Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2015 |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 11.—Fair Value of Financial Instruments |
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The use of fair value to measure the Company’s financial instruments is fundamental to its consolidated financial statements and is a critical accounting estimate because a substantial portion of its assets and liabilities are recorded at estimated fair value. |
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The following table presents the estimated fair value of financial instruments included in the consolidated financial statements as of the dates indicated: |
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| | March 31, 2015 | | December 31, 2014 | | | | |
| | Carrying | | Estimated Fair Value | | Carrying | | Estimated Fair Value | | | | |
| | Amount | | Level 1 | | Level 2 | | Level 3 | | Amount | | Level 1 | | Level 2 | | Level 3 | | | | |
Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 5,635 | | $ | 5,635 | | $ | — | | $ | — | | $ | 10,073 | | $ | 10,073 | | $ | — | | $ | — | | | | |
Restricted cash | | 4,932 | | 4,932 | | — | | — | | 2,420 | | 2,420 | | — | | — | | | | |
Mortgage loans held-for-sale | | 531,586 | | — | | 531,586 | | — | | 239,391 | | — | | 239,391 | | — | | | | |
Finance receivables | | 53,340 | | — | | 53,340 | | — | | 8,358 | | — | | 8,358 | | — | | | | |
Mortgage servicing rights | | 26,656 | | — | | — | | 26,656 | | 24,418 | | — | | — | | 24,418 | | | | |
Derivative assets, lending, net | | 12,769 | | — | | — | | 12,769 | | 2,884 | | — | | — | | 2,884 | | | | |
Investment securities available-for-sale | | 88 | | — | | — | | 88 | | 92 | | — | | — | | 92 | | | | |
Securitized mortgage collateral | | 5,110,983 | | — | | — | | 5,110,983 | | 5,249,639 | | — | | — | | 5,249,639 | | | | |
Warrant | | 91 | | — | | — | | 91 | | 84 | | — | | — | | 84 | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | |
Warehouse borrowings | | $ | 552,493 | | $ | — | | $ | 552,493 | | $ | — | | $ | 226,718 | | $ | — | | $ | 226,718 | | $ | — | | | | |
Short-term structured debt | | 4,156 | | — | | — | | 4,156 | | 6,000 | | — | | — | | 6,000 | | | | |
Line of credit | | 4,000 | | — | | 4,000 | | — | | 4,000 | | — | | 4,000 | | — | | | | |
Contingent consideration | | 124,592 | | — | | — | | 124,592 | | — | | — | | — | | — | | | | |
Convertible notes | | 20,000 | | — | | — | | 20,000 | | 20,000 | | — | | — | | 20,000 | | | | |
Long-term debt | | 29,646 | | — | | — | | 29,646 | | 22,122 | | — | | — | | 22,122 | | | | |
Securitized mortgage borrowings | | 5,109,133 | | — | | — | | 5,109,133 | | 5,245,860 | | — | | — | | 5,245,860 | | | | |
Derivative liabilities, securitized trusts | | 4,499 | | — | | — | | 4,499 | | 5,447 | | — | | — | | 5,447 | | | | |
Derivative liabilities, lending, net | | 2,948 | | — | | 2,948 | | — | | 930 | | — | | 930 | | — | | | | |
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The fair value amounts above have been estimated by management using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop the estimates of fair value in both inactive and orderly markets. Accordingly, the estimates presented are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. |
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For securitized mortgage collateral and securitized mortgage borrowings, the underlying Alt-A residential and commercial loans and mortgage-backed securities market have experienced significant declines in market activity, along with a lack of orderly transactions. The Company’s methodology to estimate fair value of these assets and liabilities include the use of internal pricing techniques such as the net present value of future expected cash flows (with observable market participant assumptions, where available) discounted at a rate of return based on the Company’s estimates of market participant requirements. The significant assumptions utilized in these internal pricing techniques, which are based on the characteristics of the underlying collateral, include estimated credit losses, estimated prepayment speeds and appropriate discount rates. |
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Refer to Recurring Fair Value Measurements below for a description of the valuation methods used to determine the fair value of investment securities available-for-sale, warrant, securitized mortgage collateral and borrowings, derivative assets and liabilities, contingent consideration, long-term debt, mortgage servicing rights and mortgage loans held-for-sale. |
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The carrying amount of cash, cash equivalents and restricted cash approximates fair value. |
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Finance receivables carrying amounts approximate fair value due to the short-term nature of the assets and do not present unanticipated interest rate or credit concerns. |
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Warehouse borrowings carrying amounts approximate fair value due to the short-term nature of the liabilities and do not present unanticipated interest rate or credit concerns. |
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Convertible notes are recorded at amortized cost. The estimated fair value is determined using a discounted cash flow model using estimated market rates. |
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Line of credit carrying amount approximates fair value due to the short-term nature of the liability and does not present unanticipated interest rate or credit concerns. |
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Fair Value Hierarchy |
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The application of fair value measurements may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability or whether management has elected to carry the item at its estimated fair value. |
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FASB ASC 820-10-35 specifies a hierarchy of valuation techniques based on whether the inputs to those techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: |
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| · | | Level 1—Quoted prices (unadjusted) in active markets for identical instruments or liabilities that an entity has the ability to assess at measurement date. | | | | | | | | | | | | | | | | | | | | | | | | | |
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| · | | Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices that are observable for an asset or liability, including interest rates and yield curves observable at commonly quoted intervals, prepayment speeds, loss severities, credit risks and default rates; and market-corroborated inputs. | | | | | | | | | | | | | | | | | | | | | | | | | |
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| · | | Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers is unobservable. | | | | | | | | | | | | | | | | | | | | | | | | | |
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This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when estimating fair value. |
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As a result of the lack of observable market data resulting from inactive markets, the Company has classified its investment securities available-for-sale, securitized mortgage collateral and borrowings, net derivative liabilities, securitized trusts, long-term debt, interest rate lock commitments (IRLCs), mortgage servicing rights, warrant and contingent consideration as Level 3 fair value measurements. Level 3 assets and liabilities were 91% and 99% and 96% and 99%, respectively, of total assets and total liabilities measured at estimated fair value at March 31, 2015 and December 31, 2014. |
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Recurring Fair Value Measurements |
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The Company assesses the financial instruments on a quarterly basis to determine the appropriate classification within the fair value hierarchy, as defined by ASC Topic 810. Transfers between fair value classifications occur when there are changes in pricing observability levels. Transfers of financial instruments among the levels occur at the beginning of the reporting period. There were no material transfers between our Level 1 and Level 2 classified instruments during the three months ended March 31, 2015. |
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The following tables present the Company’s assets and liabilities that are measured at estimated fair value on a recurring basis, including financial instruments for which the Company has elected the fair value option at March 31, 2015 and December 31, 2014, based on the fair value hierarchy: |
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| | Recurring Fair Value Measurements | | | | | | | | | | |
| | March 31, 2015 | | December 31, 2014 | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | |
Investment securities available-for-sale | | $ | — | | $ | — | | $ | 88 | | $ | — | | $ | — | | $ | 92 | | | | | | | | | | |
Mortgage loans held-for-sale | | — | | 531,586 | | — | | — | | 239,391 | | — | | | | | | | | | | |
Derivative assets, lending, net (1) | | — | | — | | 12,769 | | — | | — | | 2,884 | | | | | | | | | | |
Mortgage servicing rights | | — | | — | | 26,656 | | — | | — | | 24,418 | | | | | | | | | | |
Warrant (2) | | — | | — | | 91 | | — | | — | | 84 | | | | | | | | | | |
Securitized mortgage collateral | | — | | — | | 5,110,983 | | — | | — | | 5,249,639 | | | | | | | | | | |
Total assets at fair value | | $ | — | | $ | 531,586 | | $ | 5,150,587 | | $ | — | | $ | 239,391 | | $ | 5,277,117 | | | | | | | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | | | |
Securitized mortgage borrowings | | $ | — | | $ | — | | $ | 5,109,133 | | $ | — | | $ | — | | $ | 5,245,860 | | | | | | | | | | |
Derivative liabilities, securitized trusts (3) | | — | | — | | 4,499 | | — | | — | | 5,447 | | | | | | | | | | |
Long-term debt | | — | | — | | 29,646 | | — | | — | | 22,122 | | | | | | | | | | |
Contingent consideration | | — | | — | | 124,592 | | — | | — | | — | | | | | | | | | | |
Derivative liabilities, lending, net (4) | | — | | 2,948 | | — | | — | | 930 | | — | | | | | | | | | | |
Total liabilities at fair value | | $ | — | | $ | 2,948 | | $ | 5,267,870 | | $ | — | | $ | 930 | | $ | 5,273,429 | | | | | | | | | | |
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| -1 | | At March 31, 2015, derivative assets, lending, net included $12.8 million in IRLCs associated with the Company’s mortgage lending operations, and is included in other assets in the accompanying consolidated balance sheets. At December 31, 2014, derivative assets, lending, net included $3.0 million in IRLCs associated with the Company’s mortgage lending operations, and is included in other assets in the accompanying consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -2 | | Included in other assets in the accompanying consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -3 | | At March 31, 2015 and December 31, 2014, derivative liabilities, securitized trusts, are included within trust liabilities in the accompanying consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -4 | | At March 31, 2015 and December 31, 2014, derivative liabilities, lending, net are included in other liabilities in the accompanying consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | | | |
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The following tables present reconciliations for all assets and liabilities measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2015 and 2014: |
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| | Level 3 Recurring Fair Value Measurements | |
| | For the three months ended March 31, 2015 | |
| | Investment | | Securitized | | Securitized | | Derivative | | Mortgage | | Interest rate lock | | Long-term | | Contingent | | Warrant | |
securities | mortgage | mortgage | liabilities, net, | servicing | commitments, | debt | consideration |
available-for-sale | collateral | borrowings | securitized | rights | net | | |
| | | trusts | | | | |
Fair value, December 31, 2014 | | $ | 92 | | $ | 5,249,639 | | $ | (5,245,860 | | $ | (5,447 | | $ | 24,418 | | $ | 2,884 | | $ | -22,122 | | $ | — | | $ | 84 | |
Total gains (losses) included in earnings: | | | | | | | | | | | | | | | | | | | |
Interest income (1) | | 4 | | 17,718 | | — | | — | | — | | — | | — | | — | | — | |
Interest expense (1) | | — | | — | | (56,366 | | — | | — | | — | | -408 | | — | | — | |
Change in fair value | | 34 | | -1,854 | | 3,855 | | (241 | | (3,094 | | 9,885 | | -7,116 | | — | | 7 | |
Total gains (losses) included in earnings | | 38 | | 15,864 | | (52,511 | | (241 | | (3,094 | | 9,885 | | -7,524 | | — | | 7 | |
Transfers in and/or out of Level 3 | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Purchases, issuances and settlements | | | | | | | | | | | | | | | | | | | |
Purchases | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Issuances | | — | | — | | — | | — | | 22,371 | | — | | — | | -124,592 | | — | |
Settlements | | -42 | | -154,520 | | 189,238 | | 1,189 | | -17,039 | | — | | — | | — | | — | |
Fair value, March 31, 2015 | | $ | 88 | | $ | 5,110,983 | | $ | -5,109,133 | | $ | -4,499 | | $ | 26,656 | | $ | 12,769 | | $ | -29,646 | | $ | -124,592 | | $ | 91 | |
Unrealized gains (losses) still held (2) | | $ | 88 | | $ | -1,261,569 | | $ | 3,399,502 | | $ | (4,164 | | $ | 26,656 | | $ | 12,769 | | $ | 41,117 | | $ | -124,592 | | $ | 91 | |
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(1)Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities. The net interest income, including cash received and paid, was $2.2 million for the three months ended March 31, 2015. The difference between accretion of interest income and expense and the amounts of interest income and expense recognized in the consolidated statements of operations is primarily from contractual interest on the securitized mortgage collateral and borrowings. |
(2)Represents the amount of unrealized gains (losses) relating to assets and liabilities classified as Level 3 that are still held and reflected in the fair values at March 31, 2015. |
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| | Level 3 Recurring Fair Value Measurements | | | | | | | |
| | For the three months ended March 31, 2014 | | | | | | | |
| | Investment | | Securitized | | Securitized | | Derivative | | Mortgage | | Interest rate lock | | Long-term | | | | | | | |
securities | mortgage | mortgage | liabilities, net, | servicing | commitments, | debt | | | | | | |
available-for-sale | collateral | borrowings | securitized | rights | net | | | | | | | |
| | | trusts | | | | | | | | | |
Fair value, December 31, 2013 | | $ | 108 | | $ | 5,494,152 | | $ | -5,492,371 | | $ | -10,214 | | $ | 35,981 | | $ | 913 | | $ | -15,871 | | | | | | | |
Total gains (losses) included in earnings: | | | | | | | | | | | | | | | | | | | | | |
Interest income (1) | | 7 | | 9,815 | | — | | — | | — | | — | | — | | | | | | | |
Interest expense (1) | | — | | — | | -58,174 | | — | | — | | — | | -714 | | | | | | | |
Change in fair value | | — | | 109,886 | | (112,768 | ) | -161 | | -961 | | 513 | | -650 | | | | | | | |
Total gains (losses) included in earnings | | 7 | | 119,701 | | -170,942 | | -161 | | -961 | | 513 | | -1,364 | | | | | | | |
Transfers in and/or out of Level 3 | | — | | — | | — | | — | | — | | | | — | | | | | | | |
Purchases, issuances and settlements | | | | | | | | | | | | | | | | | | | | | |
Purchases | | — | | — | | — | | — | | | | | | — | | | | | | | |
Issuances | | — | | — | | — | | — | | 3,763 | | — | | — | | | | | | | |
Settlements | | -11 | | -153,337 | | 202,255 | | 1,230 | | -13,704 | | -11 | | — | | | | | | | |
Fair value, March 31, 2014 | | $ | 104 | | $ | 5,460,516 | | $ | -5,461,058 | | $ | -9,145 | | $ | 25,079 | | $ | 1,415 | | $ | -17,235 | | | | | | | |
Unrealized gains (losses) still held (2) | | $ | 72 | | $ | -1,726,236 | | $ | 3,879,070 | | $ | -8,610 | | $ | 25,079 | | $ | 1,415 | | $ | 53,528 | | | | | | | |
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| -1 | | Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities. The net interest income, including cash received and paid, was $1.0 million for the three months ended March 31, 2014. The difference between accretion of interest income and expense and the amounts of interest income and expense recognized in the consolidated statements of operations is primarily from contractual interest on the securitized mortgage collateral and borrowings. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -2 | | Represents the amount of unrealized gains (losses) relating to assets and liabilities classified as Level 3 that are still held and reflected in the fair values at March 31, 2014. | | | | | | | | | | | | | | | | | | | | | | | | | |
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The following table presents quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring and non-recurring basis at March 31, 2015: |
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Financial Instrument | | Estimated Fair | | Valuation | | Unobservable Input | | Range of | | Weighted | | | | | | | | | | | | | | | | | |
Value | Technique | Inputs | Average | | | | | | | | | | | | | | | | |
Assets and liabilities backed by real estate | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment securities available-for-sale, | | $ | 88 | | DCF | | Discount rates | | 3.2 - 25.0% | | 4.9 | % | | | | | | | | | | | | | | | | |
Securitized mortgage collateral, and | | 5,110,983 | | | | Prepayment rates | | 1.1 - 35.1% | | 5.5 | % | | | | | | | | | | | | | | | | |
Securitized mortgage borrowings | | -5,109,133 | | | | Default rates | | 0.7 - 11.8% | | 2.9 | % | | | | | | | | | | | | | | | | |
| | | | | | Loss severities | | 1.5 - 62.0% | | 38.4 | % | | | | | | | | | | | | | | | | |
Other assets and liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage servicing rights | | $ | 26,656 | | DCF | | Discount rate | | 9.1 - 11.9% | | 9.2 | % | | | | | | | | | | | | | | | | |
| | | | | | Prepayment rates | | 10.4 - 44.4% | | 10.7 | % | | | | | | | | | | | | | | | | |
Derivative liabilities, net, securitized trusts | | -4,499 | | DCF | | 1M forward LIBOR | | 0.2 - 2.7% | | N/A | | | | | | | | | | | | | | | | | |
Derivative assets - IRLCs, net | | 12,769 | | Market pricing | | Pull -through rate | | 42.0 - 99.0% | | 80.0 | % | | | | | | | | | | | | | | | | |
Long-term debt | | -29,646 | | DCF | | Discount rate | | 15.0% | | 15.0 | % | | | | | | | | | | | | | | | | |
Lease liability | | -1,413 | | DCF | | Discount rate | | 12.0% | | 12.0 | % | | | | | | | | | | | | | | | | |
Contingent consideration | | -124,592 | | DCF | | Discount rate | | 15.0% | | 15.0 | % | | | | | | | | | | | | | | | | |
| | | | | | Probability of outcomes (1) | | 10.0 - 45.0% | | 30.4 | % | | | | | | | | | | | | | | | | |
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DCF =iscounted Cash Flow |
1M = Month |
| -1 | | Probability of outcomes is the probability of projected CCM earnings over the earn-out period based upon three scenarios (base, low and high). | | | | | | | | | | | | | | | | | | | | | | | | | |
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For assets and liabilities backed by real estate, a significant increase in discount rates, default rates or loss severities would result in a significantly lower estimated fair value. The effect of changes in prepayment speeds would have differing effects depending on the seniority or other characteristics of the instrument. For other assets and liabilities, a significant increase in discount rates would result in a significantly lower estimated fair value. A significant increase in one-month LIBOR would result in a significantly higher estimated fair value for derivative liabilities, net, securitized trusts. The Company believes that the imprecision of an estimate could be significant. |
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The following tables present the changes in recurring fair value measurements included in net earnings (loss) for the three months ended March 31, 2015 and 2014: |
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| | Recurring Fair Value Measurements | | | | | | | |
| | Change in Fair Value Included in Net Earnings | | | | | | | |
| | For the three months ended March 31, 2015 | | | | | | | |
| | | | | | Change in Fair Value of | | | | | | | | | | | | | |
| | Interest | | Interest | | Net Trust | | Long-term | | Other | | Gain on sale | | Total | | | | | | | |
Income (1) | Expense (1) | Assets | Debt | Revenue | of loans, net | | | | | | |
Investment securities available-for-sale | | $ | 4 | | $ | — | | $ | 34 | | $ | — | | $ | — | | $ | — | | $ | 38 | | | | | | | |
Securitized mortgage collateral | | 17,718 | | — | | -1,854 | | — | | — | | — | | 15,864 | | | | | | | |
Securitized mortgage borrowings | | — | | -56,366 | | 3,855 | | — | | — | | — | | -52,511 | | | | | | | |
Derivative liabilities, net, securitized trusts | | — | | — | | -241 | -2 | — | | — | | — | | -241 | | | | | | | |
Long-term debt | | — | | -408 | | — | | -7,116 | | — | | — | | -7,524 | | | | | | | |
Mortgage servicing rights (3) | | — | | — | | — | | — | | -3,094 | | — | | -3,094 | | | | | | | |
Warrant | | — | | — | | — | | — | | 7 | | — | | 7 | | | | | | | |
Contingent consideration | | — | | — | | — | | — | | — | | — | | — | | | | | | | |
Mortgage loans held-for-sale | | — | | — | | — | | — | | — | | 10,911 | | 10,911 | | | | | | | |
Derivative assets - IRLCs | | — | | — | | — | | — | | — | | 9,885 | | 9,885 | | | | | | | |
Derivative liabilities - Hedging Instruments | | — | | — | | — | | — | | — | | -2,017 | | -2,017 | | | | | | | |
Total | | $ | 17,722 | | $ | -56,774 | | $ | 1,794 | | $ | -7,116 | | $ | -3,087 | | $ | 18,779 | | $ | -28,682 | | | | | | | |
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| -1 | | Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -2 | | Included in this amount is $898 thousand in changes in the fair value of derivative instruments, offset by $1.1 million in cash payments from the securitization trusts for the three months ended March 31, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -3 | | Included in loss on mortgage servicing rights in the consolidated statements of operations. | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | Recurring Fair Value Measurements | | | | | | | |
| | Change in Fair Value Included in Net Loss | | | | | | | |
| | For the three months ended March 31, 2014 | | | | | | | |
| | | | | | Change in Fair Value of | | | | | | | | | | | | | |
| | Interest | | Interest | | Net Trust | | Long-term | | Other | | Gain on sale | | Total | | | | | | | |
Income (1) | Expense (1) | Assets | Debt | Revenue | of loans, net | | | | | | |
Investment securities available-for-sale | | $ | 7 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 7 | | | | | | | |
Securitized mortgage collateral | | 9,815 | | — | | 109,886 | | — | | — | | — | | 119,701 | | | | | | | |
Securitized mortgage borrowings | | — | | -58,174 | | -112,768 | | — | | — | | — | | -170,942 | | | | | | | |
Derivative liabilities, net, securitized trusts | | — | | — | | -161 | -2 | — | | — | | — | | (161 | | | | | | | |
Long-term debt | | — | | -714 | | — | | -650 | | — | | — | | -1,364 | | | | | | | |
Mortgage servicing rights (3) | | — | | — | | — | | — | | -961 | | — | | (961 | | | | | | | |
Mortgage loans held-for-sale | | — | | — | | — | | — | | — | | 539 | | 539 | | | | | | | |
Derivative assets - IRLCs | | — | | — | | — | | — | | — | | 513 | | 513 | | | | | | | |
Derivative liabilities - Hedging Instruments | | — | | — | | — | | — | | — | | -851 | | -851 | | | | | | | |
Total | | $ | 9,822 | | $ | -58,888 | | $ | -3,043 | | $ | -650 | | $ | -961 | | $ | 201 | | $ | -53,519 | | | | | | | |
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| -1 | | Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -2 | | Included in this amount is $1.0 million in change in the fair value of derivative instruments, offset by $1.2 million in cash payments from the securitization trusts for the three months ended March 31, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -3 | | Included in loss on mortgage servicing rights in the consolidated statements of operations. | | | | | | | | | | | | | | | | | | | | | | | | | |
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The following is a description of the measurement techniques for items recorded at estimated fair value on a recurring basis. |
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Investment securities available-for-sale—Investment securities available-for-sale are carried at fair value. The investment securities consist primarily of non-investment grade mortgage-backed securities. The fair value of the investment securities is measured based upon the Company’s expectation of inputs that other market participants would use. Such assumptions include judgments about the underlying collateral, prepayment speeds, future credit losses, forward interest rates and certain other factors. Given the lack of observable market data as of March 31, 2015 and December 31, 2014 relating to these securities, the estimated fair value of the investment securities available-for-sale was measured using significant internal expectations of market participants’ assumptions. Investment securities available-for-sale is considered a Level 3 measurement at March 31, 2015. |
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Mortgage servicing rights—The Company elected to carry its entire mortgage servicing rights arising from its mortgage loan origination operation at estimated fair value. The fair value of mortgage servicing rights is based upon market prices for similar instruments and a discounted cash flow model. The valuation model incorporates assumptions that market participants would use in estimating the fair value of servicing. These assumptions include estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment and late fees, among other considerations. Mortgage servicing rights are considered a Level 3 measurement at March 31, 2015. |
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Mortgage loans held-for-sale—The Company elected to carry its mortgage loans held-for-sale originated or acquired at estimated fair value. Fair value is based on quoted market prices, where available, prices for other traded mortgage loans with similar characteristics, and purchase commitments and bid information received from market participants. Given the meaningful level of secondary market activity for mortgage loans, active pricing is available for similar assets and accordingly, the Company classifies its mortgage loans held-for-sale as a Level 2 measurement at March 31, 2015. |
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Securitized mortgage collateral—The Company elected to carry all of its securitized mortgage collateral at fair value. These assets consist primarily of non-conforming mortgage loans securitized between 2002 and 2007. Fair value measurements are based on the Company’s internal models used to compute the net present value of future expected cash flows with observable market participant assumptions, where available. The Company’s assumptions include its expectations of inputs that other market participants would use in pricing these assets. These assumptions include judgments about the underlying collateral, prepayment speeds, estimated future credit losses, forward interest rates, investor yield requirements and certain other factors. As of March 31, 2015, securitized mortgage collateral had UPB of $6.4 billion, compared to an estimated fair value on the Company’s balance sheet of $5.1 billion. The aggregate UPB exceeds the fair value by $1.3 billion at March 31, 2015. As of March 31, 2015, the UPB of loans 90 days or more past due was $1.0 billion compared to an estimated fair value of $0.4 billion. The aggregate UPB of loans 90 days or more past due exceed the fair value by $0.6 billion at March 31, 2015. Securitized mortgage collateral is considered a Level 3 measurement at March 31, 2015. |
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Securitized mortgage borrowings—The Company elected to carry all of its securitized mortgage borrowings at fair value. These borrowings consist of individual tranches of bonds issued by securitization trusts and are primarily backed by non-conforming mortgage loans. Fair value measurements include the Company’s judgments about the underlying collateral and assumptions such as prepayment speeds, estimated future credit losses, forward interest rates, investor yield requirements and certain other factors. As of March 31, 2015, securitized mortgage borrowings had an outstanding principal balance of $6.3 billion, net of $2.2 billion in bond losses, compared to an estimated fair value of $5.1 billion. The aggregate outstanding principal balance exceeds the fair value by $1.2 billion at March 31, 2015. Securitized mortgage borrowings are considered a Level 3 measurement at March 31, 2015. |
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Contingent consideration—Contingent consideration is estimated and recorded at fair value at the acquisition date as part of purchase price consideration. Additionally, each reporting period, the Company estimates the change in fair value of the contingent consideration and any change in fair value is recognized in the Company’s consolidated statements of operations if it’s determined to not be a measurement period adjustment. The estimate of the fair value of contingent consideration requires significant judgment and assumptions to be made about future operating results, discount rates and probabilities of various projected operating result scenarios. Future revisions to these assumptions could materially change the estimated fair value of contingent consideration and materially affect the Company’s financial results. Contingent consideration is considered a Level 3 measurement at March 31, 2015. |
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Long-term debt—The Company elected to carry all of its long-term debt (consisting of trust preferred securities and junior subordinated notes) at fair value. These securities are measured based upon an analysis prepared by management, which considered the Company’s own credit risk, including settlements with trust preferred debt holders and discounted cash flow analysis. As of March 31, 2015, long-term debt had UPB of $70.5 million compared to an estimated fair value of $29.6 million. The aggregate UPB exceeds the fair value by $40.9 million at March 31, 2015. The long-term debt is considered a Level 3 measurement at March 31, 2015. |
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Derivative assets and liabilities, Securitized trusts—For non-exchange traded contracts, fair value is based on the amounts that would be required to settle the positions with the related counterparties as of the valuation date. Valuations of derivative assets and liabilities are based on observable market inputs, if available. To the extent observable market inputs are not available, fair values measurements include the Company’s judgments about future cash flows, forward interest rates and certain other factors, including counterparty risk. Additionally, these values also take into account the Company’s own credit standing, to the extent applicable; thus, the valuation of the derivative instrument includes the estimated value of the net credit differential between the counterparties to the derivative contract. As of March 31, 2015, the notional balance of derivative assets and liabilities, securitized trusts was $88.3 million. These derivatives are included in the consolidated securitization trusts, which are nonrecourse to the Company, and thus the economic risk from these derivatives is limited to the Company’s residual interests in the securitization trusts. Derivative assets and liabilities, securitized trusts are considered a Level 3 measurement at March 31, 2015. |
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Derivative assets and liabilities, Lending—The Company’s derivative assets and liabilities are carried at fair value as required by GAAP and are accounted for as free standing derivatives. IRLCs and hedging instruments can be either assets or liabilities depending on interest rate fluctuations subsequent to entering into the commitments. IRLCs are entered into with prospective |
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residential mortgage borrowers whereby the interest rate on the loan is determined prior to funding and the borrowers have locked in that interest rate. These commitments are determined to be derivative instruments in accordance with GAAP. Hedging instruments (typically TBA MBS) are used to hedge the fair value changes associated with changes in interest rates relating to its mortgage lending operations. The Company hedges the period from the interest rate lock (assuming a fall-out factor) to the date the loan is committed for sale. The estimated fair value of IRLCs are based on underlying loan types with similar characteristics using the TBA MBS market, which is actively quoted and easily validated through external sources. The data inputs used in this valuation include, but are not limited to, loan type, underlying loan amount, note rate, loan program, and expected sale date of the loan, adjusted for current market conditions. These valuations are adjusted at the loan level to consider the servicing release premium and loan pricing adjustments specific to each loan. For all IRLCs, the base value is then adjusted for the anticipated Pull-through Rate. The anticipated Pull-through Rate is an unobservable input based on historical experience, which results in classification of IRLCs as a Level 3 measurement at March 31, 2015. |
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The fair value of the hedging instruments is based on the actively quoted TBA MBS market using observable inputs related to characteristics of the underlying MBS stratified by product, coupon and settlement date. Therefore, the hedging instruments are classified as a Level 2 measurement at March 31, 2015. |
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The following table includes information for the derivative assets and liabilities, lending for the periods presented: |
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| | Notional Amount | | Total Gains (Losses) (1) | | | | | | | | | | | | | | | | |
| | March 31, | | March 31, | | For the three months ended March 31, | | | | | | | | | | | | | | | | |
| | 2015 | | 2014 | | 2015 | | 2014 | | | | | | | | | | | | | | | | |
Derivative - IRLC’s | | $ | 805,743 | | $ | 136,887 | | $ | 9,885 | | $ | 513 | | | | | | | | | | | | | | | | |
Derivative - TBA MBS | | 759,306 | | 186,721 | | -5,179 | | -3,022 | | | | | | | | | | | | | | | | |
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| -1 | | Amounts included in gain on sale of loans, net within the accompanying consolidated statements of operations. | | | | | | | | | | | | | | | | | | | | | | | | | |
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Warrant— Upon entering an arrangement to facilitate the Company’s ability to offer Non-QM mortgage products, a warrant to purchase up to 9.9% of Impac Mortgage Corp. was issued. The warrant can only be exercised if the Company chooses not to continue with the agreement to facilitate Non-QM mortgage products and has a 60 day expiration window after the termination of the agreement. The exercise price of the warrant is an agreed upon multiple times the book value of the subsidiary Impac Mortgage Corp. at the time of exercise plus up to an additional 0.2 times the book value at the exercise date based off of the net income of Impac Mortgage Corp. for the following 12 months. Additionally, if upon exercise of the warrant, the Company does not receive regulatory approval for the sale of the 9.9% as a result of actions of the Company, the Company will have to pay the holder of the warrant a redemption price, equal to the value of the warrant, in cash within 30 days. The estimated fair value of the warrant was based on a model incorporating various assumptions including expected future book value of Impac Mortgage Corp., the probability of the warrant being exercised, volatility, expected term and certain other factors. Warrant is considered a Level 3 measurement at March 31, 2015. |
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Nonrecurring Fair Value Measurements |
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The Company is required to measure certain assets and liabilities at estimated fair value from time to time. These fair value measurements typically result from the application of specific accounting pronouncements under GAAP. The fair value measurements are considered nonrecurring fair value measurements under FASB ASC 820-10. |
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The following tables present financial and non-financial assets and liabilities measured using nonrecurring fair value measurements at March 31, 2015 and 2014, respectively: |
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| | Nonrecurring Fair Value | | Total Gains (Losses) (1) | | | | | | | | | | | | | | | | |
Measurements | | | | | | | | | | | | | | | |
| | March 31, 2015 | | For the Three Months Ended | | | | | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | March 31, 2015 | | | | | | | | | | | | | | | | |
REO (2) | | $ | — | | $ | 14,884 | | $ | — | | $ | -2,670 | | | | | | | | | | | | | | | | |
Lease liability (3) | | — | | — | | -1,413 | | -23 | | | | | | | | | | | | | | | | |
Deferred charge (4) | | — | | — | | 11,212 | | -309 | | | | | | | | | | | | | | | | |
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| -1 | | Total gains (losses) reflect gains and losses from all nonrecurring measurements during the period. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -2 | | Balance represents REO at March 31, 2015 which has been impaired subsequent to foreclosure. For the three months ended March 31, 2015, the $2.7 million loss represents additional impairment write-downs attributable to higher expected loss severities on properties held during the period which resulted in a decrease to the net realizable value (NRV). | | | | | | | | | | | | | | | | | | | | | | | | | |
| -3 | | For the three months ended March 31, 2015, the Company recorded a $23 thousand expense, resulting from changes in lease liabilities as a result of changes in our expected minimum future lease payments. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -4 | | For the three months ended March 31, 2015, the Company recorded $309 thousand in income tax expense resulting from impairment write-downs based on changes in estimated cash flows and lives of the related mortgages retained in the securitized mortgage collateral. | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | Non-recurring Fair Value | | Total Gains (Losses) (1) | | | | | | | | | | | | | | | | |
Measurements | | | | | | | | | | | | | | | |
| | March 31, 2014 | | For the Three Months Ended | | | | | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | March 31, 2014 | | | | | | | | | | | | | | | | |
REO (2) | | $ | — | | $ | 4,209 | | $ | — | | $ | 6,081 | | | | | | | | | | | | | | | | |
Lease liability (3) | | — | | — | | -2,048 | | -569 | | | | | | | | | | | | | | | | |
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| -1 | | Total gains (losses) reflect gains and losses from all nonrecurring measurements during the period. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -2 | | Balance represents REO at March 31, 2014 which has been impaired subsequent to foreclosure. For the three months ended March 31, 2014, the $6.1 million gain represents recovery of the net realizable value (NRV) attributable to an improvement in state specific loss severities on properties held during the period which resulted in an increase to NRV. | | | | | | | | | | | | | | | | | | | | | | | | | |
| -3 | | For the three months ended March 31, 2014, the Company recorded $569 thousand in impairment, resulting from changes in lease liabilities as a result of changes in our expected minimum future lease payments. | | | | | | | | | | | | | | | | | | | | | | | | | |
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Real estate owned—REO consists of residential real estate acquired in satisfaction of loans. Upon foreclosure, REO is adjusted to the estimated fair value of the residential real estate less estimated selling and holding costs, offset by expected contractual mortgage insurance proceeds to be received, if any. Subsequently, REO is recorded at the lower of carrying value or estimated fair value less costs to sell. REO balance representing REOs which have been impaired subsequent to foreclosure are subject to nonrecurring fair value measurement and included in the nonrecurring fair value measurements tables. Fair values of REO are generally based on observable market inputs, and considered Level 2 measurements at March 31, 2015. |
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Lease liability—In connection with the discontinuation of our non-conforming lending and commercial operations in 2007, a significant amount of office space that was previously occupied is no longer being used by the Company. The Company has subleased a significant amount of this office space. Additionally, the Company has office space that is no longer occupied by the Company and we intend to sublease it. The Company has recorded a liability representing the present value of the minimum lease payments over the remaining life of the lease, offset by the expected proceeds from sublet revenue related to this office space. This liability is based on present value techniques that incorporate the Company’s judgments about estimated sublet revenue and discount rates. Therefore, this liability is considered a Level 3 measurement at March 31, 2015. |
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Deferred charge— Deferred charge represents the deferral of income tax expense on inter-company profits that resulted from the sale of mortgages from taxable subsidiaries to IMH in prior years. The Company evaluates the deferred charge for impairment quarterly using internal estimates of estimated cash flows and lives of the related mortgages retained in the securitized mortgage collateral. If the deferred charge is determined to be impaired, it is recognized as a component of income tax expense. For the three months ended March 31, 2015, the Company recorded $309 thousand in income tax expense resulting from deferred charge impairment write-downs based on changes in estimated fair value of securitized mortgage collateral. There was no impairment of the deferred charge in the three months ended March 31, 2014. Deferred charge is considered a Level 3 measurement at March 31, 2015. |
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