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Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) | 9 Months Ended
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Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) | Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) The Company uses SPEs to facilitate transactions that involve securitizing financial assets or re-securitizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to an SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement. The Company has entered into financing transactions, including residential loan securitizations and re-securitizations, which required the Company to analyze and determine whether the SPEs that were created to facilitate the transactions are VIEs in accordance with ASC 810 and if so, whether the Company is the primary beneficiary requiring consolidation. In July 2020, the Company completed a securitization of certain residential loans for which the Company received net proceeds of approximately $241.1 million after deducting expenses associated with the securitization transaction. The Company engaged in this transaction for the purpose of obtaining non-recourse, longer-term financing on a portion of its residential loan portfolio. The residential loans serving as collateral for the financing are comprised of performing, re-performing and non-performing loans which are included in residential loans, at fair value on the accompanying condensed consolidated balance sheets. The securitization matures in June 2025 and has an expected redemption date of June 2023. The Company's net investment amount in the securitization is $89.9 million as of September 30, 2020. In June 2020, the Company completed a re-securitization of certain non-Agency RMBS for which the Company received net cash proceeds of approximately $109.0 million after deducting expenses associated with the re-securitization transaction. The Company engaged in the re-securitization transaction primarily for the purpose of obtaining non-recourse, longer-term financing on a portion of its non-Agency RMBS portfolio and continues to classify the non-Agency RMBS collateral in the re-securitization as available for sale securities as the purpose is not to trade these securities. The securitization matures in June 2025 and has an expected redemption date in June 2022. The Company's net investment amount in the re-securitization is $93.3 million as of September 30, 2020. As of September 30, 2020 and December 31, 2019, the Company evaluated its residential loan securitizations and re-securitization of non-Agency RMBS and concluded that the entities created to facilitate each of the financing transactions are VIEs and that the Company is the primary beneficiary of these VIEs (each a “Financing VIE” and collectively, the “Financing VIEs”). Accordingly, the Company consolidated the Financing VIEs as of September 30, 2020 and December 31, 2019. The Company invests in subordinated securities that represent the first loss position of the Freddie Mac-sponsored residential loan securitization from which they were issued, and certain IOs and senior securities issued from the securitization. The Company has evaluated its investments in this securitization trust to determine whether it is a VIE and if so, whether the Company is the primary beneficiary requiring consolidation. The Company has determined that the Freddie Mac-sponsored residential loan securitization trust is a VIE as of September 30, 2020 and December 31, 2019, which we refer to as Consolidated SLST. The Company also determined that it is the primary beneficiary of the VIE within Consolidated SLST and, accordingly, has consolidated its assets, liabilities, income and expenses, in the accompanying condensed consolidated financial statements (see Notes 2 and 4). The Company’s investments that are included in Consolidated SLST were not included as collateral to any Financing VIE as of September 30, 2020 and December 31, 2019. As of December 31, 2019, the Company invested in multi-family CMBS consisting of POs that represent the first loss position of the Freddie Mac-sponsored multi-family K-series securitizations from which they were issued, and certain IOs and certain senior and mezzanine CMBS securities issued from those securitizations. The Company evaluated these CMBS investments in Freddie Mac-sponsored K-Series securitization trusts to determine whether they were VIEs and if so, whether the Company was the primary beneficiary requiring consolidation. The Company determined that the Freddie Mac-sponsored multi-family K-Series securitization trusts were VIEs as of December 31, 2019, which we refer to as the Consolidated K-Series. The Company also determined that it was the primary beneficiary of each VIE within the Consolidated K-Series and, accordingly, consolidated its assets, liabilities, income and expenses in the accompanying condensed consolidated financial statements (see Notes 2 and 6). In March 2020, the Company sold its first loss POs and certain mezzanine securities issued by the Consolidated K-Series which resulted in the de-consolidation of each Consolidated K-Series as of the sale date of each first loss PO. In analyzing whether the Company is the primary beneficiary of the Financing VIEs, Consolidated SLST and the Consolidated K-Series, the Company considered its involvement in each of the VIEs, including the design and purpose of each VIE, and whether its involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of the VIEs. In determining whether the Company would be considered the primary beneficiary, the following factors were assessed: •whether the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE; and •whether the Company has a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The Company owns 100% of RB Development Holding Company, LLC ("RBDHC"). RBDHC owns 50% of Kiawah River View Investors LLC ("KRVI"), a limited liability company that owns developed land and residential homes under development in Kiawah Island, SC, for which RiverBanc LLC ("RiverBanc"), a wholly-owned subsidiary of the Company, is the manager. The Company has evaluated KRVI to determine if it is a VIE and if so, whether the Company is the primary beneficiary requiring consolidation. The Company has determined that KRVI is a VIE for which RBDHC is the primary beneficiary as the Company, collectively through its wholly-owned subsidiaries, RiverBanc and RBDHC, has both the power to direct the activities that most significantly impact the economic performance of KRVI and has a right to receive benefits or absorb losses of KRVI that could be potentially significant to KRVI. Accordingly, the Company has consolidated KRVI in its condensed consolidated financial statements with a non-controlling interest for the third-party ownership of KRVI membership interests. Real estate under development in KRVI as of September 30, 2020 and December 31, 2019 of $3.6 million and $14.5 million, respectively, is included in receivables and other assets on the condensed consolidated balance sheets. The following table presents a summary of the assets and liabilities of the Company's residential loan securitizations, non-Agency RMBS re-securitization, Consolidated SLST and KRVI as of September 30, 2020 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.
| Financing VIEs |  | Other VIEs |  |
| Residential Loan Securitizations |  | Non-Agency RMBS Re-Securitization |  | Consolidated SLST |  | KRVI |  | Total
Cash and cash equivalents | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 4,305 |  |  | $ | 4,305 |
Investment securities available for sale, at fair value | — |  |  | 131,836 |  |  | — |  |  | — |  |  | 131,836 |
Residential loans, at fair value | 355,486 |  |  | — |  |  | 1,290,005 |  |  | — |  |  | 1,645,491 |
Receivables and other assets | 12,568 |  |  | 50,635 |  |  | 4,162 |  |  | 3,660 |  |  | 71,025 |
Total assets | $ | 368,054 |  |  | $ | 182,471 |  |  | $ | 1,294,167 |  |  | $ | 7,965 |  |  | $ | 1,852,657 |
Residential collateralized debt obligations | $ | 268,820 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 268,820 |
Residential collateralized debt obligations, at fair value | — |  |  | — |  |  | 1,077,980 |  |  | — |  |  | 1,077,980 |
Securitized debt | — |  |  | 88,791 |  |  | — |  |  | — |  |  | 88,791 |
Accrued expenses and other liabilities | 1,211 |  |  | 396 |  |  | 3,664 |  |  | 74 |  |  | 5,345 |
Total liabilities | $ | 270,031 |  |  | $ | 89,187 |  |  | $ | 1,081,644 |  |  | $ | 74 |  |  | $ | 1,440,936 |
The following table presents a summary of the assets and liabilities of the Company's residential loan securitizations, the Consolidated K-Series, Consolidated SLST and KRVI as of December 31, 2019 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.
|  | Financing VIE |  | Other VIEs |  |
|  | Residential Loan Securitizations |  | Consolidated K-Series |  | Consolidated SLST |  | KRVI |  | Total
Cash and cash equivalents |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 107 |  |  | $ | 107 |
Residential loans, net |  | 44,030 |  |  | — |  |  | — |  |  | — |  |  | 44,030 |
Residential loans, at fair value |  | — |  |  | — |  |  | 1,328,886 |  |  | — |  |  | 1,328,886 |
Multi-family loans held in securitization trusts, at fair value |  | — |  |  | 17,816,746 |  |  | — |  |  | — |  |  | 17,816,746 |
Receivables and other assets |  | 1,328 |  |  | 59,417 |  |  | 5,244 |  |  | 14,626 |  |  | 80,615 |
Total assets |  | $ | 45,358 |  |  | $ | 17,876,163 |  |  | $ | 1,334,130 |  |  | $ | 14,733 |  |  | $ | 19,270,384 |
Residential collateralized debt obligations |  | $ | 40,429 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 40,429 |
Residential collateralized debt obligations, at fair value |  | — |  |  | — |  |  | 1,052,829 |  |  | — |  |  | 1,052,829 |
Multi-family collateralized debt obligations, at fair value |  | — |  |  | 16,724,451 |  |  | — |  |  | — |  |  | 16,724,451 |
Accrued expenses and other liabilities |  | 14 |  |  | 57,873 |  |  | 2,643 |  |  | 75 |  |  | 60,605 |
Total liabilities |  | $ | 40,443 |  |  | $ | 16,782,324 |  |  | $ | 1,055,472 |  |  | $ | 75 |  |  | $ | 17,878,314 |
The following table summarizes the Company’s securitized debt collateralized by non-Agency RMBS as of September 30, 2020 (dollar amounts in thousands):
| Principal Amount |  | Carrying Value (1) |  | Pass-through Rate of Notes Issued (2)
Non-Agency RMBS re-securitization | $ | 89,916 |  |  | $ | 88,791 |  |  | One-month LIBOR plus 5.25%
(1)Classified as securitized debt in the liability section of the Company’s accompanying condensed consolidated balance sheets. The securitized debt is non-recourse debt for which the Company has no obligation. (2)Represents the pass-through rate through the payment date in December 2021. Pass-through rate increases to one-month LIBOR plus 7.75% for payment dates in or after January 2022. The following table presents contractual maturity information about the Company's securitized debt collateralized by non-Agency RMBS as of September 30, 2020 (dollar amounts in thousands):
Scheduled Maturity (principal amount) |  | September 30, 2020
Over 36 months |  | $ | 89,916 |
Debt issuance cost |  | (1,125) |
Carrying value |  | $ | 88,791 |
Unconsolidated VIEs As of September 30, 2020 and December 31, 2019, the Company evaluated its investment securities available for sale, preferred equity, mezzanine loan and other equity investments to determine whether they are VIEs and should be consolidated by the Company. Based on a number of factors, the Company determined that, as of September 30, 2020 and December 31, 2019, it does not have a controlling financial interest and is not the primary beneficiary of these VIEs. The following tables present the classification and carrying value of unconsolidated VIEs as of September 30, 2020 and December 31, 2019, respectively (dollar amounts in thousands):
| September 30, 2020
| Investment securities available for sale, at fair value |  |  |  | Preferred equity and mezzanine loan investments |  | Investments in unconsolidated entities |  | Total
ABS | $ | 45,007 |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | 45,007 |
Preferred equity investments in multi-family properties | — |  |  |  |  | 178,286 |  |  | 145,250 |  |  | 323,536 |
Mezzanine loans on multi-family properties | — |  |  |  |  | 4,868 |  |  | — |  |  | 4,868 |
Equity investments in entities that invest in residential properties and loans | — |  |  |  |  | — |  |  | 73,456 |  |  | 73,456 |
Total assets | $ | 45,007 |  |  |  |  | $ | 183,154 |  |  | $ | 218,706 |  |  | $ | 446,867 |
| December 31, 2019
| Investment securities available for sale, at fair value |  |  |  | Preferred equity and mezzanine loan investments |  | Investments in unconsolidated entities |  | Total
ABS | $ | 49,214 |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | 49,214 |
Preferred equity investments in multi-family properties | — |  |  |  |  | 173,825 |  |  | 106,083 |  |  | 279,908 |
Mezzanine loans on multi-family properties | — |  |  |  |  | 6,220 |  |  | — |  |  | 6,220 |
Equity investments in entities that invest in residential properties and loans | — |  |  |  |  | — |  |  | 65,572 |  |  | 65,572 |
Total assets | $ | 49,214 |  |  |  |  | $ | 180,045 |  |  | $ | 171,655 |  |  | $ | 400,914 |
Our maximum loss exposure on the investment securities available for sale, preferred equity and mezzanine loan investments, and investments in unconsolidated entities was approximately $446.9 million and $400.9 million at September 30, 2020 and December 31, 2019, respectively. The Company’s maximum exposure does not exceed the carrying value of its investments.

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