Fair Value of Financial Instruments | Note 6.—Fair Value of Financial Instruments 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. FASB ASC 825 requires disclosure of the estimated fair value of certain financial instruments and the methods and significant assumptions used to estimate such fair values. The following table presents the estimated fair value of financial instruments included in the consolidated financial statements as of the dates indicated: June 30, 2017 December 31, 2016 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 $ 29,652 $ 29,652 $ — $ — $ 40,096 $ 40,096 $ — $ — Restricted cash 6,642 6,642 — — 5,971 5,971 — — Mortgage loans held-for-sale 591,625 — 591,625 — 388,422 — 388,422 — Finance receivables 58,716 — 58,716 — 62,937 — 62,937 — Mortgage servicing rights 152,273 — — 152,273 131,537 — — 131,537 Derivative assets, lending, net 11,501 — 1,955 9,546 11,169 — — 11,169 Securitized mortgage collateral 3,776,184 — — 3,776,184 4,021,891 — — 4,021,891 Liabilities Warehouse borrowings $ 612,570 $ — $ 612,570 $ — $ 420,573 $ — $ 420,573 $ — MSR financing facility 10,133 — — 10,133 — — — — Term financing — — — — 29,910 — — 29,910 Convertible notes 24,969 — — 24,969 24,965 — — 24,965 Contingent consideration 14,926 — — 14,926 31,072 — — 31,072 Long-term debt 44,536 — — 44,536 47,207 — — 47,207 Securitized mortgage borrowings 3,767,519 — — 3,767,519 4,017,603 — — 4,017,603 Derivative liabilities, lending, net — — — — 336 — 336 — 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. For securitized mortgage collateral and securitized mortgage borrowings, the underlying Alt-A (non-conforming) 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. 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, securitized mortgage collateral and borrowings, derivative assets and liabilities, long-term debt, mortgage servicing rights and mortgage loans held-for-sale. The carrying amount of cash, cash equivalents and restricted cash approximates fair value. 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. 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. Convertible notes are recorded at amortized cost. The estimated fair value is determined using a discounted cash flow model using estimated market rates. MSR financing carrying amount approximates fair value as the underlying facility bears interest at a rate that is periodically adjusted based on a market index. Term financing structured debt had a maturity of less than one year. The term financing was recorded at amortized cost. The carrying amount approximated fair value due to the short-term nature of the liability and did not present unanticipated interest rate or credit concerns. Fair Value Hierarchy 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. 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: · Level 1—Quoted prices (unadjusted) in active markets for identical instruments or liabilities that an entity has the ability to assess at measurement date. · 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. · Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers is unobservable. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when estimating fair value. As a result of the lack of observable market data resulting from inactive markets, the Company has classified its investment securities available-for-sale, mortgage servicing rights, securitized mortgage collateral and borrowings, derivative assets and liabilities (trust and IRLCs), and long-term debt as Level 3 fair value measurements. Level 3 assets and liabilities measured at fair value on a recurring basis were approximately 87% and 99% and 92% and 99%, respectively, of total assets and total liabilities measured at estimated fair value at June 30, 2017 and December 31, 2016. Recurring Fair Value Measurements 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 six months ended June 30, 2017. 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 June 30, 2017 and December 31, 2016, based on the fair value hierarchy: Recurring Fair Value Measurements June 30, 2017 December 31, 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Mortgage loans held-for-sale $ — $ 591,625 $ — $ — $ 388,422 $ — Derivative assets, lending, net (1) — 1,955 9,546 — — 11,169 Mortgage servicing rights — — 152,273 — — 131,537 Securitized mortgage collateral — — 3,776,184 — — 4,021,891 Total assets at fair value $ — $ 593,580 $ 3,938,003 $ — $ 388,422 $ 4,164,597 Liabilities Securitized mortgage borrowings $ — $ — $ 3,767,519 $ — $ — $ 4,017,603 Long-term debt — — 44,536 — — 47,207 Contingent consideration — — 14,926 — — 31,072 Derivative liabilities, lending, net (2) — — — — 336 — Total liabilities at fair value $ — $ — $ 3,826,981 $ — $ 336 $ 4,095,882 (1) At June 30, 2017, derivative assets, lending, net included $2.0 million Hedging instruments and $9.5 million of IRLCs and are included in other assets in the accompanying consolidated balance sheets. At December 31, 2016, derivative assets, lending, net included $11.2 million of IRLCs and is included in other assets in the accompanying consolidated balance sheets. (2) At December 31, 2016, derivative liabilities, lending, net included $336 thousand in Hedging Instruments and is included in other liabilities in the accompanying consolidated balance sheets. 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 June 30, 2017 and 2016: Level 3 Recurring Fair Value Measurements For the Three Months Ended June 30, 2017 Derivative Investment liabilities, Interest securities Securitized Securitized net, Mortgage rate lock Long- available- mortgage mortgage securitized servicing commitments, term Contingent for-sale collateral borrowings trusts rights net debt consideration Fair value, March 31, 2017 $ — $ 3,903,336 $ (3,892,668) $ — $ 141,586 $ 12,333 $ (50,044) $ (24,498) Total gains (losses) included in earnings: Interest income (1) — 14,101 — — — — — — Interest expense (1) — — (36,505) — — — (161) — Change in fair value — 50,168 (52,381) — (7,739) (2,787) (265) 6,086 Total gains (losses) included in earnings — 64,269 (88,886) — (7,739) (2,787) (426) 6,086 Transfers in and/or out of Level 3 — — — — — — — — Purchases, issuances and settlements: Purchases — — — — 5,619 — — — Issuances — — — — 12,807 — — — Settlements — (191,421) 214,035 — — — 5,934 3,486 Fair value, June 30, 2017 $ — $ 3,776,184 $ (3,767,519) $ — $ 152,273 $ 9,546 $ (44,536) $ (14,926) Unrealized gains (losses) still held (2) $ — $ (729,834) $ 2,888,635 $ — $ 152,273 $ 9,546 $ 17,464 $ (14,926) (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. Net interest income, including cash received and paid, was $2.1 million for three months ended June 30, 2017. 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 June 30, 2017. Level 3 Recurring Fair Value Measurements For the Three Months Ended June 30, 2016 Derivative Investment liabilities, Interest securities Securitized Securitized net, Mortgage rate lock Long- available- mortgage mortgage securitized servicing commitments, term Contingent for-sale collateral borrowings trusts rights net debt consideration Fair value, March 31, 2016 $ 23 $ 4,364,558 $ (4,368,356) $ (969) $ 44,327 $ 15,475 $ (32,141) $ (48,772) Total gains (losses) included in earnings: Interest income (1) 1 15,561 — — — — — — Interest expense (1) — — (46,925) — — — (203) — Change in fair value 32 78,918 (73,337) (57) (12,904) 3,828 1,354 (10,171) Total (losses) gains included in earnings 33 94,479 (120,262) (57) (12,904) 3,828 1,151 (10,171) Transfers in and/or out of Level 3 — — — — — — — — Purchases, issuances and settlements: Purchases — — — — — — — — Issuances — — — — 32,097 — — — Settlements (35) (168,043) 200,033 672 (8,773) — — 8,957 Fair value, June 30, 2016 $ 21 $ 4,290,994 $ (4,288,585) $ (354) $ 54,747 $ 19,303 $ (30,990) $ (49,986) Unrealized gains (losses) still held (2) $ 21 $ (1,051,897) $ 3,206,624 $ — $ 54,747 $ 19,303 $ 39,773 $ (49,986) (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. Net interest income, including cash received and paid, was $2.4 million for three months ended June 30, 2016. 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 June 30, 2016. 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 six months ended June 30, 2017 and 2016: Level 3 Recurring Fair Value Measurements For the Six Months Ended June 30, 2017 Derivative Investment liabilities, Interest securities Securitized Securitized net, Mortgage rate lock Long- available- mortgage mortgage securitized servicing commitments, term Contingent for-sale collateral borrowings trusts rights net debt consideration Fair value, December 31, 2016 $ — $ 4,021,891 $ (4,017,603) $ — $ 131,537 $ 11,169 $ (47,207) $ (31,072) Total gains (losses) included in earnings: Interest income (1) — 29,585 — — — — — — Interest expense (1) — — (77,200) — — — (502) — Change in fair value — 101,220 (98,647) — (8,861) (1,623) (2,761) 4,702 Total gains (losses) included in earnings — 130,805 (175,847) — (8,861) (1,623) (3,263) 4,702 Transfers in and/or out of Level 3 — — — — — — — — Purchases, issuances and settlements: Purchases — — — — 5,619 — — — Issuances — — — — 24,873 — — — Settlements — (376,512) 425,931 — (895) — 5,934 11,444 Fair value, June 30, 2017 $ — $ 3,776,184 $ (3,767,519) $ — $ 152,273 $ 9,546 $ (44,536) $ (14,926) (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. Net interest income, including cash received and paid, was $4.2 million for six months ended June 30, 2017. 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. Level 3 Recurring Fair Value Measurements For the Six Months Ended June 30, 2016 Derivative Investment liabilities, Interest securities Securitized Securitized net, Mortgage rate lock Long- available- mortgage mortgage securitized servicing commitments, term Contingent for-sale collateral borrowings trusts rights net debt consideration Fair value, December 31, 2015 $ 26 $ 4,574,919 $ (4,578,657) $ (1,669) $ 36,425 $ 9,184 $ (31,898) $ (48,079) Total gains (losses) included in earnings: Interest income (1) 2 33,204 — — — — — — Interest expense (1) — — (97,971) — — — (446) — Change in fair value 40 (7,445) 13,624 (150) (23,824) 10,119 1,354 (15,007) Total gains (losses) included in earnings 42 25,759 (84,347) (150) (23,824) 10,119 908 (15,007) Transfers in and/or out of Level 3 — — — — — — — — Purchases, issuances and settlements: Purchases — — — — — — — — Issuances — — — — 50,919 — — — Settlements (47) (309,684) 374,419 1,465 (8,773) — — 13,100 Fair value, June 30, 2016 $ 21 $ 4,290,994 $ (4,288,585) $ (354) $ 54,747 $ 19,303 $ (30,990) $ (49,986) (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. Net interest income, including cash received and paid, was $4.8 million for the six months ended June 30, 2016. 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. 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 June 30, 2017: Estimated Valuation Unobservable Range of Weighted Financial Instrument Fair Value Technique Input Inputs Average Assets and liabilities backed by real estate Securitized mortgage collateral, and $ 3,776,184 DCF Prepayment rates 3.3 - 19.0 % 6.2 % Securitized mortgage borrowings (3,767,519) Default rates 0.01 - 10.0 % 1.6 % Loss severities 14.0 - 99.8 % 44.7 % Discount rates 3.8 - 25.0 % 5.3 % Other assets and liabilities Mortgage servicing rights $ 152,273 DCF Discount rate 9.0 - 14.0 % 9.5 % Prepayment rates 8.0 - 86.6 % 9.8 % Derivative assets - IRLCs, net 9,546 Market pricing Pull-through rate 21.0 - 99.9 % 77.6 % Long-term debt (44,536) DCF Discount rate 9.5 % 9.5 % Contingent consideration (14,926) DCF Discount rate 13.7 % 13.7 % Margins 1.8 - 2.3 % 2.0 % Probability of outcomes (1) 25.0 - 50.0 % 33.5 % DCF = Discounted Cash Flow (1) Probability of outcomes is the probability of projected CCM earnings over the earn-out period based upon three scenarios (base, low and high). 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. The following tables present the changes in recurring fair value measurements included in net earnings for the three months ended June 30, 2017 and 2016: Recurring Fair Value Measurements Changes in Fair Value Included in Net Earnings For the Three Months Ended June 30, 2017 Change in Fair Value of Interest Interest Net Trust Long-term Other Revenue Gain on sale Income (1) Expense (1) Assets Debt and Expense of loans, net Total Investment securities available-for-sale $ — $ — $ — $ — $ — $ — $ — Securitized mortgage collateral 14,101 — 50,168 — — — 64,269 Securitized mortgage borrowings — (36,505) (52,381) — — — (88,886) Derivative liabilities, net, securitized trusts — — — — — — — Long-term debt — (161) — (265) — — (426) Mortgage servicing rights (2) — — — — (7,739) — (7,739) Warrant — — — — — — — Contingent consideration — — — — 6,086 — 6,086 Mortgage loans held-for-sale — — — — — 4,394 4,394 Derivative assets — IRLCs — — — — — (2,787) (2,787) Derivative liabilities — Hedging Instruments — — — — (1,305) 4,683 3,378 Total $ 14,101 $ (36,666) $ (2,213) $ (265) $ (2,958) $ 6,290 $ (21,711) (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 loss on mortgage servicing rights, net in the consolidated statements of operations. Recurring Fair Value Measurements Changes in Fair Value Included in Net Earnings For the Three Months Ended June 30, 2016 Change in Fair Value of Interest Interest Net Trust long-term Other Gain on sale Income (1) Expense (1) Assets Debt Revenue of loans, net Total Investment securities available-for-sale $ 1 $ — $ 32 $ — $ — $ — $ 33 Securitized mortgage collateral 15,561 — 78,918 — — — 94,479 Securitized mortgage borrowings — (46,925) (73,337) — — — (120,262) Derivative liabilities, net, securitized trusts — — (57) (2) — — — (57) Long-term debt — (203) — 1,354 — — 1,151 Mortgage servicing rights (3) — — — — (12,904) — (12,904) Contingent consideration — — — — (10,171) — (10,171) Mortgage loans held-for-sale — — — — — 3,087 3,087 Derivative assets — IRLCs — — — — — 3,828 3,828 Derivative liabilities — Hedging Instruments — — — — 188 (316) (128) Total $ 15,562 $ (47,128) $ 5,556 $ 1,354 $ (22,887) $ 6,599 $ (40,944) (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 $564 thousand in change in the fair value of derivative instruments, offset by $621 thousand in cash payments from the securitization trusts for the three months ended June 30, 2016. (3) Included in loss on mortgage servicing rights, net in the consolidated statements of operations. The following tables present the changes in recurring fair value measurements included in net earnings for the six months ended June 30, 2017 and 2016: Recurring Fair Value Measurements Changes in Fair Value Included in Net Earnings For the Six Months Ended June 30, 2017 Change in Fair Value of Interest Interest Net Trust Long-term Other Revenue Gain on sale Income (1) Expense (1) Assets Debt and Expense of loans, net Total Investment securities available-for-sale $ — $ — $ — $ — $ — $ — $ — Securitized mortgage collateral 29,585 — 101,220 — — — 130,805 Securitized mortgage borrowings — (77,200) (98,647) — — — (175,847) Derivative liabilities, net, securitized trusts — — — — — — — Long-term debt — (502) — (2,761) — — (3,263) Mortgage servicing rights (2) — — — — (8,861) — (8,861) Contingent consideration — — — — 4,702 — 4,702 Mortgage loans held-for-sale — — — — — 9,598 9,598 Derivative assets — IRLCs — — — — — (1,623) (1,623) Derivative liabilities — Hedging Instruments — — — — (83) 2,374 2,291 Total $ 29,585 $ (77,702) $ 2,573 (3) $ (2,761) $ (4,242) $ 10,349 $ (42,198) (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 loss on mortgage servicing rights, net in the consolidated statements of operations. (3) For the six months ended June 30, 2017, change in the fair value of net trust assets, excluding REO was $2.6 million. Recurring Fair Value Measurements Changes in Fair Value Included in Net Earnings For the Six Months Ended June 30, 2016 Change in Fair Value of Interest Interest Net Trust long-term Other Gain on sale Income (1) Expense (1) Assets Debt Revenue of loans, net Total Investment securities available-for-sale $ 2 $ — $ 40 $ — $ — $ — $ 42 Securitized mortgage collateral 33,204 — (7,445) — — — 25,759 Securitized mortgage borrowings — (97,971) 13,624 — — — (84,347) Derivative liabilities, net, securitized trusts — — (150) (2) — — — (150) Long-term debt — (446) — 1,354 — — 908 Mortgage servicing rights (3) — — — — (23,824) — (23,824) Contingent consideration — — — — (15,007) — (15,007) Mortgage loans held-for-sale — — — — — 14,272 14,272 Derivative assets — IRLCs — — — — — 10,119 10,119 Derivative liabilities — Hedging Instruments — — — — 419 (1,661) (1,242) Total $ 33,206 $ (98,417) $ 6,069 (4) $ 1,354 $ (38,412) $ 22,730 $ (73,470) (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 $1.2 million in change in the fair value of derivative instruments, offset by $1.3 million in cash payments from the securitization trusts for the six months ended June 30, 2016. (3) Included in loss on mortgage servicing rights, net in the consolidated statements of operations. (4) For the six months ended June 30, 2016, change in the fair value of net trust assets, excluding REO was $6.1 million. Excluded from the $7.4 million change in fair value of net trust assets, excluding REO, in the accompanying consolidated statement of cash flows is $1.3 million in cash payments from the securitization trusts related to the Company’s net derivative liabilities. The following is a description of the measurement techniques for items recorded at estimated fair value on a recurring basis. 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 June 30, 2017 and December 31, 2016 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 June 30, 2016. Mortgage servicing rights —The Company elected to carry its 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 June 30, 2017. 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 June 30, 2017. Securitized mortgage collateral —The Company elected to carry 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 June 30, 2017, securitized mortgage collateral had UPB of $4.5 billion, compared to an estimated fair value on the Company’s balance sheet of $3.8 billion. The aggregate UPB exceeds the fair value by $0.7 billion at June 30, 2017. As of June 30, 2017, the UPB of loans 90 days or more past due was $0.6 billion compared to an estimated fair value of $0.3 billion. The aggregate UPB of loans 90 days or more past due exceed the fair value by $0.3 billion at June 30, 2017. Securitized mortgage collateral is considered a Level 3 measurement at June 30, 2017. Securitized mortgage borrowings —The Company elected to carry 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 June 30, 2017, securitized mortgage borrowings had an outstanding principal balance of $4.5 billion, net of $2.2 billion in bond losses, compared to an estimated fair value of $3.8 billion. The aggregate outstanding principal balance exceeds the fair value by $0.7 billion at June 30, 2017. Securitized mortgage borrowings are considered a Level 3 measurement at June 30, 2017. Contingent consideration— Contingent consideration is applicable to the acquisition of CCM and 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 is 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. During the three months ended June 30, 2017, the change in fair value of contingent consideration was related to a decrease in projected volumes and earnings of CCM. 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 June 30, 2017. 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 June 30, 2017, long-term debt had UPB of $62.0 million compared to an estimated fair value of $44.5 million. The aggregate UPB exceeds the fair value by $17.5 million at June 30, 2017. The long-term debt is considered a Level 3 measurement at June 30, 2017. Derivative assets and liabilities, Securitized trusts —For non-exchange traded contracts, fair value was 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 were based on observable market inputs, if available. To the extent observable market inputs were 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 took into account the Company’s own credit standing, to the extent applicable; thus, the valuation of the derivative instrument included the estimated value of the net credit differential between the counterparties to the derivative contract. As of June 30, 2017, there were no derivative assets or liabilities in the securitized trusts. These derivatives were included in the consolidated securitization trusts, which are nonrecourse to the Company, and thus the economic risk from these derivatives was limited to the Company’s residual interests in the securitization trusts. Derivative assets and liabilities, securitized trusts were considered a Level 3 measurement in 2016. 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. The derivatives include IRLCs with prospective 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. The derivatives also include hedging instruments (typically TBA MBS) used to hedge the fair value changes associated with changes in interest rates relating to its mortgage lending originations as well as mortgage servicing rights. The Company hedges the period from the interest rate lock (assuming a fall-out factor) to the date of the loan sale. The estimated fair value of IRLCs are based on underlying loan types with similar characteristics using the TBA M |