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Financing Agreements | 9 Months Ended
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Sep. 30, 2024
Disclosure of Repurchase Agreements [Abstract] |
Financing Agreements | Financing Agreements The following tables present the components of, and certain information with respect to, the Company’s Financing agreements at September 30, 2024 and December 31, 2023:
|  | September 30, 2024
(Dollars In Thousands) |  | Collateral |  | Unpaid Principal Balance |  | Fair Value / Carrying Value (1) |  | Weighted Average Cost of Funding (2) |  | Weighted Average Term to Maturity (Months)
Agreements with mark-to-market collateral provisions |  | Residential whole loans and REO |  | $ | 1,854,454 |  |  | $ | 1,853,638 |  |  | 7.37 | % |  | 10.9
Agreements with mark-to-market collateral provisions |  | Securities |  | 918,472 |  |  | 918,472 |  |  | 5.65 | % |  | 0.3
Total Agreements with mark-to-market collateral provisions |  |  |  | 2,772,926 |  |  | 2,772,110 |  |  | 6.85 | % |  |
Agreements with non-mark-to-market collateral provisions |  | Residential whole loans and REO |  | 678,658 |  |  | 678,026 |  |  | 7.95 | % |  | 11.5
Securitized debt |  | Residential whole loans |  | 5,342,625 |  |  | 5,288,997 |  |  | 4.88 | % |  | See Note 14
Convertible senior notes |  | Unsecured |  | — |  |  | — |  |  | — | % |  |
8.875% Senior Notes due 2029 |  | Unsecured |  | 115,000 |  |  | 111,089 |  |  | 9.83 | % |  | 52.6
9.00% Senior Notes due 2029 |  | Unsecured |  | 75,000 |  |  | 72,280 |  |  | 9.90 | % |  | 58.5
Impact of net Swap carry |  |  |  |  |  |  |  | (1.31) | % |  |
Total Financing agreements (2) |  |  |  | $ | 8,984,209 |  |  | $ | 8,922,502 |  |  | 4.54 | % |  |
|  | December 31, 2023
(Dollars In Thousands) |  | Collateral |  | Unpaid Principal Balance |  | Fair Value / Carrying Value (1) |  | Weighted Average Cost of Funding (2) |  | Weighted Average Term to Maturity (Months)
Agreements with mark-to-market collateral provisions |  | Residential whole loans and REO |  | $ | 1,738,543 |  |  | $ | 1,737,651 |  |  | 7.50 | % |  | 11.8
Agreements with mark-to-market collateral provisions |  | Securities |  | 622,603 |  |  | 622,603 |  |  | 5.81 | % |  | 0.2
Total Agreements with mark-to-market collateral provisions |  |  |  | 2,361,146 |  |  | 2,360,254 |  |  | 7.09 | % |  |
Agreements with non-mark-to-market collateral provisions |  | Residential whole loans and REO |  | 1,217,671 |  |  | 1,216,697 |  |  | 7.94 | % |  | 20.6
Securitized debt |  | Residential whole loans |  | 4,894,746 |  |  | 4,750,805 |  |  | 4.37 | % |  | See Note 14
Convertible senior notes |  | Unsecured |  | 209,589 |  |  | 208,989 |  |  | 6.94 | % |  | 5.5
Impact of net Swap carry |  |  |  |  |  |  |  | (1.40) | % |  |
Total Financing agreements (2) |  |  |  | $ | 8,683,152 |  |  | $ | 8,536,745 |  |  | 4.33 | % |  |
(1)The Company has both financing agreements held at fair value and financing agreements held at their carrying value (amortized cost basis). Financing agreements held at fair value are reported at estimated fair value each period as a result of the Company’s fair value option election. The fair value option was not elected for financing agreements held at carrying value. Consequently, total financing agreements as presented reflects a summation of balances reported at fair and carrying value. At September 30, 2024, the Company had $194.1 million of agreements with mark-to-market collateral provisions held at fair value, $222.3 million of agreements with non-mark-to-market collateral provisions held at fair value, and $4.7 billion of securitized debt held at fair value, with amortized cost bases of $194.1 million, $222.3 million, and $4.7 billion, respectively. At December 31, 2023, the Company had $178.9 million of agreements with mark-to-market collateral provisions held at fair value, $469.4 million of agreements with non-mark-to-market collateral provisions held at fair value, and $4.0 billion of securitized debt held at fair value, with amortized cost bases of $178.9 million, $469.4 million, and $4.1 billion, respectively. (2)Weighted average cost of funding reflects annualized quarter-to-date interest expense (inclusive of the amortization of deferred financing costs) divided by average balance for the financing agreements. The cost of funding for the total financing agreements includes the impact of the net carry (the difference between swap interest income received and swap interest expense paid) on the Company’s Swaps. For the three months ended September 30, 2024, this decreased the overall funding cost by 131 basis points, and for the three months ended December 31, 2023, this decreased the overall funding cost by 140 basis points. The Company does not allocate the impact of the net carry by type of financing agreement. The following table presents maturities with respect to the Company’s financing agreements with mark-to-market and non-mark-to-market collateral provisions:
|  | As of September 30, 2024
|  | Unpaid Principal Balance, Maturing In
(In Thousands) |  | Collateral |  | 0-3 Months (1) |  | 3-6 Months |  | 6-12 Months |  | Greater than 12 Months (2) |  | Total
Agreements with mark-to-market collateral provisions |  | Residential whole loans |  | $ | 523,142 |  |  | $ | 205,389 |  |  | $ | 422,481 |  |  | $ | 703,442 |  |  | $ | 1,854,454 |
Agreements with mark-to-market collateral provisions |  | Securities |  | 918,472 |  |  | — |  |  | — |  |  | — |  |  | 918,472 |
Total Agreements with mark-to-market collateral provisions |  |  |  | 1,441,614 |  |  | 205,389 |  |  | 422,481 |  |  | 703,442 |  |  | 2,772,926 |
Agreements with non-mark-to-market collateral provisions |  | Residential whole loans |  | 78,040 |  |  | — |  |  | 378,355 |  |  | 222,263 |  |  | 678,658 |
(1)$1.3 billion of the mark-to-market agreements (included in the 0-3 months category) can be terminated by either party. (2)Amounts presented are based on the assumed exercise of the Company’s unilateral option to extend by one year the maturity of an Agreement with mark-market collateral provisions with $454.9 million outstanding. The longest maturity date is approximately 24 months. The following table presents information with respect to the Company’s financing agreements with mark-to-market collateral provisions and associated assets pledged as collateral at September 30, 2024 and December 31, 2023:
(Dollars in Thousands) |  | September 30, 2024 |  | December 31, 2023
Mark-to-market financing agreements secured by residential whole loans (1) |  | $ | 1,812,898 |  |  | $ | 1,712,489 |
Fair value of residential whole loans pledged as collateral under financing agreements |  | $ | 2,300,813 |  |  | $ | 2,204,239 |
Weighted average haircut on residential whole loans (2) |  | 21.03 | % |  | 20.90 | %
Mark-to-market financing agreements secured by securities at fair value |  | $ | 918,472 |  |  | $ | 622,603 |
Securities at fair value pledged as collateral under financing agreements |  | $ | 982,665 |  |  | $ | 689,818 |
Weighted average haircut on securities at fair value (2) |  | 5.78 | % |  | 8.07 | %
Mark-to-market financing agreements secured by real estate owned |  | $ | 40,740 |  |  | $ | 25,163 |
Fair value of real estate owned pledged as collateral under financing agreements |  | $ | 75,905 |  |  | $ | 50,365 |
Weighted average haircut on real estate owned (2) |  | 45.78 | % |  | 49.39 | %
(1)Includes an aggregate of $394.7 million and $327.2 million of mark-to-market financing collateralized by Non-Agency MBS with a fair value of $521.2 million and $465.6 million obtained in connection with the Company’s loan securitization transactions that are eliminated in consolidation as of September 30, 2024 and December 31, 2023, respectively. (2)Haircut represents the percentage amount by which the collateral value is contractually required to exceed the loan amount. The following table presents information with respect to the Company’s financing agreements with non-mark-to-market collateral provisions and associated assets pledged as collateral at September 30, 2024 and December 31, 2023:
(Dollars in Thousands) |  | September 30, 2024 |  | December 31, 2023
Non-mark-to-market financing secured by residential whole loans |  | $ | 678,026 |  |  | $ | 1,216,697 |
Fair value of residential whole loans pledged as collateral under financing agreements |  | $ | 854,342 |  |  | $ | 1,510,146 |
Weighted average haircut on residential whole loans |  | 19.01 | % |  | 17.65 | %
Non-mark-to-market financing secured by real estate owned |  | $ | — |  |  | $ | — |
Fair value of real estate owned pledged as collateral under financing agreements |  | $ | — |  |  | $ | — |
Weighted average haircut on real estate owned |  | — | % |  | — | %
In addition, the Company had aggregate restricted cash held in connection with its financing agreements including securitized debt, of $21.7 million and $19.0 million at September 30, 2024 and December 31, 2023, respectively. The following table presents repricing information (excluding the impact of associated derivative hedging instruments, if any) about the Company’s financing agreements that have non-mark-to-market collateral provisions as well as those that have mark-to-market collateral provisions, at September 30, 2024 and December 31, 2023:
|  | September 30, 2024 |  | December 31, 2023
Amortized Cost Basis |  | Weighted Average Interest Rate | Amortized Cost Basis |  | Weighted Average Interest Rate
Time Until Interest Rate Reset
(Dollars in Thousands) |  |  |  |  |  |  |  |
Within 30 days |  | $ | 3,451,584 |  |  | 6.71 | % |  | $ | 3,578,816 |  |  | 7.36 | %
Over 30 days to 3 months |  | — |  |  | — |  |  | — |  |  | — |
Over 3 months to 12 months |  | — |  |  | — |  |  | — |  |  | — |
Over 12 months |  | — |  |  | — |  |  | — |  |  | — |
Total financing agreements |  | $ | 3,451,584 |  |  | 6.71 | % |  | $ | 3,578,816 |  |  | 7.36 | %
(a) Other Information on Financing Agreements Convertible Senior Notes In June 2019, the Company issued $230.0 million in aggregate principal amount of its Convertible Senior Notes in an underwritten public offering. The total net proceeds the Company received from the offering were approximately $223.3 million, after deducting offering expenses and the underwriting discount. The Convertible Senior Notes bore interest at a fixed rate of 6.25% per year. The Convertible Senior Notes were convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date into shares of the Company’s common stock based on a conversion rate of 31.4346 shares (which reflected an adjustment resulting from the Company’s Reverse Stock Split) of the Company’s common stock for each $1,000 principal amount of the Convertible Senior Notes, which is equivalent to a conversion price of approximately $31.81 per share of common stock. The Convertible Senior Notes had an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of 6.94%. During the three months ended June 30, 2024, the Convertible Senior Notes matured and the Company repaid the then remaining outstanding amount in full. In February 2023, the Company’s Board authorized a repurchase program for its Convertible Senior Notes pursuant to which it could have repurchased up to $100 million of its Convertible Senior Notes. During the three months ended March 31, 2024, the Company repurchased $39.9 million principal amount of its Convertible Senior Notes for $39.8 million and recorded a loss of $0.1 million to Other Income/(Loss), net on the consolidated statement of operations. During the year ended December 31, 2023, the Company repurchased $20.4 million principal amount of the Convertible Senior Notes for $20.2 million and recorded a gain of $0.1 million to Other Income/(Loss), net on the consolidated statement of operations. 8.875% Senior Notes due 2029 (“8.875% Senior Notes”) In January 2024, the Company completed the issuance of $115.0 million in aggregate principal amount of its 8.875% Senior Notes in an underwritten public offering. The 8.875% Senior Notes are senior unsecured obligations of the Company and bear interest at a rate equal to 8.875% per year, payable in cash quarterly in arrears on February 15, May 15, August 15, and November 15 of each year and are expected to mature on February 15, 2029, unless earlier redeemed. The Company may redeem the 8.875% Senior Notes in whole or in part at any time at the Company’s option on or after February 15, 2026, at a redemption price equal to 100% of the outstanding principal amount of the 8.875% Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The total net proceeds to the Company from the offering of the 8.875% Senior Notes, after deducting the underwriter’s discount and commissions and offering expenses, were approximately $110.6 million. The 8.875% Senior Notes have an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of 9.83%. 9.00% Senior Notes due 2029 (“9.00% Senior Notes”) On April 17, 2024, the Company completed the issuance of $75.0 million in aggregate principal amount of its 9.00% Senior Notes in an underwritten public offering. The 9.00% Senior Notes are senior unsecured obligations of the Company and bear interest at a rate equal to 9.00% per year, payable in cash quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, beginning on August 15, 2024, and are expected to mature on August 15, 2029, unless earlier redeemed. The Company may redeem the 9.00% Senior Notes in whole or in part at any time at the Company’s option on or after August 15, 2026, at a redemption price equal to 100% of the outstanding principal amount of the 9.00% Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The total net proceeds to the Company from the offering of the 9.00% Senior Notes, after deducting the underwriter’s discount and commissions and offering expenses, were approximately $72.0 million. The 9.00% Senior Notes have an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of 9.94%. Both the 8.875% Senior Notes and the 9.00% Senior Notes are the Company’s senior unsecured obligations and are (i) effectively junior to all of the Company’s secured indebtedness, which includes the Company’s repurchase agreements and other financing arrangements, to the extent of the value of the collateral securing such indebtedness and (ii) equal in right of payment to each other and to the Company’s existing and future senior unsecured obligations, if any. (b) Counterparties The Company had financing agreements, including repurchase agreements and other forms of secured financing, with 14 and 14 counterparties at September 30, 2024 and December 31, 2023, respectively. The following table presents information with respect to each counterparty under financing agreements for which the Company had greater than 5% of stockholders’ equity at risk in the aggregate at September 30, 2024:
|  | September 30, 2024
Counterparty |  | Amount at Risk (1) |  | Weighted Average Months to Maturity |  | Percent of Stockholders’ Equity
(Dollars in Thousands) |  |  |  |  |  |
Wells Fargo |  | $ | 244,238 |  |  | 10.1 |  | 12.99%
Barclays |  | 124,024 |  |  | 6.9 |  | 6.60
Deutsche Bank |  | 100,425 |  |  | 22.4 |  | 5.34
(1)The amount at risk reflects the difference between (a) the amount loaned to the Company through financing agreements, including interest payable, and (b) the cash and the fair value of the assets pledged by the Company as collateral, including accrued interest receivable on such assets. (c) Pledged Collateral The following tables present the Company’s assets (based on carrying value) pledged as collateral for its various financing arrangements as of September 30, 2024 and December 31, 2023:
|  | September 30, 2024
|  | Financing Agreements
(In Thousands) |  | Securitized |  | Non-Mark-to-Market (1) |  | Mark-to-Market (1) (2) |  | Total
Assets: |  |  |  |  |  |  |  |
Residential whole loans |  | $ | 6,313,277 |  |  | $ | 853,645 |  |  | $ | 1,775,586 |  |  | $ | 8,942,508 |
Securities, at fair value |  | — |  |  | — |  |  | 982,665 |  |  | 982,665 |
Other assets: REO |  | 9,623 |  |  | — |  |  | 67,596 |  |  | 77,219 |
Total |  | $ | 6,322,900 |  |  | $ | 853,645 |  |  | $ | 2,825,847 |  |  | $ | 10,002,392 |
|  | December 31, 2023
|  | Financing Agreements
(In Thousands) |  | Securitized |  | Non-Mark-to-Market (1) |  | Mark-to-Market (1) (2) |  | Total
Assets: |  |  |  |  |  |  |  |
Residential whole loans |  | $ | 5,696,729 |  |  | $ | 1,513,904 |  |  | $ | 1,733,674 |  |  | $ | 8,944,307 |
Securities, at fair value |  | — |  |  | — |  |  | 689,818 |  |  | 689,818 |
Other assets: REO |  | 33,334 |  |  | — |  |  | 43,295 |  |  | 76,629 |
Total |  | $ | 5,730,063 |  |  | $ | 1,513,904 |  |  | $ | 2,466,787 |  |  | $ | 9,710,754 |
(1)An aggregate of $31.8 million and $36.4 million of accrued interest on those assets pledged against non-mark-to-market and mark-to-market financing agreements had also been pledged as of September 30, 2024 and December 31, 2023, respectively. (2)Includes an aggregate of $394.7 million and $327.2 million of mark-to-market financing collateralized by Non-Agency MBS with a fair value of $521.2 million and $465.6 million obtained in connection with the Company’s loan securitization transactions that are eliminated in consolidation as of September 30, 2024 and December 31, 2023, respectively. The Company pledges securities or cash as collateral to its counterparties in relation to certain of its financing arrangements. The Company exchanges collateral with its counterparties based on changes in the fair value, notional amount and term of the associated financing arrangements and Swaps, as applicable. In connection with these margining practices, either the Company or its counterparty may be required to pledge cash or securities as collateral. When the Company’s pledged collateral exceeds the required margin, the Company may initiate a reverse margin call, at which time the counterparty may either return the excess collateral or provide collateral to the Company in the form of cash or equivalent securities. The Company’s assets pledged as collateral are also described in Notes 2(e) - Restricted Cash and 5(e) - Derivative Instruments. Certain of the Company’s financing arrangements and derivative transactions are governed by underlying agreements that generally provide for a right of setoff in the event of default or in the event of a bankruptcy of either party to the transaction. In the Company’s consolidated balance sheets, all balances associated with repurchase agreements are presented on a gross basis.

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- Definition The entire disclosure for repurchase agreements (also known as repos), resale agreements (also known as reverse repurchase agreements or reverse repos), securities borrowed transactions, and securities loaned transactions. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 860 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481420/860-30-50-10 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 860 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/860/tableOfContent + Details
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