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Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments Fair Value of Financial Instruments
 
The following tables present the Company’s financial instruments carried at fair value as of March 31, 2020 and December 31, 2019, based upon the valuation hierarchy (dollars in thousands):
 
 March 31, 2020
 Fair Value
 Level ILevel IILevel IIITotal
Assets            
Agency CMBS$—  $413,394  $—  $413,394  
Agency CMBS Interest-Only Strips accounted for as derivatives, included in MBS
—  2,792  —  2,792  
Agency RMBS Interest-Only Strips—  —  9,952  9,952  
Agency RMBS Interest-Only Strips accounted for as derivatives, included in MBS
—  —  4,490  4,490  
Subtotal Agency MBS—  416,186  14,442  430,628  
Non-Agency CMBS—  243,444  6,865  250,309  
Non-Agency RMBS—  —  21,123  21,123  
Non-Agency RMBS Interest-Only Strips
—  —  5,174  5,174  
Subtotal Non-Agency MBS—  243,444  33,162  276,606  
Other securities—  40,040  7,371  47,411  
Total mortgage-backed securities and other securities—  699,670  54,975  754,645  
Residential Whole Loans—  —  1,309,795  1,309,795  
Residential Bridge Loans—  —  26,050  26,050  
Securitized commercial loans—  —  477,131  477,131  
Commercial Loans—  —  320,308  320,308  
Derivative assets—  33,675  —  33,675  
Total Assets$—  $733,345  $2,188,259  $2,921,604  
Liabilities    
Derivative liabilities$—  $43,967  $—  $43,967  
Securitized debt—  396,663  161  396,824  
Total Liabilities$—  $440,630  $161  $440,791  
 December 31, 2019
 Fair Value
 Level ILevel IILevel IIITotal
Assets    
Agency CMBS$—  $1,435,477  $—  $1,435,477  
Agency CMBS Interest-Only Strips accounted for as derivatives, included in MBS
—  3,092  —  3,092  
Agency RMBS—  340,771  —  340,771  
Agency RMBS Interest-Only Strips—  —  10,343  10,343  
Agency RMBS Interest-Only Strips accounted for as derivatives, included in MBS
—  —  5,572  5,572  
Subtotal Agency MBS—  1,779,340  15,915  1,795,255  
Non-Agency CMBS—  316,019  —  316,019  
Non-Agency RMBS—  —  38,131  38,131  
Non-Agency RMBS Interest-Only Strips
—  —  7,683  7,683  
Subtotal Non-Agency MBS—  316,019  45,814  361,833  
Other securities—  62,965  17,196  80,161  
Total mortgage-backed securities and other securities—  2,158,324  78,925  2,237,249  
Residential Whole Loans—  —  1,375,860  1,375,860  
Residential Bridge Loans—  —  33,269  33,269  
Securitized commercial loan—  —  370,213  370,213  
Commercial Loans—  —  909,040  909,040  
Derivative assets—  5,111  —  5,111  
Total Assets$—  $2,163,435  $2,767,307  $4,930,742  
Liabilities    
Derivative liabilities$—  $6,370  $—  $6,370  
Securitized debt—  680,586  1,057  681,643  
Total Liabilities$—  $686,956  $1,057  $688,013  
 
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 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. Agency CMBS, given the amount of available observable market data, generally are classified in Level II.  For newly issued Agency CMBS securities that have not settled at period end and do not have a CUSIP yet, the Company utilizes a broker quote due to lack of observable market data. Accordingly these securities are classified in Level III. 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 Non-QM Residential Whole Loans and 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, yield, default assumption and loss severity. Other inputs and assumptions relevant to the pricing of Residential Whole Loans include FICO scores and prepayment speeds.
As of December 31, 2019, the values for the Conforming Residential Whole Loan Portfolio were based on a third party pricing service valuation model that assigns a loan value using TBA prices, adjusted for delivery to Fannie Mae using Fannie Mae's loan-level price adjustment matrix. As of March 31, 2020, the values for the confirming loans were based on a prices from pool of conforming residential whole loans that traded in April 2020. In addition to pricing the underlying mortgages, the third party pricing service uses a service release premium valuation representing the sale of the right to service the mortgages. Together, the TBA price and service release premium price form the "All-In" price for these mortgages.

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 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 loans are classified 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 and loss severity. The Company reviews the analysis provided by 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 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 loan's valuation, the Company classifies its securitized commercial loans as Level III.

Securitized debt

Values for the Company's securitized debt 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.

Derivatives
 
Values for the Company's derivatives are based upon prices from third party pricing services, whose pricing is subject to review by the Manager’s pricing committee. In valuing its over-the-counter interest rate derivatives, such as swaps and swaptions, its currency derivatives, such as swaps and forwards and credit derivatives such as total return swaps, the Company considers the creditworthiness of both the Company and its counterparties, along with collateral provisions contained in each derivative agreement, from the perspective of both the Company and its counterparties. No credit valuation adjustment was made in determining the fair value of interest rate derivatives and/or futures contracts for the periods ended March 31, 2020 and December 31, 2019.

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 March 31, 2020 and December 31, 2019 (dollars in thousands):
 Fair Value at  Range
March 31, 2020Valuation TechniqueUnobservable InputMinimumMaximumWeighted Average
   
Residential Whole-Loans(2)
1,161,199  Discounted Cash Flow  Yield4.7 %8.9 %6.6 %
Weighted Average Life1.26.62.5
Residential Bridge Loans26,050  Discounted Cash Flow  Yield8.5 %26.3 %
(1)
11.6 %
Weighted Average Life0.21.80.8
Commercial Loans320,308  Discounted Cash Flow  Yield6.5 %14.9 %9.4 %
Weighted Average Life1.22.71.4

 Fair Value at  Range
December 31, 2019Valuation TechniqueUnobservable InputMinimumMaximumWeighted Average
   
Residential Whole-Loans(2)
1,200,566  Discounted Cash Flow  Yield3.4 %7.0 %3.7 %
Weighted Average Life1.47.83.0
Residential Bridge Loans33,269  Discounted Cash Flow  Yield7.5 %27.0 %
(1)
9.8 %
Weighted Average Life0.31.80.8
Commercial Loans370,213  Discounted Cash Flow  Yield4.7 %10.9 %7.5 %
Weighted Average Life0.42.91.6

(1)  Yield to maturity is the total return on the loan expressed as an annual rate. Delinquent Bridge Loans that are nearing maturity and with fair value that is significantly less than the principal amount have a higher yield to maturity, some of which are greater than 100%.
(2) As of March 31, 2020, excludes $148.6 million of conforming residential whole loans, which were valued based on prices from a pool of conformning residential loans that traded in April 2020. As of December 31, 2019, excludes $175.3 million of Conforming Residential Whole Loans, which were valued using TBA prices, adjusted for delivery to Fannie Mae using Fannie Mae's loan-level price adjustment matrix. As of December 31, 2019, the TBA prices used for valuing the conforming loans range from $101.39 to $107.63.

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:
 Three months ended March 31, 2020
$ in thousandsAgency MBSNon-Agency MBSOther SecuritiesResidential 
Whole Loans
Residential
Bridge Loans
Commercial LoansSecuritized 
commercial 
loans
Securitized debt
Beginning balance$15,915  $45,814  $17,196  $1,375,860  $33,269  $370,213  $909,040  $1,057  
Transfers into Level III from Level II—  —  —  —  —  —  —  —  
Transfers from Level III into Level II—  —  (6,482) —  —  —  —  —  
Purchases—  —  —  111,486  —  —  —  —  
Sales and settlements—  (12,702) —  —  —  —  —  —  
Transfers to REO—  —  —  —  (489) —  —  —  
VIE deconsolidation—  6,852  —  —  —  —  (150,804) —  
Principal repayments—  (320) (153) (80,361) (6,408) (37,638) (154,701) —  
Total net gains / losses included in net income
Realized gains/(losses), net on assets—  (16) —  —  (85) —  —  —  
Unrealized gains/(losses), net on assets(1)
(534) (5,835) (3,120) (96,160) (218) (12,462) (127,171) —  
Unrealized (gains)/losses, net on liabilities(2)
—  —  —  —  —  —  —  (377) 
Premium and discount amortization, net
(939) (631) (70) (1,030) (19) 195  767  (519) 
Ending balance$14,442  $33,162  $7,371  $1,309,795  $26,050  $320,308  $477,131  $161  
Unrealized gains/(losses), net on assets held at the end of the period(1)
$(534) $(5,605) $(1,770) $(94,347) $(417) $(12,460) $(68,013) $—  
Unrealized gains/(losses), net on liabilities held at the end of the period(2)
$—  $—  $—  $—  $—  $—  $—  $377  
Three months ended March 31, 2019
$ in thousandsAgency MBSNon-Agency MBSOther SecuritiesResidential 
Whole Loans
Residential
Bridge Loans
Commercial LoansSecuritized 
commercial 
loan
Securitized debt
Beginning balance$19,837  $50,555  $8,951  $1,041,885  $211,999  $216,123  $1,013,511  $2,286  
Transfers into Level III from Level II—  —  8,386  —  —  —  —  —  
Transfers from Level III into Level II—  —  —  —  —  —  —  —  
Purchases—  —  —  248,105  —  121,189  903,770  —  
Sales and settlements—  —  —  —  —  —  —  3,769  
Principal repayments—  (252) —  (28,532) (66,612) (165) (988,714) —  
Total net gains / losses included in net income
0   
Realized gains/(losses), net on assets—  —  —  —  (87) —  —  —  
Other than temporary impairment(25) (241) —  —  —  —  —  —  
Unrealized gains/(losses), net on assets(1)
387  (1,193) 121  5,886  (780) 223  1,349  —  
Unrealized (gains)/losses, net on liabilities(2)
—  —  —  —  —  —  —  (1,970) 
Premium and discount amortization, net
(1,091) (477) (78) (181) (350) 208  (442) (316) 
Ending balance$19,108  $48,392  $17,380  $1,267,163  $144,170  $337,578  $929,474  $3,769  
Unrealized gains/(losses), net on assets held at the end of the period(1)
$387  $(1,193) $121  $6,108  $(780) $223  $1,377  $—  
Unrealized gains/(losses), net on liabilities held at the end of the period(2)
$—  $—  $—  $—  $—  $—  $—  $(28) 


(1)Gains and losses are included in "Unrealized gain (loss), net" in the Consolidated Statements of Operations.
(2)Gains and losses on securitized debt are included in "Unrealized gain (loss), net" in the Consolidated Statements of Operations.
Transfers between hierarchy levels for the three months ended March 31, 2020 and March 31, 2019 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, which 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 three months ended March 31, 2020 and March 31, 2019.
 
Other Fair Value Disclosures
 
Certain Residential Bridge Loans, repurchase agreement borrowings, convertible senior unsecured notes and securitized debt are not carried at fair value in the consolidated financial statements. The following table presents the carrying value and estimated fair value of the Company’s financial instruments that are not carried at fair value as of March 31, 2020 and December 31, 2019 in the consolidated financial statements (dollars in thousands):
March 31, 2020December 31, 2019
Carrying Value Estimated Fair ValueCarrying Value Estimated Fair Value
Assets
Residential Bridge Loans
$2,584  $2,575  $3,150  $3,148  
Total$2,584  $2,575  $3,150  $3,148  
Liabilities
Borrowings under repurchase agreements
$1,553,715  $1,358,436  $2,824,801  $2,829,093  
Convertible senior unsecured notes
197,984  65,801  197,299  209,172  
Securitized debt(1)
747,371  709,366  801,109  810,914  
Total$2,499,070  $2,133,603  $3,823,209  $3,849,179  

(1) Carrying value excludes $5.1 million and $5.3 million of deferred financing costs as of March 31, 2020 and December 31, 2019, respectively.

"Due from counterparties" and "Due to counterparties" in the Company’s Consolidated Balance Sheets are reflected at cost which approximates fair value.
 
Residential Bridge Loans

Values for the Company's 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 Residential Bridge Loans. The key loan inputs include loan balance, interest rate, loan to value, FICO score, debt to income ratio and delinquencies. The assumption made by the independent third party pricing service includes the market discount rate, prepayment, default assumption and loss severity. 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 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 loans are classified as Level III.

Borrowings under repurchase agreements

The fair values of the borrowings under repurchase agreements are based on a net present value technique. This method discounts future estimated cash flows using rates the Company determined best estimates current market interest rates that would be offered for loans with similar characteristics and credit quality. The use of different market assumptions or estimation methodologies could have a material effect on the fair value amounts. This fair value measurement is based on observable inputs, and as such, 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.
Securitized debt
 
Values for the Company's securitized debt, related to the securitization of a portion of its Residential Whole Loans, 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 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. At March 31, 2020, there was not sufficient observable market data for the debt to be classified as a Level II, accordingly it was classified as a Level III.