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Residential Whole-Loans and Bridge Loans
3 Months Ended
Mar. 31, 2020
Variable Interest Entities  
Residential Whole-Loans and Bridge Loans Residential Whole Loans and Bridge Loans
 
Residential Whole-Loan Trust
 
The consolidated financial statements include the consolidation of Revolving Mortgage Investment Trust 2015-1QR2 ("RMI 2015 Trust") since it met the definition of a VIE and the Company determined that it was the primary beneficiary of the trust because it was involved in the design of the trust, has oversight rights on defaulted assets and has other significant decision making powers. In addition, the Company has the obligation to absorb losses to the extent of its ownership interest and the
right to receive benefits from the trust that could potentially be significant to the trust.  RMI 2015 Trust has 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. As of March 31, 2020 and December 31, 2019, the Company financed the trust certificate with $285.4 million and $209.9 million, respectively, on long-term financing facilities which automatically roll until such time as they are terminated or until certain conditions of default. The financing liability is held outside the trust. The Company classifies the underlying 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.

        In August 2018, the Company formed Revolving Mortgage Investment Trust 2018-RCR ("RCR Trust") to acquire Conforming Residential Whole Loans. The Company determined that RCR Trust was a VIE and that the Company was the primary beneficiary of the trust because it was involved in the design of the trust, has oversight rights on defaulted assets and has other significant decision making powers. In addition, the Company has the obligation to absorb losses to the extent of its ownership interest and the right to receive benefits from the trust that could potentially be significant to the trust. As of March 31, 2020 and December 31, 2019, the Company financed the trust certificate with $155.5 million and $164.3 million, respectively, of repurchase agreements, which is a liability held outside the trust. The Company classifies the underlying conforming mortgages owned by the trust in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets. The Company has eliminated the intercompany trust certificate in consolidation.

        In September 2018, the Company formed Revolving Mortgage Investment Trust 2018-RNR ("RNR Trust") to acquire Non-QM Residential Whole Loans. The Company determined that RNR Trust was a VIE and that the Company was the primary beneficiary because it was involved in the design of the trust, has oversight rights on defaulted assets and has other significant decision making powers. In addition, the Company has the obligation to absorb losses to the extent of its ownership interest and the right to receive benefits from the trust that could potentially be significant to the trust. As of March 31, 2020 and December 31, 2019, the Company's trust certificate was financed with $23.3 million and $8.1 million, respectively, of repurchase agreements, which is a liability held outside the trust. The Company classifies the underlying Non-QM Residential Whole Loans in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets. The Company has eliminated the intercompany trust certificate in consolidation.

In May 2019, the Company completed a residential mortgage-backed securitization comprised of a portion of its Residential Whole Loan portfolio. During the securitization, RMI 2015 Trust and RNR Trust collectively transferred $945.5 million of Non-QM Residential Whole Loans, to a wholly-owned subsidiary of the Company, Arroyo Mortgage Trust 2019-2 ("Arroyo Trust"). The Company issued $919.0 million of mortgage-backed notes and retained all the subordinate and residual debt securities ("Owner Certificates"), which includes the required the 5% eligible risk retention. Refer to Note 7 - "Financings" for details on the associated securitized debt. The Company determined that Arroyo Trust was a VIE and that the Company was also the primary beneficiary because the Manager was involved in the design of the trust and the Company has significant decision making powers. In addition, the Company has the obligation to absorb losses to the extent of its ownership interest and the right to receive benefits from the Arroyo Trust that could potentially be significant to the trust. The Company classifies the underlying Non-QM Residential Whole Loans in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets. The Company has eliminated the intercompany Owner Certificates in consolidation.

        In November 2019, the Company formed Revolving Mortgage Investment Trust 2019-RBR ("RBR Trust") to acquire Non-QM Residential Whole Loans. The Company determined that RBR Trust was a VIE and that the Company was the primary beneficiary because it was involved in the design of the trust, has oversight rights on defaulted assets and has other significant decision making powers. In addition, the Company has the obligation to absorb losses to the extent of its ownership interest and the right to receive benefits from the trust that could potentially be significant to the trust. As of March 31, 2020 and December 31, 2019, the Company's trust certificate was financed with $91.4 million and $91.7 million of repurchase agreements, which is a liability held outside the trust. The Company classifies the underlying Non-QM Residential Whole Loans in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets. The Company has eliminated the intercompany trust certificate in consolidation.

Residential Bridge Loan Trust

        In February 2017, The Company formed Revolving Mortgage Investment Trust 2017-BRQ1 ("RMI 2017 Trust") and acquired the trust certificate, which 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 determined that RMI Trust was a VIE and that the Company was the primary beneficiary because it was involved in the design of the trust, has oversight rights on defaulted assets and has other significant decision making powers. In addition, the Company has the obligation to absorb losses to the extent of its ownership interest and the right to receive benefits from the trust that could potentially be significant to the trust. As of March 31, 2020 and December 31, 2019, the Company financed the trust certificate with $26.5 million and $32.1 million, respectively, of repurchase agreement borrowings, which is a liability held outside the trust. The Company classifies both the underlying Residential Bridge Loans carried at amortized cost and the Residential Bridge Loans that it elected the fair value option in "Residential Bridge Loans" and the Residential Whole Loans in "Residential Whole Loans, at fair value" in the Consolidated Balance Sheets. The Company has eliminated the intercompany trust certificate in consolidation.

Consolidated Residential Whole-Loan and Residential Bridge Loan Trusts
 
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.  The five consolidated Residential Whole-Loan trusts collectively hold 3,534 Residential Whole Loans and the consolidated Bridge Loan Trust holds 51 Residential Bridge Loans and nine Residential Whole Loans as of March 31, 2020. 

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 March 31, 2020 and December 31, 2019 (dollars in thousands):
 
 March 31, 2020December 31, 2019
Cash and cash equivalents$4,542  $1,811  
Residential Whole Loans, at fair value ($1,309,795 and $1,375,860 pledged as collateral, at fair value, respectively)1,309,795  1,375,860  
Residential Bridge Loans ($24,987 and $31,748 at fair value and $27,571 and $34,897 pledged as collateral, respectively)27,571  34,897  
Investment related receivable24,738  19,138  
Interest receivable8,517  7,840  
Other assets101  90  
Total assets$1,375,264  $1,439,636  
Securitized debt, net$742,297  $795,811  
Interest payable2,210  2,367  
Accounts payable and accrued expenses122  173  
Total liabilities$744,629  $798,351  

The Company’s risk with respect to its investment in each residential loan trust is limited to its direct ownership in the trust. The Residential Whole Loans, Residential Bridge Loans and Commercial Loan held by the consolidated trusts are 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 Company is not contractually required and has not provided any additional financial support to the trusts for the three months ended March 31, 2020 and March 31, 2019. 

The following table presents the components of the carrying value of Residential Whole Loans and Residential Bridge Loans as of March 31, 2020 and December 31, 2019 (dollars in thousands):
 
 Residential Whole Loans, at Fair Value
Residential Bridge Loans, at Fair Value(1)
Residential Bridge Loans, at Amortized Cost(1)
 March 31, 2020December 31, 2019March 31, 2020December 31, 2019March 31, 2020December 31, 2019
Principal balance$1,352,778  $1,325,443  $27,059  $34,041  $2,591  $3,155  
Unamortized premium30,983  28,588  52  79    
Unamortized discount(2,662) (2,839) (7) (13) (10) (11) 
Amortized cost1,381,099  1,351,192  27,104  34,107  2,584  3,150  
Gross unrealized gains227  26,363   10  N/A  N/A  
Gross unrealized losses(71,531) (1,695) (1,057) (848) N/A  N/A  
Fair value$1,309,795  $1,375,860  $26,050  $33,269  N/A  N/A  

 (1) These loans are classified in "Residential Bridge Loans" in the Consolidated Balance Sheets.

Residential Whole Loans

The Residential Whole Loans have low LTV's and are comprised of 2,963 Non-QM adjustable rate mortgages, 571 conforming fixed rate mortgages and nine investor fixed rate mortgages. The following tables present certain information about the Company’s Residential Whole Loan investment portfolio at March 31, 2020 and December 31, 2019 (dollars in thousands):
 
March 31, 2020
   Weighted Average
Current Coupon RateNumber of LoansPrincipal
 Balance
Original LTV
Original 
FICO Score(1)
Expected 
Life (years)(2)
Contractual 
Maturity 
(years)
Coupon 
Rate
3.01 – 4.00%52  $17,940  62.7 %734  2.828.13.9 %
4.01– 5.00%1,716  588,582  61.8 %746  2.328.54.8 %
5.01 – 6.00%1,707  723,264  62.2 %736  2.628.15.4 %
6.01 – 7.00%66  22,477  58.2 %724  3.526.86.2 %
7.01 - 8.00% 515  73.2 %753  4.028.47.1 %
Total3,543  $1,352,778  62.0 %740  2.528.25.1 %

(1)The original FICO score is not available for 282 loans with a principal balance of approximately $94.4 million at March 31, 2020. The Company has excluded these loans from the weighted average computations.
(2)Excludes the expected lives of the conforming Residential Whole Loans held by RCR Trust.
 
December 31, 2019
   Weighted Average
Current Coupon RateNumber of LoansPrincipal 
Balance
Original LTV
Original 
FICO Score(1)
Expected 
Life (years)(2)
Contractual 
Maturity 
(years)
Coupon 
Rate
3.01 – 4.00%53  $17,284  61.7 %  736  2.428.03.9 %  
4.01– 5.00%1,689  557,144  61.4 %  744  2.828.54.8 %  
5.01 – 6.00%1,682  713,397  62.0 %  736  3.028.35.4 %  
6.01 – 7.00%103  37,102  54.1 %  727  3.825.36.2 %  
7.01 - 8.00% 516  73.2 %  753  4.728.67.1 %  
Total3,529  $1,325,443  61.5 %  739  3.028.35.2 %  
(1)The original FICO score is not available for 286 loans with a principal balance of approximately $94.6 million at December 31, 2019. The Company has excluded these loans from the weighted average computations.
(2)Excludes the expected lives of the conforming Residential Whole Loans held by RCR Trust.

The following table presents the various states across the United States in which the collateral securing the Company’s Residential Whole Loans at March 31, 2020 and December 31, 2019, based on principal balance, is located (dollars in thousands):

March 31, 2020December 31, 2019
StateState ConcentrationPrincipal BalanceStateState ConcentrationPrincipal Balance
California66.5 %$899,344  California  66.1 %$875,738  
New York15.9 %214,658  New York  16.2 %214,141  
Georgia3.1 %42,506  Georgia  3.4 %45,189  
Florida2.8 %38,154  Florida  2.8 %36,641  
New Jersey2.2 %29,367  New Jersey  2.3 %30,450  
Other9.5 %128,749  Other  9.2 %123,284  
Total100.0 %$1,352,778  Total  100.0 %$1,325,443  



Residential Bridge Loans

The Residential Bridge Loans are comprised of short-term non-owner occupied fixed rate loans secured by single or multi-unit residential properties, with LTVs generally not to exceed 85%. The following tables present certain information about the Company’s Residential Bridge Loan investment portfolio at March 31, 2020 and December 31, 2019 (dollars in thousands):
 
March 31, 2020
c  Weighted Average
Current Coupon RateNumber of LoansPrincipal
Balance
Original LTV
Contractual
Maturity
(months)(1)
Coupon
Rate
7.01 – 9.00%26$17,823  67.4 %4.18.4 %
9.01 – 11.00%228,711  75.2 %4.310.2 %
11.01 – 13.00%62,167  64.3 %2.011.7 %
17.01 – 19.00%2949  75.0 %0.018.0 %
Total56$29,650  69.7 %4.19.5 %

December 31, 2019
   Weighted Average
Current Coupon RateNumber of LoansPrincipal
Balance
Original LTV
Contractual
Maturity
(months)(1)
Coupon
Rate
9.01 – 11.00%36$22,409  70.2 %  5.88.4 %  
11.01 – 13.00%289,972  74.0 %  5.610.1 %  
13.01 – 15.00%92,741  63.1 %  2.011.7 %  
15.01 – 17.00%11,125  75.0 %  0.013.5 %  
17.01 – 19.00%2949  75.0 %  0.018.0 %  
Total7637,196  71.0 %5.69.5 %

(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 U.S. states in which the collateral securing the Company’s Residential Bridge Loans at March 31, 2020 and December 31, 2019, based on principal balance, is located (dollars in thousands):
  
March 31, 2020December 31, 2019
StateConcentrationPrincipal BalanceStateConcentrationPrincipal Balance
California49.2 %$14,598  California50.4 %$18,763  
New York14.6 %4,323  Washington13.1 %4,863  
Washington12.6 %3,748  New York12.1 %4,518  
Florida10.5 %3,128  Florida8.9 %3,296  
New Jersey3.4 %1,004  New Jersey3.8 %1,424  
Other9.7 %2,849  Other11.7 %4,332  
Total100.0 %$29,650  Total100.0 %$37,196  
        
Non-performing Loans

The following table presents the aging of the Residential Whole Loans and Bridge Loans as of March 31, 2020 (dollars in thousands):

Residential Whole LoansBridge Loans
No of LoansPrincipalFair ValueNo of LoansPrincipal
Fair Value (1)
Current3,462  $1,313,975  $1,272,791  20  $13,124  $13,071  
1-30 days53  22,403  21,522   4,154  4,095  
31-60 days11  5,559  5,357   2,468  2,427  
61-90 days 3,779  3,550   973  926  
90+ days13  7,062  6,575  21  8,931  8,115  
Total3,543  $1,352,778  $1,309,795  56  $29,650  $28,634  

(1) Includes $2.6 million loans carried at amortized cost.

COVID-19 has materially disrupted business operations, resulting in significantly higher levels of unemployment or underemployment. As a result, the Company expects some of its Residential Whole Loan borrowers will experience financial hardship, making it difficult to meet their payment obligations to the Company, leading to requests for forbearance and higher levels of delinquency and potentially defaults. The Company maintains a strong relationship with its servicers and has utilized these relationships to address the potential impacts of COVID-19 pandemic on the Company's Non-QM loans. As of April 30, 2020, the Company had 265 Non-QM loans in forbearance.

Residential Whole Loans

        As of March 31, 2020, there were 13 Residential Whole Loans carried at fair value in non-accrual status with an unpaid principal balance of approximately $7.1 million and a fair value of $6.6 million. These nonperforming loans represent approximately 0.5% of the total outstanding principal balance. These loans are collateral dependent with a weighted average original LTV of 62.3%.

As of December 31, 2019, there were 12 Residential Whole Loans carried at fair value in non-accrual status with an unpaid principal balance of approximately $7.1 million and a fair value of approximately $6.7 million. These nonperforming loans represent approximately 0.5% of the total outstanding principal balance. These loans are collateral dependent with a weighted average original LTV of 62.1%.
No allowance for credit losses or credit loss expense was recorded as of and for the three months ended March 31, 2020 and March 31, 2019, since the adjustment for credit losses, 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 Bridge Loans

        As of March 31, 2020, there was one Residential Bridge Loan carried at amortized cost in non-accrual status with an unpaid principal balance of approximately $124 thousand and 20 Residential Bridge Loans carried at fair value in non-accrual status with an unpaid principal balance of approximately $8.8 million and a fair value of $8.0 million. These nonperforming loans represent approximately 30.1% of the total outstanding Bridge Loans principal balance of $29.7 million. These loans are collateral dependent with a weighted average original LTV of 70.9%.

As of December 31, 2019, there were 27 Residential Bridge Loans carried at fair value in non-accrual status with an unpaid principal balance of $12.1 million and a fair value of $11.4 million. These nonperforming loans represented approximately 32.6 % of the total outstanding Bridge Loans principal balance of $37.2 million. These loans are collateral dependent with a weighted average original LTV of 72.1%.

The Company concluded that an allowance for credit losses was not necessary for loans carried at amortized costs as of and for the three months ended March 31, 2020 and March 31, 2019 since the fair value of the collateral balance less the cost to sell was in excess of the outstanding principal and interest balances. For loans carried at fair value, no allowance for credit losses or credit loss expense was recorded as of and for the three months ended March 31, 2020 and March 31, 2019 since the adjustment for credit losses, if any, would be reflected in the fair value of these loans. The Company stopped accruing interest income for these loan when they became contractually 90 days delinquent.

        As of March 31, 2020, the Company had real estate owned ("REO") properties with an aggregate carrying value of $2.9 million related to foreclosed Bridge Loans. The REO properties are held for sale and accordingly carried at the lower of cost or fair value less cost to sell. The REO properties are classified in "Other assets" in the Consolidated Balance Sheets.