10-Q
Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
_______________________________________________ 
FORM 10-Q/A
Amendment No. 1
_______________________________________________ 

(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
OR 
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 001-34385

(Exact Name of Registrant as Specified in Its Charter)
_______________________________________________
Maryland
 
26-2749336
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
1555 Peachtree Street, N.E., Suite 1800
Atlanta, Georgia
 
30309
(Address of Principal Executive Offices)
 
(Zip Code)
(404) 892-0896
(Registrant’s 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  ý    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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  ý    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
 
ý
 
  
Accelerated filer
 
o
Non-Accelerated filer
 
o
(Do not check if a smaller reporting company)
  
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  ý
As of May 1, 2015, there were 123,133,574 outstanding shares of common stock of Invesco Mortgage Capital Inc.

Table of Contents


INVESCO MORTGAGE CAPITAL INC.
TABLE OF CONTENTS
 
 
 
Page
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.

Table of Contents


Explanatory Note

Invesco Mortgage Capital Inc. (referred to herein as "we,""our," or the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2015, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2015 (the “Original Filing”), for the purpose of restating previously filed financial statements, including notes thereto, and amending portions of the related disclosures contained in the Original Filing (the "Restatement"). This Form 10-Q/A includes (i) restated condensed consolidated balance sheets as of March 31, 2015 and 2014, and (ii) restated condensed consolidated statements of operations, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of equity and condensed consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 and (iii) restated quarterly financial information for the quarter ended March 31, 2015.
Restatement Background
In late June 2015 after the filing of our Form 10-Q for the quarter ended March 31, 2015, we undertook a thorough review of our generally accepted accounting principles ("GAAP") accounting treatment of our securities, including our credit risk transfer securities issued by government-sponsored enterprises ("GSE CRT") and interest-only strips of residential mortgage-backed securities that are guaranteed by a U.S. government agency ("Agency MBS IOs"). We determined that the GSE CRTs are hybrid financial instruments consisting of (i) a debt host contract (the unsecured GSE debenture) and (ii) an embedded derivative related to the credit protection feature of the GSE CRTs that should have been accounted for applying the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815 - Derivatives and Hedging (“ASC 815”). Under ASC 815, changes in fair value of the embedded derivative are required to be recorded in the Company’s consolidated statement of operations, instead of in other comprehensive income on the Company’s consolidated balance sheet while changes in fair value of the debt host contract remain within other comprehensive income. Additionally, we determined that the Agency MBS IOs are also hybrid financial instruments, which consist of (i) a debt host contract (the mortgage-backed security) and (ii) an embedded interest derivative related to prepayment risk. We have determined that Agency MBS IOs should have been accounted for under ASC 815 by recording changes in fair value of the embedded derivative in the consolidated statement of operations instead of in other comprehensive income on the Company’s consolidated balance sheet. Management determined that the Agency MBS IOs embedded derivative cannot be reliably valued as a stand-alone instrument and therefore recorded the entire Agency MBS IOs change in fair value in the consolidated statement of operations in accordance with ASC 815.
On August 9, 2015, the Audit Committee of the Board of Directors of the Company concluded, based on the recommendation of management, that each of the Company’s previously issued (i) consolidated financial statements as of and for the years ended December 31, 2013 and 2014, which were included in its Annual Report on Form 10-K for the year ended December 31, 2014, and (ii) interim consolidated financial statements as of and for the quarter ended March 31, 2013 and for all subsequent quarters through the quarter ended March 31, 2015 need to be restated and should no longer be relied upon. The Company filed Amendment No. 1 to its Form 10-K/A for the year ended December, 31, 2014 on August 17, 2015. The Company's Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2015, which is also being filed on August 17, 2015, includes restated unaudited condensed consolidated financial statements and amended related financial information for the fiscal period ended June 30, 2014.
The following sections of this Form 10-Q/A contain information that has been amended where necessary to reflect the restatement and certain other events that have occurred subsequent to May 7, 2015, the date of the Original Filing with the SEC:
•
Part I, Item 1. Financial Statements
•
Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Certain Sections As Restated)
•
Part I, Item 4. Controls and Procedures
•
Part II, Item 6. Exhibits

Except as described in this Explanatory Note, the information contained in the Original Filing has not been updated to reflect any subsequent events, conditions or other developments that have occurred or existed since May 7, 2015, the date of the Original Filing with the SEC.
In accordance with applicable SEC rules, this Form 10-Q/A includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief Executive Officer and Chief Financial Officer dated as of the filing date of this Form 10-Q/A. For more information about the Restatement, see the Company's Amendment No. 1 to Form 10K/A.

 
1
 

Table of Contents


PART I
ITEM 1.
FINANCIAL STATEMENTS
INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
  
As of
 
March 31, 2015
 
December 31, 2014
 In thousands except share amounts
(As Restated)(2)
 
(As Restated)(2)
 
(Unaudited)
 
 
ASSETS
 
Mortgage-backed and credit risk transfer securities, at fair value
17,340,595

 
17,248,895

Residential loans, held-for-investment (1)
3,597,147

 
3,365,003

Commercial loans, held-for-investment
146,211

 
145,756

Cash and cash equivalents
157,025

 
164,144

Due from counterparties
82,215

 
57,604

Investment related receivable
27,697

 
38,717

Accrued interest receivable
66,144

 
66,044

Derivative assets, at fair value
6,706

 
24,178

Deferred securitization and financing costs
12,286

 
13,080

Other investments
110,993

 
106,498

Other assets
1,055

 
1,098

Total assets (1)
21,548,074

 
21,231,017

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Repurchase agreements
13,333,081

 
13,622,677

Secured loans
1,550,000

 
1,250,000

Asset-backed securities issued by securitization trusts (1)
3,133,527

 
2,929,820

Exchangeable senior notes
400,000

 
400,000

Derivative liabilities, at fair value
290,852

 
254,026

Dividends and distributions payable
61,766

 
61,757

Investment related payable
30,351

 
17,008

Accrued interest payable
23,800

 
29,670

Collateral held payable
4,300

 
14,890

Accounts payable and accrued expenses
3,248

 
2,439

Due to affiliate
9,535

 
9,880

Total liabilities (1)
18,840,460

 
18,592,167

Equity:
 
 
 
Preferred Stock, par value $0.01 per share; 50,000,000 shares authorized:
 
 
 
7.75% Series A Cumulative Redeemable Preferred Stock: 5,600,000 shares issued and outstanding ($140,000 aggregate liquidation preference)
135,356

 
135,356

7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock: 6,200,000 shares issued and outstanding ($155,000 aggregate liquidation preference)
149,860

 
149,860

Common Stock, par value $0.01 per share; 450,000,000 shares authorized; 123,131,777 and 123,110,454 shares issued and outstanding, respectively
1,231

 
1,231

Additional paid in capital
2,532,353

 
2,532,130

Accumulated other comprehensive income
565,131

 
424,592

Retained earnings (distributions in excess of earnings)
(705,703
)
 
(632,854
)
Total stockholders’ equity
2,678,228

 
2,610,315

Non-controlling interest
29,386

 
28,535

Total equity
2,707,614

 
2,638,850

Total liabilities and equity
21,548,074

 
21,231,017

(1)
The condensed consolidated balance sheets include assets of consolidated variable interest entities (“VIEs”) that can only be used to settle obligations and liabilities of the VIEs for which creditors do not have recourse to the Company. As of March 31, 2015 and December 31, 2014, total assets of the consolidated VIEs were $3,613,043 and $3,380,597, respectively, and total liabilities of the consolidated VIEs were $3,142,670 and $2,938,512, respectively. Refer to Note 3 - "Variable Interest Entities" for further discussion.
(2)
For discussion of the restatement adjustments, see Note 16 - "Restatement of Previously Issued Financial Statements".
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
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Table of Contents


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended March 31,
 
2015
 
2014
In thousands, except share amounts
(As Restated)(2)
 
(As Restated)(2)
Interest Income
 
 
 
Mortgage-backed and credit risk transfer securities
135,265

 
148,405

Residential loans (1)
29,374

 
17,704

Commercial loans
3,115

 
1,619

Total interest income
167,754

 
167,728

Interest Expense
 
 
 
Repurchase agreements
43,310

 
49,071

Secured loans
1,464

 
—

Exchangeable senior notes
5,607

 
5,607

Asset-backed securities (1)
21,898

 
13,935

Total interest expense
72,279

 
68,613

Net interest income
95,475

 
99,115

(Reduction in) provision for loan losses
(62
)
 
207

Net interest income after (reduction in) provision for loan losses
95,537

 
98,908

Other Income (loss)
 
 
 
Gain (loss) on investments, net
2,172

 
(17,772
)
Equity in earnings of unconsolidated ventures
6,006

 
441

Gain (loss) on derivative instruments, net
(122,745
)
 
(151,312
)
Realized and unrealized credit derivative income (loss), net
21,362

 
17,487

Other investment income (loss), net
(894
)
 
—

Total other income (loss)
(94,099
)
 
(151,156
)
Expenses
 
 
 
Management fee – related party
9,415

 
9,335

General and administrative
1,727

 
2,012

Consolidated securitization trusts (1)
2,156

 
1,184

Total expenses
13,298

 
12,531

Net loss
(11,860
)
 
(64,779
)
Net loss attributable to non-controlling interest
(136
)
 
(733
)
Net loss attributable to Invesco Mortgage Capital Inc.
(11,724
)
 
(64,046
)
Dividends to preferred stockholders
5,716

 
2,713

Net loss attributable to common stockholders
(17,440
)
 
(66,759
)
Loss per share:
 
 
 
Net loss attributable to common stockholders
 
 
 
Basic
(0.14
)
 
(0.54
)
Diluted
(0.14
)
 
(0.54
)
Dividends declared per common share
0.45

 
0.50

(1)
The condensed consolidated statements of operations include income and expenses of consolidated variable interest entities. Refer to Note 3 - “Variable Interest Entities” for further discussion.
(2)
For discussion of the restatement adjustments, see Note 16 - "Restatement of Previously Issued Financial Statements".
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
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INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended March 31,
 
2015
 
2014
In thousands
(As Restated)(1)
 
(As Restated)(1)
Net loss
(11,860
)
 
(64,779
)
Other comprehensive income (loss):
 
 
 
Unrealized gain (loss) on mortgage-backed and credit risk transfer securities
125,954

 
161,697

Reclassification of unrealized (gain) loss on sale of mortgage-backed and credit risk transfer securities to gain (loss) on investments, net
(2,934
)
 
11,718

Reclassification of amortization of net deferred losses on de-designated interest rate swaps to repurchase agreements interest expense
19,145

 
21,296

Total other comprehensive income
142,165

 
194,711

Comprehensive income
130,305

 
129,932

Less: Comprehensive income attributable to non-controlling interest
(1,490
)
 
(1,483
)
Less: Dividends to preferred stockholders
(5,716
)
 
(2,713
)
Comprehensive income attributable to common stockholders
123,099

 
125,736

(1)
For discussion of the restatement adjustments, see Note 16 - "Restatement of Previously Issued Financial Statements".
The accompanying notes are an integral part of these condensed consolidated financial statements.


 
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INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
For the three months ended March 31, 2015
(Unaudited)
 
 
 
 
 
 
 
Attributable to Common Stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
Paid in
Capital
 
Accumulated
Other
Comprehensive
Income
 
Retained
Earnings
(Distributions
in excess of
earnings)
 
Total
Stockholders’
Equity
 
Non-
Controlling
Interest
 
 
 
Series A
Preferred Stock
 
Series B
Preferred Stock
 
 
 
 
In thousands except
 share amounts
 
 
Common Stock
 
Total
Equity
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
Balance at January 1, 2015 (As Restated)(1)
5,600,000

 
135,356

 
6,200,000

 
149,860

 
123,110,454

 
1,231

 
2,532,130

 
424,592

 
(632,854
)
 
2,610,315

 
28,535

 
2,638,850

Net loss (As Restated)(1)
—

 
—

 
—

 
—

 


 


 
—

 
—

 
(11,724
)
 
(11,724
)
 
(136
)
 
(11,860
)
Other comprehensive income (loss) (As Restated)(1)
—

 
—

 
—

 
—

 
—

 
—

 
—

 
140,539

 
—

 
140,539

 
1,626

 
142,165

Proceeds from issuance of common stock, net of offering costs
—

 
—

 
—

 
—

 
4,444

 
—

 
70

 
—

 
—

 
70

 
—

 
70

Stock awards
—

 
—

 
—

 
—

 
16,879

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Common stock dividends
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(55,409
)
 
(55,409
)
 


 
(55,409
)
Common unit dividends
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(641
)
 
(641
)
Preferred stock dividends
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(5,716
)
 
(5,716
)
 
—

 
(5,716
)
Amortization of equity-based compensation
—

 
—

 
—

 
—

 
—

 
—

 
153

 
—

 


 
153

 
2

 
155

Balance at March 31, 2015 (As Restated)(1)
5,600,000

 
135,356

 
6,200,000

 
149,860

 
123,131,777

 
1,231

 
2,532,353

 
565,131

 
(705,703
)
 
2,678,228

 
29,386

 
2,707,614

(1)
For discussion of the restatement adjustments, see Note 16 - " Restatement of Previously Issued Financial Statements".

The accompanying notes are an integral part of this condensed consolidated financial statement.


 
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INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  
Three Months Ended March 31,
In thousands
2015 (As Restated) (1)
 
2014 (As Restated) (1)
Cash Flows from Operating Activities
 
 
 
Net loss
(11,860
)
 
(64,779
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Amortization of mortgage-backed and credit risk transfer securities premiums and (discounts), net
29,389

 
32,527

Amortization of residential loans and asset-backed securities premiums (discount), net
37

 
824

Amortization of commercial loan origination fees
(6
)
 
(1
)
(Reduction in) provision for loan losses
(62
)
 
207

Unrealized (gain) loss on derivative instruments, net
51,034

 
81,047

Unrealized (gain) loss on credit derivatives, net
(15,976
)
 
(13,914
)
(Gain) loss on sale of mortgage-backed and credit risk transfer securities, net
(2,172
)
 
17,772

Realized (gain) loss on derivative instruments, net
26,103

 
18,824

Realized (gain) loss on credit derivatives, net
792

 
—

Equity in earnings of unconsolidated ventures
(6,006
)
 
(441
)
Amortization of equity-based compensation
155

 
124

Amortization of deferred securitization and financing costs
794

 
719

Reclassification of amortization of net deferred losses on de-designated interest rate swaps
19,145

 
21,296

Non-cash interest income capitalized in commercial loans
—

 
(670
)
(Gain) loss on foreign currency transactions, net
1,500


—

Changes in operating assets and liabilities:
 
 
 
(Increase) decrease in operating assets
(53
)
 
1,389

Decrease in operating liabilities
(5,392
)
 
(5,877
)
Net cash provided by operating activities
87,422

 
89,047

Cash Flows from Investing Activities
 
 
 
Purchase of mortgage-backed and credit risk transfer securities
(726,494
)
 
(681,827
)
(Contributions) distributions (from) to investment in unconsolidated ventures, net
8,761

 
2,721

Change in other investments
(7,250
)
 
9,891

Principal payments from mortgage-backed and credit risk transfer securities
570,110

 
397,431

Proceeds from sale of mortgage-backed and credit risk transfer securities
180,790

 
949,905

Payments on sale of credit derivatives
(792
)
 
—

Payment of premiums for interest rate swaptions
(1,485
)
 
(4,688
)
Payments for termination of futures/currency forward contracts and TBAs
(2,360
)
 
(3,749
)
Purchase of residential loans held-for-investment
(372,305
)
 
(283,421
)
Principal payments from residential loans held-for-investment
138,210

 
21,951

Origination and advances of commercial loans, net of origination fees
(1,944
)
 
(27,478
)
Net cash (used in) provided by investing activities
(214,759
)
 
380,736

Cash Flows from Financing Activities
 
 
 
Proceeds from issuance of common stock
70

 
73

Repurchase of common stock
—

 
(21,129
)
Cost of issuance of preferred stock
(15
)
 
—

Due from counterparties
(23,626
)
 
(3,379
)
Collateral held payable
(10,590
)
 
(28,231
)
Proceeds from repurchase agreements
35,603,951

 
33,987,939

Principal repayments of repurchase agreements
(35,893,498
)
 
(34,587,304
)
Proceeds from asset-backed securities issued by securitization trusts
336,077

 
245,864

Principal repayments of asset-backed securities issued by securitization trusts
(130,394
)
 
(19,258
)
Proceeds from secured loans
600,000

 
—

Principal repayments on secured loans
(300,000
)
 
—

Payments of deferred costs
—

 
(512
)
Payments of dividends and distributions
(61,757
)
 
(66,087
)
Net cash provided by (used in) financing activities
120,218

 
(492,024
)
Net change in cash and cash equivalents
(7,119
)
 
(22,241
)
Cash and cash equivalents, beginning of period
164,144

 
210,612

Cash and cash equivalents, end of period
157,025

 
188,371

Supplement Disclosure of Cash Flow Information
 
 
 
Interest paid
59,713

 
50,363

Non-cash Investing and Financing Activities Information
 
 
 
Net change in unrealized gain on mortgage-backed and credit risk transfer securities
123,020

 
173,415

Dividends and distributions declared not paid
61,766

 
64,969

(Receivable) / payable for mortgage-backed and credit risk transfer securities sold / purchased, net
4,265

 
710,958

Repurchase agreements, not settled
(49
)
 
—

Collateral held payable, not settled
—

 
(4,319
)
Interest rate swaps terminated, not settled
19,055

 
—

Net change in due from counterparties
(985
)
 
—

(1)
For discussion of the restatement adjustments, see Note 16 - "Restatement of Previously Issued Financial Statements".
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
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Table of Contents


INVESCO MORTGAGE CAPITAL INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Organization and Business Operations
Invesco Mortgage Capital Inc. (the “Company”) is a Maryland corporation primarily focused on investing in, financing and managing residential and commercial mortgage-backed securities and mortgage loans. The Company is externally managed and advised by Invesco Advisers, Inc. (the "Manger"), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), a leading independent global investment management firm.
The Company conducts its business through IAS Operating Partnership LP (the “Operating Partnership”) as its sole general partner. As of March 31, 2015, the Company owned 98.9% of the Operating Partnership, and a wholly-owned subsidiary of Invesco owned the remaining 1.1%. The Company has one operating segment.
The Company primarily invests in:
•
Residential mortgage-backed securities ("RMBS") that are guaranteed by a U.S. government agency such as the Government National Mortgage Association, or a federally chartered corporation such as the Federal National Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Corporation ("Freddie Mac") (collectively "Agency RMBS");
•
RMBS that are not guaranteed by a U.S. government agency (“non-Agency RMBS”);
•
Credit risk transfer securities that are unsecured obligations issued by government-sponsored enterprises ("GSE CRT");
•
Commercial mortgage-backed securities ("CMBS");
•
Residential and commercial mortgage loans; and
•
Other real estate-related financing agreements.
The Company generally finances its investments through short- and long-term borrowings structured as repurchase agreements and secured loans. The Company finances its residential loans held-for-investment through asset-backed securities ("ABS") issued by consolidated securitization trusts. The Company has also financed investments through the issuances of debt and equity and may utilize other forms of financing in the future.
The Company elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes under the provisions of the Internal Revenue Code of 1986, as amended, commencing with the Company's taxable year ended December 31, 2009. To maintain the Company’s REIT qualification, the Company is generally required to distribute at least 90% of its REIT taxable income to its stockholders annually. The Company operates its business in a manner that permits exclusion from the "Investment Company" definition under the Investment Company Act of 1940, as amended.
Note 2 – Summary of Significant Accounting Policies (As Restated)
Restatement
The Company is restating its previously issued condensed consolidated balance sheets included in its Quarterly Report on Form 10-Q as of March 31, 2015 and 2014 and condensed consolidated statements of operations, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of equity, and condensed consolidated statements of cash flows for the three months ended March 31, 2015 and 2014, along with certain related notes (the "Restatement"). The impact of the Restatement is included in this Amendment No. 1 on Form 10-Q/A and is more specifically described in Note 16 - "Restatement of Previously Issued Financial Statements."
Basis of Presentation and Consolidation
The Company filed Amendment No. 1 to its Annual Report on Form 10-K/A on August 17, 2015 ("Form 10-K/A"). Certain disclosures included in the Company’s Form 10-K/A are not required to be included on an interim basis in the Company’s quarterly reports on Form 10-Q. The Company has condensed or omitted these disclosures. Therefore, this Form 10-Q/A should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2014.
In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair presentation of the financial condition and results of operations for the

 
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periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation.
The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and consolidate the financial statements of the Company and its controlled subsidiaries. The condensed consolidated financial statements also include the consolidation of certain securitization trusts that meet the definition of a variable interest entity ("VIE") because the Company has been deemed to be the primary beneficiary of the securitization trusts. These securitization trusts hold pools of residential mortgage loans and issue series of asset-backed securities payable from the cash flows generated by the underlying pools of residential mortgage loans. The securitizations are non-recourse financing for the residential mortgage loans held-for-investment. Generally, a portion of the asset-backed securities issued by the securitization trusts is sold to unaffiliated third parties and the balance is purchased by the Company. The Company classifies the underlying residential mortgage loans owned by the securitization trusts as residential loans held-for-investment in its condensed consolidated balance sheets. The asset-backed securities issued to third parties are recorded as liabilities on the Company's condensed consolidated balance sheets. The Company records interest income on the residential loans held-for-investment, interest expense on the asset-backed securities issued to third parties and direct operating expenses incurred by the securitization trusts in the Company's condensed consolidated statements of operations. The Company eliminates all intercompany balances and transactions between itself and the consolidated securitization trusts. The Company records the initial underlying assets and liabilities of the consolidated securitization trusts at their fair value upon consolidation into the Company and, as such, no gain or loss is recorded upon consolidation. Refer to Note 3 - "Variable Interest Entities" for additional information regarding the impact of consolidation of securitization trusts.
The consolidated securitization trusts are VIEs because the securitization trusts do not have equity that meets the definition of U.S. GAAP equity at risk. In determining if a securitization trust should be consolidated, the Company evaluates whether it has both (i) the power to direct the activities of the securitization trust that most significantly impact its economic performance and (ii) the right to receive benefits from the securitization trust or the obligation to absorb losses of the securitization trust that could be significant. The Company's determination of whether it is the primary beneficiary of a securitization trust includes both a qualitative and quantitative analysis. The Company determined that it was the primary beneficiary of certain securitization trusts because it was involved in certain aspects of the design of the securitization trusts and has certain default oversight rights on defaulted residential loans. In addition, the Company owns the most subordinated class of asset-backed securities issued by the securitization trusts and has the obligation to absorb losses and right to receive benefits from the securitization trust that could potentially be significant to the securitization trust. The Company assesses modifications to VIEs on an ongoing basis to determine if a significant reconsideration event has occurred that would change the Company's initial consolidation assessment.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Examples of estimates include, but are not limited to, estimates of the fair values of financial instruments, interest income on mortgage-backed and credit risk transfer securities, allowance for loan losses and other-than-temporary impairment charges. Actual results may differ from those estimates.
Significant Accounting Policies
Included in Note 2 to the consolidated financial statements of the Company’s 2014 Annual Report on Form 10-K/A is a summary of the Company's significant accounting policies. Provided below is a summary of additional accounting policies that are significant to the Company's condensed consolidated financial condition and results of operations for the three months ended March 31, 2015.
Mortgage-Backed and Credit Risk Transfer Securities
All of the Company’s mortgage-backed securities ("MBS") except for Agency interest-only securities ("Agency MBS IOs"), are classified as available-for-sale and reported at fair value. Fair value is determined by obtaining valuations from an independent source. If the fair value of a security is not available from a third-party pricing service, or such data appears unreliable, the Company may estimate the fair value of the security using a variety of methods including other pricing services, discounted cash flow analysis, matrix pricing, option adjusted spread models and other fundamental analysis of observable market factors.
The Company records its purchases of mortgage-backed and credit risk transfer securities on the trade date. Although the Company generally intends to hold most of its mortgage-backed and credit risk transfer securities until maturity, the Company may, from time to time, sell any of its mortgage-backed and credit risk transfer securities as part of its overall management of its investment portfolio.

 
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Unrealized gains or losses on all MBS, except for Agency MBS IOs, are recorded in accumulated other comprehensive income, a separate component of stockholders' equity, until sale or disposition of the investment. Upon sale or disposition, the cumulative gain or loss previously reported in stockholders' equity is recognized in income. Realized gains and losses from sales of MBS are determined based upon the specific identification method.
Agency MBS IOs are hybrid financial instruments that contain embedded derivatives. Agency MBS IOs are carried at fair value on the Company's balance sheet with changes in fair value recognized in the Company's condensed consolidated statement of operations because the embedded interest derivative in Agency MBS IOs cannot be reliably measured.
GSE CRTs are unsecured obligations of Fannie Mae and Freddie Mac. Coupon payments on the securities are based on LIBOR and principal payments are based on prepayments and defined credit events in a reference pool of mortgage loans that collateralize Agency RMBS. GSE CRTs are accounted for as hybrid financial instruments consisting of a debt host contract and an embedded derivative. GSE CRTs are measured at fair value. Unrealized gains or losses arising from changes in fair value of the debt host contract, excluding other-than-temporary impairment, are recognized in accumulated other comprehensive income, a separate component of stockholders’ equity, until sale or disposition of the investment. Upon sale or disposition of the debt host contract, the cumulative gain or loss previously reported as a separate component of stockholders’ equity is recognized in income. Realized gains and losses from sales of GSE CRTs are determined based upon the specific identification method. Realized and unrealized gains or losses arising from changes in fair value of the embedded derivative are recognized in realized and unrealized credit derivative income (loss), net in the Company’s condensed consolidated statement of operations.
The Company considers its portfolio of Agency RMBS to be of high credit quality under applicable accounting guidance. For non-Agency RMBS, GSE CRTs and CMBS, the Company does not rely on ratings from third party agencies to determine the credit quality of the investment. The Company uses internal models that analyze the loans underlying each security and evaluates factors including, but not limited to, delinquency status, loan-to-value ratios, borrower credit scores, occupancy status and geographic concentration to estimate the expected future cash flows. The Company places reliance on these internal models in determining credit quality.
While non-Agency RMBS, GSE CRTs and CMBS with expected future losses would generally be purchased at a discount to par, the potential for a significant adverse change in expected cash flows remains. The Company therefore evaluates each security for other-than-temporary impairment at least quarterly.
The determination of whether a security is other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. Consideration is given to (i) the length of time and the extent to which the fair value has been less than amortized cost, (ii) the financial condition and near-term prospects of recovery in fair value of the security, and (iii) the Company’s intent and ability to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.
The Company recognizes in earnings and reflects as a reduction in the cost basis of the security the amount of any other-than-temporary impairment related to credit losses or impairments on securities that the Company intends to sell or for which it is more likely than not that the Company will need to sell before recoveries. The amount of the other-than-temporary impairment on debt securities related to other factors is recorded consistent with changes in the fair value of all other available-for-sale securities as a component of condensed consolidated stockholders’ equity in other comprehensive income or loss with no change to the cost basis of the security.
Residential Loans Held-For-Investment
Residential loans held-for-investment are residential mortgage loans held by consolidated securitization trusts. Residential loans held-for-investment are carried at unpaid principal balance net of any premiums and an allowance for loan losses. The Company expects that it will be required to continue to consolidate the securitization trusts that hold the residential loans.
The Company establishes an allowance for residential loan losses based on the Company's estimate of credit losses. The Company calculates expected losses by estimating the default rate and expected loss severities on the loans. The Company considers the following factors in its evaluation of the allowance for loan losses:
•
Loan-to-value ratios, credit scores, geographic concentration and other observable data;
•
Historical default rates of loans with similar characteristics; and
•
Expected future macroeconomic trends including changes in home prices and the unemployment rate.

 
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Commercial Loans Held-For-Investment
Commercial loans held-for-investment by the Company are carried at cost, net of any allowance for loan losses. An individual loan is considered impaired when it is deemed probable that the Company will not be able to recover its investment and any other anticipated future payments. The Company generally considers the following factors in evaluating whether a commercial loan is impaired:
•
Loan-to-value ratios;
•
The most recent financial information available for each loan and associated properties, including net operating income, debt service coverage ratios, occupancy rates, rent rolls, as well as any other factors the Company considers relevant, including, but not limited to, specific loan trigger events that would indicate an adverse change in expected cash flows or payment delinquency;
•
Economic trends, both macroeconomic as well as those directly affecting the properties associated with the loans, and the supply and demand trends in the market in which the subject property is located; and
•
The loan sponsor or borrowing entity’s ability to ensure that properties associated with the loan are managed and operated sufficiently.
Where an individual commercial loan is deemed to be impaired, the Company records an allowance to reduce the carrying value of the loan to the current present value of expected future cash flows discounted at the loan’s effective interest rate, with a corresponding charge to provision for loan losses on the Company's condensed consolidated statements of operations.
Interest Income Recognition
Mortgage-Backed Securities
Interest income on MBS is accrued based on the outstanding principal balance of the securities and their contractual terms. Premiums or discounts are amortized or accreted into interest income over the life of the investment using the effective interest method. Interest income on the Company's non-Agency RMBS (and other prepayable mortgage-backed securities where the Company may not recover substantially all of its initial investment) is based on estimated cash flows. Management estimates, at the time of purchase, the future expected cash flows and determines the effective interest rate based on these estimated cash flows and the Company’s purchase price. Over the life of the investments, these estimated cash flows are updated and a revised yield is computed based on the current amortized cost of the investment. In estimating these cash flows, there are a number of assumptions that are subject to uncertainties and contingencies, including the rate and timing of principal payments (prepayments, repurchases, defaults and liquidations), the pass through or coupon rate and interest rate fluctuations. These uncertainties and contingencies are difficult to predict and are subject to future events that may impact management’s estimates and the Company's interest income.
For Agency RMBS that cannot be prepaid in such a way that the Company would not recover substantially all of its initial investment, interest income recognition is based on contractual cash flows. The Company does not estimate prepayments in applying the effective interest method.
Credit Risk Transfer Securities
Interest income on credit risk transfer securities is accrued based on the coupon rate of the debt host contract which reflects the credit risk of GSE unsecured senior debt with a similar maturity. Premiums or discounts associated with the purchase of credit risk transfer securities are amortized or accreted into interest income over the life of the debt host contract using the effective interest method. The difference between the coupon rate on the hybrid instrument and the coupon rate on the GSE CRT debt host contract is considered premium income associated with the embedded derivative and is recorded in realized and unrealized credit derivative income (loss), net in the Company’s condensed consolidated statement of operations.


 
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Residential Loans
The Company recognizes interest income from residential loans on an accrual basis and amortizes the related premiums into interest income using the effective interest method over the weighted average life of these loans. In estimating the weighted average life of these loans, there are a number of assumptions that are subject to estimation, including the rate and timing of principal payments, defaults, loss severity given default and other factors. Coupon interest is recognized as revenue when earned and deemed collectible or until a loan becomes more than 90 days past due, at which point the loan is placed on nonaccrual status. Interest previously accrued for loans that have been placed on non-accrual status is reversed against interest income in the period the loan is placed in nonaccrual status. Residential loans delinquent more than 90 days or in foreclosure are characterized as delinquent. Cash principal and interest that is advanced from servicers after a loan becomes greater than 90 days past due is recorded as a liability due to the servicer. When a delinquent loan previously placed on nonaccrual status has cured, meaning all delinquent principal and interest have been remitted by the borrower, the loan is placed back on accrual status. Alternatively, nonaccrual loans may be placed back on accrual status if restructured and after the loan is considered re-performing. A restructured loan is considered re-performing when the loan has been current for at least 12 months.
Commercial Loans
The Company recognizes interest income from commercial loans when earned and deemed collectible, or until a loan becomes past due based on the terms of the loan agreement. Any related originating fees, net of origination cost are amortized into interest income using the effective interest method over the life of the loan. Interest received after a loan becomes past due or impaired is used to reduce the outstanding loan principal balance. When a delinquent loan previously placed on nonaccrual status has cured, meaning all delinquent principal and interest have been remitted by the borrower, the loan is placed back on accrual status. Alternately, loans that have been individually impaired may be placed back on accrual status if restructured and after the loan is considered re-performing. A restructured loan is considered re-performing when the loan has been current for at least 12 months.
Repurchase Agreements
Effective January 1, 2015, the Company adopted Accounting Standard Update No. 2014-11, Transfers and Servicing (Topic 860): Repurchase-to Maturity Transactions, Repurchase Financings, and Disclosures ("ASU 2014-11"). Under the new standard, the Company no longer applies the "linked" accounting model to instances where the Company purchases mortgage-backed and credit risk transfer securities and enters into repurchase agreements to finance the purchase with the same counterparty. Purchases of mortgage-backed securities and repurchase financings are considered separately, and the repurchase agreement component of the transaction is accounted for as a secured borrowing. The Company records the mortgage-backed securities and the related repurchase agreement financing on a gross basis in its condensed consolidated balance sheets, and the corresponding interest income and interest expense on a gross basis in its condensed consolidated statements of operations.
None of the Company's repurchase financing transactions prior to January 1, 2015 qualified as linked transactions and were accounted for as derivatives. Accordingly, the Company did not record a cumulative effect adjustment to retained earnings as of January 1, 2015 as a result of adopting ASU 2014-11.
Comprehensive Income
The Company's comprehensive income consists of net income, as presented in the condensed consolidated statements of operations, adjusted for changes in fair value of MBS classified as available for sale securities; changes in the fair value of the debt host contract associated with GSE CRTs; and amortization of repurchase agreement interest expense resulting from the de-designation of derivatives previously accounted for as cash flow hedges. Unrealized gains and losses on the Company's MBS and the debt host contract associated with GSE CRTs are reclassified into net income upon their sale or termination.
Accounting for Derivative Financial Instruments
U.S. GAAP provides disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (i) how and why an entity uses derivative instruments; (ii) how derivative instruments and related hedged items are accounted for; and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. U.S. GAAP requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
The Company records all derivatives on the condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes

 
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in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts, such as credit default swaps, that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting under U.S. GAAP.
The Company is a party to hybrid financial instruments that contain embedded derivative instruments. At inception, the Company assesses whether the economic characteristics of the embedded derivative instruments are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the debt host contract), whether the financial instrument is remeasured to fair value through earnings and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded instrument possesses economic characteristics that are not clearly and closely related to the economic characteristics of the debt host contract, (2) the financial instrument is not remeasured to fair value through earnings and (3) a separate instrument with the same terms would qualify as a derivative instrument, the embedded instrument qualifies as an embedded derivative that is separated from the debt host contract. The embedded derivative is recorded at fair value, and changes in fair value are recorded in realized and unrealized credit derivative income (loss), net in the Company's condensed consolidated statement of operations.
Effective December 31, 2013, the Company voluntarily discontinued hedge accounting for its interest rate swap agreements by de-designating the interest rate swaps as cash flow hedges. No interest rate swaps were terminated in conjunction with this action, and the Company’s risk management and hedging practices were not impacted. However, the Company’s accounting for these transactions changed beginning January 1, 2014. All of the Company’s interest rate swaps had previously been accounted for as cash flow hedges under the applicable guidance. As a result of discontinuing hedge accounting, changes in the fair value of the interest rate swap agreements are recorded in gain (loss) on derivative instruments, net in the Company’s condensed consolidated statements of operations, rather than in accumulated other comprehensive income (loss) (“AOCI”). Also, net interest paid or received under the interest rate swaps, which up through December 31, 2013 was recognized in interest expense, is now recognized in gain (loss) on derivative instruments, net on the Company's condensed consolidated statements of operations. The interest rate swaps continue to be reported as derivative assets or derivative liabilities on the Company’s condensed consolidated balance sheets at their fair value.
As long as the forecasted transactions that were being hedged (i.e., rollovers of the Company’s repurchase agreement borrowings) are still expected to occur, the balance in AOCI from the interest rate swap activity up through December 31, 2013 will remain in AOCI and be recognized in the Company’s condensed consolidated statements of operations as interest expense over the remaining term of the interest rate swaps. Refer to Note 8 - "Derivatives and Hedging Activities" for further information.
The Company evaluates the terms and conditions of its holdings of swaptions, futures contracts, currency forward contracts and to-be-announced ("TBA") securities to determine if an instrument has the characteristics of an investment or should be considered a derivative under U.S. GAAP. Accordingly swaptions, futures contracts, currency forward contracts 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 the condensed consolidated statements of operations. The fair value of these swaptions, futures contracts, currency forward contracts and TBAs is included in derivative assets or derivative liabilities on the condensed consolidated balance sheets.
Reclassifications
Certain prior period reported amounts have been reclassified to be consistent with the current presentation. Such reclassifications had no impact on net income or equity attributable to common stockholders.
Recent Accounting Pronouncements Not Yet Adopted
In February 2015, the FASB issued modifications to existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the potential impact of the new guidance on its condensed consolidated financial statements, as well as the available transition methods.

 
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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 will be 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 fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The guidance should be applied on a retrospective basis. The balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. 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 Company is currently evaluating the potential impact of the new guidance on its condensed consolidated financial statements.
Note 3 – Variable Interest Entities
The Company's maximum risk of loss in VIEs in which the Company is not the primary beneficiary at March 31, 2015 is presented in the table below.
$ in thousands
Carrying Amount
 
Company's Maximum Risk of Loss
Non-Agency RMBS
2,947,675

 
2,947,675

CMBS
3,456,892

 
3,456,892

Total
6,404,567

 
6,404,567

Refer to Note 4 - "Mortgage-Backed and Credit Risk Transfer Securities" for additional details regarding these investments.
As discussed in Note 2 - "Summary of Significant Accounting Policies," the Company has determined that it is the primary beneficiary of certain securitization trusts. The following table presents a summary of the assets and liabilities of the Company's consolidated securitization trusts as of March 31, 2015 and December 31, 2014. Intercompany balances have been eliminated for purposes of this presentation.
$ in thousands
March 31, 2015
 
December 31, 2014
Residential loans, held-for-investment
3,597,147

 
3,365,003

Accrued interest receivable
11,050

 
10,562

Deferred costs
4,846

 
5,032

Total assets
3,613,043

 
3,380,597

Accrued interest and accrued expenses payable
9,143

 
8,692

Asset-backed securities issued by securitization trusts
3,133,527

 
2,929,820

Total liabilities
3,142,670

 
2,938,512

The Company’s risk with respect to each investment in a securitization trust is limited to its direct ownership in the securitization trust. The residential loans held by the consolidated securitization trusts are held solely to satisfy the liabilities of the securitization trusts, and the investors in the securitization trusts have no recourse to the general credit of the Company for the asset-backed securities issued by the securitization trusts. The assets of a consolidated securitization trust can only be used to satisfy the obligations of that trust. The Company is not contractually required and has not provided any additional financial support to the securitization trusts for the period ended March 31, 2015.

 
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During the three months ended March 31, 2015, the Company invested in and consolidated one new securitization trust. The following table presents the balances of the assets and liabilities of the newly consolidated securitization trust before consolidation into the Company. The current period activity for the securitization trust is reflected in the Company’s condensed consolidated financial statements.
$ in thousands
2015
Residential loans, held-for-investment
372,305

Accrued interest receivable
1,236

Total assets
373,541

Accrued interest and accrued expenses payable
1,236

Asset-backed securities issued by securitization trusts
372,305

Total liabilities
373,541

The Company did not deconsolidate any securitization trusts during the three months ended March 31, 2015.
Residential Loans Held by Consolidated Securitization Trusts
Residential loans held by consolidated securitization trusts are carried at unpaid principal balance net of any premiums and discount and allowance for loan losses. The residential loans are secured by a lien on the underlying residential property.
The following table details the carrying value for residential loans held-for-investment at March 31, 2015 and December 31, 2014.
$ in thousands
March 31, 2015
 
December 31, 2014
Principal balance
3,566,418

 
3,332,192

Unamortized premium (discount), net
31,409

 
33,553

Recorded investment
3,597,827

 
3,365,745

Allowance for loan losses
(680
)
 
(742
)
Carrying value
3,597,147

 
3,365,003


 
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The following table summarizes residential loans held-for-investment at March 31, 2015 by year of origination.
$ in thousands
2014
 
2013
 
2012
 
2011
 
2010
 
2009
 
2008
 
2007
 
Total
Portfolio Characteristics:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Loans
760

 
2,788

 
765

 
99

 
30

 
6

 
17

 
16

 
4,481

Current Principal Balance
573,464

 
2,160,438

 
665,613

 
103,886

 
30,021

 
2,754

 
16,515

 
13,727

 
3,566,418

Net Weighted Average Coupon Rate
3.49
%
 
3.47
%
 
3.25
%
 
3.38
%
 
3.70
%
 
3.69
%
 
4.96
%
 
4.73
%
 
3.44
%
Weighted Average Maturity (years)
29.13

 
28.23

 
27.70

 
26.18

 
25.63

 
24.18

 
23.34

 
22.26

 
28.15

Current Performance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Current
571,545

 
2,158,820

 
665,613

 
103,886

 
30,021

 
2,754

 
16,515

 
13,727

 
3,562,881

30 Days Delinquent
1,285

 
1,618

 
—

 
—

 
—

 
—

 
—

 
—

 
2,903

60 Days Delinquent
634

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
634

90+ Days Delinquent
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Bankruptcy/Foreclosure
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total
573,464

 
2,160,438

 
665,613

 
103,886

 
30,021

 
2,754

 
16,515

 
13,727

 
3,566,418

The following table summarizes the geographic concentrations of residential loans held-for-investment at March 31, 2015 based on principal balance outstanding.
State
Percent
California
53.5
%
New York
7.6
%
Massachusetts
5.8
%
Illinois
3.7
%
Other states (none greater than 3%)
29.4
%
Total
100.0
%
The following table presents future contractual minimum annual principal payments of residential loans held-for-investment at March 31, 2015.
$ in thousands
 
Scheduled Principal
March 31, 2015
Within one year
62,173

One to three years
131,815

Three to five years
142,940

Greater than or equal to five years
3,229,490

Total
3,566,418

Allowance for Loan Losses on Residential Loans Held by Consolidated Securitization Trusts
The following table summarizes the activity in the allowance for loan losses for the three months ended March 31, 2015 and 2014.
$ in thousands
March 31, 2015
 
March 31, 2014
Balance at beginning of period
(742
)
 
(884
)
Charge-offs, net
—

 
—

Reduction in (provision for) loan losses
62

 
(207
)
Balance at end of period
(680
)
 
(1,091
)
Asset-Backed Securities Issued by Securitization Trusts
Asset-backed securities issued by securitization trusts are recorded at principal balance net of unamortized premiums or discounts. Asset-backed securities issued by securitization trusts are issued in various tranches and have a weighted average

 
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contractual maturity of 28.80 years and 28.94 years at March 31, 2015 and December 31, 2014, respectively. The investors in the asset-backed securities are not affiliated with the Company and have no recourse to the general credit of the Company.
The asset-backed securities are collateralized by residential loans held in the securitization trusts as summarized in the following table at March 31, 2015 and December 31, 2014.
 
March 31, 2015
 
December 31, 2014
 
ABS
 
Residential loans
 
ABS
 
Residential loans
$ in thousands
Outstanding
 
Held as Collateral
 
Outstanding
 
Held as Collateral
Principal balance
3,106,212

 
3,566,418

 
2,902,378

 
3,332,192

Interest-only securities
14,574

 
—

 
15,040

 
—

Unamortized premium
23,371

 
39,497

 
23,735

 
41,928

Unamortized discount
(10,630
)
 
(8,088
)
 
(11,333
)
 
(8,375
)
Allowance for loan losses
—

 
(680
)
 
—

 
(742
)
Carrying value
3,133,527

 
3,597,147

 
2,929,820

 
3,365,003

Range of weighted average interest rates
2.8% - 4.0%

 
 
 
2.8% - 4.0%

 
 
Number of securitization trusts consolidated
11

 
 
 
10

 
 
The following table presents the estimated principal repayment schedule of asset-backed securities issued by securitization trusts at March 31, 2015 based on estimated cash flows of the underlying residential mortgage loans, as adjusted for projected prepayments and losses on such loans. The estimated principal repayments may differ from actual amounts to the extent prepayments and/or loan losses vary.
$ in thousands
 
Estimated principal repayment
March 31, 2015
Within one year
411,313

One to three years
676,771

Three to five years
511,839

Greater than or equal to five years
1,506,289

Total
3,106,212


 
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Note 4 – Mortgage-Backed and Credit Risk Transfer Securities (As Restated)
The following tables summarize the Company’s MBS and GSE CRT portfolio by asset type as of March 31, 2015 and December 31, 2014.
March 31, 2015 (As Restated)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ in thousands
Principal
Balance
 
Unamortized
Premium
(Discount)
 
Amortized
Cost
 
Unrealized
Gain/
(Loss), net
 
Fair
Value
 
Net
Weighted
Average
Coupon (1)
 
Period-
end
Weighted
Average
Yield (2)
 
Quarterly
Weighted
Average
Yield (3)
Agency RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 year fixed-rate
1,718,391

 
86,529

 
1,804,920

 
35,330

 
1,840,250

 
3.77
%
 
2.54
%
 
2.21
%
30 year fixed-rate
4,239,350

 
285,902

 
4,525,252

 
98,204

 
4,623,456

 
4.29
%
 
3.02
%
 
2.99
%
ARM*
448,286

 
5,345

 
453,631

 
9,711

 
463,342

 
2.75
%
 
2.41
%
 
2.69
%
Hybrid ARM
2,806,427

 
48,919

 
2,855,346

 
48,618

 
2,903,964

 
2.77
%
 
2.28
%
 
2.28
%
Total Agency pass-through
9,212,454

 
426,695

 
9,639,149

 
191,863

 
9,831,012

 
3.65
%
 
2.68
%
 
2.62
%
Agency-CMO(4)
1,997,925

 
(1,554,128
)
 
443,797

 
(548
)
 
443,249

 
2.29
%
 
4.91
%
 
3.71
%
Non-Agency RMBS(5)(6)
3,428,864

 
(569,772
)
 
2,859,092

 
88,583

 
2,947,675

 
3.55
%
 
4.03
%
 
4.35
%
GSE CRT(7)
633,000

 
25,054

 
658,054

 
3,713

 
661,767

 
1.02
%
 
0.50
%
 
0.50
%
CMBS(8)
3,218,583

 
52,371

 
3,270,954

 
185,938

 
3,456,892

 
4.71
%
 
4.36
%
 
4.34
%
Total
18,490,826

 
(1,619,780
)
 
16,871,046

 
469,549

 
17,340,595

 
3.58
%
 
3.21
%
 
3.20
%
* Adjustable-rate mortgage ("ARM")
 
(1)
Net weighted average coupon (“WAC”) as of March 31, 2015 is presented net of servicing and other fees.
(2)
Period-end weighted average yield is based on amortized cost as of March 31, 2015 and incorporates future prepayment and loss assumptions but excludes changes in anticipated interest rates.
(3)
Quarterly weighted average portfolio yield for the period was calculated by dividing interest income, including amortization of premiums and discounts, by the Company's average of the amortized cost of the investments. All yields are annualized.
(4)
Agency collateralized mortgage obligation ("Agency CMO") includes Agency MBS IOs, which represent 29.7% of the balance based on fair value.
(5)
Non-Agency RMBS held by the Company is 52.5% variable rate, 40.3% fixed rate, and 7.2% floating rate based on fair value.
(6)
Of the total discount in non-Agency RMBS, $392.5 million is non-accretable.
(7)
GSE CRT weighted average coupon and weighted average yield excludes embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net.
(8)
CMBS includes commercial real estate mezzanine loan pass-through certificates which represent 1.3% of the balance based on fair value.

 
17
 

Table of Contents


December 31, 2014 (As Restated)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ in thousands
Principal
Balance
 
Unamortized
Premium
(Discount)
 
Amortized
Cost
 
Unrealized
Gain/
(Loss), net
 
Fair
Value
 
Net
Weighted
Average
Coupon (1)
 
Period-
end
Weighted
Average
Yield (2)
 
Quarterly
Weighted
Average
Yield (3)
Agency RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 year fixed-rate
1,236,297

 
60,764

 
1,297,061

 
30,040

 
1,327,101

 
4.05
%
 
2.60
%
 
2.66
%
30 year fixed-rate
4,432,301

 
297,311

 
4,729,612

 
60,681

 
4,790,293

 
4.29
%
 
2.97
%
 
3.05
%
ARM
531,281

 
9,068

 
540,349

 
6,433

 
546,782

 
2.83
%
 
2.27
%
 
2.29
%
Hybrid ARM
2,901,078

 
50,757

 
2,951,835

 
25,083

 
2,976,918

 
2.78
%
 
2.34
%
 
2.24
%
Total Agency pass-through
9,100,957

 
417,900

 
9,518,857

 
122,237

 
9,641,094

 
3.69
%
 
2.68
%
 
2.71
%
Agency-CMO(4)
1,957,296

 
(1,502,785
)
 
454,511

 
(3,616
)
 
450,895

 
2.34
%
 
4.57
%
 
3.62
%
Non-Agency RMBS(5)(6)
3,555,249

 
(583,890
)
 
2,971,359

 
90,288

 
3,061,647

 
3.51
%
 
4.12
%
 
4.86
%
GSE CRT(7)
615,000

 
25,814

 
640,814

 
(15,390
)
 
625,424

 
1.03
%
 
0.49
%
 
0.48
%
CMBS(8)
3,277,208

 
54,893

 
3,332,101

 
137,734

 
3,469,835

 
4.74
%
 
4.39
%
 
4.38
%
Total
18,505,710

 
(1,588,068
)
 
16,917,642

 
331,253

 
17,248,895

 
3.61
%
 
3.24
%
 
3.36
%
 
(1)
Net WAC as of December 31, 2014 is presented net of servicing and other fees.
(2)
Period-end weighted average yield based on amortized cost as of December 31, 2014 incorporates future prepayment and loss assumptions but excludes changes in anticipated interest rates.
(3)
Quarterly weighted average portfolio yield for the period was calculated by dividing interest income, including amortization of premiums and discounts, by the Company's average of the amortized cost of the investments. All yields are annualized.
(4)
Agency collateralized mortgage obligation ("Agency CMO") includes Agency MBS IOs, which represent 29.1% of the balance based on fair value.
(5)
Non-Agency RMBS held by the Company is 52.8% variable rate, 40.1% fixed rate, and 7.1% floating rate based on fair value.
(6)
Of the total discount in non-Agency RMBS, $405.5 million is non-accretable.
(7)
GSE CRT weighted average coupon and weighted yield excludes embedded derivative coupon interest recorded as realized and unrealized credit derivative income (loss), net.
(8)
CMBS includes commercial real estate mezzanine loan pass-through certificates which represent 1.3% of the balance based on fair value.
The following table summarizes the Company's non-Agency RMBS portfolio by asset type as of March 31, 2015 and December 31, 2014.
$ in thousands
March 31, 2015
 
% of Non-Agency
 
December 31, 2014
 
% of Non-Agency
Re-REMIC
954,523

 
32.4
%
 
1,000,635

 
32.7
%
Prime
929,961

 
31.5
%
 
969,849

 
31.7
%
Alt-A
674,373

 
22.9
%
 
694,467

 
22.7
%
Subprime/reperforming
388,818

 
13.2
%
 
396,696

 
12.9
%
Total Non-Agency
2,947,675

 
100.0
%
 
3,061,647

 
100.0
%
The following table summarizes the credit enhancement provided to the Company's re-securitization of real estate mortgage investment conduit ("Re-REMIC") holdings as of March 31, 2015 and December 31, 2014.
  
Percentage of Re-REMIC Holdings at Fair Value
Re-REMIC Subordination(1)
March 31, 2015
 
December 31, 2014
0% - 10%
7.3
%
 
7.0
%
10% - 20%
4.5
%
 
4.4
%
20% - 30%
11.9
%
 
11.9
%
30% - 40%
25.7
%
 
26.1
%
40% - 50%
31.5
%
 
31.8
%
50% - 60%
15.5
%
 
15.2
%
60% - 70%
3.6
%
 
3.6
%
Total
100.0
%
 
100.0
%
 

 
18
 

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(1)
Subordination refers to the credit enhancement provided to the Re-REMIC tranche held by the Company by any junior Re-REMIC tranche or tranches in a resecuritization. This figure reflects the percentage of the balance of the underlying securities represented by any junior tranche or tranches at the time of resecuritization. Generally, principal losses on the underlying securities in excess of the subordination amount would result in principal losses on the Re-REMIC tranche held by the Company.
The components of the carrying value of the Company’s MBS and GSE CRT portfolio at March 31, 2015 and December 31, 2014 are presented below. 
$ in thousands
March 31, 2015 
  (As Restated)
 
December 31, 2014 
  (As Restated)
Principal balance
18,490,826

 
18,505,710

Unamortized premium
553,290

 
550,071

Unamortized discount
(2,173,070
)
 
(2,138,139
)
Gross unrealized gains
533,323

 
439,513

Gross unrealized losses
(63,774
)
 
(108,260
)
Fair value
17,340,595

 
17,248,895

The following table summarizes the Company’s MBS and GSE CRT portfolio according to estimated weighted average life classifications as of March 31, 2015 and December 31, 2014. 
$ in thousands
March 31, 2015
 
December 31, 2014
Less than one year
511,744

 
440,471

Greater than one year and less than five years
8,899,541

 
7,997,709

Greater than or equal to five years
7,929,310

 
8,810,715

Total
17,340,595

 
17,248,895



 
19
 

Table of Contents


The following tables present the estimated fair value and gross unrealized losses of the Company's MBS and GSE CRTs by length of time that such securities have been in a continuous unrealized loss position at March 31, 2015 and December 31, 2014.
March 31, 2015 
  (As Restated)
Less than 12 Months
 
12 Months or More
 
Total
$ in thousands
Fair
Value
 
Unrealized
Losses
 
Number
of
Securities
 
Fair
Value
 
Unrealized
Losses
 
Number
of
Securities
 
Fair
Value
 
Unrealized
Losses
 
Number
of
Securities
Agency RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 year fixed-rate
362,706

 
(320
)
 
9

 
80,040

 
(378
)
 
5

 
442,746

 
(698
)
 
14

30 year fixed-rate
386,616

 
(2,830
)
 
14

 
1,243,419

 
(20,710
)
 
45

 
1,630,035

 
(23,540
)
 
59

ARM
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Hybrid ARM
73,052

 
(68
)
 
4

 
12,670

 
(66
)
 
2

 
85,722

 
(134
)
 
6

Total Agency pass-through
822,374

 
(3,218
)
 
27

 
1,336,129

 
(21,154
)
 
52

 
2,158,503

 
(24,372
)
 
79

Agency-CMO
31,907

 
(4,171
)
 
16

 
161,321

 
(8,231
)
 
11

 
193,228

 
(12,402
)
 
27

Non-Agency RMBS
524,866

 
(4,180
)
 
30

 
363,863

 
(10,867
)
 
25

 
888,729

 
(15,047
)
 
55

GSE CRT(1)
204,279

 
(11,780
)
 
9

 
—

 
—

 
—

 
204,279

 
(11,780
)
 
9

CMBS
58,151

 
(87
)
 
7

 
32,662

 
(86
)
 
2

 
90,813

 
(173
)
 
9

Total
1,641,577

 
(23,436
)
 
89

 
1,893,975

 
(40,338
)
 
90

 
3,535,552

 
(63,774
)
 
179


(1) Balance includes unrealized losses on both the debt host contract and the embedded derivative.
December 31, 2014 
  (As Restated)
Less than 12 Months
 
12 Months or More
 
Total
$ in thousands
Fair
Value
 
Unrealized
Losses
 
Number
of
Securities
 
Fair
Value
 
Unrealized
Losses
 
Number
of
Securities
 
Fair
Value
 
Unrealized
Losses
 
Number
of
Securities
Agency RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 year fixed-rate
10,897

 
(42
)
 
1

 
105,644

 
(1,395
)
 
6

 
116,541

 
(1,437
)
 
7

30 year fixed-rate
137,680

 
(2,662
)
 
5

 
1,756,894

 
(40,181
)
 
62

 
1,894,574

 
(42,843
)
 
67

ARM
24,074

 
(9
)
 
1

 
3,719

 
(23
)
 
1

 
27,793

 
(32
)
 
2

Hybrid ARM
630,775

 
(1,544
)
 
28

 
20,361

 
(197
)
 
2

 
651,136

 
(1,741
)
 
30

Total Agency pass-through
803,426

 
(4,257
)
 
35

 
1,886,618

 
(41,796
)
 
71

 
2,690,044

 
(46,053
)
 
106

Agency-CMO
36,723

 
(6,192
)
 
18

 
265,863

 
(9,481
)
 
10

 
302,586

 
(15,673
)
 
28

Non-Agency RMBS
573,122

 
(5,799
)
 
34

 
354,532

 
(11,990
)
 
21

 
927,654

 
(17,789
)
 
55

GSE CRT(1)
306,603

 
(25,394
)
 
13

 
—

 
—

 
—

 
306,603

 
(25,394
)
 
13

CMBS
134,364

 
(277
)
 
11

 
227,452

 
(3,074
)
 
19

 
361,816

 
(3,351
)
 
30

Total
1,854,238

 
(41,919
)
 
111

 
2,734,465

 
(66,341
)
 
121

 
4,588,703

 
(108,260
)
 
232

(1) Balance includes unrealized losses on both the debt host contract and the embedded derivative.
Gross unrealized losses on the Company’s Agency RMBS were $24.4 million at March 31, 2015. Due to the inherent credit quality of Agency RMBS, the Company determined that at March 31, 2015, any unrealized losses on its Agency RMBS portfolio are temporary.
Gross unrealized losses on the Company’s Agency-CMO, non-Agency RMBS, GSE CRT and CMBS were $39.4 million at March 31, 2015. The Company does not consider these unrealized losses to be credit related, but rather due to non-credit related factors such as interest rate spreads, prepayment speeds, and market fluctuations. These investment securities are included in the Company’s assessment for other-than-temporary impairment on a quarterly basis.

 
20
 

Table of Contents


The following table presents the impact of the Company’s MBS and GSE CRT debt host contract on its accumulated other comprehensive income for the three months ended March 31, 2015 and 2014. The table excludes Agency MBS IOs because unrealized gains and losses on Agency MBS IOs are included in earnings on the condensed consolidated statements of operations.
$ in thousands
Three Months Ended 
 March 31, 2015 (As Restated)
 
Three Months Ended 
 March 31, 2014 (As Restated)
Accumulated other comprehensive income from investment securities:
 
 
 
Unrealized gain (loss) on MBS and GSE CRT at beginning of period
351,774

 
(160,083
)
Unrealized gain (loss) on MBS and GSE CRT
125,954

 
161,697

Reclassification of unrealized (gain) loss on sale of MBS and GSE CRT to gain (loss) on investments, net
(2,934
)
 
11,718

Balance at the end of period
474,794

 
13,332

During the three months ended March 31, 2015 and 2014, the Company reclassified $2.9 million of net unrealized gains and $11.7 million of net unrealized losses, respectively, from other comprehensive income into gain (loss) on investments, net as a result of the Company selling certain investments. The following table summarizes the Company's gross realized gains and losses during the three months ended March 31, 2015 and 2014.
$ in thousands
Three Months Ended 
 March 31, 2015 (As Restated)
 
Three Months Ended 
 March 31, 2014 (As Restated)
Gross realized gains on sale of investments
2,964

 
7,729

Gross realized losses on sale of investments
(30
)
 
(19,447
)
Net unrealized gains and losses on Agency MBS IOs
(762
)
 
(6,054
)
Total gains (loss) on investments, net
2,172

 
(17,772
)
The Company assesses its investment securities for other-than-temporary impairment on 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.” The Company evaluates each security that has had a fair value less than amortized cost for nine or more consecutive months for other-than-temporary impairment. This analysis includes evaluating the individual loans in each security to determine estimated future cash flows. Individual loan characteristics reviewed include, but are not limited to, delinquency status, loan-to-value ratios, borrower credit scores, occupancy status and geographic concentration. To the extent a security is deemed impaired, the amount by which the amortized cost exceeds the security's market value would be considered other-than-temporary impairment.
The Company did not have other-than-temporary impairments for the three months ended March 31, 2015 and 2014.
The following table presents components of interest income on the Company’s MBS and GSE CRT portfolio for the three months ended March 31, 2015 and 2014. GSE CRT interest income excludes coupon interest associated with embedded derivatives recorded in realized and unrealized credit derivative income (loss), net.
For the three months ended March 31, 2015 (As Restated)
$ in thousands
Coupon
Interest
 
Net (Premium
Amortization)/Discount
Accretion
 
Interest
Income
Agency
94,372

 
(26,859
)
 
67,513

Non-Agency
30,810

 
658

 
31,468

GSE CRT (as restated)
1,568

 
(760
)
 
808

CMBS
37,905

 
(2,428
)
 
35,477

Other
(1
)
 
—

 
(1
)
Total
164,654

 
(29,389
)
 
135,265


 
21
 

Table of Contents


For the three months ended March 31, 2014 (As Restated)
$ in thousands
Coupon
Interest
 
Net (Premium
Amortization)/Discount
Accretion
 
Interest
Income
Agency
105,483

 
(23,664
)
 
81,819

Non-Agency
35,555

 
1,531

 
37,086

GSE CRT (as restated)
1,178

 
(732
)
 
446

CMBS
38,612

 
(9,661
)
 
28,951

Other
103

 
—

 
103

Total
180,931

 
(32,526
)
 
148,405

Note 5 – Commercial Loans Held-for-Investment
Commercial loans held-for-investment consist of a first mortgage loan, mezzanine loans and other subordinate interests purchased or originated by the Company as of March 31, 2015 and December 31, 2014.
March 31, 2015
$ in thousands
Number of
loans
 
Principal
Balance
 
Unamortized (fees)/
costs, net
 
Carrying
value
 
Unfunded
commitment
First mortgage loan
1

 
19,978

 
28

 
20,006

 
1,623

Subordinate interests:
 
 
 
 
 
 
 
 
 
Mezzanine loans
4

 
73,587

 
(75
)
 
73,512

 
—

Other (1)
2

 
52,693

 
—

 
52,693

 
—

Total
7

 
146,258