120,391 | | 3.3 | % | $ | 108,591 | | 9/11/2025 |
Class A-2 | 531,700 | | 4.0 | % | 477,678 | | 9/11/2025 |
Class B | 136,400 | | 4.2 | % | 115,782 | | 9/11/2025 |
Class C | 94,500 | | 4.3 | % | 76,304 | | 9/11/2025 |
Class D | 153,950 | | 4.4 | % | 113,229 | | 9/11/2025 |
Class E | 180,150 | | 4.4 | % | 99,858 | | 9/11/2025 |
Class F | 153,600 | | 4.4 | % | 77,242 | | 9/11/2025 |
Class X-1(1) | n/a | 0.7 | % | 7,430 | | 9/11/2025 |
Class X-2(1) | n/a | 0.2 | % | 1,497 | | 9/11/2025 |
| $ | 1,370,691 | | | $ | 1,077,611 | | |
| | | | |
| | | | |
| | | | |
| | | | |
(1) Class X-1 and Class X-2 are interest-only classes with notional balances of $652.1 million and $733.5 million as of December 31, 2022, respectively.
At December 31, 2022, the Company owned a portion of the class F certificates with an outstanding principal balance of $14.9 million, which is eliminated in consolidation. The remaining CSMC USA debt that we elected the fair value option had a fair value of $1.1 billion, and is recorded in "Securitized debt, net" in the Consolidated Balance Sheets. Of the remaining
outstanding principal balance of $1.4 billion, $186.0 million is owned by related parties and $1.2 billion is owned by third parties. The securitized debt of the CSMC USA can only be settled with the commercial loan with an outstanding principal balance of approximately $1.4 billion at December 31, 2022, that serves as collateral for the securitized debt and is non-recourse to the Company. The Company has chosen to make the fair value election pursuant to ASC 825 for the debt and accordingly the periodic changes in fair value are recorded in current period earnings in the Consolidated Statements of Operations as a component of "Unrealized loss, net."
Note 8—Derivative Instruments
The Company's derivatives may include interest rate swaps, swaptions, options, futures contracts, TBAs, Agency. and Non-Agency Interest-Only Strips that are classified as derivatives, credit default swaps, and total return swaps.
The following table summarizes the Company's derivative instruments at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | December 31, 2022 | | December 31, 2021 |
Derivative Instrument | Accounting Designation | | Consolidated Balance Sheets Location | | Notional Amount | | Fair Value | | | | Notional Amount | | Fair Value | | |
Interest rate swaps, asset | Non-Hedge | | Derivative assets, at fair value | | $ | 60,000 | | | $ | 1 | | | | | $ | — | | | $ | — | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Credit default swaps, asset | Non-Hedge | | Derivative assets, at fair value | | — | | | — | | | | | 2,030 | | | 105 | | | |
| | | | | | | | | | | | | | | |
Total derivative instruments, assets | | | | | | | 1 | | | | | | | 105 | | | |
| | | | | | | | | | | | | | | |
Interest rate swaps, liability | Non-Hedge | | Derivative liability, at fair value | | 98,000 | | | (61) | | | | | 22,000 | | | (38) | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Credit default swaps, liability | Non-Hedge | | Derivative liability, at fair value | | — | | | — | | | | | 4,140 | | | (564) | | | |
| | | | | | | | | | | | | | | |
Total derivative instruments, liabilities | | | | | | | (61) | | | | | | | (602) | | | |
Total derivative instruments, net | | | | | | | $ | (60) | | | | | | | $ | (497) | | | |
The following table summarizes the effects of the Company's derivative positions, including Interest-Only Strips characterized as derivatives and TBAs, which are reported in "Gain (loss) on derivative instruments, net" in the Consolidated Statements of Operations for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Realized Gain (Loss), net | | | | | | | | |
Description | Other Settlements / Expirations | | Variation Margin Settlement | | Return (Recovery) of Basis | | Mark-to-Market | | Contractual interest income (expense), net | | Total |
Year ended December 31, 2022 | | | | | | | | | | | |
Interest rate swaps | $ | (3,371) | | | $ | 13,765 | | | $ | — | | | $ | 3,348 | | | $ | 628 | | | $ | 14,370 | |
Interest rate swaptions | (161) | | | — | | | — | | | — | | | — | | | (161) | |
Interest-Only Strips—accounted for as derivatives | — | | | — | | | (102) | | | (242) | | | 151 | | | (193) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Credit default swaps | (242) | | | — | | | — | | | 393 | | | — | | | 151 | |
TBAs | 2,051 | | | — | | | — | | | — | | | — | | | 2,051 | |
Total | $ | (1,723) | | | $ | 13,765 | | | $ | (102) | | | $ | 3,499 | | | $ | 779 | | | $ | 16,218 | |
| | | | | | | | | | | |
Year ended December 31, 2021 | | | | | | | | | | | |
Interest rate swaps | $ | — | | | $ | 490 | | | $ | — | | | $ | (38) | | | $ | 109 | | | $ | 561 | |
| | | | | | | | | | | |
Interest-Only Strips—accounted for as derivatives | — | | | — | | | (300) | | | (206) | | | 394 | | | (112) | |
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| | | | | | | | | | | |
| | | | | | | | | | | |
Credit default swaps | 64 | | | — | | | — | | | 36 | | | — | | | 100 | |
| | | | | | | | | | | |
Total | $ | 64 | | | $ | 490 | | | $ | (300) | | | $ | (208) | | | $ | 503 | | | $ | 549 | |
| | | | | | | | | | | |
Year ended December 31, 2020 | | | | | | | | | | | |
Interest rate swaps | $ | (262) | | | $ | (179,759) | | | $ | 262 | | | $ | (2,515) | | | $ | (1,395) | | | $ | (183,669) | |
Interest rate swaptions | 80 | | | — | | | — | | | — | | | — | | | 80 | |
Interest-Only Strips—accounted for as derivatives | (940) | | | — | | | (1,096) | | | (532) | | | 1,324 | | | (1,244) | |
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| | | | | | | | | | | |
Credit default swaps | (9,534) | | | — | | | — | | | (1,834) | | | — | | | (11,368) | |
TBAs | (2,430) | | | — | | | — | | | 928 | | | — | | | (1,502) | |
Total | $ | (13,086) | | | $ | (179,759) | | | $ | (834) | | | $ | (3,953) | | | $ | (71) | | | $ | (197,703) | |
At December 31, 2022 and December 31, 2021, the Company had cash pledged as collateral for derivatives of approximately $3.2 million and approximately $1.4 million respectively, which is reported in "Due from counterparties" in the Consolidated Balance Sheets.
Interest rate swaps
The Company uses interest rate swaps to mitigate its exposure to higher short-term interest rates in connection with its repurchase agreements. Interest rate swaps generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the interest rate swap without exchange of the underlying notional amount. Notwithstanding the foregoing, in order to manage its hedge position with regard to its liabilities, the Company on occasion will enter into interest rate swaps which involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the interest rate swap without exchange of the underlying notional amount. The Company also enters into forward starting swaps to help mitigate the effects of changes in interest rates on a portion of its borrowings under repurchase agreements. The Company generally enters into MAC (Market Agreed Coupon) interest rate swaps in which it may receive or make a payment at the time of entering such interest rate swap to compensate for the out of the market nature of such interest rate swap. Similar to all other interest rate swaps, these interest rate swaps are also subject to margin requirements.
The Company has not elected to account for its interest rate swaps as "hedges" under GAAP, accordingly the change in fair value of the interest rate swaps not designated in hedging relationships are recorded together with periodic net interest settlement amounts in "Gain (loss) on derivatives instruments, net" in the Consolidated Statements of Operations.
The following table provides additional information on the Company's fixed-pay interest rate swap as of December 31, 2022 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
Fixed Pay Interest Rate Swap Remaining Term | Notional Amount | | Average Fixed Pay Rate | | Average Floating Receive Rate | | Average Maturity (Years) | | |
| | | | | | | | | |
Greater than 1 year and less than 3 years | $ | 60,000 | | | 1.4 | % | | 2.0 | % | | 1.3 | | |
Greater than 3 years and less than 5 years | 70,000 | | | 1.4 | % | | 1.8 | % | | 4.1 | | |
Greater than 5 years | 28,000 | | | 1.7 | % | | 3.6 | % | | 9.0 | | |
Total | $ | 158,000 | | | 1.4 | % | | 2.2 | % | | 3.9 | | |
To-Be-Announced securities
The Company purchased and sold TBAs during the year ended December 31, 2022, as shown in the table below. There were no open TBA positions as of December 31, 2022 and December 31, 2021.
The following table presents additional information about the Company's contracts to purchase and sell TBAs for the year ended December 31, 2022 (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Notional Amount December 31, 2021 | | Additions | | Settlement, Termination, Expiration or Exercise | | Notional Amount December 31, 2022 |
Purchase of TBAs | | $ | — | | | $ | 600,000 | | | $ | (600,000) | | | $ | — | |
Sale of TBAs | | $ | — | | | $ | 600,000 | | | $ | (600,000) | | | $ | — | |
Interest-Only strips
The Company also invests in Interest-Only Strips. In determining the classification of its holdings of Interest-Only Strips, the Company evaluates the securities to determine if the nature of the cash flows has been altered from that of the underlying mortgage collateral. Generally, Interest-Only Strips for which the security represents a strip off of a mortgage pass through security will be considered a hybrid instrument classified as an MBS investment in the Consolidated Balance Sheets utilizing the fair value option. Alternatively, those Interest-Only Strips, for which the underlying mortgage collateral has been included into a structured security that alters the cash flows from the underlying mortgage collateral, are accounted for as derivatives at fair value with changes recognized in "Gain (loss) on derivative instruments, net" in the Consolidated Statements of Operations, along with any interest received. The carrying value of these Interest-Only Strips is included in "Agency mortgage-backed securities, at fair value" in the Consolidated Balance Sheets.
Credit default swaps
The Company currently has outstanding credit default swaps. Under these instruments, the buyer makes a monthly premium payment over the term of the contract in exchange for the seller making a payment for losses of the reference securities, upon the occurrence of a specified credit event.
Note 9—Offsetting Assets and Liabilities
The following tables present information about certain assets and liabilities that are subject to master netting agreements (or similar agreements) and can potentially be offset in the Company's Consolidated Balance Sheets at December 31, 2022 and December 31, 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| | Gross Amounts | | Gross Amounts Offset in the Consolidated Balance Sheets | | Net Amounts of Assets presented in the Consolidated Balance Sheets | | Gross Amounts Not Offset in the Consolidated Balance Sheets | | |
Description | | | | | Financial Instruments(1) | | Cash Collateral(1) | | Net Amount |
Derivative Assets | | | | | | | | | | | | |
Agency and Non-Agency Interest-Only Strips, accounted for as derivatives included in MBS | | $ | 714 | | | $ | — | | | $ | 714 | | | $ | (196) | | | $ | — | | | $ | 518 | |
Derivative asset, at fair value(2)(3) | | 1 | | | — | | | 1 | | | (1) | | | — | | | — | |
Total assets | | $ | 715 | | | $ | — | | | $ | 715 | | | $ | (197) | | | $ | — | | | $ | 518 | |
| | | | | | | | | | | | |
Derivative Liabilities and Repurchase Agreements | | | | | | | | |
Derivative liability, at fair value(2)(3) | | $ | 61 | | | $ | — | | | $ | 61 | | | $ | (1) | | | $ | (60) | | | $ | — | |
Repurchase Agreements(4) | | 193,117 | | | — | | | 193,117 | | | (193,073) | | | (44) | | | — | |
Total liability | | $ | 193,178 | | | $ | — | | | $ | 193,178 | | | $ | (193,074) | | | $ | (104) | | | $ | — | |
(1) Amounts disclosed in the financial instruments column of the tables above represent securities, whole loans and securitized commercial loan collateral pledged and derivative assets that are available to be offset against liability balances associated with repurchase agreement and derivative liabilities. Amounts disclosed in the cash collateral column of the tables above represents amounts pledged or received as collateral against derivative transactions.
(2) Derivative asset, at fair value includes interest rate swaps.
(3) Cash collateral pledged against the Company's derivative counterparties was approximately $3.2 million as of December 31, 2022.
(4) The carrying value of investments pledged against the Company's repurchase agreements was approximately $286.0 million as of December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| | Gross Amounts | | Gross Amounts Offset in the Consolidated Balance Sheets | | Net Amounts of Assets presented in the Consolidated Balance Sheets | | Gross Amounts Not Offset in the Consolidated Balance Sheets | | |
Description | | | | | Financial Instruments(1) | | Cash Collateral(1) | | Net Amount |
Derivative Assets | | | | | | | | | | | | |
Agency and Non-Agency Interest-Only Strips, accounted for as derivatives included in MBS | | $ | 1,058 | | | $ | — | | | $ | 1,058 | | | $ | (1,058) | | | $ | — | | | $ | — | |
Derivative asset, at fair value(2) | | 105 | | | — | | | 105 | | | (105) | | | — | | | — | |
Total derivative assets | | $ | 1,163 | | | $ | — | | | $ | 1,163 | | | $ | (1,163) | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Derivative Liabilities and Repurchase Agreements | | | | | | | | |
Derivative liability, at fair value(2)(3) | | $ | 602 | | | $ | — | | | $ | 602 | | | $ | (105) | | | $ | (497) | | | $ | — | |
Repurchase Agreements(4) | | 617,189 | | | — | | | 617,189 | | | (617,189) | | | — | | | — | |
Total liability | | $ | 617,791 | | | $ | — | | | $ | 617,791 | | | $ | (617,294) | | | $ | (497) | | | $ | — | |
(1) Amounts disclosed in the financial instruments column of the tables above represent securities, whole l and securitized commercial loan collateral pledged and derivative assets that are available to be offset against liability balances associated with repurchase agreement and derivative liabilities. Amounts disclosed in the cash collateral column of the tables above represents amounts pledged or received as collateral against derivative transactions.
(2) Derivative asset, at fair value and Derivative liability, at fair value credit default swaps.
(3) Cash collateral pledged against the Company's derivative counterparties was approximately $1.4 million as of December 31, 2021.
(4) The carrying value of investments pledged against the Company's repurchase agreements was approximately $787.1 million as of December 31, 2021.
Certain of the Company's repurchase agreement and derivative transactions are governed by underlying agreements that generally provide for a right of set-off in the event of default or in the event of a bankruptcy of either party to the transaction.
Note 10—Related Party Transactions
Management Agreement
In connection with the Company's initial public offering ("IPO") in May 2012, the Company entered into a management agreement (the "Management Agreement") with the Manager, which describes the services to be provided by the Manager and compensation for such services. The Manager is responsible for managing the Company's operations, including: (i) performing all of its day-to-day functions; (ii) determining investment criteria in conjunction with the Board of Directors; (iii) sourcing, analyzing and executing investments, asset sales and financings; (iv) performing asset management duties; and (v) performing financial and accounting management, subject to the direction and oversight of the Company's Board of Directors. Pursuant to the terms of the Management Agreement, the Manager is paid a management fee equal to 1.50% per annum of the Company's stockholders' equity (as defined in the Management Agreement), calculated and payable (in cash) quarterly in arrears. For purposes of calculating the management fee, "stockholders' equity" means the sum of the net proceeds from any issuances of the Company's equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus retained earnings, calculated in accordance with GAAP, at the end of the most recently completed fiscal quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less any amount paid for repurchases of the Company's shares of common stock, excluding any unrealized gains or losses on our investments and derivatives and other non-cash items, (excluding other than temporary impairment) that have impacted stockholders' equity as reported in the Company's consolidated financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and excluding one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between the Manager and the Company's independent directors and after approval by a majority of the Company's independent directors. However, if the Company's stockholders' equity for any given quarter is negative based on the calculation described above, the Manager will not be entitled to receive any management fee for that quarter.
In addition, the Company may be required to reimburse the Manager for certain expenses as described below, and shall reimburse the Manager for the compensation paid to the Company's chief financial officer, controller and their staff. Expense reimbursements to the Manager are made in cash on a regular basis. The Company's reimbursement obligation is not subject to any dollar limitation. Because the Manager's personnel perform certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, the Manager may be paid or reimbursed for the documented cost of performing such tasks, provided that such costs and reimbursements are in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis.
The Management Agreement may be amended, supplemented or modified by agreement between the Company and the Manager. The Management Agreement expires on May 16, 2023. It is automatically renewed for a one year term on May 15, 2022 and automatically renews on each subsequent May 15th unless previously terminated as described below. The Company's independent directors review the Manager's performance and any fees payable to the Manager annually and, the Management Agreement may be terminated annually upon the affirmative vote of at least two-thirds (2/3) of the Company's independent directors, based upon: (i) the Manager's unsatisfactory performance that is materially detrimental to the Company; or (ii) the Company's determination that any fees payable to the Manager are not fair, subject to the Manager's right to prevent such termination due to unfair fees by accepting a reduction of management fees agreed to by at least two-thirds (2/3) of the Company's independent directors. The Company will provide the Manager 180 days prior notice of any such termination. Unless terminated for cause, the Company will pay the Manager a termination fee equal to three times the average annual management fee earned by the Manager during the prior 24-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination.
The Company may also terminate the Management Agreement at any time, without the payment of any termination fee, with 30 days prior written notice from the Company's Board of Directors for cause, which will be determined by at least two-thirds (2/3) of the Company's independent directors, which is defined as: (i) the Manager's continued material breach of any provision of the Management Agreement (including the Manager's failure to comply with the Company's investment guidelines); (ii) the Manager's fraud, misappropriation of funds, or embezzlement against the Company; (iii) the Manager's gross negligence in the performance of its duties under the Management Agreement; (iv) the occurrence of certain events with respect to the bankruptcy or insolvency of the Manager, including an order for relief in an involuntary bankruptcy case or the Manager authorizing or filing a voluntary bankruptcy petition; (v) the Manager is convicted (including a plea of nolo contendere) of a felony; or (vi) the dissolution of the Manager.
For the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company incurred $3.9 million, $5.9 million and $4.5 million in management fees, respectively. The Manger waived the management fee for three
months from March 2020 through May 2020 because of the unprecedented market disruption and dislocation across fixed income markets surrounding the uncertainty related to the COVID-19 pandemic. In December 2021, the Manager agreed to voluntarily waive 25% of its management fee solely for the duration of calendar year 2022 in order to support the earnings potential of the Company and its transition to a residential focused investment portfolio. Future waivers, if any, will be at the Manager's discretion.
In addition to the management fee, the Company is also responsible for reimbursing the Manager for certain expenses paid by the Manager on behalf of the Company, as defined in the Management Agreement. For the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company recorded expenses included in General and Administrative Expenses totaling approximately $604 thousand, $1.9 million and $1.7 million, respectively, related to reimbursable employee costs. Any such expenses incurred by the Manager and reimbursed by the Company, including the employee compensation expense, are typically included in the Company's General and Administrative Expense in the Consolidated Statements of Operations. At December 31, 2022 and December 31, 2021, approximately $3.9 million and approximately $1.5 million, respectively, for management fees incurred but not yet paid was included in "Payable to affiliate" in the Consolidated Balance Sheets. In addition, at December 31, 2022 and December 31, 2021, approximately $86 thousand and approximately $457 thousand, respectively, of reimbursable costs incurred but not yet paid was included in "Payable to affiliate" in the Consolidated Balance Sheets.
Note 11—Share-Based Payments
The Company's ability to grant new equity-based awards under the Company's existing equity incentive plans expired on May 9, 2022. At the Annual Meeting of Stockholders held on June 24, 2022, the Company's stockholders approved the Western Asset Mortgage Capital Corporation 2022 Omnibus Incentive Plan and the Western Asset Mortgage Capital Corporation 2022 Manager Omnibus Incentive Plan (collectively, the “2022 Plans”). The 2022 Plans provide for the issuance of options (including non-statutory stock options and incentive stock options), stock appreciation rights (referred to as SARs), restricted stock, restricted stock units (referred to as RSUs), stock bonuses, other stock based awards and cash awards.
The aggregate maximum number of shares of the Company's common stock available for future issuances under the 2022 Plans is 1,000,000 shares, which was reduced to 100,000 shares following the completion of the reverse stock split. The Manager and the officers, employees, non-employee directors, independent contractors, and consultants of the Company or any affiliate of the Company, including any individuals who are employees of the Manager or one of the Manager’s affiliates, are eligible to participate in the 2022 Plans, provided that they have been selected by the Plan Administrator.
Under the Equity Plan, the Company made the following grants during the years ended December 31, 2022 and December 31, 2021:
On June 25, 2021, the Company granted a total of 81,160 restricted stock units (20,290 per each independent director), or 8,116 shares (2,029 per each independent director) on a post reverse stock split basis, under the Equity Plan to the Company’s four independent directors. These restricted stock units vested in full on June 25, 2022, the first anniversary of the grant date, and will be settled in shares of the Company's common stock upon a separation from service with the Company.
On June 24, 2022, the Company granted a total of 217,040 restricted stock units (54,260 per each independent director) or 21,704 shares (5,426 per each independent director) on a post reverse stock split basis, to each of the Company's four independent directors. These restricted stock units will vest in full on June 24, 2023, the first anniversary of the grant date, and will be settled in shares of the Company’s common stock upon each of the independent director’s separation from service with the Company.
On June 30, 2022, the Company granted 200,000 restricted stock units, or 20,000 restricted stock units on a post reverse stock split basis under the Western Asset Mortgage Capital Corporation 2022 Omnibus Incentive Plan to the Company’s Chief Financial Officer. These restricted stock units will vest in equal installments on the first and second anniversary of the grant date.
During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, 11,716, 13,782 and 6,748 restricted stock units vested, respectively. The Company recognized stock-based compensation expense of approximately $435 thousand, $618 thousand and $699 thousand for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively. In addition, the Company had unamortized compensation expense of $298 thousand and $211 thousand for equity awards at December 31, 2022 and December 31, 2021, respectively.
Holders of restricted stock units are entitled to receive dividends (or dividend equivalent payments) and distributions that become payable on the restricted stock units during the restricted period. Dividend equivalent payments allocable to restricted stock units are deemed to purchase additional phantom shares of the Company's common stock that are credited to each participant's deferral account. The award agreements include restrictions whereby the restricted stock units cannot be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of prior to the lapse of restrictions under the respective
award agreement. The restrictions lapse on the unvested restricted stock units awarded when vested, subject to the grantee's continuing to provide services to the Company as of the vesting date. Unvested restricted stock units and rights to dividends thereon are forfeited upon termination of the grantee.
The following is a summary of restricted stock units vesting dates as of December 31, 2022 and December 31, 2021:
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Vesting Date | Shares Vesting | | Shares Vesting |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
March 2022 | — | | | 3,600 | |
June 2022 | — | | | 8,116 | |
June 2023 | 31,704 | | | — | |
June 2024 | 10,000 | | | — | |
| 41,704 | | | 11,716 | |
The following table presents information with respect to the Company's restricted stock units for the years ended December 31, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Restricted Stock Units | | Weighted Average Grant Date Fair Value(1) | | Restricted Stock Units | | Weighted Average Grant Date Fair Value(1) |
Outstanding at beginning of period | 114,825 | | | $ | 131.85 | | | 102,556 | | | $ | 140.99 | |
Granted(2) | 48,971 | | | 12.61 | | | 14,815 | | | 50.72 | |
Cancelled/forfeited | — | | | — | | | (2,546) | | | 27.50 | |
Outstanding at end of period | 163,796 | | | $ | 96.20 | | | 114,825 | | | $ | 131.85 | |
Unvested at end of period | 41,704 | | | $ | 12.52 | | | 11,716 | | | $ | 56.19 | |
(1)The grant date fair value of restricted stock unit awards is based on the closing market price of the Company's common stock at the grant date.
(2)Includes 7,267 shares and 6,698 restricted stock units attributed to dividends on restricted stock units for the years ended December 31, 2022 and December 31, 2021, respectively.
Note 12—Stockholders' Equity
Reverse stock split
On June 30, 2022, the Company announced that its board of directors approved a one-for-ten reverse stock split of the Company's outstanding shares of common stock. The one-for-ten reverse stock split was effected on July 11, 2022, which reduced the total number of authorized shares of common stock from 500,000,000 to 50,000,000 shares, resulting in the number of common shares outstanding reducing from 60,380,105 to 6,038,012. The par value per share of our common stock remained unchanged at $0.01. All per share amounts and common shares outstanding have been adjusted on a retroactive basis to reflect the Company's one-for-ten reverse stock split.
Our stockholders' equity, in the aggregate, remains unchanged. Per share net income or loss increased because there are fewer shares of common stock outstanding. The common stock held in treasury was reduced in proportion to the Reverse Stock Split Ratio. There were no other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, that arose as a result of the reverse stock split. No fractional shares were issued in connection with the reverse stock split. Instead, each stockholder holding fractional shares was entitled to receive, in lieu of such fractional shares, cash in an amount determined based on the closing price of the Company's common stock the business day prior to the Effective Date. The reverse stock split applied to all of the Company's outstanding shares of common stock and did not affect any stockholder’s ownership percentage of shares of the Company's common stock, except for immaterial changes resulting from the payment of cash for fractional shares.
At-The-Market Program
In March 2017, the Company entered into an equity distribution agreement with JMP Securities LLC, which was amended on June 5, 2020, under which the Company may offer and sell up to $100 million of shares of common stock in an At-The-Market equity offering. During the years ended December 31, 2022 and December 31, 2021, the Company did not sell shares under this agreement.
Stock Repurchase Program
In December 2021, The Company extended its share repurchase program as authorized by its Board of Directors. Under the extended program, the Company is permitted to repurchase up to 300,000 shares of its common stock through December 31, 2023. Any purchases made pursuant to the program will be made in the open market, in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rules 10b5-1 and 10b-18 of the Securities and Exchange Commission Act of 1934, as amended. The authorization does not obligate the Company to acquire any particular amount of common shares, or any shares at all, and the program may be suspended or discontinued at the Company's discretion without prior notice.
During the year ended December 31, 2022, the Company did not repurchase any shares under the stock repurchase program.
Dividends
The following table presents cash dividends declared and paid by the Company on its common stock, not adjusted on a retroactive basis to reflect the Company's one-for-ten reverse stock split to align with 1099-DIV per share amounts as reported.
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Declaration Date | | Record Date | | Payment Date | | Amount per Share | | Tax Characterization | |
2022 | | | | | | | | | |
December 21, 2022 | | January 3, 2023 | | January 26, 2023 | | $ | 0.40 | | | Ordinary income | (1) |
September 22, 2022 | | October 3, 2022 | | October 26, 2022 | | $ | 0.40 | | | Ordinary income | |
June 21, 2022 | | July 1, 2022 | | July 25, 2022 | | $ | 0.04 | | | Ordinary income | |
March 23, 2022 | | April 4, 2022 | | April 26, 2022 | | $ | 0.04 | | | Ordinary income | |
| | | | | | | | | |
2021 | | | | | | | | | |
December 21, 2021 | | December 31, 2021 | | January 26, 2022 | | $ | 0.06 | | | Ordinary income | (2) |
September 23, 2021 | | October 4, 2021 | | October 26, 2021 | | $ | 0.06 | | | Return of capital | |
June 22, 2021 | | July 2, 2021 | | July 26, 2021 | | $ | 0.06 | | | Return of capital | |
March 23, 2021 | | April 2, 2021 | | April 26, 2021 | | $ | 0.06 | | | Return of capital | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
(1) The cash distributions made on January 26, 2023, with a record date of January 3, 2023, are treated as received by stockholders on January 26, 2023 and
taxable in calendar year 2023.
(2) The cash distributions made on January 26, 2022, with a record date of December 31, 2021, were treated as received by stockholders on January 26, 2022
and taxable in calendar year 2022 as return of capital.
Note 13—Net Income (Loss) per Common Share
The table below presents basic and diluted net income (loss) per share of common stock using the two-class method for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 (dollars, other than shares and per share amounts, in thousands):
| | | | | | | | | | | | | | | | | |
| For the year ended December 31, 2022 | | For the year ended December 31, 2021 | | For the year ended December 31, 2020 |
Numerator: | | | | | |
Net loss attributable to common stockholders and participating securities for basic and diluted earnings per share | $ | (89,079) | | | $ | (48,953) | | | $ | (328,354) | |
Less: | | | | | |
Dividends and undistributed earnings allocated to participating securities | 95 | | | 89 | | | 36 | |
Net income loss allocable to common stockholders—basic and diluted | $ | (89,174) | | | $ | (49,042) | | | $ | (328,390) | |
Denominator: | | | | | |
Weighted average common shares outstanding for basic earnings per share | 6,037,164 | | | 6,074,714 | | | 5,741,138 | |
| | | | | |
| | | | | |
Weighted average common shares outstanding for diluted earnings per share | 6,037,164 | | | 6,074,714 | | | 5,741,138 | |
Basic loss per common share | $ | (14.77) | | | $ | (8.07) | | | $ | (57.20) | |
Diluted loss per common share | $ | (14.77) | | | $ | (8.07) | | | $ | (57.20) | |
For the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company excluded the effects of the convertible senior unsecured notes from the computation of diluted earnings per share since the average market value per share of the Company's common stock was below the exercise price of the convertible senior unsecured notes.
Note 14—Income Taxes
As a REIT, the Company is not subject to federal income tax to the extent that it makes qualifying distributions to its stockholders and satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income and stock ownership tests.
Based on the Company's analysis of any potential uncertain income tax positions, the Company concluded that it does not have any uncertain tax positions that meet the recognition or measurement criteria as of December 31, 2022. The Company files U.S. federal and state income tax returns. As of December 31, 2022, U.S. federal tax returns filed by the Company for 2021, 2020 and 2019 and state tax returns filed for 2021, 2020, 2019, 2018 and 2017 are open for examination pursuant to relevant statutes of limitation. In the event that the Company incurs income tax related interest and penalties, the Company's policy is to classify them as a component of its provision for income taxes.
Income Tax Provision
Subject to the limitation under the REIT asset test rules, the Company is permitted to own up to 100% of the stock of one or more TRS. Currently, the Company owns one TRS that is taxable as a corporation and is subject to federal, state and local income tax on its net income at the applicable corporate rates. The TRS, which was formed in Delaware on July 28, 2014, is a limited liability company and a wholly-owned subsidiary of the Company. For the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company recorded a federal and state tax provision of approximately $171 thousand, $99 thousand, and $396 thousand, respectively.
The following table summarizes the Company's income tax provision for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 (dollars in thousands):
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| | For the year ended December 31, 2022 | | For the year ended December 31, 2021 | | For the year ended December 31, 2020 |
Current Tax Provision (Benefit) | | | | | | |
Federal | | $ | 171 | | | $ | 55 | | | $ | 527 | |
State | | — | | | 44 | | | (452) | |
| | | | | | |
Total Current Provision for Income Taxes, net | | 171 | | | 99 | | | 75 | |
Deferred Provision (Benefit) for Income Taxes | | | | | | |
Federal | | — | | | — | | | (85) | |
State | | — | | | — | | | 406 | |
Total Deferred Benefit for Income Taxes, net | | — | | | — | | | 321 | |
Total Income Tax Provision, net | | $ | 171 | | | $ | 99 | | | $ | 396 | |
Deferred Tax Asset
As of December 31, 2022 and December 31, 2021, the Company recorded a deferred tax asset of approximately $13.5 million and $12.2 million, respectively, relating to capital loss carryforward and temporary differences as a result of the timing of income recognition of certain investments held in the TRS. The capital loss carryforwards may only be recognized to the extent of capital gains. There is uncertainty as to the TRS ability to recognize capital gains in the future. As a result, the Company has concluded it is more likely than not the deferred tax asset will not be realized and has recorded a full valuation allowance.
In addition, the REIT generated net operating losses ("NOLs") during the year ended December 31, 2021 related to ordinary losses on its MBS portfolio and it generated NOLs for the years ended December 31, 2020 and December 31, 2017, related to its swap terminations, and for its California return a portion of the NOLs is apportioned to the TRS. The Company recorded a deferred state tax asset of $14.5 million and $14.7 million in the REIT and $1.6 million and $1.6 million in the TRS as of December 31, 2022 and December 31, 2021, respectively. The TRS can carryback the NOLs generated during the years ended December 31, 2020 and December 31, 2017 to each of the two preceding years to request a refund for taxes paid. As of December 31, 2022 and December 31, 2021, the Company has concluded it is more likely than not the deferred tax asset relating to the NOLs will not be realized and it has recorded a combined valuation allowance of $16.1 million and $16.3 million, respectively.
The following tables disclose the components of the Company's deferred tax asset and deferred tax liability at December 31, 2022 and 2021 (dollars in thousands):
| | | | | | | | | | | | | | |
Deferred Tax Asset | | December 31, 2022 | | December 31, 2021 |
Net operating loss available for carry-back and carry-forward (1) | | $ | 16,111 | | | $ | 16,302 | |
Net capital loss carry-forward (1) | | 7,929 | | | 10,384 | |
Investments | | 5,576 | | | 1,849 | |
Deferred tax asset | | 29,616 | | | 28,535 | |
Allowance | | (29,616) | | | (28,535) | |
Net deferred tax asset | | $ | — | | | $ | — | |
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Deferred Tax Liability | | December 31, 2022 | | December 31, 2021 |
Net operating loss available for carry-back and carry-forward | | $ | — | | | $ | — | |
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Net deferred tax liability | | $ | — | | | $ | — | |
(1) Net operating loss available for carry-forward begin to expire in 2037. Net capital loss available for carry-forward begin to expire in 2023.
Reconciliation of Tax Rate to Effective Tax Rate
The Company's effective tax rate differs from its combined federal and state income tax rate primarily due to the deduction of dividends distributions to be paid under Code Section 857(a). The reconciliation of these rates are as follows:
| | | | | | | | | | | | | | | | |
| | For the year ended December 31, 2022 | | For the year ended December 31, 2021 | | |
Federal statutory rate | | 21.0 | % | | 21.0 | % | | |
State statutory rate, net of federal benefit | | 0.4 | % | | (6.9) | % | | |
| | | | | | |
Other | | — | % | | 0.2 | % | | |
Change in valuation allowance | | (3.3) | % | | 16.3 | % | | |
| | | | | | |
REIT earnings not subject to corporate taxes | | (18.3) | % | | (30.8) | % | | |
Effective Tax Rate | | (0.2) | % | | (0.2) | % | | |
Note 15—Commitments and Contingencies
From time to time, the Company may become involved in various claims, regulatory actions and legal actions arising in the ordinary course of business. Management is not aware of any material contingencies at December 31, 2022 and December 31, 2021, respectively.
Note 16—Subsequent Events
On February 3, 2023, the CRE 3 loan was sold to an unaffiliated third party equal to its recorded value at December 31, 2022 of $8.8 million.
Western Asset Mortgage Capital Corporation and Subsidiaries
Schedule IV
Mortgage Loans on Real Estate
As of December 31, 2022
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$ in thousands Asset Type | | Description | | Number of Loans | | Interest Rate | | Maturity Date | | Periodic Payment Terms(1) | | Prior Liens | | Face Amount of Mortgages | | Carrying Amount of Mortgages(4) | | Principal Amount of Loans Subject to Delinquent Principal or Interest |
Residential Whole Loans and Residential Bridge Loans |
Adjustable Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $0 - $249,999 | | 518 | | Hybrid ARM 2.5% to 6.4% | | 11/01/2041 to 06/01/2052 | | P&I | | $ | — | | | $ | 78,456 | | | $ | 77,462 | | | $ | — | |
Adjustable Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $250,000 - $499,999 | | 637 | | Hybrid ARM 2.7% to 5.9% | | 01/01/2042 to 02/01/2055 | | P&I | | — | | | 203,089 | | | 199,462 | | | 338 | |
Adjustable Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $500,000 - $749,999 | | 231 | | Hybrid ARM 2.5% to 6.3% | | 04/01/2043 to 11/01/2055 | | P&I | | — | | | 130,112 | | | 126,555 | | | 1,623 | |
Adjustable Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $750,000 - $999,999 | | 89 | | Hybrid ARM 3.4% to 6.2% | | 05/01/2043 to 06/01/2052 | | P&I | | — | | | 69,656 | | | 67,470 | | | 790 | |
Adjustable Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $1,000,000 - $1,249,999 | | 31 | | Hybrid ARM 3.5% to 5.8% | | 09/01/2043 to 05/01/2052 | | P&I | | — | | | 32,683 | | | 31,534 | | | 937 | |
Adjustable Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $1,250,000 - $1,499,999 | | 24 | | Hybrid ARM 3.4% to 5.6% | | 12/01/2041 to 05/01/2052 | | P&I | | — | | | 29,867 | | | 28,605 | | | 1,321 | |
Adjustable Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $1,500,000 and above | | 17 | | Hybrid ARM 2.9% to 6.1% | | 08/01/2044 to 04/01/2052 | | P&I | | — | | | 29,348 | | | 28,684 | | | — | |
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Fixed Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $0 - $249,999 | | 464 | | Fixed 3.7% to 7.1% | | 07/01/2026 to 06/01/2052 | | P&I | | — | | | 77,047 | | | 69,854 | | | — | |
Fixed Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $250,000 - $499,999 | | 481 | | Fixed 2.9% to 7.2% | | 09/01/2026 to 06/01/2052 | | P&I | | — | | | 161,520 | | | 145,326 | | | 980 | |
Fixed Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $500,000 - $749,999 | | 252 | | Fixed 2.5% to 6.1% | | 11/01/2033 to 06/01/2052 | | P&I | | — | | | 147,193 | | | 131,322 | | | 641 | |
Fixed Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $750,000 - $999,999 | | 106 | | Fixed 2.9% to 6.4% | | 11/01/2033 to 06/01/2052 | | P&I | | — | | | 88,557 | | | 79,389 | | | — | |
Fixed Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $1,000,000 - $1,249,999 | | 49 | | Fixed 2.9% to 5.9% | | 11/01/2048 to 06/01/2052 | | P&I | | — | | | 53,027 | | | 47,986 | | | 2,108 | |
Fixed Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $1,250,000 - $1,499,999 | | 26 | | Fixed 2.7% to 6.3% | | 02/01/2036 to 05/01/2052 | | P&I | | — | | | 33,542 | | | 30,117 | | | — | |
Fixed Rate Residential Mortgage Loan Held in Securitization Trusts | | Original Loan Balance $1,500,000 and above | | 18 | | Fixed 3.1% to 5.7% | | 10/01/2048 to 06/01/2052 | | P&I | | — | | | 31,203 | | | 27,378 | | | — | |
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$ in thousands Asset Type | | Description | | Number of Loans | | Interest Rate | | Maturity Date | | Periodic Payment Terms(1) | | Prior Liens | | Face Amount of Mortgages | | Carrying Amount of Mortgages(4) | | Principal Amount of Loans Subject to Delinquent Principal or Interest |
Fixed Rate Residential Bridge Loans Held in Securitization Trusts | | Original Loan Balance $0 - $249,999 | | 1 | | Fixed 9.8% to 12.3% | | 12/31/2022 | | Interest Only(2) | | — | | | 75 | | | 68 | | | 75 | |
Fixed Rate Residential Bridge Loans Held in Securitization Trusts | | Original Loan Balance $250,000 - $499,999 | | 1 | | Fixed 11.3% | | 12/31/2022 | | Interest Only(2) | | — | | | 420 | | | 378 | | | 420 | |
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Fixed Rate Residential Bridge Loans Held in Securitization Trusts | | Original Loan Balance $750,000 - $999,999 | | 3 | | Fixed 8.5% to 10% | | 12/31/2022 | | Interest Only(2) | | — | | | 2,671 | | | 2,404 | | | 2,671 | |
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Total Residential Whole Loans and Residential Bridge Loans | | $ | — | | | $ | 1,168,466 | | | $ | 1,093,994 | | | $ | 11,904 | |
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Commercial Loans |
Commercial Loan Held in Securitization Trust | | Original Loan Balance $32,000,000 | | 1 | | LIBOR + 4.1% | | 01/06/2023 | | Interest Only(3) | | $ | — | | | $ | 14,362 | | | $ | 14,362 | | | $ | — | |
Commercial Loan | | Original Loan Balance $90,000,000 | | 1 | | LIBOR + 9.25% | | 06/29/2021 | | Interest Only(3) | | — | | | 90,000 | | | 8,777 | | | 90,000 | |
Commercial Loan | | Original Loan Balance $40,000,000 | | 1 | | SOFR + 3.38% | | 08/06/2025 | | Interest Only(3) | | — | | | 22,204 | | | 22,050 | | | — | |
Commercial Loan | | Original Loan Balance $13,206,521 | | 1 | | LIBOR + 3.75% | | 11/06/2023 | | Interest Only(3) | | — | | | 13,207 | | | 13,151 | | | — | |
Commercial Loan | | Original Loan Balance $24,534,783 | | 1 | | LIBOR + 3.75% | | 11/06/2023 | | Interest Only(3) | | — | | | 24,535 | | | 24,433 | | | — | |
Commercial Loan | | Original Loan Balance $7,258,696 | | 1 | | LIBOR + 3.75% | | 11/06/2023 | | Interest Only(3) | | — | | | 7,259 | | | 7,229 | | | — | |
Total Commercial Loans | | $ | — | | | $ | 171,567 | | | $ | 90,002 | | | $ | 90,000 | |
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Securitized Commercial Loans |
Commercial Loan Held in Securitization Trust | | Original Loan Balance $1,400,000,000 | | 1 | | Fixed 4.38% | | 09/15/2025 | | Interest Only(3) | | — | | | 1,385,591 | | | 1,085,103 | | | — | |
Total Securitized Commercial Loans | | $ | — | | | $ | 1,385,591 | | | $ | 1,085,103 | | | $ | — | |
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Total Residential and Commercial Loans | | $ | — | | | $ | 2,725,624 | | | $ | 2,269,099 | | | $ | 101,904 | |
(1) Principal and interest ("P&I")
(2) Residential Bridge Loans are mainly interest only loans with a balloon payment at maturity.
(3) The borrower may prepay the commercial loan in whole or in part at any time in accordance with the terms of the loan agreement.
(4) The carrying value of the reflects the fair value of the mortgage loans.
(5) On February 3, 2023, this loan was sold to an independent third party for its fair value as of December 31, 2022.
Reconciliation of Carrying Value of Mortgage Loans on Real Estate:
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| | 2022 | | 2021 | | 2020 |
Beginning balance | | $ | 2,515,310 | | | $ | 2,938,556 | | | $ | 2,691,532 | |
Additions during period: | | | | | | |
New mortgage loans | | 411,919 | | | 427,848 | | | 113,340 | |
Unrealized gains | | — | | | 100,598 | | | — | |
Realized gains | | 91 | | | 35 | | | — | |
Capitalized interest | | 96 | | | 485 | | | 829 | |
Mortgage loan of consolidated VIE | | — | | | — | | | 1,245,287 | |
Deductions during period: | | | | | | |
Collections of principal | | 239,398 | | | 872,612 | | | 713,854 | |
Transfer to REO | | 2,256 | | | 30,751 | | | 419 | |
Amortization of premium and (discounts), net | | (20,701) | | | (15,053) | | | (4,805) | |
Unrealized losses | | 425,527 | | | 63,661 | | | 97,089 | |
Sales of mortgage loans | | 11,736 | | | — | | | 144,259 | |
Realized losses | | 101 | | | 241 | | | 10,812 | |
Mortgage loan of deconsolidated VIE | | — | | | — | | | 150,804 | |
Balance at end of period | | $ | 2,269,099 | | | $ | 2,515,310 | | | $ | 2,938,556 | |