UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2016
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number: 001-35543
Western Asset Mortgage Capital Corporation
(Exact name of Registrant as specified in its charter)
Delaware |
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27-0298092 |
(State or other jurisdiction of |
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(IRS Employer |
Western Asset Mortgage Capital Corporation
385 East Colorado Boulevard
Pasadena, California 91101
(Address of Registrants principal executive offices)
(626) 844-9400
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (check one).
Large accelerated filer o |
Accelerated filer x |
Non-accelerated filer o |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934). Yes o No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practical date.
As of May 4, 2016, there were 41,919,801 shares, par value $0.01, of the registrants common stock issued and outstanding.
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Page |
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Part I FINANCIAL INFORMATION |
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2 | ||
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
45 | |
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83 | ||
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89 | ||
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90 | ||
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90 | ||
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90 | ||
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90 | ||
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90 | ||
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90 | ||
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91 | ||
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92 |
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
(in thousandsexcept share and per share data)
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March 31, 2016 |
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December 31, 2015 |
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Assets: |
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Cash and cash equivalents |
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$ |
22,440 |
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$ |
24,711 |
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Mortgage-backed securities and other securities, at fair value ($2,587,846 and $2,777,717 pledged as collateral, at fair value, respectively) |
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2,593,418 |
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2,851,127 |
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Residential Whole-Loans, at fair value ($201,267 and $218,538 pledged as collateral, at fair value, respectively) |
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201,267 |
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218,538 |
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Securitized commercial loan, at fair value |
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23,675 |
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25,000 |
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Receivable under reverse repurchase agreements |
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9,307 |
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Investment related receivable |
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21,509 |
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572 |
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Accrued interest receivable |
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24,494 |
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22,621 |
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Due from counterparties |
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280,471 |
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249,563 |
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Derivative assets, at fair value |
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100,161 |
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21,915 |
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Other assets |
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173 |
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382 |
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Total Assets (1) |
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$ |
3,276,915 |
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$ |
3,414,429 |
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Liabilities and Stockholders Equity: |
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Liabilities: |
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|
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Borrowings under repurchase agreements, net |
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$ |
2,403,129 |
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$ |
2,585,667 |
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Securitized debt, at fair value |
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10,417 |
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11,000 |
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Accrued interest payable |
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20,340 |
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20,431 |
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Investment related payables |
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18,044 |
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66,146 |
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Due to counterparties |
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21,608 |
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9,950 |
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Derivative liability, at fair value |
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322,387 |
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180,177 |
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Accounts payable and accrued expenses |
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1,971 |
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2,078 |
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Payable to related party |
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3,103 |
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3,019 |
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Dividend payable |
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18,864 |
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24,313 |
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Total Liabilities (2) |
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2,819,863 |
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2,902,781 |
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Commitments and contingencies |
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Stockholders Equity: |
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Common stock, $0.01 par value, 500,000,000 shares authorized, 41,919,801 shares issued and outstanding, respectively |
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419 |
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419 |
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Preferred stock, $0.01 par value, 100,000,000 shares authorized and no shares outstanding |
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Additional paid-in capital |
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763,869 |
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763,283 |
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Retained earnings (accumulated deficit) |
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(307,236 |
) |
(252,054 |
) | ||
Total Stockholders Equity |
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457,052 |
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511,648 |
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Total Liabilities and Stockholders Equity |
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$ |
3,276,915 |
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$ |
3,414,429 |
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See notes to unaudited consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Balance Sheets (Continued) (Unaudited)
(in thousandsexcept share and per share data)
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March 31, 2016 |
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December 31, 2015 |
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(1) Assets of consolidated VIEs included in the total assets above: |
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Residential Whole-Loans, at fair value ($201,267 and $218,538 pledged as collateral, at fair value, respectively) |
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$ |
201,267 |
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$ |
218,538 |
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Securitized commercial loan, at fair value |
|
23,675 |
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25,000 |
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Investment related receivable |
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3,200 |
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Accrued interest receivable |
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1,737 |
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1,836 |
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Total assets of consolidated VIEs |
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$ |
229,879 |
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$ |
245,374 |
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(2) Liabilities of consolidated VIEs included in the total liabilities above: |
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Securitized debt, at fair value |
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$ |
10,417 |
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$ |
11,000 |
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Accrued interest payable |
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85 |
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85 |
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Accounts payable and accrued expenses |
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2 |
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2 |
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Total liabilities of consolidated VIEs |
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$ |
10,504 |
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$ |
11,087 |
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See notes to unaudited consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(in thousandsexcept share and per share data)
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For the three months |
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For the three months |
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Net Interest Income: |
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Interest income |
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$ |
29,618 |
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$ |
40,806 |
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Interest expense |
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7,979 |
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6,402 |
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Net Interest Income |
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21,639 |
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34,404 |
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Other Income (Loss): |
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Realized gain (loss) on sale of investments, net |
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(6,055 |
) |
7,468 |
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Other than temporary impairment |
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(10,797 |
) |
(4,651 |
) | ||
Unrealized gain (loss), net |
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10,769 |
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28,410 |
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Gain (loss) on derivative instruments, net |
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(45,170 |
) |
(48,302 |
) | ||
Other, net |
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(332 |
) |
2,384 |
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Other Income (Loss), net |
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(51,585 |
) |
(14,691 |
) | ||
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Operating Expenses: |
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General and administrative (includes $572 and $679 non-cash stock based compensation, respectively) |
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3,605 |
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2,874 |
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Management fee related party |
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2,753 |
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2,693 |
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Total Operating Expenses |
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6,358 |
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5,567 |
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Net income (loss) available to Common Stock and participating securities |
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$ |
(36,304 |
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$ |
14,146 |
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Net income (loss) per Common Share Basic |
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$ |
(0.88 |
) |
$ |
0.34 |
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Net income (loss) per Common Share Diluted |
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$ |
(0.88 |
) |
$ |
0.34 |
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Dividends Declared per Share of Common Stock |
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$ |
0.45 |
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$ |
0.67 |
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See notes to unaudited consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders Equity (Unaudited)
(in thousandsexcept shares and share data)
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Common Stock |
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Additional Paid- |
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Retained |
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Shares |
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Par |
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In Capital |
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Deficit |
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Total |
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Balance at December 31, 2015 |
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41,919,801 |
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$ |
419 |
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$ |
763,283 |
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$ |
(252,054 |
) |
$ |
511,648 |
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Vesting of restricted stock |
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572 |
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572 |
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Net income |
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(36,304 |
) |
(36,304 |
) | ||||
Dividends declared on common stock |
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14 |
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(18,878 |
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(18,864 |
) | ||||
Balance at March 31, 2016 |
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41,919,801 |
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$ |
419 |
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$ |
763,869 |
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$ |
(307,236 |
) |
$ |
457,052 |
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See notes to unaudited consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
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For the three months |
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For the three months |
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Cash flows from operating activities: |
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Net income (loss) |
|
$ |
(36,304 |
) |
$ |
14,146 |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Premium amortization and (discount accretion) on investments, net |
|
895 |
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2,582 |
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Interest income earned added to principal of securities |
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(94 |
) |
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Amortization of deferred financing costs |
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134 |
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Restricted stock amortization expense |
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572 |
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679 |
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Premium amortization for MAC interest rate swaps |
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(164 |
) |
(371 |
) | ||
(Interest received) Interest payments and basis recovered on MAC interest rate swaps |
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(159 |
) |
246 |
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Premium on purchase of Residential Whole-Loans |
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(230 |
) | ||
Unrealized gain, net |
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(10,769 |
) |
(28,410 |
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Mark-to-market adjustments on derivative instruments |
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64,555 |
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56,037 |
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Other than temporary impairment |
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10,797 |
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4,651 |
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Realized (gain) loss on sale of securities, net |
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6,055 |
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(7,468 |
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Realized (gain) loss on sale of Interest-Only Strips accounted for as derivatives, net |
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(300 |
) |
2 |
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Realized gain on sale of TBAs, net |
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(7,739 |
) |
(7,448 |
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Realized (gain) loss on sale of swaptions, net |
|
712 |
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(713 |
) | ||
Realized gain on futures |
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(14,316 |
) |
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Realized (gain) loss on forward contracts |
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28 |
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(646 |
) | ||
Realized gain on options |
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(4,756 |
) |
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Realized gain on foreign currency swaps |
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(3,942 |
) |
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Realized gain on total return swaps |
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(8 |
) |
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(Gain) loss on foreign currency transactions, net |
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575 |
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(2,396 |
) | ||
Changes in operating assets and liabilities: |
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|
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|
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Increase in accrued interest receivable |
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(1,873 |
) |
(4,533 |
) | ||
Decrease in other assets |
|
209 |
|
155 |
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Decrease in accrued interest payable |
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(91 |
) |
(1,247 |
) | ||
Increase (decrease) in accounts payable and accrued expenses |
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(107 |
) |
841 |
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Increase in payable to related party |
|
84 |
|
178 |
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Net cash provided by operating activities |
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3,994 |
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26,055 |
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Cash flows from investing activities: |
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|
|
|
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Purchase of securities |
|
(1,059,720 |
) |
(334,429 |
) | ||
Proceeds from sale of securities |
|
1,166,621 |
|
536,869 |
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Principal payments and basis recovered on securities |
|
75,531 |
|
100,436 |
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Purchase of Residential Whole-Loans |
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|
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(10,230 |
) | ||
Principal payments on Residential Whole-Loans |
|
14,021 |
|
20 |
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Purchase of Commercial Whole-Loans |
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|
|
(8,750 |
) | ||
Payment of premium for option derivatives |
|
(17,951 |
) |
|
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Premium received from option derivatives |
|
22,707 |
|
|
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Net settlements of TBAs |
|
7,624 |
|
9,629 |
| ||
Proceeds from termination of futures |
|
14,316 |
|
|
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Proceeds from sale of interest rate swaptions |
|
2,075 |
|
17,768 |
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Premium for MAC interest rate swaps |
|
465 |
|
|
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(Interest received) Interest payments and basis recovered on MAC interest rate swaps |
|
159 |
|
(32 |
) | ||
Due from counterparties |
|
(9,719 |
) |
|
| ||
Payment on termination of foreign currency swaps |
|
3,942 |
|
|
| ||
Payments on total return swaps |
|
8 |
|
|
| ||
Payments made on reverse repurchase agreements |
|
(9,307 |
) |
(65,674 |
) | ||
Premium for interest rate swaptions, net |
|
|
|
(19,215 |
) | ||
Net cash provided by investing activities |
|
210,772 |
|
226,392 |
| ||
|
|
|
|
|
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Cash flows from financing activities: |
|
|
|
|
| ||
Proceeds from repurchase agreement borrowings |
|
3,775,760 |
|
5,074,942 |
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Repayments of repurchase agreement borrowings |
|
(3,959,010 |
) |
(5,331,410 |
) | ||
Proceeds from forward contracts |
|
30,876 |
|
71,417 |
| ||
Repayments of forward contracts |
|
(30,904 |
) |
(70,771 |
) | ||
Interest payments and basis recovered on MAC interest rate swaps containing an other-than-insignificant financing element |
|
|
|
(214 |
) | ||
Due from counterparties, net |
|
(21,189 |
) |
(51,435 |
) | ||
Due to counterparties, net |
|
11,658 |
|
62,373 |
| ||
Dividends paid on common stock |
|
(24,313 |
) |
(29,204 |
) | ||
Net cash used in financing activities |
|
(217,122 |
) |
(274,302 |
) | ||
|
|
|
|
|
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Effect of exchange rate changes on cash and cash equivalents |
|
85 |
|
115 |
| ||
|
|
|
|
|
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Net decrease in cash and cash equivalents |
|
(2,271 |
) |
(21,740 |
) | ||
Cash and cash equivalents beginning of period |
|
24,711 |
|
47,222 |
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Cash and cash equivalents end of period |
|
$ |
22,440 |
|
$ |
25,482 |
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|
|
|
|
|
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Supplemental disclosure of operating cash flow information: |
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|
|
|
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Interest paid |
|
$ |
7,626 |
|
$ |
6,560 |
|
Supplemental disclosure of non-cash financing/investing activities: |
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|
|
|
| ||
Principal payments of securities, not settled |
|
$ |
|
|
$ |
290 |
|
Securities sold, not settled |
|
$ |
151 |
|
$ |
|
|
Net unsettled TBAs |
|
$ |
115 |
|
$ |
4 |
|
Principal payments of Residential Whole-Loans, not settled |
|
$ |
3,200 |
|
$ |
|
|
Dividends and distributions declared, not paid |
|
$ |
18,864 |
|
$ |
28,086 |
|
See notes to unaudited consolidated financial statements.
Western Asset Mortgage Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(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 Residential Whole-Loans and Commercial Whole-Loans (collectively Whole-Loans) refer to individual mortgage loans secured by single family and commercial properties, respectively.
Note 1 Organization
Western Asset Mortgage Capital Corporation and subsidiaries (the Company) is a Delaware corporation commencing operations in May 2012 focusing on investing in, financing and managing a diversified portfolio of real estate related securities, whole-loans and other financial assets. The Companys portfolio is comprised of Agency RMBS (including TBAs as defined herein), Non-Agency RMBS, Agency and Non-Agency CMBS and Whole-Loans. In addition, and to a significantly lesser extent, the Company has invested in other securities including certain Agency obligations that are not technically MBS as well as certain Non U.S. CMBS and in asset-backed securities (ABS) investments secured by a portfolio of private student loans. The Companys investment strategy is based on Western Asset Management Companys (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 Manager will vary the allocation among various asset classes subject to maintaining the Companys qualification as a REIT and maintaining its exemption from the Investment Company Act of 1940 (the 1940 Act). These restrictions limit the Companys ability to invest in non-qualifying MBS, non-real estate assets and/or assets which are not secured by real estate. Accordingly, the Companys portfolio will continue to be principally invested in qualifying MBS 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 Legg Mason, Inc. 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.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) 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.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. The Company also consolidated two variable interest entities (VIE) where it was primary beneficiary. Refer to Note 5 - Variable Interest Entities for additional information regarding the impact of consolidation of theses VIEs. All intercompany amounts between the Company and its subsidiary and consolidated VIEs have been eliminated in consolidation.
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 entitys activities or are not exposed to the entitys 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 VIEs 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 VIEs 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 VIEs 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 is 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 that the Company applies 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 VIEs capital structure; and the reasons why the interests are held by the Company.
In instances when a VIE is owned by both the Company and related parties, 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 does as a whole meets these two criteria, the determination of primary beneficiary within the related party group is based upon an analysis of the facts and circumstances with the objective of determining which party is most closely associated with the VIE. Determining the primary beneficiary within the related party group requires significant judgement.
In instances when the Company is required to consolidate a VIE that is determined to be a qualifying collateralized financing entity, under GAAP, the Company will measure both the financial assets and financial liabilities of the VIE using the fair value of either the VIEs financial assets or financial liabilities, whichever is more observable.
Ongoing assessments of whether an enterprise is the primary beneficiary of a VIE are required.
In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary have been made to present fairly the Companys financial position, results of operations and cash flows. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with Article 10 of Regulation S-X and the instructions to Form 10-Q. These consolidated financial statements should be read in conjunction with the Companys annual report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (SEC) on March 11, 2016. The results of operations for the period ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year or any future period.
The Company currently operates as one business segment.
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.
Fair Value Election
The Company has elected the fair value option for all of its investments and its securitized debt, which permits the Company to measure these financial instruments at fair value with the change in fair value included as a component of earnings. In the Managers view, this election more appropriately reflects the results of the Companys operations for a particular reporting period, as financial asset fair value changes are presented in a manner consistent with the presentation and timing of the fair value changes of economic hedging instruments.
Mortgage-Backed Securities and Other Securities
The Companys purchases and sales of mortgage-backed securities and other securities are recorded on the trade date, which results in an investment related payable (receivable) for MBS and other securities purchased (sold) for which settlement has not taken place as of the balance sheet date. In addition, the Companys TBAs (as defined herein) which have matured but have not settled as of the balance sheet date result in an investment related payable (receivable). The Companys MBS and other securities are pledged as collateral against borrowings under repurchase agreements. The Companys MBS and other securities are included in Mortgage-backed securities and other securities at fair value and Investment related receivables in the Consolidated Balance Sheets, with the fair value of such MBS and other securities pledged disclosed parenthetically.
Residential and Commercial Loans
The Company records its purchases of residential and commercial loans on settlement date as the amount paid to the seller plus any fees paid or less any fees received. All other costs incurred in connection with acquiring residential and commercial loans or committing to purchase residential and commercial loans are charged to expense as incurred. The Company amortizes or accretes any premium or discount over the life of the related loan utilizing the effective interest method, based on the contractual payment terms of the loan. On at least 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. When a loan is impaired, the Company does not record an allowance for loan loss as the Company has elected the fair value option. However, 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 to be resumed. A loan is written off when it is no longer realizable and/or legally discharged.
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). In accordance with GAAP, the Company is required to provide enhanced disclosures regarding instruments in the Level III category (which require significant management judgment), including a separate reconciliation of the beginning and ending balances for each major category of assets and liabilities. GAAP establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. GAAP 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.
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 Managers pricing group, which functions independently from its portfolio management personnel, corroborates the third party broker quote by comparing the broker price to alternate sources or using internal valuation techniques. If independent pricing service, 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 prepayment and credit losses.
Fair value under GAAP represents an exit price in the normal course of business, not a forced liquidation price. If the Company is forced to sell assets in a short period to meet liquidity needs, the prices it receives can be substantially less than their recorded fair values.
The Company performs quarterly reviews of the independent third party pricing data which may consist of a review of the daily change in the prices provided by the independent pricing vendor that exceed established tolerances or comparisons to executed transaction prices, utilizing its Managers pricing group. The Managers pricing group corroborates 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 Managers 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.
Interest income recognition and Impairment
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. Premiums and discounts associated with Agency MBS, Non-Agency MBS and other securities, excluding Interest-Only Strips, rated AA and higher at the time of purchase, are amortized into interest income over the estimated life of such securities using the effective yield method. 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 prepayments increase (or are expected to increase), the Company will accelerate the rate of amortization on premiums or discounts and make a retrospective adjustment to historical amortization. Alternatively, if prepayments decrease (or are expected to decrease), the Company will reduce the rate of amortization on the premiums or discounts and make a retrospective adjustment to historical amortization.
The Company assesses its Agency MBS, Non-Agency MBS and other securities, excluding Interest-Only Strips, rated AA and higher at the time of purchase, for other-than-temporary impairment (OTTI) on at least a quarterly basis. The determination of whether a security is other than temporarily impaired involves judgement and assumptions based on subjective and objective factors. When the fair value of an investment is less than its amortized cost at the balance sheet date, during a reporting period, the security is considered impaired and the impairment is designated as either temporary or other-than-temporary. In deciding on whether or not a security is other-than-temporarily impaired, the Company considers several factors, including the nature of the investment, communications (if any) from the trustee of securitization regarding the credit quality of the security, the severity and duration of the impairment and the cause of the impairment. When a security is impaired an OTTI is considered to have occurred if there is an adverse change in the expected cash flows (principal or interest) to be received and the fair value of the security is less than its carrying amount and either the Company intends to sell the security or it is more likely than not the Company will be required to sell the security before recovery of its amortized cost. In determining whether an adverse change in cash flows occurred, the present value of the remaining cash flows, as estimated at the initial transaction date (or the last date previously revised), is compared to the present value of the expected cash flows at the current reporting date. The estimated cash flows reflect those a market participant would use and are discounted at a rate equal to the current yield used to accrete interest income. The OTTI is recorded in the Companys Consolidated Statement of Operations.
The determination as to whether OTTI exists is subjective given that such determination is based on information available at the time of assessment as well as the Companys estimates of the future performance and cash flow projections on the security. As a result, the timing and amount of an OTTI constitutes an accounting estimate that may change materially over time.
Finally, certain of the Companys MBS and other securities that are in an unrealized loss position at the end of the reporting period are not considered other-than-temporarily impaired because the Company has the ability and intent to hold the securities to maturity or for a period of time sufficient for a price recovery up to or above the amortized cost of the investment and the Company is not required to sell the security for regulatory or other reasons.
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 recognized based on 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 Companys 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. Where appropriate, the Company may include in its cash flow projections the U.S Department of Justices settlements with the major residential mortgage originators, regarding certain lending practices. 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.
Based on the projected cash flow of such securities purchased at a discount to par value, the Company may designate a portion of such purchase discount as credit protection against future credit losses and, therefore, not accrete such amount into interest income. The amount designated as credit discount may be adjusted over time, based on the actual performance of the security, its underlying collateral, actual and projected cash flow from such collateral, economic conditions and other factors. If the performance of a security with a credit discount is more favorable than forecasted, a portion of the amount designated as credit discount may be accreted into interest income prospectively.
In addition, an OTTI is deemed to have occurred when there is an adverse change in the expected cash flows (principal or interest) to be received and the fair value of the security is less than its carrying amount. In determining whether an adverse change in cash flows occurred, the present value of the remaining cash flows, as estimated at the initial transaction date (or the last date previously revised), is compared to the present value of the expected cash flows at the current reporting date. The estimated cash flows reflect those a market participant would use and are discounted at a rate equal to the current yield used to accrete interest income. The OTTI is recorded in the Companys Consolidated Statements of Operations as Other than temporary impairment.
Securities denominated in a foreign currency contain additional risk in that the amortized cost basis for those securities may not be recovered due to declines in currency exchange rates. The Company considers the length of time that the securitys fair value has declined due to the decline in foreign exchange rates, when assessing other-than temporary impairment.
The determination as to whether OTTI exists is subjective given that such determination is based on information available at the time of assessment as well as the Companys estimates of the future performance and cash flow projections on the security. As a result, the timing and amount of an OTTI constitutes an accounting estimate that may change materially over time.
Finally, certain of the Companys MBS and other securities that are in an unrealized loss position at the end of the reporting period are not be considered other-than-temporarily impaired because the Company has the ability and intent to hold the securities to maturity or for a period of time sufficient for a price recovery up to or above the amortized cost of the investment and the Company is not required to sell the security for regulatory or other reasons.
Sales of Investments
Sales of investments are driven by the Companys 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 assets the Companys 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 included in the net Realized gain (loss) on sale of investments, net in the Consolidated Statements of Operations, and are recorded at the time of disposition. Realized gains losses on Interest-Only Strips which are characterized as derivatives are included in Gain (loss) on derivative instruments, net line item in the Consolidated Statements of Operations. The cost of positions sold is calculated using the specific identification method.
Investments in an unrealized loss position at the end of each reporting period are evaluated by the Companys Manager to determine whether the Company has the intent to sell such investments. To the extent the Company has no intent as of the end of such reporting period to sell such investments and it is more likely than not that the Company will not be required to sell the investment before recovery of its amortized cost basis, such unrealized loss is included in Unrealized gain (loss), net in the Consolidated Statements of Operations. Otherwise, when the Company has determined its intent to sell such securities, the unrealized loss is characterized as a realized loss and included in Other than temporary impairment in the Consolidated Statements of Operations. The Company has no intent to sell any of its investments in an unrealized loss position at March 31, 2016.
Foreign currency transactions
The Company has and expects to continue to enter into transactions denominated in foreign currency from time to time. At the date the transaction is recognized, the asset and/or liability will be measured and recorded using the exchange rate in effect at the date of the transaction. At each balance sheet date, such foreign currency assets and liabilities are re-measured using the exchange rate in effect at the date of the balance sheet, resulting in unrealized foreign currency gains or losses. Unrealized foreign currency gains or losses on MBS and other assets are recorded in Unrealized gain (loss), net in the Consolidated Statement of Operations. In addition, the Company evaluates whether an other-than-temporary impairment is deemed to have occurred on MBS and other assets denominated in a foreign currency. Cash flows from MBS and other assets denominated in foreign currencies are received in a foreign currency, and as a result, the Company may incur a loss due to changes in foreign exchange rates even when all contractual cash flows are received. These adjustments are reflected in the Consolidated Statements of Operations as Other than temporary impairment. Unrealized and realized foreign currency gains or losses on borrowings under repurchase agreements are recorded in Other, net in the Consolidated Statement of Operations. Interest income from investments denominated in a foreign currency and interest expense on borrowings denominated in a foreign currency are recorded at the average rate of exchange during the period.
Due from counterparties/Due to counterparties
Due from counterparties represents cash posted by the Company with its counterparties as collateral for the Companys interest rate and/or currency derivative financial instruments, repurchase agreements, and TBAs. Due to counterparties represents cash posted with the Company by its counterparties as collateral under the Companys interest rate and/or currency derivative financial instruments, repurchase agreements, and TBAs. Included in the 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 Companys futures contracts. 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 Companys 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 utilizes derivative financial instruments, including interest rate swaps, interest rate swaptions, mortgage put options, currency forwards, futures contracts, TBAs and Agency and Non-Agency Interest-Only Strips 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 has also entered into a total return swap, which transfer the total return of a referenced security to the Company. 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. If the Companys 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 (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.
In the Companys Consolidated Statements of Cash Flows, premiums received or paid on termination of its interest rate swaps, excluding interest rate swaps containing an other-than-insignificant financing element and the unamortized premium of market agreed coupon (MAC) interest rate swaps, are included in cash flows from operating activities. Notwithstanding the foregoing, proceeds and payments on settlement of swaptions, mortgage put options, 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 Companys Consolidated Statement of Cash Flows. While payments made at the time of entering MAC interest rate swaps are included in cash flows from investing activities, payments received by the Company upon entering MAC interest rate swaps are included in either cash flows from investing activities or cash flows financing activities, depending on whether or not the derivative instrument includes an other-than-insignificant financing element. For MAC interest rate swaps containing an other-than-insignificant financing element, all cash flows over the life of the derivative are treated as cash flows from financing activities. Return and recovery of basis activity for MAC interest rate swaps is included in cash flows from investing activities for swaps not containing an other-than-insignificant financing element in the Companys Consolidated Statement 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 Companys Consolidated Statement 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, total return swaps 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 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 a 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. Accordingly, Agency and Non-Agency Interest-Only Strips, interest rate swaptions, currency forwards, futures contracts, total return swaps and TBAs having the characteristics of derivatives are accounted for at fair value with such changes recognized in Gain (loss) on derivative instruments, net in its Consolidated Statements of Operations, along with any interest earned or paid (including accrued amounts). The carrying value of the Agency and Non-Agency Interest-Only Strips, accounted for as derivatives, is included in Mortgage-backed securities in the Consolidated Balance Sheets. The carrying value of interest rate swaptions, currency forwards, futures contracts, total return swaps and TBAs is included in Derivative assets or Derivative liabilities in the Consolidated Balance Sheets.
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 the Gain (loss) on derivative instruments, net in the Consolidated Statements of Operations.
Repurchase agreements and Reverse Repurchase agreements
Mortgage-backed securities and other securities sold under repurchase agreements are treated as collateralized financing transactions, unless they meet sales treatment. Securities financed through a repurchase agreement remain on the Companys Consolidated Balance Sheets as assets and cash received from the lender is recorded in the Companys 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 was recorded as interest expense. The Company reflects all proceeds from repurchase agreement borrowings and repayment of repurchase agreement borrowings, including transactions pertaining to collateral received with respect to certain swap transactions, on a gross basis in the Consolidated Statements of Cash Flows.
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 Managers view terminating the outstanding repurchase agreement is not in the Companys interest. Cash paid to the borrower is recorded in the Companys 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 Counterparty. 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 in Realized gain (loss) on sale of investments, net in the Consolidated Statement of Cash Flows.
Securitized debt
Securitized debt was issued at par by a consolidated securitization trust. The Company elected the fair value option for the debt and as a result all changes in fair value are reflected in Unrealized gain (loss), net in the Consolidated Statement of Operations.
Share-based compensation
The Company accounts for share-based compensation to its independent directors, to any employee, to its Manager and to employees of its Manager and its affiliates using the fair value based methodology prescribed by GAAP. Compensation cost related to restricted common stock issued to the Companys independent directors including any such restricted stock which is subject to a deferred compensation program, and any employee of the Company 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 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 and re-measured on subsequent dates to the extent the awards are unvested.
Warrants
For the Companys warrants, the Company uses a variation of the adjusted Black-Scholes option valuation model to record the financial instruments at their relative fair values at issuance. The warrants issued with the Companys common stock in the private placement to certain accredited institutional investors on May 15, 2012, were evaluated by the Company and were recorded at their relative fair value as a component of equity at the date of issuance.
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 on the Companys results of operations and amounts available for distribution to stockholders.
The dividends paid deduction for qualifying dividends paid to stockholders is computed using the Companys taxable income as opposed to net income reported in the consolidated financial statements. Taxable income, generally, will differ from net income reported in the consolidated financial statements because the determination of taxable income is based on tax regulations and not GAAP.
The Company has elected to treat a wholly-owned subsidiary as a domestic Taxable REIT Subsidiary (TRS) and in the future may create and elect other subsidiaries as either a domestic or foreign 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 may not exceed 25% of the value of the Company. While a TRS may generate net income, a TRS can declare dividends to the Company, which will be included in the Companys 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.
The Company evaluates uncertain tax positions, if any, and classifies interest and penalties, if any, related to unrecognized tax benefits, if any, as a component of the provision for income taxes. In addition, the Company evaluates the performance of the TRS each period to determine the need for a provision for income taxes.
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.
Earnings per share
GAAP requires use of the two-class method of 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 Companys 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 shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all 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.
Comprehensive Income (Loss)
The Company has none of the components of comprehensive income (loss) and therefore comprehensive income (loss) is not presented.
Accounting standards applicable to emerging growth companies
The JOBS Act contains provisions that relax certain requirements for emerging growth companies, which includes the Company. For as long as the Company is an emerging growth company, which may be up to five full fiscal years, unlike other public companies, the Company will not be required to: (i) comply with any new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies under Section 102(b)(1) of the JOBS Act; (ii) provide an auditors attestation report on managements assessment of the effectiveness of the Companys system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (iii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditors report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. The Company currently takes advantage of some of these exemptions. The Companys qualification for remaining an emerging growth company under the five full fiscal years expires on December 31, 2017. However, the Company will no longer qualify for such exemption if its gross revenues for any year equals or exceeds $1.0 billion, the Company issues more than $1.0 billion in non-convertible debt during the three previous years, or if the Company is deemed to be a large accelerated filer.
Recent accounting pronouncements
Accounting Standards Adopted in 2016
In January 2015, the FASB issued guidance to simplify income statement presentation by eliminating the concept of extraordinary items. U.S. GAAP currently requires that a company separately classify, disclose and present extraordinary events and transactions. The guidance eliminates the concept of extraordinary items from U.S. GAAP. Under the existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is of an unusual nature and occurs infrequently. This separate, net-of-tax presentation (and corresponding earnings per share impact) will no longer be allowed. The existing requirement to separately present items that are of an unusual nature or occur infrequently on a pre-tax basis within income from continuing operations has been retained. The new guidance also requires similar separate presentation of items that are both unusual and infrequent. The standard is effective for periods beginning after December 15, 2015. The effective date is the same for both public companies and all other entities. The 2016 adoption of the new guidance did not have a material impact on the Companys consolidated financial statements.
In February 2015, the FASB issued guidance to simplify and reduce the number of consolidation models through the elimination of an indefinite deferral for certain entities and by placing more emphasis on risk of loss when determining a controlling financial interest. The guidance affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The standard is effective for a public company for fiscal years, and for interim periods within fiscal years beginning after December 15, 2015. The 2016 adoption of the new guidance did not have a material impact on the Companys consolidated financial statements.
In April 2015, the FASB issued guidance to amend the presentation of debt issuance cost related to a recognized debt liability. Under the new guidance, the debt issuance costs were presented in the balance sheet as a direct deduction from the carrying amount of the recognized debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected under the new guidance. The standard is effective for a public company for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The guidance should be applied on a retrospective basis. The Companys December 31, 2015 balance sheet was adjusted to reflect the effects of applying the new guidance on a retrospective basis and resulted in a $134 thousand reduction in Borrowings under repurchase agreements and a corresponding reduction in Other assets. Upon adoption, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The 2016 adoption of the new guidance did not have a material impact on the Companys consolidated financial statements.
Accounting Standards to be Adopted in Future Periods
In May 2014, the Financial Accounting Standards Board issued guidance that changes an entitys recognition of revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new guidance requires improved disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In applying the new guidance, an entity may use either a retrospective approach to each prior reporting period or a retrospective approach with the cumulative effect recognized at the date of initial application. For a public company, the standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is not permitted for a public entity. The new guidance is not expected to have a material impact on the Companys consolidated financial statements.
In August 2014, the Financial Accounting Standards Board issued guidance that will require an entitys management to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. According to the new guidance, substantial doubt exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date the financial statements are issued. The term probable is used consistently with its current use in U.S. GAAP for loss contingencies. Disclosures will be required if conditions give rise to substantial doubt about the entitys ability to continue as a going concern, including whether managements plans that are intended to mitigate those conditions will alleviate the substantial doubt when implemented. The guidance is effective for annual periods ending after December 15, 2016. The effective date is the same for both public companies and all other entities. Early application is permitted. The Companys first assessment under the new guidance will be completed for the year ending December 31, 2016.
In January 2016, the FASB issued guidance to improve certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The standard is effective for a public company for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years. Early adoption by public companies for fiscal years or interim periods that have not yet been issued or, by all other entities, that have not yet been made available for issuance of this guidance are permitted as of the beginning of the fiscal year of adoption, under certain restrictions. The Company should apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The guidance related to equity securities without readily determinable fair values should be applied prospectively to equity investments that exist at the date of adoption. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements when adopted.
In March 2016, the Financial Accounting Standards Board issued guidance that changes the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employees shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. For a public company, the standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted in any interim or annual period. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements when adopted.
Note 3 Fair Value of Financial Instruments
The following tables present the Companys financial instruments carried at fair value as of March 31, 2016 and December 31, 2015, based upon the valuation hierarchy (dollars in thousands):
|
|
March 31, 2016 |
| ||||||||||
|
|
Fair Value |
| ||||||||||
|
|
Level I |
|
Level II |
|
Level III |
|
Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Agency RMBS: |
|
|
|
|
|
|
|
|
| ||||
20-Year mortgage |
|
$ |
|
|
$ |
592,573 |
|
$ |
|
|
$ |
592,573 |
|
30-Year mortgage |
|
|
|
1,008,436 |
|
|
|
1,008,436 |
| ||||
Agency RMBS Interest-Only Strips |
|
|
|
32,671 |
|
|
|
32,671 |
| ||||
Agency and Non-Agency Interest-Only Strips accounted for as derivatives, included in MBS |
|
|
|
45,013 |
|
3,982 |
|
48,995 |
| ||||
Non-Agency RMBS |
|
|
|
272,282 |
|
166,558 |
|
438,840 |
| ||||
Agency and Non-Agency CMBS |
|
|
|
391,822 |
|
32,082 |
|
423,904 |
| ||||
Other securities |
|
|
|
17,615 |
|
30,384 |
|
47,999 |
| ||||
Subtotal |
|
|
|
2,360,412 |
|
233,006 |
|
2,593,418 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Residential Whole-Loans |
|
|
|
|
|
201,267 |
|
201,267 |
| ||||
Securitized commercial loan |
|
|
|
|
|
23,675 |
|
23,675 |
| ||||
Subtotal |
|
|
|
|
|
224,942 |
|
224,942 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Derivative assets |
|
|
|
100,161 |
|
|
|
100,161 |
| ||||
Total |
|
$ |
|
|
$ |
2,460,573 |
|
$ |
457,948 |
|
$ |
2,918,521 |
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities |
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
|
$ |
1,794 |
|
$ |
319,727 |
|
$ |
866 |
|
$ |
322,387 |
|
Securitized debt |
|
|
|
|
|
10,417 |
|
10,417 |
| ||||
Total |
|
$ |
1,794 |
|
$ |
319,727 |
|
$ |
11,283 |
|
$ |
332,804 |
|
|
|
December 31, 2015 |
| ||||||||||
|
|
Fair Value |
| ||||||||||
|
|
Level I |
|
Level II |
|
Level III |
|
Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Agency RMBS: |
|
|
|
|
|
|
|
|
| ||||
20-Year mortgage |
|
$ |
|
|
$ |
687,272 |
|
$ |
|
|
$ |
687,272 |
|
30-Year mortgage |
|
|
|
926,459 |
|
|
|
926,459 |
| ||||
Agency RMBS Interest-Only Strips |
|
|
|
71,954 |
|
|
|
71,954 |
| ||||
Agency and Non-Agency Interest-Only Strips accounted for as derivatives, included in MBS |
|
|
|
56,431 |
|
3,556 |
|
59,987 |
| ||||
Non-Agency RMBS |
|
|
|
278,885 |
|
247,753 |
|
526,638 |
| ||||
Agency and Non-Agency CMBS |
|
|
|
334,687 |
|
143,031 |
|
477,718 |
| ||||
Other securities |
|
|
|
29,103 |
|
71,996 |
|
101,099 |
| ||||
Subtotal |
|
|
|
2,384,791 |
|
466,336 |
|
2,851,127 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Residential Whole-Loans |
|
|
|
|
|
218,538 |
|
218,538 |
| ||||
Securitized commercial loan |
|
|
|
|
|
25,000 |
|
25,000 |
| ||||
Subtotal |
|
|
|
|
|
243,538 |
|
243,538 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Derivative assets |
|
63 |
|
21,852 |
|
|
|
21,915 |
| ||||
Total |
|
$ |
63 |
|
$ |
2,406,643 |
|
$ |
709,874 |
|
$ |
3,116,580 |
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities |
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
|
$ |
698 |
|
$ |
179,479 |
|
$ |
|
|
$ |
180,177 |
|
Securitized debt |
|
|
|
|
|
11,000 |
|
11,000 |
| ||||
Total |
|
$ |
698 |
|
$ |
179,479 |
|
$ |
11,000 |
|
$ |
191,177 |
|
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 Managers pricing group, which functions independently from its portfolio management personnel, corroborates the third party broker quote by comparing the broker price to alternate sources or using internal valuation techniques. If independent pricing service, 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.
Mortgage-backed securities and other securities
In determining the proper fair value hierarchy or level, all securities are initially classified in Level III. The Company further determined, given the amount of available observable market data, Agency RMBS should be classified in Level II. For 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 Managers determines it has sufficient observable market data and the security will be categorized as a Level II.
Values for the Companys securities are based upon prices obtained from independent third party pricing services. The valuation methodology of the third party pricing services incorporates a commonly used market pricing method. 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 brokers quote which is validated by the Managers pricing group.
Residential and Commercial Loans
Values for the Companys residential and commercial loans are based upon prices obtained from an independent third party pricing service that specializes in residential and commercial loans, utilizing a trade based valuation model. Their valuation methodology incorporates commonly used market pricing methods, including loan to value (LTV), debt to income, maturity, interest rates, collateral location, and unpaid principal balance, prepayment penalties, FICO scores, lien position and times late. Due to the inherent uncertainty of such valuation, the fair values established for residential and commercial loans held by the Company may differ from the fair values that would have been established if a ready market existed for these loans. Accordingly, the Companys loans are classified as Level III in the fair value hierarchy.
Securitized commercial loan and securitized debt
Values for the Companys securitized commercial loan and securitized debt is based on the fair value that is more observable. Since there is an extremely limited market for the securitized commercial loan, the Company determined the fair value of the securitized debt was more observable. The fair value of the securitized debt was based upon a third party broker quote, which is validated by the Managers pricing group. Due to the inherent uncertainty of such valuation the Company classifies its securitized commercial loan and securitized debt as Level III.
Derivatives
Values for the Company derivatives are based upon prices from third party pricing services, whose pricing is subject to review by the Managers 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. The majority of the Companys interest rate swaps are cleared through a central clearing house and subject to the clearing house margin requirements. The Companys agreements with its derivative counterparties also contain netting provisions; however the Company has elected to report its interest rate swaps and swaptions and currency swaps and forwards on a gross basis. No credit valuation adjustment was made in determining the fair value of interest rate and/or currency derivatives for the periods ended March 31, 2016 and December 31, 2015.
The Company performs quarterly reviews of the independent third party pricing data. These reviews may consist of a 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 Managers pricing group. The Managers pricing group, which functions independently from its portfolio management personnel, corroborates 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 Managers 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 additional information about the Companys 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, 2016 |
| |||||||
$ in thousands |
|
Mortgage-backed |
|
Residential |
|
Securitized |
| |||
Beginning balance |
|
$ |
466,336 |
|
$ |
218,538 |
|
$ |
25,000 |
|
Transfers into Level III from Level II |
|
|
|
|
|
|
| |||
Transfers from Level III into Level II |
|
(158,566 |
) |
|
|
|
| |||
Purchases |
|
94 |
|
|
|
|
| |||
Sales and settlements |
|
(68,910 |
) |
|
|
|
| |||
Principal repayments |
|
(4,021 |
) |
(17,221 |
) |
|
| |||
Total net gains / (losses) included in net income |
|
|
|
|
|
|
| |||
Realized gains/(losses), net |
|
(6,191 |
) |
|
|
|
| |||
Other than temporary impairment |
|
(4,063 |
) |
|
|
|
| |||
Unrealized gains/(losses), net(1) |
|
10,719 |
|
547 |
|
(1,325 |
) | |||
Premium and discount amortization, net |
|
(2,392 |
) |
(597 |
) |
|
| |||
Ending balance |
|
$ |
233,006 |
|
$ |
201,267 |
|
$ |
23,675 |
|
(1) For Mortgage-backed securities and other securities, Residential Whole-Loans and Securitized commercial loans classified as Level III at March 31, 2016, the Company recorded gross unrealized gains of approximately $17.1 million, $790 thousand and $0 and gross unrealized losses of approximately $2.6 million, $24 thousand and $1.3 million, respectively. These gains and losses are included in Unrealized gain (loss), net on the Consolidated Statements of Operations.
|
|
Three months ended March 31, 2016 |
| ||||
$ in thousands |
|
Derivative |
|
Securitized |
| ||
Beginning balance |
|
$ |
|
|
$ |
11,000 |
|
Transfers into Level III from Level II |
|
|
|
|
| ||
Transfers from Level III into Level II |
|
|
|
|
| ||
Purchases |
|
|
|
|
| ||
Sales and settlements |
|
|
|
|
| ||
Principal repayments |
|
|
|
|
| ||
Total net gains / (losses) included in net income |
|
|
|
|
| ||
Realized gains/(losses), net |
|
|
|
|
| ||
Other than temporary impairment |
|
|
|
|
| ||
Unrealized (gains)/losses, net(1) |
|
866 |
|
(583 |
) | ||
Premium and discount amortization, net |
|
|
|
|
| ||
Ending balance |
|
$ |
866 |
|
$ |
10,417 |
|
(1) For Derivative liability and Securitized debt classified as Level III at March 31, 2016, the Company recorded gross unrealized gains of $0 and approximately $583 thousand and gross unrealized losses of approximately $866 thousand and $0, respectively. These gains and losses are included in Gain (loss) on derivative instruments, net and Unrealized gain (loss), net in the Consolidated Statements of Operations, respectively.
|
|
Three months ended March 31, 2015 |
| ||||||||||
$ in thousands |
|
Mortgage-backed |
|
Residential |
|
Commercial |
|
Linked |
| ||||
Beginning balance |
|
$ |
291,407 |
|
$ |
7,220 |
|
$ |
|
|
$ |
20,627 |
|
Fair value of securities previously accounted for as linked transactions(1) |
|
52,484 |
|
|
|
|
|
|
| ||||
Fair value of financial instruments previously accounted for as linked transactions(1) |
|
|
|
|
|
|
|
(20,627 |
) | ||||
Transfers into Level III from Level II |
|
5,357 |
|
|
|
|
|
|
| ||||
Transfers from Level III into Level II |
|
|
|
|
|
|
|
|
| ||||
Purchases |
|
101,710 |
|
10,460 |
|
8,750 |
|
|
| ||||
Sales and settlements |
|
(49,724 |
) |
|
|
|
|
|
| ||||
Principal repayments |
|
(2,345 |
) |
(20 |
) |
|
|
|
| ||||
Total net gains / (losses) included in net income |
|
|
|
|
|
|
|
|
| ||||
Realized gains/(losses), net |
|
4,470 |
|
|
|
|
|
|
| ||||
Other than temporary impairment |
|
(1,194 |
) |
|
|
|
|
|
| ||||
Unrealized gains/(losses), net(2) |
|
130 |
|
246 |
|
150 |
|
|
| ||||
Premium and discount amortization, net |
|
(3,414 |
) |
(46 |
) |
|
|
|
| ||||
Ending balance |
|
$ |
398,881 |
|
$ |
17,860 |
|
$ |
8,900 |
|
$ |
|
|
(1) Resulting from the implementation of guidance issued by the Financial Accounting Standards Board which eliminated the requirement to account for certain financial instruments as linked transactions.
(2) For Mortgage-backed securities and other securities, Residential Whole-Loans and Commercial Whole-Loan classified as Level III at March 31, 2015, the Company recorded gross unrealized gains of approximately $6.9 million, $246 thousand and $150 thousand and gross unrealized losses of approximately $6.7 million, $0 and $0, respectively. These gains and losses are included in Unrealized gain (loss), net in the Consolidated Statements of Operations.
Transfers between hierarchy levels for the three months ended March 31, 2016 and March 31, 2015 were based on the availability of sufficient observable inputs to meet Level II versus Level III criteria. The leveling of these assets 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 Level I and Level II for the three months ended March 31, 2016 and March 31, 2015.
Other Fair Value Disclosures
Due from counterparties and Due to counterparties on the Companys Consolidated Balance Sheets are reflected at cost which approximates fair value.
The fair value of the repurchase agreements is based on an expected present value technique. This method discounts future estimated cash flows using rates the Company determined best estimate 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. At March 31, 2016, the Companys borrowings under repurchase agreements had a fair value of approximately $2.406 billion and a carrying value of approximately $2.403 billion. At March 31, 2016, the Companys receivable under reverse repurchase agreements had a fair value of approximately $9.3 million and a carrying value of approximately $9.3 million. Inputs used to arrive at the fair value of the repurchase agreement borrowings and receivables under reverse repurchase agreements are generally observable, and therefore, they would be considered a Level II fair value measurement.
Note 4 Mortgage-Backed Securities and other securities
The following tables present certain information about the Companys investment portfolio at March 31, 2016 and December 31, 2015 (dollars in thousands).
|
|
March 31, 2016 |
| |||||||||||||||||||||
|
|
Principal |
|
Unamortized |
|
Discount |
|
Amortized |
|
Unrealized |
|
Unrealized |
|
Estimated |
|
Net |
| |||||||
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
20-Year mortgage |
|
$ |
551,238 |
|
$ |
29,886 |
|
$ |
|
|
$ |
581,124 |
|
$ |
11,678 |
|
$ |
(229 |
) |
$ |
592,573 |
|
3.9 |
% |
30-Year mortgage |
|
927,137 |
|
68,878 |
|
|
|
996,015 |
|
14,901 |
|
(2,480 |
) |
1,008,436 |
|
4.1 |
% | |||||||
Agency RMBS Interest-Only Strips (2) |
|
N/A |
|
N/A |
|
N/A |
|
32,264 |
|
1,314 |
|
(907 |
) |
32,671 |
|
2.8 |
%(2) | |||||||
Agency and Non-Agency Interest-Only Strips, accounted for as derivatives (2) (3) |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
48,995 |
|
2.4 |
%(2) | |||||||
Non-Agency RMBS |
|
482,117 |
|
(26,376 |
) |
(106,562 |
) |
349,179 |
|
12,659 |
|
(7,539 |
) |
354,299 |
|
3.8 |
% | |||||||
Non-Agency RMBS Interest- Only Strips (2) |
|
N/A |
|
N/A |
|
N/A |
|
63,580 |
|
21,175 |
|
(214 |
) |
84,541 |
|
5.9 |
%(2) | |||||||
Agency and Non-Agency CMBS |
|
538,320 |
|
(73,237 |
) |
(9,585 |
) |
455,498 |
|
2,607 |
|
(35,853 |
) |
422,252 |
|
5.0 |
% | |||||||
Agency CMBS Interest-Only Strips (2) |
|
N/A |
|
N/A |
|
N/A |
|
1,486 |
|
166 |
|
|
|
1,652 |
|
4.6 |
%(2) | |||||||
Other securities (4) |
|
30,897 |
|
(876 |
) |
(1,943 |
) |
50,031 |
|
277 |
|
(2,309 |
) |
47,999 |
|
6.4 |
% | |||||||
Total |
|
$ |
2,529,709 |
|
$ |
(1,725 |
) |
$ |
(118,090 |
) |
$ |
2,529,177 |
|
$ |
64,777 |
|
$ |
(49,531 |
) |
$ |
2,593,418 |
|
4.0 |
% |
|
|
December 31, 2015 |
| |||||||||||||||||||||
|
|
Principal |
|
Unamortized |
|
Discount |
|
Amortized |
|
Unrealized |
|
Unrealized |
|
Estimated |
|
Net |
| |||||||
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
20-Year mortgage |
|
$ |
645,313 |
|
$ |
35,216 |
|
$ |
|
|
$ |
680,529 |
|
$ |
8,562 |
|
$ |
(1,819 |
) |
$ |
687,272 |
|
3.9 |
% |
30-Year mortgage |
|
856,014 |
|
71,342 |
|
|
|
927,356 |
|
10,827 |
|
(11,724 |
) |
926,459 |
|
4.2 |
% | |||||||
Agency RMBS Interest-Only Strips (2) |
|
N/A |
|
N/A |
|
N/A |
|
71,632 |
|
2,499 |
|
(2,177 |
) |
71,954 |
|
3.1 |
%(2) | |||||||
Agency and Non-Agency Interest-Only Strips, accounted for as derivatives (2) (3) |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
59,987 |
|
2.5 |
%(2) | |||||||
Non-Agency RMBS |
|
601,233 |
|
(16,669 |
) |
(141,014 |
) |
443,550 |
|
9,345 |
|
(7,446 |
) |
445,449 |
|
3.7 |
% | |||||||
Non-Agency RMBS Interest- Only Strips (2) |
|
N/A |
|
N/A |
|
N/A |
|
66,600 |
|
14,589 |
|
|
|
81,189 |
|
5.9 |
%(2) | |||||||
Agency and Non-Agency CMBS |
|
575,351 |
|
(73,835 |
) |
(9,017 |
) |
492,499 |
|
4,289 |
|
(21,183 |
) |
475,605 |
|
5.0 |
% | |||||||
Agency CMBS Interest-Only Strips (2) |
|
N/A |
|
N/A |
|
N/A |
|
1,915 |
|
198 |
|
|
|
2,113 |
|
4.7 |
%(2) | |||||||
Other securities (4) |
|
81,518 |
|
1,135 |
|
(2,719 |
) |
102,778 |
|
1,233 |
|
(2,912 |
) |
101,099 |
|
4.8 |
% | |||||||
Total |
|
$ |
2,759,429 |
|
$ |
17,189 |
|
$ |
(152,750 |
) |
$ |
2,786,859 |
|
$ |
51,542 |
|
$ |
(47,261 |
) |
$ |
2,851,127 |
|
3.9 |
% |
(1) Net weighted average coupon as of March 31, 2016 and December 31, 2015 is presented, net of servicing and other fees.
(2) Agency RMBS IOs and IIOs, Non-Agency RMBS IOs and IIOs, Agency and Non-Agency IOs and IIOs, accounted for as derivatives, and Agency and Non-Agency CMBS 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 March 31, 2016, the notional balance for Agency RMBS IOs and IIOs, Non-Agency IOs and IIOs, Agency and Non-Agency IOs and IIOs, accounted for as derivatives, and CMBS IOs and IIOs was $337.4 million, $309.0 million, $602.9 million and $42.6 million, respectively. At December 31, 2015, the notional balance for Agency RMBS IOs and IIOs, Non-Agency IOs and IIOs, Agency and Non-Agency IOs and IIOs, accounted for as derivatives, and CMBS IOs and IIOs was $593.4 million, $321.0 million, $655.6 million and $43.2 million, respectively.
(3) Interest on these securities is reported as a component of Gain (loss) on derivative instruments, net in the Consolidated Statements of Operations.
(4) Other securities include residual interests in asset-backed securities which have no principal balance and an amortized cost of approximately $22.0 million and $22.8 million, as of March 31, 2016 and December 31, 2015, respectively.
As of March 31, 2016 and December 31, 2015 the weighted average expected remaining term to the expected maturity of the MBS and other securities investment portfolio was 6.6 years and 7.1 years, respectively.
The following tables present the changes in the components of the Companys purchase discount and amortizable premium on its Non-Agency RMBS, Non-Agency CMBS and other securities for the three months ended March 31, 2016 and March 31, 2015 (dollars in thousands):
|
|
Three months ended March 31, 2016 |
| |||||||
|
|
Discount Designated as |
|
Accretable Discount(1) |
|
Amortizable Premium(1) |
| |||
Balance at beginning of period |
|
$ |
(152,750 |
) |
$ |
(145,532 |
) |
$ |
56,163 |
|
Accretion of discount |
|
|
|
4,737 |
|
|
| |||
Amortization of premium |
|
|
|
|
|
(1,702 |
) | |||
Realized credit losses |
|
3,666 |
|
|
|
|
| |||
Purchases |
|
|
|
(2,265 |
) |
|
| |||
Sales |
|
28,154 |
|
7,831 |
|
(8,436 |
) | |||
Net impairment losses recognized in earnings |
|
(8,445 |
) |
|
|
|
| |||
Transfers/release of credit reserve(2) |
|
11,285 |
|
(8,667 |
) |
(2,618 |
) | |||
Balance at end of period |
|
$ |
(118,090 |
) |
$ |
(143,896 |
) |
$ |
43,407 |
|
(1) |
|
Together with coupon interest, accretable purchase discount and amortizable premium is recognized as interest income over the life of the security. |
(2) |
|
Subsequent reductions of a securitys non-accretable discount results in a corresponding reduction in its amortizable premium. |
|
|
Three months ended March 31, 2015 |
| |||||||
|
|
Discount Designated as |
|
Accretable Discount(1) |
|
Amortizable Premium(1) |
| |||
Balance at beginning of period |
|
$ |
(182,007 |
) |
$ |
(105,804 |
) |
$ |
82,228 |
|
Securities previously accounted for as linked transactions(2) |
|
(2,320 |
) |
(1,393 |
) |
4,587 |
| |||
Accretion of discount |
|
|
|
5,154 |
|
|
| |||
Amortization of premium |
|
|
|
|
|
(2,728 |
) | |||
Realized credit losses |
|
2,668 |
|
|
|
|
| |||
Purchases |
|
(30,587 |
) |
(48,298 |
) |
2,057 |
| |||
Sales |
|
53,815 |
|
36,852 |
|
(9,946 |
) | |||
Net impairment losses recognized in earnings |
|
(3,529 |
) |
|
|
|
| |||
Transfers/release of credit reserve(3) |
|
(1,932 |
) |
1,687 |
|
245 |
| |||
Balance at end of period |
|
$ |
(163,892 |
) |
$ |
(111,802 |
) |
$ |
76,443 |
|
(1) |
|
Together with coupon interest, accretable purchase discount and amortizable premium is recognized as interest income over the life of the security. |
(2) |
|
Resulting from the implementation of guidance issued by the Financial Accounting Standards Board which eliminated the requirement to account for certain financial instruments as linked transactions. |
(3) |
|
Subsequent reductions of a securitys non-accretable discount results in a corresponding reduction in its amortizable premium. |
The following tables present the fair value and contractual maturities of the Companys investment securities at March 31, 2016 and December 31, 2015 (dollars in thousands):
|
|
March 31, 2016 |
| |||||||||||||
|
|
< or equal to 10 |
|
> 10 years and < or |
|
> 20 years and < or |
|
> 30 years |
|
Total |
| |||||
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
| |||||
20-Year mortgage |
|
$ |
|
|
$ |
592,573 |
|
$ |
|
|
$ |
|
|
$ |
592,573 |
|
30-Year mortgage |
|
|
|
|
|
1,008,436 |
|
|
|
1,008,436 |
| |||||
Agency RMBS Interest-Only Strips |
|
|
|
22,651 |
|
10,020 |
|
|
|
32,671 |
| |||||
Agency and Non-Agency Interest-Only Strips, accounted for as derivatives |
|
1,075 |
|
9,010 |
|
26,454 |
|
12,456 |
|
48,995 |
| |||||
Non-Agency RMBS |
|
14 |
|
67,868 |
|
66,757 |
|
219,660 |
|
354,299 |
| |||||
Non-Agency RMBS Interest- Only Strips |
|
|
|
|
|
22,604 |
|
61,937 |
|
84,541 |
| |||||
Agency and Non-Agency CMBS |
|
46,083 |
|
28,788 |
|
149,581 |
|
197,800 |
|
422,252 |
| |||||
Agency CMBS Interest-Only Strips |
|
1,652 |
|
|
|
|
|
|
|
1,652 |
| |||||
Other securities |
|
11,536 |
|
9,310 |
|
6,079 |
|
21,074 |
|
47,999 |
| |||||
Total |
|
$ |
60,360 |
|
$ |
730,200 |
|
$ |
1,289,931 |
|
$ |
512,927 |
|
$ |
2,593,418 |
|
|
|
December 31, 2015 |
| |||||||||||||
|
|
< or equal to 10 |
|
> 10 years and < or |
|
> 20 years and < or |
|
> 30 years |
|
Total |
| |||||
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
| |||||
20-Year mortgage |
|
$ |
|
|
$ |
687,272 |
|
$ |
|
|
$ |
|
|
$ |
687,272 |
|
30-Year mortgage |
|
|
|
|
|
926,459 |
|
|
|
926,459 |
| |||||
Agency RMBS Interest-Only Strips |
|
|
|
40,900 |
|
31,054 |
|
|
|
71,954 |
| |||||
Agency and Non-Agency Interest-Only Strips, accounted for as derivatives |
|
1,310 |
|
10,081 |
|
35,219 |
|
13,377 |
|
59,987 |
| |||||
Non-Agency RMBS |
|
15 |
|
86,172 |
|
59,502 |
|
299,760 |
|
445,449 |
| |||||
Non-Agency RMBS Interest- Only Strips |
|
|
|
|
|
20,639 |
|
60,550 |
|
81,189 |
| |||||
Agency and Non-Agency CMBS |
|
65,213 |
|
27,849 |
|
167,355 |
|
215,188 |
|
475,605 |
| |||||
Agency CMBS Interest-Only Strips |
|
2,113 |
|
|
|
|
|
|
|
2,113 |
| |||||
Other securities |
|
29,102 |
|
11,088 |
|
39,256 |
|
21,653 |
|
101,099 |
| |||||
Total |
|
$ |
97,753 |
|
$ |
863,362 |
|
$ |
1,279,484 |
|
$ |
610,528 |
|
$ |
2,851,127 |
|
The following tables present the gross unrealized losses and estimated fair value of the Companys MBS and other securities by length of time that such securities have been in a continuous unrealized loss position at March 31, 2016 and December 31, 2015 (dollars in thousands):
|
|
March 31, 2016 |
| ||||||||||||||||||||||
|
|
Less than 12 Months |
|
12 Months or More |
|
Total |
| ||||||||||||||||||
|
|
|
|
|
|
Number |
|
|
|
|
|
Number |
|
|
|
|
|
Number |
| ||||||
|
|
|
|
Unrealized |
|
of |
|
|
|
Unrealized |
|
of |
|
|
|
Unrealized |
|
of |
| ||||||
|
|
Fair Value |
|
Losses |
|
Securities |
|
Fair Value |
|
Losses |
|
Securities |
|
Fair Value |
|
Losses |
|
Securities |
| ||||||
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
20-Year mortgage |
|
$ |
50,288 |
|
$ |
(100 |
) |
2 |
|
$ |
46,978 |
|
$ |
(129 |
) |
13 |
|
$ |
97,266 |
|
$ |
(229 |
) |
15 |
|
30-Year mortgage |
|
156,253 |
|
(33 |
) |
16 |
|
247,475 |
|
(2,447 |
) |
45 |
|
403,728 |
|
(2,480 |
) |
61 |
| ||||||
Agency RMBS Interest-Only Strips |
|
21,658 |
|
(908 |
) |
13 |
|
|
|
|
|
|
|
21,658 |
|
(908 |
) |
13 |
| ||||||
Non-Agency RMBS |
|
170,213 |
|
(6,959 |
) |
34 |
|
16,500 |
|
(579 |
) |
4 |
|
186,713 |
|
(7,538 |
) |
38 |
| ||||||
Non-Agency RMBS Interest-Only Strips |
|
3,755 |
|
(214 |
) |
1 |
|
|
|
|
|
|
|
3,755 |
|
(214 |
) |
1 |
| ||||||
Agency and Non-Agency CMBS |
|
318,025 |
|
(30,380 |
) |
63 |
|
45,855 |
|
(5,473 |
) |
11 |
|
363,880 |
|
(35,853 |
) |
74 |
| ||||||
Other securities |
|
34,208 |
|
(2,309 |
) |
4 |
|
|
|
|
|
|
|
34,208 |
|
(2,309 |
) |
4 |
| ||||||
Total |
|
$ |
754,400 |
|
$ |
(40,903 |
) |
133 |
|
$ |
356,808 |
|
$ |
(8,628 |
) |
73 |
|
$ |
1,111,208 |
|
$ |
(49,531 |
) |
206 |
|
|
|
December 31, 2015 |
| ||||||||||||||||||||||
|
|
Less than 12 Months |
|
12 Months or More |
|
Total |
| ||||||||||||||||||
|
|
|
|
|
|
Number |
|
|
|
|
|
Number |
|
|
|
|
|
Number |
| ||||||
|
|
|
|
Unrealized |
|
of |
|
|
|
Unrealized |
|
of |
|
|
|
Unrealized |
|
of |
| ||||||
|
|
Fair Value |
|
Losses |
|
Securities |
|
Fair Value |
|
Losses |
|
Securities |
|
Fair Value |
|
Losses |
|
Securities |
| ||||||
Agency RMBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
20-Year mortgage |
|
$ |
113,919 |
|
$ |
(1,229 |
) |
35 |
|
$ |
44,470 |
|
$ |
(590 |
) |
10 |
|
$ |
158,389 |
|
$ |
(1,819 |
) |
45 |
|
30-Year mortgage |
|
68,890 |
|
(1,325 |
) |
17 |
|
329,716 |
|
(10,399 |
) |
55 |
|
398,606 |
|
(11,724 |
) |
72 |
| ||||||
Agency RMBS Interest-Only Strips |
|
39,091 |
|
(2,177 |
) |
18 |
|
|
|
|
|
|
|
39,091 |
|
(2,177 |
) |
18 |
| ||||||
Non-Agency RMBS |
|
234,897 |
|
(6,928 |
) |
36 |
|
19,656 |
|
(519 |
) |
5 |
|
254,553 |
|
(7,447 |
) |
41 |
| ||||||
Agency and Non-Agency CMBS |
|
298,369 |
|
(19,888 |
) |
55 |
|
27,755 |
|
(1,294 |
) |
7 |
|
326,124 |
|
(21,182 |
) |
62 |
| ||||||
Other securities |
|
59,610 |
|
(1,746 |
) |
5 |
|
11,334 |
|
(1,166 |
) |
1 |
|
70,944 |
|
(2,912 |
) |
6 |
| ||||||
Total |
|
$ |
814,776 |
|
$ |
(33,293 |
) |
166 |
|
$ |
432,931 |
|
$ |
(13,968 |
) |
78 |
|
$ |
1,247,707 |
|
$ |
(47,261 |
) |
244 |
|
At March 31, 2016, the Company did not intend to sell any of its MBS and other securities that were in an unrealized loss position, and it is more likely than not that the Company will not be required to sell these MBS and other securities before recovery of their amortized cost basis, which may be at their maturity.
The Company assesses its Agency MBS, Non-Agency MBS and other securities, excluding Interest-Only Strips, rated AA and higher at the time of purchase for other-than-temporary impairment on at least a quarterly basis. When the fair value of an investment is less than its amortized cost at the balance sheet date of the reporting period for which impairment is assessed, the impairment is designated as either temporary or other-than-temporary. In deciding on whether or not a security is other-than-temporarily impaired, the Company considers several factors, including the nature of the investment, communications (if any) from the securitization trustee regarding the credit quality of the security, the severity and duration of the impairment, the cause of the impairment, and the Companys intent not to sell the security and that it is more likely than not that the Company will not be required to sell the security until recovery of its amortized cost. In addition, an other-than-temporary impairment is deemed to have occurred when there is an adverse change in the expected cash flows (principal or interest) to be received and the fair value of the security is less than its carrying amount. In determining whether an adverse change in cash flows occurred, the present value of the remaining cash flows, as estimated at the initial transaction date (or the last date previously revised), is compared to the present value of the expected cash flows at the current reporting date. The estimated cash flows reflect those a market participant would use and are discounted at a rate equal to the current yield used to accrete interest income. These adjustments are reflected in the Companys Consolidated Statement of Operations as Other than temporary impairment.