Quarterly report pursuant to Section 13 or 15(d)

Variable Interest Entities and Securitizations

v3.21.2
Variable Interest Entities and Securitizations
6 Months Ended
Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities and Securitizations
3.
Variable Interest Entities and Securitizations
The Company determined that the SPEs created in connection with its securitizations are VIEs. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary, which is the entity that, through its variable interests has both the power to direct the activities that significantly impact the VIE’s economic performance and the obligations to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
FACo
FACo securitizes certain of its interests in fix & flip mortgages. The transactions provide debt security holders the ability to invest in a pool of performing loans secured by an investment in real estate. The transactions provide FACo with access to liquidity for the loans and ongoing management fees. The principal and interest on the outstanding debt securities are paid using the cash flows from the underlying loans, which serve as collateral for the debt.
In April 2021, FACo executed its optional redemption of outstanding securitized notes related to the 2018, 2019, and 2020 ANTLR securitizations. As part of the optional redemption, FACo paid off notes with an outstanding principal balance of $175.3 million. The notes were paid off at par.
FAR
FAR securitizes certain of its interests in
non-performing
reverse mortgages and
non-agency
reverse mortgage loans. The transactions provide investors with the ability to invest in a pool of reverse mortgage loans secured by
one-to-four-family
residential properties. The transactions provide FAR with access to liquidity for these assets, ongoing servicing fees, and potential residual returns. The principal and interest on the outstanding certificates are paid using the cash flows from the underlying reverse mortgage loans, which serve as collateral for the debt. The securitizations are callable at or following the optional redemption date as defined in the respective indenture agreements.
In February 2021, FAR executed its optional redemption of outstanding securitized notes related to outstanding nonperforming HECM securitizations. As part of the optional redemption, FAR paid off notes with an outstanding principal balance of $294.2 million. The notes were paid off at par.
In April 2021, FAR executed its optional redemption of outstanding securitized notes related to outstanding
non-agency
reverse mortgage securitizations. As part of the optional redemption, FAR paid off notes with an outstanding principal balance of $239.8 million, accrued interest of $6.3 million and discount of $3.7 million.
In their capacity as servicer of the securitized loans, FACo and FAR retain the power to direct the VIE’s activities that most significantly impact the VIEs economic performance. FACo and FAR also retain certain beneficial interests in these trusts which provide exposure to potential gains and losses based on the performance of the trust. As FACo and FAR have both the power to direct the activities that significantly impact the VIE’s economic performance and the obligations to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the definition of primary beneficiary is met and the trusts are consolidated by the Company through its FACo and FAR subsidiaries.
Certain obligations may arise from the agreements associated with transfers of loans. Under these agreements, the Company may be obligated to repurchase the loans, or otherwise indemnify or reimburse the investor for losses incurred due to material breach of contractual representations and warranties. There were no charge-offs associated with these transferred mortgage loans related to the standard securitization representations and warranties obligations for the Successor period from April 1, 2021 to June 30, 2021 or the Predecessor period from January 1, 2021 to March 31, 2021. There were also no charge-offs associated with these transferred mortgage loans for the Predecessor periods for the three months ended June 30, 2020 or for the six months ended June 30, 2020.
The following table presents the assets and liabilities of the Company’s consolidated VIEs, which are included in the Consolidated Statements of Financial Condition and excludes intercompany balances, except for retained bonds and beneficial interests (in thousands):
 
    
June 30,
2021
         
December 31, 2020
 
    
Successor
         
Predecessor
 
ASSETS
          
 
        
Restricted cash
  
$
334,984
   
 
   $ 293,580  
Mortgage loans held for investment, subject to nonrecourse debt, at fair value
          
 
        
2021 FASST JR1
  
 
562,333
   
 
     —    
2021 FASST HB1
  
 
506,482
   
 
     —    
2019 FASST JR2
  
 
437,641
   
 
     488,760  
2020 FASST HB2
  
 
397,121
   
 
     398,480  
2018 FASST JR1
  
 
395,716
   
 
     449,069  
2019 FASST JR3
  
 
370,209
   
 
     450,703  
2020 FASST JR3
  
 
341,385
   
 
     372,015  
2019 FASST JR4
  
 
331,302
   
 
     377,265  
2020 FASST S3
  
 
313,728
   
 
     316,774  
2020 FASST JR2
  
 
312,160
   
 
     341,439  
2019 FASST JR1
  
 
295,605
   
 
     331,244  
2020 FASST S2
  
 
289,129
   
 
     311,721  
2021 RTL1 ANTLR
  
 
234,942
   
 
     —    
2018 FASST JR2
  
 
234,665
   
 
     264,622  
2020 FASST JR4
  
 
228,248
   
 
     237,100  
2020 FASST S1
  
 
173,955
   
 
     189,243  
2020 FASST JR1
  
 
—  
 
 
 
     263,266  
2020 RTL1 ANTLR
  
 
—  
 
 
 
     137,989  
2018 RTL1 ANTLR
  
 
—  
 
 
 
     82,393  
2019 RTL1 ANTLR
  
 
—  
 
 
 
     118,161  
2020 FASST HB1
  
 
—  
 
 
 
     265,923  
Other assets
  
 
76,056
   
 
     79,528  
    
 
 
        
 
 
 
TOTAL ASSETS
  
$
5,835,661
         $ 5,769,275  
    
 
 
        
 
 
 
LIABILITIES
                     
Nonrecourse debt, at fair value
                     
2021 FASST HB1
  
$
537,618
         $ —    
2021 FASST JR1
  
 
534,444
           —    
2020 FASST HB2
  
 
448,333
           474,599  
2019 FASST JR2
  
 
447,966
           487,966  
2018 FASST JR1
  
 
412,370
           458,279  
2019 FASST JR3
  
 
394,096
           445,691  
2020 FASST JR3
  
 
333,373
           354,762  
2019 FASST JR4
  
 
332,846
           368,963  
2019 FASST JR1
  
 
317,778
           343,544  
2020 FASST S2
  
 
302,253
           314,144  
2020 FASST S3
  
 
301,631
           309,713  
2020 FASST JR2
  
 
296,093
           313,057  
2021 RTL1 ANTLR
  
 
268,428
           —    
2018 FASST JR2
  
 
243,734
           269,741  
2020 FASST JR4
  
 
209,035
           228,804  
2020 FASST S1
  
 
178,704
           191,189  
2020 FASST JR1
  
 
—  
 
         250,988  
2020 RTL1 ANTLR
  
 
—  
 
         140,839  
2018 RTL1 ANTLR
  
 
—  
 
         80,767  
2019 RTL1 ANTLR
  
 
—  
 
         127,981  
2020 FASST HB1
  
 
—  
 
         298,914  
Payables and other liabilities
  
 
117
           291  
    
 
 
        
 
 
 
TOTAL VIE LIABILITIES
  
 
5,558,819
           5,460,232  
    
 
 
        
 
 
 
Retained bonds and beneficial interests eliminated in consolidation
  
 
(198,099
         (202,187
    
 
 
        
 
 
 
TOTAL CONSOLIDATED LIABILITIES
  
$
5,360,720
         $ 5,258,045  
    
 
 
        
 
 
 
FAM
FAM securitizes certain of its interests in agency-eligible residential mortgage loans. The transaction provides investors with the ability to invest in a pool of mortgage loans secured by
one-to-four-family
residential properties and provides FAM with access to liquidity for these assets and ongoing servicing fees. The principal and interest on the outstanding certificates are paid using the cash flows from the underlying mortgage loans, which serve as collateral for the debt. In May 2021, FAM established the Hundred Acre Wood Trust 2021-INV1 (“HAWT 2021-INV1”) trust for the sole purpose of acquiring mortgage loans for securitization. In June 2021, FAM executed the HAWT 2021-INV1 securitization, where FAM’s beneficial interest in the securitization is limited to its U.S. Risk Retention Certificates,
a
5
% eligible vertical interest in the Trust. The Company determined that the securitization structure meets the definition of a VIE and concluded that the Company does not hold a significant variable interest in the securitization and that the contractual role as servicer is not a variable interest and does not give the Company the power to direct the activities that most significantly affect the economic performance of the VIE. The transfer of the loans to the VIE was determined to be a sale. The Company derecognized the mortgage loans and did not consolidate the trust.
FAM’s continuing involvement with and exposure to loss from the VIE includes the carrying value of the retained bond, the servicing asset recognized in the sale of the loans, servicing advances in the role as servicer, and obligations under representations and warranties contained in the loan sale agreements. Creditors of the VIE have no recourse to FAM’s assets or general credit. The underlying performance of the mortgage loans transferred has a direct impact on the fair values and cash flows of the beneficial interests held and the servicing asset recognized.
As of June 30, 2021 (Successor), the interests retained upon transfer of the mortgage loans consisted of an interest in each class of securities issued by the VIE and had an initial fair value of $15.7 million. The servicing asset recognized upon sale of the mortgage loans to the VIE had an initial fair value of $1.1 million. Cash proceeds from the securitization were $299.0 million. The Company recorded a gain on sale on the securitization of $12.5 million.
The following table presents a summary of the outstanding collateral and certificate balances for securitization trusts for which the Company was the transferor and that were not consolidated by the Company:
 
    
June 30, 2021
          
December 31, 2020
 
    
Successor
          
Predecessor
 
Unconsolidated Securitization Trusts:
           
 
        
Total collateral balances – UPB
   $ 300,318     
 
     $—    
    
 
 
         
 
 
 
Total certificate balances
   $ 300,047             $—    
    
 
 
         
 
 
 
As of June 30, 2021 (Successor) and December 31, 2020 (Predecessor), there were $0.1 million of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 60 days or less past due.