Maryland
|
47-0934168
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
Large Accelerated Filer ☒
|
Accelerated Filer ☐
|
Non-Accelerated Filer ☐
|
Smaller Reporting Company ☐
|
Emerging Growth Company ☐
|
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March 31, 2018
|
|
December 31, 2017
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Investment securities, available for sale, at fair value (including pledged securities of $1,077,540 and $1,076,187, as of March 31, 2018 and December 31, 2017, respectively, and $48,857 and $47,922 held in securitization trusts as of March 31, 2018 and December 31, 2017, respectively)
|
$
|
1,400,370
|
|
|
$
|
1,413,081
|
|
Residential mortgage loans held in securitization trusts, net
|
70,864
|
|
|
73,820
|
|
||
Residential mortgage loans, at fair value
|
99,480
|
|
|
87,153
|
|
||
Distressed residential mortgage loans, net (including $119,201 and $121,791 held in securitization trusts as of March 31, 2018 and December 31, 2017, respectively)
|
322,072
|
|
|
331,464
|
|
||
Multi-family loans held in securitization trusts, at fair value
|
9,438,309
|
|
|
9,657,421
|
|
||
Derivative assets
|
9,815
|
|
|
846
|
|
||
Cash and cash equivalents
|
65,495
|
|
|
95,191
|
|
||
Investment in unconsolidated entities
|
51,921
|
|
|
51,143
|
|
||
Preferred equity and mezzanine loan investments
|
154,006
|
|
|
138,920
|
|
||
Real estate held for sale in consolidated variable interest entities
|
29,293
|
|
|
64,202
|
|
||
Goodwill
|
25,222
|
|
|
25,222
|
|
||
Receivables and other assets
|
99,032
|
|
|
117,822
|
|
||
Total Assets
(1)
|
$
|
11,765,879
|
|
|
$
|
12,056,285
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Financing arrangements, portfolio investments
|
$
|
1,287,314
|
|
|
$
|
1,276,918
|
|
Financing arrangements, residential mortgage loans
|
149,049
|
|
|
149,063
|
|
||
Residential collateralized debt obligations
|
67,154
|
|
|
70,308
|
|
||
Multi-family collateralized debt obligations, at fair value
|
8,953,467
|
|
|
9,189,459
|
|
||
Securitized debt
|
70,215
|
|
|
81,537
|
|
||
Mortgages and notes payable in consolidated variable interest entities
|
32,072
|
|
|
57,124
|
|
||
Accrued expenses and other liabilities
|
81,579
|
|
|
82,126
|
|
||
Subordinated debentures
|
45,000
|
|
|
45,000
|
|
||
Convertible notes
|
129,242
|
|
|
128,749
|
|
||
Total liabilities
(1)
|
10,815,092
|
|
|
11,080,284
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 7.75% Series B cumulative redeemable, $25 liquidation preference per share, 6,000,000 shares authorized, 3,000,000 shares issued and outstanding
|
72,397
|
|
|
72,397
|
|
||
Preferred stock, $0.01 par value, 7.875% Series C cumulative redeemable, $25 liquidation preference per share, 4,140,000 shares authorized, 3,600,000 shares issued and outstanding
|
86,862
|
|
|
86,862
|
|
||
Preferred stock, $0.01 par value, 8.00% Series D Fixed-to-Floating Rate cumulative redeemable, $25 liquidation preference per share, 5,750,000 shares authorized and 5,400,000 shares issued and outstanding
|
130,496
|
|
|
130,496
|
|
||
Common stock, $0.01 par value, 400,000,000 shares authorized, 112,116,506 and 111,909,909 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
|
1,121
|
|
|
1,119
|
|
||
Additional paid-in capital
|
751,542
|
|
|
751,155
|
|
||
Accumulated other comprehensive (loss) income
|
(18,925
|
)
|
|
5,553
|
|
||
Accumulated deficit
|
(74,447
|
)
|
|
(75,717
|
)
|
||
Company's stockholders' equity
|
949,046
|
|
|
971,865
|
|
||
Non-controlling interest in consolidated variable interest entities
|
1,741
|
|
|
4,136
|
|
||
Total equity
|
950,787
|
|
|
976,001
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
11,765,879
|
|
|
$
|
12,056,285
|
|
(1)
|
Our condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs") as the Company is the primary beneficiary of these VIEs. As of
March 31, 2018
and
December 31, 2017
, assets of consolidated VIEs totaled
$9,771,205
and
$10,041,468
, respectively, and the liabilities of consolidated VIEs totaled
$9,157,640
and
$9,436,421
, respectively. See Note 10 for further discussion.
|
|
For the Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
INTEREST INCOME:
|
|
|
|
||||
Investment securities and other
|
$
|
16,258
|
|
|
$
|
9,801
|
|
Multi-family loans held in securitization trusts
|
85,092
|
|
|
61,304
|
|
||
Residential mortgage loans
|
2,187
|
|
|
1,242
|
|
||
Distressed residential mortgage loans
|
5,354
|
|
|
6,038
|
|
||
Total interest income
|
108,891
|
|
|
78,385
|
|
||
|
|
|
|
||||
INTEREST EXPENSE:
|
|
|
|
||||
Investment securities and other
|
9,651
|
|
|
5,569
|
|
||
Convertible notes
|
2,649
|
|
|
1,975
|
|
||
Multi-family collateralized debt obligations
|
74,478
|
|
|
53,932
|
|
||
Residential collateralized debt obligations
|
411
|
|
|
336
|
|
||
Securitized debt
|
1,330
|
|
|
2,115
|
|
||
Subordinated debentures
|
620
|
|
|
540
|
|
||
Total interest expense
|
89,139
|
|
|
64,467
|
|
||
|
|
|
|
||||
NET INTEREST INCOME
|
19,752
|
|
|
13,918
|
|
||
|
|
|
|
||||
OTHER INCOME (LOSS):
|
|
|
|
||||
(Provision for) recovery of loan losses
|
(42
|
)
|
|
188
|
|
||
Realized loss on investment securities and related hedges, net
|
(3,423
|
)
|
|
(1,223
|
)
|
||
Realized (loss) gain on distressed residential mortgage loans at carrying value, net
|
(773
|
)
|
|
11,971
|
|
||
Net loss on residential mortgage loans at fair value
|
(166
|
)
|
|
—
|
|
||
Unrealized gain on investment securities and related hedges, net
|
11,692
|
|
|
1,546
|
|
||
Unrealized gain on multi-family loans and debt held in securitization trusts, net
|
7,545
|
|
|
1,384
|
|
||
Income from operating real estate and real estate held for sale in consolidated variable interest entities
|
2,126
|
|
|
—
|
|
||
Other income
|
3,994
|
|
|
2,839
|
|
||
Total other income
|
20,953
|
|
|
16,705
|
|
||
|
|
|
|
||||
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
|
|
|
|
||||
General and administrative expenses
|
4,656
|
|
|
4,887
|
|
||
Base management and incentive fees
|
833
|
|
|
3,078
|
|
||
Expenses related to distressed residential mortgage loans
|
1,603
|
|
|
2,239
|
|
||
Expenses related to operating real estate and real estate held for sale in consolidated variable interest entities
|
1,606
|
|
|
—
|
|
||
Total general, administrative and operating expenses
|
8,698
|
|
|
10,204
|
|
||
|
|
|
|
||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES
|
32,007
|
|
|
20,419
|
|
||
Income tax (benefit) expense
|
(79
|
)
|
|
1,237
|
|
||
|
|
|
|
||||
NET INCOME
|
32,086
|
|
|
19,182
|
|
||
Net income attributable to non-controlling interest in consolidated variable interest entities
|
(2,468
|
)
|
|
—
|
|
||
NET INCOME ATTRIBUTABLE TO COMPANY
|
29,618
|
|
|
19,182
|
|
||
Preferred stock dividends
|
(5,925
|
)
|
|
(3,225
|
)
|
||
NET INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
|
$
|
23,693
|
|
|
$
|
15,957
|
|
|
|
|
|
||||
Basic earnings per common share
|
$
|
0.21
|
|
|
$
|
0.14
|
|
Diluted earnings per common share
|
$
|
0.20
|
|
|
$
|
0.14
|
|
Weighted average shares outstanding-basic
|
112,018
|
|
|
111,721
|
|
||
Weighted average shares outstanding-diluted
|
131,761
|
|
|
126,602
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
NET INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
|
$
|
23,693
|
|
|
$
|
15,957
|
|
OTHER COMPREHENSIVE (LOSS) INCOME
|
|
|
|
||||
(Decrease) increase in fair value of available for sale securities
|
(24,478
|
)
|
|
3,278
|
|
||
Reclassification adjustment for net gain included in net income
|
—
|
|
|
(522
|
)
|
||
Increase in fair value of derivative instruments utilized for cash flow hedges
|
—
|
|
|
164
|
|
||
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME
|
(24,478
|
)
|
|
2,920
|
|
||
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
|
$
|
(785
|
)
|
|
$
|
18,877
|
|
|
Common
Stock
|
|
Preferred
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Company Stockholders' Equity
|
|
Non-Controlling Interest in Consolidated VIE
|
|
Total
|
||||||||||||||||
Balance, December 31, 2017
|
$
|
1,119
|
|
|
$
|
289,755
|
|
|
$
|
751,155
|
|
|
$
|
(75,717
|
)
|
|
$
|
5,553
|
|
|
$
|
971,865
|
|
|
$
|
4,136
|
|
|
$
|
976,001
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
29,618
|
|
|
—
|
|
|
29,618
|
|
|
2,468
|
|
|
32,086
|
|
||||||||
Common Stock issuance, net
|
2
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
—
|
|
|
389
|
|
|
—
|
|
|
389
|
|
||||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,423
|
)
|
|
—
|
|
|
(22,423
|
)
|
|
—
|
|
|
(22,423
|
)
|
||||||||
Dividends declared on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,925
|
)
|
|
—
|
|
|
(5,925
|
)
|
|
—
|
|
|
(5,925
|
)
|
||||||||
Decrease in fair value of available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,478
|
)
|
|
(24,478
|
)
|
|
—
|
|
|
(24,478
|
)
|
||||||||
Decrease in non-controlling interest related to de-consolidation of variable interest entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,863
|
)
|
|
(4,863
|
)
|
||||||||
Balance, March 31, 2018
|
$
|
1,121
|
|
|
$
|
289,755
|
|
|
$
|
751,542
|
|
|
$
|
(74,447
|
)
|
|
$
|
(18,925
|
)
|
|
$
|
949,046
|
|
|
$
|
1,741
|
|
|
$
|
950,787
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
32,086
|
|
|
$
|
19,182
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Net (accretion) amortization
|
(5,729
|
)
|
|
1,123
|
|
||
Realized loss on investment securities and related hedges, net
|
3,423
|
|
|
1,223
|
|
||
Net loss (gain) on distressed residential mortgage and residential mortgage loans
|
939
|
|
|
(11,971
|
)
|
||
Unrealized gain on investment securities and related hedges, net
|
(11,692
|
)
|
|
(1,546
|
)
|
||
Gain on sale of real estate held for sale in consolidated variable interest entities
|
(2,328
|
)
|
|
—
|
|
||
Unrealized gain on loans and debt held in multi-family securitization trusts
|
(7,545
|
)
|
|
(1,384
|
)
|
||
Net decrease in loans held for sale
|
8
|
|
|
10
|
|
||
Provision for (recovery of) loan losses
|
42
|
|
|
(188
|
)
|
||
Income from unconsolidated entity, preferred equity and mezzanine loan investments
|
(6,090
|
)
|
|
(5,796
|
)
|
||
Distributions of income from unconsolidated entity, preferred equity and mezzanine loan investments
|
3,926
|
|
|
3,170
|
|
||
Amortization of stock based compensation, net
|
387
|
|
|
40
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Receivables and other assets
|
117
|
|
|
(1,645
|
)
|
||
Accrued expenses and other liabilities
|
(435
|
)
|
|
4,903
|
|
||
Net cash provided by operating activities
|
7,109
|
|
|
7,121
|
|
||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Cash received from initial consolidation of variable interest entities
|
—
|
|
|
112
|
|
||
Net proceeds from sale of real estate in consolidated variable interest entities
|
33,192
|
|
|
—
|
|
||
Proceeds from sales of investment securities
|
10,080
|
|
|
35,996
|
|
||
Purchases of investment securities
|
(60,321
|
)
|
|
(58,925
|
)
|
||
Purchases of other assets
|
(2
|
)
|
|
(23
|
)
|
||
Capital expenditures on operating real estate and real estate held for sale in consolidated variable interest entities
|
(46
|
)
|
|
—
|
|
||
Funding of preferred equity, equity and mezzanine loan investments
|
(18,210
|
)
|
|
(1,300
|
)
|
||
Principal repayments received on preferred equity and mezzanine loan investments
|
3,871
|
|
|
479
|
|
||
Return of capital from unconsolidated entity investments
|
638
|
|
|
930
|
|
||
Net proceeds from other derivative instruments settled during the period
|
—
|
|
|
630
|
|
||
Principal repayments received on residential mortgage loans held in securitization trusts
|
3,047
|
|
|
3,395
|
|
||
Principal repayments and proceeds from sales and refinancing of distressed residential mortgage loans
|
9,288
|
|
|
73,477
|
|
||
Principal repayments received on multi-family loans held in securitization trusts
|
34,434
|
|
|
36,477
|
|
||
Principal paydowns on investment securities - available for sale
|
35,365
|
|
|
32,783
|
|
||
Proceeds from sale of real estate owned
|
943
|
|
|
1,615
|
|
||
Purchases of residential mortgage loans and distressed residential mortgage loans
|
(15,966
|
)
|
|
(18,129
|
)
|
||
Purchases of investments held in multi-family securitization trusts
|
—
|
|
|
(65,453
|
)
|
||
Net cash provided by investing activities
|
36,313
|
|
|
42,064
|
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Net proceeds from (payments made on) financing arrangements
|
10,215
|
|
|
(90,854
|
)
|
||
Proceeds from issuance of convertible notes
|
—
|
|
|
126,995
|
|
||
Common stock issuance, net
|
—
|
|
|
574
|
|
||
Dividends paid on common stock
|
(22,382
|
)
|
|
(26,754
|
)
|
||
Dividends paid on preferred stock
|
(5,985
|
)
|
|
(3,225
|
)
|
||
Payments made on mortgages and notes payable in consolidated variable interest entities
|
(25,565
|
)
|
|
—
|
|
||
Proceeds from mortgages and notes payable in consolidated variable interest entities
|
505
|
|
|
—
|
|
||
Payments made on residential collateralized debt obligations
|
(3,167
|
)
|
|
(3,758
|
)
|
||
Payments made on multi-family collateralized debt obligations
|
(34,437
|
)
|
|
(36,473
|
)
|
||
Payments made on securitized debt
|
(11,753
|
)
|
|
(11,662
|
)
|
||
Net cash used in financing activities
|
(92,569
|
)
|
|
(45,157
|
)
|
||
|
|
|
|
||||
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash
|
(49,147
|
)
|
|
4,028
|
|
||
Cash, Cash Equivalents and Restricted Cash - Beginning of Period
|
115,450
|
|
|
139,530
|
|
||
Cash, Cash Equivalents and Restricted Cash - End of Period
|
$
|
66,303
|
|
|
$
|
143,558
|
|
|
|
|
|
|
|
|
|
||||
Supplemental Disclosure:
|
|
|
|
||||
Cash paid for interest
|
$
|
103,316
|
|
|
$
|
71,332
|
|
Cash paid for income taxes
|
$
|
642
|
|
|
$
|
255
|
|
Non-Cash Investment Activities:
|
|
|
|
||||
Sales of investment securities not yet settled
|
$
|
—
|
|
|
$
|
1,301
|
|
Purchase of investment securities not yet settled
|
$
|
—
|
|
|
$
|
141,894
|
|
Consolidation of multi-family loans held in securitization trusts
|
$
|
—
|
|
|
$
|
1,537,526
|
|
Consolidation of multi-family collateralized debt obligations
|
$
|
—
|
|
|
$
|
1,472,073
|
|
Transfer from residential loans to real estate owned
|
$
|
1,992
|
|
|
$
|
2,357
|
|
|
|
|
|
||||
Non-Cash Financing Activities:
|
|
|
|
||||
Dividends declared on common stock to be paid in subsequent period
|
$
|
22,423
|
|
|
$
|
26,754
|
|
Dividends declared on preferred stock to be paid in subsequent period
|
$
|
5,925
|
|
|
$
|
3,225
|
|
|
|
|
|
||||
Cash, Cash Equivalents and Restricted Cash Reconciliation:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
65,495
|
|
|
$
|
73,033
|
|
Restricted cash included in receivables and other assets
|
808
|
|
|
70,525
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
66,303
|
|
|
$
|
143,558
|
|
1.
|
Organization
|
3.
|
Investment Securities Available For Sale
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Amortized Cost
|
|
Unrealized
|
|
Fair Value
|
|
Amortized Cost
|
|
Unrealized
|
|
Fair Value
|
||||||||||||||||||||
|
|
Gains
|
|
Losses
|
|
|
|
Gains
|
|
Losses
|
|
||||||||||||||||||||
Agency RMBS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Agency ARMs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Freddie Mac
|
$
|
31,925
|
|
|
$
|
—
|
|
|
$
|
(1,100
|
)
|
|
$
|
30,825
|
|
|
$
|
33,623
|
|
|
$
|
16
|
|
|
$
|
(852
|
)
|
|
$
|
32,787
|
|
Fannie Mae
|
52,933
|
|
|
—
|
|
|
(1,568
|
)
|
|
51,365
|
|
|
54,958
|
|
|
6
|
|
|
(1,236
|
)
|
|
53,728
|
|
||||||||
Ginnie Mae
|
4,529
|
|
|
—
|
|
|
(144
|
)
|
|
4,385
|
|
|
4,750
|
|
|
—
|
|
|
(193
|
)
|
|
4,557
|
|
||||||||
Total Agency ARMs
|
89,387
|
|
|
—
|
|
|
(2,812
|
)
|
|
86,575
|
|
|
93,331
|
|
|
22
|
|
|
(2,281
|
)
|
|
91,072
|
|
||||||||
Agency Fixed- Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Freddie Mac
|
94,005
|
|
|
—
|
|
|
(2,436
|
)
|
|
91,569
|
|
|
20,804
|
|
|
—
|
|
|
(736
|
)
|
|
20,068
|
|
||||||||
Fannie Mae
|
997,759
|
|
|
—
|
|
|
(33,190
|
)
|
|
964,569
|
|
|
1,038,363
|
|
|
669
|
|
|
(12,174
|
)
|
|
1,026,858
|
|
||||||||
Ginnie Mae
|
356
|
|
|
—
|
|
|
(9
|
)
|
|
347
|
|
|
365
|
|
|
—
|
|
|
(6
|
)
|
|
359
|
|
||||||||
Total Agency Fixed-Rate
|
1,092,120
|
|
|
—
|
|
|
(35,635
|
)
|
|
1,056,485
|
|
|
1,059,532
|
|
|
669
|
|
|
(12,916
|
)
|
|
1,047,285
|
|
||||||||
Agency IOs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Freddie Mac
|
5,912
|
|
|
—
|
|
|
(2,268
|
)
|
|
3,644
|
|
|
8,436
|
|
|
19
|
|
|
(2,756
|
)
|
|
5,699
|
|
||||||||
Fannie Mae
|
5,002
|
|
|
4
|
|
|
(1,631
|
)
|
|
3,375
|
|
|
11,310
|
|
|
22
|
|
|
(2,989
|
)
|
|
8,343
|
|
||||||||
Ginnie Mae
|
14,934
|
|
|
52
|
|
|
(3,620
|
)
|
|
11,366
|
|
|
21,621
|
|
|
230
|
|
|
(4,714
|
)
|
|
17,137
|
|
||||||||
Total Agency IOs
|
25,848
|
|
|
56
|
|
|
(7,519
|
)
|
|
18,385
|
|
|
41,367
|
|
|
271
|
|
|
(10,459
|
)
|
|
31,179
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Agency RMBS
|
1,207,355
|
|
|
56
|
|
|
(45,966
|
)
|
|
1,161,445
|
|
|
1,194,230
|
|
|
962
|
|
|
(25,656
|
)
|
|
1,169,536
|
|
||||||||
Non-Agency RMBS
|
98,053
|
|
|
1,168
|
|
|
(9
|
)
|
|
99,212
|
|
|
100,291
|
|
|
1,852
|
|
|
(18
|
)
|
|
102,125
|
|
||||||||
CMBS
(1)
|
121,360
|
|
|
18,353
|
|
|
—
|
|
|
139,713
|
|
|
123,203
|
|
|
18,217
|
|
|
—
|
|
|
141,420
|
|
||||||||
Total investment securities available for sale
|
$
|
1,426,768
|
|
|
$
|
19,577
|
|
|
$
|
(45,975
|
)
|
|
$
|
1,400,370
|
|
|
$
|
1,417,724
|
|
|
$
|
21,031
|
|
|
$
|
(25,674
|
)
|
|
$
|
1,413,081
|
|
(1)
|
Included in CMBS is
$48.9 million
and
$47.9 million
of investment securities available for sale held in securitization trusts as of
March 31, 2018
and
December 31, 2017
, respectively.
|
Weighted Average Life
|
March 31, 2018
|
|
December 31, 2017
|
||||
0 to 5 years
|
$
|
388,319
|
|
|
$
|
426,061
|
|
Over 5 to 10 years
|
946,709
|
|
|
970,336
|
|
||
10+ years
|
65,342
|
|
|
16,684
|
|
||
Total
|
$
|
1,400,370
|
|
|
$
|
1,413,081
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Less than 6
months |
|
6 to 24
months |
|
More than
24 months |
|
Total
|
|
Less than
6 months |
|
6 to 24
months |
|
More than
24 months |
|
Total
|
||||||||||||||||
Agency RMBS
|
$
|
26,019
|
|
|
$
|
17,856
|
|
|
$
|
1,117,570
|
|
|
$
|
1,161,445
|
|
|
$
|
26,876
|
|
|
$
|
24,726
|
|
|
$
|
1,117,934
|
|
|
$
|
1,169,536
|
|
Non-Agency RMBS
|
14,947
|
|
|
—
|
|
|
84,265
|
|
|
99,212
|
|
|
84,461
|
|
|
—
|
|
|
17,664
|
|
|
102,125
|
|
||||||||
CMBS
|
68,286
|
|
|
—
|
|
|
71,427
|
|
|
139,713
|
|
|
70,791
|
|
|
—
|
|
|
70,629
|
|
|
141,420
|
|
||||||||
Total investment securities available for sale
|
$
|
109,252
|
|
|
$
|
17,856
|
|
|
$
|
1,273,262
|
|
|
$
|
1,400,370
|
|
|
$
|
182,128
|
|
|
$
|
24,726
|
|
|
$
|
1,206,227
|
|
|
$
|
1,413,081
|
|
March 31, 2018
|
Less than 12 months
|
|
Greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Carrying
Value
|
|
Gross
Unrealized
Losses
|
|
Carrying
Value
|
|
Gross
Unrealized
Losses
|
|
Carrying
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Agency RMBS
|
$
|
822,431
|
|
|
$
|
(21,290
|
)
|
|
$
|
320,630
|
|
|
$
|
(17,156
|
)
|
|
$
|
1,143,061
|
|
|
$
|
(38,446
|
)
|
Non-Agency RMBS
|
—
|
|
|
—
|
|
|
189
|
|
|
(9
|
)
|
|
189
|
|
|
(9
|
)
|
||||||
Total investment securities available for sale
|
$
|
822,431
|
|
|
$
|
(21,290
|
)
|
|
$
|
320,819
|
|
|
$
|
(17,165
|
)
|
|
$
|
1,143,250
|
|
|
$
|
(38,455
|
)
|
December 31, 2017
|
Less than 12 months
|
|
Greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Carrying
Value
|
|
Gross
Unrealized
Losses
|
|
Carrying
Value
|
|
Gross
Unrealized
Losses
|
|
Carrying
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Agency RMBS
|
$
|
511,313
|
|
|
$
|
(1,807
|
)
|
|
$
|
342,963
|
|
|
$
|
(13,390
|
)
|
|
$
|
854,276
|
|
|
$
|
(15,197
|
)
|
Non-Agency RMBS
|
—
|
|
|
—
|
|
|
193
|
|
|
(18
|
)
|
|
193
|
|
|
(18
|
)
|
||||||
Total investment securities available for sale
|
$
|
511,313
|
|
|
$
|
(1,807
|
)
|
|
$
|
343,156
|
|
|
$
|
(13,408
|
)
|
|
$
|
854,469
|
|
|
$
|
(15,215
|
)
|
4.
|
Residential Mortgage Loans Held in Securitization Trusts, Net and Real Estate Owned
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Unpaid principal balance
|
$
|
74,472
|
|
|
$
|
77,519
|
|
Deferred origination costs – net
|
473
|
|
|
492
|
|
||
Reserve for loan losses
|
(4,081
|
)
|
|
(4,191
|
)
|
||
Total
|
$
|
70,864
|
|
|
$
|
73,820
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
4,191
|
|
|
$
|
3,782
|
|
(Recovery of) provision for loan losses
|
(110
|
)
|
|
15
|
|
||
Transfer to real estate owned
|
—
|
|
|
—
|
|
||
Charge-offs
|
—
|
|
|
—
|
|
||
Balance at the end of period
|
$
|
4,081
|
|
|
$
|
3,797
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
111
|
|
|
$
|
150
|
|
Write downs
|
—
|
|
|
—
|
|
||
Transfer from/(to) mortgage loans held in securitization trusts
|
—
|
|
|
—
|
|
||
Disposal
|
—
|
|
|
(150
|
)
|
||
Balance at the end of period
|
$
|
111
|
|
|
$
|
—
|
|
Days Late
|
Number of
Delinquent
Loans
|
|
Total
Unpaid
Principal
|
|
% of Loan
Portfolio
|
|||
30 - 60
|
1
|
|
$
|
315
|
|
|
0.42
|
%
|
61 - 90
|
1
|
|
$
|
255
|
|
|
0.34
|
%
|
90 +
|
25
|
|
$
|
16,295
|
|
|
21.85
|
%
|
Real estate owned through foreclosure
|
1
|
|
$
|
118
|
|
|
0.16
|
%
|
Days Late
|
Number of Delinquent
Loans
|
|
Total
Unpaid Principal
|
|
% of Loan
Portfolio
|
|||
30 - 60
|
1
|
|
$
|
203
|
|
|
0.26
|
%
|
61 - 90
|
1
|
|
$
|
173
|
|
|
0.22
|
%
|
90 +
|
24
|
|
$
|
16,147
|
|
|
20.80
|
%
|
Real estate owned through foreclosure
|
1
|
|
$
|
118
|
|
|
0.15
|
%
|
|
March 31, 2018
|
|
December 31, 2017
|
||
New York
|
32.4
|
%
|
|
31.8
|
%
|
Massachusetts
|
20.1
|
%
|
|
20.7
|
%
|
New Jersey
|
12.3
|
%
|
|
11.9
|
%
|
Florida
|
9.1
|
%
|
|
8.8
|
%
|
Connecticut
|
7.5
|
%
|
|
7.3
|
%
|
Maryland
|
5.4
|
%
|
|
5.2
|
%
|
5.
|
Residential Mortgage Loans, At Fair Value
|
|
|
Principal
|
|
Premium/(Discount)
|
|
Unrealized Gains/(Losses)
|
|
Carrying Value
|
||||||||
March 31, 2018
|
|
$
|
104,394
|
|
|
$
|
(4,667
|
)
|
|
$
|
(247
|
)
|
|
$
|
99,480
|
|
December 31, 2017
|
|
$
|
92,105
|
|
|
$
|
(4,911
|
)
|
|
$
|
(41
|
)
|
|
$
|
87,153
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Net realized gain on payoff and sale of loans
|
$
|
40
|
|
|
$
|
—
|
|
Net unrealized losses
|
(206
|
)
|
|
—
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||
California
|
36.4
|
%
|
|
35.9
|
%
|
New Jersey
|
7.9
|
%
|
|
7.7
|
%
|
Florida
|
6.6
|
%
|
|
6.6
|
%
|
|
Fair Value
|
|
Unpaid Principal Balance
|
|
Difference
|
||||||
March 31, 2018
|
$
|
1,336
|
|
|
$
|
1,543
|
|
|
$
|
(207
|
)
|
December 31, 2017
|
1,048
|
|
|
1,214
|
|
|
(166
|
)
|
6.
|
Distressed Residential Mortgage Loans
|
|
March 31, 2017
|
||
Contractually required principal and interest
|
$
|
69,263
|
|
Nonaccretable yield
|
(5,892
|
)
|
|
Expected cash flows to be collected
|
63,371
|
|
|
Accretable yield
|
(55,448
|
)
|
|
Fair value at the date of acquisition
|
$
|
7,923
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Balance at beginning of period
|
$
|
303,949
|
|
|
$
|
530,511
|
|
Additions
|
1,694
|
|
|
81,211
|
|
||
Disposals
|
(8,694
|
)
|
|
(104,956
|
)
|
||
Accretion
|
(5,354
|
)
|
|
(6,038
|
)
|
||
Balance at end of period
(1)
|
$
|
291,595
|
|
|
$
|
500,728
|
|
(1)
|
Accretable yield is the excess of the distressed residential mortgage loans’ cash flows expected to be collected over the purchase price. The cash flows expected to be collected represents the Company’s estimate of the amount and timing of undiscounted principal and interest cash flows. Additions include accretable yield estimates for purchases made during the period and reclassification to accretable yield from nonaccretable yield. Disposals include distressed residential mortgage loan dispositions, which include refinancing, sale and foreclosure of the underlying collateral and resulting removal of the distressed residential mortgage loans from the accretable yield, and reclassifications from accretable to nonaccretable yield. The reclassifications between accretable and nonaccretable yield and the accretion of interest income is based on various estimates regarding loan performance and the value of the underlying real estate securing the loans. As the Company continues to update its estimates regarding the loans and the underlying collateral, the accretable yield may change. Therefore, the amount of accretable income recorded in each of the
three
month periods ended
March 31, 2018
and
2017
is not necessarily indicative of future results.
|
|
March 31, 2018
|
|
December 31, 2017
|
||
Florida
|
11.2
|
%
|
|
11.2
|
%
|
North Carolina
|
8.4
|
%
|
|
8.3
|
%
|
California
|
7.0
|
%
|
|
6.9
|
%
|
Georgia
|
5.9
|
%
|
|
5.8
|
%
|
New York
|
5.7
|
%
|
|
5.7
|
%
|
South Carolina
|
5.1
|
%
|
|
5.0
|
%
|
Ohio
|
5.0
|
%
|
|
5.1
|
%
|
7.
|
Consolidated K-Series
|
Balance Sheets
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Multi-family loans held in securitization trusts
|
$
|
9,438,309
|
|
|
$
|
9,657,421
|
|
Receivables
|
33,437
|
|
|
33,562
|
|
||
Total Assets
|
$
|
9,471,746
|
|
|
$
|
9,690,983
|
|
Liabilities and Equity
|
|
|
|
||||
Multi-family CDOs
|
$
|
8,953,467
|
|
|
$
|
9,189,459
|
|
Accrued expenses
|
33,012
|
|
|
33,136
|
|
||
Total Liabilities
|
8,986,479
|
|
|
9,222,595
|
|
||
Equity
|
485,267
|
|
|
468,388
|
|
||
Total Liabilities and Equity
|
$
|
9,471,746
|
|
|
$
|
9,690,983
|
|
|
Three Months Ended
March 31, |
||||||
Statements of Operations
|
2018
|
|
2017
|
||||
Interest income
|
$
|
85,092
|
|
|
$
|
61,304
|
|
Interest expense
|
74,478
|
|
|
53,932
|
|
||
Net interest income
|
10,614
|
|
|
7,372
|
|
||
Unrealized gain on multi-family loans and debt held in securitization trusts, net
|
7,545
|
|
|
1,384
|
|
||
Net income
|
$
|
18,159
|
|
|
$
|
8,756
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||
California
|
14.7
|
%
|
|
14.7
|
%
|
Texas
|
12.7
|
%
|
|
12.7
|
%
|
New York
|
6.5
|
%
|
|
6.5
|
%
|
Maryland
|
5.5
|
%
|
|
5.5
|
%
|
8.
|
Investment in Unconsolidated Entities
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
Investment Name
|
|
Ownership Interest
|
|
Carrying Amount
|
|
Ownership Interest
|
|
Carrying Amount
|
||||
BBA-EP320 II, L.L.C., BBA-Ten10 II, L.L.C., and Lexington on the Green Apartments, L.L.C. (collectively)
|
|
45%
|
|
$
|
8,417
|
|
|
45%
|
|
$
|
8,320
|
|
Total - Equity Method
|
|
|
|
$
|
8,417
|
|
|
|
|
$
|
8,320
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
Investment Name
|
|
Ownership Interest
|
|
Carrying Amount
|
|
Ownership Interest
|
|
Carrying Amount
|
||||
Morrocroft Neighborhood Stabilization Fund II, LP
|
|
11%
|
|
$
|
12,904
|
|
|
11%
|
|
$
|
12,623
|
|
Evergreens JV Holdings, LLC
|
|
85%
|
|
4,320
|
|
|
85%
|
|
4,220
|
|
||
The Preserve at Port Royal Venture, LLC
|
|
77%
|
|
13,250
|
|
|
77%
|
|
13,040
|
|
||
WR Savannah Holdings, LLC
|
|
90%
|
|
13,030
|
|
|
90%
|
|
12,940
|
|
||
Total - Fair Value Option
|
|
|
|
$
|
43,504
|
|
|
|
|
$
|
42,823
|
|
|
|
Three Months Ended March 31,
|
||||||
Investment Name
|
|
2018
|
|
2017
|
||||
200 RHC Hoover, LLC
|
|
$
|
—
|
|
|
$
|
275
|
|
BBA-EP320 II, L.L.C., BBA-Ten10 II, L.L.C., and Lexington on the Green Apartments, L.L.C. (collectively)
|
|
253
|
|
|
242
|
|
||
Morrocroft Neighborhood Stabilization Fund II, LP
|
|
282
|
|
|
649
|
|
||
Evergreens JV Holdings, LLC
|
|
194
|
|
|
164
|
|
||
Bent Tree JV Holdings, LLC
|
|
—
|
|
|
288
|
|
||
Summerchase LR Partners LLC
|
|
—
|
|
|
182
|
|
||
Lake Mary Realty Partners, LLC
|
|
—
|
|
|
211
|
|
||
The Preserve at Port Royal Venture, LLC
|
|
483
|
|
|
385
|
|
||
WR Savannah Holdings, LLC
|
|
361
|
|
|
330
|
|
9.
|
Preferred Equity and Mezzanine Loan Investments
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Investment amount
|
$
|
155,604
|
|
|
$
|
140,560
|
|
Deferred loan fees, net
|
(1,598
|
)
|
|
(1,640
|
)
|
||
Total
|
$
|
154,006
|
|
|
$
|
138,920
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||
New York
|
22.0
|
%
|
|
24.1
|
%
|
Texas
|
21.7
|
%
|
|
24.3
|
%
|
Florida
|
15.3
|
%
|
|
3.9
|
%
|
Virginia
|
9.8
|
%
|
|
10.8
|
%
|
Alabama
|
6.5
|
%
|
|
7.1
|
%
|
South Carolina
|
6.4
|
%
|
|
7.0
|
%
|
10.
|
Use of Special Purpose Entities and Variable Interest Entities
|
•
|
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.
|
Cash
|
$
|
112
|
|
Operating real estate
(1)
|
62,322
|
|
|
Lease intangibles
(1)
|
5,340
|
|
|
Receivables and other assets
|
2,260
|
|
|
Total assets
|
70,034
|
|
|
|
|
||
Mortgages payable
|
51,570
|
|
|
Accrued expenses and other liabilities
|
1,519
|
|
|
Total liabilities
|
53,089
|
|
|
|
|
||
Non-controlling interest
(2)
|
4,462
|
|
|
Net assets consolidated
|
$
|
12,483
|
|
(1)
|
Reclassified to real estate held for sale in consolidated variable interest entities on the condensed consolidated balance sheets in 2017 (
see Note 11
).
|
(2)
|
Represents third party ownership of membership interests in Riverchase Landing and The Clusters. The fair value of the non-controlling interests in Riverchase Landing and The Clusters, both private companies, was estimated using assumptions for the timing and amount of expected future cash flows from the underlying multi-family apartment communities and a discount rate.
|
|
Financing VIEs
|
|
Other VIEs
|
|
|
||||||||||||||||||
|
Multi-family
CMBS Re-
securitization
(1)
|
|
Distressed
Residential
Mortgage
Loan
Securitization
(2)
|
|
Residential
Mortgage
Loan Securitization
|
|
Multi-
family
CMBS
(3)
|
|
Other
|
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
682
|
|
|
$
|
682
|
|
Investment securities available for sale, at fair value held in securitization trusts
|
48,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,857
|
|
||||||
Residential mortgage loans held in securitization trusts, net
|
—
|
|
|
—
|
|
|
70,864
|
|
|
—
|
|
|
—
|
|
|
70,864
|
|
||||||
Distressed residential mortgage loans held in securitization trusts, net
|
—
|
|
|
119,201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,201
|
|
||||||
Multi-family loans held in securitization trusts, at fair value
|
1,133,139
|
|
|
—
|
|
|
—
|
|
|
8,305,170
|
|
|
—
|
|
|
9,438,309
|
|
||||||
Real estate held for sale in consolidated variable interest entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,293
|
|
|
29,293
|
|
||||||
Receivables and other assets
|
4,310
|
|
|
6,587
|
|
|
935
|
|
|
29,199
|
|
|
22,968
|
|
|
63,999
|
|
||||||
Total assets
|
$
|
1,186,306
|
|
|
$
|
125,788
|
|
|
$
|
71,799
|
|
|
$
|
8,334,369
|
|
|
$
|
52,943
|
|
|
$
|
9,771,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential collateralized debt obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67,154
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67,154
|
|
Multi-family collateralized debt obligations, at fair value
|
1,068,139
|
|
|
—
|
|
|
—
|
|
|
7,885,328
|
|
|
—
|
|
|
8,953,467
|
|
||||||
Securitized debt
|
29,390
|
|
|
40,825
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,215
|
|
||||||
Mortgages and notes payable in consolidated variable interest entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,072
|
|
|
32,072
|
|
||||||
Accrued expenses and other liabilities
|
4,294
|
|
|
782
|
|
|
26
|
|
|
28,867
|
|
|
763
|
|
|
34,732
|
|
||||||
Total liabilities
|
$
|
1,101,823
|
|
|
$
|
41,607
|
|
|
$
|
67,180
|
|
|
$
|
7,914,195
|
|
|
$
|
32,835
|
|
|
$
|
9,157,640
|
|
(1)
|
The Company classified the multi-family CMBS issued by
two
K-Series securitizations and held by this Financing VIE as available for sale securities as the purpose is not to trade these securities. The Financing VIE consolidated
one
K-Series securitization that issued certain of the multi-family CMBS owned by the Company, including its assets, liabilities, income and expenses, in its financial statements, as based on a number of factors, the Company determined that it was the primary beneficiary and has a controlling financial interest in this particular K-Series securitization (
see Note 7
).
|
(2)
|
The Company engaged in this transaction for the purpose of financing distressed residential mortgage loans acquired by the Company. The distressed residential mortgage loans serving as collateral for the financing are comprised of performing, re-performing and, to a lesser extent, non-performing, fixed- and adjustable-rate, fully-amortizing, interest only and balloon, seasoned mortgage loans secured by first liens on
one
to
four
family properties. Balances as of
March 31, 2018
are related to a securitization transaction that closed in April 2016 that involved the issuance of
$177.5 million
of Class A Notes representing the beneficial ownership in a pool of performing and re-performing seasoned mortgage loans. The Company holds
5%
of the Class A Notes issued as part of the securitization transaction, which were eliminated in consolidation.
|
(3)
|
Six
of the Company’s Freddie Mac-sponsored multi-family K-Series securitizations included in the Consolidated K-Series were not held in a Financing VIE as of
March 31, 2018
.
|
|
Financing VIEs
|
|
Other VIEs
|
|
|
||||||||||||||||||
|
Multi-family
CMBS Re-
securitization
(1)
|
|
Distressed
Residential
Mortgage
Loan
Securitization
(2)
|
|
Residential
Mortgage
Loan Securitization
|
|
Multi-
family
CMBS
(3)
|
|
Other
|
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
808
|
|
|
$
|
808
|
|
Investment securities available for sale, at fair value held in securitization trusts
|
47,922
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,922
|
|
||||||
Residential mortgage loans held in securitization trusts, net
|
—
|
|
|
—
|
|
|
73,820
|
|
|
—
|
|
|
—
|
|
|
73,820
|
|
||||||
Distressed residential mortgage loans held in securitization trusts, net
|
—
|
|
|
121,791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,791
|
|
||||||
Multi-family loans held in securitization trusts, at fair value
|
1,157,726
|
|
|
—
|
|
|
—
|
|
|
8,499,695
|
|
|
—
|
|
|
9,657,421
|
|
||||||
Real estate held for sale in consolidated variable interest entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,202
|
|
|
64,202
|
|
||||||
Receivables and other assets
|
4,333
|
|
|
15,428
|
|
|
935
|
|
|
29,301
|
|
|
25,507
|
|
|
75,504
|
|
||||||
Total assets
|
$
|
1,209,981
|
|
|
$
|
137,219
|
|
|
$
|
74,755
|
|
|
$
|
8,528,996
|
|
|
$
|
90,517
|
|
|
$
|
10,041,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential collateralized debt obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,308
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,308
|
|
Multi-family collateralized debt obligations, at fair value
|
1,094,044
|
|
|
—
|
|
|
—
|
|
|
8,095,415
|
|
|
—
|
|
|
9,189,459
|
|
||||||
Securitized debt
|
29,164
|
|
|
52,373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,537
|
|
||||||
Mortgages and notes payable in consolidated variable interest entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,124
|
|
|
57,124
|
|
||||||
Accrued expenses and other liabilities
|
4,316
|
|
|
2,957
|
|
|
24
|
|
|
28,969
|
|
|
1,727
|
|
|
37,993
|
|
||||||
Total liabilities
|
$
|
1,127,524
|
|
|
$
|
55,330
|
|
|
$
|
70,332
|
|
|
$
|
8,124,384
|
|
|
$
|
58,851
|
|
|
$
|
9,436,421
|
|
(1)
|
The Company classified the multi-family CMBS issued by
two
K-Series securitizations and held by this Financing VIE as available for sale securities as the purpose is not to trade these securities. The Financing VIE consolidated
one
K-Series securitization that issued certain of the multi-family CMBS owned by the Company, including its assets, liabilities, income and expenses, in its financial statements, as based on a number of factors, the Company determined that it was the primary beneficiary and has a controlling financial interest in this particular K-Series securitization (
see Note 7
).
|
(2)
|
The Company engaged in this transaction for the purpose of financing distressed residential mortgage loans acquired by the Company. The distressed residential mortgage loans serving as collateral for the financing are comprised of performing, re-performing and, to a lesser extent, non-performing, fixed- and adjustable-rate, fully-amortizing, interest only and balloon, seasoned mortgage loans secured by first liens on
one
to
four
family properties. Balances as of
December 31, 2017
are related to a securitization transaction that closed in April 2016 that involved the issuance of
$177.5 million
of Class A Notes representing the beneficial ownership in a pool of performing and re-performing seasoned mortgage loans. The Company holds
5%
of the Class A Notes issued as part of the securitization transaction, which have been eliminated in consolidation.
|
(3)
|
Six
of the Company’s Freddie Mac-sponsored multi-family K-Series securitizations included in the Consolidated K-Series were not held in a Financing VIE as of
December 31, 2017
.
|
|
Multi-family CMBS
Re-securitization
(1)
|
|
Distressed
Residential
Mortgage
Loan
Securitizations
|
||||
Principal Amount at March 31, 2018
|
$
|
33,303
|
|
|
$
|
41,383
|
|
Principal Amount at December 31, 2017
|
$
|
33,350
|
|
|
$
|
53,089
|
|
Carrying Value at March 31, 2018
(2)
|
$
|
29,390
|
|
|
$
|
40,825
|
|
Carrying Value at December 31, 2017
(2)
|
$
|
29,164
|
|
|
$
|
52,373
|
|
Pass-through rate of Notes issued
|
5.35%
|
|
4.00%
|
(1)
|
The Company engaged in the re-securitization transaction primarily for the purpose of obtaining non-recourse financing on a portion of its multi-family CMBS portfolio. As a result of engaging in this transaction, the Company remains economically exposed to the first loss position on the underlying multi-family CMBS transferred to the Consolidated VIE. The holders of the Note issued in this re-securitization transaction have no recourse to the general credit of the Company, but the Company does have the obligation, under certain circumstances, to repurchase assets upon the breach of certain representations and warranties. The Company will receive all remaining cash flow, if any, through its retained ownership.
|
(2)
|
Classified as securitized debt in the liability section of the Company’s accompanying condensed consolidated balance sheets.
|
Scheduled
Maturity
(principal amount)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Within 24 months
|
$
|
41,383
|
|
|
$
|
53,089
|
|
Over 24 months to 36 months
|
—
|
|
|
—
|
|
||
Over 36 months
|
33,303
|
|
|
33,350
|
|
||
Total
|
74,686
|
|
|
86,439
|
|
||
Discount
|
(3,921
|
)
|
|
(4,232
|
)
|
||
Debt issuance cost
|
(550
|
)
|
|
(670
|
)
|
||
Carrying value
|
$
|
70,215
|
|
|
$
|
81,537
|
|
|
March 31, 2018
|
||||||||||||||||||
|
Investment
securities,
available for
sale, at fair
value, held in securitization trusts
|
|
Receivables and other assets
|
|
Preferred equity and mezzanine loan investments
|
|
Investment in unconsolidated entities
|
|
Total
|
||||||||||
Multi-family CMBS
|
$
|
48,857
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,930
|
|
Preferred equity investment on multi-family properties
|
—
|
|
|
—
|
|
|
147,411
|
|
|
8,417
|
|
|
155,828
|
|
|||||
Mezzanine loan on multi-family properties
|
—
|
|
|
—
|
|
|
6,595
|
|
|
—
|
|
|
6,595
|
|
|||||
Equity investments in entities that invest in multi-family properties
|
—
|
|
|
—
|
|
|
—
|
|
|
25,934
|
|
|
25,934
|
|
|||||
Total assets
|
$
|
48,857
|
|
|
$
|
73
|
|
|
$
|
154,006
|
|
|
$
|
34,351
|
|
|
$
|
237,287
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Investment
securities,
available for
sale, at fair
value, held in securitization trusts
|
|
Receivables and other assets
|
|
Preferred equity and mezzanine loan investments
|
|
Investment in unconsolidated entities
|
|
Total
|
||||||||||
Multi-family CMBS
|
$
|
47,922
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,995
|
|
Preferred equity investment on multi-family properties
|
—
|
|
|
—
|
|
|
132,009
|
|
|
8,320
|
|
|
140,329
|
|
|||||
Mezzanine loan on multi-family properties
|
—
|
|
|
—
|
|
|
6,911
|
|
|
—
|
|
|
6,911
|
|
|||||
Equity investments in entities that invest in multi-family properties
|
—
|
|
|
—
|
|
|
—
|
|
|
25,562
|
|
|
25,562
|
|
|||||
Total assets
|
$
|
47,922
|
|
|
$
|
73
|
|
|
$
|
138,920
|
|
|
$
|
33,882
|
|
|
$
|
220,797
|
|
11.
|
Real Estate Held for Sale in Consolidated VIEs
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
2,650
|
|
|
$
|
7,000
|
|
Building and improvements
|
25,757
|
|
|
53,468
|
|
||
Furniture, fixtures and equipment
|
838
|
|
|
2,150
|
|
||
Lease intangible
|
2,802
|
|
|
5,340
|
|
||
Real estate held for sale before accumulated depreciation and amortization
|
32,047
|
|
|
67,958
|
|
||
Accumulated depreciation
(1)
|
(418
|
)
|
|
(647
|
)
|
||
Accumulated amortization of lease intangible
(1)
|
(2,336
|
)
|
|
(3,109
|
)
|
||
Real estate held for sale in consolidated variable interest entities
|
$
|
29,293
|
|
|
$
|
64,202
|
|
(1)
|
There were no depreciation and amortization expenses for the
three
months ended
March 31, 2018
and
March 31, 2017
.
|
12.
|
Derivative Instruments and Hedging Activities
|
Derivatives Not Designated
as Hedging Instruments |
|
Balance Sheet Location
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Interest rate swaps
(1)
|
|
Derivative assets
|
|
$
|
9,815
|
|
|
$
|
846
|
|
(1)
|
There was no netting of interest rate swaps at
March 31, 2018
and
December 31, 2017
.
|
|
|
Notional Amount For the Three Months Ended March 31, 2018
|
||||||||||||||
Derivatives Not Designated
as Hedging Instruments
|
|
December 31, 2017
|
|
Additions
|
|
Settlement,
Expiration
or Exercise
|
|
March 31, 2018
|
||||||||
Interest rate swaps
|
|
$
|
345,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345,500
|
|
|
|
Notional Amount For the Three Months Ended March 31, 2017
|
||||||||||||||
Derivatives Not Designated
as Hedging Instruments
|
|
December 31, 2016
|
|
Additions
|
|
Settlement,
Expiration
or Exercise
|
|
March 31, 2017
|
||||||||
TBA securities
(1)
|
|
$
|
149,000
|
|
|
$
|
548,000
|
|
|
$
|
(588,000
|
)
|
|
$
|
109,000
|
|
U.S. Treasury futures
|
|
17,100
|
|
|
70,300
|
|
|
(58,700
|
)
|
|
28,700
|
|
||||
Interest rate swap futures
|
|
(151,700
|
)
|
|
182,200
|
|
|
(146,000
|
)
|
|
(115,500
|
)
|
||||
Eurodollar futures
|
|
(2,575,000
|
)
|
|
2,627,000
|
|
|
(1,890,000
|
)
|
|
(1,838,000
|
)
|
||||
Swaptions
|
|
154,000
|
|
|
—
|
|
|
—
|
|
|
154,000
|
|
||||
Interest rate swaps
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
(1)
|
Open TBA purchases and sales involving the same counterparty, same underlying deliverable and the same settlement date are reflected in our condensed consolidated financial statements on a net basis.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Realized Gains (Losses)
|
|
Unrealized Gains (Losses)
|
|
Realized Gains (Losses)
|
|
Unrealized Gains (Losses)
|
||||||||
TBA securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(215
|
)
|
|
$
|
200
|
|
Eurodollar futures
|
—
|
|
|
—
|
|
|
555
|
|
|
(380
|
)
|
||||
Interest rate swaps
|
—
|
|
|
8,969
|
|
|
—
|
|
|
26
|
|
||||
Swaptions
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
||||
U.S. Treasury and interest rate swap futures and options
|
—
|
|
|
—
|
|
|
158
|
|
|
107
|
|
||||
Total
|
$
|
—
|
|
|
$
|
8,969
|
|
|
$
|
498
|
|
|
$
|
(134
|
)
|
|
|
Three Months Ended March 31,
|
||||||
Derivatives Designated as Hedging Instruments
|
|
2018
|
|
2017
|
||||
Accumulated other comprehensive income for derivative instruments:
|
|
|
|
|
||||
Balance at beginning of the period
|
|
$
|
—
|
|
|
$
|
102
|
|
Unrealized loss on interest rate swaps
|
|
—
|
|
|
164
|
|
||
Balance at end of the period
|
|
$
|
—
|
|
|
$
|
266
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net Interest Expense
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
Swap Maturities
|
|
Notional
Amount
|
|
Weighted Average
Fixed Interest Rate
|
|
Weighted Average
Variable Interest Rate |
|
Notional
Amount
|
|
Weighted Average
Fixed
Interest Rate
|
|
Weighted Average
Variable Interest Rate |
||||||||
2024
|
|
$
|
98,000
|
|
|
2.18
|
%
|
|
1.73
|
%
|
|
$
|
98,000
|
|
|
2.18
|
%
|
|
1.36
|
%
|
2027
|
|
247,500
|
|
|
2.39
|
%
|
|
1.79
|
%
|
|
247,500
|
|
|
2.39
|
%
|
|
1.39
|
%
|
||
Total
|
|
$
|
345,500
|
|
|
2.33
|
%
|
|
1.77
|
%
|
|
$
|
345,500
|
|
|
2.33
|
%
|
|
1.38
|
%
|
13.
|
Financing Arrangements, Portfolio Investments
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Outstanding
Financing
Arrangements
|
|
Fair Value of
Collateral
Pledged
|
|
Amortized
Cost
of Collateral
Pledged
|
|
Outstanding
Financing
Arrangements
|
|
Fair Value of
Collateral
Pledged
|
|
Amortized
Cost
of Collateral
Pledged
|
||||||||||||
Agency ARMs RMBS
|
$
|
80,977
|
|
|
$
|
84,361
|
|
|
$
|
87,132
|
|
|
$
|
86,349
|
|
|
$
|
90,343
|
|
|
$
|
92,586
|
|
Agency Fixed-rate RMBS
|
853,390
|
|
|
902,219
|
|
|
933,829
|
|
|
842,474
|
|
|
890,359
|
|
|
902,744
|
|
||||||
Non-Agency RMBS
|
37,016
|
|
|
49,205
|
|
|
48,269
|
|
|
38,160
|
|
|
51,841
|
|
|
50,693
|
|
||||||
CMBS
(1)
|
315,931
|
|
|
435,118
|
|
|
323,042
|
|
|
309,935
|
|
|
421,156
|
|
|
322,092
|
|
||||||
Balance at end of the period
|
$
|
1,287,314
|
|
|
$
|
1,470,903
|
|
|
$
|
1,392,272
|
|
|
$
|
1,276,918
|
|
|
$
|
1,453,699
|
|
|
$
|
1,368,115
|
|
(1)
|
Includes first loss PO and mezzanine CMBS securities with a fair value amounting to
$393.4 million
and
$377.5 million
included in the Consolidated K-Series as of
March 31, 2018
and
December 31, 2017
, respectively.
|
Contractual Maturity
|
March 31, 2018
|
|
December 31, 2017
|
||||
Within 30 days
|
$
|
539,990
|
|
|
$
|
1,081,911
|
|
Over 30 days to 90 days
|
647,324
|
|
|
95,007
|
|
||
Over 90 days
|
100,000
|
|
|
100,000
|
|
||
Total
|
$
|
1,287,314
|
|
|
$
|
1,276,918
|
|
14.
|
Financing Arrangements, Residential Mortgage Loans
|
15.
|
Residential Collateralized Debt Obligations
|
16.
|
Debt
|
|
NYM Preferred Trust I
|
|
NYM Preferred Trust II
|
||||
Principal value of trust preferred securities
|
$
|
25,000
|
|
|
$
|
20,000
|
|
Interest rate
|
Three month LIBOR plus 3.75%, resetting quarterly
|
|
|
Three month LIBOR plus 3.95%, resetting quarterly
|
|
||
Scheduled maturity
|
March 30, 2035
|
|
|
October 30, 2035
|
|
|
|
Assumption/Origination Date
|
|
Mortgage Note Amount as of March 31, 2018
|
|
Maturity Date
|
|
Interest Rate
|
|
Net Deferred Finance Costs
|
|||||
The Clusters
|
|
6/30/2014
|
|
$
|
27,662
|
|
|
7/6/2024
|
|
4.49
|
%
|
|
$
|
63
|
|
KRVI
|
|
12/16/2016
|
|
$
|
4,473
|
|
|
12/16/2019
|
|
6.25
|
%
|
|
$
|
—
|
|
Fiscal Year
|
Total
|
||
2018
|
$
|
—
|
|
2019
|
4,473
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
138,000
|
|
|
2023
|
—
|
|
|
Thereafter
|
72,662
|
|
|
|
$
|
215,135
|
|
17.
|
Commitments and Contingencies
|
18.
|
Fair Value of Financial Instruments
|
a.
|
Investment Securities Available for Sale –
Fair value for the investment securities in our portfolio, except the CMBS held in securitization trusts, are valued using a third-party pricing service or are based on quoted prices provided by dealers who make markets in similar financial instruments. Dealer valuations typically incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security. If quoted prices for a security are not reasonably available from a dealer, the security will be classified as a Level 3 security and, as a result, management will determine fair value by modeling the security based on its specific characteristics and available market information. Management reviews all prices used in determining fair value to ensure they represent current market conditions. This review includes surveying similar market transactions, comparisons to interest pricing models as well as offerings of like securities by dealers. The Company's investment securities, except the CMBS held in securitization trusts, are valued based upon readily observable market parameters and are classified as Level 2 fair values.
|
b.
|
Multi
-
Family Loans Held in Securitization Trusts
– Multi-family loans held in securitization trusts are carried at fair value as a result of a fair value election and classified as Level 3 fair values. The Company determines the fair value of multi-family loans held in securitization trusts based on the fair value of its Multi-Family CDOs and its retained interests from these securitizations (eliminated in consolidation in accordance with GAAP), as the fair value of these instruments is more observable.
|
c.
|
Derivative Instruments –
The fair value of interest rate swaps are based on dealer quotes. The Company’s derivatives are classified as Level 2 fair values.
|
d.
|
Multi-Family CDOs –
Multi-Family CDOs are recorded at fair value and classified as Level 3 fair values. The fair value of Multi-Family CDOs is determined using a third party pricing service or are based on quoted prices provided by dealers who make markets in similar financial instruments. The dealers will consider contractual cash payments and yields expected by market participants. Dealers also incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security.
|
e.
|
Investment in Unconsolidated Entities –
Fair value for investments in unconsolidated entities is determined based on a valuation model using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying assets in the unconsolidated entities and a discount rate. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy.
|
f.
|
Residential Mortgage Loans -
Certain of the Company’s acquired residential mortgage loans, including distressed residential mortgage loans and second mortgages, are recorded at fair value and classified as Level 3 in the fair value hierarchy. The fair value for first lien mortgages is determined using prices obtained from a third party pricing service. The fair value is based upon cash flow models that primarily use market-based inputs such as current interest and discount rates but also include unobservable market data inputs such as prepayment speeds, default rates and loss severities. The fair value for second mortgage residential loans is based upon an internal cash flow model that considers current interest rates, prepayment speeds, default rates, and loss severities.
|
|
Measured at Fair Value on a Recurring Basis at
|
||||||||||||||||||||||||||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Agency RMBS
|
$
|
—
|
|
|
$
|
1,161,445
|
|
|
$
|
—
|
|
|
$
|
1,161,445
|
|
|
$
|
—
|
|
|
$
|
1,169,536
|
|
|
$
|
—
|
|
|
$
|
1,169,536
|
|
Non-Agency RMBS
|
—
|
|
|
99,212
|
|
|
—
|
|
|
99,212
|
|
|
—
|
|
|
102,125
|
|
|
—
|
|
|
102,125
|
|
||||||||
CMBS
|
—
|
|
|
90,856
|
|
|
48,857
|
|
|
139,713
|
|
|
—
|
|
|
93,498
|
|
|
47,922
|
|
|
141,420
|
|
||||||||
Multi-family loans held in securitization trusts
|
—
|
|
|
—
|
|
|
9,438,309
|
|
|
9,438,309
|
|
|
—
|
|
|
—
|
|
|
9,657,421
|
|
|
9,657,421
|
|
||||||||
Residential mortgage loans, at fair value
|
—
|
|
|
—
|
|
|
99,480
|
|
|
99,480
|
|
|
—
|
|
|
—
|
|
|
87,153
|
|
|
87,153
|
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate swaps
|
—
|
|
|
9,815
|
|
|
—
|
|
|
9,815
|
|
|
—
|
|
|
846
|
|
|
—
|
|
|
846
|
|
||||||||
Investments in unconsolidated entities
|
—
|
|
|
—
|
|
|
43,504
|
|
|
43,504
|
|
|
—
|
|
|
—
|
|
|
42,823
|
|
|
42,823
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
1,361,328
|
|
|
$
|
9,630,150
|
|
|
$
|
10,991,478
|
|
|
$
|
—
|
|
|
$
|
1,366,005
|
|
|
$
|
9,835,319
|
|
|
$
|
11,201,324
|
|
Liabilities carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-family collateralized debt obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,953,467
|
|
|
$
|
8,953,467
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,189,459
|
|
|
$
|
9,189,459
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,953,467
|
|
|
$
|
8,953,467
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,189,459
|
|
|
$
|
9,189,459
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
9,835,319
|
|
|
$
|
7,061,842
|
|
Total (losses)/gains (realized/unrealized)
|
|
|
|
||||
Included in earnings
(1)
|
(182,601
|
)
|
|
3,340
|
|
||
Included in other comprehensive income (loss)
|
(4
|
)
|
|
(193
|
)
|
||
Contributions
|
—
|
|
|
1,300
|
|
||
Paydowns/Distributions
|
(38,530
|
)
|
|
(38,425
|
)
|
||
Purchases
(2)
|
15,966
|
|
|
1,545,030
|
|
||
Balance at the end of period
|
$
|
9,630,150
|
|
|
$
|
8,572,894
|
|
(1)
|
Amounts included in interest income from multi-family loans held in securitization trusts, interest income from residential mortgage loans, realized gain on distressed residential mortgage loans, net gain on residential mortgage loans at fair value, unrealized gain on multi-family loans and debt held in securitization trusts, and other income.
|
(2)
|
During the three months ended
March 31, 2017
, the Company purchased PO securities, certain IOs and mezzanine CMBS securities issued from a Freddie Mac-sponsored multi-family K-Series securitization trust. The Company determined that the securitization trust is a VIE and that the Company is the primary beneficiary of the VIE. As a result, the Company consolidated assets of this Freddie Mac sponsored multi-family K-Series securitization trust in the amount of
$1.5 billion
(
see Notes 2 and 7
).
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
9,189,459
|
|
|
$
|
6,624,896
|
|
Total gains (realized/unrealized)
|
|
|
|
||||
Included in earnings
(1)
|
(201,558
|
)
|
|
(8,068
|
)
|
||
Purchases
(2)
|
—
|
|
|
1,472,073
|
|
||
Paydowns
|
(34,434
|
)
|
|
(36,473
|
)
|
||
Balance at the end of period
|
$
|
8,953,467
|
|
|
$
|
8,052,428
|
|
(1)
|
Amounts included in interest expense on Multi-Family CDOs and unrealized gain on multi-family loans and debt held in securitization trusts.
|
(2)
|
During the three months ended
March 31, 2017
, the Company purchased PO securities, certain IOs and mezzanine CMBS securities issued from a Freddie Mac-sponsored multi-family K-Series securitization trust. The Company determined that the securitization trust is a VIE and that the Company is the primary beneficiary of the VIE. As a result, the Company consolidated liabilities of this Freddie Mac sponsored multi-family K-Series securitization trust in the amount of
$1.5 billion
(
see Notes 2 and 7
).
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Change in unrealized (losses) gains – assets
|
$
|
(172,546
|
)
|
|
$
|
10,119
|
|
Change in unrealized gains (losses) – liabilities
|
180,091
|
|
|
(8,735
|
)
|
||
Net change in unrealized gains included in earnings for assets and liabilities
|
$
|
7,545
|
|
|
$
|
1,384
|
|
|
Assets Measured at Fair Value on a Non-Recurring Basis at
|
||||||||||||||||||||||||||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Residential mortgage loans held in securitization trusts – impaired loans, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,284
|
|
|
$
|
10,284
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,317
|
|
|
$
|
10,317
|
|
Real estate owned held in residential securitization trusts
|
—
|
|
|
—
|
|
|
111
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
111
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Residential mortgage loans held in securitization trusts – impaired loans, net
|
$
|
110
|
|
|
$
|
(15
|
)
|
Real estate owned held in residential securitization trusts
|
—
|
|
|
—
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Fair Value
Hierarchy Level
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
Level 1
|
|
$
|
65,495
|
|
|
$
|
65,495
|
|
|
$
|
95,191
|
|
|
$
|
95,191
|
|
Investment securities available for sale
(1)
|
Level 2 or 3
|
|
1,400,370
|
|
|
1,400,370
|
|
|
1,413,081
|
|
|
1,413,081
|
|
||||
Residential mortgage loans held in securitization trusts, net
|
Level 3
|
|
70,864
|
|
|
70,334
|
|
|
73,820
|
|
|
72,131
|
|
||||
Distressed residential mortgage loans, at carrying value, net
(2)
|
Level 3
|
|
322,072
|
|
|
325,597
|
|
|
331,464
|
|
|
334,765
|
|
||||
Residential mortgage loans, at fair value
(3)
|
Level 3
|
|
99,480
|
|
|
99,480
|
|
|
87,153
|
|
|
87,153
|
|
||||
Multi-family loans held in securitization trusts
|
Level 3
|
|
9,438,309
|
|
|
9,438,309
|
|
|
9,657,421
|
|
|
9,657,421
|
|
||||
Derivative assets
|
Level 2
|
|
9,815
|
|
|
9,815
|
|
|
846
|
|
|
846
|
|
||||
Mortgage loans held for sale, net
(4)
|
Level 3
|
|
5,473
|
|
|
5,599
|
|
|
5,507
|
|
|
5,598
|
|
||||
Mortgage loans held for investment
(4)
|
Level 3
|
|
1,760
|
|
|
1,900
|
|
|
1,760
|
|
|
1,900
|
|
||||
Preferred equity and mezzanine loan investments
(5)
|
Level 3
|
|
154,006
|
|
|
155,206
|
|
|
138,920
|
|
|
140,129
|
|
||||
Investments in unconsolidated entities
(6)
|
Level 3
|
|
51,921
|
|
|
51,990
|
|
|
51,143
|
|
|
51,212
|
|
||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Financing arrangements, portfolio investments
|
Level 2
|
|
1,287,314
|
|
|
1,287,314
|
|
|
1,276,918
|
|
|
1,276,918
|
|
||||
Financing arrangements, residential mortgage loans
|
Level 2
|
|
149,049
|
|
|
149,049
|
|
|
149,063
|
|
|
149,063
|
|
||||
Residential collateralized debt obligations
|
Level 3
|
|
67,154
|
|
|
63,957
|
|
|
70,308
|
|
|
66,865
|
|
||||
Multi-family collateralized debt obligations
|
Level 3
|
|
8,953,467
|
|
|
8,953,467
|
|
|
9,189,459
|
|
|
9,189,459
|
|
||||
Securitized debt
|
Level 3
|
|
70,215
|
|
|
75,778
|
|
|
81,537
|
|
|
87,891
|
|
||||
Subordinated debentures
|
Level 3
|
|
45,000
|
|
|
44,975
|
|
|
45,000
|
|
|
45,002
|
|
||||
Convertible notes
|
Level 2
|
|
129,242
|
|
|
138,911
|
|
|
128,749
|
|
|
140,060
|
|
(1)
|
Includes
$48.9 million
and
$47.9 million
of investment securities for sale held in securitization trusts as of
March 31, 2018
and
December 31, 2017
, respectively.
|
(2)
|
Includes distressed residential mortgage loans held in securitization trusts with a carrying value amounting to approximately
$119.2 million
and
$121.8 million
at
March 31, 2018
and
December 31, 2017
, respectively, and distressed residential mortgage loans with a carrying value amounting to approximately
$202.9 million
and
$209.7 million
at
March 31, 2018
and
December 31, 2017
, respectively.
|
(3)
|
Includes distressed residential mortgage loans with a carrying value amounting to
$36.4 million
and
$36.9 million
at
March 31, 2018
and
December 31, 2017
, respectively, and second mortgages with a carrying value amounting to
$63.1 million
and
$50.2 million
at
March 31, 2018
and
December 31, 2017
, respectively.
|
(4)
|
Included in receivables and other assets in the accompanying condensed consolidated balance sheets.
|
(5)
|
Includes preferred equity and mezzanine loan investments accounted for as loans (
see
Note 9
).
|
(6)
|
Includes investments in unconsolidated entities accounted for under the fair value option with a carrying value of
$43.5 million
and
$42.8 million
at
March 31, 2018
and
December 31, 2017
, respectively (
see Note 8)
.
|
a.
|
Cash and cash equivalents –
Estimated fair value approximates the carrying value of such assets.
|
b.
|
Residential mortgage loans held in securitization trusts, net –
Residential mortgage loans held in the securitization trusts are recorded at amortized cost, net of allowance for loan losses. Fair value is based on an internal valuation model that considers the aggregated characteristics of groups of loans such as, but not limited to, collateral type, index, interest rate, margin, length of fixed-rate period, life cap, periodic cap, underwriting standards, age and credit estimated using the estimated market prices for similar types of loans.
|
c.
|
Distressed residential mortgage loans, net –
Fair value is estimated using pricing models taking into consideration current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices and property values, prepayment speeds, default, loss severities, and actual purchases and sales of similar loans.
|
d.
|
Mortgage loans held for sale, net –
The fair value of mortgage loans held for sale, net are estimated by the Company based on the price that would be received if the loans were sold as whole loans taking into consideration the aggregated characteristics of the loans such as, but not limited to, collateral type, index, interest rate, margin, length of fixed interest rate period, life time cap, periodic cap, underwriting standards, age and credit.
|
e.
|
Preferred equity and mezzanine loan investments –
Estimated fair value is determined by both market comparable pricing and discounted cash flows. The discounted cash flows are based on the underlying contractual cash flows and estimated changes in market yields. The fair value also reflects consideration of changes in credit risk since the origination or time of initial investment.
|
f.
|
Financing arrangements –
The fair value of these financing arrangements approximates cost as they are short term in nature.
|
g.
|
Residential collateralized debt obligations –
The fair value of these CDOs is based on discounted cash flows as well as market pricing on comparable obligations.
|
h.
|
Securitized debt
– The fair value of securitized debt is based on discounted cash flows using management’s estimate for market yields.
|
i.
|
Subordinated debentures –
The fair value of these subordinated debentures is based on discounted cash flows using management’s estimate for market yields.
|
j.
|
Convertible notes –
The
fair value is based on quoted prices provided by dealers who make markets in similar financial instruments.
|
19.
|
Stockholders' Equity
|
(a)
|
Dividends on Preferred Stock
|
|
|
|
|
|
|
Cash Dividend Per Share
|
|
||||||||||
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Series B Preferred Stock
|
|
Series C Preferred Stock
|
|
Series D Preferred Stock
|
|
||||||
March 19, 2018
|
|
April 1, 2018
|
|
April 15, 2018
|
|
$
|
0.484375
|
|
|
$
|
0.4921875
|
|
|
$
|
0.50
|
|
|
December 7, 2017
|
|
January 1, 2018
|
|
January 15, 2018
|
|
0.484375
|
|
|
0.4921875
|
|
|
0.51111
|
|
(1)
|
|||
September 14, 2017
|
|
October 1, 2017
|
|
October 15, 2017
|
|
0.484375
|
|
|
0.4921875
|
|
|
—
|
|
||||
June 14, 2017
|
|
July 1, 2017
|
|
July 15, 2017
|
|
0.484375
|
|
|
0.4921875
|
|
|
—
|
|
||||
March 16, 2017
|
|
April 1, 2017
|
|
April 15, 2017
|
|
0.484375
|
|
|
0.4921875
|
|
|
—
|
|
(1)
|
Cash dividend for the partial quarterly period that began on October 13, 2017 and ended on January 14, 2018.
|
(b)
|
Dividends on Common Stock
|
Period
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Cash Dividend Per Share
|
||
First Quarter 2018
|
|
March 19, 2018
|
|
March 29, 2018
|
|
April 26, 2018
|
|
$
|
0.20
|
|
Fourth Quarter 2017
|
|
December 7, 2017
|
|
December 18, 2017
|
|
January 25, 2018
|
|
0.20
|
|
|
Third Quarter 2017
|
|
September 14, 2017
|
|
September 25, 2017
|
|
October 25, 2017
|
|
0.20
|
|
|
Second Quarter 2017
|
|
June 14, 2017
|
|
June 26, 2017
|
|
July 25, 2017
|
|
0.20
|
|
|
First Quarter 2017
|
|
March 16, 2017
|
|
March 27, 2017
|
|
April 25, 2017
|
|
0.20
|
|
(c)
|
Public Offering of Common Stock
|
(d)
|
Equity Distribution Agreements
|
20.
|
Earnings Per Share
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Basic Earnings per Common Share
|
|
|
|
|
||||
Net income attributable to Company
|
|
$
|
29,618
|
|
|
$
|
19,182
|
|
Less: Preferred stock dividends
|
|
(5,925
|
)
|
|
(3,225
|
)
|
||
Net income attributable to Company's common stockholders
|
|
$
|
23,693
|
|
|
$
|
15,957
|
|
Basic weighted average common shares outstanding
|
|
112,018
|
|
|
111,721
|
|
||
Basic Earnings per Common Share
|
|
$
|
0.21
|
|
|
$
|
0.14
|
|
|
|
|
|
|
||||
Diluted Earnings per Common Share:
|
|
|
|
|
||||
Net income attributable to Company
|
|
$
|
29,618
|
|
|
$
|
19,182
|
|
Less: Preferred stock dividends
|
|
(5,925
|
)
|
|
(3,225
|
)
|
||
Add back: Interest expense on convertible notes for the period, net of tax
|
|
2,634
|
|
|
1,960
|
|
||
Net income attributable to Company's common stockholders
|
|
$
|
26,327
|
|
|
$
|
17,917
|
|
Weighted average common shares outstanding
|
|
112,018
|
|
|
111,721
|
|
||
Net effect of assumed PSUs vested
|
|
49
|
|
|
—
|
|
||
Net effect of assumed convertible notes conversion to common shares
|
|
19,694
|
|
|
14,881
|
|
||
Diluted weighted average common shares outstanding
|
|
131,761
|
|
|
126,602
|
|
||
Diluted Earnings per Common Share
|
|
$
|
0.20
|
|
|
$
|
0.14
|
|
21.
|
Stock Based Compensation
|
(a)
|
Restricted Common Stock Awards
|
|
2018
|
|
2017
|
||||||||||
|
Number of
Non-vested
Restricted
Shares
|
|
Weighted
Average Per Share
Grant Date
Fair Value
(1)
|
|
Number of
Non-vested
Restricted
Shares
|
|
Weighted
Average Per Share
Grant Date
Fair Value
(1)
|
||||||
Non-vested shares at January 1
|
422,928
|
|
|
$
|
6.36
|
|
|
319,058
|
|
|
$
|
6.40
|
|
Granted
|
206,597
|
|
|
5.57
|
|
|
326,663
|
|
|
6.54
|
|
||
Vested
|
(164,645
|
)
|
|
6.72
|
|
|
(116,875
|
)
|
|
7.04
|
|
||
Non-vested shares as of March 31
|
464,880
|
|
|
5.88
|
|
|
528,846
|
|
|
6.34
|
|
||
Weighted-average of restricted stock granted during the period
|
206,597
|
|
|
$
|
5.57
|
|
|
326,663
|
|
|
$
|
6.54
|
|
(1)
|
The grant date fair value of restricted stock awards is based on the closing market price of the Company’s common stock at the grant date.
|
(b)
|
Performance Share Awards
|
•
|
If
three
-year TSR is less than
33%
, then
0%
of the PSA will vest;
|
•
|
If
three
-year TSR is greater than or equal to
33%
and the TSR is not in the bottom quartile of an identified peer group, then
100%
of the PSA will vest;
|
•
|
If
three
-year TSR is greater than or equal to
33%
and the TSR is in the top quartile of an identified peer group, then
200%
of the PSA will vest;
|
•
|
If
three
-year TSR is greater than or equal to
33%
and the TSR is in the bottom quartile of an identified peer group, then
50%
of the PSA will vest.
|
(c)
|
Performance Stock Units
|
•
|
If
three
-year TSR performance relative to the Company's identified performance peer group (the "Relative TSR") is less than 30
th
percentile, then
0%
of the target PSUs will vest;
|
•
|
If
three
-year Relative TSR performance is equal to the 30
th
percentile, then Threshold % (as defined in the individual PSU Agreements) of the target PSUs will vest;
|
•
|
If
three
-year Relative TSR performance is equal to the 50
th
percentile, then
100%
of the target PSUs will vest; and
|
•
|
If
three
-year Relative TSR performance is greater than or equal to the 80
th
percentile, then Maximum % (as defined in the individual PSU Agreements) of the target PSUs will vest.
|
22.
|
Income Taxes
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Current income tax expense
|
$
|
—
|
|
|
$
|
1,216
|
|
Deferred income tax (benefit) expense
|
(79
|
)
|
|
21
|
|
||
Total provision
|
$
|
(79
|
)
|
|
$
|
1,237
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Deferred tax assets
|
|
|
|
||||
Net operating loss carryforward
|
$
|
1,351
|
|
|
$
|
295
|
|
Net capital loss carryforward
|
—
|
|
|
—
|
|
||
GAAP/Tax basis differences
|
2,284
|
|
|
2,237
|
|
||
Total deferred tax assets
(1)
|
3,635
|
|
|
2,532
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Deferred tax liabilities
|
148
|
|
|
144
|
|
||
Total deferred tax liabilities
(2)
|
148
|
|
|
144
|
|
||
Valuation allowance
(1)
|
(3,201
|
)
|
|
(2,182
|
)
|
||
Total net deferred tax
asset
|
$
|
286
|
|
|
$
|
206
|
|
(1)
|
Included in receivables and other assets in the accompanying condensed consolidated balance sheets.
|
(2)
|
Included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets.
|
•
|
“Agency ARMs” refers to Agency RMBS comprised of adjustable-rate and hybrid adjustable-rate RMBS;
|
•
|
"Agency fixed-rate" refers to Agency RMBS comprised of fixed-rate RMBS;
|
•
|
“Agency IOs” refers to Agency RMBS comprised of IO RMBS;
|
•
|
“Agency RMBS” refers to RMBS representing interests in or obligations backed by pools of mortgage loans issued or guaranteed by a government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or an agency of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”);
|
•
|
“ARMs” refers to adjustable-rate residential mortgage loans;
|
•
|
“CLO” refers to collateralized loan obligation;
|
•
|
“CMBS” refers to commercial mortgage-backed securities comprised of commercial mortgage pass-through securities, as well as IO or PO securities that represent the right to a specific component of the cash flow from a pool of commercial mortgage loans;
|
•
|
“Consolidated K-Series” refers to Freddie Mac-sponsored multi-family loan K-Series securitizations, of which we, or one of our "special purpose entities," or "SPEs," own the first loss POs and certain IOs and mezzanine securities;
|
•
|
“Consolidated VIEs” refers to VIEs where the Company is the primary beneficiary, as it has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE;
|
•
|
“distressed residential loans” refers to pools of performing and re-performing, fixed-rate and adjustable-rate, fully amortizing, interest-only and balloon, seasoned mortgage loans secured by first liens on one- to four-family properties;
|
•
|
“IOs” refers collectively to interest only and inverse interest only mortgage-backed securities that represent the right to the interest component of the cash flow from a pool of mortgage loans;
|
•
|
"IO RMBS" refers to RMBS comprised of IOs;
|
•
|
“multi-family CMBS” refers to CMBS backed by commercial mortgage loans on multi-family properties;
|
•
|
“CDO” refers to collateralized debt obligation;
|
•
|
“non-Agency RMBS” refers to RMBS backed by prime jumbo residential mortgage loans, including performing, re-performing and non-performing mortgage loans;
|
•
|
“POs” refers to mortgage-backed securities that represent the right to the principal component of the cash flow from a pool of mortgage loans;
|
•
|
“prime ARM loans” and “residential securitized loans” each refer to prime credit quality residential ARM loans held in our securitization trusts;
|
•
|
“RMBS” refers to residential mortgage-backed securities comprised of adjustable-rate, hybrid adjustable-rate, fixed-rate, interest only and inverse interest only, and principal only securities;
|
•
|
“second mortgages” and “second mortgage loans” refers to a lien on a residential property which is subordinate to a more senior mortgage or loan; and
|
•
|
“Variable Interest Entity” or “VIE” refers to an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.
|
|
Agency
RMBS
(1)
|
|
Multi-
Family
(2)
|
|
Distressed
Residential
(3)
|
|
Other
(4)
|
|
Total
|
||||||||||
Carrying value
|
$
|
1,161,445
|
|
|
$
|
836,353
|
|
|
$
|
461,305
|
|
|
$
|
150,461
|
|
|
$
|
2,609,564
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Callable
(5)
|
(934,367
|
)
|
|
(315,931
|
)
|
|
(155,965
|
)
|
|
(30,100
|
)
|
|
(1,436,363
|
)
|
|||||
Non-callable
|
—
|
|
|
(29,390
|
)
|
|
(40,825
|
)
|
|
(112,154
|
)
|
|
(182,369
|
)
|
|||||
Convertible
|
—
|
|
|
—
|
|
|
—
|
|
|
(129,242
|
)
|
|
(129,242
|
)
|
|||||
Hedges (Net)
(6)
|
9,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,915
|
|
|||||
Cash
(7)
|
12,284
|
|
|
15,739
|
|
|
436
|
|
|
37,743
|
|
|
66,202
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
25,222
|
|
|
25,222
|
|
|||||
Other
|
2,128
|
|
|
(5,958
|
)
|
|
17,610
|
|
|
(25,922
|
)
|
|
(12,142
|
)
|
|||||
Net capital allocated
|
$
|
251,405
|
|
|
$
|
500,813
|
|
|
$
|
282,561
|
|
|
$
|
(83,992
|
)
|
|
$
|
950,787
|
|
% of capital allocated
|
26.4
|
%
|
|
52.7
|
%
|
|
29.7
|
%
|
|
(8.8
|
)%
|
|
100.0
|
%
|
(1)
|
Includes Agency fixed-rate RMBS, Agency ARMs and Agency IOs.
|
(2)
|
The Company, through its ownership of certain securities, has determined it is the primary beneficiary of the Consolidated K-Series and has consolidated the Consolidated K-Series into the Company’s condensed consolidated financial statements. A reconciliation to our financial statements as of
March 31, 2018
follows:
|
Multi-family loans held in securitization trusts, at fair value
|
$
|
9,438,309
|
|
Multi-family CDOs, at fair value
|
(8,953,467
|
)
|
|
Net carrying value
|
484,842
|
|
|
Investment securities available for sale, at fair value
|
139,713
|
|
|
Total CMBS, at fair value
|
624,555
|
|
|
Preferred equity investments, mezzanine loans and investments in unconsolidated entities
|
193,023
|
|
|
Real estate under development
|
21,553
|
|
|
Real estate held for sale in consolidated variable interest entities
|
29,293
|
|
|
Mortgages and notes payable in consolidated variable interest entities
|
(32,072
|
)
|
|
Financing arrangements, portfolio investments
|
(315,931
|
)
|
|
Securitized debt
|
(29,390
|
)
|
|
Cash and other
|
9,782
|
|
|
Net Capital in Multi-Family
|
$
|
500,813
|
|
(3)
|
Includes
$322.1 million
of distressed residential mortgage loans,
$36.4 million
of distressed residential mortgage loans, at fair value and
$99.2 million
of non-Agency RMBS backed by re-performing and non-performing loans.
|
(4)
|
Other includes residential mortgage loans held in securitization trusts amounting to
$70.9 million
, residential second mortgage loans, at fair value of
$63.1 million
, investments in unconsolidated entities amounting to
$12.9 million
and mortgage loans held for sale and mortgage loans held for investment totaling
$3.4 million
. Mortgage loans held for sale and mortgage loans held for investment are included in the Company’s accompanying condensed consolidated balance sheets in receivables and other assets. Other non-callable liabilities consist of
$45.0 million
in subordinated debentures and
$67.2 million
in residential collateralized debt obligations.
|
(5)
|
Includes repurchase agreements.
|
(6)
|
Includes derivative assets and restricted cash posted as margin.
|
(7)
|
Includes
$0.4 million
in deposits held in our distressed residential securitization trusts to be used to pay down outstanding debt. These deposits are included in the Company’s accompanying condensed consolidated balance sheets in receivables and other assets.
|
|
Agency
RMBS
(1)
|
|
Multi-
Family
(2)
|
|
Distressed
Residential
(3)
|
|
Other
(4)
|
|
Total
|
||||||||||
Carrying value
|
$
|
1,169,535
|
|
|
$
|
816,805
|
|
|
$
|
474,128
|
|
|
$
|
140,325
|
|
|
$
|
2,600,793
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Callable
(5
)
|
(928,823
|
)
|
|
(309,935
|
)
|
|
(161,277
|
)
|
|
(25,946
|
)
|
|
(1,425,981
|
)
|
|||||
Non-callable
|
—
|
|
|
(29,164
|
)
|
|
(52,373
|
)
|
|
(115,308
|
)
|
|
(196,845
|
)
|
|||||
Convertible
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,749
|
)
|
|
(128,749
|
)
|
|||||
Hedges (Net)
(6)
|
10,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,763
|
|
|||||
Cash
(7)
|
12,365
|
|
|
2,145
|
|
|
9,615
|
|
|
81,407
|
|
|
105,532
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
25,222
|
|
|
25,222
|
|
|||||
Other
|
961
|
|
|
(4,651
|
)
|
|
15,673
|
|
|
(26,717
|
)
|
|
(14,734
|
)
|
|||||
Net capital allocated
|
$
|
264,801
|
|
|
$
|
475,200
|
|
|
$
|
285,766
|
|
|
$
|
(49,766
|
)
|
|
$
|
976,001
|
|
% of capital allocated
|
27.1
|
%
|
|
48.7
|
%
|
|
29.3
|
%
|
|
(5.1
|
)%
|
|
100.0
|
%
|
(1)
|
Includes Agency fixed-rate RMBS, Agency ARMs and Agency IOs.
|
(2)
|
The Company, through its ownership of certain securities, has determined it is the primary beneficiary of the Consolidated K-Series and has consolidated the Consolidated K-Series into the Company’s condensed consolidated financial statements. A reconciliation to our financial statements as of
December 31, 2017
follows:
|
Multi-family loans held in securitization trusts, at fair value
|
$
|
9,657,421
|
|
Multi-family CDOs, at fair value
|
(9,189,459
|
)
|
|
Net carrying value
|
467,962
|
|
|
Investment securities available for sale, at fair value
|
141,420
|
|
|
Total CMBS, at fair value
|
609,382
|
|
|
Preferred equity investments, mezzanine loans and investment in unconsolidated entities
|
177,440
|
|
|
Real estate under development
|
22,904
|
|
|
Real estate held for sale in consolidated variable interest entities
|
64,202
|
|
|
Mortgages and notes payable in consolidated variable interest entities
|
(57,124
|
)
|
|
Financing arrangements, portfolio investments
|
(309,935
|
)
|
|
Securitized debt
|
(29,164
|
)
|
|
Cash and other
|
(2,505
|
)
|
|
Net Capital in Multi-family
|
$
|
475,200
|
|
(3)
|
Includes
$331.5 million
of distressed residential mortgage loans,
$36.9 million
of distressed residential mortgage loans, at fair value and
$101.9 million
of non-Agency RMBS backed by re-performing and non-performing loans.
|
(4)
|
Other includes residential mortgage loans held in securitization trusts amounting to
$73.8 million
, residential second mortgage loans, at fair value of
$50.2 million
, investments in unconsolidated entities amounting to
$12.6 million
and mortgage loans held for sale and mortgage loans held for investment totaling
$3.5 million
. Mortgage loans held for sale and mortgage loans held for investment are included in the Company’s accompanying condensed consolidated balance sheets in receivables and other assets. Other non-callable liabilities consist of
$45.0 million
in subordinated debentures and
$70.3 million
in residential collateralized debt obligations.
|
(5)
|
Includes repurchase agreements.
|
(6)
|
Includes derivative assets, derivative liabilities, payable for securities purchased and restricted cash posted as margin.
|
(7)
|
Includes $
0.5 million
held in overnight deposits related to our Agency IO investments and
$9.6 million
in deposits held in our distressed residential securitization trusts to be used to pay down outstanding debt. These deposits are included in the Company’s accompanying condensed consolidated balance sheets in receivables and other assets.
|
|
Three Months Ended
March 31, |
||||||||||
|
2018
|
|
2017
|
|
$ Change
|
||||||
Net interest income
|
$
|
19,752
|
|
|
$
|
13,918
|
|
|
$
|
5,834
|
|
Total other income
|
$
|
20,953
|
|
|
$
|
16,705
|
|
|
$
|
4,248
|
|
Total general, administrative and operating expenses
|
$
|
8,698
|
|
|
$
|
10,204
|
|
|
$
|
(1,506
|
)
|
Income from operations before income taxes
|
$
|
32,007
|
|
|
$
|
20,419
|
|
|
$
|
11,588
|
|
Income tax (benefit) expense
|
$
|
(79
|
)
|
|
$
|
1,237
|
|
|
$
|
(1,316
|
)
|
Net income attributable to Company
|
$
|
29,618
|
|
|
$
|
19,182
|
|
|
$
|
10,436
|
|
Preferred stock dividends
|
$
|
5,925
|
|
|
$
|
3,225
|
|
|
$
|
2,700
|
|
Net income attributable to Company's common stockholders
|
$
|
23,693
|
|
|
$
|
15,957
|
|
|
$
|
7,736
|
|
Basic earnings per common share
|
$
|
0.21
|
|
|
$
|
0.14
|
|
|
$
|
0.07
|
|
Diluted earnings per common share
|
$
|
0.20
|
|
|
$
|
0.14
|
|
|
$
|
0.06
|
|
•
|
An increase in net interest income of approximately $2.9 million in our multi-family portfolio primarily due to an increase in average interest earning assets to
$612.4 million
for the
three
months ended
March 31, 2018
as compared to $457.9 million for the
three
months ended
March 31, 2017
. The increase in average interest earning assets is attributable to new multi-family preferred equity investments and CMBS purchased since
March 31, 2017
.
|
•
|
An increase in net interest income of approximately $2.3 million in our Agency RMBS portfolio primarily due to an increase in average interest earning assets to
$1.2 billion
for the
three
months ended
March 31, 2018
as compared to $529.5 million for the
three
months ended
March 31, 2017
.
|
•
|
An increase in net unrealized gains on multi-family loans and debt held in securitization trusts of $6.2 million for the
three
months ended
March 31, 2018
as compared to the corresponding period in 2017, primarily due to the increase in multi-family CMBS owned by us as compared to the previous period and tightening of credit spreads.
|
•
|
An increase in net unrealized gains on investment securities and related hedges of $10.1 million for the
three
months ended
March 31, 2018
as compared to the prior period primarily due to unrealized gains on interest rate swaps accounted for as trading instruments.
|
•
|
An increase in income from operating real estate and real estate held for sale in consolidated variable interest entities of $2.1 million related to the consolidation of Riverchase Landing and The Clusters, which required consolidation of the entities' income and expenses in our condensed consolidated financial statements in accordance with GAAP. This income is offset by $1.6 million in expenses related to operating real estate and real estate held for sale in consolidated variable interest entities included in general, administrative and operating expenses.
|
•
|
A decrease in realized gains on distressed residential mortgage loans of $12.7 million as a result of limited loan sale activity in the
three
months ended
March 31, 2018
as compared to the corresponding period in 2017.
|
•
|
An increase in net realized loss on investment securities and related hedges of $2.2 million primarily related to the continuation of our exit from the Agency IO strategy.
|
|
|
Three Months Ended March 31,
|
||||||||||
General, Administrative and Operating Expenses
|
|
2018
|
|
2017
|
|
$ Change
|
||||||
General and Administrative Expenses
|
|
|
|
|
|
|
||||||
Salaries, benefits and directors’ compensation
|
|
$
|
2,556
|
|
|
$
|
2,835
|
|
|
$
|
(279
|
)
|
Professional fees
|
|
1,138
|
|
|
799
|
|
|
339
|
|
|||
Base management and incentive fees
|
|
833
|
|
|
3,078
|
|
|
(2,245
|
)
|
|||
Other
|
|
962
|
|
|
1,253
|
|
|
(291
|
)
|
|||
Operating Expenses
|
|
|
|
|
|
|
||||||
Expenses related to distressed residential mortgage loans
|
|
1,603
|
|
|
2,239
|
|
|
(636
|
)
|
|||
Expenses related to operating real estate and real estate held for sale in consolidated variable interest entities
|
|
1,606
|
|
|
—
|
|
|
1,606
|
|
|||
Total
|
|
$
|
8,698
|
|
|
$
|
10,204
|
|
|
$
|
(1,506
|
)
|
|
Agency
RMBS
(1)
|
|
Multi-
Family
(2)
(3)
|
|
Distressed
Residential
|
|
Other
|
|
Total
|
||||||||||
Interest Income
|
$
|
7,971
|
|
|
$
|
17,493
|
|
|
$
|
7,311
|
|
|
$
|
1,638
|
|
|
$
|
34,413
|
|
Interest Expense
|
(4,407
|
)
|
|
(3,890
|
)
|
|
(2,291
|
)
|
|
(4,073
|
)
|
|
(14,661
|
)
|
|||||
Net Interest Income
|
$
|
3,564
|
|
|
$
|
13,603
|
|
|
$
|
5,020
|
|
|
$
|
(2,435
|
)
|
|
$
|
19,752
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average Interest Earning Assets
(3) (4)
|
$
|
1,208,900
|
|
|
$
|
612,357
|
|
|
$
|
467,898
|
|
|
$
|
136,135
|
|
|
$
|
2,425,290
|
|
Weighted Average Yield on Interest Earning Assets
(5)
|
2.64
|
%
|
|
11.43
|
%
|
|
6.25
|
%
|
|
4.81
|
%
|
|
5.68
|
%
|
|||||
Average Cost of Funds
(6)
|
(1.82
|
)%
|
|
(4.51
|
)%
|
|
(4.45
|
)%
|
|
(3.25
|
)%
|
|
(2.82
|
)%
|
|||||
Portfolio Net Interest Margin
(7)
|
0.82
|
%
|
|
6.92
|
%
|
|
1.80
|
%
|
|
1.56
|
%
|
|
2.86
|
%
|
|
Agency
RMBS
(1)
|
|
Multi-
Family
(2)
(3)
|
|
Distressed
Residential
|
|
Other
|
|
Total
|
||||||||||
Interest Income
|
$
|
2,614
|
|
|
$
|
12,953
|
|
|
$
|
7,764
|
|
|
$
|
1,122
|
|
|
$
|
24,453
|
|
Interest Expense
|
(1,345
|
)
|
|
(2,211
|
)
|
|
(3,830
|
)
|
|
(3,149
|
)
|
|
(10,535
|
)
|
|||||
Net Interest Income
|
$
|
1,269
|
|
|
$
|
10,742
|
|
|
$
|
3,934
|
|
|
$
|
(2,027
|
)
|
|
$
|
13,918
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average Interest Earning Assets
(3) (4)
|
$
|
529,485
|
|
|
$
|
457,943
|
|
|
$
|
661,738
|
|
|
$
|
120,372
|
|
|
$
|
1,769,538
|
|
Weighted Average Yield on Interest Earning Assets
(5)
|
1.97
|
%
|
|
11.31
|
%
|
|
4.69
|
%
|
|
3.73
|
%
|
|
5.53
|
%
|
|||||
Average Cost of Funds
(6)
|
(1.23
|
)%
|
|
(4.55
|
)%
|
|
(3.71
|
)%
|
|
(2.81
|
)%
|
|
(2.83
|
)%
|
|||||
Portfolio Net Interest Margin
(7)
|
0.74
|
%
|
|
6.76
|
%
|
|
0.98
|
%
|
|
0.92
|
%
|
|
2.70
|
%
|
(1)
|
Includes Agency fixed-rate RMBS, Agency ARMs and Agency IOs.
|
(2)
|
The Company, through its ownership of certain securities, has determined it is the primary beneficiary of the Consolidated K-Series and has consolidated the Consolidated K-Series into the Company’s condensed consolidated financial statements. Interest income amounts represent interest income earned by securities that are actually owned by the Company. A reconciliation of our net interest income in multi-family investments to our condensed consolidated financial statements for the
three
months ended
March 31, 2018
and
2017
, respectively, is set forth below (dollar amounts in thousands):
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Interest income, multi-family loans held in securitization trusts
|
$
|
85,092
|
|
|
$
|
61,304
|
|
Interest income, investment securities, available for sale
(a)
|
2,434
|
|
|
2,510
|
|
||
Interest income, preferred equity investments and mezzanine loans
(a)
|
4,445
|
|
|
3,071
|
|
||
Interest expense, multi-family collateralized debt obligation
|
(74,478
|
)
|
|
(53,932
|
)
|
||
Interest income, Multi-Family, net
|
17,493
|
|
|
12,953
|
|
||
Interest expense, investment securities, available for sale
|
(3,171
|
)
|
|
(1,513
|
)
|
||
Interest expense, securitized debt
|
(719
|
)
|
|
(698
|
)
|
||
Net interest income, Multi-Family
|
$
|
13,603
|
|
|
$
|
10,742
|
|
(a)
|
Included in the Company’s accompanying condensed consolidated statements of operations in interest income, investment securities and other.
|
(3)
|
Average Interest Earning Assets for the periods indicated exclude all Consolidated K-Series assets other than those securities actually owned by the Company.
|
(4)
|
Our Average Interest Earning Assets is calculated each quarter based on daily average amortized cost for the respective periods.
|
(5)
|
Our Weighted Average Yield on Interest Earning Assets was calculated by dividing our annualized interest income by our Average Interest Earning Assets for the respective periods.
|
(6)
|
Our Average Cost of Funds was calculated by dividing our annualized interest expense by our average interest bearing liabilities, excluding our subordinated debentures and convertible notes, for the respective periods. In the three months ended
March 31, 2018
, our subordinated debentures and convertible notes generated interest expense of approximately
$0.6 million
and
$2.6 million
, respectively. In the
three
months ended
March 31, 2017
, our subordinated debentures and convertible notes generated interest expense of approximately
$0.5 million
and
$2.0 million
, respectively. Our Average Cost of Funds includes interest expense on our interest rate swaps and amortization of premium on our swaptions.
|
(7)
|
Portfolio Net Interest Margin is the difference between our Weighted Average Yield on Interest Earning Assets and our Average Cost of Funds, excluding the Weighted Average Cost of subordinated debentures and convertible notes.
|
Quarter Ended
|
|
Agency Fixed-Rate RMBS
|
|
Agency ARMs
|
|
Agency
IOs |
|
Residential
Securitizations |
||||
March 31, 2018
|
|
5.4
|
%
|
|
10.2
|
%
|
|
10.2
|
%
|
|
10.8
|
%
|
December 31, 2017
|
|
6.3
|
%
|
|
12.9
|
%
|
|
17.8
|
%
|
|
22.1
|
%
|
September 30, 2017
|
|
12.8
|
%
|
|
9.4
|
%
|
|
17.4
|
%
|
|
18.2
|
%
|
June 30, 2017
|
|
9.6
|
%
|
|
16.5
|
%
|
|
17.5
|
%
|
|
16.8
|
%
|
March 31, 2017
|
|
10.6
|
%
|
|
8.3
|
%
|
|
15.9
|
%
|
|
5.1
|
%
|
December 31, 2016
|
|
12.3
|
%
|
|
21.7
|
%
|
|
19.4
|
%
|
|
11.1
|
%
|
September 30, 2016
|
|
10.0
|
%
|
|
20.7
|
%
|
|
18.2
|
%
|
|
15.9
|
%
|
June 30, 2016
|
|
10.2
|
%
|
|
17.6
|
%
|
|
15.6
|
%
|
|
17.8
|
%
|
March 31, 2016
|
|
7.9
|
%
|
|
13.5
|
%
|
|
14.7
|
%
|
|
14.8
|
%
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Par Value
|
|
Carrying
Value
|
|
Par Value
|
|
Carrying
Value
|
||||||||
Agency RMBS
|
|
|
|
|
|
|
|
||||||||
ARMs
|
|
|
|
|
|
|
|
||||||||
Prior to 2012
|
$
|
15,879
|
|
|
$
|
16,516
|
|
|
$
|
16,290
|
|
|
$
|
16,899
|
|
2012
|
69,150
|
|
|
70,059
|
|
|
72,498
|
|
|
74,173
|
|
||||
Total ARMs
|
85,029
|
|
|
86,575
|
|
|
88,788
|
|
|
91,072
|
|
||||
Fixed Rate
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior to 2012
|
467
|
|
|
470
|
|
|
597
|
|
|
609
|
|
||||
2012
|
242,918
|
|
|
243,540
|
|
|
257,978
|
|
|
262,792
|
|
||||
2015
|
2,762
|
|
|
2,802
|
|
|
2,786
|
|
|
2,886
|
|
||||
2017
|
785,107
|
|
|
789,070
|
|
|
757,387
|
|
|
780,998
|
|
||||
2018
|
20,478
|
|
|
20,603
|
|
|
—
|
|
|
—
|
|
||||
Total Fixed Rate
|
1,051,732
|
|
|
1,056,485
|
|
|
1,018,748
|
|
|
1,047,285
|
|
||||
IO
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior to 2013
|
99,848
|
|
|
13,900
|
|
|
152,994
|
|
|
21,405
|
|
||||
2013
|
—
|
|
|
—
|
|
|
27,484
|
|
|
4,361
|
|
||||
2014
|
18,511
|
|
|
1,726
|
|
|
19,371
|
|
|
1,944
|
|
||||
2015
|
5,419
|
|
|
954
|
|
|
5,636
|
|
|
956
|
|
||||
2016
|
14,545
|
|
|
1,805
|
|
|
31,480
|
|
|
2,513
|
|
||||
Total IOs
|
138,323
|
|
|
18,385
|
|
|
236,965
|
|
|
31,179
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Agency RMBS
|
1,275,084
|
|
|
1,161,445
|
|
|
1,344,501
|
|
|
1,169,536
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-Agency RMBS
|
|
|
|
|
|
|
|
|
|
|
|
||||
2006
|
198
|
|
|
191
|
|
|
211
|
|
|
192
|
|
||||
2016
|
14,656
|
|
|
14,758
|
|
|
16,978
|
|
|
17,118
|
|
||||
2017
|
84,054
|
|
|
84,263
|
|
|
84,054
|
|
|
84,815
|
|
||||
Total Non-Agency RMBS
|
98,908
|
|
|
99,212
|
|
|
101,243
|
|
|
102,125
|
|
||||
|
|
|
|
|
|
|
|
||||||||
CMBS
|
|
|
|
|
|
|
|
||||||||
Prior to 2013
(1)
|
818,082
|
|
|
48,857
|
|
|
821,746
|
|
|
47,922
|
|
||||
2016
|
34,005
|
|
|
36,055
|
|
|
36,108
|
|
|
38,270
|
|
||||
2017
|
55,220
|
|
|
54,801
|
|
|
55,977
|
|
|
55,228
|
|
||||
Total CMBS
|
907,307
|
|
|
139,713
|
|
|
913,831
|
|
|
141,420
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
2,281,299
|
|
|
$
|
1,400,370
|
|
|
$
|
2,359,575
|
|
|
$
|
1,413,081
|
|
(1)
|
These amounts represent multi-family CMBS available for sale held in securitization trusts at
March 31, 2018
and
December 31, 2017
, respectively.
|
|
Number of Loans
|
|
Unpaid
Principal
|
|
Carrying Value
|
|||||
March 31, 2018
|
231
|
|
|
$
|
74,472
|
|
|
$
|
70,864
|
|
December 31, 2017
|
240
|
|
|
$
|
77,519
|
|
|
$
|
73,820
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Average
|
|
High
|
|
Low
|
|
Average
|
|
High
|
|
Low
|
||||||||||||
General Loan Characteristics:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Original Loan Balance
|
$
|
428
|
|
|
$
|
2,850
|
|
|
$
|
48
|
|
|
$
|
423
|
|
|
$
|
2,850
|
|
|
$
|
48
|
|
Current Coupon Rate
|
3.91
|
%
|
|
5.63
|
%
|
|
2.75
|
%
|
|
3.79
|
%
|
|
5.63
|
%
|
|
2.38
|
%
|
||||||
Gross Margin
|
2.37
|
%
|
|
4.13
|
%
|
|
1.13
|
%
|
|
2.37
|
%
|
|
4.13
|
%
|
|
1.13
|
%
|
||||||
Lifetime Cap
|
11.32
|
%
|
|
13.25
|
%
|
|
9.38
|
%
|
|
11.32
|
%
|
|
13.25
|
%
|
|
9.38
|
%
|
||||||
Original Term (Months)
|
360
|
|
|
360
|
|
|
360
|
|
|
360
|
|
|
360
|
|
|
360
|
|
||||||
Remaining Term (Months)
|
206
|
|
|
213
|
|
|
172
|
|
|
209
|
|
|
216
|
|
|
175
|
|
||||||
Average Months to Reset
|
6
|
|
|
11
|
|
|
1
|
|
|
5
|
|
|
11
|
|
|
1
|
|
||||||
Original FICO Score
|
726
|
|
|
818
|
|
|
603
|
|
|
725
|
|
|
818
|
|
|
603
|
|
||||||
Original LTV
|
69.97
|
%
|
|
95.00
|
%
|
|
16.28
|
%
|
|
70.17
|
%
|
|
95.00
|
%
|
|
16.28
|
%
|
|
Principal
|
|
Premium
|
|
Allowance for
Loan Losses
|
|
Net Carrying
Value
|
||||||||
Balance, January 1, 2018
|
$
|
77,519
|
|
|
$
|
492
|
|
|
$
|
(4,191
|
)
|
|
$
|
73,820
|
|
Principal repayments
|
(3,047
|
)
|
|
—
|
|
|
—
|
|
|
(3,047
|
)
|
||||
Recovery of loan loss
|
—
|
|
|
—
|
|
|
110
|
|
|
110
|
|
||||
Transfer to real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Charge-Offs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of premium
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||
Balance, March 31, 2018
|
$
|
74,472
|
|
|
$
|
473
|
|
|
$
|
(4,081
|
)
|
|
$
|
70,864
|
|
|
Principal
|
|
Premium
|
|
Allowance for
Loan Losses
|
|
Net Carrying Value
|
||||||||
Balance, January 1, 2017
|
$
|
98,303
|
|
|
$
|
623
|
|
|
$
|
(3,782
|
)
|
|
$
|
95,144
|
|
Principal repayments
|
(3,394
|
)
|
|
—
|
|
|
—
|
|
|
(3,394
|
)
|
||||
Provision for loan loss
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
||||
Transfer to real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Charge-Offs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of premium
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
||||
Balance, March 31, 2017
|
$
|
94,909
|
|
|
$
|
599
|
|
|
$
|
(3,797
|
)
|
|
$
|
91,711
|
|
|
Distressed Residential Loans
|
|
Residential Second Mortgages
|
||||||||||||||||||
|
Number of Loans
|
|
Unpaid
Principal |
|
Fair Value
|
|
Number of Loans
|
|
Unpaid
Principal |
|
Fair Value
|
||||||||||
March 31, 2018
|
199
|
|
|
$
|
42,408
|
|
|
$
|
36,423
|
|
|
994
|
|
|
$
|
61,986
|
|
|
$
|
63,057
|
|
December 31, 2017
|
201
|
|
|
$
|
42,789
|
|
|
$
|
36,914
|
|
|
766
|
|
|
$
|
49,316
|
|
|
$
|
50,239
|
|
Combined Loan to Value at Purchase
|
March 31, 2018
|
|
December 31, 2017
|
||
50.00% or less
|
2.9
|
%
|
|
2.4
|
%
|
50.01% - 60.00%
|
3.8
|
%
|
|
4.1
|
%
|
60.01% - 70.00%
|
8.1
|
%
|
|
8.0
|
%
|
70.01% - 80.00%
|
23.3
|
%
|
|
21.5
|
%
|
80.01% - 90.00%
|
59.9
|
%
|
|
62.1
|
%
|
90.01% - 100.00%
|
2.0
|
%
|
|
1.9
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
FICO Scores at Purchase
|
March 31, 2018
|
|
December 31, 2017
|
||
651 to 700
|
13.7
|
%
|
|
10.6
|
%
|
701 to 750
|
57.0
|
%
|
|
58.4
|
%
|
751 to 800
|
26.9
|
%
|
|
28.6
|
%
|
801 and over
|
2.4
|
%
|
|
2.4
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Current Coupon
|
March 31, 2018
|
|
December 31, 2017
|
||
3.00% or less
|
—
|
|
|
—
|
|
3.01% - 4.00%
|
—
|
|
|
—
|
|
4.01% - 5.00%
|
—
|
|
|
—
|
|
5.01% – 6.00%
|
0.7
|
%
|
|
0.7
|
%
|
6.01% and over
|
99.3
|
%
|
|
99.3
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Delinquency Status
|
March 31, 2018
|
|
December 31, 2017
|
||
Current
|
98.7
|
%
|
|
99.5
|
%
|
31 – 60 days
|
1.1
|
%
|
|
0.3
|
%
|
61 – 90 days
|
—
|
|
|
0.1
|
%
|
90+ days
|
0.2
|
%
|
|
0.1
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Origination Year
|
March 31, 2018
|
|
December 31, 2017
|
||
2015
|
0.9
|
%
|
|
1.1
|
%
|
2016
|
19.6
|
%
|
|
26.3
|
%
|
2017
|
54.7
|
%
|
|
72.6
|
%
|
2018
|
24.8
|
%
|
|
—
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Loan to Value at Purchase
|
March 31, 2018
|
|
December 31, 2017
|
||
50.00% or less
|
4.6
|
%
|
|
4.7
|
%
|
50.01% - 60.00%
|
5.1
|
%
|
|
5.1
|
%
|
60.01% - 70.00%
|
7.9
|
%
|
|
7.8
|
%
|
70.01% - 80.00%
|
12.3
|
%
|
|
12.4
|
%
|
80.01% - 90.00%
|
14.0
|
%
|
|
14.1
|
%
|
90.01% - 100.00%
|
15.6
|
%
|
|
15.7
|
%
|
100.01% and over
|
40.5
|
%
|
|
40.2
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
FICO Scores at Purchase
|
March 31, 2018
|
|
December 31, 2017
|
||
550 or less
|
19.7
|
%
|
|
19.9
|
%
|
551 to 600
|
29.2
|
%
|
|
29.2
|
%
|
601 to 650
|
27.8
|
%
|
|
27.8
|
%
|
651 to 700
|
13.6
|
%
|
|
13.4
|
%
|
701 to 750
|
6.1
|
%
|
|
6.2
|
%
|
751 to 800
|
3.1
|
%
|
|
3.0
|
%
|
801 and over
|
0.5
|
%
|
|
0.5
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Current Coupon
|
March 31, 2018
|
|
December 31, 2017
|
||
3.00% or less
|
9.9
|
%
|
|
9.7
|
%
|
3.01% - 4.00%
|
14.0
|
%
|
|
13.9
|
%
|
4.01% - 5.00%
|
23.5
|
%
|
|
23.0
|
%
|
5.01% – 6.00%
|
11.9
|
%
|
|
11.9
|
%
|
6.01% and over
|
40.7
|
%
|
|
41.5
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Delinquency Status
|
March 31, 2018
|
|
December 31, 2017
|
||
Current
|
71.1
|
%
|
|
65.2
|
%
|
31 – 60 days
|
10.7
|
%
|
|
11.5
|
%
|
61 – 90 days
|
3.0
|
%
|
|
5.1
|
%
|
90+ days
|
15.2
|
%
|
|
18.2
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Origination Year
|
March 31, 2018
|
|
December 31, 2017
|
||
2005 or earlier
|
25.7
|
%
|
|
26.0
|
%
|
2006
|
16.6
|
%
|
|
16.5
|
%
|
2007
|
30.8
|
%
|
|
30.6
|
%
|
2008 or later
|
26.9
|
%
|
|
26.9
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Current balance of loans
|
$
|
11,434,684
|
|
|
$
|
11,479,393
|
|
Number of loans
|
662
|
|
|
662
|
|
||
Weighted average original LTV
|
69.5
|
%
|
|
69.5
|
%
|
||
Weighted average underwritten debt service coverage ratio
|
1.44x
|
|
|
1.44x
|
|
||
Current average loan size
|
$
|
17,273
|
|
|
$
|
17,340
|
|
Weighted average original loan term (in months)
|
120
|
|
|
120
|
|
||
Weighted average current remaining term (in months)
|
61
|
|
|
64
|
|
||
Weighted average loan rate
|
4.32
|
%
|
|
4.32
|
%
|
||
First mortgages
|
100
|
%
|
|
100
|
%
|
||
Geographic state concentration (greater than 5.0%):
|
|
|
|
||||
California
|
14.7
|
%
|
|
14.7
|
%
|
||
Texas
|
12.7
|
%
|
|
12.7
|
%
|
||
New York
|
6.5
|
%
|
|
6.5
|
%
|
||
Maryland
|
5.5
|
%
|
|
5.5
|
%
|
|
March 31, 2018
|
|||||||||||||||
|
Count
|
|
Carrying Amount
(1)
|
|
Investment Amount
(1)
|
|
Weighted Average Interest or Preferred Return Rate
(2)
|
|
Weighted Average Remaining Life (Years)
|
|||||||
Preferred equity investments
|
21
|
|
|
$
|
147,411
|
|
|
$
|
148,978
|
|
|
11.89
|
%
|
|
6.7
|
|
Mezzanine loans
|
3
|
|
|
6,595
|
|
|
6,626
|
|
|
12.92
|
%
|
|
6.6
|
|
||
Total
|
24
|
|
|
$
|
154,006
|
|
|
$
|
155,604
|
|
|
11.93
|
%
|
|
6.7
|
|
|
December 31, 2017
|
|||||||||||||||
|
Count
|
|
Carrying Amount
(1)
|
|
Investment Amount
(1)
|
|
Weighted Average Interest or Preferred Return Rate
(2)
|
|
Weighted Average Remaining Life (Years)
|
|||||||
Preferred equity investments
|
20
|
|
|
$
|
132,009
|
|
|
$
|
133,618
|
|
|
12.02
|
%
|
|
6.6
|
|
Mezzanine loans
|
3
|
|
|
6,911
|
|
|
6,942
|
|
|
12.95
|
%
|
|
6.8
|
|
||
Total
|
23
|
|
|
$
|
138,920
|
|
|
$
|
140,560
|
|
|
12.07
|
%
|
|
6.6
|
|
(1)
|
The difference between the carrying amount and the investment amount consists of any unamortized premium or discount, deferred fees, or deferred expenses.
|
(2)
|
Based upon investment amount and contractual interest or preferred return rate.
|
Combined Loan to Value at Investment
|
March 31, 2018
|
|
December 31, 2017
|
||
70.01% - 80.00%
|
4.9
|
%
|
|
5.4
|
%
|
80.01% - 90.00%
|
95.1
|
%
|
|
94.6
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Quarter Ended
|
|
Quarterly Average
Balance
|
|
End of Quarter
Balance
|
|
Maximum Balance
at any Month-End
|
||||||
March 31, 2018
|
|
$
|
1,287,939
|
|
|
$
|
1,287,314
|
|
|
$
|
1,297,949
|
|
|
|
|
|
|
|
|
||||||
December 31, 2017
|
|
$
|
1,224,771
|
|
|
$
|
1,276,918
|
|
|
$
|
1,276,918
|
|
September 30, 2017
|
|
$
|
624,398
|
|
|
$
|
608,304
|
|
|
$
|
645,457
|
|
June 30, 2017
|
|
$
|
688,853
|
|
|
$
|
656,350
|
|
|
$
|
719,222
|
|
March 31, 2017
|
|
$
|
702,675
|
|
|
$
|
702,309
|
|
|
$
|
762,382
|
|
|
|
|
|
|
|
|
||||||
December 31, 2016
|
|
$
|
742,594
|
|
|
$
|
773,142
|
|
|
$
|
773,142
|
|
September 30, 2016
|
|
$
|
686,348
|
|
|
$
|
671,774
|
|
|
$
|
699,506
|
|
June 30, 2016
|
|
$
|
615,930
|
|
|
$
|
618,050
|
|
|
$
|
642,536
|
|
March 31, 2016
|
|
$
|
576,822
|
|
|
$
|
589,919
|
|
|
$
|
589,919
|
|
|
Three Months Ended March 31, 2018
|
|||||||||
|
Amount
|
|
Shares
|
|
Per Share
(1)
|
|||||
Beginning Balance
|
$
|
671,865
|
|
|
111,910
|
|
|
$
|
6.00
|
|
Common stock issuance, net
(2)
|
389
|
|
|
207
|
|
|
|
|
||
Balance after share issuance activity
|
672,254
|
|
|
112,117
|
|
|
6.00
|
|
||
Dividends declared
|
(22,423
|
)
|
|
|
|
|
(0.20
|
)
|
||
Net change in accumulated other comprehensive income:
|
|
|
|
|
|
|||||
Investment securities
|
(24,478
|
)
|
|
|
|
|
(0.22
|
)
|
||
Net income attributable to Company's common stockholders
|
23,693
|
|
|
|
|
|
0.21
|
|
||
Ending Balance
|
$
|
649,046
|
|
|
112,117
|
|
|
$
|
5.79
|
|
(1)
|
Outstanding shares used to calculate book value per share for the ending balance is based on outstanding shares as of
March 31, 2018
of
112,116,506
.
|
(2)
|
Includes amortization of stock based compensation.
|
Fair Value Changes
|
||||
Changes in Interest Rates
|
|
Changes in Fair Value
|
|
Net Duration
|
(basis points)
|
|
(dollar amounts in thousands)
|
|
|
+200
|
|
$(102,647)
|
|
2.5
|
+100
|
|
$(44,943)
|
|
2.2
|
Base
|
|
|
|
1.3
|
-100
|
|
$13,118
|
|
0.3
|
Exhibit
|
|
Description
|
|
|
|
|
Membership Interest Purchase Agreement, by and among Donlon Family LLC, JMP Investment Holdings LLC, Hypotheca Capital, LLC, RiverBanc LLC and New York Mortgage Trust, Inc., dated May 3, 2016 (Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on May 5, 2016).
|
|
|
|
|
|
Articles of Amendment and Restatement of New York Mortgage Trust, Inc., as amended (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 10, 2014).
|
|
|
|
|
|
Bylaws of New York Mortgage Trust, Inc., as amended (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 4, 2011).
|
|
|
|
|
|
Articles Supplementary designating the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) (Incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on May 31, 2013).
|
|
|
|
|
|
Articles Supplementary classifying and designating 2,550,000 additional shares of the Company’s Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 20, 2015).
|
|
|
|
|
|
Articles Supplementary classifying and designating the 7.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) (Incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on April 21, 2015).
|
|
|
|
|
|
Articles Supplementary classifying and designating the Company's 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).
|
|
|
|
|
|
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 as filed with the Securities and Exchange Commission (Registration No. 333-111668), effective June 23, 2004).
|
|
|
|
|
|
Form of Certificate representing the Series B Preferred Stock (Incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on May 31, 2013).
|
|
|
|
|
|
Form of Certificate representing the Series C Preferred Stock (Incorporated by reference to Exhibit 3.6 of the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on April 21, 2015).
|
|
|
|
|
|
Form of Certificate representing the Series D Preferred Stock (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).
|
|
|
|
|
|
Junior Subordinated Indenture between The New York Mortgage Company, LLC and JPMorgan Chase Bank, National Association, as trustee, dated September 1, 2005 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 6, 2005).
|
|
|
|
|
|
Parent Guarantee Agreement between New York Mortgage Trust, Inc. and JPMorgan Chase Bank, National Association, as guarantee trustee, dated September 1, 2005 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 6, 2005).
|
|
|
|
|
Junior Subordinated Indenture between The New York Mortgage Company, LLC and JPMorgan Chase Bank, National Association, as trustee, dated March 15, 2005 (Incorporated by reference to Exhibit 4.3(a) to the Company's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 9, 2012).
|
|
|
|
|
|
Parent Guarantee Agreement between New York Mortgage Trust, Inc. and JPMorgan Chase Bank, National Association, as guarantee trustee, dated March 15, 2005 (Incorporated by reference to Exhibit 4.3(b) to the Company's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 9, 2012).
|
|
|
|
|
|
Indenture, dated April 15, 2016, by and between NYMT Residential 2016-RP1, LLC and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 19, 2016.)
|
|
|
|
|
|
Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
|
|
|
|
|
|
First Supplemental Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
|
|
|
|
|
|
Form of 6.25% Senior Convertible Notes Due 2022 of the Company (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
|
|
|
|
|
|
|
Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
|
|
|
|
|
New York Mortgage Trust, Inc.'s 2018 Annual Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).
|
|
|
|
|
|
Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).
|
|
|
|
|
|
Third Amended and Restated Employment Agreement, dated as of April 19, 2018, between New York Mortgage Trust, Inc. and Steven R. Mumma (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2018).
|
|
Statement re: Computation of Ratios.
|
|
|
|
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
101.INS
|
|
XBRL Instance Document **
|
|
|
|
101.SCH
|
|
Taxonomy Extension Schema Document **
|
|
|
|
101.CAL
|
|
Taxonomy Extension Calculation Linkbase Document **
|
|
|
|
101.DEF XBRL
|
|
Taxonomy Extension Definition Linkbase Document **
|
|
|
|
101.LAB
|
|
Taxonomy Extension Label Linkbase Document **
|
|
|
|
101.PRE
|
|
Taxonomy Extension Label Linkbase Document **
|
*
|
Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
**
|
Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at
March 31, 2018
and
December 31, 2017
; (ii) Condensed Consolidated Statements of Operations for the
three
months ended
March 31, 2018
and
2017
; (iii) Condensed Consolidated Statements of Comprehensive Income for the
three
months ended
March 31, 2018
and
2017
; (iv) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the
three
months ended
March 31, 2018
; (v) Condensed Consolidated Statements of Cash Flows for the
three
months ended
March 31, 2018
and
2017
; and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
NEW YORK MORTGAGE TRUST, INC.
|
|
|
|
|
Date: May 8, 2018
|
By:
|
/s/ Steven R. Mumma
|
|
|
Steven R. Mumma
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
Exhibit
|
|
Description
|
|
|
|
|
Membership Interest Purchase Agreement, by and among Donlon Family LLC, JMP Investment Holdings LLC, Hypotheca Capital, LLC, RiverBanc LLC and New York Mortgage Trust, Inc., dated May 3, 2016 (Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on May 5, 2016).
|
|
|
|
|
|
Articles of Amendment and Restatement of New York Mortgage Trust, Inc., as amended (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 10, 2014).
|
|
|
|
|
|
Bylaws of New York Mortgage Trust, Inc., as amended (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 4, 2011).
|
|
|
|
|
|
Articles Supplementary designating the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) (Incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on May 31, 2013).
|
|
|
|
|
|
Articles Supplementary classifying and designating 2,550,000 additional shares of the Company’s Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 20, 2015).
|
|
|
|
|
|
Articles Supplementary classifying and designating the 7.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) (Incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on April 21, 2015).
|
|
|
|
|
|
Articles Supplementary classifying and designating the Company's 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).
|
|
|
|
|
|
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 as filed with the Securities and Exchange Commission (Registration No. 333-111668), effective June 23, 2004).
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Form of Certificate representing the Series B Preferred Stock (Incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on May 31, 2013).
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Form of Certificate representing the Series C Preferred Stock (Incorporated by reference to Exhibit 3.6 of the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on April 21, 2015).
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Form of Certificate representing the Series D Preferred Stock (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).
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Junior Subordinated Indenture between The New York Mortgage Company, LLC and JPMorgan Chase Bank, National Association, as trustee, dated September 1, 2005 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 6, 2005).
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Parent Guarantee Agreement between New York Mortgage Trust, Inc. and JPMorgan Chase Bank, National Association, as guarantee trustee, dated September 1, 2005 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 6, 2005).
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Junior Subordinated Indenture between The New York Mortgage Company, LLC and JPMorgan Chase Bank, National Association, as trustee, dated March 15, 2005 (Incorporated by reference to Exhibit 4.3(a) to the Company's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 9, 2012).
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Parent Guarantee Agreement between New York Mortgage Trust, Inc. and JPMorgan Chase Bank, National Association, as guarantee trustee, dated March 15, 2005 (Incorporated by reference to Exhibit 4.3(b) to the Company's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 9, 2012).
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Indenture, dated April 15, 2016, by and between NYMT Residential 2016-RP1, LLC and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 19, 2016.)
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Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
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First Supplemental Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
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Form of 6.25% Senior Convertible Notes Due 2022 of the Company (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
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Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
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New York Mortgage Trust, Inc.'s 2018 Annual Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).
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Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).
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Third Amended and Restated Employment Agreement, dated as of April 19, 2018, between New York Mortgage Trust, Inc. and Steven R. Mumma (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2018).
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Statement re: Computation of Ratios.
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Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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101.INS
|
|
XBRL Instance Document **
|
|
|
|
101.SCH
|
|
Taxonomy Extension Schema Document **
|
|
|
|
101.CAL
|
|
Taxonomy Extension Calculation Linkbase Document **
|
|
|
|
101.DEF XBRL
|
|
Taxonomy Extension Definition Linkbase Document **
|
|
|
|
101.LAB
|
|
Taxonomy Extension Label Linkbase Document **
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|
|
101.PRE
|
|
Taxonomy Extension Label Linkbase Document **
|
*
|
Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
**
|
Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at
March 31, 2018
and
December 31, 2017
; (ii) Condensed Consolidated Statements of Operations for the
three
months ended
March 31, 2018
and
2017
; (iii) Condensed Consolidated Statements of Comprehensive Income for the
three
months ended
March 31, 2018
and
2017
; (iv) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the
three
months ended
March 31, 2018
; (v) Condensed Consolidated Statements of Cash Flows for the
three
months ended
March 31, 2018
and
2017
; and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
For the Three Months Ended March, 31
|
|
For the Years Ended December 31,
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pretax income from operations
|
$
|
32,007
|
|
|
$
|
91,922
|
|
|
$
|
70,655
|
|
|
$
|
82,548
|
|
|
$
|
142,586
|
|
|
$
|
69,694
|
|
Fixed charges
(1)
|
14,661
|
|
|
46,436
|
|
|
32,115
|
|
|
27,680
|
|
|
25,094
|
|
|
20,949
|
|
||||||
Income from unconsolidated entities
|
(1,617
|
)
|
|
(11,921
|
)
|
|
(13,055
|
)
|
|
(7,865
|
)
|
|
(4,562
|
)
|
|
(2,297
|
)
|
||||||
Distributions of income from unconsolidated entities
|
200
|
|
|
7,628
|
|
|
7,509
|
|
|
5,392
|
|
|
2,238
|
|
|
2,112
|
|
||||||
(Income) loss attributable to non-controlling interest in consolidated variable interest entities
|
(2,468
|
)
|
|
3,413
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Earnings
|
$
|
42,783
|
|
|
$
|
137,478
|
|
|
$
|
97,215
|
|
|
$
|
107,755
|
|
|
$
|
165,356
|
|
|
$
|
90,458
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
(1)
|
$
|
14,661
|
|
|
$
|
46,436
|
|
|
$
|
32,115
|
|
|
$
|
27,680
|
|
|
$
|
25,094
|
|
|
$
|
20,949
|
|
Total Fixed Charges
|
14,661
|
|
|
46,436
|
|
|
32,115
|
|
|
27,680
|
|
|
25,094
|
|
|
20,949
|
|
||||||
Preferred stock dividends
|
5,925
|
|
|
15,660
|
|
|
12,900
|
|
|
10,990
|
|
|
5,812
|
|
|
3,568
|
|
||||||
Total Combined Fixed Charges and Preferred Stock Dividends
|
$
|
20,586
|
|
|
$
|
62,096
|
|
|
$
|
45,015
|
|
|
$
|
38,670
|
|
|
$
|
30,906
|
|
|
$
|
24,517
|
|
Ratio of earnings to fixed charges
|
2.92
|
|
|
2.96
|
|
|
3.03
|
|
|
3.89
|
|
|
6.59
|
|
|
4.32
|
|
||||||
Ratio of earnings to combined fixed charges and preferred stock dividends
|
2.08
|
|
|
2.21
|
|
|
2.16
|
|
|
2.79
|
|
|
5.35
|
|
|
3.69
|
|
||||||
Deficiency related to ratio of earnings to fixed charges
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
||||||
Deficiency related to ratio of earnings to combined fixed charges and preferred stock dividends
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
(1)
|
Excludes interest expense on multi-family collateralized debt obligations of the Consolidated K-Series, which we are required to consolidate in our financial statements under generally accepted accounting principles. We do not have any claims to the assets (other than the securities represented by our first loss pieces) or obligations for the liabilities of the Consolidated K-Series.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2018
of New York Mortgage Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
As the principal executive officer, principal financial officer, and principal accounting officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
As the principal executive officer, principal financial officer and principal accounting officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 8, 2018
|
|
|
/s/ Steven R. Mumma
|
|
Steven R. Mumma
|
|
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
Date: May 8, 2018
|
|
|
/s/ Steven R. Mumma
|
|
Steven R. Mumma
|
|
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|