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EFC Ellington Financial

Filed: 10 Aug 20, 2:49pm
0001411342 srt:WeightedAverageMember us-gaap:FairValueInputsLevel3Member us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember us-gaap:InterestOnlyStripMember us-gaap:MeasurementInputPrepaymentRateMember us-gaap:IncomeApproachValuationTechniqueMember 2019-12-31 0001411342 efc:OtherInvestmentSecuritiesMember 2019-12-31 0001411342 srt:WeightedAverageMember efc:Maturity61to90daysMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2020-01-01 2020-06-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to         
Commission file number 001-34569
Ellington Financial Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
26-0489289
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
53 Forest Avenue
Old Greenwich, Connecticut, 06870
(Address of Principal Executive Offices) (Zip Code)
(203) 698-1200
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share EFC The New York Stock Exchange
6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock EFC PR A The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-Accelerated FilerSmaller Reporting Company
  Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    No  x
Number of shares of the Registrant's common stock outstanding as of August 7, 2020: 43,778,046



ELLINGTON FINANCIAL INC.
INDEX
Part I. Financial Information 
 Item 1. Condensed Consolidated Financial Statements (unaudited)
 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Item 4. Controls and Procedures
Part II. Other Information 
 Item 1. Legal Proceedings
 Item 1A. Risk Factors
 Item 6. Exhibits




PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
ELLINGTON FINANCIAL INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

 June 30, 2020 December 31, 2019
(In thousands, except share amounts)Expressed in U.S. Dollars
Assets   
Cash and cash equivalents(1)
$146,531
 $72,302
Restricted cash(1)
175
 175
Securities, at fair value(1)
1,396,008
 2,449,941
Loans, at fair value(1)
1,416,851
 1,412,426
Investments in unconsolidated entities, at fair value(1)
72,553
 71,850
Real estate owned(1)
24,044
 30,584
Financial derivatives—assets, at fair value27,186
 16,788
Reverse repurchase agreements31,427
 73,639
Due from brokers(1)
56,702
 79,829
Investment related receivables(1)
62,098
 123,120
Other assets(1)
3,276
 7,563
Total Assets$3,236,851
 $4,338,217
Liabilities   
Securities sold short, at fair value$31,471
 $73,409
Repurchase agreements(1)
1,294,549
 2,445,300
Financial derivatives—liabilities, at fair value34,863
 27,621
Due to brokers11,266
 2,197
Investment related payables(1)
23,750
 66,133
Other secured borrowings(1)
156,089
 150,334
Other secured borrowings, at fair value(1)
742,688
 594,396
Senior notes, net85,429
 85,298
Base management fee payable to affiliate2,906
 2,663
Incentive fee payable to affiliate
 116
Dividends payable5,293
 6,978
Interest payable(1)
3,138
 7,320
Accrued expenses and other liabilities(1)
7,730
 7,753
Total Liabilities2,399,172
 3,469,518
Commitments and contingencies (Note 21)

  
Equity   
Preferred stock, par value $0.001 per share, 100,000,000 shares authorized;
6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable; 4,600,000 shares issued and outstanding, respectively ($115,000 liquidation preference)
111,034
 111,034
Common stock, par value $0.001 per share, 100,000,000 shares authorized;
43,779,924 and 38,647,943 shares issued and outstanding, respectively
44
 39
Additional paid-in-capital916,186
 821,747
Retained earnings (accumulated deficit)(226,368) (103,555)
Total Stockholders' Equity800,896
 829,265
Non-controlling interests(1)
36,783
 39,434
Total Equity837,679
 868,699
Total Liabilities and Equity$3,236,851
 $4,338,217
(1)Ellington Financial Inc.'s Condensed Consolidated Balance Sheet includes assets and liabilities of variable interest entities it has consolidated. See Note 9 for additional details on Ellington Financial Inc.'s consolidated variable interest entities.

See Notes to Condensed Consolidated Financial Statements
3


ELLINGTON FINANCIAL INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

  
Three-Month
Period Ended
 
Six-Month
Period Ended
  June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
(In thousands, except per share amounts) Expressed in U.S. Dollars
Net Interest Income        
Interest income $39,281
 $38,547
 $91,389
 $74,563
Interest expense (14,686) (19,702) (36,776) (37,320)
Total net interest income 24,595
 18,845
 54,613
 37,243
Other Income (Loss)        
Realized gains (losses) on securities and loans, net (16,040) (1,505) (3,780) (6,827)
Realized gains (losses) on financial derivatives, net (11,676) (10,920) (24,082) (22,490)
Realized gains (losses) on real estate owned, net (211) 98
 139
 40
Unrealized gains (losses) on securities and loans, net 44,112
 18,487
 (89,626) 44,875
Unrealized gains (losses) on financial derivatives, net 8,173
 (4,921) (1,811) (10,610)
Unrealized gains (losses) on real estate owned, net (228) (266) (584) (513)
Other, net (435) 1,808
 1,243
 3,810
Total other income (loss) 23,695
 2,781
 (118,501) 8,285
Expenses        
Base management fee to affiliate (Net of fee rebates of $145, $508, $652, and $955, respectively)(1)
 2,906
 1,661
 5,349
 3,383
Investment related expenses:        
Servicing expense 2,493
 2,244
 5,024
 4,637
Debt issuance costs related to Other secured borrowings, at fair value 2,075
 1,671
 2,075
 1,671
Other 707
 1,238
 2,130
 2,321
Professional fees 1,333
 1,178
 2,610
 3,134
Compensation expense 941
 903
 1,728
 1,975
Other expenses 1,497
 1,053
 3,250
 2,038
Total expenses 11,952
 9,948
 22,166
 19,159
Net Income (Loss) before Income Tax Expense (Benefit) and Earnings (Losses) from Investments in Unconsolidated Entities 36,338
 11,678
 (86,054) 26,369
Income tax expense (benefit) 1,542
 376
 995
 376
Earnings (losses) from investments in unconsolidated entities 5,643
 2,354
 (854) 4,151
Net Income (Loss) 40,439
 13,656
 (87,903) 30,144
Net income (loss) attributable to non-controlling interests 1,220
 1,012
 335
 2,092
Dividends on preferred stock 1,941
 
 3,882
 
Net Income (Loss) Attributable to Common Stockholders $37,278
 $12,644
 $(92,120) $28,052
Net Income (Loss) per Share of Common Stock:        
Basic and Diluted $0.85
 $0.43
 $(2.13) $0.94
(1)See Note 13 for further details on management fee rebates.

See Notes to Condensed Consolidated Financial Statements
4


ELLINGTON FINANCIAL INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)

   Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings/(Accumulated Deficit)
 Total Stockholders' Equity Non-controlling Interest Total Equity
 Preferred Stock Shares Par Value     
(In thousands, except share amounts)    Expressed in U.S. Dollars
BALANCE, December 31, 2019$111,034
 38,647,943
 $39
 $821,747
 $(103,555) $829,265
 $39,434
 $868,699
Net income (loss)        (127,457) (127,457) (885) (128,342)
Net proceeds from the issuance of common stock(1)
  5,290,000
 5
 95,287
   95,292
 
 95,292
Shares of common stock issued in connection with incentive fee payment  637
 
 12
   12
 
 12
Contributions from non-controlling interests            3,487
 3,487
Common dividends(2)
        (19,748) (19,748) (309) (20,057)
Preferred dividends(3)
        (1,941) (1,941) 
 (1,941)
Distributions to non-controlling interests            (4,798) (4,798)
Conversion of non-controlling interest units to shares of common stock  129,516
 
 2,378
   2,378
 (2,378) 
Adjustment to non-controlling interests  
 
 (545)   (545) 545
 
Repurchase of shares of common stock  (288,172) 
 (3,035)   (3,035)   (3,035)
Share-based long term incentive plan unit awards      162
   162
 2
 164
BALANCE, March 31, 2020111,034
 43,779,924
 44
 916,006
 (252,701) 774,383
 35,098
 809,481
Net income (loss)        39,219
 39,219
 1,220
 40,439
Contributions from non-controlling interests            2,895
 2,895
Common dividends(2)
        (10,945) (10,945) (152) (11,097)
Preferred dividends(3)
        (1,941) (1,941) 
 (1,941)
Distributions to non-controlling interests            (2,280) (2,280)
Share-based long term incentive plan unit awards      180
   180
 2
 182
BALANCE, June 30, 2020$111,034
 43,779,924
 $44
 $916,186
 $(226,368) $800,896
 $36,783
 $837,679
                

See Notes to Condensed Consolidated Financial Statements
5


ELLINGTON FINANCIAL INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
(UNAUDITED)
 
 
   Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings/(Accumulated Deficit)
 Total Stockholders' Equity Non-controlling Interest Total Equity
 Preferred Stock Shares Par Value     
BALANCE, January 1, 2019$
 29,796,601
 $
 $665,356
 $(101,523) $563,833
 $31,337
 $595,170
Share conversion(4)
  
 30
 (30) 
 
 
 
Net income (loss)        15,408
 15,408
 1,080
 16,488
Contributions from non-controlling interests            2,512
 2,512
Common dividends(2)
        (16,360) (16,360) (404) (16,764)
Distributions to non-controlling interests            (4,306) (4,306)
Adjustment to non-controlling interests      (4)   (4) 4
 
Repurchase of shares of common stock  (50,825) 
 (782) 
 (782) 
 (782)
Share-based long term incentive plan unit awards      114
   114
 2
 116
BALANCE, March 31, 2019
 29,745,776
 30
 664,654
 (102,475) 562,209
 30,225
 592,434
Net income (loss)        12,644
 12,644
 1,012
 13,656
Contributions from non-controlling interests            4,936
 4,936
Common dividends(2)
        (12,493) (12,493) (308) (12,801)
Distributions to non-controlling interests            (5,225) (5,225)
Share-based long term incentive plan unit awards      110
   110
 4
 114
BALANCE, June 30, 2019$
 29,745,776
 $30
 $664,764
 $(102,324) $562,470
 $30,644
 $593,114
(1)Net of underwriters' discounts and offering costs.
(2)For the three-month periods ended June 30, 2020 and 2019, dividends totaling $0.25 and $0.42, respectively, per share of common stock and convertible unit outstanding, were declared. For the six-month periods ended June 30, 2020 and 2019, dividends totaling $0.70 and $0.97, respectively, per share of common stock and convertible unit outstanding, were declared.
(3)For the three- and six-month periods ended June 30, 2020, a dividend totaling $0.421875 per share of preferred stock was declared.
(4)See Note 1 for further details on the share conversion.

See Notes to Condensed Consolidated Financial Statements
6


ELLINGTON FINANCIAL INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

  Six-Month Period Ended
  June 30, 2020 June 30, 2019
(In thousands) Expressed in U.S. Dollars
Cash Flows from Operating Activities:    
Net cash provided by (used in) operating activities $66,461
 $43,334
Cash Flows from Investing Activities:    
Purchase of securities (1,007,906) (1,278,398)
Purchase of loans (360,225) (433,740)
Capital improvements of real estate owned (126) (240)
Proceeds from disposition of securities 1,778,774
 1,047,270
Proceeds from disposition of loans 9,025
 28,326
Contributions to investments in unconsolidated entities (4,713) (30,132)
Distributions from investments in unconsolidated entities 13,996
 32,251
Proceeds from disposition of real estate owned 7,743
 636
Proceeds from principal payments of securities 210,581
 92,539
Proceeds from principal payments of loans 222,148
 117,911
Proceeds from securities sold short 242,519
 469,630
Repurchase of securities sold short (289,098) (498,774)
Payments on financial derivatives (89,938) (53,100)
Proceeds from financial derivatives 60,550
 35,921
Payments made on reverse repurchase agreements (6,132,124) (2,626,503)
Proceeds from reverse repurchase agreements 6,174,336
 2,786,295
Due from brokers, net 8,243
 8,069
Due to brokers, net 4,392
 (2,744)
Net cash provided by (used in) investing activities 848,177
 (304,783)
Cash Flows from Financing Activities:    
Net proceeds from the issuance of common stock(1)
 95,537
 
Offering costs paid (253) 
Repurchase of common stock (3,035) (782)
Dividends paid (36,721) (25,298)
Contributions from non-controlling interests 8,160
 7,448
Distributions to non-controlling interests (5,421) (9,531)
Proceeds from issuance of Other secured borrowings 36,883
 20,430
Principal payments on Other secured borrowings (37,398) (32,605)
Borrowings under repurchase agreements 2,826,214
 3,707,941
Repayments of repurchase agreements (3,949,677) (3,479,161)
Proceeds from issuance of Other secured borrowings, at fair value 205,357
 70,988
Debt issuance costs paid 
 (1,034)
Due from brokers, net 14,938
 1,818
Due to brokers, net 5,007
 (1,000)
Net cash provided by (used in) financing activities (840,409) 259,214
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 74,229
 (2,235)
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period 72,477
 45,081
Cash, Cash Equivalents, and Restricted Cash, End of Period $146,706
 $42,846
     

See Notes to Condensed Consolidated Financial Statements
7


ELLINGTON FINANCIAL INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
(UNAUDITED)
     
     
  Six-Month Period Ended
  June 30, 2020 June 30, 2019
(In thousands) Expressed in U.S. Dollars
Supplemental disclosure of cash flow information:    
Interest paid $40,957
 $37,738
Income tax paid 171
 117
Dividends payable 5,293
 4,267
Contributions from non-controlling interests (non-cash) 2,340
 
Distributions to non-controlling interests (non-cash) (2,340) 
Transfers from mortgage loans to real estate owned (non-cash) 1,522
 17,713
Transfers from mortgage loans to investments in unconsolidated entities (non-cash) 10,839
 
Purchase of investments (non-cash) 
 (2,975)
Purchase of loans (non-cash) (6,270) 
Principal payments on Other secured borrowings, at fair value (non-cash) (86,257) (41,628)
Proceeds received from Other secured borrowings, at fair value (non-cash) 27,735
 148,547
Proceeds from issuance of Other secured borrowings (non-cash) 6,270
 
Proceeds from principal payments of investments (non-cash) 86,257
 41,628
Repayments of repurchase agreements (non-cash) (27,288) (148,158)
Repayment of senior notes (non-cash) 
 (86,000)
Issuance of senior notes (non-cash) 
 86,000
(1)Net of underwriters' discounts.

See Notes to Condensed Consolidated Financial Statements
8


ELLINGTON FINANCIAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(UNAUDITED)
1. Organization and Investment Objective
Ellington Financial Inc., formerly known as Ellington Financial LLC, was originally formed as a Delaware limited liability company on July 9, 2007 and commenced operations on August 17, 2007. On February 28, 2019, Ellington Financial LLC filed a certificate of conversion with the Secretary of State of the State of Delaware (the "Secretary") to convert from a Delaware limited liability company to a Delaware corporation (the "Conversion") and change its name to Ellington Financial Inc. The Conversion became effective on March 1, 2019, and upon effectiveness, each of Ellington Financial LLC's existing common shares representing limited liability company interests, no par value, converted into one issued and outstanding, fully paid and nonassessable share of common stock, $0.001 par value per share, of Ellington Financial Inc. In connection with the Conversion, Ellington Financial Inc.'s Board of Directors (the "Board of Directors") approved Ellington Financial Inc.'s Certificate of Incorporation (which was also filed with the Secretary) and Bylaws.
Ellington Financial Operating Partnership LLC (the "Operating Partnership"), a 98.8% owned consolidated subsidiary of Ellington Financial Inc., was formed as a Delaware limited liability company on December 14, 2012 and commenced operations on January 1, 2013. All of Ellington Financial Inc.'s operations and business activities are conducted through the Operating Partnership. Ellington Financial Inc., the Operating Partnership, and their consolidated subsidiaries are hereafter collectively referred to as the "Company." All intercompany accounts are eliminated in consolidation.
The Company conducts its operations to qualify and be taxed as a real estate investment trust, or "REIT," under the Internal Revenue Code of 1986, as amended (the "Code"), and has elected to be taxed as a corporation effective January 1, 2019. The Company will elect to be taxed as a REIT for U.S. federal income tax purposes upon the filing of its tax return for the taxable year ending December 31, 2019, which is expected to be filed in 2020. In anticipation of the Company's intended election to be taxed as a REIT under the Code beginning with its 2019 taxable year (the "REIT Election"), the Company implemented an internal restructuring as of December 31, 2018. As part of this restructuring, the Company moved certain of its non-REIT-qualifying investments and financial derivatives to taxable REIT subsidiaries or, "TRSs," and disposed of certain of its investments in non-REIT-qualifying investments and financial derivatives.
The Company invests in a diverse array of financial assets, including residential and commercial mortgage loans, residential mortgage-backed securities, or "RMBS," commercial mortgage-backed securities, or "CMBS," consumer loans and asset-backed securities, or "ABS," including ABS backed by consumer loans, collateralized loan obligations, or "CLOs," non-mortgage- and mortgage-related derivatives, equity investments in loan origination companies, and other strategic investments.
Ellington Financial Management LLC (the "Manager") is an SEC-registered investment adviser that serves as the Manager to the Company pursuant to the terms of its Seventh Amended and Restated Management Agreement (the "Management Agreement"), which was approved by the Board of Directors effective March 13, 2018. The Manager is an affiliate of Ellington Management Group, L.L.C. ("Ellington"), an investment management firm that is registered as both an investment adviser and a commodity pool operator. In accordance with the terms of the Management Agreement, the Manager implements the investment strategy and manages the business and operations on a day-to-day basis for the Company and performs certain services for the Company, subject to oversight by the Board of Directors.
COVID-19 Impact
During the first quarter of 2020, there was a worldwide outbreak of a novel coronavirus disease, or "COVID-19." The outbreak was declared a pandemic by the World Health Organization and numerous countries, including the United States, have responded by instituting quarantines or lockdowns, imposing restrictions on travel, restrictions on the ability of individuals to assemble in groups, and restrictions on the ability of certain businesses to operate, all of which have resulted in significant disruptions in the U.S. and global economies. In mid-March 2020, adverse economic conditions related to the COVID-19 pandemic began to impact the Company's financial position and results of operations. The COVID-19 pandemic has contributed to volatility, dislocations in the financial markets, and illiquidity. As a result, during the first quarter of 2020 the Company received margin calls under its repurchase agreements that were higher than typical historical levels. During the second quarter, prices for most credit assets, which are assets for which the principal and interest payments are not guaranteed by a U.S. government agency or a U.S. government-sponsored entity, stabilized, and market volatility subsided, and as a result our margin calls reverted to more typical levels. We satisfied all margin calls during both periods.
Actions by the U.S. Federal Reserve starting in the second half of March 2020 helped stabilize the market for certain assets, including RMBS for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S.


9


government-sponsored entity, or "Agency RMBS," and investment-grade corporate bonds, while other sectors, including non-investment-grade CMBS and CLOs, noticeably lagged. In light of the heightened levels of market volatility and systemic liquidity risk experienced during the first quarter of 2020, the Company proactively reduced the size of its Agency RMBS portfolio, thereby bolstering its liquidity and lowering its leverage. During the second quarter, the Company resumed making new credit and Agency RMBS investments, but as of June 30, 2020, its investment portfolios were smaller and its debt-to-equity ratio lower than prior to the outbreak of COVID-19, and the Company maintained a higher cash balance.
The Company's management team has implemented business continuity plans, and the Company, the Manager, and Ellington continue to be fully operational in a largely work-from-home environment.
2. Significant Accounting Policies
(A) Basis of Presentation: The Company's unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or "U.S. GAAP," and Regulation S-X. The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, its subsidiaries, and variable interest entities, or "VIEs," for which the Company is deemed to be the primary beneficiary. All intercompany balances and transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be material (particularly in light of the significant volatility, lack of pricing transparency, and market dislocations that have been caused by the COVID-19 pandemic, and associated responses to the pandemic). In management's opinion, all material adjustments considered necessary for a fair statement of the Company's interim condensed consolidated financial statements have been included and are only of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. The information included in the condensed consolidated financial statements and notes thereto should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and Part II. Item 1A—Risk Factors, included in the Company's Quarterly Report on Form 10-Q, as amended, for the three-month period ended March 31, 2020.
The Company adopted ASC 946, Financial Services—Investment Companies ("ASC 946") upon its commencement of operations in August 2007, and applied U.S. GAAP for investment companies. In connection with the Company's internal restructuring and the Company's intention to qualify as a REIT for the year ended December 31, 2019, the Company determined that, effective January 1, 2019, it no longer qualified for investment company accounting in accordance with ASC 946-10-25, and has prospectively discontinued its use. The Company elected the fair value option, or "FVO," for, and therefore the Company continued to measure at fair value, those of its assets and liabilities it had previously measured at fair value and for which such election is permitted, as provided for under ASC 825, Financial Instruments ("ASC 825"). Due to the prospective application of a change in accounting as required under ASC 946-10-25-2, the Company determined that the presentation of its condensed consolidated financial statements for periods beginning after December 31, 2018 are not comparable to the condensed consolidated financial statements previously prepared for prior periods for which the Company applied ASC 946.
Reclassification and Presentation
Effective January 1, 2019, the Company prospectively discontinued its application of ASC 946. Upon its change in status, the following significant changes and elections were made:
Investments in securities are now accounted for in accordance with ASC 320, Investments—Debt and Equity Securities ("ASC 320");
The Company elected the FVO as provided for under ASC 825-10-25-4 for all eligible financial instruments for which the Company had previously measured at fair value, including investments in securities, loans, financial derivatives, and certain of the Company's secured borrowings. As a result, all changes in the fair value of such financial instruments will continue to be recorded in earnings on the Company's Condensed Consolidated Statement of Operations;
Real estate owned, or "REO," is not eligible for the FVO election. As a result, REO is carried at the lower of cost or fair value. The Company's cost basis in any REO that was previously measured at fair value under ASC 946 was adjusted on January 1, 2019 to equal the fair value of such investment as of December 31, 2018;
The Company elected not to designate its financial derivatives as hedging instruments in accordance with ASC 815, Derivatives and Hedging ("ASC 815"). As a result, all changes in the fair value of financial derivatives will continue to be recorded in earnings on the Company's Condensed Consolidated Statement of Operations;


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Forward settling to-be-announced mortgage-backed-securities, or "TBAs," are no longer classified as investments. TBAs will be classified as financial derivatives, with the difference between the forward contract price and the market value of the TBA position as of the reporting date included in Unrealized gains (losses) on financial derivatives, net, on the Condensed Consolidated Statement of Operations; and
The Company is required to account for certain of its equity investments under ASC 323-10, Investments—Equity Method and Joint Ventures ("ASC 323-10"). The Company has elected the FVO for such equity investments and changes in fair value will be reported in Earnings (losses) from investments in unconsolidated entities, on the Condensed Consolidated Statement of Operations.
(B) Valuation: The Company applies ASC 820-10, Fair Value Measurement ("ASC 820") to its holdings of financial instruments. ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1—inputs to the valuation methodology are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Currently, the types of financial instruments the Company generally includes in this category are listed equities and exchange-traded derivatives;
Level 2—inputs to the valuation methodology other than quoted prices included in Level 1 are observable for the asset or liability, either directly or indirectly. Currently, the types of financial instruments that the Company generally includes in this category are Agency RMBS, U.S. Treasury securities and sovereign debt, certain non-Agency RMBS, CMBS, CLOs, corporate debt, and actively traded derivatives such as interest rate swaps, foreign currency forwards, and other over-the-counter derivatives; and
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. The types of financial instruments that the Company generally includes in this category are certain RMBS, CMBS, CLOs, ABS, credit default swaps, or "CDS," on individual ABS, and total return swaps on distressed corporate debt, in each case where there is less price transparency. Also included in this category are residential and commercial mortgage loans, consumer loans, and private corporate debt and equity investments.
For certain financial instruments, the various inputs that management uses to measure fair value may fall into different levels of the fair value hierarchy. For each such financial instrument, the determination of which category within the fair value hierarchy is appropriate is based on the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the various inputs that management uses to measure fair value, with the highest priority given to inputs that are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets (Level 1), and the lowest priority given to inputs that are unobservable and significant to the fair value measurement (Level 3). The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company may use valuation techniques consistent with the market and income approaches to measure the fair value of its financial instruments. The market approach uses third-party valuations and information obtained from market transactions involving identical or similar financial instruments. The income approach uses projections of the future economic benefit of an instrument to determine its fair value, such as in the discounted cash flow methodology. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in these financial instruments. The leveling of each financial instrument is reassessed at the end of each period. Transfers between levels of the fair value hierarchy are assumed to occur at the end of the reporting period.
Summary Valuation Techniques
For financial instruments that are traded in an "active market," the best measure of fair value is the quoted market price. However, many of the Company's financial instruments are not traded in an active market. Therefore, management generally uses third-party valuations when available. If third-party valuations are not available, management uses other valuation techniques, such as the discounted cash flow methodology. The following are summary descriptions, for various categories of financial instruments, of the valuation methodologies management uses in determining fair value of the Company's financial instruments in such categories. Management utilizes such methodologies to assign a fair value (the estimated price that, in an orderly transaction at the valuation date, would be received to sell an asset, or paid to transfer a liability, as the case may be) to each such financial instrument.
For mortgage-backed securities, or "MBS," TBAs, CLOs, and corporate debt and equity, management seeks to obtain at least one third-party valuation, and often obtains multiple valuations when available. Management has been able to obtain third-party valuations on the vast majority of these instruments and expects to continue to solicit third-party valuations in the future. Management generally values each financial instrument at the average of third-party valuations received and not rejected as described below. Third-party valuations are not binding, management may adjust the valuations it receives (e.g.,


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downward adjustments for odd lots), and management may challenge or reject a valuation when, based on its validation criteria, management determines that such valuation is unreasonable or erroneous. Furthermore, based on its validation criteria, management may determine that the average of the third-party valuations received for a given financial instrument does not result in what management believes to be the fair value of such instrument, and in such circumstances management may override this average with its own good faith valuation. The validation criteria may take into account output from management's own models, recent trading activity in the same or similar instruments, and valuations received from third parties. The use of proprietary models requires the use of a significant amount of judgment and the application of various assumptions including, but not limited to, assumptions concerning future prepayment rates and default rates. Given their relatively high level of price transparency, Agency RMBS pass-throughs are typically classified as Level 2. Non-Agency RMBS, CMBS, Agency interest only and inverse interest only RMBS, CLOs, and corporate bonds are generally classified as either Level 2 or Level 3 based on analysis of available market data and/or third-party valuations. The Company's investments in distressed corporate debt can be in the form of loans as well as total return swaps on loans. These investments, as well as related non-listed equity investments, are generally designated as Level 3 assets. Valuations for total return swaps are typically based on prices of the underlying loans received from third-party pricing services. Private equity investments are generally classified as Level 3. Furthermore, the methodology used by the third-party valuation providers is reviewed at least annually by management, so as to ascertain whether such providers are utilizing observable market data to determine the valuations that they provide.
For residential and commercial mortgage loans and consumer loans, management determines fair value by taking into account both external pricing data, which includes third-party valuations, and internal pricing models. Management has obtained third-party valuations on the majority of these investments and expects to continue to solicit third-party valuations in the future. In determining fair value for non-performing mortgage loans, management evaluates third-party valuations, if applicable, as well as management's estimates of the value of the underlying real estate, using information including general economic data, broker price opinions, or "BPOs," recent sales, property appraisals, and bids. In determining fair value for performing mortgage loans and consumer loans, management evaluates third-party valuations, if applicable, as well as discounted cash flows of the loans based on market assumptions. Cash flow assumptions typically include projected default and prepayment rates and loss severities, and may include adjustments based on appraisals and BPOs. Mortgage and consumer loans are classified as Level 3.
The Company has securitized certain mortgage loans that are not deemed "qualified mortgage," or "QM," loans under the rules of the Consumer Financial Protection Bureau, or "non-QM loans." The Company's securitized non-QM loans are held as part of a collateralized financing entity, or "CFE." A CFE is a VIE that holds financial assets, issues beneficial interests in those assets, and has no more than nominal equity, and for which the issued beneficial interests have contractual recourse only to the related assets of the CFE. ASC 810 allows the Company to elect to measure both the financial assets and financial liabilities of the CFE using the more observable of the fair value of the financial assets and the fair value of the financial liabilities of the CFE. The Company has elected the FVO for initial and subsequent recognition of the debt issued by its consolidated securitization trusts and has determined that each consolidated securitization trust meets the definition of a CFE; see Note 10 "Securitization TransactionsResidential Mortgage Loan Securitizations" for further discussion on the Company's securitization trusts. The Company has determined the inputs to the fair value measurement of the financial liabilities of each of its CFEs to be more observable than those of the financial assets and, as a result, has used the fair value of the financial liabilities of each of the CFEs to measure the fair value of the financial assets of each of the CFEs. The fair value of the debt issued by each CFE is typically valued using discounted cash flows and other market data. The securitized non-QM loans, which are assets of the CFEs, are included in Loans, at fair value, on the Company's Condensed Consolidated Balance Sheet. The debt issued by the CFEs is included in Other secured borrowings, at fair value, on the Company's Condensed Consolidated Balance Sheet. Unrealized gains (losses) from changes in fair value of Other secured borrowings, at fair value, are included in Other, net, on the Company's Condensed Consolidated Statement of Operations. The securitized non-QM loans and the debt issued by the Company's CFEs are both classified as Level 3.
For financial derivatives with greater price transparency, such as CDS on asset-backed indices, CDS on corporate indices, certain options on the foregoing, and total return swaps on publicly traded equities or indices, market-standard pricing sources are used to obtain valuations; these financial derivatives are generally classified as Level 2. Interest rate swaps, swaptions, and foreign currency forwards are typically valued based on internal models that use observable market data, including applicable interest rates and foreign currency rates in effect as of the measurement date; the model-generated valuations are then typically compared to counterparty valuations for reasonableness. These financial derivatives are also generally classified as Level 2. Financial derivatives with less price transparency, such as CDS on individual ABS, are generally valued based on internal models, and are classified as Level 3. In the case of CDS on individual ABS, the valuation process typically starts with an estimation of the value of the underlying ABS. In valuing its financial derivatives, the Company also considers the creditworthiness of both the Company and its counterparties, along with collateral provisions contained in each financial derivative agreement.


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Investments in private operating entities, such as loan originators, are valued based on available metrics, such as relevant market multiples and comparable company valuations, company specific-financial data including actual and projected results, and independent third party valuation estimates. These investments are classified as Level 3.
The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value. Repurchase and reverse repurchase agreements are classified as Level 2, based on the adequacy of the collateral and their short term nature.
The Company's valuation process, including the application of validation criteria, is overseen by the Manager's Valuation Committee (the "Valuation Committee"). The Valuation Committee includes senior level executives from various departments within the Manager, and each quarter, the Valuation Committee reviews and approves the valuations of the Company's financial instruments. The valuation process also includes a monthly review by the Company's third-party administrator. The goal of this review is to replicate various aspects of the Company's valuation process based on the Company's documented procedures.
Because of the inherent uncertainty of valuation, the estimated fair value of the Company's financial instruments may differ significantly from the values that would have been used had a ready market for the financial instruments existed, and the differences could be material to the Company's condensed consolidated financial statements.
(C) Accounting for Securities: Purchases and sales of investments in securities are generally recorded on trade date, and realized and unrealized gains and losses are calculated based on identified cost. Investments in securities are recorded in accordance with ASC 320 or ASC 325-40, Beneficial Interests in Securitized Financial Assets ("ASC 325-40"). The Company generally classifies its securities as available-for-sale. The Company has chosen to elect the FVO pursuant to ASC 825 for its investments in securities. Electing the FVO allows the Company to record changes in fair value in the Condensed Consolidated Statement of Operations, as a component of Unrealized gains (losses) on securities and loans, net, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all investment activities will be recorded in a similar manner.
Many of the Company's investments in securities, such as MBS and CLOs, are issued by entities that are deemed to be VIEs. For the majority of such investments, the Company has determined it is not the primary beneficiary of such VIEs and therefore has not consolidated such VIEs. The Company's maximum risk of loss in these unconsolidated VIEs is generally limited to the fair value of the Company's investment in the VIE.
The Company evaluates its investments in interest only securities to determine whether they meet the requirements for classification as financial derivatives under ASC 815. For interest only securities, where the holder is entitled only to a portion of the interest payments made on the mortgages underlying certain MBS, and inverse interest only securities, which are interest only securities whose coupon has an inverse relationship to its benchmark rate, such as LIBOR, the Company has determined that such investments do not meet the requirements for treatment as financial derivatives and are classified as securities.
Periods after January 1, 2020—For periods subsequent to the Company's application of the principles of ASU 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13"), as discussed below, the Company evaluates the cost basis of its investments in securities on at least a quarterly basis, under ASC 326-30, Financial Instruments—Credit Losses: Available-for-Sale Debt Securities ("ASC 326-30"). When the fair value of a security is less than its amortized cost basis as of the balance sheet date, the security's cost basis is considered impaired. The Company must evaluate the decline in the fair value of the impaired security and determine whether such decline resulted from a credit loss or non-credit related factors. In its assessment of whether a credit loss exists, the Company compares the present value of estimated future cash flows of the impaired security with the amortized cost basis of such security. The estimated future cash flows reflect those that a "market participant" would use and typically include assumptions related to fluctuations in interest rates, prepayment speeds, default rates, collateral performance, and the timing and amount of projected credit losses, as well incorporating observations of current market developments and events. Cash flows are discounted at an interest rate equal to the current yield used to accrete interest income. If the present value of estimated future cash flows is less than the amortized cost basis of the security, an expected credit loss exists and is included in Unrealized gains (losses) on securities and loans, net, on the Condensed Consolidated Statement of Operations. If it is determined as of the financial reporting date that all or a portion of a security's cost basis is not collectible, then the Company will recognize a realized loss to the extent of the adjustment to the security's cost basis. This adjustment to the amortized cost basis of the security is reflected in Net realized gains (losses) on securities and loans, net, on the Consolidated Statement of Operations.
Periods prior to January 1, 2020—For periods prior to the Company's adoption of ASU 2016-13, the Company evaluated the cost basis of its investments in securities for other-than-temporary impairment, or "OTTI," on at least a quarterly basis.
When the fair value of a security was less than its amortized cost basis as of the balance sheet date, the security's cost basis was considered impaired, and the impairment was designated as either temporary or other-than-temporary. When a


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security's cost basis was impaired, an OTTI was considered to have occurred if (i) the Company intended to sell the security, (ii) it was more likely than not that the Company would have been required to sell the security before recovery of its amortized cost basis, or (iii) the Company did not expect to recover the security's amortized cost basis, even if the Company did not intend to sell the security and it was not more likely than not that the Company would have been required to sell the security. Additionally, for securities accounted for under ASC 325-40, an impairment of the cost basis was recorded when there was an adverse change in the expected cash flows to be received and the fair value of the security was less than its carrying amount. Any resulting OTTI adjustments made to the cost basis of the security were reflected in Realized gains (losses) on securities and loans, net, on the Condensed Consolidated Statement of Operations.
(D) Accounting for Loans: The Company's loan portfolio primarily consists of residential mortgage, commercial mortgage, and consumer loans. The Company's loans are accounted for under ASC 310-10, Receivables, and are classified as held-for-investment when the Company has the intent and ability to hold such loans for the foreseeable future or to maturity/payoff. When the Company has the intent to sell loans, such loans will be classified as held-for-sale. Mortgage loans held-for-sale are accounted for under ASC 948-310, Financial services—mortgage banking. The Company may aggregate its loans into pools based on common risk characteristics at purchase. The Company has chosen to elect the FVO pursuant to ASC 825 for its loan portfolios. Loans are recorded at fair value on the Condensed Consolidated Balance Sheet and changes in fair value are recorded in earnings on the Condensed Consolidated Statement of Operations as a component of Unrealized gains (losses) on securities and loans, net. The Company generates income from fees on certain loans, generally commercial mortgage loans, that it originates and holds for investment, including origination and exit fees. Such fee income is recorded when earned and included in Other, net on the Condensed Consolidated Statement of Operations. Transfers between held-for-investment and held-for-sale occur once the Company's intent to sell the loans changes.
For residential and commercial mortgage loans, the Company generally accrues interest payments. Such loans are typically moved to non-accrual status if the loan becomes 90 days or more delinquent. The Company does not accrue interest payments on its consumer loans; interest payments are recorded upon receipt. Once consumer loans are more than 120 days past due, the Company will generally charge off such loans. The Company evaluates its charged-off loans and determines collectibility, if any, on such loans.
The Company evaluates the collectibility of both interest and principal on each of its loan investments and whether the cost basis of the loan is impaired. A loan's cost basis is impaired when, based on current information and market developments, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a loan's cost basis is impaired, the Company does not record an allowance for loan loss as it elected the FVO on all of its loan investments.
Periods after January 1, 2020—For periods subsequent to the Company's application of the principles of ASU 2016-13, in its assessment of whether a credit loss exists, the Company compares the present value of the amount expected to be collected on the impaired loan with the amortized cost basis of such loan. If the present value of the amount expected to be collected on the impaired loan is less than the amortized cost basis of such loan, an expected credit loss exists and is included in Unrealized gains (losses) on securities and loans, net, on the Consolidated Statement of Operations. If it is determined as of the financial reporting date that all or a portion of a loan's cost basis is not collectible, then the Company will recognize a realized loss to the extent of the adjustment to the loan's cost basis. This adjustment to the amortized cost basis of the loan is reflected in Realized gains (losses) on securities and loans, net, on the Consolidated Statement of Operations.
Periods prior to January 1, 2020—For periods prior to the Company's application of the principles of ASU 2016-13, the Company recognized impairments through an adjustment to the amortized cost basis; the Company recognized a realized loss in the period such adjustment was made, which is included in Realized gains (losses) on securities and loans, net, on the Condensed Consolidated Statement of Operations.
(E) Interest Income: The Company amortizes premiums and accretes discounts on its debt securities. Coupon interest income on fixed-income investments is generally accrued based on the outstanding principal balance or notional value and the current coupon rate.
For debt securities that are deemed to be of high credit quality at the time of purchase (generally Agency RMBS, exclusive of interest only securities), premiums and discounts are amortized/accreted into interest income over the life of such securities using the effective interest method. For such securities whose cash flows vary depending on prepayments, an effective yield retroactive to the time of purchase is periodically recomputed based on actual prepayments and changes in projected prepayment activity, and a catch-up adjustment, or "Catch-up Premium Amortization Adjustment," is made to amortization to reflect the cumulative impact of the change in effective yield.
For debt securities (generally non-Agency RMBS, CMBS, ABS, CLOs, and interest only securities) that are deemed not to be of high credit quality at the time of purchase, interest income is recognized based on the effective interest method. For


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purposes of estimating future expected cash flows, management uses assumptions including, but not limited to, assumptions for future prepayment rates, default rates, and loss severities (each of which may in turn incorporate various macro-economic assumptions, such as future housing prices, GDP growth rates, and unemployment rates). These assumptions are re-evaluated not less than quarterly. Changes in projected cash flows may result in prospective changes in the yield/interest income recognized on such securities based on the updated expected future cash flows.
For each loan purchased with the expectation that both interest and principal will be paid in full, the Company generally amortizes or accretes any premium or discount over the life of the loan utilizing the effective interest method. However, based on current information and market developments, the Company re-assesses the collectibility of interest and principal, and generally designates a loan as in non-accrual status either when any payments have become 90 or more days past due, or when, in the opinion of management, it is probable that the Company will be unable to collect either interest or principal in full. Once a loan is designated as in non-accrual status, as long as principal is still expected to be collectible in full, interest payments are recorded as interest income only when received (i.e., under the cash basis method); accruals of interest income are only resumed when the loan becomes contractually current and performance is demonstrated to be resumed. However, if principal is not expected to be collectible in full, the cost recovery method is used (i.e., no interest income is recognized, and all payments received—whether contractually interest or principal—are applied to cost).
Periods after January 1, 2020—Certain of the Company's debt securities and loans, at the date of acquisition, have experienced or are expected to experience more-than-insignificant deterioration in credit quality since origination. For periods subsequent to the Company's application of the principles of ASU 2016-13, if at the date of acquisition for a particular asset the Company projects a significant difference between contractual cash flows and expected cash flows, it establishes an initial estimate for credit losses as an upward adjustment to the acquisition cost of the asset for the purpose of calculating interest income using the effective yield method.
Periods prior to January 1, 2020—Prior to the Company's application of the principles of ASU 2016-13, for each loan acquired that had evidence of credit deterioration since origination and the expectation that either principal or interest would not be paid in full, interest income was generally recognized using the effective interest method for so long as the cash flows could be reasonably estimated. Here, instead of amortizing the purchase discount (i.e., the excess of the unpaid principal balance over the purchase price) over the life of the loan, the Company effectively amortized the accretable yield (i.e., the excess of the Company's estimate of the total cash flows to be collected over the life of the loan over the purchase price). Not less than quarterly, the Company updated its estimate of the cash flows expected to be collected over the life of the loan, and applied revised yields prospectively.
In estimating future cash flows on the Company's debt securities, there are a number of assumptions that are subject to significant uncertainties and contingencies, including, in the case of MBS, assumptions relating to prepayment rates, default rates, loan loss severities, and loan repurchases. These estimates require the use of a significant amount of judgment.
(F) Investments in unconsolidated entities: The Company has made and may in the future make non-controlling equity investments in various entities, such as loan originators. Such investments are generally in the form of preferred and/or common equity, or membership interests. In certain cases, the Company can exercise significant influence over the entity (e.g. by having representation on the entity's board of directors) but the requirements for consolidation under ASC 810 are not met; in such cases the Company is required to account for such equity investments under ASC 323-10. The Company has chosen to elect the FVO pursuant to ASC 825 for its investments in unconsolidated entities, which, in management's view, more appropriately reflects the results of operations for a particular reporting period, as all investment activities will be recorded in a similar manner. The period change in fair value of the Company's investments in unconsolidated entities is recorded on the Condensed Consolidated Statement of Operations in Earnings (losses) from investments in unconsolidated entities.
(G) REO: When the Company obtains possession of real property in connection with a foreclosure or similar action, the Company de-recognizes the associated mortgage loan according to ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure ("ASU 2014-04"). Under the provisions of ASU 2014-04, the Company is deemed to have received physical possession of real estate property collateralizing a mortgage loan when it obtains legal title to the property upon completion of a foreclosure or when the borrower conveys all interest in the property to it through a deed in lieu of foreclosure or similar legal agreement. The Company's cost basis in REO is equal to the fair value of the associated mortgage loan at the time the Company obtains possession. REO valuations are reflected at the lower of cost or fair value. The fair value of such REO is typically based on management's estimates which generally use information including general economic data, BPOs, recent sales, property appraisals, and bids, and takes into account the expected costs to sell the property. REO recorded at fair value on a non-recurring basis are classified as Level 3.
(H) Securities Sold Short: The Company may purchase or engage in short sales of U.S. Treasury securities and sovereign debt to mitigate the potential impact of changes in interest rates and/or foreign exchange rates on the performance of its


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portfolio. When the Company sells securities short, it typically satisfies its security delivery settlement obligation by borrowing or purchasing the security sold short from the same or a different counterparty. When borrowing a security sold short from a counterparty, the Company generally is required to deliver cash or securities to such counterparty as collateral for the Company's obligation to return the borrowed security. The Company has chosen to elect the FVO pursuant to ASC 825 for its securities sold short. Electing the FVO allows the Company to record changes in fair value in the Condensed Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, securities sold short are recorded at fair value on the Condensed Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Condensed Consolidated Statement of Operations as a component of Unrealized gains (losses) on securities and loans, net. A realized gain or loss will be recognized upon the termination of a short sale if the market price is less or greater than the original sale price. Such realized gain or loss is recorded on the Company's Condensed Consolidated Statement of Operations in Realized gains (losses) on securities and loans, net.
(I) Financial Derivatives: The Company enters into various types of financial derivatives subject to its investment guidelines, which include restrictions associated with qualifying and maintaining qualification as a REIT. The Company's financial derivatives are predominantly subject to bilateral collateral arrangements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the "Dodd-Frank Act." The Company may be required to deliver or receive cash or securities as collateral upon entering into derivative transactions. In addition, changes in the relative value of derivative transactions may require the Company or the counterparty to post or receive additional collateral. In the case of cleared derivatives, the clearinghouse becomes the Company's counterparty and a futures commission merchant acts as an intermediary between the Company and the clearinghouse with respect to all facets of the related transaction, including the posting and receipt of required collateral. Cash collateral received by the Company is included in Due to brokers, on the Condensed Consolidated Balance Sheet. Conversely, cash collateral posted by the Company is included in Due from brokers, on the Condensed Consolidated Balance Sheet. The types of derivatives primarily utilized by the Company are swaps, TBAs, futures, options, and forwards.
Swaps: The Company may enter into various types of swaps, including interest rate swaps, credit default swaps, and total return swaps. The primary risk associated with the Company's interest rate swap activity is interest rate risk. The primary risk associated with the Company's credit default swaps and total return swaps is credit risk.
The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Primarily to help mitigate interest rate risk, the Company enters into interest rate swaps. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. Interest rate swaps change in value with movements in interest rates. The Company also enters into interest rate swaps whereby the Company pays one floating rate and receives a different floating rate, or "basis swaps."
The Company enters into credit default swaps. A credit default swap is a contract under which one party agrees to compensate another party for the financial loss associated with the occurrence of a "credit event" in relation to a "reference amount" or notional value of a "reference asset" (usually a bond, loan, or an index or basket of bonds or loans). The definition of a credit event may vary from contract to contract. A credit event may occur (i) when the reference asset (or underlying asset, in the case of a reference asset that is an index or basket) fails to make scheduled principal or interest payments to its holders, (ii) with respect to credit default swaps referencing mortgage/asset-backed securities and indices, when the reference asset (or underlying asset, in the case of a reference asset that is an index or basket) is downgraded below a certain rating level, or (iii) with respect to credit default swaps referencing corporate entities and indices, upon the bankruptcy of the obligor of the reference asset (or underlying obligor, in the case of a reference asset that is an index). The Company typically writes (sells) protection to take a "long" position with respect to the underlying reference assets, or purchases (buys) protection to take a "short" position with respect to the underlying reference assets or to hedge exposure to other investment holdings.
The Company enters into total return swaps in order to take a "long" or "short" position with respect to an underlying reference asset. The Company is subject to market price volatility of the underlying reference asset. A total return swap involves commitments to pay interest in exchange for a market-linked return based on a notional value. To the extent that the total return of the corporate debt, security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Company will receive a payment from or make a payment to the counterparty.
Swaps change in value with movements in interest rates, credit quality, or total return of the reference securities. During the term of swap contracts, changes in value are recognized as unrealized gains or losses on the Condensed Consolidated Statement of Operations. When a contract is terminated, the Company realizes a gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Company's basis in the contract, if any. Periodic payments or receipts required by swap agreements are recorded as unrealized gains or losses when accrued and realized gains or losses when


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received or paid. Upfront payments paid and/or received by the Company to open swap contracts are recorded as an asset and/or liability on the Consolidated Balance Sheet and are recorded as a realized gain or loss on the termination date.
TBA Securities: The Company transacts in the forward settling TBA market. A TBA position is a forward contract for the purchase ("long position") or sale ("short position") of Agency RMBS at a predetermined price, face amount, issuer, coupon, and maturity on an agreed-upon future delivery date. For each TBA contract and delivery month, a uniform settlement date for all market participants is determined by the Securities Industry and Financial Markets Association. The specific Agency RMBS to be delivered into the contract at the settlement date are not known at the time of the transaction. The Company typically does not take delivery of TBAs, but rather enters into offsetting transactions and settles the associated receivable and payable balances with its counterparties. The Company uses TBAs to mitigate interest rate risk, usually by taking short positions. The Company also invests in TBAs as a means of acquiring additional exposure to Agency RMBS, or for speculative purposes, including holding long positions.
TBAs are accounted for by the Company as financial derivatives. The difference between the forward contract price and the market value of the TBA position as of the reporting date is included in Unrealized gains (losses) on financial derivatives, net, on the Condensed Consolidated Statement of Operations.
Futures Contracts: A futures contract is an exchange-traded agreement to buy or sell an asset for a set price on a future date. The Company enters into Eurodollar and/or U.S. Treasury security futures contracts to hedge its interest rate risk. The Company may also enter into various other futures contracts, including equity index futures and foreign currency futures. Initial margin deposits are made upon entering into futures contracts and can generally be either in the form of cash or securities. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by marking-to-market to reflect the current market value of the contract. Variation margin payments are made or received periodically, depending upon whether unrealized losses or gains are incurred. When the contract is closed, the Company records a realized gain or loss equal to the difference between the proceeds of the closing transaction and the Company's basis in the contract.
Options: The Company may purchase or write put or call options contracts or enter into swaptions. The Company enters into options contracts typically to help mitigate overall market, credit, or interest rate risk depending on the type of options contract. However, the Company also enters into options contracts from time to time for speculative purposes. When the Company purchases an options contract, the option asset is initially recorded at an amount equal to the premium paid, if any, and is subsequently marked-to-market. Premiums paid for purchasing options contracts that expire unexercised are recognized on the expiration date as realized losses. If an options contract is exercised, the premium paid is subtracted from the proceeds of the sale or added to the cost of the purchase to determine whether the Company has realized a gain or loss on the related transaction. When the Company writes an options contract, the option liability is initially recorded at an amount equal to the premium received, if any, and is subsequently marked-to-market. Premiums received for writing options contracts that expire unexercised are recognized on the expiration date as realized gains. If an options contract is exercised, the premium received is subtracted from the cost of the purchase or added to the proceeds of the sale to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company enters into a closing transaction, the Company will realize a gain or loss depending upon whether the amount from the closing transaction is greater or less than the premiums paid or received. The Company may also enter into options contracts that contain forward-settling premiums. In this case, no money is exchanged upfront. Instead, the agreed-upon premium is paid by the buyer upon expiration of the option, regardless of whether or not the option is exercised.
Forward Currency Contracts: A forward currency contract is an agreement between two parties to purchase or sell a specific quantity of currency with the delivery and settlement at a specific future date and exchange rate. During the period the forward currency contract is open, changes in the value of the contract are recognized as unrealized gains or losses. When the contract is settled, the Company records a realized gain or loss equal to the difference between the proceeds of the closing transaction and the Company's basis in the contract.
Financial derivative assets are included in Financial derivatives—assets, at fair value, on the Condensed Consolidated Balance Sheet. Financial derivative liabilities are included in Financial derivatives—liabilities, at fair value, on the Condensed Consolidated Balance Sheet. The Company has chosen to elect the FVO pursuant to ASC 825 for its financial derivatives. Electing the FVO allows the Company to record changes in fair value in the Condensed Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. Changes in unrealized gains and losses on financial derivatives are included in Unrealized gains (losses) on financial derivatives, net, on the Condensed Consolidated Statement of Operations. Realized gains and losses on financial derivatives are included in Realized gains (losses) on financial derivatives, net, on the Condensed Consolidated Statement of Operations.


17


(J) Cash and Cash Equivalents: Cash and cash equivalents include cash and short term investments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents typically include amounts held in interest bearing overnight accounts and amounts held in money market funds, and these balances generally exceed insured limits. The Company holds its cash at institutions that it believes to be highly creditworthy. Restricted cash represents cash that the Company can use only for specific purposes. See Note 18 for further discussion of restricted cash balances.
(K) Repurchase Agreements: The Company enters into repurchase agreements with third-party broker-dealers whereby it sells securities under agreements to be repurchased at an agreed-upon price and date. The Company accounts for repurchase agreements as collateralized borrowings, with the initial sale price representing the amount borrowed, and with the future repurchase price consisting of the amount borrowed plus interest, at the implied interest rate of the repurchase agreement, on the amount borrowed over the term of the repurchase agreement. The interest rate on a repurchase agreement is based on competitive rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. When the Company enters into a repurchase agreement, the lender establishes and maintains an account containing cash and/or securities having a value not less than the repurchase price, including accrued interest, of the repurchase agreement. Repurchase agreements are carried at their contractual amounts, which approximate fair value as the debt is short-term in nature.
(L) Reverse Repurchase Agreements: The Company enters into reverse repurchase agreement transactions whereby it purchases securities under agreements to resell at an agreed-upon price and date. In general, securities received pursuant to reverse repurchase agreements are delivered to counterparties of short sale transactions. The interest rate on a reverse repurchase agreement is based on competitive rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. Assets held pursuant to reverse repurchase agreements are reflected as assets on the Condensed Consolidated Balance Sheet. Reverse repurchase agreements are carried at their contractual amounts, which approximates fair value due to their short-term nature.
Repurchase and reverse repurchase agreements that are conducted with the same counterparty may be reported on a net basis if they meet the requirements of ASC 210-20, Balance Sheet Offsetting. There are no repurchase and reverse repurchase agreements reported on a net basis in the Company's condensed consolidated financial statements.
(M) Transfers of Financial Assets: The Company enters into transactions whereby it transfers financial assets to third parties. Upon such a transfer of financial assets, the Company will sometimes retain or acquire interests in the related assets. The Company evaluates transferred assets pursuant to ASC 860-10, Transfers of Financial Assets, or "ASC 860-10," which requires that a determination be made as to whether a transferor has surrendered control over transferred financial assets. That determination must consider the transferor's continuing involvement in the transferred financial asset, including all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of the transfer. When a transfer of financial assets does not qualify as a sale, ASC 860-10 requires the transfer to be accounted for as a secured borrowing with a pledge of collateral. ASC 860-10 is a standard that requires the Company to exercise significant judgment in determining whether a transaction should be recorded as a "sale" or a "financing."
(N) Variable Interest Entities: VIEs are entities in which: (i) the equity investors do not have the characteristics of a controlling financial interest, or (ii) there is insufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties. Consolidation of a VIE is required by the entity that is deemed to be the primary beneficiary of the VIE. The Company evaluates all of its interests in VIEs for consolidation under ASC 810. The primary beneficiary is generally the party with both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant to the VIE.
When the Company has an interest in an entity that has been determined to be a VIE, the Company assesses whether it is deemed to be the primary beneficiary of the VIE. The Company will only consolidate a VIE for which it has concluded it is the primary beneficiary. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE's economic performance, the Company considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes (i) identifying the activities that most significantly impact the VIE's economic performance; and (ii) identifying which party, if any, has power over those activities. To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, it considers all of its economic interests, including debt and/or equity investments, as well as other arrangements deemed to be variable interests in the VIE. These assessments to determine whether the Company is the primary beneficiary require significant judgment. In instances where the Company and its related parties have interests in a VIE, the Company considers whether there is a single party in the related party group that meets the criteria to be deemed the primary beneficiary. If one party within the related party group meets such criteria, that reporting entity would be deemed to be the primary beneficiary of the VIE and no further analysis is needed. If no party within the related party group on its own meets


18


the criteria to be deemed the primary beneficiary, but the related party group as a whole meets such criteria, the determination of the primary beneficiary within the related party group requires significant judgment. The Company performs analysis, which is based upon qualitative as well as quantitative factors, such as the relationship of the VIE to each of the members of the related party group, as well as the significance of the VIE's activities to those members, with the objective of determining which party is most closely associated with the VIE.
The Company performs ongoing reassessments of (i) whether any entities previously evaluated have become VIEs, based on certain events, and therefore subject to assessment to determine whether consolidation is appropriate, and (ii) whether changes in the facts and circumstances regarding the Company's involvement with a VIE causes its consolidation conclusion regarding the VIE to change. See Note 9 and Note 13 for further information on the Company's consolidated VIEs.
The Company's maximum amount at risk is generally limited to the Company's investment in the VIE. The Company is generally not contractually required to provide and has not provided any form of financial support to the VIEs.
The Company holds beneficial interests in certain securitization trusts that are considered VIEs. The beneficial interests in these securitization trusts are represented by certificates issued by the trusts. The securitization trusts have been structured as pass-through entities that receive principal and interest payments on the underlying collateral and distribute those payments to the certificate holders, which include both third-party investors and the Company. The certificates held by the Company typically include some or all of the most subordinated tranches. The assets held by the trusts are restricted in that they can only be used to fulfill the obligations of the related trust. In certain cases, the design and structure of the securitization trust is such that the Company effectively retains control of the assets as well as the activities that most significantly impact the economic performance of the trust. In such cases, the Company is determined to be the primary beneficiary, and the Company consolidates the trust and all intercompany transactions are eliminated in consolidation. In cases where the Company does not effectively retain control of the assets of, or have the power to direct the activities that most significantly impact the economic performance of, the related trust, it does not consolidate the trust. See Note 10 for further discussion of the Company's securitization trusts.
(O) Offering Costs/Underwriters' Discount: Offering costs and underwriters' discount are charged against stockholders' equity as incurred. Offering costs typically include legal, accounting, and other fees associated with the cost of raising capital.
(P) Debt Issuance Costs: Debt issuance costs associated with debt for which the Company has elected the FVO are expensed at the issuance of the debt, and are included in Investment related expenses—Other on the Condensed Consolidated Statement of Operations. Costs associated with the issuance of debt for which the Company has not elected the FVO are deferred and amortized over the life of the debt, which approximates the effective interest rate method, and are included in Interest expense on the Condensed Consolidated Statement of Operations. Deferred debt issuance costs are presented on the Condensed Consolidated Balance Sheet as a direct deduction from the related debt liability, unless such deferred debt issuance costs are associated with borrowing facilities that are expected to have a future benefit, such as giving the Company the ability to access additional borrowings over the contractual term of the debt, in which case such deferred debt issuance costs are included in Other assets on the Condensed Consolidated Balance Sheet. Debt issuance costs include legal and accounting fees, purchasers' or underwriters' discount, as well as other fees associated with the cost of the issuance of the related debt.
(Q) Expenses: Expenses are recognized as incurred on the Condensed Consolidated Statement of Operations.
(R) Investment Related Expenses: Investment related expenses consist of expenses directly related to specific financial instruments. Such expenses generally include dividend expense on common stock sold short, servicing fees and corporate and escrow advances on mortgage and consumer loans, and various other expenses and fees related directly to the Company's financial instruments. The Company has elected the FVO for its investments, and as a result all investment related expenses are expensed as incurred and included in Investment related expenses on the Condensed Consolidated Statement of Operations.
(S) Investment Related Receivables: Investment related receivables on the Company's Condensed Consolidated Balance Sheet includes receivables for securities sold and interest and principal receivable on securities and loans.
(T) Long Term Incentive Plan Units: Long term incentive plan units of the Operating Partnership ("OP LTIP Units") have been issued to certain Ellington personnel dedicated or partially dedicated to the Company, certain of the Company's directors, as well as the Manager. Costs associated with OP LTIP Units issued to dedicated or partially dedicated personnel, or to the Company's directors, are measured as of the grant date based on the Company's closing stock price on the New York Stock Exchange and are amortized over the vesting period in accordance with ASC 718-10, Compensation—Stock Compensation. The vesting periods for OP LTIP Units are typically one year from issuance for non-executive directors, and are typically one year to two years from issuance for dedicated or partially dedicated personnel.


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(U) Non-controlling interests: Non-controlling interests include interests in the Operating Partnership represented by units convertible into shares of the Company's common stock ("Convertible Non-controlling Interests"). Convertible Non-controlling Interests include both the OP LTIP Units and those common units ("OP Units") of the Operating Partnership not held by the Company (collectively, the "Convertible Non-controlling Interest Units"). Non-controlling interests also include the interests of joint venture partners in certain of our consolidated subsidiaries. The joint venture partners' interests are not convertible into shares of the Company's common stock. The Company adjusts the Convertible Non-controlling Interests to align their carrying value with their share of total outstanding Operating Partnership units, including both the OP Units held by the Company and the Convertible Non-controlling Interests. Any such adjustments are reflected in Adjustment to non-controlling interests, on the Condensed Consolidated Statement of Changes in Equity. See Note 15 for further discussion of non-controlling interests.
(V) Dividends: Dividends payable on shares of common stock and Convertible Non-controlling Interest Units are recorded on the declaration date.
(W) Shares Repurchased: Shares of common stock that are repurchased by the Company subsequent to issuance are immediately retired upon settlement and decrease the total number of shares of common stock issued and outstanding. The cost of such repurchases is charged against Additional paid-in-capital on the Company's Condensed Consolidated Balance Sheet.
(X) Earnings Per Share ("EPS"): Basic EPS is computed using the two class method by dividing net income (loss) after adjusting for the impact of Convertible Non-controlling Interests which are participating securities, by the weighted average number of shares of common stock outstanding calculated including Convertible Non-controlling Interests. Because the Company's Convertible Non-controlling Interests are participating securities, they are included in the calculation of both basic and diluted EPS.
(Y) Foreign Currency: The functional currency of the Company is U.S. dollars. Assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars at current exchange rates at the following dates: (i) assets, liabilities, and unrealized gains/losses—at the valuation date; and (ii) income, expenses, and realized gains/losses—at the accrual/transaction date. The Company isolates the portion of realized and change in unrealized gain (loss) resulting from changes in foreign currency exchange rates on investments and financial derivatives from the fluctuations arising from changes in fair value of investments and financial derivatives held. Changes in realized and change in unrealized gain (loss) due to foreign currency are included in Other, net, on the Condensed Consolidated Statement of Operations.
The Company's reporting currency is U.S. Dollars. If the Company has investments in unconsolidated entities that have a functional currency other than U.S. Dollars, the fair value is translated to U.S. dollars using the current exchange rate at the valuation date. The cumulative translation adjustment, if any, associated with the Company's investments in unconsolidated entities is recorded in accumulated other comprehensive income (loss), a component of consolidated stockholders' equity.
(Z) Income Taxes: The Company will elect to be taxed as a REIT under Sections 856 through 860 of the Code. As a REIT, the Company is generally not subject to corporate-level federal and state income tax on net income it distributes to its stockholders within the prescribed timeframes. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including distributing at least 90% of its annual taxable income to stockholders. Even if the Company qualifies as a REIT, it may be subject to certain federal, state, local and foreign taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state, and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which the Company fails to qualify as a REIT. The Company believes that commencing on January 1, 2019, the Company was organized in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws and that its manner of operation enables it to meet the requirements for qualification and taxation as a REIT. As a result of Ellington Financial Inc.'s expected REIT qualification and expected distributions, it does not generally expect to pay federal or state corporate income taxes. Many of the REIT requirements, however, are highly technical and complex.
As a REIT, if the Company fails to distribute in any calendar year (subject to specific timing rules for certain dividends paid in January) at least the sum of (i) 85% of its ordinary income for such year, (ii) 95% of its capital gain net income for such year, and (iii) any undistributed taxable income from the prior year, the Company would be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (i) the amounts actually distributed and (ii) the amounts of income retained and on which the Company has paid corporate income tax.
The Company elected to treat certain domestic and foreign subsidiaries as TRSs, and may in the future elect to treat other current or future subsidiaries as TRSs. In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A domestic TRS may, but is not required to, declare dividends to the Company; such dividends will be included in the Company's taxable income/(loss)


20


and may necessitate a distribution to the Company's stockholders. Conversely, if the Company retains earnings at the level of a domestic TRS, such earnings will increase the book equity of the consolidated entity. A domestic TRS is subject to U.S. federal, state, and local corporate income taxes. The Company has elected and may elect in the future to treat certain of its foreign corporate subsidiaries as TRSs and, accordingly, taxable income generated by these TRSs may not be subject to U.S. federal, state, and local corporate income taxation, but generally will be included in the Company's income on a current basis as Subpart F income, whether or not distributed. However, certain of the Company's foreign subsidiaries may be subject to income taxes in the relevant foreign jurisdictions.
The Company's financial results are generally not expected to reflect provisions for current or deferred income taxes, except for any activities conducted through one or more TRSs that are subject to corporate income taxation.
The Company follows the authoritative guidance on accounting for and disclosure of uncertainty on tax positions, which requires management to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For uncertain tax positions, the tax benefit to be recognized is measured as the largest amount of benefit that is more than 50% likely to be realized upon ultimate settlement. The Company did not have any unrecognized tax benefits resulting from tax positions related to the current period or its open tax years. In the normal course of business, the Company may be subject to examination by federal, state, local, and foreign jurisdictions, where applicable, for the current period and its open tax years. The Company may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any of such positions, the Company might be found to have a tax liability that has not been recorded in the accompanying condensed consolidated financial statements. Also, management's conclusions regarding the authoritative guidance may be subject to review and adjustment at a later date based on changing tax laws, regulations, and interpretations thereof.
(AA) Recent Accounting Pronouncements: In August 2018, the Financial Accounting Standards Board, or "FASB," issued ASU 2018-13, Fair Value Measurement—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). This amends ASC 820 to remove or modify various current disclosure requirements related to fair value measurement. Additionally, ASU 2018-13 requires certain additional disclosures around fair value measurement. ASU 2018-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those years, with early adoption permitted. Entities are permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. The adoption of ASU 2018-13 did not have a material impact on the Company's condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, which introduced a new model related to the accounting for credit losses on financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. ASU 2016-13 amends the guidance which required an OTTI charge only when fair value is below the amortized cost of an asset. The length of time the fair value of an available-for-sale debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists; as a result, there is no longer an other-than-temporary impairment model. In addition, credit losses on available-for-sale debt securities will now be limited to the difference between the security's amortized cost basis and its fair value. The new debt security model will also require the use of an allowance to record estimated credit losses. While generally not applicable for financial assets for which the fair value option has been elected, the Company has applied the principles of ASU 2016-13 as described above. The adoption of ASU 2016-13 did not have a material impact on the Company's condensed consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), which provides optional guidance for a limited period meant to ease the potential burden in accounting for, or recognizing the effects of, reform to LIBOR and certain other reference rates. The standard is effective for all entities beginning on March 12, 2020 and may be elected over time. However, ASU 2020-04 is only applicable to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, and that were entered into or evaluated prior to January 1, 2023. The Company is currently evaluating the impact that the adoption of ASU 2020-04 would have on its condensed consolidated financial statements.



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3. Valuation
The tables below reflect the value of the Company's Level 1, Level 2, and Level 3 financial instruments that are measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019:
June 30, 2020:
Description Level 1 Level 2 Level 3 Total
  (In thousands)
Assets:        
Securities, at fair value:        
Agency RMBS $
 $900,290
 $12,907
 $913,197
Non-Agency RMBS 
 71,700
 128,607
 200,307
CMBS 
 12,120
 65,695
 77,815
CLOs 
 17,247
 136,466
 153,713
Asset-backed securities, backed by consumer loans 
��
 47,941
 47,941
Corporate debt securities 
 
 1,951
 1,951
Corporate equity securities 
 
 1,084
 1,084
Loans, at fair value:        
Residential mortgage loans 
 
 948,447
 948,447
Commercial mortgage loans 
 
 295,496
 295,496
Consumer loans 
 
 166,681
 166,681
Corporate loans 
 
 6,227
 6,227
Investment in unconsolidated entities, at fair value 
 
 72,553
 72,553
Financial derivatives–assets, at fair value:        
Credit default swaps on asset-backed securities 
 
 353
 353
Credit default swaps on asset-backed indices 
 7,790
 
 7,790
Credit default swaps on corporate bond indices 
 1,535
 
 1,535
Interest rate swaps 
 15,087
 
 15,087
TBAs 
 1,766
 
 1,766
Total return swaps 
 
 442
 442
Warrants 
 31
 
 31
Forwards 
 182
 
 182
Total assets $
 $1,027,748
 $1,884,850
 $2,912,598
Liabilities:        
Securities sold short, at fair value:        
Government debt $
 $(31,012) $
 $(31,012)
Corporate debt securities 
 (459) 
 (459)
Financial derivatives–liabilities, at fair value:        
Credit default swaps on asset-backed indices 
 (152) 
 (152)
Credit default swaps on corporate bonds 
 (56) 
 (56)
Credit default swaps on corporate bond indices 
 (1,346) 
 (1,346)
Interest rate swaps 
 (32,692) 
 (32,692)
TBAs 
 (158) 
 (158)
Futures (382) 
 
 (382)
Total return swaps 
 
 (77) (77)
Other secured borrowings, at fair value 
 
 (742,688) (742,688)
Total liabilities $(382) $(65,875) $(742,765) $(809,022)



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December 31, 2019:
Description Level 1 Level 2 Level 3 Total
  (In thousands)
Assets:        
Securities, at fair value:        
Agency RMBS $
 $1,917,059
 $19,904
 $1,936,963
Non-Agency RMBS 
 76,969
 89,581
 166,550
CMBS 
 95,063
 29,805
 124,868
CLOs 
 125,464
 44,979
 170,443
Asset-backed securities, backed by consumer loans 
 
 48,610
 48,610
Corporate debt securities 
 
 1,113
 1,113
Corporate equity securities 
 
 1,394
 1,394
Loans, at fair value:        
Residential mortgage loans 
 
 932,203
 932,203
Commercial mortgage loans 
 
 274,759
 274,759
Consumer loans 
 
 186,954
 186,954
Corporate loans 
 
 18,510
 18,510
Investment in unconsolidated entities, at fair value 
 
 71,850
 71,850
Financial derivatives–assets, at fair value:        
Credit default swaps on asset-backed securities 
 
 993
 993
Credit default swaps on asset-backed indices 
 3,319
 
 3,319
Credit default swaps on corporate bonds 
 2
 
 2
Credit default swaps on corporate bond indices 
 5,599
 
 5,599
Interest rate swaps 
 5,468
 
 5,468
TBAs 
 596
 
 596
Total return swaps 
 
 620
 620
Futures 148
 
 
 148
Forwards 
 43
 
 43
Total assets $148
 $2,229,582
 $1,721,275
 $3,951,005
Liabilities:        
Securities sold short, at fair value:        
Government debt $
 $(72,938) $
 $(72,938)
Corporate debt securities 
 (471) 
 (471)
Financial derivatives–liabilities, at fair value:        
Credit default swaps on asset-backed indices 
 (250) 
 (250)
Credit default swaps on corporate bonds 
 (1,693) 
 (1,693)
Credit default swaps on corporate bond indices 
 (14,524) 
 (14,524)
Interest rate swaps 
 (8,719) 
 (8,719)
TBAs 
 (1,012) 
 (1,012)
Futures (45) 
 
 (45)
Forwards 
 (169) 
 (169)
Total return swaps 
 (773) (436) (1,209)
Other secured borrowings, at fair value 
 
 (594,396) (594,396)
Total liabilities $(45) $(100,549) $(594,832) $(695,426)



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The following tables identifies the significant unobservable inputs that affect the valuation of the Company's Level 3 assets and liabilities as of June 30, 2020 and December 31, 2019:
June 30, 2020:
  Fair Value 
Valuation 
Technique
 Unobservable Input Range 
Weighted
Average
Description    Min Max 
  (In thousands)          
Non-Agency RMBS $92,090
 Market Quotes Non Binding Third-Party Valuation $9.03
 $305.65
 $89.49
CMBS 54,282
 Market Quotes Non Binding Third-Party Valuation 4.13
 91.23
 50.98
CLOs 121,931
 Market Quotes Non Binding Third-Party Valuation 16.35
 310.00
 81.85
Agency interest only RMBS 4,662
 Market Quotes Non Binding Third-Party Valuation 0.68
 15.24
 1.75
Corporate loans 6,227
 Market Quotes Non Binding Third-Party Valuation 100.00
 100.00
 100.00
ABS backed by consumer loans 116
 Market Quotes Non Binding Third-Party Valuation 95.27
 96.83
 96.24
Non-Agency RMBS 36,517
 Discounted Cash Flows Yield 0.2% 57.0% 11.3%
      Projected Collateral Prepayments 0.4% 79.3% 56.4%
      Projected Collateral Losses 0.0% 24.7% 5.5%
      Projected Collateral Recoveries 0.0% 27.1% 10.5%
      Projected Collateral Scheduled Amortization 14.7% 87.6% 27.6%
            100.0%
Non-Agency CMBS 11,413
 Discounted Cash Flows Yield 10.8% 31.8% 12.0%
      Projected Collateral Losses 0.1% 1.7% 1.3%
      Projected Collateral Recoveries 1.1% 5.3% 3.7%
      Projected Collateral Scheduled Amortization 93.0% 98.8% 95.0%
            100.0%
Corporate debt and equity 3,035
 Discounted Cash Flows Yield 10.0% 10.0% 10.0%
CLOs 14,535
 Discounted Cash Flows Yield 14.0% 28.3% 20.3%
      Projected Collateral Prepayments 73.2% 85.2% 81.5%
      Projected Collateral Losses 8.1% 13.8% 9.6%
      Projected Collateral Recoveries 6.3% 10.8% 7.3%
      Projected Collateral Scheduled Amortization 0.0% 2.6% 1.6%
            100.0%
ABS backed by consumer loans 47,825
 Discounted Cash Flows Yield 14.0% 21.7% 14.1%
      Projected Collateral Prepayments 0.0% 9.3% 7.3%
      Projected Collateral Losses 0.9% 19.5% 15.5%
      Projected Collateral Scheduled Amortization 71.7% 99.1% 77.2%
            100.0%
             


24


(continued) Fair Value 
Valuation 
Technique
 Unobservable Input Range 
Weighted
Average
Description    Min Max 
  (In thousands)          
Consumer loans $166,681
 Discounted Cash Flows Yield��9.0% 12.0% 10.0%
      Projected Collateral Prepayments 0.0% 39.6% 13.2%
      Projected Collateral Losses 1.8% 86.6% 10.0%
      Projected Collateral Scheduled Amortization 13.4% 98.2% 76.8%
            100.0%
Performing commercial mortgage loans 271,608
 Discounted Cash Flows Yield 6.4% 11.0% 8.0%
Non-performing commercial mortgage loans 23,888
 Discounted Cash Flows Yield 7.8% 13.2% 11.7%
      Months to Resolution 5.8
 11.8
 9.0
Performing and re-performing residential mortgage loans 113,443
 Discounted Cash Flows Yield 3.5% 56.8% 7.8%
Securitized residential mortgage loans(1)(2)
 806,114
 Discounted Cash Flows Yield 2.6% 8.7% 4.8%
Non-performing residential mortgage loans 28,890
 Discounted Cash Flows Yield 3.7% 28.4% 9.9%
      Months to Resolution 1.1
 114.0
 35.6
Total return swaps—asset 442
 Discounted Cash Flows Yield 10.6% 10.6% 10.6%
Credit default swaps on asset-backed securities 353
 Net Discounted Cash Flows Projected Collateral Prepayments 34.4% 40.9% 39.4%
      Projected Collateral Losses 12.5% 13.0% 12.8%
      Projected Collateral Recoveries 8.6% 16.9% 12.0%
      Projected Collateral Scheduled Amortization 35.0% 38.8% 35.8%
            100.0%
Agency interest only RMBS 8,245
 Option Adjusted Spread ("OAS") 
LIBOR OAS(3)(4)
 8
 3,992
 968
      Projected Collateral Prepayments 2.4% 90.6% 69.7%
      Projected Collateral Scheduled Amortization 9.4% 97.6% 30.3%
            100.0%
Investment in unconsolidated entities 72,553
 Enterprise Value 
Equity Price-to-Book(5)
 1.0x 4.0x 1.3x
Other secured borrowings, at fair value(1)
 (742,688) Discounted Cash Flows Yield 2.5% 3.4% 2.7%
Total return swaps—liability (77) Discounted Cash Flows Yield 21.1% 21.1% 21.1%
(1)Securitized residential mortgage loans and Other secured borrowings, at fair value, represent financial assets and liabilities of the Company's CFEs as discussed in Note 2.
(2)Includes $34.1 million of non-performing securitized residential mortgage loans.
(3)Shown in basis points.
(4)For range minimum, range maximum, and the weighted average of LIBOR OAS, excludes Agency interest only securities with a negative LIBOR OAS, with a total fair value of $1.2 million. Including these securities the weighted average was 591 basis points.
(5)Represents an estimation of where market participants might value an enterprise on a price-to-book basis.


25


December 31, 2019:
  Fair Value 
Valuation 
Technique
 Unobservable Input Range 
Weighted
Average
Description    Min Max 
  (In thousands)          
Non-Agency RMBS $38,754
 Market Quotes Non Binding Third-Party Valuation $6.68
 $144.79
 $86.21
CMBS 29,630
 Market Quotes Non Binding Third-Party Valuation 5.08
 80.72
 64.73
CLOs 38,220
 Market Quotes Non Binding Third-Party Valuation 40.00
 96.00
 73.98
Agency interest only RMBS 3,753
 Market Quotes Non Binding Third-Party Valuation 1.36
 16.61
 5.11
Corporate loans 6,010
 Market Quotes Non Binding Third-Party Valuation 100.00
 100.00
 100.00
ABS backed by consumer loans 139
 Market Quotes Non Binding Third-Party Valuation 95.47
 96.78
 96.12
Non-Agency RMBS 50,827
 Discounted Cash Flows Yield 3.3% 60.9% 10.0%
      Projected Collateral Prepayments 0.8% 72.0% 49.3%
      Projected Collateral Losses 0.0% 22.7% 6.6%
      Projected Collateral Recoveries 0.0% 32.4% 6.9%
      Projected Collateral Scheduled Amortization 16.9% 92.9% 37.2%
            100.0%
Non-Agency CMBS 175
 Discounted Cash Flows Yield 10.0% 10.0% 10.0%
      Projected Collateral Prepayments 100.0% 100.0% 100.0%
            100.0%
Corporate debt and equity 2,507
 Discounted Cash Flows Yield 10.0% 10.0% 10.0%
CLOs 6,759
 Discounted Cash Flows Yield 14.0% 41.9% 26.2%
      Projected Collateral Prepayments 48.5% 84.6% 72.5%
      Projected Collateral Losses 11.7% 36.4% 19.9%
      Projected Collateral Recoveries 3.7% 15.1% 7.6%
            100.0%
ABS backed by consumer loans 48,471
 Discounted Cash Flows Yield 12.0% 20.2% 12.1%
      Projected Collateral Prepayments 0.0% 11.2% 9.7%
      Projected Collateral Losses 0.6% 18.0% 15.4%
      Projected Collateral Scheduled Amortization 71.3% 99.4% 74.9%
            100.0%
             


26


(continued) Fair Value 
Valuation 
Technique
 Unobservable Input Range 
Weighted
Average
Description    Min Max 
  (In thousands)          
Consumer loans $186,954
 Discounted Cash Flows Yield 7.0% 10.0% 8.1%
      Projected Collateral Prepayments 0.0% 44.2% 16.0%
      Projected Collateral Losses 3.0% 84.5% 8.6%
      Projected Collateral Scheduled Amortization 15.5% 95.8% 75.4%
            100.0%
Corporate loans 12,500
 Discounted Cash Flows Yield 15.0% 18.0% 16.8%
Performing commercial mortgage loans 248,214
 Discounted Cash Flows Yield 7.7% 16.6% 8.8%
Non-performing commercial mortgage loans 26,545
 Discounted Cash Flows Yield 9.8% 14.7% 12.4%
      Months to Resolution 1.1
 23.0
 11.4
Performing and re-performing residential mortgage loans 289,672
 Discounted Cash Flows Yield 1.6% 19.5% 6.2%
Securitized residential mortgage loans(1)(2)
 628,415
 Discounted Cash Flows Yield 3.2% 4.3% 3.6%
Non-performing residential mortgage loans 14,116
 Discounted Cash Flows Yield 1.0% 26.6% 9.1%
      Months to Resolution 1.1
 165.4
 54.6
Total return swaps—asset 620
 Discounted Cash Flows Yield 8.5% 27.7% 11.5%
Credit default swaps on asset-backed securities 993
 Net Discounted Cash Flows Projected Collateral Prepayments 35.4% 42.0% 37.3%
      Projected Collateral Losses 4.2% 12.4% 10.2%
      Projected Collateral Recoveries 10.0% 18.2% 15.3%
      Projected Collateral Scheduled Amortization 36.2% 41.5% 37.2%
            100.0%
Agency interest only RMBS 16,151
 Option Adjusted Spread ("OAS") 
LIBOR OAS(3)
 93
 3,527
 701
      Projected Collateral Prepayments 12.3% 100.0% 72.3%
      Projected Collateral Scheduled Amortization 0.0% 87.7% 27.7%
            100.0%
Investment in unconsolidated entities 41,392
 Enterprise Value 
Equity Price-to-Book(4)
 1.0x 4.7x 1.7x
Investment in unconsolidated entities 30,458
 Discounted Cash Flows 
Yield(5)
 3.7% 14.8% 9.9%
Other secured borrowings, at fair value(1)
 (594,396) Discounted Cash Flows Yield 2.9% 4.0% 3.3%
Total return swaps—liability (436) Discounted Cash Flows Yield 27.7% 27.7% 27.7%
(1)Securitized residential mortgage loans and Other secured borrowings, at fair value, represent financial assets and liabilities of the Company's CFEs as discussed in Note 2.
(2)Includes $1.5 million of non-performing securitized residential mortgage loans.
(3)Shown in basis points.
(4)Represent an estimation of where market participants might value an enterprise on a price-to-book basis.
(5)Represents the significant unobservable inputs used to fair value the financial instruments of the unconsolidated entity. The fair value of such financial instruments is the largest component of the valuation of such entity as a whole.
Third-party non-binding valuations are validated by comparing such valuations to internally generated prices based on the Company's models and, when available, to recent trading activity in the same or similar instruments.
For those instruments valued using discounted and net discounted cash flows, collateral prepayments, losses, recoveries, and scheduled amortization are projected over the remaining life of the collateral and expressed as a percentage of the


27


collateral's current principal balance. Averages are weighted based on the fair value of the related instrument. In the case of credit default swaps on asset-backed securities, averages are weighted based on each instrument's bond equivalent value. Bond equivalent value represents the investment amount of a corresponding position in the reference obligation, calculated as the difference between the outstanding principal balance of the underlying reference obligation and the fair value, inclusive of accrued interest, of the derivative contract. For those assets valued using the LIBOR Option Adjusted Spread ("LIBOR OAS") valuation methodology, cash flows are projected using the Company's models over multiple interest rate scenarios, and these projected cash flows are then discounted using the LIBOR rates implied by each interest rate scenario. The LIBOR OAS of an asset is then computed as the unique constant yield spread that, when added to all LIBOR rates in each interest rate scenario generated by the model, will equate (a) the expected present value of the projected asset cash flows over all model scenarios to (b) the actual current market price of the asset. LIBOR OAS is therefore model-dependent. Generally speaking, LIBOR OAS measures the additional yield spread over LIBOR that an asset provides at its current market price after taking into account any interest rate options embedded in the asset. The Company considers the expected timeline to resolution in the determination of fair value for its non-performing commercial and residential mortgage loans.
Material changes in any of the inputs above in isolation could result in a significant change to reported fair value measurements. Additionally, fair value measurements are impacted by the interrelationships of these inputs. For example, for instruments subject to prepayments and credit losses, such as non-Agency RMBS and consumer loans and ABS backed by consumer loans, a higher expectation of collateral prepayments will generally be accompanied by a lower expectation of collateral losses. Conversely, higher losses will generally be accompanied by lower prepayments. Because the Company's credit default swaps on asset-backed security holdings represent credit default swap contracts whereby the Company has purchased credit protection, such credit default swaps on asset-backed securities generally have the directionally opposite sensitivity to prepayments, losses, and recoveries as compared to the Company's long securities holdings. Prepayments do not represent a significant input for the Company's commercial mortgage-backed securities and commercial mortgage loans. Losses and recoveries do not represent a significant input for the Company's Agency RMBS interest only securities, given the guarantee of the issuing government agency or government-sponsored enterprise.


28


The tables below includes a roll-forward of the Company's financial instruments for the three- and six-month periods ended June 30, 2020 and 2019 (including the change in fair value), for financial instruments classified by the Company within Level 3 of the valuation hierarchy.
Three-Month Period Ended June 30, 2020
(In thousands)Beginning Balance as of 
March 31, 2020
 
Accreted
Discounts /
(Amortized
Premiums)
 
Net Realized
Gain/
(Loss)
 
Change in Net
Unrealized
Gain/(Loss)
 
Purchases/Payments(1)
 
Sales/Issuances(2)
 Transfers Into Level 3 Transfers Out of Level 3 
Ending
Balance as of 
June 30, 2020
Assets:                 
Securities, at fair value:                 
Agency RMBS$20,981
 $(1,525) $(1) $(592) $3,448
 $
 $393
 $(9,797) $12,907
Non-Agency RMBS94,197
 413
 444
 3,282
 26,811
 (10,744) 20,959
 (6,755) 128,607
CMBS20,276
 187
 (2,253) 3,199
 2,966
 (3,750) 47,397
 (2,327) 65,695
CLOs43,804
 (236) (12,850) 4,806
 73
 
 100,869
 
 136,466
Asset-backed securities backed by consumer loans54,627
 (1,104) (46) (306) 1,274
 (6,504) 
 
 47,941
Corporate debt securities610
 
 208
 578
 3,411
 (2,856) 
 
 1,951
Corporate equity securities712
 
 7
 319
 58
 (12) 
 
 1,084
Loans, at fair value:                 
Residential mortgage loans939,372
 (1,948) (781) 15,660
 70,163
 (74,019) 
 
 948,447
Commercial mortgage loans303,300
 97
 (761) 195
 1,159
 (8,494) 
 
 295,496
Consumer loans194,803
 (7,901) (11) 413
 15,218
 (35,841) 
 
 166,681
Corporate loan6,114
 
 
 
 113
 
 
 
 6,227
Investments in unconsolidated entities, at fair value65,397
 
 
 5,643
 1,933
 (420) 
 
 72,553
Financial derivatives–assets, at fair value:                 
Credit default swaps on asset-backed securities353
 
 38
 
 21
 (59) 
 
 353
Total return swaps37
 
 51
 405
 
 (51) 
 
 442
Total assets, at fair value$1,744,583
 $(12,017) $(15,955) $33,602
 $126,648
 $(142,750) $169,618
 $(18,879) $1,884,850
Liabilities:                 
Financial derivatives–assets, at fair value:                 
Total return swaps$(839) $
 $(536) $762
 $494
 $42
 $
 $
 $(77)
Other secured borrowings, at fair value(549,668) 
 
 (1,481) 41,553
 (233,092) 
 
 (742,688)
Total liabilities, at fair value$(550,507) $
 $(536) $(719) $42,047
 $(233,050) $
 $
 $(742,765)
(1)For Investments in unconsolidated entities, at fair value, amount represents contributions to investments in unconsolidated entities.
(2)For Investments in unconsolidated entities, at fair value, amount represents distributions from investments in unconsolidated entities.
All amounts of net realized and change in net unrealized gain (loss) in the table above are reflected in the accompanying Condensed Consolidated Statement of Operations. The table above incorporates changes in net unrealized gain (loss) for both Level 3 financial instruments held by the Company at June 30, 2020, as well as Level 3 financial instruments disposed of by the Company during the three-month period ended June 30, 2020. For Level 3 financial instruments held by the Company at June 30, 2020, change in net unrealized gain (loss) of $9.3 million, $16.3 million, $5.5 million, $0.4 million, $0.8 million, and $(1.5) million, for the three-month period ended June 30, 2020 relate to securities, loans, investments in unconsolidated entities, financial derivatives–assets, financial derivatives–liabilities, and other secured borrowings, at fair value, respectively.
At June 30, 2020, the Company transferred $18.9 million of assets from Level 3 to Level 2 and $169.6 million from Level 2 to Level 3. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The leveling of each financial instrument is reassessed at the end of each period, and is


29


based on pricing information received from third-party pricing sources. At June 30, 2020, there was a decrease in the availability of sufficient observable inputs to meet Level 2 criteria due to market volatility, dislocations in the financial markets, and illiquidity, resulting from the effects of the COVID-19 pandemic.
Three-Month Period Ended June 30, 2019
(In thousands)Beginning Balance as of 
March 31, 2019
 
Accreted
Discounts /
(Amortized
Premiums)
 
Net Realized
Gain/
(Loss)
 
Change in Net
Unrealized
Gain/(Loss)
 
Purchases/
Payments
(1)
 
Sales/
Issuances
(2)
 Transfers Into Level 3 Transfers Out of Level 3 
Ending
Balance as of 
June 30, 2019
Assets:                 
Securities, at fair value:                 
Agency RMBS$6,389
 $(676) $(450) $349
 $1,594
 $(236) $4,889
 $(825) $11,034
Non-Agency RMBS94,670
 108
 (384) 2,909
 2,050
 (3,294) 6,366
 (5,635) 96,790
CMBS5,137
 25
 50
 363
 
 (374) 1,077
 
 6,278
CLOs21,438
 165
 (1,151) 772
 
 
 2,988
 (6,990) 17,222
Asset-backed securities backed by consumer loans24,108
 (360) (152) 95
 4,610
 (3,282) 
 
 25,019
Corporate debt securities5,737
 6
 (345) (1) 2,449
 (3,765) 
 
 4,081
Corporate equity securities1,469
 
 (142) 464
 
 
 
 
 1,791
Loans, at fair value:                 
Residential mortgage loans583,252
 (1,347) 2,089
 2,257
 103,844
 (26,215) 
 
 663,880
Commercial mortgage loans239,623
 834
 1,413
 (2,018) 47,555
 (27,373) 
 
 260,034
Consumer loans192,115
 (7,386) (1,455) 857
 16,626
 (38,148) 
 
 162,609
Corporate loans
 
 
 
 5,000
 
 
 
 5,000
Investment in unconsolidated entities, at fair value58,148
 
 124
 2,230
 17,026
 (7,852) 
 
 69,676
Financial derivatives–assets, at fair value:                 
Credit default swaps on asset-backed securities1,233
 
 128
 (143) 5
 (133) 
 
 1,090
Total return swaps
 
 17
 87
 
 (17) 
 
 87
Total assets, at fair value$1,233,319
 $(8,631) $(258) $8,221
 $200,759
 $(110,689) $15,320
 $(13,450) $1,324,591
Liabilities:                 
Other secured borrowings, at fair value$(282,124) $
 $
 $(17) $25,861
 $(219,536) $
 $
 $(475,816)
Total liabilities, at fair value$(282,124) $
 $
 $(17) $25,861
 $(219,536) $
 $
 $(475,816)
(1)For Investments in unconsolidated entities, at fair value, amount represents contributions to investments in unconsolidated entities.
(2)For Investments in unconsolidated entities, at fair value, amount represents distributions from investments in unconsolidated entities.
All amounts of net realized and change in net unrealized gain (loss) in the table above are reflected in the accompanying Condensed Consolidated Statement of Operations. The table above incorporates changes in net unrealized gain (loss) for both Level 3 financial instruments held by the Company at June 30, 2019, as well as Level 3 financial instruments disposed of by the Company during the three-month period ended June 30, 2019. For Level 3 financial instruments held by the Company at June 30, 2019, change in net unrealized gain (loss) of $5.7 million, $3.8 million, $2.0 million, $(56) thousand, and $(17) thousand, for the three-month period ended June 30, 2019 relate to securities, loans, investments in unconsolidated entities, financial derivatives–assets, and other secured borrowings, at fair value, respectively.
At June 30, 2019, the Company transferred $13.5 million of assets from Level 3 to Level 2 and $15.3 million from Level 2 to Level 3. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The leveling of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third-party pricing sources.


30


Six-Month Period Ended June 30, 2020
(In thousands)Beginning Balance as of 
December 31, 2019
 
Accreted
Discounts /
(Amortized
Premiums)
 
Net Realized
Gain/
(Loss)
 
Change in Net
Unrealized
Gain/(Loss)
 
Purchases/Payments(1)
 
Sales/Issuances(2)
 Transfers Into Level 3 Transfers Out of Level 3 
Ending
Balance as of 
June 30, 2020
Assets:                 
Securities, at fair value:                 
Agency RMBS$19,904
 $(3,245) $(2) $2,163
 $5,660
 $
 $411
 $(11,984) $12,907
Non-Agency RMBS89,581
 510
 406
 (7,809) 62,724
 (27,817) 15,281
 (4,269) 128,607
CMBS29,805
 433
 (867) (8,279) 40,235
 (32,289) 44,886
 (8,229) 65,695
CLOs44,979
 (41) (7,518) (28,099) 61,933
 (1,769) 69,513
 (2,532) 136,466
Asset-backed securities backed by consumer loans48,610
 (2,148) (196) (2,666) 17,545
 (13,204) 
 
 47,941
Corporate debt securities1,113
 
 208
 483
 3,421
 (3,274) 
 
 1,951
Corporate equity securities1,394
 
 7
 (668) 363
 (12) 
 
 1,084
Loans, at fair value:                 
Residential mortgage loans932,203
 (2,406) (576) (8,663) 201,233
 (173,344) 
 
 948,447
Commercial mortgage loans274,759
 96
 99
 (134) 88,727
 (68,051) 
 
 295,496
Consumer loans186,954
 (15,371) 15
 (5,338) 76,318
 (75,897) 
 
 166,681
Corporate loan18,510
 
 
 
 217
 (12,500) 
 
 6,227
Investments in unconsolidated entities, at fair value71,850
 
 
 (854) 14,216
 (12,659) 
 
 72,553
Financial derivatives–assets, at fair value:                 
Credit default swaps on asset-backed securities993
 
 (956) 916
 26
 (626) 
 
 353
Total return swaps620
 
 242
 (178) 
 (242) 
 
 442
Total assets, at fair value$1,721,275
 $(22,172) $(9,138) $(59,126) $572,618
 $(421,684) $130,091
 $(27,014) $1,884,850
Liabilities:                 
Financial derivatives–assets, at fair value:                 
Total return swaps$(436) $
 $(504) $359
 $504
 $
 $
 $
 $(77)
Other secured borrowings, at fair value(594,396) 
 
 (1,457) 86,257
 (233,092) 
 
 (742,688)
Total liabilities, at fair value$(594,832) $
 $(504) $(1,098) $86,761
 $(233,092) $
 $
 $(742,765)
(1)For Investments in unconsolidated entities, at fair value, amount represents contributions to investments in unconsolidated entities.
(2)For Investments in unconsolidated entities, at fair value, amount represents distributions from investments in unconsolidated entities.
All amounts of net realized and change in net unrealized gain (loss) in the table above are reflected in the accompanying Condensed Consolidated Statement of Operations. The table above incorporates changes in net unrealized gain (loss) for both Level 3 financial instruments held by the Company at June 30, 2020, as well as Level 3 financial instruments disposed of by the Company during the six-month period ended June 30, 2020. For Level 3 financial instruments held by the Company at June 30, 2020, change in net unrealized gain (loss) of $(87.8) million, $(14.1) million, $(1.1) million, $0.9 million, $(0.1) million, and $(1.5) million, for the six-month period ended June 30, 2020 relate to securities, loans, investments in unconsolidated entities, financial derivatives–assets, financial derivatives–liabilities, and other secured borrowings, at fair value, respectively.
At June 30, 2020, the Company transferred $27.0 million of assets from Level 3 to Level 2 and $130.1 million from Level 2 to Level 3. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The leveling of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third-party pricing sources. At June 30, 2020, there was a decrease in the availability of sufficient observable inputs to meet Level 2 criteria due to market volatility, dislocations in the financial markets, and illiquidity, resulting from the effects of the COVID-19 pandemic.


31


Six-Month Period Ended June 30, 2019
(In thousands)Beginning Balance as of 
January 1, 2019
 
Accreted
Discounts /
(Amortized
Premiums)
 
Net Realized
Gain/
(Loss)
 
Change in Net
Unrealized
Gain/(Loss)
 
Purchases/
Payments
(1)
 
Sales/
Issuances
(2)
 Transfers Into Level 3 Transfers Out of Level 3 
Ending
Balance as of 
June 30, 2019
Assets:                 
Securities, at fair value:                 
Agency RMBS$7,293
 $(1,449) $(1,075) $642
 $1,600
 $(236) $5,596
 $(1,337) $11,034
Non-Agency RMBS91,291
 195
 (650) 2,358
 17,595
 (20,220) 11,308
 (5,087) 96,790
CMBS803
 (23) 
 (7) 
 
 5,505
 
 6,278
CLOs14,915
 (483) (1,676) 1,660
 831
 
 1,975
 
 17,222
Asset-backed securities backed by consumer loans22,800
 (969) (665) 857
 9,551
 (6,555) 
 
 25,019
Corporate debt securities6,318
 22
 (345) (78) 2,832
 (4,668) 
 
 4,081
Corporate equity securities1,534
 
 (142) 399
 
 
 
 
 1,791
Loans, at fair value:                 
Residential mortgage loans496,829
 (2,274) 1,954
 4,158
 261,446
 (98,233) 
 
 663,880
Commercial mortgage loans195,301
 1,139
 1,414
 (2,352) 96,412
 (31,880) 
 
 260,034
Consumer loans183,961
 (15,958) (3,510) 2,699
 70,882
 (75,465) 
 
 162,609
Corporate loan
 
 
 
 5,000
 
 
 
 5,000
Investment in unconsolidated entities, at fair value72,298
 276
 1,684
 2,190
 30,454
 (37,226) 
 
 69,676
Financial derivatives–assets, at fair value:                 
Credit default swaps on asset-backed securities1,472
 
 403
 (382) 8
 (411) 
 
 1,090
Total return swaps
 
 17
 87
 
 (17) 
 
 87
Total assets, at fair value$1,094,815
 $(19,524) $(2,591) $12,231
 $496,611
 $(274,911) $24,384
 $(6,424) $1,324,591
Liabilities:                 
Other secured borrowings, at fair value$(297,948) $
 $
 $40
 $41,628
 $(219,536) $
 $
 $(475,816)
Total liabilities, at fair value$(297,948) $
 $
 $40
 $41,628
 $(219,536) $
 $
 $(475,816)
(1)For Investments in unconsolidated entities, at fair value, amount represents contributions to investments in unconsolidated entities.
(2)For Investments in unconsolidated entities, at fair value, amount represents distributions from investments in unconsolidated entities.
All amounts of net realized and change in net unrealized gain (loss) in the table above are reflected in the accompanying Condensed Consolidated Statement of Operations. The table above incorporates changes in net unrealized gain (loss) for both Level 3 financial instruments held by the Company at June 30, 2019, as well as Level 3 financial instruments disposed of by the Company during the six-month period ended June 30, 2019. For Level 3 financial instruments held by the Company at June 30, 2019, change in net unrealized gain (loss) of $6.1 million, $6.0 million, $(0.2) million, $(0.3) million, and $40 thousand, for the six-month period ended June 30, 2019 relate to securities, loans, investments in unconsolidated entities, financial derivatives–assets, and other secured borrowings, at fair value, respectively.
At June 30, 2019, the Company transferred $6.4 million of assets from Level 3 to Level 2 and $24.4 million from Level 2 to Level 3. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The leveling of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third-party pricing sources.


32


The following table summarizes the estimated fair value of all other financial instruments not measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019:
  As of
  June 30, 2020 December 31, 2019
(In thousands) Fair Value Carrying Value Fair Value Carrying Value
Other financial instruments        
Assets:        
Cash and cash equivalents $146,531
 $146,531
 $72,302
 $72,302
Restricted cash 175
 175
 175
 175
Due from brokers 56,702
 56,702
 79,829
 79,829
Reverse repurchase agreements 31,427
 31,427
 73,639
 73,639
Liabilities:        
Repurchase agreements 1,294,549
 1,294,549
 2,445,300
 2,445,300
Other secured borrowings 156,089
 156,089
 150,334
 150,334
Senior notes, net 83,420
 85,429
 88,365
 85,298
Due to brokers 11,266
 11,266
 2,197
 2,197
Cash and cash equivalents generally includes cash held in interest bearing overnight accounts, for which fair value equals the carrying value, and investments which are liquid in nature, such as investments in money market accounts or U.S. Treasury Bills, for which fair value equals the carrying value; such assets are considered Level 1. Restricted cash includes cash held in a segregated account for which fair value equals the carrying value; such assets are considered Level 1. Due from brokers and Due to brokers include collateral transferred to or received from counterparties, along with receivables and payables for open and/or closed derivative positions. These receivables and payables are short term in nature and any collateral transferred consists primarily of cash; fair value of these items is approximated by carrying value and such items are considered Level 1. The Company's reverse repurchase agreements, repurchase agreements, and other secured borrowings are carried at cost, which approximates fair value due to their short term nature. Reverse repurchase agreements, repurchase agreements, and other secured borrowings are classified as Level 2 based on the adequacy of the collateral and their short term nature. The Senior notes are considered Level 3 liabilities given the relative unobservability of the most significant inputs to valuation estimation as well as the lack of trading activity of these instruments. As of June 30, 2020 and December 31, 2019, the estimated fair value of the Company's Senior notes was based on a third-party valuation.


33


4. Investment in Securities
The Company's securities portfolio primarily consists of Agency RMBS, non-Agency RMBS, CMBS, CLOs, ABS backed by consumer loans, and corporate debt and equity. The following tables detail the Company's investment in securities as of June 30, 2020 and December 31, 2019.
June 30, 2020:
        Gross Unrealized   Weighted Average
($ in thousands) Current Principal Unamortized Premium (Discount) Amortized Cost Gains Losses Fair Value 
Coupon(1)
 Yield 
Life (Years)(2)
Long:                  
Agency RMBS:                  
15-year fixed-rate mortgages $52,013
 $1,639
 $53,652
 $1,128
 $
 $54,780
 3.55% 2.26% 3.50
20-year fixed-rate mortgages 740
 39
 779
 34
 
 813
 4.70% 2.93% 3.96
30-year fixed-rate mortgages 613,258
 27,869
 641,127
 28,531
 (495) 669,163
 4.23% 2.58% 3.95
Adjustable rate mortgages 7,573
 208
 7,781
 123
 (5) 7,899
 3.78% 1.48% 2.87
Reverse mortgages 119,233
 6,825
 126,058
 5,477
 
 131,535
 4.23% 2.33% 5.88
Interest only securities  n/a
  n/a
 45,080
 5,086
 (1,159) 49,007
 3.22% 16.62% 3.92
Non-Agency RMBS 323,967
 (127,637) 196,330
 10,994
 (10,285) 197,039
 2.77% 6.06% 5.18
CMBS 155,202
 (53,471) 101,731
 201
 (28,664) 73,268
 2.28% 7.89% 9.35
Non-Agency interest only securities  n/a
  n/a
 6,381
 1,709
 (275) 7,815
 1.00% 16.62% 0.97
CLOs  n/a
  n/a
 205,772
 156
 (52,215) 153,713
 3.65% 8.11% 4.11
ABS backed by consumer loans 71,688
 (22,541) 49,147
 184
 (1,390) 47,941
 11.58% 16.93% 1.09
Corporate debt 24,338
 (23,098) 1,240
 711
 
 1,951
 % % 1.25
Corporate equity  n/a
  n/a
 1,601
 161
 (678) 1,084
 n/a
 n/a
 n/a
Total Long 1,368,012
 (190,167) 1,436,679
 54,495
 (95,166) 1,396,008
 3.98% 5.20% 4.46
Short:                  
Corporate debt (450) (6) (456) 3
 (6) (459) 5.31% 5.21% 4.36
U.S. Treasury securities (4,000) (300) (4,300) 
 (24) (4,324) 1.51% 0.69% 9.64
European sovereign bonds (26,448) 533
 (25,915) 
 (773) (26,688) 0.29% 0.04% 3.29
Total Short (30,898) 227
 (30,671) 3
 (803) (31,471) 0.53% 0.21% 4.18
Total $1,337,114
 $(189,940) $1,406,008
 $54,498
 $(95,969) $1,364,537
 4.05% 5.10% 4.47
(1)Weighted average coupon represents the weighted average coupons of the securities, rather than, in the case of collateralized securities, the coupon rates or loan rates on the underlying collateral.
(2)Average lives of MBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.


34


December 31, 2019:
        Gross Unrealized   Weighted Average
($ in thousands) Current Principal Unamortized Premium (Discount) Amortized Cost Gains Losses Fair Value 
Coupon(1)
 Yield 
Life (Years)(2)
Long:                  
Agency RMBS:                  
15-year fixed-rate mortgages $314,636
 $6,369
 $321,005
 $2,604
 $(203) $323,406
 3.05% 2.28% 3.05
20-year fixed-rate mortgages 804
 49
 853
 24
 
 877
 4.62% 2.99% 4.80
30-year fixed-rate mortgages 1,358,762
 64,846
 1,423,608
 13,821
 (2,830) 1,434,599
 4.20% 2.95% 6.63
Adjustable rate mortgages 9,651
 315
 9,966
 90
 (54) 10,002
 3.99% 2.03% 4.09
Reverse mortgages 122,670
 8,133
 130,803
 2,023
 (26) 132,800
 4.43% 2.78% 6.67
Interest only securities  n/a
  n/a
 34,044
 1,624
 (389) 35,279
 2.81% 9.27% 3.86
Non-Agency RMBS 274,353
 (122,685) 151,668
 12,549
 (1,081) 163,136
 3.41% 7.25% 5.31
CMBS 185,417
 (67,961) 117,456
 2,990
 (480) 119,966
 3.31% 6.62% 8.94
Non-Agency interest only securities  n/a
  n/a
 6,517
 1,817
 (18) 8,316
 1.10% 8.18% 4.14
CLOs  n/a
  n/a
 169,238
 4,219
 (3,014) 170,443
 5.05% 9.62% 4.75
ABS backed by consumer loans 67,080
 (19,154) 47,926
 1,596
 (912) 48,610
 12.17% 14.00% 1.22
Corporate debt 22,125
 (21,241) 884
 229
 
 1,113
 % % 0.33
Corporate equity  n/a
  n/a
 1,242
 152
 
 1,394
 n/a
 n/a
 n/a
Total Long 2,355,498
 (151,329) 2,415,210
 43,738
 (9,007) 2,449,941
 4.15% 4.09% 5.88
Short:                  
Corporate debt (450) (6) (456) 
 (15) (471) 5.44% 5.21% 4.90
U.S. Treasury securities (63,140) 381
 (62,759) 63
 (298) (62,994) 1.76% 1.87% 6.11
European sovereign bonds (9,759) 133
 (9,626) 
 (318) (9,944) 0.77% 0.12% 1.58
Total Short (73,349) 508
 (72,841) 63
 (631) (73,409) 1.65% 1.66% 5.49
Total $2,282,149
 $(150,821) $2,342,369
 $43,801
 $(9,638) $2,376,532
 4.23% 4.01% 5.90
(1)Weighted average coupon represents the weighted average coupons of the securities, rather than, in the case of collateralized securities, the coupon rates or loan rates on the underlying collateral.
(2)Average lives of MBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.


35


The following tables detail weighted average life of the Company's Agency RMBS as of June 30, 2020 and December 31, 2019.
June 30, 2020:
($ in thousands) Agency RMBS Agency Interest Only Securities
Estimated Weighted Average Life(1)
 Fair Value Amortized Cost 
Weighted Average Coupon(2)
 Fair Value Amortized Cost 
Weighted Average Coupon(2)
Less than three years $192,643
 $188,125
 4.36% $10,475
 $9,281
 4.13%
Greater than three years and less than seven years 627,526
 598,428
 4.16% 37,983
 35,259
 3.03%
Greater than seven years and less than eleven years 44,021
 42,844
 3.69% 549
 540
 0.36%
Greater than eleven years 
 
 % 
 
 %
Total $864,190
 $829,397
 4.18% $49,007
 $45,080
 3.22%
(1)Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.
(2)Weighted average coupon represents the weighted average coupons of the securities, rather than the coupon rates or loan rates on the underlying collateral.
December 31, 2019:
($ in thousands) Agency RMBS Agency Interest Only Securities
Estimated Weighted Average Life(1)
 Fair Value Amortized Cost 
Weighted Average Coupon(2)
 Fair Value Amortized Cost 
Weighted Average Coupon(2)
Less than three years $188,593
 $187,099
 3.39% $9,011
 $8,611
 3.35%
Greater than three years and less than seven years 961,839
 953,031
 4.25% 25,334
 24,512
 2.66%
Greater than seven years and less than eleven years 713,862
 708,805
 3.89% 934
 921
 1.90%
Greater than eleven years 37,390
 37,300
 3.51% 
 
 %
Total $1,901,684
 $1,886,235
 4.02% $35,279
 $34,044
 2.81%
(1)Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.
(2)Weighted average coupon represents the weighted average coupons of the securities, rather than the coupon rates or loan rates on the underlying collateral.


36


The following tables detail weighted average life of the Company's long non-Agency RMBS, CMBS, and CLOs and other securities as of June 30, 2020 and December 31, 2019.
June 30, 2020:
($ in thousands) Non-Agency RMBS and CMBS Non-Agency IOs 
CLOs and Other Securities(2)
Estimated Weighted Average Life(1)
 Fair Value Amortized Cost 
Weighted Average Coupon(3)
 Fair Value Amortized Cost 
Weighted Average Coupon(3)
 Fair Value Amortized Cost 
Weighted Average Coupon(3)
Less than three years $47,749
 $46,689
 3.35% $7,815
 $6,381
 1.00% $56,679
 $59,678
 9.84%
Greater than three years and less than seven years 110,397
 106,938
 2.92% 
 
 % 145,439
 194,713
 3.77%
Greater than seven years and less than eleven years 91,283
 119,028
 2.34% 
 
 % 1,487
 1,768
 %
Greater than eleven years 20,878
 25,406
 1.08% 
 
 % 
 
 %
Total $270,307
 $298,061
 2.60% $7,815
 $6,381
 1.00% $203,605
 $256,159
 5.16%
(1)Average lives of MBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.
(2)Other Securities includes asset-backed securities, backed by consumer loans, corporate debt, and U.S. Treasury securities.
(3)Weighted average coupon represents the weighted average coupons of the securities, rather than the coupon rates or loan rates on the underlying collateral.
December 31, 2019:
($ in thousands) Non-Agency RMBS and CMBS Non-Agency IOs 
CLOs and Other Securities(2)
Estimated Weighted Average Life(1)
 Fair Value Amortized Cost 
Weighted Average Coupon(3)
 Fair Value Amortized Cost 
Weighted Average Coupon(3)
 Fair Value Amortized Cost 
Weighted Average Coupon(3)
Less than three years $50,120
 $48,213
 2.73% $439
 $401
 1.37% $54,446
 $54,090
 11.11%
Greater than three years and less than seven years 87,436
 79,326
 4.42% 7,877
 6,116
 1.08% 157,384
 155,651
 5.38%
Greater than seven years and less than eleven years 127,533
 123,924
 3.31% 
 
 % 8,336
 8,307
 %
Greater than eleven years 18,013
 17,661
 0.81% 
 
 % 
 
 %
Total $283,102
 $269,124
 3.37% $8,316
 $6,517
 1.10% $220,166
 $218,048
 6.60%
(1)Average lives of MBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.
(2)Other Securities includes asset-backed securities, backed by consumer loans, corporate debt, and U.S. Treasury securities.
(3)Weighted average coupon represents the weighted average coupons of the securities, rather than the coupon rates or loan rates on the underlying collateral.


37


The following tables detail the components of interest income by security type for the three- and six-month periods ended June 30, 2020 and 2019:
  Three-Month Period Ended
(In thousands) June 30, 2020 June 30, 2019
Security Type Coupon Interest Net Amortization Interest Income Coupon Interest Net Amortization Interest Income
Agency RMBS $12,603
 $(9,218) $3,385
 $14,466
 $(4,965) $9,501
Non-Agency RMBS and CMBS 3,631
 1,377
 5,008
 3,282
 689
 3,971
CLOs 3,987
 376
 4,363
 3,666
 (576) 3,090
Other securities(1)
 3,098
 (1,104) 1,994
 1,443
 (355) 1,088
Total $23,319
 $(8,569) $14,750
 $22,857
 $(5,207) $17,650

  Six-Month Period Ended
(In thousands) June 30, 2020 June 30, 2019
Security Type Coupon Interest Net Amortization Interest Income Coupon Interest Net Amortization Interest Income
Agency RMBS $33,515
 $(18,062) $15,453
 $26,656
 $(9,593) $17,063
Non-Agency RMBS and CMBS 7,684
 2,090
 9,774
 7,131
 1,236
 8,367
CLOs 9,406
 (635) 8,771
 7,910
 (511) 7,399
Other securities(1)
 6,023
 (2,149) 3,874
 3,036
 (917) 2,119
Total $56,628
 $(18,756) $37,872
 $44,733
 $(9,785) $34,948
(1)Other securities includes ABS backed by consumer loans, corporate debt securities, and U.S. Treasury securities.
For the three-month periods ended June 30, 2020 and 2019, the Catch-Up Premium Amortization Adjustment was $(3.6) million and $(0.9) million, respectively. For the six-month periods ended June 30, 2020 and 2019, the Catch-Up Premium Amortization Adjustment was $(4.8) million and $(1.4) million, respectively.
The following tables present proceeds from sales and the resulting realized gains and (losses) of the Company's securities for the three- and six-month periods ended June 30, 2020 and 2019.
  Three-Month Period Ended
(In thousands) June 30, 2020 
June 30, 2019(1)
Security Type 
Proceeds(2)
 Gross Realized Gains 
Gross Realized Losses(3)
 Net Realized Gain (Loss) 
Proceeds(2)
 Gross Realized Gains 
Gross Realized Losses(3)
 Net Realized Gain (Loss)
Agency RMBS $140,109
 $4,673
 $(614) $4,059
 $259,207
 $1,872
 $(629) $1,243
Non-Agency RMBS and CMBS 20,621
 1,031
 (2,769) (1,738) 19,139
 825
 (688) 137
CLOs 7,172
 
 (3,178) (3,178) 11,275
 54
 (497) (443)
Other securities(4)
 36,727
 264
 (55) 209
 76,440
 127
 (514) (387)
Total $204,629
 $5,968
 $(6,616) $(648) $366,061
 $2,878
 $(2,328) $550
(1)Conformed to current period presentation.
(2)Includes proceeds on sales of securities not yet settled as of period end.
(3)Excludes realized losses of $(13.8) million and $(4.7) million, for the three-month periods ended June 30, 2020 and 2019, respectively, related to adjustments to the cost basis of certain securities for which the Company has determined all or a portion of such securities cost basis to be uncollectible.
(4)Other securities includes ABS backed by consumer loans, corporate debt and equity, exchange-traded equity, and U.S. Treasury securities.


38


  Six-Month Period Ended
(In thousands) June 30, 2020 
June 30, 2019(1)
Security Type 
Proceeds(2)
 Gross Realized Gains Gross Realized Losses Net Realized Gain (Loss) 
Proceeds(2)
 Gross Realized Gains 
Gross Realized Losses(3)
 Net Realized Gain (Loss)
Agency RMBS $1,425,590
 $13,698
 $(3,231) $10,467
 $387,511
 $2,578
 $(2,051) $527
Non-Agency RMBS and CMBS 98,423
 9,432
 (3,729) 5,703
 148,684
 2,092
 (3,835) (1,743)
CLOs 41,714
 1,122
 (3,202) (2,080) 56,097
 152
 (1,113) (961)
Other securities(4)
 157,311
 900
 (254) 646
 479,428
 744
 (1,045) (301)
Total $1,723,038
 $25,152
 $(10,416) $14,736
 $1,071,720
 $5,566
 $(8,044) $(2,478)
(1)Conformed to current period presentation.
(2)Includes proceeds on sales of securities not yet settled as of period end.
(3)Excludes realized losses of $(13.8) million and $(6.0) million, for the six-month periods ended June 30, 2020 and 2019, respectively, related to adjustments to the cost basis of certain securities for which the Company has determined all or a portion of such securities cost basis to be uncollectible.
(4)Other securities includes ABS backed by consumer loans, corporate debt and equity, exchange-traded equity, and U.S. Treasury securities.
The following table presents the fair value and gross unrealized losses of our long securities, excluding those where there are expected credit losses as of the balance sheet date in relation to such securities' cost bases, by length of time that such securities have been in an unrealized loss position at June 30, 2020.
June 30, 2020:
(In thousands) Less than 12 Months Greater than 12 Months Total
Security Type Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
Agency RMBS $64,974
 $(520) $1,119
 $(38) $66,093
 $(558)
Non-Agency RMBS and CMBS 11,381
 (2,119) 19,277
 (856) 30,658
 (2,975)
CLOs 2,633
 (10,609) 
 
 2,633
 (10,609)
Other securities(1)
 682
 (395) 
 
 682
 (395)
Total $79,670
 $(13,643) $20,396
 $(894) $100,066
 $(14,537)
(1)Other securities includes ABS backed by consumer loans, corporate debt and equity, and U.S. Treasury securities.
The following table presents the fair value and gross unrealized losses of our long securities by length of time that such securities have been in an unrealized loss position at December 31, 2019.
December 31, 2019:
(In thousands) Less than 12 Months Greater than 12 Months Total
Security Type Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
Agency RMBS $328,968
 $(1,503) $125,095
 $(1,999) $454,063
 $(3,502)
Non-Agency RMBS and CMBS 88,495
 (880) 27,218
 (699) 115,713
 (1,579)
CLOs 37,354
 (1,911) 9,245
 (1,103) 46,599
 (3,014)
Other securities(1)
 16,562
 (852) 1,380
 (60) 17,942
 (912)
Total $471,379
 $(5,146) $162,938
 $(3,861) $634,317
 $(9,007)
(1)Other securities includes ABS backed by consumer loans, corporate debt and equity, and U.S. Treasury securities.
As described in Note 2, the Company evaluates the cost basis of its securities for impairment on at least a quarterly basis. As of June 30, 2020, the Company had expected future credit losses, which it tracks for purposes of calculating interest income, of $27.1 million related to adverse changes in estimated future cash flows on its securities, primarily due to the economic impact of the COVID-19 pandemic. Certain of the Company's securities, at the date of acquisition, have experienced or are expected to experience more-than-insignificant deterioration in credit quality since origination and the Company has established an initial estimate for credit losses on such securities; as of June 30, 2020, the estimated credit losses on such


39


securities was $5.9 million. As of June 30, 2020, the Company determined for certain securities that a portion of such securities cost basis is not collectible; the Company recognized a realized loss of $(13.8) million, which is reflected in Net realized gains (losses) on securities and loans, net, on the Consolidated Statement of Operations.
For the three- and six-month periods ended June 30, 2019, the Company recognized an impairment charge of $4.7 million and $6.0 million, respectively, on the cost basis of its securities, which is included in Realized gains (losses) on securities and loans, net, on the Condensed Consolidated Statement of Operations.
5. Investment in Loans
The Company invests in various types of loans, such as residential mortgage, commercial mortgage, consumer, and corporate loans. As discussed in Note 2, the Company has elected the FVO for its investments in loans. The following table is a summary of the Company's investments in loans as of June 30, 2020 and December 31, 2019:
  As of
(In thousands) June 30, 2020 December 31, 2019
Loan Type Unpaid Principal Balance 
Fair
Value
 Unpaid Principal Balance 
Fair
Value
Residential mortgage loans $937,154
 $948,447
 $911,705
 $932,203
Commercial mortgage loans 295,621
 295,496
 277,870
 274,759
Consumer loans 163,043
 166,681
 179,743
 186,954
Corporate loans 6,687
 6,227
 18,415
 18,510
Total $1,402,045
 $1,416,851
 $1,387,733
 $1,412,426

The Company is subject to credit risk in connection with its investments in loans. The two primary components of credit risk are default risk, which is the risk that a borrower fails to make scheduled principal and interest payments, and severity risk, which is the risk of loss upon a borrower default on a mortgage loan or other secured or unsecured loan. Severity risk includes the risk of loss of value of the property or other asset, if any, securing the loan, as well as the risk of loss associated with taking over the property or other asset, if any, including foreclosure costs. Credit risk in our loan portfolio can be amplified by exogenous shocks impacting our borrowers such as man-made or natural disasters, including the COVID-19 pandemic.
The following table provides details, by accrual status, for loans that are 90 days or more past due as of June 30, 2020 and December 31, 2019:
  As of
  June 30, 2020 December 31, 2019
(In thousands) Unpaid Principal Balance Fair Value Unpaid Principal Balance Fair Value
90 days or more past due—non-accrual status        
Residential mortgage loans $69,375
 $65,618
 $22,092
 $19,401
Commercial mortgage loans 24,123
 23,888
 28,936
 26,545
Consumer loans 2,067
 1,935
 5,633
 5,225



40


Residential Mortgage Loans
The tables below detail certain information regarding the Company's residential mortgage loans as of June 30, 2020 and December 31, 2019.
June 30, 2020:
        Gross Unrealized   Weighted Average
($ in thousands) Unpaid Principal Balance Premium (Discount)  Amortized Cost  Gains Losses Fair Value Coupon Yield 
Life (Years)(1)
Residential mortgage loans, held-for-investment(2)
 $937,154
 $9,063
 $946,217
 $10,597
 $(8,367) $948,447
 6.26% 5.33% 2.43
(1)Average lives of loans are generally shorter than stated contractual maturities. Average lives are affected by scheduled periodic payments of principal and unscheduled prepayments of principal.
(2)Includes $806.1 million of non-QM loans that have been securitized and are held in consolidated securitization trusts. Such loans had $9.4 million and $(3.2) million of gross unrealized gains and gross unrealized losses, respectively; such unrealized gains (losses) are presented on a gross basis on the Company's Consolidated Condensed Statement of Operations. See Note 10.
December 31, 2019:
        Gross Unrealized   Weighted Average
($ in thousands) Unpaid Principal Balance Premium (Discount)  Amortized Cost  Gains Losses Fair Value Coupon Yield 
Life (Years)(1)
Residential mortgage loans, held-for-investment(2)
 $911,705
 $9,354
 $921,059
 $13,082
 $(1,938) $932,203
 6.44% 5.79% 1.90
(1)Average lives of loans are generally shorter than stated contractual maturities. Average lives are affected by scheduled periodic payments of principal and unscheduled prepayments of principal.
(2)Includes $628.4 million of non-QM loans that have been securitized and are held in consolidated securitization trusts.
The table below summarizes the geographic distribution of the real estate collateral underlying the Company's residential mortgage loans as a percentage of total outstanding unpaid principal balance as of June 30, 2020 and December 31, 2019:
Property Location by U.S. State June 30, 2020 December 31, 2019
California 45.1% 46.6%
Florida 12.7% 11.9%
Texas 10.8% 11.9%
Colorado 3.1% 3.2%
Massachusetts 3.0% 2.9%
Oregon 2.4% 2.2%
Illinois 2.1% 1.7%
Arizona 2.0% 2.4%
Utah 1.9% 1.9%
Nevada 1.8% 1.6%
Washington 1.7% 1.6%
New Jersey 1.4% 1.1%
New York 1.3% 1.3%
Maryland 1.1% 1.1%
Connecticut 1.0% %
North Carolina 1.0% %
Other 7.6% 8.6%
  100.0% 100.0%



41


The following table presents information on the Company's residential mortgage loans by re-performing or non-performing status, as of June 30, 2020 and December 31, 2019.
  As of
  June 30, 2020 December 31, 2019
(In thousands) Unpaid Principal Balance Fair Value Unpaid Principal Balance Fair Value
Re-performing $23,438
 $20,920
 $27,663
 $25,323
Non-performing 66,170
 62,957
 17,757
 15,580

As described in Note 2, the Company evaluates the cost basis of its residential mortgage loans for impairment on at least a quarterly basis. At June 30, 2020, the Company had expected future credit losses, which it tracks for purposes of calculating interest income, of $3.2 million related to adverse changes in estimated future cash flows on its residential mortgage loans, primarily due to the economic impact of the COVID-19 pandemic. Certain of the Company's residential mortgage loans, at the date of acquisition, have experienced or are expected to experience more-than-insignificant deterioration in credit quality since origination and the Company has established an initial estimate for credit losses on such loans; as of June 30, 2020, the estimated credit losses on such loans was $0.3 million. As of June 30, 2020, the Company determined for certain of its residential mortgage loans that a portion of such loans' cost basis is not collectible; the Company recognized a realized loss of $(0.5) million, which is reflected in Net realized gains (losses) on securities and loans, net, on the Consolidated Statement of Operations.
For the three- and six-month periods ended June 30, 2019, the Company recognized an impairment charge of $0.3 million and $0.4 million, on the cost basis of its residential mortgage loans, which is included in Realized gains (losses) on securities and loans, net, on the Condensed Consolidated Statement of Operations.
As of June 30, 2020 and December 31, 2019, the Company had residential mortgage loans that were in the process of foreclosure with a fair value of $12.2 million and $10.9 million, respectively.
Commercial Mortgage Loans
The tables below detail certain information regarding the Company's commercial mortgage loans as of June 30, 2020 and December 31, 2019:
June 30, 2020:
        Gross Unrealized   Weighted Average
($ in thousands) Unpaid Principal Balance Premium (Discount)  Amortized Cost  Gains Losses Fair Value Coupon 
Yield(1)
 
Life (Years)(2)
Commercial mortgage loans, held-for-investment $295,621
 $(182) $295,439
 $808
 $(751) $295,496
 8.28% 8.25% 0.94
(1)Excludes commercial mortgage loans, in non-accrual status, with a fair value of $23.9 million.
(2)Average lives of loans are generally shorter than stated contractual maturities. Average lives are affected by scheduled periodic payments of principal and unscheduled prepayments of principal.
December 31, 2019:
        Gross Unrealized   Weighted Average
($ in thousands) Unpaid Principal Balance Premium (Discount)  Amortized Cost  Gains Losses Fair Value Coupon 
Yield(1)
 
Life (Years)(2)
Commercial mortgage loans, held-for-investment $277,870
 $(3,302) $274,568
 $253
 $(62) $274,759
 7.65% 8.58% 1.07
(1)Excludes commercial mortgage loans, held at par in non-accrual status, with a fair value of $10.7 million.
(2)Average lives of loans are generally shorter than stated contractual maturities. Average lives are affected by scheduled periodic payments of principal and unscheduled prepayments of principal.


42


The table below summarizes the geographic distribution of the real estate collateral underlying the Company's commercial mortgage loans as a percentage of total outstanding unpaid principal balance as of June 30, 2020 and December 31, 2019:
Property Location by U.S. State June 30, 2020 December 31, 2019
Florida 17.4% 31.7%
New York 15.7% 17.7%
Pennsylvania 9.8% %
Virginia 9.4% 6.8%
Connecticut 9.1% 8.2%
New Jersey 6.7% 13.3%
Utah 5.8% %
Missouri 5.7% 4.6%
California 4.9% %
Massachusetts 4.4% 4.7%
Arizona 3.1% 3.8%
Indiana 2.0% 2.1%
North Carolina 1.7% 1.8%
Nevada 1.4% 1.5%
Tennessee 1.4% 1.5%
Illinois 1.2% 1.2%
Other 0.3% 1.1%
  100.0% 100.0%

As of June 30, 2020, the Company had 3 non-performing commercial mortgage loans with an unpaid principal balance and fair value of $24.1 million and $23.9 million, respectively. As of December 31, 2019, the Company had 3 non-performing commercial mortgage loans with an unpaid principal balance and fair value of $28.9 million and $26.5 million, respectively.
As described in Note 2, the Company evaluates the cost basis of its commercial mortgage loans for impairment on at least a quarterly basis. At June 30, 2020, the expected future credit losses, which it tracks for purposes of calculating interest income, of $0.2 million related to adverse changes in estimated future cash flows on its commercial mortgage loans. For the three- and six-month periods ended June 30, 2019, the Company did not recognize any impairment charge on the cost basis of its commercial mortgage loans.
As of June 30, 2020, the Company had 1 commercial mortgage loan with a fair value of $10.7 million that was in the process of foreclosure. As of December 31, 2019, the Company had 2 commercial mortgage loans with a fair value of $16.0 million that were in the process of foreclosure.
Consumer Loans
The tables below detail certain information regarding the Company's consumer loans as of June 30, 2020 and December 31, 2019:
June 30, 2020:
        Gross Unrealized   Weighted Average
($ in thousands) Unpaid Principal Balance Premium (Discount) Amortized Cost Gains Losses 
Fair Value(1)
 
Life (Years)(2)
 Delinquency (Days)
Consumer loans, held-for-investment $163,043
 $6,811
 $169,854
 $1,912
 $(5,085) $166,681
 0.87 4
(1)Includes $0.6 million of charged-off loans for which the Company has determined that it is probable the servicer will be able to collect principal and interest.
(2)Average lives of loans are generally shorter than stated contractual maturities. Average lives are affected by scheduled periodic payments of principal and unscheduled prepayments of principal.


43


December 31, 2019:
        Gross Unrealized   Weighted Average
($ in thousands) Unpaid Principal Balance Premium (Discount) Amortized Cost Gains Losses 
Fair Value(1)
 
Life (Years)(2)
 Delinquency (Days)
Consumer loans, held-for-investment $179,743
 $5,027
 $184,770
 $2,561
 $(377) $186,954
 0.82 4
(1)Includes $0.6 million of charged-off loans for which the Company has determined that it is probable the servicer will be able to collect principal and interest.
(2)Average lives of loans are generally shorter than stated contractual maturities. Average lives are affected by scheduled periodic payments of principal and unscheduled prepayments of principal.
The table below provides details on the delinquency status as a percentage of total unpaid principal balance of the Company's consumer loans, which the Company uses as an indicator of credit quality, as of June 30, 2020 and December 31, 2019:
Days Past Due June 30, 2020 December 31, 2019
Current 95.9% 95.3%
30-59 Days 1.6% 2.1%
60-89 Days 1.1% 1.4%
90-119 Days 1.2% 1.2%
>120 Days 0.2% %
  100.0% 100.0%

During the three-month periods ended June 30, 2020 and 2019, the Company charged off $5.1 million and $4.6 million, respectively, of unpaid principal balance of consumer loans that were greater than 120 days delinquent. During the six-month periods ended June 30, 2020 and 2019, the Company charged off $10.0 million and $9.0 million, respectively, of unpaid principal balance of consumer loans that were greater than 120 days delinquent. As of both June 30, 2020 and December 31, 2019, the Company held charged-off consumer loans with an aggregate fair value of $0.6 million for which the Company has determined that it is probable the servicer will be able to collect principal and interest.
As described in Note 2, the Company evaluates the cost basis of its consumer loans for impairment on at least a quarterly basis. At June 30, 2020, the Company had expected future credit losses, which it tracks for purposes of calculating interest income, of $3.5 million on its consumer loans.
For the three- and six-month periods ended June 30, 2019, the Company recognized an impairment charge of $1.4 million and $3.5 million, respectively, on the cost basis of its consumer loan pools, which is included in Realized gains (losses) on securities and loans, net, on the Condensed Consolidated Statement of Operations.
Corporate Loans
The tables below detail certain information regarding the Company's corporate loans as of June 30, 2020 and December 31, 2019:
June 30, 2020:
      Weighted Average
($ in thousands) 
Unpaid
Principal Balance
 Fair Value Rate Remaining Term (Years)
Corporate loans, held-for-investment(1)
 $6,687
 $6,227
 19.36% 2.23
(1)See Note 21 for further details on the Company's unfunded commitments related to certain of its corporate loans.


44


December 31, 2019:
      Weighted Average
($ in thousands) 
Unpaid
Principal Balance
 Fair Value Rate Remaining Term (Years)
Corporate loans, held-for-investment(1)(2)
 $18,415
 $18,510
 17.62% 0.87
(1)See Note 13 for further details on the Company's transactions involving a loan originator in which the Company also holds an equity investment.
(2)See Note 21 for further details on the Company's unfunded commitments related to certain of its corporate loans.
6. Investments in Unconsolidated Entities
The Company has various equity investments in entities where it has the ability to exert significant influence over such entity, but does not control such entity. In these cases the criteria for consolidation have not been met and the Company is required to account for such investments under ASC 323-10; the Company has elected the FVO for its investments in unconsolidated entities. As of June 30, 2020 and December 31, 2019, the Company's investments in unconsolidated entities had an aggregate fair value of $72.6 million and $71.9 million, respectively, which is included on the Condensed Consolidated Balance Sheet in Investments in unconsolidated entities, at fair value. For the three-month periods ended June 30, 2020 and 2019, the Company recognized $5.6 million and $2.4 million, respectively, in Earnings (losses) from investments in unconsolidated entities, on its Condensed Consolidated Statement of Operations. For the six-month periods ended June 30, 2020 and 2019, the Company recognized $(0.9) million and $4.2 million, respectively, in Earnings (losses) from investments in unconsolidated entities, on its Condensed Consolidated Statement of Operations. Certain of the entities that the Company accounts for under ASC 323-10 are deemed to be VIEs, and the maximum amount at risk is generally limited to the Company's investment in the VIE. As of June 30, 2020 and December 31, 2019, the fair value of the Company's investments in unconsolidated entities that have been deemed to be VIEs was $27.0 million and $28.5 million.
The following table provides details about the Company's investments in unconsolidated entities as of June 30, 2020 and December 31, 2019:
    Percentage Ownership
of Unconsolidated Entity
Investment in Unconsolidated Entity Form of Investment June 30, 2020 December 31, 2019
Longbridge Financial, LLC(1)
 Preferred shares 49.7% 49.7%
LendSure Mortgage Corp.(1)
 Common shares 49.9% 49.9%
Jepson Holdings Limited(1)
 Membership Interest 30.1% 30.1%
Elizon AFG 2018-1 LLC(1)(2)
 Membership Interest 11.8% 13.4%
Elizon DB 2015-1 LLC(1)(2)
 Membership Interest 9.9% 3.5%
Other Various 6.9%–51.0% 7.7%–51.0%
(1)See Note 13 for additional details on the Company's related party transactions.
(2)The Company has evaluated this entity and determined that it meets the definition of a VIE. The Company evaluated its interest in the VIE and determined that the Company does not have the power to direct the activities of the VIE and does not have control of the underlying assets, where applicable. As a result, the Company determined that it is not the primary beneficiary of this VIE and therefore has not consolidated the VIE.


45


7. Real Estate Owned
As discussed in Note 2, the Company obtains possession of REO as a result of foreclosures on the associated mortgage loans. The following tables detail activity in the Company's carrying value of REO for the three- and six-month periods ended June 30, 2020 and 2019:
  Three-Month Period Ended
  June 30, 2020 June 30, 2019
  Number of Properties Carrying Value Number of Properties Carrying Value
    (In thousands)   (In thousands)
Beginning Balance (March 31, 2020 and March 31, 2019, respectively) 16
 $25,054
 21
 $31,003
Transfers from mortgage loans 1
 100
 2
 17,414
Capital expenditures and other adjustments to cost   12
   
Adjustments to record at the lower of cost or fair value   (277)   (13)
Disposals (4) (845) (3) (783)
Ending Balance (June 30, 2020 and June 30, 2019, respectively) 13
 $24,044
 20
 $47,621
  Six-Month Period Ended
  June 30, 2020 June 30, 2019
  Number of Properties Carrying Value Number of Properties Carrying Value
    (In thousands)   (In thousands)
Beginning Balance (December 31, 2019 and January 1, 2019, respectively) 15
 $30,584
 20
 $30,778
Transfers from mortgage loans 5
 1,522
 4
 17,713
Capital expenditures and other adjustments to cost   126
   240
Adjustments to record at the lower of cost or fair value   (960)   (263)
Disposals (7) (7,228) (4) (847)
Ending Balance (June 30, 2020 and June 30, 2019, respectively) 13
 $24,044
 20
 $47,621

During the three-month period ended June 30, 2020, the Company sold 4 REO properties, realizing a net gain (loss) of approximately $(0.2) million. During the three-month period ended June 30, 2019, the Company sold 3 REO properties, realizing a net gain (loss) of approximately $98 thousand. During the six-month period ended June 30, 2020, the Company sold 7 REO properties, realizing a net gain (loss) of approximately $0.1 million. During the six-month period ended June 30, 2019, the Company sold 4 REO properties, realizing a net gain (loss) of approximately $40 thousand. Such realized gains (losses) are included in Realized gains (losses) on real estate owned, net, on the Company's Condensed Consolidated Statement of Operations. As of June 30, 2020 and December 31, 2019 all of the Company's REO had been obtained as a result of obtaining physical possession through foreclosure. As of June 30, 2020 and December 31, 2019, the Company had REO measured at fair value on a non-recurring basis of $18.2 million and $19.4 million, respectively.


46


8. Financial Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages certain risks associated with its investments and borrowings, including interest rate, credit, liquidity, and foreign exchange rate risk primarily by managing the amount, sources, and duration of its investments and borrowings, and through the use of derivative financial instruments. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of its known or expected cash receipts and its known or expected cash payments principally related to its investments and borrowings.
The following table details the fair value of the Company's holdings of financial derivatives as of June 30, 2020 and December 31, 2019:
  June 30, 2020 December 31, 2019
(In thousands)    
Financial derivatives–assets, at fair value:    
TBA securities purchase contracts $502
 $90
TBA securities sale contracts 1,264
 506
Fixed payer interest rate swaps 
 3,914
Fixed receiver interest rate swaps 15,087
 1,554
Credit default swaps on asset-backed securities 353
 993
Credit default swaps on asset-backed indices 7,790
 3,319
Credit default swaps on corporate bonds 
 2
Credit default swaps on corporate bond indices 1,535
 5,599
Total return swaps 442
 620
Futures 
 148
Forwards 182
 43
Warrants 31
 
Total financial derivatives–assets, at fair value 27,186
 16,788
Financial derivatives–liabilities, at fair value:    
TBA securities sale contracts (158) (1,012)
Fixed payer interest rate swaps (32,684) (8,513)
Fixed receiver interest rate swaps (8) (206)
Credit default swaps on asset-backed indices (152) (250)
Credit default swaps on corporate bonds (56) (1,693)
Credit default swaps on corporate bond indices (1,346) (14,524)
Total return swaps (77) (1,209)
Futures (382) (45)
Forwards 
 (169)
Total financial derivatives–liabilities, at fair value (34,863) (27,621)
Total $(7,677) $(10,833)



47


Interest Rate Swaps
The following tables provide information about the Company's fixed payer interest rate swaps as of June 30, 2020 and December 31, 2019:
June 30, 2020:
      Weighted Average
Maturity Notional Amount Fair Value Pay Rate Receive Rate Remaining Years to Maturity
  (In thousands)      
2021 $17,500
 $(447) 2.75% 0.31% 0.72
2022 129,975
 (2,554) 1.21
 0.51
 1.65
2023 101,012
 (5,464) 2.06
 0.54
 2.79
2025 26,500
 (996) 1.06
 0.37
 4.80
2026 28,104
 (1,451) 1.25
 0.31
 6.00
2027 34,000
 (73) 0.49
 0.30
 6.99
2028 32,942
 (5,023) 2.40
 0.38
 7.84
2029 92,594
 (10,163) 1.78
 0.54
 9.29
2030 67,936
 (3,343) 1.10
 0.36
 9.69
2036 1,100
 (106) 1.45
 0.31
 15.64
2049 5,796
 (3,064) 2.89
 1.45
 28.53
Total $537,459
 $(32,684) 1.55% 0.47% 5.58
December 31, 2019:
      Weighted Average
Maturity 
Notional Amount(1)
 
Fair Value(1)
 
Pay Rate(2)(3)
 
Receive Rate(2)
 
Remaining Years to Maturity(4)
  (In thousands)      
2020 $68,607
 $(234) 1.74% 1.93% 0.24
2021 268,929
 (419) 1.73
 1.95
 1.64
2022 31,350
 9
 1.65
 1.93
 2.14
2023 101,012
 (1,265) 2.06
 1.91
 3.29
2024 13,000
 99
 1.56
 1.89
 4.90
2025 12,800
 (24) n/a
 n/a
 5.22
2026 59,902
 1,946
 1.24
 1.94
 6.50
2028 32,942
 (1,634) 2.40
 1.93
 8.34
2029 136,838
 (2,018) 2.02
 1.96
 9.61
2030 685
 (32) 2.38
 1.90
 10.90
2036 1,100
 87
 1.45
 1.94
 16.14
2049 5,796
 (1,114) 2.89
 2.09
 29.03
Total $732,961
 $(4,599) 1.83% 1.94% 4.31
(1)Includes forward-starting interest rate swaps with a notional amount of $20.9 million and fair value of $(41) thousand.
(2)Excludes forward-starting interest rate swaps.
(3)Including forward-starting interest rate swaps the total weighted average pay rate was 1.83%.
(4)Includes forward-starting interest rate swaps, all of which start within six months of period end.


48


The following tables provide information about the Company's fixed receiver interest rate swaps as of June 30, 2020 and December 31, 2019:
June 30, 2020:
      Weighted Average
Maturity Notional Amount Fair Value Pay Rate Receive Rate Remaining Years to Maturity
  (In thousands)      
2021 $12,950
 $297
 0.31% 1.75% 1.21
2022 87,683
 1,878
 0.65
 1.33
 1.70
2023 48,657
 2,615
 0.31
 2.00
 2.76
2024 86,342
 5,027
 1.14
 1.65
 4.24
2025 25,300
 250
 0.42
 0.50
 4.76
2027 25,108
 256
 1.43
 0.63
 6.76
2029 9,800
 1,100
 0.42
 1.78
 9.27
2030 126,585
 3,656
 0.63
 0.91
 9.71
Total $422,425
 $15,079
 0.72% 1.28% 5.39
December 31, 2019:
      Weighted Average
Maturity Notional Amount Fair Value Pay Rate Receive Rate Remaining Years to Maturity
  (In thousands)      
2021 $181,950
 $(49) 1.89% 1.67% 1.84
2022 53,974
 441
 1.91
 1.85
 2.17
2023 48,657
 709
 1.92
 2.00
 3.26
2024 11,342
 306
 2.09
 2.33
 4.23
2029 9,800
 (59) 1.91
 1.78
 9.77
Total $305,723
 $1,348
 1.91% 1.78% 2.47



49


Credit Default Swaps
The following table provides information about the Company's credit default swaps as of June 30, 2020 and December 31, 2019:
  As of
  June 30, 2020 December 31, 2019
Type(1)
 Notional Fair Value Weighted Average Remaining Term (Years) Notional Fair Value Weighted Average Remaining Term (Years)
($ in thousands)            
Asset:            
Long:            
Credit default swaps on asset-backed indices $449
 $6
 17.50
 $695
 $10
 23.80
Credit default swaps on corporate bonds 
 
 
 430
 2
 0.47
Credit default swaps on corporate bond indices 67,085
 419
 2.99
 130,707
 5,547
 2.42
Short:            
Credit default swaps on asset-backed securities (959) 353
 15.20
 (2,640) 993
 15.63
Credit default swaps on asset-backed indices (26,899) 7,784
 37.68
 (63,515) 3,309
 38.40
Credit default swaps on corporate bond indices (40,215) 1,116
 3.89
 (1,997) 52
 3.97
Liability:            
Long:            
Credit default swaps on asset-backed indices 520
 (152) 32.55
 344
 (145) 29.35
Credit default swaps on corporate bond indices 1,675
 (15) 0.47
 
 
 
Short:            
Credit default swaps on asset-backed indices (1) 
 29.51
 (4,501) (105) 40.31
Credit default swaps on corporate bonds (7,800) (56) 3.02
 (10,800) (1,693) 3.92
Credit default swaps on corporate bond indices (112,108) (1,331) 2.05
 (250,088) (14,524) 2.51
  $(118,253) $8,124
 10.25
 $(201,365) $(6,554) 14.88
(1)Long notional represents contracts where the Company has written protection and short notional represents contracts where the Company has purchased protection.


50


Futures
The following table provides information about the Company's long and short positions in futures as of June 30, 2020 and December 31, 2019:
  As of
  June 30, 2020 December 31, 2019
Description Notional Amount Fair Value Remaining Months to Expiration Notional Amount Fair Value Remaining Months to Expiration
  (In thousands)   (In thousands)  
Assets:            
Short Contracts:            
U.S. Treasury futures $(300) $
 2.77
 $
 $
 
Liabilities:            
Long Contracts:            
U.S. Treasury futures $1,900
 $(34) 2.77
 
 
 
Short Contracts:            
U.S. Treasury futures (166,800) (348) 3.01
 (16,000) 148
 2.77
Eurodollar futures 
 
 
 (14,000) (45) 4.05
Total, net $(165,200) $(382) 3.01
 $(30,000) $103
 3.37

Warrants
The following table provides information about the Company's warrants contracts to purchase shares as of June 30, 2020 and December 31, 2019:
  June 30, 2020 As of December, 31, 2019
Description Number of Shares Underlying Warrant Fair Value Remaining Years to Expiration Number of Shares Underlying Warrant Fair Value Remaining Years to Expiration
  (In thousands)   (In thousands)  
Warrants 1,546
 $31
 2.33 1,515
 $
 2.82

TBAs
The Company transacts in the forward settling TBA market. Pursuant to these TBA transactions, the Company agrees to purchase or sell, for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date. TBAs are generally liquid, have quoted market prices, and represent the most actively traded class of MBS. The Company uses TBAs to mitigate interest rate risk, usually by taking short positions. The Company also invests in TBAs as a means of acquiring additional exposure to Agency RMBS, or for speculative purposes, including holding long positions.
The Company does not generally take delivery of TBAs; rather, it settles the associated receivable and payable with its trading counterparties on a net basis. Transactions with the same counterparty for the same TBA that result in a reduction of the position are treated as extinguished.


51


As of June 30, 2020 and December 31, 2019, the Company had outstanding TBA purchase and sale contracts as follows:
  As of June 30, 2020 As of December 31, 2019
TBA Securities 
Notional Amount(1)
 
Cost
Basis(2)
 
Market Value(3)
 
Net Carrying Value(4)
 
Notional Amount(1)
 
Cost
Basis(2)
 
Market Value(3)
 
Net Carrying Value(4)
(In thousands)                
Purchase contracts:                
Assets $132,000
 $135,644
 $136,146
 $502
 $40,100
 $40,585
 $40,675
 $90
  132,000
 135,644
 136,146
 502
 40,100
 40,585
 40,675
 90
Sale contracts:                
Assets (313,695) (332,759) (331,495) 1,264
 (319,981) (332,080) (331,574) 506
Liabilities (114,897) (123,302) (123,460) (158) (773,749) (806,568) (807,580) (1,012)
  (428,592) (456,061) (454,955) 1,106
 (1,093,730) (1,138,648) (1,139,154) (506)
Total TBA securities, net $(296,592) $(320,417) $(318,809) $1,608
 $(1,053,630) $(1,098,063) $(1,098,479) $(416)
(1)Notional amount represents the principal balance of the underlying Agency RMBS.
(2)Cost basis represents the forward price to be paid (received) for the underlying Agency RMBS.
(3)Market value represents the current market value of the underlying Agency RMBS (on a forward delivery basis) as of period end.
(4)Net carrying value represents the difference between the market value of the TBA contract as of period end and the cost basis, and is reported in Financial derivatives-assets, at fair value and Financial derivatives-liabilities, at fair value on the Condensed Consolidated Balance Sheet.
Gains and losses on the Company's derivative contracts for the three- and six-month periods ended June 30, 2020 and 2019 are summarized in the tables below:
Three-Month Period Ended June 30, 2020:
Derivative Type 
Primary 
Risk
Exposure
 Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps 
Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps(1)
 
Net Realized Gains (Losses) on Financial Derivatives(1)
 Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps 
Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps(2)
 
Change in Net Unrealized Gains (Losses) on Financial Derivatives(2)
(In thousands)              
Interest rate swaps Interest Rate $(892) $(2,348) $(3,240) $136
 $2,543
 $2,679
Credit default swaps on asset-backed securities Credit   38
 38
   (1) (1)
Credit default swaps on asset-backed indices Credit   4,455
 4,455
   (5,384) (5,384)
Credit default swaps on corporate bond indices Credit   (62) (62)   24
 24
Credit default swaps on corporate bonds Credit   354
 354
   (482) (482)
Total return swaps Credit   (484) (484)   1,168
 1,168
TBAs Interest Rate   (5,972) (5,972)   7,447
 7,447
Futures Interest Rate   (6,342) (6,342)   5,629
 5,629
Forwards Currency   (310) (310)   56
 56
Warrants Equity Market/Credit   
 
   (402) (402)
Options Credit   (100) (100)   (2,558) (2,558)
Total   $(892) $(10,771) $(11,663) $136
 $8,040
 $8,176
(1)Includes realized gain/(loss) on transactions involving foreign-currency-denominated financial derivatives in the amount of $13 thousand for the three-month period ended June 30, 2020, which is included on the Condensed Consolidated Statement of Operations in Other, net.
(2)Includes foreign currency remeasurement on financial derivatives in the amount of $3 thousand for the three-month period ended June 30, 2020, which is included on the Condensed Consolidated Statement of Operations in Other, net.


52


Three-Month Period Ended June 30, 2019
Derivative Type 
Primary 
Risk
Exposure
 Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps 
Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps(1)
 
Net Realized Gains (Losses) on Financial Derivatives(1)
 Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps 
Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps(2)
 
Change in Net Unrealized Gains (Losses) on Financial Derivatives(2)
(In thousands)              
Interest rate swaps Interest Rate $52
 $(2,609) $(2,557) $45
 $(3,545) $(3,500)
Credit default swaps on asset-backed securities Credit   129
 129
   (143) (143)
Credit default swaps on asset-backed indices Credit   (239) (239)   (203) (203)
Credit default swaps on corporate bond indices Credit   (761) (761)   471
 471
Credit default swaps on corporate bonds Credit   (80) (80)   77
 77
Total return swaps Equity Market/Credit   1
 1
   (94) (94)
TBAs Interest Rate   (5,681) (5,681)   241
 241
Futures Interest Rate/Currency   (2,381) (2,381)   (1,226) (1,226)
Forwards Currency   657
 657
   (574) (574)
Options Interest Rate   (2) (2)   1
 1
Total   $52
 $(10,966) $(10,914) $45
 $(4,995) $(4,950)
(1)Includes realized gain/(loss) on transactions involving foreign-currency-denominated financial derivatives in the amount of $6 thousand for the three-month period ended June 30, 2019, which is included on the Condensed Consolidated Statement of Operations in Other, net.
(2)Includes foreign currency remeasurement on financial derivatives in the amount of $(29) thousand for the three-month period ended June 30, 2019, which is included on the Condensed Consolidated Statement of Operations in Other, net.


53


Six-Month Period Ended June 30, 2020:
Derivative Type 
Primary 
Risk
Exposure
 Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps 
Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps(1)
 
Net Realized Gains (Losses) on Financial Derivatives(1)
 Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps 
Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps(2)
 
Change in Net Unrealized Gains (Losses) on Financial Derivatives(2)
(In thousands)              
Interest rate swaps Interest Rate $(750) $(8,732) $(9,482) $25
 $(17,477) $(17,452)
Credit default swaps on asset-backed securities Credit   (956) (956)   916
 916
Credit default swaps on asset-backed indices Credit   3,899
 3,899
   7,139
 7,139
Credit default swaps on corporate bond indices Credit   517
 517
   4,140
 4,140
Credit default swaps on corporate bonds Credit   448
 448
   1,044
 1,044
Total return swaps Credit   (2,055) (2,055)   955
 955
TBAs Interest Rate   (9,145) (9,145)   2,024
 2,024
Futures Interest Rate   (7,464) (7,464)   (485) (485)
Forwards Currency   282
 282
   309
 309
Warrants Equity Market/Credit   
 
   (382) (382)
Options Credit   (100) (100)   
 
Total   $(750) $(23,306) $(24,056) $25
 $(1,817) $(1,792)
(1)Includes realized gain/(loss) on transactions involving foreign-currency-denominated financial derivatives in the amount of $26 thousand for the six-month period ended June 30, 2020, which is included on the Condensed Consolidated Statement of Operations in Other, net.
(2)Includes foreign currency remeasurement on financial derivatives in the amount of $19 thousand for the six-month period ended June 30, 2020, which is included on the Condensed Consolidated Statement of Operations in Other, net.


54


Six-Month Period Ended June 30, 2019:
Derivative Type 
Primary 
Risk
Exposure
 Net Realized Gains (Losses) on Periodic Settlements of Interest Rate Swaps 
Net Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate Swaps(1)
 
Net Realized Gains (Losses) on Financial Derivatives(1)
 Change in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate Swaps 
Change in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate Swaps(2)
 
Change in Net Unrealized Gains (Losses) on Financial Derivatives(2)
(In thousands)              
Interest rate swaps Interest Rate $770
 $(1,151) $(381) $(231) $(9,317) $(9,548)
Credit default swaps on asset-backed securities Credit   403
 403
   (382) (382)
Credit default swaps on asset-backed indices Credit   (984) (984)   (751) (751)
Credit default swaps on corporate bond indices Credit   (3,274) (3,274)   (1,936) (1,936)
Credit default swaps on corporate bonds Credit   (505) (505)   842
 842
Total return swaps Equity Market/Credit   (1,297) (1,297)   35
 35
TBAs Interest Rate   (12,115) (12,115)   2,139
 2,139
Futures Interest Rate/Currency   (4,814) (4,814)   (867) (867)
Forwards Currency   543
 543
   (151) (151)
Options Interest Rate   (35) (35)   1
 1
Total   $770
 $(23,229) $(22,459) $(231) $(10,387) $(10,618)
(1)Includes realized gain/(loss) on transactions involving foreign-currency-denominated financial derivatives in the amount of $31 thousand for the six-month period ended June 30, 2019, which is included on the Condensed Consolidated Statement of Operations in Other, net.
(2)Includes foreign currency remeasurement on financial derivatives in the amount of $(8) thousand for the six-month period ended June 30, 2019, which is included on the Condensed Consolidated Statement of Operations in Other, net.
The table below details the average notional values of the Company's financial derivatives, using absolute value of month end notional values, for the six-month period ended June 30, 2020 and year ended December 31, 2019:
Derivative Type 
Six-Month
Period Ended
June 30, 2020
 Year Ended
December 31, 2019
(In thousands)    
Interest rate swaps $1,118,783
 $731,941
TBAs 782,346
 973,331
Credit default swaps 307,217
 399,316
Total return swaps 9,139
 39,434
Futures 132,829
 167,708
Options 2,786
 19,825
Forwards 39,195
 30,930
Warrants 1,541
 2,222

From time to time the Company enters into credit derivative contracts for which the Company sells credit protection ("written credit derivatives"). As of June 30, 2020 and December 31, 2019, all of the Company's open written credit derivatives were credit default swaps on either mortgage/asset-backed indices (ABX and CMBX indices) or corporate bond indices (CDX), collectively referred to as credit indices, or on individual corporate bonds, for which the Company receives periodic payments at fixed rates from credit protection buyers, and is obligated to make payments to the credit protection buyer upon the occurrence of a "credit event" with respect to underlying reference assets.


55


Written credit derivatives held by the Company at June 30, 2020 and December 31, 2019 are summarized below:
Credit Derivatives June 30, 2020 December 31, 2019
(In thousands)    
Fair Value of Written Credit Derivatives, Net $258
 $5,414
Fair Value of Purchased Credit Derivatives Offsetting Written Credit Derivatives with Third Parties (1)
 
 (3,248)
Notional Value of Written Credit Derivatives (2)
 69,729
 132,176
Notional Value of Purchased Credit Derivatives Offsetting Written Credit Derivatives with Third Parties (1)
 
 (81,637)
(1)Offsetting transactions with third parties include purchased credit derivatives which have the same reference obligation.
(2)The notional value is the maximum amount that a seller of credit protection would be obligated to pay, and a buyer of credit protection would receive, upon occurrence of a "credit event." Movements in the value of credit default swap transactions may require the Company or the counterparty to post or receive collateral. Amounts due or owed under credit derivative contracts with an International Swaps and Derivatives Association, or "ISDA," counterparty may be offset against amounts due or owed on other credit derivative contracts with the same ISDA counterparty. As a result, the notional value of written credit derivatives involving a particular underlying reference asset or index has been reduced (but not below zero) by the notional value of any contracts where the Company has purchased credit protection on the same reference asset or index with the same ISDA counterparty.
A credit default swap on a credit index or a corporate bond typically terminates at the stated maturity date in the case of corporate indices or bonds, or, in the case of ABX and CMBX indices, the date that all of the reference assets underlying the index are paid off in full, retired, or otherwise cease to exist. Implied credit spreads may be used to determine the market value of such contracts and are reflective of the cost of buying/selling credit protection. Higher spreads would indicate a greater likelihood that a seller will be obligated to perform (i.e., make protection payments) under the contract. In situations where the credit quality of the underlying reference assets has deteriorated, the percentage of notional values that would be paid up front to enter into a new such contract ("points up front") is frequently used as an indication of credit risk. Credit protection sellers entering the market in such situations would expect to be paid points up front corresponding to the approximate fair value of the contract. For the Company's written credit derivatives that were outstanding at June 30, 2020 and December 31, 2019, implied credit spreads on such contracts ranged between 74.3 and 715.3 basis points and 10.9 and 440.0 basis points, respectively. Excluded from these spread ranges are contracts outstanding for which the individual spread is greater than 2,000 basis points. The Company believes that these contracts would be quoted based on estimated points up front. The total fair value of contracts with individual implied credit spreads in excess of 2,000 basis points was $(0.1) million as of both June 30, 2020 and December 31, 2019. Estimated points up front on these contracts as of June 30, 2020 ranged between 57.0 and 85.2 and as of December 31, 2019 estimated points up front on these contracts was 57.0. Total net up-front payments (paid) or received relating to written credit derivatives outstanding at June 30, 2020 and December 31, 2019 were $(2.1) million and $(3.3) million, respectively.


56


9. Consolidated VIEs
As discussed in Note 2, the Company has interests in entities that it has determined to be VIEs. The following table summarizes the assets and liabilities of the Company's consolidated VIEs that are included on the Company's Condensed Consolidated Balance Sheet as of June 30, 2020 and December 31, 2019.
(In thousands) 
June 30, 2020 (1)
 
December 31, 2019 (1)
Assets    
Cash and cash equivalents $716
 $6,016
Restricted cash 175
 175
Securities, at fair value 47,429
 47,923
Loans, at fair value 1,398,167
 1,393,916
Investments in unconsolidated entities, at fair value 6,379
 5,641
Real estate owned 24,044
 30,584
Investment related receivables 23,493
 28,668
Other assets 2,024
 6,191
Total Assets $1,502,427
 $1,519,114
Liabilities    
Repurchase agreements $196,192
 $302,791
Investment related payables 763
 3,275
Other secured borrowings 156,089
 150,334
Other secured borrowings, at fair value 742,688
 594,396
Interest payable 591
 1,247
Accrued expenses and other liabilities 973
 2,279
Total Liabilities 1,097,296
 1,054,322
Total Stockholders' Equity 379,417
 440,394
Non-controlling interests 25,714
 24,400
Total Equity 405,131
 464,794
Total Liabilities and Equity $1,502,427
 $1,519,116
(1)See Note 10 and Note 13 for additional information on the Company's consolidated VIEs.
10. Securitization Transactions
Participation in Multi-Seller Consumer Loan Securitization
In August 2016, the Company participated in a securitization transaction whereby the Company, together with another entity managed by Ellington (the "co-participant"), sold consumer loans with an aggregate unpaid principal balance of approximately $124 million to a newly formed securitization trust (the "Issuer"). Of the $124 million in loans sold to the Issuer, the Company's share was 51% while the co-participant's share was 49%. The transfer was accounted for as a sale in accordance with ASC 860-10. Pursuant to the securitization, the Issuer issued senior and subordinated notes in the principal amount of $87.0 million and $18.7 million, respectively. Trust certificates representing beneficial ownership of the Issuer were also issued. In connection with the transaction, and through a jointly owned newly formed entity (the "Acquiror"), the Company and the co-participant acquired all of the subordinated notes as well as the trust certificates in the Issuer. The Company and the co-participant acquired 51% and 49%, respectively, of the interests in the Acquiror. Subsequently, at the direction of the Company and the co-participant, the Acquiror sold the subordinated notes to a third party; such sales occurred prior to January 1, 2019. As of both June 30, 2020 and December 31, 2019, the Company's total interest in the Acquiror was 51.0%. The Company's interest in the Acquiror, for which the Company has elected the FVO, is included on the Condensed Consolidated Balance Sheet in Investments in unconsolidated entities, at fair value.
The notes and trust certificates issued by the Issuer are backed by the cash flows from the underlying consumer loans. If there are breaches of representations and warranties with respect to any underlying consumer loans, the Company could, under certain circumstances, be required to repurchase or replace such loans. Absent such breaches, the Company has no obligation to repurchase or replace any underlying consumer loans that become delinquent or otherwise default. Cash flows collected on the underlying consumer loans are distributed to service providers to the trust, noteholders, and trust certificate holders in


57


accordance with the contractual priority of payments. In addition, another affiliate of Ellington (the "Administrator"), acts as the administrator for the securitization and is paid a monthly fee for its services.
The Issuer and the Acquiror are each deemed to be a VIE. The Company has evaluated its interest in the Issuer under ASC 810, and while the Company retains credit risk in the securitization trust through its beneficial ownership of most of the subordinated interests of the securitization trust, which are the first to absorb credit losses on the securitized assets, the Company does not retain control of these assets or the power to direct the activities of the Issuer that most significantly impact the Issuer's economic performance. As a result the Company determined that neither the Company nor the Acquiror is the primary beneficiary of the Issuer, and therefore the Company has not consolidated the Issuer. Additionally, the Company evaluated its interest in the Acquiror and determined that is does not have the power to direct the activities of the Acquiror that most significantly impact the Acquiror's economic performance. As a result, the Company determined that it is not the primary beneficiary of the Acquiror, and therefore the Company has not consolidated the Acquiror. The maximum amount at risk related to the Company's investment in the Acquiror is limited to the fair value of such investment, which was $2.1 million and $3.2 million as of June 30, 2020 and December 31, 2019, respectively.
Participation in CLO Transactions
Since June 2017, an affiliate of Ellington has sponsored four CLO securitization transactions (the "CLO I Securitization," the "CLO II Securitization," the "CLO III Securitization," and the "CLO IV Securitization"; collectively, the "Ellington-sponsored CLO Securitizations"), collateralized by corporate loans and managed by an affiliate of Ellington (the "CLO Manager"). Ellington, the Company, several other affiliates of Ellington, and in the case of the CLO II Securitization, the CLO III Securitization, and the CLO IV Securitization, several third parties, participated in the Ellington-sponsored CLO Securitizations (collectively, the "CLO Co-Participants").
Pursuant to each Ellington-sponsored CLO Securitization, a newly formed securitization trust (the "CLO I Issuer," the "CLO II Issuer," the "CLO III Issuer," and the "CLO IV Issuer"; collectively, the "CLO Issuers") issued various classes of notes, which were in turn sold to unrelated third parties and the applicable CLO Co-Participants. The notes issued by each CLO Issuer are backed by the cash flows from the underlying corporate loans (including loans to be purchased during a reinvestment period), which are applied in accordance with the contractual priority of payments.
For each of the Ellington-sponsored CLO Securitizations, with the exception of the CLO I Securitization, the Company, along with certain other CLO Co-Participants, advanced funds in the form of loans (the "Advances") to the applicable CLO Issuers prior to the CLO pricing date to enable it to establish warehouse facilities for the purpose of acquiring the assets to be securitized. Pursuant to their terms, the Advances are required to be repaid at the closing of the respective securitization.
In each Ellington-sponsored CLO Securitization, the Company and each of the applicable CLO Co-Participants purchased various classes of notes issued by the corresponding CLO Issuer. In accordance with the Company's accounting policy for recording certain investment transactions on trade date, these purchases were recorded on the CLO pricing date rather than on the CLO closing date.
The CLO Issuers are each deemed to be a VIE. The Company evaluates its interests in the CLO Issuers under ASC 810, and while the Company retains credit risk in each of the securitization trusts through its beneficial ownership of a portion of the subordinated interests of each of the securitization trusts, which are the first to absorb credit losses on the securitized assets, the Company does not retain control of these assets or the power to direct the activities of the CLO Issuers that most significantly impact the CLO Issuers' economic performance. As a result, the Company determined that it is not the primary beneficiary of the CLO Issuers, and therefore the Company has not consolidated the CLO Issuers. The Company's maximum amount at risk is limited to the Company's investment in each of the CLO Issuers. As of June 30, 2020 and December 31, 2019, the fair value of the Company's investment in the notes issued by the CLO Issuers was $8.4 million and $39.7 million, respectively.
The following table provides details of the Ellington-sponsored CLO Securitizations and the Company's initial investments in notes issued by the Ellington-sponsored CLO Securitizations:
  
CLO Issuer(1)
 CLO Pricing Date CLO Closing Date Total Face Amount of Notes Issued Notes Initially Purchased by the Company
Securitization Transaction     
Face
Amount
 Aggregate Purchase Price
        (In thousands)
CLO I Securitization CLO I Issuer 8/18 8/18 $461,840
 $36,579
(2) 
 $25,622
CLO II Securitization CLO II Issuer 12/17 1/18 452,800
 18,223
(3) 
 16,621
CLO III Securitization CLO III Issuer 6/18 7/18 407,100
 35,480
(3) 
 32,394
CLO IV Securitization CLO IV Issuer 2/19 3/19 478,488
 12,700
(3) 
 10,618


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(1)The Company is not deemed to be the primary beneficiary of the CLO Issuers, which are deemed to be VIEs, as discussed above.
(2)The Company purchased secured and unsecured subordinated notes.
(3)The Company purchased secured senior and secured and unsecured subordinated notes.
See Note 13 for further details on the Company's participation in CLO transactions.
Residential Mortgage Loan Securitizations
Since November 2017, the Company, through certain wholly owned subsidiaries (each, a "Sponsor"), has sponsored several securitizations of non-QM loans. In each case, the applicable Sponsor transferred a pool of non-QM loans (each, a Collateral Pool") to a wholly owned entity (each, a "Depositor") and on the closing date such loans were deposited into newly created securitization trusts (collectively, the "Issuing Entities"). Pursuant to the securitizations, the Issuing Entities issued various classes of mortgage pass-through certificates (the "Certificates") which are backed by the cash flows from the underlying non-QM loans.
Under the Dodd-Frank Act, sponsors of securitizations are generally required to retain at least 5% of the economic interest in the credit risk of the securitized assets (the "Risk Retention Rules"). In order to comply with the Risk Retention Rules, in each securitization, the applicable Sponsor purchased and intends to hold, at a minimum, the requisite amount of the most subordinated classes of Certificates and the excess cash flow certificates. The applicable Sponsor also purchased the Certificates entitled to excess servicing fees in each securitization, while the remaining classes of Certificates were purchased by unrelated parties.
Notwithstanding that the Certificates carry final scheduled distribution dates of October 25, 2047 or later, the applicable Depositor may, at its sole option, purchase all of the outstanding Certificates (an "Optional Redemption") following the earlier of (1) the applicable anniversary of the closing date (typically two or three years) of the respective securitization or (2) the date on which the aggregate unpaid principal balance of the applicable Collateral Pool has declined below 30% of the aggregate unpaid principal balance of the applicable Collateral Pool as of the date as of which such loans were originally transferred to the applicable Issuing Entity. The purchase price that the Depositor is required to pay in connection with an Optional Redemption is equal to the sum of the unpaid principal balance of each class of Certificates as of the redemption date and any accrued and unpaid interest thereon. In light of these Optional Redemption rights held by the applicable Depositor, the transfers of non-QM loans to each of the Issuing Entities do not qualify as sales under ASC 860-10.
In the event that certain breaches of representations or warranties are discovered with respect to any underlying non-QM loans, the Company could be required to repurchase or replace such loans.
Each Sponsor also serves as the servicing administrator of its respective securitization, for which it is entitled to receive a monthly fee equal to one-twelfth of the product of (a) 0.03% and (b) the unpaid principal balance of the underlying non-QM loans as of the first day of the related due period. Each Sponsor in its role as servicing administrator provides direction and consent for certain loss mitigation activities to the third-party servicer of the underlying non-QM loans. In certain circumstances, the servicing administrator will be required to reimburse the servicer for principal and interest advances and servicing advances made by the servicer.
In light of the Company's retained interests in each of the securitizations, together with the Optional Redemption rights and the Company's ability to direct the third-party servicer regarding certain loss mitigation activities, the Company is deemed to be the primary beneficiary of the Issuing Entities, which are VIEs, and has consolidated the Issuing Entities. Interest income from these loans and the expenses related to the servicing of these loans are included in Interest income and Investment related expenses—Servicing expense, respectively, on the Condensed Consolidated Statement of Operations.
The Issuing Entities each meet the definition of a CFE as defined in Note 2, and as a result the assets of each of the Issuing Entities have been valued using the fair value of the liabilities of the respective Issuing Entity, as such liabilities have been assessed to be more observable than such assets.
The debt of the Issuing Entities is included in Other secured borrowings, at fair value, on the Condensed Consolidated Balance Sheet and is shown net of the Certificates held by the Company. In November 2019, the Company exercised its Optional Redemption right with respect to Ellington Financial Mortgage Trust 2017-1.


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The following table details the Company's outstanding consolidated residential mortgage loan securitizations:
Issuing Entity Closing Date Principal Balance of Loans Transferred to the Depositor Total Face Amount of Certificates Issued
    (In thousands)
Ellington Financial Mortgage Trust 2018-1 11/18 $232,518
 $232,518
(1) 
Ellington Financial Mortgage Trust 2019-1 6/19 226,913
 226,913
(2) 
Ellington Financial Mortgage Trust 2019-2 11/19 267,255
 267,255
(3) 
Ellington Financial Mortgage Trust 2020-1 6/20 259,273
 259,273
(4) 
(1)In order to comply with the Risk Retention Rules, the Sponsor purchased the two most subordinated classes of Certificates and the excess cash flow certificates, with an aggregate value as of the settlement date equal to 5.7% of the fair value of all Certificates issued. The Sponsor also purchased, for an aggregate purchase price of $1.3 million, the Certificates entitled to excess servicing fees, while the remaining classes of Certificates were purchased by unrelated third parties.
(2)In order to comply with the Risk Retention Rules, the Sponsor purchased the two most subordinated classes of Certificates and the excess cash flow certificates, with an aggregate value as of the settlement date equal to 6.1% of the fair value of all Certificates issued. The Sponsor also purchased, for an aggregate purchase price of $1.2 million, the Certificates entitled to excess servicing fees, while the remaining classes of Certificates were purchased by unrelated third parties.
(3)In order to comply with the Risk Retention Rules, the Sponsor purchased the two most subordinated classes of Certificates and the excess cash flow certificates, with an aggregate value as of the settlement date equal to 6.4% of the fair value of all Certificates issued. The Sponsor also purchased, for an aggregate purchase price of $1.7 million, the Certificates entitled to excess servicing fees, while the remaining classes of Certificates were purchased by unrelated third parties.
(4)In order to comply with the Risk Retention Rules, the Sponsor purchased the two most subordinated classes of Certificates and the excess cash flow certificates, with an aggregate value as of the settlement date equal to 8.0% of the fair value of all Certificates issued. Additionally, the Sponsor purchased another subordinated class of Certificates with an aggregate value equal to 3.5% of the fair value of all Certificates issued as of the settlement date. Finally, the Sponsor also purchased, for an aggregate purchase price of $1.9 million, the Certificates entitled to excess servicing fees, while the remaining classes of Certificates were purchased by unrelated third parties.
The following table details the assets and liabilities of the consolidated securitization trusts included in the Company's Condensed Consolidated Balance Sheet as of June 30, 2020 and December 31, 2019:
(In thousands) June 30, 2020 December 31, 2019
Assets:    
Loans, at fair value $806,106
 $628,415
Real estate owned 658
 658
Investment related receivables 4,061
 10,409
Liabilities:    
Other secured borrowings, at fair value 742,688
 594,396

11. Borrowings
Secured Borrowings
The Company's secured borrowings consist of repurchase agreements, Other secured borrowings, and Other secured borrowings, at fair value. As of June 30, 2020 and December 31, 2019, the Company's total secured borrowings were $2.2 billion and $3.2 billion, respectively.
Repurchase Agreements
The Company enters into repurchase agreements. A repurchase agreement involves the sale of an asset to a counterparty together with a simultaneous agreement to repurchase the transferred asset or similar asset from such counterparty at a future date. The Company accounts for its repurchase agreements as collateralized borrowings, with the transferred assets effectively serving as collateral for the related borrowing. The Company's repurchase agreements typically range in term from 30 to 180 days, although the Company also has repurchase agreements that provide for longer or shorter terms. The principal economic terms of each repurchase agreement—such as loan amount, interest rate, and maturity date—are typically negotiated on a transaction-by-transaction basis. Other terms and conditions, such as those relating to events of default, are typically governed under the Company's master repurchase agreements. Absent an event of default, the Company maintains beneficial ownership of the transferred securities during the term of the repurchase agreement and receives the related principal and interest payments. Interest rates on these borrowings are generally fixed based on prevailing rates corresponding to the terms of the borrowings, and for most repurchase agreements, interest is generally paid at the termination of the repurchase agreement, at which time the Company may enter into a new repurchase agreement at prevailing market rates with the same counterparty,


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repay that counterparty and possibly negotiate financing terms with a different counterparty, or choose to no longer finance the related asset. Some repurchase agreements provide for periodic payments of interest, such as monthly payments. In response to a decline in the fair value of the transferred securities, whether as a result of changes in market conditions, security paydowns, or other factors, repurchase agreement counterparties will typically make a margin call, whereby the Company will be required to post additional securities and/or cash as collateral with the counterparty in order to re-establish the agreed-upon collateralization requirements. In the event of increases in fair value of the transferred securities, the Company can generally require the counterparty to post collateral with it in the form of cash or securities. The Company is generally permitted to sell or re-pledge any securities posted by the counterparty as collateral; however, upon termination of the repurchase agreement, or other circumstance in which the counterparty is no longer required to post such margin, the Company must return to the counterparty the same security that had been posted.
At any given time, the Company seeks to have its outstanding borrowings under repurchase agreements with several different counterparties in order to reduce the exposure to any single counterparty. The Company had outstanding borrowings under repurchase agreements with 25 counterparties as of June 30, 2020 as compared to 28 counterparties as of December 31, 2019.
As of June 30, 2020, remaining days to maturity on the Company's open repurchase agreements ranged from 1 day to 700 days. Interest rates on the Company's open repurchase agreements ranged from 0.27% to 7.95% as of June 30, 2020. As of December 31, 2019, remaining days to maturity on the Company's open repurchase agreements ranged from 2 days to 882 days. Interest rates on the Company's open repurchase agreements ranged from 0.15% to 5.20% as of December 31, 2019.
The following table details the Company's outstanding borrowings under repurchase agreements for Agency RMBS and credit assets (which can include non-Agency RMBS, CMBS, CLOs, consumer loans, corporate debt, residential mortgage loans, and commercial mortgage loans and REO), by remaining maturity as of June 30, 2020 and December 31, 2019:
  June 30, 2020 December 31, 2019
    Weighted Average   Weighted Average
Remaining Maturity 
Outstanding
Borrowings
 Interest Rate Remaining Days to Maturity 
Outstanding
Borrowings
 Interest Rate Remaining Days to Maturity
Agency RMBS: (In thousands)     (In thousands)    
30 Days or Less $194,313
 0.50% 19 $511,996
 2.08% 17
31-60 Days 432,451
 0.35% 45 744,387
 1.93% 47
61-90 Days 134,800
 0.35% 75 594,738
 1.96% 76
91-120 Days 1,530
 1.52% 92 10,270
 2.24% 93
151-180 Days 23,311
 0.85% 166 3,082
 2.67% 171
181-360 Days 65,209
 0.36% 340 
 % 
Total Agency RMBS 851,614
 0.40% 70 1,864,473
 1.98% 48
Credit:            
30 Days or Less 47,042
 2.33% 11 16,549
 3.38% 25
31-60 Days 65,812
 3.33% 46 104,491
 3.14% 48
61-90 Days 127,278
 3.06% 79 138,837
 3.03% 73
91-120 Days 10,626
 1.75% 91 
 % 
121-150 Days 2,708
 3.75% 141 7,460
 3.89% 123
151-180 Days 18,660
 3.54% 170 31,498
 3.87% 173
181-360 Days 129,106
 4.81% 279 186,661
 3.80% 250
> 360 Days 41,703
 2.98% 700 95,331
 4.52% 678
Total Credit Assets 442,935
 3.52% 188 580,827
 3.61% 229
Total $1,294,549
 1.47% 110 $2,445,300
 2.37% 91

Repurchase agreements involving underlying investments that the Company sold prior to period end, for settlement following period end, are shown using their original maturity dates even though such repurchase agreements may be expected to be terminated early upon settlement of the sale of the underlying investment.


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As of June 30, 2020 and December 31, 2019, the fair value of investments transferred as collateral under outstanding borrowings under repurchase agreements was $1.618 billion and $2.763 billion, respectively. Collateral transferred under outstanding borrowings under repurchase agreements as of December 31, 2019 include investments in the amount of $64.7 million, that were sold prior to period end but for which such sale had not yet settled. In addition, as of June 30, 2020 and December 31, 2019, the Company posted net cash collateral of $10.9 million and $31.0 million, respectively, as well as posting additional securities with a fair value of $30 thousand and $0.2 million, respectively, to its counterparties.
Amount at risk represents the excess, if any, for each counterparty of the fair value of collateral held by such counterparty over the amounts outstanding under repurchase agreements. As of both June 30, 2020 and December 31, 2019, there was no single counterparty for which the amount at risk relating to our repurchase agreements was greater than 10% of total equity.
Other Secured Borrowings
In February 2018, the Company entered into agreements to finance a portfolio of unsecured loans through a recourse secured borrowing facility. The facility has a term ending in February 2021. The facility accrues interest on a floating-rate basis. As of June 30, 2020 and December 31, 2019, the Company had outstanding borrowings under this facility in the amount of $12.8 million and $16.0 million, respectively, which is included under the caption Other secured borrowings, on the Company's Condensed Consolidated Balance Sheet. The effective interest rate, inclusive of related deferred financing costs, was 2.27% and 3.85% as of June 30, 2020 and December 31, 2019. As of June 30, 2020 and December 31, 2019, the fair value of unsecured loans collateralizing this borrowing was $16.9 million and $22.3 million, respectively. There are a number of covenants, including several financial covenants, associated with this borrowing; as of June 30, 2020, the Company was in compliance with all of its covenants.
In November 2019, the Company amended its non-recourse secured borrowing facility that is used to finance a portfolio of unsecured loans. The facility includes a reinvestment period ending in December 2020 (or earlier following an early amortization event), whereby the Company can vary its borrowings based on the size of its portfolio, subject to certain maximum limits. Following the reinvestment period, the facility will begin to amortize based on the collections from the underlying loans. The facility accrues interest on a floating rate basis. As of June 30, 2020 and December 2019, the Company had outstanding borrowings under this facility in the amount of $103.5 million and $102.5 million, respectively, which is included under the caption Other secured borrowings, on the Company's Condensed Consolidated Balance Sheet. The effective interest rate on this facility, inclusive of related deferred financing costs, was 2.51% and 4.01%, as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020 and December 31, 2019, the fair value of unsecured loans collateralizing this borrowing was $138.7 million and $144.1 million, respectively. There are a number of covenants, including several financial covenants, associated with this borrowing; as of June 30, 2020, the Company was in compliance with all of its covenants.
In December 2019, the Company entered into an agreement to finance a portfolio of ABS backed by consumer loans through a recourse secured borrowing facility. The facility includes a revolving borrowing period ending in June 2021 (or earlier following a trigger event), whereby the Company can vary its borrowings based on the size of its portfolio, subject to certain maximum limits. Following the revolving borrowing period, the facility amortizes, with a final termination date in June 2023. The facility accrues interest on a floating rate basis. As of June 30, 2020 and December 31, 2019, the Company had outstanding borrowings under this facility in the amount of $33.5 million and $31.8 million, respectively, which is included under the caption Other secured borrowings, on the Company's Condensed Consolidated Balance Sheet.The effective interest rate on this facility, inclusive of related deferred financing costs, was 5.15% and 5.23% as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020 and December 31, 2019, the fair value of ABS backed by consumer loans collateralizing this borrowing was $47.4 million and $47.9 million, respectively. There are a number of covenants, including several financial covenants, associated with this borrowing; as of June 30, 2020, the Company was in compliance with all of its covenants.
The Company has completed securitization transactions, as discussed in Note 10, whereby it financed portfolios of non-QM loans. As of June 30, 2020 and December 31, 2019, the fair value of the Company's outstanding liabilities associated with these securitization transactions was $742.7 million and $594.4 million, respectively, representing the fair value of the securitization trust certificates held by third parties as of such date, and is included on the Company's Condensed Consolidated Balance Sheet in Other secured borrowings, at fair value. The weighted average coupon of the Certificates held by third parties was 2.89% and 3.19% as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020 and December 31, 2019, the fair value of non-QM loans and the carrying value of REO held in the consolidated securitization trusts was $806.8 million and $629.1 million, respectively.
In March 2020, the Company entered into a participation agreement with an unrelated third-party, the "Junior Participant," whereby the Company transferred to the Junior Participant an interest in a small balance commercial mortgage loan, the "Partial Loan," (together with the Company's interest, the "Whole Commercial Loan"). The Partial Loan is


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subordinate to the interest in the loan held by the Company. In accordance with ASC 860-10, the Partial Loan transferred to the Junior Participant does not meet the definition of a participating interest and, as a result, the Company does not recognize the transfer of the Partial Loan to the Junior Participant as a sale. The Company has recorded the Whole Commercial Loan in Loans, at fair value, on the Condensed Consolidated Balance Sheet. As of June 30, 2020, the fair value of the Whole Commercial Loan was $16.9 million. The Company's liability to the Junior Participant as of June 30, 2020 was $6.3 million and is included in Other secured borrowings on the Company's Condensed Consolidated Balance Sheet. Under the terms of the participation agreement, the Junior Participant is entitled to a portion of the cashflows of the underlying commercial mortgage loan.
Unsecured Borrowings
Senior Notes
On August 18, 2017, the Company issued $86.0 million in aggregate principal amount of unsecured senior notes (the "Old Senior Notes"). The total net proceeds to the Company from the issuance of the Old Senior Notes was approximately $84.7 million, after deducting debt issuance costs. The Old Senior Notes had an interest rate of 5.25%, subject to adjustment based on changes in the ratings, if any, of the Old Senior Notes. On February 13, 2019, in connection with the REIT Election, the Company exchanged all $86.0 million in principal amount of the Old Senior Notes for new unsecured long-term debt jointly and severally co-issued by certain of its consolidated subsidiaries and fully guaranteed by the Company (the "Senior Notes"). At any time, the Company is permitted to add others of its consolidated subsidiaries as co-issuers of the Senior Notes. The Senior Notes bear interest at a rate of 5.50%, subject to adjustment based on changes, if any, in the ratings of the Senior Notes. Interest on the Senior Notes is payable semi-annually in arrears on March 1 and September 1 of each year. The Senior Notes mature on September 1, 2022. The Company may redeem the Senior Notes, at its option, in whole or in part, prior to March 1, 2022 at a price equal to 100% of the principal amount thereof, plus the applicable "make-whole" premium as of the applicable date of redemption. At any time on or after March 1, 2022, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest. The Senior Notes are carried at amortized cost. There are a number of covenants, including several financial covenants, associated with the Senior Notes. As of June 30, 2020 and December 31, 2019, the Company was in compliance with all of its covenants.
The Company amortizes debt issuance costs over the life of the associated debt; the amortized portion of debt issuance costs is included in Interest expense on the Condensed Consolidated Statement of Operations. The Senior Notes have an effective interest rate of 5.80%, inclusive of debt issuance costs.
The Senior Notes are unsecured and are effectively subordinated to secured indebtedness of the Company, to the extent of the value of the collateral securing such indebtedness.
Schedule of Principal Repayments
The following table details the Company's principal repayment schedule, over the next 5 years, for outstanding borrowings as of June 30, 2020:
Year 
Repurchase Agreements(1)
 
Other
Secured Borrowings(2)
 
Senior Notes(1)
 Total
(In thousands)        
Next Twelve Months $1,252,846
 $315,549
 $
 $1,568,395
Year 2 41,703
 195,176
 
 236,879
Year 3 
 232,742
 86,000
 318,742
Year 4 
 52,229
 
 52,229
Year 5 
 59,999
 
 59,999
Total $1,294,549
 $855,695
 $86,000
 $2,236,244
(1)Reflects the Company's contractual principal repayment dates.
(2)Includes $699.6 million of expected principal repayments related to the Company's consolidated residential mortgage loan securitizations, which are projected based upon the underlying assets' scheduled repayments and may be prior to the stated contractual maturities.
12. Income Taxes
The Company believes that, commencing on January 1, 2019, it was organized in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws and that its manner of operation enables it to meet the requirements for qualification and taxation as a REIT. A REIT is generally not subject to U.S. federal, state, and local


63


income tax on the portion of its income that is distributed to its owners if it distributes at least 90% of its REIT taxable income within the prescribed time frames, determined without regard to the deduction for dividends paid and excluding any net capital gains. The Company intends to operate in a manner which will allow it to continue to meet the requirements for qualification as a REIT. Accordingly, Ellington Financial Inc. does not believe that it will be subject to U.S. federal, state, and local income tax on the portion of its net taxable income that is distributed to its stockholders as long as certain asset, income, and share ownership tests are met.
Certain foreign and domestic subsidiaries of the Company have elected to be treated as TRSs and therefore are taxed as corporations for U.S. federal, state, and local income tax purposes. To the extent that those entities incur U.S. federal, state, or local income taxes, or foreign income taxes, such taxes are recorded in the Company's condensed consolidated financial statements.
In response to the negative economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act, or the "CARES Act," was signed into law on March 27, 2020, and provided for significant stimulus spending and included numerous tax provisions. As of June 30, 2020, there was no material impact on the Company's tax provision as a result of the CARES Act, however the Company continues to monitor and evaluate the impact of the CARES Act and other COVID-19-related legislation.
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred income taxes reflect the net tax effects of temporary differences that may exist between the carrying amounts of assets and liabilities under U.S. GAAP and the carrying amounts used for income tax purposes. For the three-month periods ended June 30, 2020 and 2019, the Company recorded an income tax expense of $1.5 million and $0.4 million, respectively. For the six-month periods ended June 30, 2020 and 2019, the Company recorded an income tax expense of $1.0 million and $0.4 million, respectively.
13. Related Party Transactions
The Company is party to the Management Agreement (which may be amended from time to time), pursuant to which the Manager manages the assets, operations, and affairs of the Company, in consideration of which the Company pays the Manager management and incentive fees. The descriptions of the Base Management Fees and Incentive Fees are detailed below.
Base Management Fees
The Operating Partnership pays the Manager 1.50% per annum of total equity of the Operating Partnership calculated in accordance with U.S. GAAP as of the end of each fiscal quarter (before deductions for base management fees and incentive fees payable with respect to such fiscal quarter), provided that total equity is adjusted to exclude one-time events pursuant to changes in U.S. GAAP, as well as non-cash charges after discussion between the Manager and the Company's independent directors, and approval by a majority of the Company's independent directors in the case of non-cash charges.
Pursuant to the Management Agreement, if the Company invests at issuance in the equity of any collateralized debt obligation that is managed, structured, or originated by Ellington or one of its affiliates, or if the Company invests in any other investment fund or other investment for which Ellington or one of its affiliates receives management, origination, or structuring fees, then, unless agreed otherwise by a majority of the Company's independent directors, the base management and incentive fees payable by the Company to its Manager will be reduced by an amount equal to the applicable portion (as described in the Management Agreement) of any such management, origination, or structuring fees.
For the three-month period ended June 30, 2020, the total base management fee incurred was $2.9 million, consisting of $3.0 million of total gross base management fee incurred, less $0.1 million of management fee rebates. For the three-month period ended June 30, 2019, the total base management fee incurred was $1.7 million, consisting of $2.2 million of total gross base management fee incurred, less $0.5 million of management fee rebates. For the six-month period ended June 30, 2020, the total base management fee incurred was $5.3 million, consisting of $6.0 million of total gross base management fee incurred, less $0.7 million of management fee rebates. For the six-month period ended June 30, 2019, the total base management fee incurred was $3.4 million consisting of $4.4 million of total gross base management fee incurred, less $1.0 million of management fee rebates. See "—Participation in CLO Transactions" below for details on management fee rebates.
Incentive Fees
The Manager is entitled to receive a quarterly incentive fee equal to the positive excess, if any, of (i) the product of (A) 25% and (B) the excess of (1) Adjusted Net Income (described below) for the Incentive Calculation Period (which means such fiscal quarter and the immediately preceding three fiscal quarters) over (2) the sum of the Hurdle Amounts (described below) for the Incentive Calculation Period, over (ii) the sum of the incentive fees already paid or payable for each fiscal quarter in the Incentive Calculation Period preceding such fiscal quarter.


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For purposes of calculating the incentive fee, "Adjusted Net Income" for the Incentive Calculation Period means the net increase in equity from operations of the Operating Partnership, after all base management fees but before any incentive fees for such period, and excluding any non-cash equity compensation expenses for such period, as reduced by any Loss Carryforward (as described below) as of the end of the fiscal quarter preceding the Incentive Calculation Period.
For purposes of calculating the incentive fee, the "Loss Carryforward" as of the end of any fiscal quarter is calculated by determining the excess, if any, of (1) the Loss Carryforward as of the end of the immediately preceding fiscal quarter over (2) the Company's net increase in equity from operations (expressed as a positive number) or net decrease in equity from operations (expressed as a negative number) of the Operating Partnership for such fiscal quarter. As of June 30, 2020, there was a Loss Carryforward of $93.3 million. There was 0 Loss Carryforward as of December 31, 2019.
For purposes of calculating the incentive fee, the "Hurdle Amount" means, with respect to any fiscal quarter, the product of (i) one-fourth of the greater of (A) 9% and (B) 3% plus the 10-year U.S. Treasury rate for such fiscal quarter, (ii) the sum of (A) the weighted average gross proceeds per share of all common stock and OP Unit issuances since inception of the Company and up to the end of such fiscal quarter, with each issuance weighted by both the number of shares of common stock and OP Units issued in such issuance and the number of days that such issued shares of common stock and OP Units were outstanding during such fiscal quarter, using a first-in first-out basis of accounting (i.e. attributing any share of common stock and OP Unit repurchases to the earliest issuances first) and (B) the result obtained by dividing (I) retained earnings attributable to shares of common stock and OP Units at the beginning of such fiscal quarter by (II) the average number of shares of common stock and OP Units outstanding for each day during such fiscal quarter, (iii) the sum of (x) the average number of shares of common stock and long term incentive plan units of the Company outstanding for each day during such fiscal quarter, and (y) the average number of Convertible Non-controlling Interests outstanding for each day during such fiscal quarter. For purposes of determining the Hurdle Amount, issuances of common stock, and Convertible Non-controlling Interests (a) as equity incentive awards, (b) to the Manager as part of its base management fee or incentive fee and (c) to the Manager or any of its affiliates in privately negotiated transactions, are excluded from the calculation. The payment of the incentive fee will be in a combination of shares of common stock and cash, provided that at least 10% of any quarterly payment will be made in shares of common stock.
The Company did not accrue an incentive fee for any of the three- or six-month periods ended June 30, 2020 and 2019, since on a rolling four quarter basis, the Company's income did not exceed the prescribed hurdle amount.
Termination Fees
The Management Agreement requires the Company to pay a termination fee to the Manager in the event of (1) the Company's termination or non-renewal of the Management Agreement without cause or (2) the Company's termination of the Management Agreement based on unsatisfactory performance by the Manager that is materially detrimental to the Company or (3) the Manager's termination of the Management Agreement upon a default by the Company in the performance of any material term of the Management Agreement. Such termination fee will be equal to the amount of three times the sum of (i) the average annual quarterly base management fee amounts paid or payable with respect to the 2 12-month periods ending on the last day of the latest fiscal quarter completed on or prior to the date of the notice of termination or non-renewal and (ii) the average annual quarterly incentive fee amounts paid or payable with respect to the 2 12-month periods ending on the last day of the latest fiscal quarter completed on or prior to the date of the notice of termination or non-renewal.
Expense Reimbursement
Under the terms of the Management Agreement the Company is required to reimburse the Manager for operating expenses related to the Company that are incurred by the Manager, including expenses relating to legal, accounting, due diligence, other services, and all other costs and expenses. The Company's reimbursement obligation is not subject to any dollar limitation. Expenses will be reimbursed in cash within 60 days following delivery of the expense statement by the Manager; provided, however, that such reimbursement may be offset by the Manager against amounts due to the Company from the Manager. The Company will not reimburse the Manager for the salaries and other compensation of the Manager's personnel except that the Company will be responsible for expenses incurred by the Manager in employing certain dedicated or partially dedicated personnel as further described below.
The Company reimburses the Manager for the allocable share of the compensation, including, without limitation, wages, salaries, and employee benefits paid or reimbursed, as approved by the Compensation Committee of the Board of Directors to certain dedicated or partially dedicated personnel who spend all or a portion of their time managing the Company's affairs, based upon the percentage of time devoted by such personnel to the Company's affairs. In their capacities as officers or personnel of the Manager or its affiliates, such personnel will devote such portion of their time to the Company's affairs as is necessary to enable the Company to operate its business.


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For the six-month periods ended June 30, 2020 and 2019, the Company reimbursed the Manager $5.8 million and $6.0 million, respectively, for previously incurred operating expenses. As of June 30, 2020 and December 31, 2019, the outstanding payable to the Manager for operating expenses was $1.7 million and $2.0 million, respectively, which are included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet.
Transactions Involving Certain Loan Originators
As of June 30, 2020 and December 31, 2019, the loan originators in which the Company holds equity investments represent related parties. Transactions that have been entered into with these related party mortgage originators are summarized below.
The Company is a party to a mortgage loan purchase and sale flow agreement, with a mortgage originator in which the Company holds an investment in common stock, whereby the Company purchases residential mortgage loans that satisfy certain specified criteria. The Company has also provided a $5.0 million line of credit to the mortgage originator. Under the terms of this line of credit, the Company has agreed to make advances to the mortgage originator solely for the purpose of funding specifically identified residential mortgage loans designated for sale to the Company. To the extent the advances are drawn by the mortgage originator, it must pay interest, at a rate of 15% per annum, on the outstanding balance of each advance from the date the advance is made until such advance is repaid in full. The mortgage originator is required to repay advances in full no later than two business days following the date that the Company purchases the related residential mortgage loans from the mortgage originator. As of both June 30, 2020 and December 31, 2019, there were 0 advances outstanding. The Company has also entered into two agreements whereby it guarantees the performance of such mortgage originator under third-party master repurchase agreements. See Note 21, Commitments and Contingencies, for further information on the Company's guarantees of the third-party borrowing arrangements.
The Company, through a related party of Ellington, or the "Loan Purchaser," is a party to a consumer loan purchase and sale flow agreement with a consumer loan originator in which the Company holds an investment in preferred stock and warrants to purchase additional preferred stock, whereby the Loan Purchaser purchases consumer loans that satisfy certain specified criteria. The Company has investments in participation certificates related to consumer loans titled in the name of the Loan Purchaser. Through its participation certificates, the Company has beneficial interests in the loan cash flows, net of servicing-related fees and expenses. The total fair value of the Company's participation certificates was $47.4 million and $47.9 million as of June 30, 2020 and December 31, 2019, respectively.
In May 2019 the Company entered into a note purchase agreement whereby it agreed to lend up to $5.0 million to a mortgage originator ("the Initial Note") in which the Company also holds an equity investment. The Initial Note carried an interest rate of 15% per annum on the outstanding balance. In July and December 2019, the Company amended the note purchase agreement whereby it agreed to lend an additional $5.0 million and $2.5 million, respectively, (the "Additional Notes") to the mortgage originator. The Additional Notes each carried an interest rate of 18% per annum. As of December 31, 2019, the aggregate outstanding balance on the Initial Note and the Additional Notes was $12.5 million. In January 2020, the Initial Note and the Additional Notes were repaid. The Initial Note and the Additional Notes are classified as Corporate loans and included in Loans, at fair value on the Condensed Consolidated Balance Sheet.
Consumer, Residential, and Commercial Loan Transactions with Affiliates
The Company purchases certain of its consumer loans through an affiliate, or the "Purchasing Entity." The Purchasing Entity has entered into purchase agreements, open-ended in duration, with third party consumer loan originators whereby it has agreed to purchase eligible consumer loans. The amount of loans purchased under these purchase agreements is dependent on, among other factors, the amount of loans originated in any given period by the selling originators. The Company and other affiliates of Ellington have entered into agreements with the Purchasing Entity whereby the Company and each of the affiliates of Ellington have agreed to purchase their allocated portion (subject to monthly determination based on available capital and other factors) of the eligible loans acquired by the Purchasing Entity under each purchase agreement. Immediately after the Purchasing Entity purchases beneficial interests in the loans, the Company and other affiliates of Ellington purchase such beneficial interests from the Purchasing Entity, at the same price paid by the Purchasing Entity. During the six-month periods ended June 30, 2020 and 2019, the Company purchased loans under these agreements with an aggregate principal balance of $60.2 million and $51.5 million, respectively. As of June 30, 2020 and December 31, 2019, the estimated remaining contingent purchase obligations of the Company under these purchase agreements was approximately $103.3 million and $287.1 million, respectively, in principal balance.
The Company's beneficial interests in the consumer loans purchased through the Purchasing Entity are evidenced by participation certificates issued by trusts that hold legal title to the loans. These trusts are owned by a related party of Ellington and were established to hold such loans. Through its participation certificates, the Company participates in the cash flows of the underlying loans held by each trust. The total amount of consumer loans underlying the Company's participation certificates


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and held in the related party trusts was $165.6 million and $185.4 million as of June 30, 2020 and December 31, 2019, respectively.
The Company has beneficial interests in residential mortgage loans and REO held in a trust owned by a related party of Ellington. Through these beneficial interests, the Company participates in the cash flows of the underlying loans held by such trust. The total amount of residential mortgage loans and REO underlying the Company's beneficial interests and held in the related party trust was $143.8 million and $304.8 million as of June 30, 2020 and December 31, 2019, respectively.
The Company is a co-investor in certain small balance commercial mortgage loans with several other investors, including an unrelated third party and various affiliates of Ellington. These loans are beneficially owned by a consolidated subsidiary of the Company. As of June 30, 2020 and December 31, 2019, the aggregate fair value of the small balance commercial loans was $33.0 million and $29.5 million, respectively. As of June 30, 2020, the non-controlling interests held by the unrelated third party and the Ellington affiliates were $4.1 million and $8.8 million, respectively. As of December 31, 2019, the non-controlling interests held by the unrelated third party and the Ellington affiliates were $3.6 million and $7.0 million, respectively. As of December 31, 2019, the Company had a payable to an Ellington affiliate in the amount of $0.7 million, which is included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. The Company did not have any payables to or receivables from the Ellington affiliates as of June 30, 2020.
The Company is also a co-investor in certain small balance commercial mortgage loans and REO with other investors, including various unrelated third parties and various affiliates of Ellington. Each co-investor in a particular loan has an interest in the limited liability company that owns such loan or REO. As of June 30, 2020 and December 31, 2019, the aggregate fair value of the Company's investments in the jointly owned limited liability companies was approximately $19.9 million and $17.3 million, respectively. Such investments are included in Investments in unconsolidated entities, on the Condensed Consolidated Balance Sheet.
The consumer, residential mortgage, and certain commercial mortgage loans that are the subject of the foregoing loan transactions are held in trusts, each of which the Company has determined to be a VIE. The Company has evaluated each of these VIEs and determined that the Company has the power to direct the activities of each VIE that most significantly impact such VIE's economic performance and the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result the Company has determined it is the primary beneficiary of each of these VIEs and has consolidated each VIE.
Equity Investment in Unconsolidated Entity
The Company was a co-investor, together with other affiliates of Ellington, in Jepson Holdings Limited, the parent of an entity (the "Right Holder Entity") that held a call right (the "Call Right") to a European mortgage loan securitization (the "Initial Securitization"). The Right Holder Entity issued notes (the "Right Holder Notes") to the Company and its affiliates, and to an unrelated third party.
In March 2019, the Right Holder Entity assigned the Call Right to a newly formed entity, which exercised the Call Right and re-securitized the underlying European mortgage loan assets of the Initial Securitization through a new securitization trust (the "New Securitization"). In exchange for assigning the Call Right, the Right Holder Entity received a combination of (i) cash and (ii) certain notes issued by the New Securitization (the "New Securitization Notes"). The Right Holder Entity fully repaid the unrelated third party's Right Holder Note with a combination of cash and New Securitization Notes. The Right Holder Notes held by the Company and its affiliates were also fully repaid with cash and New Securitization Notes. Certain of the New Securitization Notes were distributed to the Company and its affiliates on a pro rata basis. The Right Holder Entity is expected to continue to hold certain of the New Securitization Notes in order to comply with European risk retention rules. As of June 30, 2020 and December 31, 2019, the Company's equity investment in Jepson Holdings Limited had a fair value of $1.3 million and $1.9 million, respectively. See Note 6 for additional details on this equity investment.
Participation in Multi-Borrower Financing Facilities
The Company is a co-participant with certain other entities managed by Ellington or its affiliates (the "Affiliated Entities") in various entities (each, a "Joint Entity"), which were formed in order to facilitate the financing of small balance commercial mortgage loans, residential mortgage loans, and REO (collectively, the "Mortgage Loan and REO Assets"), through repurchase agreements. Each Joint Entity has a master repurchase agreement with a particular financing counterparty.
In connection with the financing of the Mortgage Loan and REO Assets under repurchase agreements, each of the Company and the Affiliated Entities transferred certain of their respective Mortgage Loan and REO Assets to one of the Joint Entities in exchange for its pro rata share of the financing proceeds that the respective Joint Entity received from the financing counterparty. While the Company's Mortgage Loan and REO Assets were transferred to the Joint Entity, the Company's


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Mortgage Loan and REO Assets and the related debt were not derecognized for financial reporting purposes, in accordance with ASC 860-10, because the Company continued to retain the risks and rewards of ownership of its Mortgage Loan and REO Assets. As of June 30, 2020 and December 31, 2019, the Joint Entities had aggregate outstanding issued debt under the repurchase agreements in the amount of $297.0 million and $350.6 million, respectively. The Company's segregated portion of this debt as of June 30, 2020 and December 31, 2019 was $149.0 million and $174.4 million, respectively, and is included under the caption Repurchase agreements on the Company's Condensed Consolidated Balance Sheet. To the extent that there is a default under the repurchase agreements, all of the assets of each respective Joint Entity, including those beneficially owned by any non-defaulting owners of such Joint Entity, could be used to satisfy the outstanding obligations under such repurchase agreement. As of June 30, 2020 and December 31, 2019, no party to any of the repurchase agreements was in default.
Each of the Joint Entities has been determined to be a VIE. The Company has evaluated each of these VIEs and determined that it continued to retain the risks and rewards of ownership of certain of the Mortgage Loan and REO Assets, where such Mortgage Loan and REO Assets and the related debt are segregated for the Company and each of the Affiliated Entities. On account of the segregation of certain of each co-participant's assets and liabilities within each of the Joint Entities, as well as the retention by each co-participant of control over its segregated Mortgage Loan and REO Assets within the Joint Entities, the Company has determined that it is the primary beneficiary of, and has consolidated its segregated portion of assets and liabilities within, each of the Joint Entities. See Note 9 and Note 11 for additional information.
Participation in CLO Transactions
As discussed in Note 10, the Company participated in a number of CLO securitization transactions, all managed by the CLO Manager.
The CLO Manager is entitled to receive management and incentive fees in accordance with the respective management agreements between the CLO Manager and the respective CLO Issuers. In accordance with the Management Agreement, the Manager rebates to the Company the portion of the management fees payable by each CLO Issuer to the CLO Manager that are allocable to the Company's participating interest in the unsecured subordinated notes issued by such CLO Issuer. For the three-month periods ended June 30, 2020 and 2019, the amount of such management fee rebates was $0.1 million and $0.5 million, respectively. For the six-month periods ended June 30, 2020 and 2019, the amount of such management fee rebates was $0.7 million and $1.0 million, respectively.
In addition, from time to time, the Company along with various other affiliates of Ellington, and in certain cases various third parties, advance funds in the form of loans ("Initial Funding Loans") to securitization vehicles to enable them to establish warehouse facilities for the purpose of acquiring the assets to be securitized. Pursuant to the terms of the warehouse facilities and the Initial Funding Loans, the applicable securitization trust is required, at the closing of each respective CLO securitization, first to repay the warehouse facility, then to repay the Initial Funding Loans, and then to distribute interest earned, net of any necessary reserves and/or interest expense, and the aggregate realized or unrealized gains, if any, on assets purchased into the warehouse facility. In the event that such CLO securitization fails to close, the assets held by the respective securitization vehicle would, subject to a cure period, be liquidated. As of June 30, 2020 and December 31, 2019, the Company's investments in such warehouse facilities was $5.0 million and $8.1 million, respectively, which are included on the Condensed Consolidated Balance Sheet in Investments in unconsolidated entities.
During the six-month period ended June 30, 2020, the Company purchased various underperforming corporate equity securities from certain of the Ellington-sponsored CLO Securitizations at market prices determined through the procedures set forth in the indentures of the respective Ellington-sponsored CLO Securitization. The total amount of such equity securities purchased during the six-month period ended June 30, 2020 was $1.6 million.
14. Long-Term Incentive Plan Units
OP LTIP Units subject to the Company's incentive plans are generally exercisable by the holder at any time after vesting. Each OP LTIP Unit is convertible into an OP Unit on a one-for-one basis. Subject to certain conditions, the OP Units are redeemable by the holder for an equivalent number of shares of common stock of the Company or for the cash value of such shares of common stock, at the Company's election. Costs associated with the OP LTIP Units issued under the Company's incentive plans are measured as of the grant date and expensed ratably over the vesting period. Total expense associated with OP LTIP Units issued under the Company's incentive plans for the three-month periods ended June 30, 2020 and 2019 was $0.2 million and $0.1 million, respectively. Total expense associated with OP LTIP Units issued under the Company's incentive plans for the six-month periods ended June 30, 2020 and 2019 was $0.3 million and $0.2 million, respectively.
On March 4, 2020, the Company's Board of Directors authorized the issuance of 14,811 OP LTIP Units to certain of Ellington's personnel dedicated to the Company pursuant to the Company's 2017 Equity Incentive Plan.


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The below table details unvested OP LTIP Units as of June 30, 2020:
Grant Recipient Number of OP LTIP Units Granted Grant Date 
Vesting Date(1)
Directors:      
  14,552
 
September 11, 2019
 
September 10, 2020
Dedicated or partially dedicated personnel:      
  12,818
 
December 13, 2019
 
December 13, 2020
  10,067
 
December 13, 2019
 
December 13, 2021
  8,691
 
December 11, 2018
 
December 11, 2020
  4,977
 
March 4, 2020
 
December 31, 2020
  9,834
 
March 4, 2020
 
December 31, 2021
Total unvested OP LTIP Units at June 30, 2020 60,939
    
(1)Date at which such OP LTIP Units will vest and become non-forfeitable.
The following tables summarize issuance and exercise activity of OP LTIP Units for the three- and six-month periods ended June 30, 2020 and 2019:
  Three-Month Period Ended
  June 30, 2020 June 30, 2019
  Manager 
Director/
Employee
 Total Manager 
Director/
Employee
 Total
OP LTIP Units Outstanding (March 31, 2020 and 2019, respectively) 365,518
 195,009
 560,527
 375,000
 146,371
 521,371
Granted ��
 
 
 
 
 
Exercised 
 
 
 
 
 
OP LTIP Units Outstanding (June 30, 2020 and 2019, respectively) 365,518
 195,009
 560,527
 375,000
 146,371
 521,371
OP LTIP Units Unvested and Outstanding (June 30, 2020 and 2019, respectively) 
 60,939
 60,939
 
 37,709
 37,709
OP LTIP Units Vested and Outstanding (June 30, 2020 and 2019, respectively) 365,518
 134,070
 499,588
 375,000
 108,662
 483,662
  Six-Month Period Ended
  June 30, 2020 June 30, 2019
  Manager 
Director/
Employee
 Total Manager 
Director/
Employee
 Total
OP LTIP Units Outstanding (December 31, 2019 and January 1, 2019, respectively) 365,518
 180,198
 545,716
 375,000
 146,371
 521,371
Granted 
 14,811
 14,811
 
 
 
Exercised 
 
 
 
 
 
OP LTIP Units Outstanding (June 30, 2020 and 2019, respectively) 365,518
 195,009
 560,527
 375,000
 146,371
 521,371
OP LTIP Units Unvested and Outstanding (June 30, 2020 and 2019, respectively) 
 60,939
 60,939
 
 37,709
 37,709
OP LTIP Units Vested and Outstanding (June 30, 2020 and 2019, respectively) 365,518
 134,070
 499,588
 375,000
 108,662
 483,662

There were an aggregate of 1,816,861 and 1,832,309 shares of common stock of the Company underlying awards, including OP LTIP Units, available for future issuance under the Company's 2017 Equity Incentive Plan as of June 30, 2020 and December 31, 2019, respectively.


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15. Non-controlling Interests
Operating Partnership
Non-controlling interests include the Convertible Non-controlling Interests in the Operating Partnership owned by an affiliate of our Manager, our directors, and certain current and former Ellington employees and their related parties. On December 31, 2018, the Company redeemed 503,988 outstanding long term incentive plan units of the Company and exchanged them on a one-for-one basis for OP LTIP Units. Income allocated to Convertible Non-controlling Interests is based on the non-controlling interest owners' ownership percentage of the Operating Partnership during the period, calculated using a daily weighted average of all shares of common stock of the Company and Convertible Non-controlling Interests outstanding during the period. Holders of Convertible Non-controlling Interests are entitled to receive the same distributions that holders of shares of common stock of the Company receive. Convertible Non-controlling Interests are non-voting with respect to matters as to which holders of common stock of the Company are entitled to vote.
On March 2, 2020, certain related parties of current Ellington employees converted 129,516 OP Units into shares of common stock.
As June 30, 2020, the Convertible Non-controlling Interests consisted of the outstanding 560,527 OP LTIP Units and 48,409 OP Units, and represented an interest of approximately 1.2% in the Operating Partnership. As December 31, 2019, the Convertible Non-controlling Interests consisted of the outstanding 545,716 OP LTIP Units and 177,925 OP Units, and represented an interest of approximately 1.6% in the Operating Partnership. As of June 30, 2020 and December 31, 2019, non-controlling interests related to all outstanding Convertible Non-controlling Interests was $9.6 million and $13.4 million, respectively.
Joint Venture Interests
Non-controlling interests also include the interests of joint venture partners in various consolidated subsidiaries of the Company. These subsidiaries hold the Company's investments in certain commercial mortgage loans and REO. The joint venture partners participate in the income, expense, gains and losses of such subsidiaries as set forth in the related operating agreements of the subsidiaries. The joint venture partners make capital contributions to the subsidiaries as new approved investments are purchased by the subsidiaries, and are generally entitled to distributions when investments are sold or otherwise disposed of. As of June 30, 2020 and December 31, 2019, the joint venture partners' interests in subsidiaries of the Company were $27.2 million and $25.9 million, respectively.
The joint venture partners' interests are not convertible into shares of common stock of the Company or OP Units, nor are the joint venture partners entitled to receive distributions that holders of shares of common stock of the Company receive.
16. Equity
Preferred Stock
The Company has authorized 100,000,000 shares of preferred stock, $0.001 par value per share. As of both June 30, 2020 and December 31, 2019, there were 4,600,000 shares of 6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.001 par value per share ("Series A Preferred Stock") outstanding.
The Company's Series A Preferred Stock ranks senior to its common stock and Convertible Non-controlling Interests with respect to the payment of dividends and the distribution of assets upon a voluntary or involuntary liquidation, dissolution or winding up of the Company. Additionally, the Company's Series A Preferred Stock has no stated maturity and is not subject to any sinking fund or mandatory redemption. The Series A Preferred Stock is not redeemable by the Company prior to October 30, 2024, except under circumstances where it is necessary to allow the Company to qualify and maintain its qualification as a REIT for U.S. federal income tax purposes and except in certain instances upon the occurrence of a change of control. Holders of the Company's Series A Preferred Stock generally do not have any voting rights.
Holders of the Series A Preferred Stock are entitled to receive cumulative cash dividends (i) from and including the original issue date to, but excluding, October 30, 2024, at a fixed rate equal to 6.750% per annum of the $25.00 per share liquidation preference and (ii) from and including October 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.196% per annum of the $25.00 per share liquidation preference. Dividends are payable quarterly in arrears on or about the 30th day of each January, April, July, and October, commencing with the first dividend payment on January 30, 2020, which the Board of Directors declared in December 2019. As of June 30, 2020 and December 31, 2019, the total amount of cumulative preferred dividends in arrears was $1.3 million and $1.5 million, respectively.


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Common Stock
The Company has authorized 100,000,000 shares of common stock, $0.001 par value per share. The Board of Directors may authorize the issuance of additional shares, subject to the approval of the holders of at least a majority of the shares of common stock then outstanding present in person or represented by proxy at a meeting of the stockholders. As of June 30, 2020 and December 31, 2019, there were 43,779,924 and 38,647,943, respectively, shares of common stock outstanding.
On January 24, 2020, the Company completed a follow-on offering of 5,290,000 shares of its common stock, of which 690,000 shares were issued pursuant to the exercise of the underwriters' option. The issuance and sale of the 5,290,000 shares of common stock generated net proceeds, after underwriters' discount and offering costs, of $95.3 million.
The following table summarizes issuance, repurchase, and other activity with respect to the Company's common stock for the three-month periods ended June 30, 2020 and 2019:
  Three-Month Period Ended Six-Month Period Ended
  June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Shares of Common Stock Outstanding
(3/31/2020, 3/31/2019, 12/31/2019 and 1/1/2019, respectively)
 43,779,924
 29,745,776
 38,647,943
 29,796,601
Share Activity:        
Shares of common stock issued 
 
 5,290,000
 
Shares of common stock issued in connection with incentive fee payment 
 
 637
 
Shares of common stock repurchased 
 
 (288,172) (50,825)
OP Units exercised 
 
 129,516
 
Shares of Common Stock Outstanding
(6/30/2020, 6/30/2019, 6/30/2020, 6/30/2019, respectively)
 43,779,924
 29,745,776
 43,779,924
 29,745,776

If all Convertible Non-controlling Interests that have been previously issued were to become fully vested and exchanged for shares of common stock as of June 30, 2020 and December 31, 2019, the Company's issued and outstanding shares of common stock would increase to 44,388,860 and 39,371,584 shares, respectively.
On June 13, 2018, the Board of Directors approved the adoption of a share repurchase program under which the Company is authorized to repurchase up to 1.55 million shares of common stock. The program, which is open-ended in duration, allows the Company to make repurchases from time to time on the open market or in negotiated transactions, including under Rule 10b5-1 plans. Repurchases are at the Company's discretion, subject to applicable law, share availability, price and financial performance, among other considerations. During the three-month periods ended June 30, 2020 and 2019, the Company did not repurchase any shares. During the six-month period ended June 30, 2020, the Company repurchased 288,172 shares at an average price per share of $10.53 and a total cost of $3.0 million. During the six-month period ended June 30, 2019, the Company repurchased 50,825 shares at an average price per share of $15.39 and a total cost of $0.8 million. From inception of the current repurchase plan through June 30, 2020, the Company repurchased 700,087 shares at an average price per share of $13.36 and a total cost of $9.4 million.


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17. Earnings Per Share
The components of the computation of basic and diluted EPS are as follows:
  
Three-Month
Period Ended
 
Six-Month
Period Ended
(In thousands except share amounts) June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Net income (loss) attributable to common stockholders $37,278
 $12,644
 $(92,120) $28,052
Add: Net income (loss) attributable to Convertible Non-controlling Interests(1)
 519
 312
 (1,563) 692
Net income (loss) attributable to common stockholders and Convertible Non-controlling Interests 37,797
 12,956
 (93,683) 28,744
Dividends Paid:        
Common stockholders (10,945) (12,493) (30,693) (28,853)
Convertible Non-controlling Interests (152) (308) (461) (712)
Total dividends paid to common stockholders and Convertible Non-controlling Interests (11,097) (12,801) (31,154) (29,565)
Undistributed (Distributed in excess of) earnings:        
Common stockholders 26,333
 151
 (122,813) (801)
Convertible Non-controlling Interests 367
 4
 (2,024) (20)
Total undistributed (distributed in excess of) earnings attributable to common stockholders and Convertible Non-controlling Interests $26,700
 $155
 $(124,837) $(821)
Weighted average shares outstanding (basic and diluted):        
Weighted average shares of common stock outstanding 43,779,924
 29,745,776
 43,189,031
 29,746,652
Weighted average Convertible Non-controlling Interest Units outstanding 608,936
 733,371
 647,218
 733,371
Weighted average shares of common stock and Convertible Non-controlling Interest Units outstanding 44,388,860
 30,479,147
 43,836,249
 30,480,023
Basic earnings per share of common stock and Convertible Non-controlling Interest Unit:        
Distributed $0.25
 $0.42
 $0.70
 $0.97
Undistributed (Distributed in excess of) 0.60
 0.01
 (2.83) (0.03)
  $0.85
 $0.43
 $(2.13) $0.94
Diluted earnings per share of common stock and Convertible Non-controlling Interest Unit:        
Distributed $0.25
 $0.42
 $0.70
 $0.97
Undistributed (Distributed in excess of) 0.60
 0.01
 (2.83) (0.03)
  $0.85
 $0.43
 $(2.13) $0.94
(1)For each of the three-month periods ended June 30, 2020 and 2019, excludes net income (loss) of $0.7 million, attributable to joint venture partners, which have non-participating interests as described in Note 15. For the six-month periods ended June 30, 2020 and 2019, excludes net income (loss) of $1.9 million and $1.4 million, respectively, attributable to joint venture partners, which have non-participating interests as described in Note 15.
18. Restricted Cash
The Company is required to maintain a specific cash balance in a segregated account pursuant to a flow consumer loan purchase and sale agreement. As of both June 30, 2020 and December 31, 2019, the Company's restricted cash balance related to the flow consumer loan purchase and sale agreement was $0.2 million.
19. Offsetting of Assets and Liabilities
The Company generally records financial instruments at fair value as described in Note 2. Financial instruments are generally recorded on a gross basis on the Condensed Consolidated Balance Sheet. In connection with the vast majority of its derivative, reverse repurchase and repurchase agreements, and the related trading agreements, the Company and its counterparties are required to pledge collateral. Cash or other collateral is exchanged as required with each of the Company's counterparties in connection with open derivative positions, and reverse repurchase and repurchase agreements.


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The following tables present information about certain assets and liabilities representing financial instruments as of June 30, 2020 and December 31, 2019. The Company has not entered into master netting agreements with any of its counterparties. Certain of the Company's reverse repurchase and repurchase agreements and financial derivative transactions are governed by underlying agreements that generally provide a right of net settlement, as well as a right of offset in the event of default or in the event of a bankruptcy of either party to the transaction.
June 30, 2020:
Description 
Amount of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheet(1)
 Financial Instruments Available for Offset 
Financial Instruments Transferred or Pledged as Collateral(2)(3)
 
Cash Collateral (Received) Pledged(2)(3)
 Net Amount
(In thousands)          
Assets          
Financial derivatives–assets $27,186
 $(16,322) $
 $(5,578) $5,286
Reverse repurchase agreements 31,427
 (31,427) 
 
 
Liabilities          
Financial derivatives–liabilities (34,863) 16,322
 
 18,533
 (8)
Repurchase agreements (1,294,549) 1,294,549
 (10,944) 10,944
 
(1)In the Company's Condensed Consolidated Balance Sheet, all balances associated with repurchase agreements, reverse repurchase agreements, and financial derivatives are presented on a gross basis.
(2)For the purpose of this presentation, for each row the total amount of financial instruments transferred or pledged and cash collateral (received) or pledged may not exceed the applicable gross amount of assets or (liabilities) as presented here. Therefore, the Company has reduced the amount of financial instruments transferred or pledged as collateral related to the Company's repurchase agreements and cash collateral pledged on the Company's financial derivative liabilities. Total financial instruments transferred or pledged as collateral on the Company's repurchase agreements as of June 30, 2020 was $1.6 billion. As of June 30, 2020, total cash collateral on financial derivative assets and liabilities excludes excess net cash collateral pledged (received) of $3.6 million and $10.8 million, respectively.
(3)When collateral is pledged to or pledged by a counterparty, it is often pledged or posted with respect to all positions with such counterparty, and in such cases such collateral cannot be specifically identified as relating to a particular asset or liability. As a result, in preparing the above tables, the Company has made assumptions in allocating pledged or posted collateral among the various rows.
December 31, 2019:
Description 
Amount of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheet(1)
 Financial Instruments Available for Offset 
Financial Instruments Transferred or Pledged as Collateral(2)(3)
 
Cash Collateral (Received) Pledged(2)(3)
 Net Amount
(In thousands)          
Assets          
Financial derivatives–assets $16,788
 $(12,755) $
 $(807) $3,226
Reverse repurchase agreements 73,639
 (73,639) 
 
 
Liabilities          
Financial derivatives–liabilities (27,621) 12,755
 
 12,233
 (2,633)
Repurchase agreements (2,445,300) 73,639
 2,340,656
 31,005
 
(1)In the Company's Condensed Consolidated Balance Sheet, all balances associated with repurchase agreements, reverse repurchase agreements, and financial derivatives are presented on a gross basis.
(2)For the purpose of this presentation, for each row the total amount of financial instruments transferred or pledged and cash collateral (received) or pledged may not exceed the applicable gross amount of assets or (liabilities) as presented here. Therefore, the Company has reduced the amount of financial instruments transferred or pledged as collateral related to the Company's repurchase agreements and cash collateral pledged on the Company's financial derivative liabilities. Total financial instruments transferred or pledged as collateral on the Company's repurchase agreements as of December 31, 2019 was $2.8 billion. As of December 31, 2019, total cash collateral on financial derivative assets and liabilities excludes excess net cash collateral pledged of $4.3 million and $23.4 million, respectively.
(3)When collateral is pledged to or pledged by a counterparty, it is often pledged or posted with respect to all positions with such counterparty, and in such cases such collateral cannot be specifically identified as relating to a particular asset or liability. As a result, in preparing the above tables, the Company has made assumptions in allocating pledged or posted collateral among the various rows.


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20. Counterparty Risk
The Company is exposed to concentrations of counterparty risk. It seeks to mitigate such risk by diversifying its exposure among various counterparties, when appropriate. The following table summarizes the Company's exposure to counterparty risk as of June 30, 2020 and December 31, 2019.
June 30, 2020:
  Amount of Exposure Number of Counterparties with Exposure 
Maximum Percentage of Exposure to a Single Counterparty(1)
  (In thousands)    
Cash and cash equivalents $146,531
 9
 25.2%
Collateral on repurchase agreements held by dealers(2)
 1,628,480
 26
 13.8%
Due from brokers 56,702
 21
 37.2%
Receivable for securities sold(3)
 14,260
 2
 69.9%
(1)Each counterparty is a large creditworthy financial institution.
(2)Includes securities, loans, and REO as well as cash posted as collateral for repurchase agreements.
(3)Included in Investment related receivables on the Condensed Consolidated Balance Sheet.
December 31, 2019:
  Amount of Exposure Number of Counterparties with Exposure 
Maximum Percentage of Exposure to a Single Counterparty(1)
  (In thousands)    
Cash and cash equivalents $72,302
 11
 42.2%
Collateral on repurchase agreements held by dealers(2)
 2,793,696
 28
 13.8%
Due from brokers 79,829
 24
 30.9%
Receivable for securities sold(3)
 69,995
 5
 62.3%
(1)Each counterparty is a large creditworthy financial institution.
(2)Includes securities, loans, and REO as well as cash posted as collateral for repurchase agreements.
(3)Included in Investment related receivables on the Condensed Consolidated Balance Sheet.
21. Commitments and Contingencies
The Company provides current directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Company.
In the normal course of business the Company may also enter into contracts that contain a variety of representations, warranties, and general indemnifications. The Company's maximum exposure under these arrangements, including future claims that may be made against the Company that have not yet occurred, is unknown. The Company has not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. As of both June 30, 2020 and December 31, 2019, the Company has no liabilities recorded for these agreements.
The Company's maximum risk of loss from credit events on its securities (excluding Agency securities, which are guaranteed by the issuing government agency or government-sponsored enterprise), loans, and investments in unconsolidated entities is limited to the amount paid for such investment.
Commitments and Contingencies Related to Investments in Residential Mortgage Loans
In connection with certain of the Company's investments in residential mortgage loans, the Company has unfunded commitments in the amount of $2.8 million and $5.2 million as of June 30, 2020 and December 31, 2019, respectively.
Commitments and Contingencies Related to Investments in Mortgage Loan Originators
In connection with certain of its investments in mortgage loan originators, the Company has outstanding commitments and contingencies as described below.


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As described in Note 13, the Company is party to a flow mortgage loan purchase and sale agreement with a mortgage loan originator. The Company has entered into two agreements whereby it guarantees the performance of this mortgage loan originator under master repurchase agreements. The Company's maximum guarantees are capped at $25.0 million. As of December 31, 2019, the mortgage loan originator had $0.4 million of outstanding borrowings under the agreements guaranteed by the Company; there were 0 such outstanding borrowings as of June 30, 2020. The Company's obligations under these arrangements are deemed to be guarantees under ASC 460-10. The Company has elected the FVO for its guarantees, which are included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheet. As of both June 30, 2020 and December 31, 2019, the estimated fair value of such guarantees was insignificant.
Commitments and Contingencies Related to Corporate Loans
The Company has investments in certain corporate loans whereby the borrowers can request additional funds under the respective agreements. As of June 30, 2020 and December 31, 2019 the Company had unfunded commitments related to such investments in the amount of $1.6 million and $1.9 million, respectively.
22. Subsequent Events
On July 8, 2020, the Board of Directors approved a dividend in the amount of $0.09 per share of common stock payable on August 25, 2020 to stockholders of record as of July 31, 2020 and a dividend in the amount of $0.421875 per share of Series A Preferred Stock payable on July 30, 2020 to stockholders of record as of July 20, 2020.
On August 7, 2020, the Board of Directors approved a dividend in the amount of $0.09 per share of common stock payable on September 25, 2020 to stockholders of record as of August 31, 2020.


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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Except where the context suggests otherwise, references in this Quarterly Report on Form 10-Q to "EFC," "we," "us," and "our" refer to (i) Ellington Financial Inc. and its consolidated subsidiaries, including Ellington Financial Operating Partnership LLC, our operating partnership subsidiary, which we refer to as our "Operating Partnership," following our conversion to a corporation effective March 1, 2019 (our "corporate conversion"), and (ii) Ellington Financial LLC and its consolidated subsidiaries, including our Operating Partnership, before our corporate conversion. References in this Quarterly Report on Form 10-Q to (1) "common shares" refer to (i) our common shares representing limited liability company interests, previously outstanding prior to our corporate conversion, and (ii) shares of our common stock outstanding after our corporate conversion and (2) "common shareholders" refer to (i) holders of our common shares representing limited liability company interests prior to our corporate conversion, and (ii) holders of shares of our common stock after our corporate conversion. We conduct all of our operations and business activities through our Operating Partnership. Our "Manager" refers to Ellington Financial Management LLC, our external manager, "Ellington" refers to Ellington Management Group, L.L.C. and its affiliated investment advisory firms, including our Manager, and "Manager Group" refers collectively to officers and directors of EFC, and partners and affiliates of Ellington (including families and family trusts of the foregoing). In certain instances, references to our Manager and services to be provided to us by our Manager may also include services provided by Ellington and its other affiliates from time to time.
Special Note Regarding Forward-Looking Statements
When used in this Quarterly Report on Form 10-Q, in future filings with the Securities and Exchange Commission, or the "SEC," or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as "believe," "expect," "anticipate," "estimate," "project," "plan," "continue," "intend," "should," "would," "could," "goal," "objective," "will," "may," "seek," or similar expressions, are intended to identify "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act," and, as such, may involve known and unknown risks, uncertainties, and assumptions.
Forward-looking statements are based on our beliefs, assumptions, and expectations of our future operations, business strategies, performance, financial condition, liquidity and prospects, taking into account information currently available to us. These beliefs, assumptions, and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations and strategies may vary materially from those expressed or implied in our forward-looking statements. The following factors are examples of those that could cause actual results to vary from our forward-looking statements: changes in interest rates and the market value of our securities; market volatility; changes in the prepayment rates on the mortgage loans underlying the securities owned by us for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity; increased rates of default and/or decreased recovery rates on our assets; our ability to borrow to finance our assets; changes in government regulations affecting our business; our ability to maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or the "Investment Company Act"; our ability to qualify and maintain our qualification as a real estate investment trust, or "REIT"; and risks associated with investing in real estate assets, including changes in business conditions and the general economy, such as those resulting from the economic effects related to the COVID-19 pandemic, and associated responses to the pandemic. These and other risks, uncertainties and factors, including the risk factors described under Item 1A of our Annual Report on Form 10-K and Part II. Item 1A. of our Quarterly Report on Form 10-Q, as amended, for the three-month period ended March 31, 2020, could cause our actual results to differ materially from those projected or implied in any forward-looking statements we make. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Executive Summary
We invest in a diverse array of real-estate-related and other financial assets, including residential and commercial mortgage loans, residential mortgage-backed securities, or "RMBS," commercial mortgage-backed securities, or "CMBS," consumer loans and asset-backed securities, or "ABS," including ABS backed by consumer loans, collateralized loan obligations, or "CLOs," non-mortgage- and mortgage-related derivatives, equity investments in loan origination companies, and other strategic investments. We are externally managed and advised by our Manager, an affiliate of Ellington. Ellington is a registered investment adviser with a 25-year history of investing in the Agency and credit markets.
We conduct all of our operations and business activities through the Operating Partnership. As of June 30, 2020, we have an ownership interest of approximately 98.8% in the Operating Partnership. The remaining ownership interest of approximately 1.2% in the Operating Partnership represents the interests in the Operating Partnership that are owned by an affiliate of our


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Manager, our directors, and certain current and former Ellington employees and their related parties, and is reflected in our financial statements as a non-controlling interest.
Our primary objective is to generate attractive, risk-adjusted total returns for our stockholders. We seek to attain this objective by utilizing an opportunistic strategy to make investments, without restriction as to ratings, structure, or position in the capital structure, that we believe compensate us appropriately for the risks associated with them rather than targeting a specific yield. Our evaluation of the potential risk-adjusted return of any potential investment typically involves weighing the potential returns of such investment under a variety of economic scenarios against the perceived likelihood of the various scenarios. Potential investments subject to greater risk (such as those with lower credit ratings and/or those with a lower position in the capital structure) will generally require a higher potential return to be attractive in comparison to investment alternatives with lower potential return and a lower degree of risk. However, at any particular point in time, depending on how we perceive the market's pricing of risk both generally and across sectors, we may favor higher-risk assets or we may favor lower-risk assets, or a combination of the two, in the interests of portfolio diversification or other considerations.
Through June 30, 2020, our credit portfolio, which includes all of our investments other than RMBS for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or "Agency RMBS," has been the primary driver of our risk and return, and we expect that this will continue in the near- to medium-term. For more information on our targeted assets, see "—Our Targeted Asset Classes" below. We believe that Ellington's capabilities allow our Manager to identify attractive assets in these classes, value these assets, monitor and forecast the performance of these assets, and opportunistically hedge our risk with respect to these assets.
We continue to maintain a highly leveraged portfolio of Agency RMBS to take advantage of opportunities in that market sector, to help maintain our exclusion from registration as an investment company under the Investment Company Act, and to help qualify as well as maintain our qualification as a REIT. Unless we acquire very substantial amounts of whole mortgage loans or there are changes to the rules and regulations applicable to us under the Investment Company Act, we expect that we will always maintain some amount of Agency RMBS.
The strategies that we employ are intended to capitalize on opportunities in the current market environment. Subject to qualifying and maintaining our qualification as a REIT, we intend to adjust our strategies to changing market conditions by shifting our asset allocations across various asset classes as credit and liquidity trends evolve over time. We believe that this flexibility, combined with Ellington's experience, will help us generate more consistent returns on our capital throughout changing market cycles.
Subject to qualifying and maintaining our qualification as a REIT, we opportunistically hedge our credit risk, interest rate risk, and foreign currency risk; however, at any point in time we may choose not to hedge all or a portion of these risks, and we will generally not hedge those risks that we believe are appropriate for us to take at such time, or that we believe would be impractical or prohibitively expensive to hedge.
We also use leverage in our credit strategy, albeit significantly less leverage than that used in our Agency RMBS strategy. Through June 30, 2020, we financed the vast majority of our Agency RMBS assets, and a portion of our credit assets, through repurchase agreements, which we sometimes refer to as "repos," which we account for as collateralized borrowings. We expect to continue to finance the vast majority of our Agency RMBS through the use of repos. In addition to financing assets through repos, we also enter into other secured borrowing transactions, which are accounted for as collateralized borrowings, to finance certain of our loan assets. We have also obtained, through the securitization markets, term financing for certain of our non-qualified mortgage, or "non-QM," loans, certain of our consumer loans, and certain of our leveraged corporate loans. Additionally, we have issued unsecured long-term debt.
As of June 30, 2020, outstanding borrowings under repos and Total other secured borrowings (which include Other secured borrowings and Other secured borrowings, at fair value, as presented on our Condensed Consolidated Balance Sheet) were $2.2 billion, of which approximately 39%, or $851.6 million, relates to our Agency RMBS holdings. The remaining outstanding borrowings relate to our credit portfolio.
As of June 30, 2020, we also had $86.0 million outstanding of unsecured long-term debt, maturing in September of 2022, or the "Senior Notes." The Senior Notes bear interest at a rate of 5.50%, subject to adjustment based on changes, if any, in the ratings of the Senior Notes. The indenture governing the Senior Notes contains a number of covenants, including several financial covenants. The Senior Notes were issued in connection with an exchange of our previously issued unsecured long-term debt (the "Old Senior Notes") on February 13, 2019 (the "Note Exchange"), in connection with our intended election to be taxed as a REIT. At the time of the Note Exchange, the Senior Notes were rated A by Egan-Jones Rating Company1. See Note 11 of the notes to our condensed consolidated financial statements for further detail on the Senior Notes and the Note Exchange.


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As of June 30, 2020, our book value per share of common stock, calculated using Total Stockholders' Equity less the aggregate liquidation preference of outstanding preferred stock, was $15.67. Our debt-to-equity ratio was 2.7:1 as of June 30, 2020. Our debt-to-equity ratio does not account for liabilities other than debt financings and does not include debt associated with securitization transactions accounted for as sales. Excluding repos on U.S. Treasury securities, our recourse debt-to-equity ratio was 1.5:1 as of June 30, 2020. Adjusted for unsettled purchases and sales, these ratios were not materially different as of June 30, 2020.
On January 24, 2020, we completed a follow-on offering of 5,290,000 shares of our common stock, of which 690,000 shares were issued pursuant to the exercise of the underwriters' option. The issuance and sale of such common shares generated net proceeds, after underwriters' discount and offering costs, of $95.3 million.
During the six-month period ended June 30, 2020 we repurchased 288,172 shares of our common stock at an average price per share of $10.53 and a total cost of $3.0 million. In addition to making discretionary repurchases, we from time to time use 10b5-1 plans to increase the number of trading days available to implement these repurchases.
We will elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or "the Code," upon the filing of our tax return for the taxable year ended December 31, 2019. Provided that we maintain our qualification as a REIT, we generally will not be subject to U.S. federal, state, and local income tax on our REIT taxable income that is currently distributed to our stockholders. Any taxes paid by a domestic taxable REIT subsidiary, or "TRS," will reduce the cash available for distribution to our stockholders. REITs are subject to a number of organizational and operational requirements, including a requirement that they currently distribute at least 90% of their annual REIT taxable income excluding net capital gains.
On February 28, 2019, we filed a certificate of conversion with the Secretary of State of the State of Delaware (the "Secretary of State") to convert from a Delaware limited liability company to a Delaware corporation (the "Conversion") and change our name to Ellington Financial Inc. (the "Corporation"). The Conversion became effective on March 1, 2019, and upon effectiveness, each of our existing common shares representing limited liability company interests, no par value, converted into one issued and outstanding, fully paid and nonassessable share of common stock, $0.001 par value per share, of the Corporation.
1A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
Our Targeted Asset Classes
Our targeted asset classes currently include investments in the U.S. and Europe (as applicable) in the categories listed below. Subject to qualifying and maintaining our qualification as a REIT, we expect to continue to invest in these targeted asset classes. Also, we expect to continue to hold certain of our targeted assets through one or more TRSs. As a result, a portion of the income from such assets will be subject to U.S. federal corporate income tax.


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 Asset Class Principal Assets
 Agency RMBS.Whole pool pass-through certificates;
 .Partial pool pass-through certificates;
 .Agency collateralized mortgage obligations, or "CMOs," including interest only securities, or "IOs," principal only securities, or "POs," inverse interest only securities, or "IIOs"; and
    
 CLOs.Retained tranches from CLO securitizations, including participating in the accumulation of the underlying assets for such securitization by providing capital to the vehicle accumulating assets; and
 
  .Other CLO debt and equity tranches.
    
 CMBS and Commercial Mortgage Loans.CMBS; and
 .Commercial mortgage loans and other commercial real estate debt.
    
 Consumer Loans and ABS.Consumer loans;
 .ABS, including ABS backed by consumer loans; and
 .Retained tranches from securitizations to which we have contributed assets.
    
 Mortgage-Related Derivatives.To-Be-Announced mortgage pass-through certificates, or "TBAs";
 .Credit default swaps, or "CDS," on individual RMBS, on the ABX, CMBX and PrimeX indices and on other mortgage-related indices; and
 .Other mortgage-related derivatives.
    
 Non-Agency RMBS.RMBS backed by prime jumbo, Alt-A, manufactured housing, and subprime mortgages;
 .RMBS backed by fixed rate mortgages, Adjustable rate mortgages, or "ARMs," Option-ARMs, and Hybrid ARMs;
 .RMBS backed by first lien and second lien mortgages;
 .Investment grade and non-investment grade securities;
 .Senior and subordinated securities;
 .IOs, POs, IIOs, and inverse floaters;
 .Collateralized debt obligations, or "CDOs";
 .RMBS backed by European residential mortgages, or "European RMBS"; and
 .Retained tranches from securitizations in which we have participated.
    
 Residential Mortgage Loans.Residential non-performing mortgage loans, or "NPLs";
 .Re-performing loans, or "RPLs," which generally are loans that were modified and/or formerly NPLs where the borrower has resumed making payments in some form or amount;
 .Residential "transition loans," such as residential bridge loans and residential "fix-and-flip" loans;
 .Non-QM loans; and
 .Retained tranches from securitizations to which we have contributed assets.
    
 Other.Real estate, including commercial and residential real property;
 .Strategic debt and/or equity investments in loan originators and mortgage-related entities;
 .Corporate debt and equity securities and corporate loans;
 .Mortgage servicing rights, or "MSRs";
 .Credit risk transfer securities, or "CRTs"; and
 .Other non-mortgage-related derivatives.


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Agency RMBS
Our Agency RMBS assets consist primarily of whole pool (and to a lesser extent, partial pool) pass-through certificates, the principal and interest of which are guaranteed by a federally chartered corporation, such as the Federal National Mortgage Association, or "Fannie Mae," the Federal Home Loan Mortgage Corporation, or "Freddie Mac," or the Government National Mortgage Association, within the U.S. Department of Housing and Urban Development, or "Ginnie Mae," and which are backed by ARMs, Hybrid ARMs, or fixed-rate mortgages. In addition to investing in pass-through certificates which are backed by traditional mortgages, we have also invested in Agency RMBS backed by reverse mortgages. Reverse mortgages are mortgage loans for which neither principal nor interest is due until the borrower dies, the home is sold, or other trigger events occur. Mortgage pass-through certificates are securities representing undivided interests in pools of mortgage loans secured by real property where payments of both interest and principal, plus prepaid principal, on the securities are made monthly to holders of the security, in effect "passing through" monthly payments made by the individual borrowers on the mortgage loans that underlie the securities, net of fees paid to the issuer/guarantor and servicers of the securities. Whole pool pass-through certificates are mortgage pass-through certificates that represent the entire ownership of (as opposed to merely a partial undivided interest in) a pool of mortgage loans.
Our Agency RMBS assets are typically concentrated in specified pools. Specified pools are fixed-rate Agency pools consisting of mortgages with special characteristics, such as mortgages with low loan balances, mortgages backed by investor properties, mortgages originated through the government-sponsored "Making Homes Affordable" refinancing programs, and mortgages with various other characteristics. Our Agency strategy also includes RMBS that are backed by ARMs or Hybrid ARMs and reverse mortgages, and CMOs, including IOs, POs, and IIOs.
CLOs
CLOs are a form of asset-backed security collateralized by syndicated corporate loans. We have retained, and may retain in the future, tranches from CLO securitizations for which we have participated in the accumulation of the underlying assets, typically by providing capital to a vehicle accumulating assets for such CLO securitization. Such vehicles may enter into warehouse financing facilities in order to facilitate such accumulation. Securitizations can effectively provide us with long-term, locked-in financing on the related collateral pool, with an effective cost of funds well below the expected yield on the collateral pool. Our CLO holdings may include both debt and equity interests.
CMBS
We acquire CMBS, which are securities collateralized by mortgage loans on commercial properties. The majority of CMBS issued are fixed rate securities backed by fixed rate loans made to multiple borrowers on a variety of property types, though single-borrower CMBS and floating rate CMBS have also been issued.
The majority of CMBS utilize senior/subordinate structures, similar to those found in non-Agency RMBS. Subordination levels vary so as to provide for one or more AAA credit ratings on the most senior classes, with less senior securities rated investment grade and non-investment grade, including a first loss component which is typically unrated. This first loss component is commonly referred to as the "B-piece," which is the most subordinated (and therefore highest yielding and riskiest) tranche of a CMBS securitization. Much of our focus within the CMBS sector has been on B-pieces, but we also acquire other CMBS with more senior credit priority.
Commercial Mortgage Loans and Other Commercial Real Estate Debt
We acquire commercial mortgage loans, which are loans secured by liens on commercial properties, including hotel, industrial, multi-family, office and retail properties. Loans may be fixed or floating rate and will generally range from two to ten years. We typically acquire first lien loans but may also acquire subordinated loans. As of June 30, 2020, all of our commercial mortgage loans were first lien loans. Commercial real estate debt typically limits the borrower's right to freely prepay for a period of time through provisions such as prepayment fees, lockout, yield maintenance, or defeasance provisions. Some of the commercial mortgage loans that we acquire may be non-performing, underperforming, or otherwise distressed; these loans are typically acquired at a discount both to their unpaid principal balances and to the value of the underlying real estate.
We also participate in the origination of "bridge" loans, which have shorter terms and higher interest rates than more traditional commercial mortgage loans. Bridge loans are typically secured by properties in transition, where the borrower is in the process of either re-developing or stabilizing operations at the property. Properties securing these loans may include multi-family, retail, office, industrial, and other commercial property types.
Within both our loan acquisition and loan origination strategies, we generally focus on smaller balance loans and/or loan packages that are less-competitively-bid. These loans typically have balances that are less than $20 million, and are secured by


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real estate and, in some cases, a personal guarantee from the borrower.
Consumer Loans and ABS
We acquire U.S. consumer whole loans and ABS, including ABS backed by U.S. consumer loans. Our U.S. consumer loan portfolio primarily consists of unsecured loans, but also includes secured auto loans. We are currently purchasing newly originated consumer loans under flow agreements with originators, and we continue to evaluate new opportunities. We seek to purchase newly originated consumer loans from originators that have demonstrated disciplined underwriting with a significant focus on regulatory compliance and sound lending practices.
TBAs and Other Mortgage-Related Derivatives
In addition to investing in specified pools of Agency RMBS, subject to our satisfying the requirements for qualification as a REIT, we utilize TBA transactions, whereby we agree to purchase or sell, for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date. TBAs are liquid and have quoted market prices and represent the most actively traded class of mortgage-backed securities, or "MBS." TBA trading is based on the assumption that mortgage pools that are eligible to be delivered at TBA settlement are fungible and thus the specific mortgage pools to be delivered do not need to be explicitly identified at the time a trade is initiated.
We generally engage in TBA transactions for purposes of managing certain risks associated with our investment strategies. Other than with respect to TBA transactions entered into by our TRSs, most of our TBA transactions are treated for tax purposes as hedging transactions used to hedge indebtedness incurred to acquire or carry real estate assets, or "qualifying liability hedges." The principal risks that we use TBAs to mitigate are interest rate and yield spread risks. For example, we may hedge the interest rate and/or yield spread risk inherent in our long Agency RMBS by taking short positions in TBAs that are similar in character. Alternatively, we may opportunistically engage in TBA transactions because we find them attractive in their own right, from a relative value perspective or otherwise. For accounting purposes, in accordance with generally accepted accounting principles in the United States of America, or "U.S. GAAP," we classify TBA transactions as derivatives.
We also take long and short positions in various other mortgage-related derivative instruments, including mortgage-related credit default swaps. A credit default swap is a credit derivative contract in which one party (the protection buyer) pays an ongoing periodic premium (and often an upfront payment as well) to another party (the protection seller) in return for compensation for default (or similar credit event) by a reference entity. In this case, the reference entity can be an individual MBS or an index of several MBS, such as an ABX, PrimeX, or CMBX index. Payments from the protection seller to the protection buyer typically occur if a credit event takes place. A credit event can be triggered by, among other things, the reference entity's failure to pay its principal obligations or a severe ratings downgrade of the reference entity.
Non-Agency RMBS
We acquire non-Agency RMBS backed by prime jumbo, Alt-A, manufactured housing, and subprime residential mortgage loans. Our non-Agency RMBS holdings can include investment-grade and non-investment grade classes, including non-rated classes.
Non-Agency RMBS are generally debt obligations issued by private originators of, or investors in, residential mortgage loans. Non-Agency RMBS generally are issued as CMOs and are backed by pools of whole mortgage loans or by mortgage pass-through certificates. Non-Agency RMBS generally are securitized in senior/subordinated structures, or in excess spread/over-collateralization structures. In senior/subordinated structures, the subordinated tranches generally absorb all losses on the underlying mortgage loans before any losses are borne by the senior tranches. In excess spread/over-collateralization structures, losses are first absorbed by any existing over-collateralization, then borne by subordinated tranches and excess spread, which represents the difference between the interest payments received on the mortgage loans backing the RMBS and the interest due on the RMBS debt tranches, and finally by senior tranches and any remaining excess spread.
We also have acquired, and may acquire in the future, European RMBS, including retained tranches from European RMBS securitizations in which we have participated.
Residential Mortgage Loans
Our residential mortgage loans include newly originated non-QM loans, residential transition loans, as well as legacy residential NPLs and RPLs. A non-QM loan is not necessarily high-risk, or subprime, but is instead a loan that does not conform to the complex Qualified Mortgage, or "QM," rules of the Consumer Financial Protection Bureau. For example, many non-QM loans are made to creditworthy borrowers who cannot provide traditional documentation for income, such as borrowers who are self-employed. There is also demand from certain creditworthy borrowers for loans above the QM 43%


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debt-to-income ratio limit that still meet all ability-to-repay standards. We hold an equity investment in a non-QM originator, and to date we have purchased the vast majority of our non-QM loans from this originator, although we could potentially purchase a greater share of non-QM loans from other sources in the future.
The residential transition loans that we originate or purchase include: (i) "fix and flip" loans, which are made to real estate investors for the purpose of acquiring residential homes, making value-add improvements to such homes, and reselling the newly rehabilitated homes for a potential profit, and (ii) loans made to real estate investors for a "business purpose," such as purchasing a rental investment property, financing or refinancing a fully rehabilitated home awaiting sale, or securing short-term financing pending qualification for longer-term lower-rate financing. Our residential transition loans are secured by non-owner occupied properties, and are typically structured as fixed-rate, interest-only loans with terms to maturity between 6 and 24 months. Our underwriting guidelines focus on both the "as is" and "as repaired" property values, borrower experience as a real estate investor, and asset verification.
We remain active in the market for residential NPLs and RPLs. The market for large residential NPL and RPL pools has remained highly concentrated, with the great majority having traded to only a handful of large players who typically securitize the residential NPLs and RPLs that they purchase. As a result, we have continued to focus our acquisitions on less-competitively-bid, and more attractively-priced mixed legacy pools sourced from motivated sellers.
Other Investment Assets
Our other investment assets include real estate, including residential and commercial real property, strategic debt and/or equity investments in loan originators, corporate debt and equity securities, corporate loans, which can include litigation finance loans, CRTs, and other non-mortgage-related derivatives. We do not typically purchase real property directly; rather, our real estate ownership usually results from foreclosure activity with respect to our acquired residential and commercial loans. We have made investments in loan originators and other related entities in the form of debt and/or equity and, to date, our investments have represented non-controlling interests. We have also entered into flow agreements with certain of the loan originators in which we have invested. We have not yet acquired mortgage servicing rights directly, but we may do so in the future.
Hedging Instruments
Interest Rate Hedging
We opportunistically hedge our interest rate risk by using various hedging strategies, subject to qualifying and maintaining our qualification as a REIT. The interest rate hedging instruments that we use and may use in the future include, without limitation:
TBAs;
interest rate swaps (including floating-to-fixed, fixed-to-floating, floating-to-floating, or more complex swaps such as floating-to-inverse floating, callable or non-callable);
CMOs;
U.S. Treasury securities;
swaptions, caps, floors, and other derivatives on interest rates;
futures and forward contracts; and
options on any of the foregoing.
Because fluctuations in short-term interest rates may expose us to fluctuations in the spread between the interest we earn on our investments and the interest we pay on our borrowings, we may seek to manage such exposure by entering into short positions in interest rate swaps. An interest rate swap is an agreement to exchange interest rate cash flows, calculated on a notional principal amount, at specified payment dates during the life of the agreement. Typically, one party pays a fixed interest rate and receives a floating interest rate and the other party pays a floating interest rate and receives a fixed interest rate. Each party's payment obligation is computed using a different interest rate. In an interest rate swap, the notional principal is generally not exchanged.
Credit Risk Hedging
We enter into credit-hedging positions in order to protect against adverse credit events with respect to our credit investments, subject to qualifying and maintaining our qualification as a REIT. Our credit hedging portfolio can vary significantly from period to period, and can encompass a wide variety of financial instruments, including corporate debt or equity-related instruments, RMBS- or CMBS-related instruments, or instruments involving other markets. Our hedging


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instruments can include both "single-name" instruments (i.e., instruments referencing one underlying entity or security) and hedging instruments referencing indices.
Currently, our credit hedges consist primarily of financial instruments tied to corporate credit, such as CDS on corporate bond indices, short positions in and CDS on corporate bonds; and positions involving exchange traded funds, or "ETFs," of corporate bonds. Our credit hedges also currently include CDS tied to individual MBS or an index of several MBS, such as CDS on CMBS indices, or "CMBX."
Foreign Currency Hedging
To the extent that we hold instruments denominated in currencies other than U.S. dollars, we may enter into transactions to offset the potential adverse effects of changes in currency exchange rates, subject to qualifying and maintaining our qualification as a REIT. In particular, we may use currency forward contracts and other currency-related derivatives to mitigate this risk.
Trends and Recent Market Developments
Market Overview
The U.S. Federal Reserve, or the "Federal Reserve," continued its accommodative monetary policy in the second quarter. At its April and June meetings, the Federal Reserve maintained its target range of 0.00%–0.25% for the federal funds rate, noting that "the coronavirus outbreak is causing tremendous human and economic hardship across the United States and around the world" including "sharp declines in economic activity and a surge in job losses." It further noted that "the Federal Reserve is committed to using its full range of tools to support the U.S. economy in this challenging time." After the June meeting, the chairman of the Federal Reserve, Jerome Powell, stated: "We're not thinking about raising rates. We're not even thinking about thinking about raising rates." During the quarter, the Federal Reserve continued to purchase significant amounts of U.S. Treasury securities, Agency RMBS, and other eligible collateral, pursuant to the asset purchase programs it outlined in March.
After implementing several stimulus programs to counteract the economic impact and negative risk sentiment associated with the spread of the novel coronavirus disease ("COVID-19") in the first quarter, the Federal Reserve announced on April 9th that it would provide up to $2.3 trillion in additional loans through the expansion of several programs implemented during the previous quarter, including the Paycheck Protection Program, the Main Street Lending Program, the Primary and Secondary Market Corporate Credit Facilities, and the Term Asset-Backed Securities Loan Facility, as well as through new facilities, including the Municipal Liquidity Facility. Similarly, central banks and governments around the globe continued to implement quantitative easing programs and stimulus packages during the second quarter.
In May, Jerome Powell stated that "additional policy measures" may be necessary, noting that "the path ahead is both highly uncertain and subject to significant downside risks." On May 15th, the U.S. House of Representatives passed the HEROES Act, which would provide for $3 trillion of additional stimulus, but as of August 6th, the bill had not passed in the Senate. Regardless, as the second quarter concluded, many market participants were anticipating additional stimulus measures to be implemented during the second half of 2020.
After dropping dramatically during the first quarter of 2020 as the spread of COVID-19 prompted a flight to safety, interest rates hovered near all-time lows during the second quarter. U.S. Treasury yields changed only slightly quarter over quarter, with the 10-year U.S. Treasury yield finishing the second quarter at 0.66%, virtually unchanged from the start of the quarter and only 12 basis points above the record low reached in March. After a volatile first quarter, interest-rate volatility subsided considerably in the second quarter. After reaching its highest point since the 2008–2009 financial crisis in March, the MOVE index, which measures interest-rate volatility, had reverted to pre-COVID-19 levels by mid-April and remained low through quarter-end. The 10-year U.S. Treasury yield traded in a 33-basis-point range in the second quarter, compared to a 134-basis-point range in the first quarter.
Mortgage rates continued to decline during the second quarter, with the Freddie Mac Survey 30-year mortgage rate decreasing by 37 basis points to close the quarter at 3.13%, and setting a new all-time low of 3.07% on July 2nd. Although down from the 11-year high seen in March, refinancing applications remained elevated with the declining mortgage rates. As of June 30th, the Mortgage Bankers Association's Refinance Index had declined 30% quarter over quarter, but was still up 74% year over year. Overall Fannie Mae 30-year MBS prepayments increased from a CPR of 23.6 in March to 29.8 in April, before declining slightly to 29.3 in May, and then reaching a more than 7-year high of 33.0 in June.
LIBOR rates, which drive many of our financing costs, declined dramatically in the second quarter. One-month LIBOR decreased 83 basis points to end the quarter at 0.16%, and three-month LIBOR fell 115 basis points to 0.30%.


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After declining at an annualized rate of 5.0% in the first quarter, U.S. real GDP shrank at an estimated annualized rate of 32.9% in the second quarter, further reflecting the negative impact of the COVID-19 pandemic and associated measures to contain it. U.S. retail sales declined by a record rate in April, before rebounding by a record rate in May and increasing again in June, although a surge in COVID-19 cases in June muddled the picture going forward. Elsewhere, the Eurozone's GDP contracted by 3.8% in the first quarter, the fastest rate of decline on record, while China's GDP shrank by 6.8% in the first quarter, the first decline recorded since data collection began in 1992. For the second quarter, Chinese GDP growth was again positive at 3.2%.
Unemployment claims totaled 38.5 million in the second quarter, and the unemployment rate surged to 11.1% at June 30th, from 4.4% at March 31st. A total of 48.6 million new unemployment claims were filed between March 15th and June 27th, although the weekly pace of filings decreased from 5.0 million per week in April, to 1.5 million per week in June.
Forbearance rates on residential mortgages rose sharply during the second quarter, with the economic slowdown and spike in unemployment. According to the Mortgage Bankers Association, the total forbearance rate increased most significantly during the month of April, from 2.7% as of March 29th to 7.5% as of April 26th, before rising further to 8.5% as of May 31st, and then plateauing during June and finishing the quarter at 8.4%. Notably, many forbearance plans expired on June 30th and with renewed lockdown protocols in place, forbearance rates could increase again.
For the second quarter, the Bloomberg Barclays U.S. MBS Index generated a return of 0.68%, and an excess return (on a duration-adjusted basis) of 0.39% relative to the Bloomberg Barclays U.S. Treasury Index. After underperforming in the first quarter, pay-ups on Agency specified pools performed exceptionally well during the second quarter.
The Bloomberg Barclays U.S. Corporate Bond Index generated a gain of 8.66% and an excess return of 8.10%, while the Bloomberg Barclays U.S. Corporate High Yield Bond Index generated a gain of 8.89% and an excess return of 8.35%.
Despite the negative economic impact of COVID-19, U.S. equities rebounded dramatically in the second quarter, with the Dow Jones Industrial Average ("DJIA") and S&P 500 indexes posting their biggest quarterly gains since 1998 and offsetting most of the losses suffered in March, amidst optimism over the reopening of the economy, possible additional stimulus measures, and advances on COVID-19 treatments and a possible vaccine. The DJIA rose 17.8% and the S&P 500 rose 20.0% quarter over quarter; year-to-date through June 30th, these indexes were down 9.6% and 4.0%, respectively. Meanwhile, the tech-heavy NASDAQ composite index rose 30.6% quarter over quarter and was up 12.1% on the year. Equity volatility declined during the quarter, but remained higher than pre-COVID-19 levels. The CBOE Volatility Index, which measures expected moves in the S&P 500 index, registered an all-time high of 82.69 on March 16th, but then steadily declined for most of the second quarter, finishing at 30.43 at June 30th. Meanwhile, London's FTSE 100 index increased 8.8% quarter over quarter, while the MSCI World global equity index rebounded by 18.8% over the same period.
Portfolio Overview and Outlook
In March 2020, in response to the market volatility associated with the outbreak of the COVID-19 pandemic, we had strategically reduced the size of our Agency portfolio in order to lower our leverage and enhance our liquidity position. We had also substantially suspended new investments in our credit strategies. High levels of market distress continued into April, and during that month, we further reduced the size of our Agency portfolio, and only resumed very limited purchase and sale activity in our credit portfolio. In May and June, with the markets stabilized, we fully resumed our investment activity in our credit and Agency portfolios.
In total, our total long Agency RMBS portfolio decreased by 10% to $913.2 million as of June 30, 2020, from $1.016 billion as of March 31, 2020, as additional sales in April and principal repayments during the quarter exceeded new purchases in May and June.
Our total long credit portfolio, including REO but excluding hedges and other derivative positions, was essentially unchanged at $1.996 billion as of June 30, 2020, as compared to $1.998 billion as of March 31, 2020. Excluding non-retained tranches of our consolidated non-QM securitization trusts, our total long credit portfolio decreased approximately 14% to $1.257 billion as of June 30, 2020, as compared to $1.457 billion as of March 31, 2020. The quarter-over-quarter decline in the total credit portfolio, excluding non-retained tranches of our consolidated non-QM securitization trusts, was mainly due to the completion of our non-QM securitization in June; otherwise, sales and principal repayments roughly offset purchases and net realized and unrealized gains.


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Credit Summary (1) 
  June 30, 2020 March 31, 2020
($ in thousands) Fair Value % of Total Long Credit Portfolio Fair Value % of Total Long Credit Portfolio
Dollar Denominated:        
CLOs(2)
 $156,158
 7.8% $170,905
 8.6%
CMBS 77,815
 3.9% 75,815
 3.8%
Commercial Mortgage Loans and REO(3)(4)
 337,265
 16.9% 343,111
 17.2%
Consumer Loans and ABS Backed by Consumer Loans(2)
 216,289
 10.8% 252,385
 12.6%
Corporate Debt and Equity and Corporate Loans 9,237
 0.5% 7,407
 0.4%
Debt and Equity Investments in Loan Origination Entities 44,277
 2.2% 39,436
 2.0%
Non-Agency RMBS 154,928
 7.8% 118,793
 5.9%
Residential Mortgage Loans and REO(3)
 950,565
 47.6% 942,202
 47.2%
Non-Dollar Denominated:        
CLOs(2)
 2,583
 0.1% 2,310
 0.1%
Consumer Loans and ABS Backed by Consumer Loans 395
 % 459
 %
Corporate Debt and Equity 25
 % 29
 %
RMBS(5)
 46,722
 2.4% 44,928
 2.2%
Total Long Credit $1,996,259
 100.0% $1,997,780
 100.0%
(1)This information does not include U.S. Treasury securities, interest rate swaps, TBA positions, or other hedge positions.
(2)Includes equity investments in securitization-related vehicles.
(3)As discussed in Note 2 of the notes to condensed consolidated financial statements, REO is not considered a financial instrument and as a result is included at the lower of cost or fair value.
(4)Includes investments in unconsolidated entities holding small balance commercial mortgage loans and REO.
(5)Includes an investment in an unconsolidated entity holding European RMBS.
In March, the market turmoil associated with the COVID-19 pandemic caused significant volatility, price declines and yield spread widening across virtually all credit assets, and as result, we incurred considerable mark-to-market losses in the first quarter. Consequently, we also received margin calls under our financing arrangements and under our derivative contracts that were higher than typical historical levels. In contrast, prices in many credit-sensitive fixed income sectors rebounded in the second quarter, generating significant net realized and unrealized gains on our credit assets, which reversed a portion of our losses from the first quarter. Accordingly, our margin calls reverted to more typical levels in the second quarter. We satisfied all margin calls during both periods. As of June 30, 2020, we had cash and cash equivalents of $146.5 million, along with unencumbered assets of approximately $311.8 million.
During March and early April, while we were able to roll our repos in an orderly manner, haircuts and borrowing rates were generally higher, and maturities generally shorter. During the remainder of the second quarter, however, we made substantial progress extending and improving our sources of financing and leverage. In addition to completing our non-QM securitization, we also obtained term financing for numerous loan assets that we had previously held unfinanced, and we extended the terms of several of our credit facilities. By the end of the quarter, the market for standard repo financing of securities had largely returned to pre-March levels.
Most of our credit strategies performed well during the second quarter. We had large gains on our non-QM loans, non-Agency RMBS, and CMBS, all markets where there was substantial distressed selling during the first quarter, followed by a sharp rebound in prices and liquidity in the second quarter. Our loan strategies also performed well, led by excellent performance in our consumer loan and residential transition loan portfolios. Our investments in loan originators had strong performance during the quarter, driven by an excellent quarter from the reverse mortgage originator in which we hold a minority stake. Our CLO strategy and Euro-denominated RMBS portfolio generated net losses for the quarter. The market recovery also resulted in a loss on our credit hedges.
Finally, the net interest income on our credit portfolio decreased sequentially from the prior quarter as a result of lower average holdings.


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Economic Impacts of COVID-19
Despite the partial market recovery in the second quarter, we are still anticipating eventual principal losses on many of our credit investments as a result of the economic impacts of COVID-19. As has been widely reported, there has been a significant nationwide increase in loan delinquencies, forbearances, deferments, and modifications, and we are seeing the effects of this on our own portfolios, as detailed below. We have also reduced the volume of new investment activity in each of these portfolios as a result of the COVID-19 pandemic.
Non-QM Loan Portfolio—Since the onset of the COVID-19 pandemic, we have worked with the servicer of our non-QM loans to develop a process to document and verify hardship due to the COVID-19 pandemic. We use this information to determine the suitability for a borrower to be granted forbearance, typically for a term lasting three months. We have also worked with the servicer to develop a process to evaluate the possible loss mitigation options in the event that a borrower, at the end of the forbearance period, cannot fully repay the forborne payments. Such options may include various repayment plans, deferment plans, rate and/or term modifications, short sales, and principal reduction modifications.
As of June 30, 2020, non-QM loans with a unpaid principal balance of $73.8 million, or 8.8% of our non-QM loan portfolio, were in forbearance; 41.7% of these loans in forbearance continued to make their regular payments and were current under the terms of their notes despite being in forbearance plans as of June 30, 2020. The vast majority of these forbearance plans expired in July 2020.
Small Balance Commercial Mortgage Loan Portfolio—In our small balance commercial mortgage loan portfolio, we have granted short-term interest deferments to certain borrowers, with such deferred interest capitalized and added to the outstanding principal balance of the loan. In certain other cases, we have granted loan modifications to permit the use of cash reserves to pay interest due on the loan. As of June 30, 2020, small balance commercial mortgage loans with a unpaid principal balance of $60.7 million, or 20.5%, of our small balance commercial mortgage loan portfolio that were current prior to March 2020, have entered into a deferment or modification agreement.
Consumer Loan Portfolio—We have also seen an increase in loan deferments in our consumer loan portfolio as a result of the COVID-19 pandemic. As of June 30, 2020, consumer loans with a unpaid principal balance of $25.1 million, or 15.4%, of our consumer loan portfolio had entered into a deferment plan at some point between March and June of 2020. Of these loans that had entered into a deferment plan, we had received payments on 65.5% of them, based on unpaid principal balance, as of June 30, 2020.
Residential Transition Loan Portfolio—In our residential transition loan portfolio, we had no loans subject to forbearance, deferment, or modification plans as of June 30, 2020.
Supplemental Credit Portfolio Information
The table below summarizes our interests in commercial mortgage loans by property type of the underlying real estate collateral as a percentage of total outstanding unpaid principal balance as of June 30, 2020:
Property Type June 30, 2020
Multifamily 29.2%
Mixed Use 15.0%
Retail 11.3%
Industrial(1)
 14.3%
Hotel(1)
 16.0%
Office 2.7%
Other(1)
 11.5%
  100.0%
(1)Includes our allocable portion of small-balance commercial loans, based on our ownership percentage, held in variable interest entities. Our equity investments in such variable interest entities are included in Investments in unconsolidated entities, at fair value on the Condensed Consolidated Balance Sheet.


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Agency RMBS Summary
  June 30, 2020 March 31, 2020
($ in thousands) Fair Value % of Long Agency Portfolio Fair Value % of Long Agency Portfolio
Long Agency RMBS:        
Fixed Rate $724,756
 79.3% $834,002
 82.1%
Floating Rate 7,899
 0.9% 9,054
 0.9%
Reverse Mortgages 131,535
 14.4% 130,601
 12.8%
IOs 49,007
 5.4% 42,344
 4.2%
Total Long Agency RMBS $913,197
 100.0% $1,016,001
 100.0%
Our Agency strategy performed exceptionally well during the second quarter, driven by significantly higher pay-ups on our specified pools. Pay-ups are price premiums for specified pools relative to their TBA counterparts. During the first quarter of 2020, pay-ups had declined in the face of market-wide liquidity stresses, exacerbated by quarter-end balance sheet pressures, as well as the implementation of the Federal Reserve's amplified asset purchase program implemented in March, which was generally limited to TBAs and generic pools, as opposed to specified pools with pay-ups.
During the quarter, asset purchases by the Federal Reserve continued to be significant, and the liquidity stresses of the previous quarter subsided. Pay-ups on specified pools expanded as investors sought prepayment protection amidst record-low mortgage rates and increasing actual and projected prepayment rates. Average pay-ups on our specified pools increased to 3.30% as of June 30, 2020, as compared to 1.47% as of March 31, 2020, generating significant net realized and unrealized gains on our portfolio. Our Agency strategy also benefited from the appreciation of our reverse mortgage pools, driven by strong investor demand and a recovery in yield spreads after the distress in March.
During the quarter, we continued to hedge interest rate risk in our Agency strategy, primarily through the use of interest rate swaps, short positions in TBAs, U.S. Treasury securities, and futures. We significantly reduced the size of our net short TBA position during the quarter, including an increase in the amount of long TBAs held for investment. As a result, the relative proportion, based on 10-year equivalents, of short positions in TBAs decreased period over period relative to other hedging instruments. Ten-year equivalents for a group of positions represent the amount of 10-year U.S. Treasury securities that would be expected to experience a similar change in market value under a standard parallel move in interest rates.
As of June 30, 2020 and March 31, 2020, the weighted average net pass-through rate on our fixed-rate specified pools was 4.0% and 4.1%, respectively. Portfolio turnover for our Agency strategy, as measured by sales and excluding paydowns, was approximately 15% for the three-month period ended June 30, 2020.
We expect to continue to target specified pools that, taking into account their particular composition and based on our prepayment projections, should: (1) generate attractive yields relative to other Agency RMBS and U.S. Treasury securities, (2) have less prepayment sensitivity to government policy shocks, and/or (3) create opportunities for trading gains once the market recognizes their value, which for newer pools may come only after several months, when actual prepayment experience can be observed. We believe that our research team, proprietary prepayment models, and extensive databases remain essential tools in our implementation of this strategy.
The following table summarizes the prepayment rates for our portfolio of fixed-rate specified pools (excluding those backed by reverse mortgages) for the three-month periods ended June 30, 2020, March 31, 2020, December 31, 2019, September 30, 2019, and June 30, 2019.
  Three-Month Period Ended
  June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 June 30, 2019
Three-Month Constant Prepayment Rates(1)
 21.1% 20.1% 19.9% 15.7% 12.8%
(1)Excludes Agency fixed-rate RMBS without any prepayment history.


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The following table provides details about the composition of our portfolio of fixed-rate specified pools (excluding those backed by reverse mortgages) as of June 30, 2020 and March 31, 2020:
    June 30, 2020 March 31, 2020
  Coupon Current Principal Fair Value 
Weighted
Average Loan
Age (Months)
 Current Principal Fair Value 
Weighted
Average Loan
Age (Months)
    (In thousands)   (In thousands)  
Fixed-rate Agency RMBS:              
15-year fixed-rate mortgages:              
  2.50
 $8,300
 $8,383
 15
 $8,300
 $8,774
 12
  3.00
 6,243
 6,572
 34
 6,358
 6,663
 31
  3.50
 23,753
 25,236
 59
 49,408
 52,408
 47
  4.00
 8,590
 9,191
 46
 5,088
 5,417
 62
  4.50
 5,127
 5,398
 118
 5,637
 5,928
 116
Total 15-year fixed-rate mortgages   52,013
 54,780
 53
 74,791
 79,190
 48
20-year fixed-rate mortgages:              
  4.50
 740
 813
 79
 752
 828
 76
Total 20-year fixed-rate mortgages   740
 813
 79
 752
 828
 76
30-year fixed-rate mortgages:              
  3.00
 54,287
 58,155
 15
 38,692
 40,953
 17
  3.28
 104
 114
 96
 105
 111
 93
  3.50
 141,558
 153,591
 42
 184,122
 196,731
 34
  3.75
 1,843
 1,965
 37
 2,181
 2,321
 34
  4.00
 202,138
 219,702
 42
 258,997
 279,449
 42
  4.50
 130,536
 143,461
 40
 110,008
 119,611
 43
  5.00
 75,597
 84,034
 42
 96,914
 104,969
 36
  5.50
 5,409
 6,103
 57
 6,290
 6,973
 49
  6.00
 1,786
 2,038
 70
 2,598
 2,866
 51
Total 30-year fixed-rate mortgages   613,258
 669,163
 39
 699,907
 753,984
 38
Total fixed-rate Agency RMBS   $666,011
 $724,756
 41
 $775,450
 $834,002
 39
Our net Agency premium as a percentage of the fair value of our specified pool holdings is one metric that we use to measure the overall prepayment risk of our specified pool portfolio. Net Agency premium represents the total premium (excess of market value over outstanding principal balance) on our specified pool holdings less the total premium on related net short TBA positions. The lower our net Agency premium, the less we believe that our specified pool portfolio is exposed to market-wide increases in Agency RMBS prepayments. Our net Agency premium as a percentage of fair value of our specified pool holdings was approximately 5.5% and 3.9% as of June 30, 2020 and March 31, 2020, respectively. These figures take into account the net short TBA positions that we use to hedge our specified pool holdings, which had a notional value of $330.1 million and a fair value of $354.2 million as of June 30, 2020, as compared to a notional value of $468.5 million and a fair value of $498.2 million as of March 31, 2020. Excluding these TBA hedging positions, our Agency premium as a percentage of fair value was approximately 8.3% and 6.9% as of June 30, 2020 and March 31, 2020, respectively. Our Agency premium percentage and net Agency premium percentage may fluctuate from period to period based on a variety of factors, including market factors such as interest rates and mortgage rates, and, in the case of our net Agency premium percentage, based on the degree to which we hedge prepayment risk with short TBA positions. We believe that our focus on purchasing pools with specific prepayment characteristics provides a measure of protection against prepayments.


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Financing
The following table details our borrowings outstanding and debt-to-equity ratios as of June 30, 2020 and March 31, 2020:
  As of
($ in thousands) June 30, 2020 March 31, 2020
Recourse(1) Borrowings:
    
Repurchase Agreements $1,147,725
 $1,846,719
Other Secured Borrowings 46,289
 55,045
Senior Notes, at par 86,000
 86,000
Total Recourse Borrowings $1,280,014
 $1,987,764
Debt-to-Equity Ratio Based on Total Recourse Borrowings(1)<