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Financings
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Financings 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 typically have terms ranging from one month to six months.  The Company’s repurchase agreement borrowings are accounted for as secured borrowings when the Company maintains effective control of the financed assets.  Under the 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 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, and 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 timeframe 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. 

The market disruptions surrounding COVID-19 resulted in the decline of our asset values making, it challenging to obtain repurchase agreement financing with favorable terms or at all. The Company's repurchase agreement counterparties have increased borrowing rates and increased haircuts. The Company expects to continue to expand and diversify its financing sources as an alternative to short term repurchase agreements with daily margin requirements, reducing its exposure to margin volatility.

Certain of the repurchase agreements provide the counterparty with the right to terminate the agreement if the Company does not maintain certain equity and leverage metrics, the most restrictive of which include a limit on leverage based on the composition of the Company’s portfolio. For the reporting period ended March 31, 2020, the Company breached certain financial statement covenants in repurchase agreements with two counterparties with borrowings outstanding as of May 5, 2020. Both counterparties have waived the breaches until August 1, 2020. In addition, the Company would have been in breach of certain covenants in another seven repurchase agreements with borrowings outstanding as of March 31, 2020, but with respect to those seven agreements, the Company has either modified the covenants or paid off the repurchase agreement borrowings in full.

As of March 31, 2020, the Company had borrowings under 19 of its master repurchase agreements. The following table summarizes certain characteristics of the Company’s repurchase agreements at March 31, 2020 and December 31, 2019 (dollars in thousands):
 
 March 31, 2020December 31, 2019
Securities PledgedRepurchase Agreement BorrowingsWeighted Average Interest Rate on Borrowings Outstanding at  end of periodWeighted Average Remaining Maturity (days)Repurchase Agreement BorrowingsWeighted Average Interest Rate on Borrowings Outstanding at end of periodWeighted Average Remaining Maturity (days)
Short Term Borrowings:
Agency CMBS$437,577  1.38 %27$1,352,248  2.05 %  26
Agency RMBS11,852  2.35 %21348,274  1.99 %  52
Non-Agency CMBS214,972  3.04 %24190,390  3.05 %  35
Non-Agency RMBS20,148  3.09 %830,481  3.56 %  9
Residential Whole Loans (1)
272,458  2.99 %129266,294  3.14 %202
Residential Bridge Loans (1)
24,222  3.79 %2829,869  3.93 %  28
Commercial Loans (1)
47,547  3.90 %2862,746  4.04 %  28
Securitized commercial loans (1)
32,803  2.76 %29116,087  3.93 %  49
Other securities53,244  3.15 %2856,762  3.23 %  34
Subtotal1,114,823  2.42 %512,453,151  2.44 %51
Long Term Borrowings:
Residential Whole Loans (1) (2)
285,409  2.67 %1004209,878  3.55 %1358
Commercial Loans (2)
153,549  2.73 %503161,848  3.88 %  590
Subtotal438,958  2.70 %829371,726  3.70 %1024
Repurchase agreements borrowings$1,553,781  2.50 %271$2,824,877  2.61 %179
Less unamortized debt issuance costs66  N/A  N/A76  N/A  N/A
Repurchase agreements borrowings, net$1,553,715  2.50 %271$2,824,801  2.61 %179

(1)Repurchase agreement borrowings on loans owned are through trust certificates.  The trust certificates are eliminated upon consolidation.
(2)Certain Residential Whole Loans and Commercial Loans were financed under two new longer term repurchase agreements. The Company entered into a $700.0 million residential and $200.0 million commercial facility. These facilities automatically roll until such time as they are terminated or until certain conditions of default. The weighted average remaining maturity days was calculated using expected weighted life of the underlying collateral.

   At March 31, 2020 and December 31, 2019, repurchase agreements collateralized by investments had the following remaining maturities:
 
(dollars in thousands)March 31, 2020December 31, 2019
1 to 29 days695,385  1,480,286  
30 to 59 days244,810  552,786  
60 to 89 days37,699  255,814  
Greater than or equal to 90 days575,887  535,991  
Total$1,553,781  $2,824,877  
At March 31, 2020, 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):
 March 31, 2020
CounterpartyAmount of  Collateral at Risk, at fair valueWeighted Average Remaining Maturity (days)Percentage of  Stockholders’  Equity
Credit Suisse AG, Cayman Islands Branch$143,835  78278.9 %
Barclays Capital Inc. 42,491  2423.3 %
Nomura Securities International, Inc. 31,848  2817.5 %
JP Morgan Securities LLC29,526  2316.2 %

Collateral for Borrowings under Repurchase Agreements

The following table summarizes the Company’s collateral positions, with respect to its borrowings under repurchase agreements at March 31, 2020 and December 31, 2019 (dollars in thousands):
 
 March 31, 2020December 31, 2019
 Assets PledgedAccrued Interest Assets Pledged and Accrued InterestAssets PledgedAccrued Interest Assets Pledged and Accrued Interest
Assets pledged for borrowings under repurchase agreements:   
Agency CMBS, at fair value$457,400  $1,036  $458,436  $1,400,230  $3,916  $1,404,146  
Agency RMBS, at fair value14,442  354  14,796  356,687  1,336  358,023  
Non-Agency CMBS, at fair value239,351  1,085  240,436  246,797  951  247,748  
Non-Agency RMBS, at fair value26,296  336  26,632  45,816  414  46,230  
Residential Whole Loans, at fair value(1)
576,769  4,732  581,501  529,495  3,704  533,199  
Residential Bridge Loans(1)
27,571  359  27,930  34,897  471  35,368  
Commercial Loans, at fair value(1)
320,308  1,723  322,031  350,213  1,855  352,068  
Securitized commercial loans, at fair value (1)
39,649  127  39,776  171,640  674  172,314  
Other securities, at fair value47,307  136  47,443  80,031  128  80,159  
Cash (2)
90,540  —  90,540  43,499  —  43,499  
Total$1,839,633  $9,888  $1,849,521  $3,259,305  $13,449  $3,272,754  

(1)Loans owned through trust certificates are pledged as collateral. The trust certificates are eliminated upon consolidation.
(2)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 March 31, 2020 and December 31, 2019, investments held by counterparties as security for repurchase agreements totaled approximately $1.7 billion and $3.2 billion, respectively. Cash collateral held by counterparties at March 31, 2020 and December 31, 2019 was approximately $90.5 million and $43.5 million, respectively.  Cash posted by repurchase agreement counterparties at March 31, 2020 and December 31, 2019, was approximately $8.6 million and $709 thousand, respectively.  In addition, at March 31, 2020 and December 31, 2019, the Company held securities with a fair value of $1.8 million and $0, respectively, received as collateral from its repurchase agreement counterparties to satisfy margin requirements.  The Company has the ability to repledge collateral received from its repurchase counterparties.

Convertible Senior Unsecured Notes

        At March 31, 2020, the Company had $205.0 million aggregate principal amount of 6.75% convertible senior unsecured notes outstanding through three issuances. Interest on the notes is paid semiannually. The 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 notes, plus accrued and unpaid interest, if the Company undergoes a fundamental change as specified in the agreement. The initial conversion rate was 83.1947 shares of common stock per $1,000 principal amount of notes and represented a conversion price of $12.02 per share of common stock. The notes mature on October 1, 2022, unless earlier converted, redeemed or repurchased by the holders pursuant to their terms, and are not redeemable by us except during the final three months prior to maturity. 
        
Securitized Debt

CMSC Trust 2015 - Longhouse MZ

CMSC Trust issued $25.0 million in commercial pass-through certificates. The outstanding principal balance of the trust certificates was $23.9 million at March 31, 2020, with a fair value of $23.8 million. The trust certificates bear a fixed interest rate of 8.9% and mature on July 6, 2020. The Company has chosen to make the fair value election pursuant to ASC 825 for the debt and accordingly the periodic change in fair value are recorded in current period earnings in the Consolidated Statements of Operations as a component of "Unrealized gain (loss), net."

The Company owns $13.4 million of the trust certificates which was eliminated in consolidation and the remaining $10.5 million is held by related parties and is carried at a fair value of $10.5 million and recorded in "Securitized debt, net" in the Consolidated Balance Sheets. The securitized debt of the CMSC Trust can only be settled with the commercial loan, with an outstanding principal balance of $23.9 million at March 31, 2020, that serves as collateral for the securitized debt and is non-recourse to the Company.

RETL 2019 Trust

The following table summarizes RETL 2019 Trust's commercial mortgage pass-through certificates at March 31, 2020 (dollars in thousands):
 
ClassesPrincipal BalanceCoupon Fair Value Contractual Maturity
Class A$64,835  1.9%$59,246  3/15/2021
Class B101,200  2.3%87,781  3/15/2021
Class C308,400  2.8%265,490  3/15/2021
Class HRR45,300  9.2%40,658  3/15/2021
Class X-CP(1)
N/A  2.8%130  4/15/2020
Class X-EXT(1)
N/A  N/A31  3/15/2021
$519,735  $453,336  

(1) Class X-CP and Class X-EXT are interest-only classes with an initial notional balance of $308.4 million each.

At March 31, 2020, the Company owned some of the class C certificates with a fair value $26.3 million and the entire class of HRR certificates principal, which are eliminated in consolidation and the remaining RETL debt with a fair value of $386.4 million is recorded in "Securitized debt, net" in the Consolidated Balance Sheets. Of the remaining outstanding principal balance of $443.9 million, excluding the interest-only debt securities, $49.6 million is owned by related parties and $394.2 million is owned by third parties. The securitized debt of the RETL 2019 Trust can only be settled with the commercial loan with an outstanding principal balance of approximately $519.7 million at March 31, 2020, 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 change in fair value are recorded in current period earnings in the Consolidated Statements of Operations as a component of "Unrealized gain (loss), net."

Arroyo Trust
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 cost 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 March 31, 2020 (dollars in thousands):
 
ClassesPrincipal BalanceCoupon Carrying ValueContractual Maturity
Offered Notes:
Class A-1$634,467  3.3%$634,464  4/25/2049
Class A-233,996  3.5%33,995  4/25/2049
Class A-353,859  3.8%53,857  4/25/2049
Class M-125,055  4.8%25,055  4/25/2049
Subtotal$747,377  $747,371  
Less: Unamortized Deferred Financing CostsN/A  5,074  
Total$747,377  $742,297  
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 are eliminated in the consolidation. The securitized debt of the Arroyo Trust can only be settled with the residential loans that serve as collateral for the securitized debt and is non-recourse to the Company. At March 31, 2020, Residential Whole Loans, with an outstanding principal balance of approximately $756.7 million, serve as collateral for the Arroyo Trust'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.