UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
|
||
(State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of principal executive offices) |
|
(Zip Code) |
(
(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 |
|
|
|||
|
|
|
||
|
|
|
|
|
|
|
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
|
☒ |
|
Accelerated filer |
|
☐ |
|
Non-accelerated filer |
|
☐ |
|
Smaller 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
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class |
|
Outstanding at April 30, 2024 |
Common Shares of Beneficial Interest, $0.01 par value |
|
PENNYMAC MORTGAGE INVESTMENT TRUST
FORM 10-Q
March 31, 2024
TABLE OF CONTENTS
|
|
Page |
||
|
1 |
|||
|
4 |
|||
Item 1. |
|
|
4 |
|
|
|
|
4 |
|
|
|
|
6 |
|
|
|
|
7 |
|
|
|
|
8 |
|
|
|
|
10 |
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
53 |
|
|
|
53 |
|
|
|
|
56 |
|
|
|
|
57 |
|
|
|
|
65 |
|
|
|
|
68 |
|
|
|
|
68 |
|
|
|
|
69 |
|
|
|
|
72 |
|
|
|
|
72 |
|
|
|
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations |
|
76 |
Item 3. |
|
|
77 |
|
Item 4. |
|
|
78 |
|
|
79 |
|||
Item 1. |
|
|
79 |
|
Item 1A |
|
|
79 |
|
Item 2. |
|
|
79 |
|
Item 3. |
|
|
79 |
|
Item 4. |
|
|
79 |
|
Item 5. |
|
|
79 |
|
Item 6. |
|
|
80 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “continue,” “plan” or other similar words or expressions.
Forward-looking statements are based on certain assumptions, discuss future expectations, future plans and strategies, contain financial and operating projections or state other forward-looking information. Examples of forward-looking statements include the following:
Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. There are a number of factors, many of which are beyond our control that could cause actual results to differ significantly from management’s expectations. Some of these factors are discussed below.
You should not place undue reliance on any forward-looking statement and should consider the following uncertainties and risks, as well as the risks and uncertainties discussed elsewhere in this Report and the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 22, 2024.
Factors that could cause actual results to differ materially from historical results or those anticipated include, but are not limited to:
1
2
Other factors that could also cause results to differ from our expectations may not be described in this Report or any other document. Each of these factors could by itself, or together with one or more other factors, adversely affect our business, income and/or financial condition.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands, except share information) |
|
|||||
ASSETS |
|
|
|
|
|
|
||
Cash |
|
$ |
|
|
$ |
|
||
Short-term investments at fair value |
|
|
|
|
|
|
||
Mortgage-backed securities at fair value pledged to creditors |
|
|
|
|
|
|
||
Loans acquired for sale at fair value ($ |
|
|
|
|
|
|
||
Loans at fair value ($ |
|
|
|
|
|
|
||
Derivative assets ($ |
|
|
|
|
|
|
||
Deposits securing credit risk transfer arrangements pledged to creditors |
|
|
|
|
|
|
||
Mortgage servicing rights at fair value ($ |
|
|
|
|
|
|
||
Servicing advances ($ |
|
|
|
|
|
|
||
Due from PennyMac Financial Services, Inc. |
|
|
|
|
|
|
||
Other ($ |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES |
|
|
|
|
|
|
||
Assets sold under agreements to repurchase |
|
$ |
|
|
$ |
|
||
Mortgage loan participation purchase and sale agreements |
|
|
|
|
|
— |
|
|
Notes payable secured by credit risk transfer and mortgage servicing assets |
|
|
|
|
|
|
||
Unsecured senior notes |
|
|
|
|
|
|
||
Asset-backed financing of variable interest entities at fair value |
|
|
|
|
|
|
||
Interest-only security payable at fair value |
|
|
|
|
|
|
||
Derivative and credit risk transfer strip liabilities at fair value |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
|
|
|
|
||
Due to PennyMac Financial Services, Inc. |
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
|
||
Liability for losses under representations and warranties |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Commitments and contingencies ─ Note 17 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Preferred shares of beneficial interest, $ |
|
|
|
|
|
|
||
Common shares of beneficial interest—authorized, |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Total shareholders’ equity |
|
|
|
|
|
|
||
Total liabilities and shareholders’ equity |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these consolidated financial statements.
4
PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Assets and liabilities of consolidated variable interest entities (“VIEs”) included in total assets and liabilities (the assets of each VIE can only be used to settle liabilities of that VIE) are summarized below:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
ASSETS |
|
|
|
|
|
|
||
Loans at fair value |
|
$ |
|
|
$ |
|
||
Derivative assets |
|
|
|
|
|
|
||
Deposits securing credit risk transfer arrangements |
|
|
|
|
|
|
||
Other—interest receivable |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
LIABILITIES |
|
|
|
|
|
|
||
Asset-backed financings at fair value |
|
$ |
|
|
$ |
|
||
Derivative and credit risk transfer strip liabilities at fair value |
|
|
|
|
|
|
||
Interest-only security payable at fair value |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities—interest payable |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands, except per common share amounts) |
|
|||||
Net investment income |
|
|
|
|
|
||
Net loan servicing fees: |
|
|
|
|
|
||
From nonaffiliates |
|
|
|
|
|
||
Contractually specified |
$ |
|
|
$ |
|
||
Other |
|
|
|
|
|
||
|
|
|
|
|
|
||
Change in fair value of mortgage servicing rights |
|
( |
) |
|
|
( |
) |
Mortgage servicing rights hedging results |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
From PennyMac Financial Services, Inc. |
|
|
|
|
|
||
|
|
|
|
|
( |
) |
|
Net gains on investments and financings |
|
|
|
|
|
||
|
|
|
|
|
|
||
Net gains on loans acquired for sale: |
|
|
|
|
|
||
From nonaffiliates |
|
|
|
|
|
||
From PennyMac Financial Services, Inc. |
|
|
|
|
|
||
|
|
|
|
|
|
||
Loan origination fees |
|
|
|
|
|
||
Net interest expense: |
|
|
|
|
|
||
Interest income |
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
||
Net interest expense |
|
( |
) |
|
|
( |
) |
Results of real estate acquired in settlement of loans |
|
|
|
|
|
||
Other |
|
|
|
|
|
||
Net investment income |
|
|
|
|
|
||
Expenses |
|
|
|
|
|
||
Earned by PennyMac Financial Services, Inc.: |
|
|
|
|
|
||
Loan servicing fees |
|
|
|
|
|
||
Management fees |
|
|
|
|
|
||
Loan fulfillment fees |
|
|
|
|
|
||
Compensation |
|
|
|
|
|
||
Professional services |
|
|
|
|
|
||
Loan collection and liquidation |
|
|
|
|
|
||
Safekeeping |
|
|
|
|
|
||
Loan origination |
|
|
|
|
|
||
Other |
|
|
|
|
|
||
Total expenses |
|
|
|
|
|
||
Income before benefit from income taxes |
|
|
|
|
|
||
Benefit from income taxes |
|
( |
) |
|
|
( |
) |
Net income |
|
|
|
|
|
||
Dividends on preferred shares |
|
|
|
|
|
||
Net income attributable to common shareholders |
$ |
|
|
$ |
|
||
Earnings per common share |
|
|
|
|
|
||
Basic |
$ |
|
|
$ |
|
||
Diluted |
$ |
|
|
$ |
|
||
Weighted average common shares outstanding |
|
|
|
|
|
||
Basic |
|
|
|
|
|
||
Diluted |
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
6
PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES
|
|
Quarter ended March 31, 2024 |
|
|||||||||||||||||||||||||
|
|
Preferred shares |
|
|
Common shares |
|
|
|
|
|
|
|
||||||||||||||||
|
|
Number |
|
|
|
|
|
Number |
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|||||||
|
|
of |
|
|
|
|
|
of |
|
|
Par |
|
|
paid-in |
|
|
Accumulated |
|
|
|
|
|||||||
|
|
shares |
|
|
Amount |
|
|
shares |
|
|
value |
|
|
capital |
|
|
deficit |
|
|
Total |
|
|||||||
|
|
(in thousands, except per share amounts) |
|
|||||||||||||||||||||||||
Balance at December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Common shares ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Balance at March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Quarter ended March 31, 2023 |
|
|||||||||||||||||||||||||
|
|
Preferred shares |
|
|
Common shares |
|
|
|
|
|
|
|
||||||||||||||||
|
|
Number |
|
|
|
|
|
Number |
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|||||||
|
|
of |
|
|
|
|
|
of |
|
|
Par |
|
|
paid-in |
|
|
Accumulated |
|
|
|
|
|||||||
|
|
shares |
|
|
Amount |
|
|
shares |
|
|
value |
|
|
capital |
|
|
deficit |
|
|
Total |
|
|||||||
|
|
(in thousands, except per share amounts) |
|
|||||||||||||||||||||||||
Balance at December 31, 2022 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Common shares ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Repurchase of common shares |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Balance at March 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
The accompanying notes are an integral part of these consolidated financial statements.
7
PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
||
Change in fair value of mortgage servicing rights |
|
|
|
|
|
|
||
Mortgage servicing rights hedging results |
|
|
|
|
|
|
||
Net gains on investments and financings |
|
|
( |
) |
|
|
( |
) |
Net gains on loans acquired for sale |
|
|
( |
) |
|
|
( |
) |
Accrual of unearned discounts and amortization of purchase premiums on |
|
|
( |
) |
|
|
|
|
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Results of real estate acquired in settlement of loans |
|
|
( |
) |
|
|
( |
) |
Share-based compensation expense |
|
|
|
|
|
|
||
Purchase of loans acquired for sale at fair value from nonaffiliates |
|
|
( |
) |
|
|
( |
) |
Sale to nonaffiliates and repayment of loans acquired for sale |
|
|
|
|
|
|
||
Sale of loans acquired for sale to PennyMac Financial Services, Inc. |
|
|
|
|
|
|
||
Repurchase of loans subject to representations and warranties |
|
|
( |
) |
|
|
( |
) |
Decrease in servicing advances |
|
|
|
|
|
|
||
Decrease in due from PennyMac Financial Services, Inc. |
|
|
|
|
|
|
||
Repurchase of real estate previously sold as loans acquired for sale |
|
|
|
|
|
( |
) |
|
Increase in other assets |
|
|
( |
) |
|
|
( |
) |
Decrease in accounts payable and accrued liabilities |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in due to PennyMac Financial Services, Inc. |
|
|
|
|
|
( |
) |
|
Decrease in income taxes payable |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Net increase in short-term investments |
|
|
( |
) |
|
|
( |
) |
Purchase of mortgage-backed securities at fair value |
|
|
( |
) |
|
|
( |
) |
Sale and repayment of mortgage-backed securities at fair value |
|
|
|
|
|
|
||
Repurchase of loans at fair value |
|
|
|
|
|
( |
) |
|
Repayment of loans at fair value |
|
|
|
|
|
|
||
Net settlement of derivative financial instruments |
|
|
( |
) |
|
|
( |
) |
Distribution from credit risk transfer arrangements |
|
|
|
|
|
|
||
Purchase of mortgage servicing rights at fair value |
|
|
( |
) |
|
|
|
|
Transfer of mortgage servicing rights relating to delinquent loans to Agency |
|
|
( |
) |
|
|
|
|
Sale of real estate acquired in settlement of loans |
|
|
|
|
|
|
||
Decrease (increase) in margin deposits |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) investing activities |
|
|
|
|
|
( |
) |
The accompanying notes are an integral part of these consolidated financial statements.
Statements continued on the next page
8
PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Continued)
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Cash flows from financing activities |
|
|
|
|
|
||
Sale of assets under agreements to repurchase |
|
|
|
|
|
||
Repurchase of assets sold under agreements to repurchase |
|
( |
) |
|
|
( |
) |
Issuance of mortgage loan participation purchase and sale agreements |
|
|
|
|
|
||
Repayment of mortgage loan participation purchase and sale agreements |
|
( |
) |
|
|
( |
) |
Issuance of notes payable secured by credit risk transfer and mortgage servicing assets |
|
|
|
|
|
||
Repayment of notes payable secured by credit risk transfer and mortgage servicing assets |
|
( |
) |
|
|
( |
) |
Repayment of asset-backed financings at fair value |
|
( |
) |
|
|
( |
) |
Payment of debt issuance costs |
|
( |
) |
|
|
( |
) |
Payment of dividends to preferred shareholders |
|
( |
) |
|
|
( |
) |
Payment of dividends to common shareholders |
|
( |
) |
|
|
( |
) |
Payment of vested share-based compensation tax withholdings |
|
( |
) |
|
|
( |
) |
Repurchase of common shares of beneficial interest |
|
|
|
|
( |
) |
|
Net cash (used in) provided by financing activities |
|
( |
) |
|
|
|
|
Net (decrease) increase in cash |
|
( |
) |
|
|
|
|
Cash at beginning of quarter |
|
|
|
|
|
||
Cash at end of quarter |
$ |
|
|
$ |
|
||
Supplemental cash flow information |
|
|
|
|
|
||
Payments, net: |
|
|
|
|
|
||
Income taxes |
$ |
|
|
$ |
|
||
Interest |
$ |
|
|
$ |
|
||
Non cash investing activities: |
|
|
|
|
|
||
Receipt of mortgage servicing rights as proceeds from sales of loans |
$ |
|
|
$ |
|
||
Unsettled purchase of mortgage servicing rights |
$ |
|
|
$ |
|
||
Unsettled securities trades |
$ |
|
|
$ |
|
||
Transfer of loans and advances to real estate acquired in settlement of loans |
$ |
|
|
$ |
|
||
Non-cash financing activities: |
|
|
|
|
|
||
Dividends declared, not paid |
$ |
|
|
$ |
|
The accompanying notes are an integral part of these consolidated financial statements.
9
PENNYMAC MORTGAGE INVESTMENT TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1—Organization
PennyMac Mortgage Investment Trust (“PMT” or the “Company”) is a specialty finance company, which, through its subsidiaries (all of which are wholly-owned), invests in residential mortgage-related assets. The Company operates in
The Company primarily sells the loans it acquires through its correspondent production activities to government-sponsored entities ("GSEs") such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or to PLS for sale into securitizations guaranteed by the Government National Mortgage Association ("Ginnie Mae"), or the GSEs. Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an “Agency” and, collectively, as the “Agencies.”
The Company conducts substantially all of its operations and makes substantially all of its investments through its subsidiary, PennyMac Operating Partnership, L.P. (the “Operating Partnership”), and the Operating Partnership’s subsidiaries. A wholly-owned subsidiary of the Company is the sole general partner, and the Company is the sole limited partner, of the Operating Partnership.
The Company believes that it qualifies, and has elected to be taxed, as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To maintain its tax status as a REIT, the Company is required to distribute at least
Note 2—Basis of Presentation and Recently Issued Accounting Pronouncements
The Company’s consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification for interim financial information and with the Securities and Exchange Commission’s instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements and notes do not include all of the information required by GAAP for complete financial statements. This interim consolidated information should be read together with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
These unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, income, and cash flows for the interim periods presented, but are not necessarily indicative of the income that may be anticipated for the full year. Intercompany accounts and transactions have been eliminated.
Preparation of financial statements in compliance with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results will likely differ from those estimates.
The Company held
10
Recently Issued Accounting Pronouncements
During 2023, the FASB issued two Accounting Standards Updates (“ASUs”) aimed at increasing the amount of detail provided to financial statement users in certain existing disclosures. Neither ASU requires changes to the Company’s accounting. The ASUs are discussed below:
Segment Disclosures
The FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), that is intended to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for more detailed information about a reportable segment’s expenses.
The amendments in ASU 2023-07 are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The key amendments will require that the Company supplement its existing disclosures to include disclosure of:
The Company will be required to apply ASU 2023-07 in annual periods beginning with its fiscal year ending December 31, 2024 and for quarterly periods ended thereafter with early adoption permitted.
Income Tax Disclosures
The FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosures of:
The disclosures required by ASU 2023-09 are required in the Company’s annual financial statements beginning with the year ended December 31, 2025, with early adoption permitted.
Note 3—Concentration of Risks
As discussed in Note 1 – Organization above, PMT’s operations and investing activities are centered in residential mortgage-related assets, including CRT arrangements, subordinate MBS, Agency and senior Non-Agency MBS and MSRs. CRT arrangements and subordinate MBS are more sensitive to borrower credit performance than other mortgage-related investments such as traditional loans. Agency MBS. Interest-only (“IO”) stripped MBS, principal-only stripped MBS and senior non-Agency MBS are sensitive to changes in market interest rates. MSRs are sensitive to changes in prepayment rate activity and expectations.
Credit Risk
Note 6 – Variable Interest Entities details the Company’s investments in CRT arrangements whereby the Company sold pools of loans into Fannie Mae guaranteed loan securitizations which became reference pools underlying the CRT arrangements. Fannie Mae transferred IO ownership interests and recourse obligations based upon securitized reference pools of loans subject to the CRT arrangements into trust entities, and the Company acquired the IO ownership interest and assumed the recourse obligations in the CRT arrangements through the acquisition of beneficial interests in the trust entities.
The Company also invests in subordinate MBS, which are among the first beneficial interests in the issuing trusts to absorb credit losses on the underlying loans.
11
The Company’s retention of credit risk through its investment in CRT arrangements and subordinate MBS subjects it to risks associated with delinquency and foreclosure similar to the risks of loss associated with owning the underlying loans, which is greater than the risk of loss associated with selling such loans to the Agencies without the retention of such credit risk in the case of CRT arrangements and investing in senior mortgage securities in the case of subordinate MBS.
CRT Agreements are structured such that loans that reach a specific number of days delinquent trigger losses chargeable to the CRT Agreements based on the sizes of the delinquent loans and a contractual schedule of loss severity. Therefore, the risks associated with delinquency and foreclosure may in some instances be greater than the risks associated with owning the related loans because the structure of the CRT Agreements provides that the Company may be required to absorb losses in the event of delinquency or foreclosure even when there is ultimately no loss realized with respect to such loans (e.g., as a result of a borrower’s re-performance). In contrast, the structure of the Company’s investment in CRT strips requires PMT to absorb losses only when the reference loans realize losses.
Fair Value Risk
The Company is exposed to fair value risk in addition to the risks specific to credit and, as a result of prevailing market conditions, may be required to recognize losses associated with adverse changes to the fair value of its investments in MSRs, CRT arrangements, and MBS:
Note 4—Transactions with Related Parties
The Company enters into transactions with subsidiaries of PFSI in support of its operating, investing and financing activities as summarized below.
Operating Activities
Loan Servicing
The Company has a loan servicing agreement with PLS (the “Servicing Agreement”) pursuant to which PLS provides subservicing for the Company's portfolio of MSRs, loans held for sale and loans held in VIEs (prime servicing), and its portfolio of residential loans purchased with credit deterioration (special servicing). The Servicing Agreement provides for servicing fees earned by PLS that are established at a per loan monthly amount based on the delinquency, bankruptcy and/or foreclosure status of the serviced loan or REO.
Prime Servicing
The base servicing fees for prime loans subserviced by PLS on the Company’s behalf are $
To the extent that these prime loans become delinquent, PLS is entitled to an additional servicing fee per loan ranging from $
PLS is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and certain fees for pandemic-related forbearance and modification activities.
Special Servicing
The base servicing fee rates for loans purchased with credit deterioration (distressed loans) range from $
PLS receives activity-based fees for modifications, foreclosures and liquidations that it facilitates with respect to distressed loans, as well as other market-based refinancing and loan disposition fees.
The Servicing Agreement expires on
12
MSR Recapture Agreement
The Company has an MSR recapture agreement with PLS. Pursuant to the terms of the MSR recapture agreement, if PLS refinances (recaptures) mortgage loans for which the Company previously held the MSRs, PLS is generally required to transfer and convey to the Company cash in an amount equal to:
The “recapture rate” means, during each month, the ratio of (i) the aggregate unpaid principal balance ("UPB") of all recaptured loans, to (ii) the aggregate UPB of all mortgage loans for which the Company held the MSRs and that were refinanced or otherwise paid off in such month. PFSI has further agreed to allocate sufficient resources to target a recapture rate of at least
The MSR recapture agreement expires, unless terminated earlier in accordance with its terms, on
Following is a summary of loan servicing fees earned by PLS:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Loan servicing fees: |
|
|
|
|
|
||
Loans acquired for sale at fair value |
$ |
|
|
$ |
|
||
Loans at fair value |
|
|
|
|
|
||
Mortgage servicing rights |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
Average investment in loans: |
|
|
|
|
|
||
Acquired for sale at fair value |
$ |
|
|
$ |
|
||
At fair value |
$ |
|
|
$ |
|
||
Average MSR portfolio unpaid principal balance |
$ |
|
|
$ |
|
Correspondent Production Activities
The Company is provided fulfillment and other services by PLS under an amended and restated mortgage banking services agreement. The Company does not hold the Ginnie Mae approval required to issue securities guaranteed by Ginnie Mae MBS and act as a servicer. Accordingly, under the agreement, PLS currently purchases loans saleable in accordance with the Ginnie Mae MBS Guide “as is” and without recourse of any kind from the Company at cost less any administrative fees paid by the correspondent to the Company plus accrued interest and a sourcing fee. The Company may also sell conventional loans to PLS under the same arrangement subject to mutual agreement between the parties.
Fulfillment and sourcing fees are summarized below:
The mortgage banking services agreement expires, unless terminated earlier in accordance with its terms, on
13
The Company may purchase newly originated conforming balance non-government insured or guaranteed loans from PLS under a mortgage loan purchase and sale agreement.
Following is a summary of correspondent production activity between the Company and PLS:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Loan fulfillment fees earned by PLS |
$ |
|
|
$ |
|
||
UPB of loans fulfilled by PLS |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Sourcing fees received from PLS included in |
$ |
|
|
$ |
|
||
UPB of loans sold to PLS: |
|
|
|
|
|
||
Government guaranteed or insured |
$ |
|
|
$ |
|
||
Conventional conforming |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Tax service fees paid to PLS |
$ |
|
|
$ |
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
(in thousands) |
|
|||||
Loans included in Loans acquired for sale at fair value |
$ |
|
|
$ |
|
Management Fees
The Company has a management agreement with PCM pursuant to which PMT pays PCM management fees as follows:
For the purpose of determining the amount of the performance incentive fee:
“Net income” is defined as net income or loss attributable to the Company’s common shares of beneficial interest (“Common Shares”) calculated in accordance with GAAP, and adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges after discussion between PCM and the Company’s independent trustees and after approval by a majority of the Company’s independent trustees.
“Equity” is the weighted average of the issue price per Common Share of all of the Company’s public offerings, multiplied by the weighted average number of Common Shares outstanding (including restricted share units) in the rolling four-quarter period.
14
“High watermark” is the quarterly adjustment that reflects the amount by which the “net income” (stated as a percentage of return on "equity") in that quarter exceeds or falls short of the lesser of
The base management fee and the performance incentive fee are both payable quarterly in arrears. The performance incentive fee may be paid in cash or a combination of cash and the Company’s Common Shares (subject to a limit of no more than
In the event of termination of the management agreement between the Company and PCM, PCM may be entitled to a termination fee in certain circumstances.
Following is a summary of management fee expenses:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Base management |
$ |
|
|
$ |
|
||
Performance incentive |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
Average shareholders' equity amounts used |
$ |
|
|
$ |
|
Expense Reimbursement
Under the management agreement, PCM is entitled to reimbursement of its organizational and operating expenses, including third-party expenses, incurred on the Company’s behalf, it being understood that PCM and its affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of the Company. PCM is reimbursed $
The Company is required to pay PCM and its affiliates a portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of PCM and its affiliates required for the Company’s and its subsidiaries’ operations. These expenses are allocated based on the ratio of the Company’s and its subsidiaries’ proportion of gross assets compared to all remaining gross assets managed or owned by PCM and/or its affiliates as calculated at each fiscal quarter end.
Following is a summary of the Company’s reimbursements to PCM and its affiliates for expenses:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Reimbursement of: |
|
|
|
|
|
||
Expenses incurred on the Company’s behalf, net |
$ |
|
|
$ |
|
||
Common overhead incurred by PCM and its affiliates |
|
|
|
|
|
||
Compensation |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
Payments and settlements during the quarter (1) |
$ |
|
|
$ |
|
Financing Activities
PFSI held
15
Amounts Receivable from and Payable to PFSI
Amounts receivable from and payable to PFSI are summarized below:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
Due from PFSI-Miscellaneous receivables |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Due to PFSI: |
|
|
|
|
|
|
||
Correspondent production fees |
|
$ |
|
|
$ |
|
||
Management fees |
|
|
|
|
|
|
||
Loan servicing fees |
|
|
|
|
|
|
||
Allocated expenses and expenses and costs paid by PFSI |
|
|
|
|
|
|
||
Fulfillment fees |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
The Company has also transferred cash to PLS to fund loan servicing advances and REO property acquisition and preservation costs on its behalf. Such amounts are included in various of the Company's balance sheet items as summarized below:
Balance sheet line including advance amount |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
Loan servicing advances |
|
$ |
|
|
$ |
|
||
Real estate acquired in settlement of loans |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
Note 5—Loan Sales
The following table summarizes cash flows between the Company and transferees in transfers of loans that are accounted for as sales where the Company maintains continuing involvement with the loans:
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Cash flows: |
|
|
|
|
|
|
||
Proceeds from sales |
|
$ |
|
|
$ |
|
||
Loan servicing fees received |
|
$ |
|
|
$ |
|
The following table summarizes for the dates presented collection status information for loans that are accounted for as sales where the Company maintains continuing involvement:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
UPB of loans outstanding |
|
$ |
|
|
$ |
|
||
Collection status (UPB) |
|
|
|
|
|
|
||
Delinquency: |
|
|
|
|
|
|
||
30-89 days delinquent |
|
$ |
|
|
$ |
|
||
90 or more days delinquent: |
|
|
|
|
|
|
||
Not in foreclosure |
|
$ |
|
|
$ |
|
||
In foreclosure |
|
$ |
|
|
$ |
|
||
Bankruptcy |
|
$ |
|
|
$ |
|
||
Custodial funds managed by the Company (1) |
|
$ |
|
|
$ |
|
Note 6—Variable Interest Entities
The Company is a variable interest holder in various VIEs that relate to its investing and financing activities as discussed below.
16
Credit Risk Transfer Arrangements
The Company has previously entered into certain loan sales arrangements pursuant to which it accepted credit risk relating to the loans sold in exchange for a portion of the interest earned on such loans. These arrangements absorb scheduled or realized credit losses on such loans and include CRT Agreements, and other CRT securities.
The Company, through its subsidiary, PennyMac Corp. (“PMC”), entered into CRT arrangements with Fannie Mae, pursuant to which the Company sold pools of loans into Fannie Mae-guaranteed securitizations while retaining recourse obligations as part of the retention of IO ownership interests in such loans and include:
The Company placed Deposits securing CRT arrangements into subsidiary trust entities to secure its recourse obligations. The Deposits securing CRT arrangements represent the Company’s maximum contractual exposure to claims under its recourse obligations and are the sole source of settlement of losses under the CRT arrangements.
The Company’s exposure to losses under its recourse obligations was initially established at rates ranging from
The Company has concluded that the subsidiary trust entities holding its CRT arrangements are VIEs and the Company is the primary beneficiary of the VIEs as it is the holder of the primary beneficial interests which absorb the variability of the trusts’ income. For CRT Agreements, the Company recognizes its IO ownership interests and recourse obligations on the consolidated balance sheets as CRT Derivatives in Derivative assets and Derivative and credit risk transfer strip liabilities. For other CRT securities, the Company recognizes its IO ownership interests and recourse obligations as CRT strips which are also included on the consolidated balance sheet in Derivative and credit risk transfer strip liabilities. Gains and losses on the derivatives and strips (including the IO ownership interest sold to nonaffiliates) included in the CRT arrangements are included in Net gains on investments and financings in the consolidated statements of income.
Following is a summary of the CRT arrangements:
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Net investment income: |
|
|
|
|
|
|
||
Net gains on investments and financings: |
|
|
|
|
|
|
||
CRT Derivatives and strips: |
|
|
|
|
|
|
||
CRT derivatives |
|
|
|
|
|
|
||
Realized |
|
$ |
|
|
$ |
|
||
Valuation changes |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
CRT strips |
|
|
|
|
|
|
||
Realized |
|
|
|
|
|
|
||
Valuation changes |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Interest-only security payable at fair value |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Interest income — Deposits securing CRT arrangements |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Net payments made to settle losses on CRT arrangements |
|
$ |
|
|
$ |
|
17
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
Carrying value of CRT arrangements: |
|
|
|
|
|
|
||
Derivative assets - CRT derivatives |
|
$ |
|
|
$ |
|
||
CRT strip liabilities |
|
|
( |
) |
|
|
( |
) |
Deposits securing CRT arrangements |
|
|
|
|
|
|
||
Interest-only security payable at fair value |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
CRT arrangement assets pledged to secure borrowings: |
|
|
|
|
|
|
||
Derivative assets |
|
$ |
|
|
$ |
|
||
Deposits securing CRT arrangements (1) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
UPB of loans underlying CRT arrangements |
|
$ |
|
|
$ |
|
||
Collection status (UPB): |
|
|
|
|
|
|
||
Delinquency |
|
|
|
|
|
|
||
Current |
|
$ |
|
|
$ |
|
||
30-89 days delinquent |
|
$ |
|
|
$ |
|
||
90-180 days delinquent |
|
$ |
|
|
$ |
|
||
180 or more days delinquent |
|
$ |
|
|
$ |
|
||
Foreclosure |
|
$ |
|
|
$ |
|
||
Bankruptcy |
|
$ |
|
|
$ |
|
Subordinate Mortgage-Backed Securities
The Company retains or purchases subordinate MBS in transactions sponsored by PMC or a nonaffiliate. Cash inflows from the loans underlying these securities are distributed to investors and service providers in accordance with the respective securities' contractual priority of payments and, as such, most of these inflows must be directed first to service and repay the senior securities.
The rights of holders of subordinate securities to receive distributions of principal and/or interest, as applicable, are subordinate to the rights of holders of senior securities. After the senior securities are repaid, substantially all cash inflows will be directed to the subordinate securities, including those held by the Company, until they are fully repaid.
The Company’s retention or purchase of subordinate MBS exposes PMT to the credit risk in the underlying loans because the Company’s investments are among the first beneficial interests to absorb credit losses on those assets. The Company’s exposure to losses from its investments in subordinate MBS is limited to its recorded investment in such securities.
The Company has concluded that the trusts holding the assets underlying certain of these transactions are VIEs. The Company has concluded that it is the primary beneficiary of the VIEs as it has the power, through PLS, in its role as the servicer or sub-servicer of the loans, to direct the activities of the trusts that most significantly impact the trusts’ economic performance and, as a holder of subordinate securities, that PMT is exposed to losses that could potentially be significant to the VIEs. Therefore, PMT consolidates those VIEs.
The Company recognizes the interest income earned on the loans owned by the VIEs and the interest expense attributable to the asset-backed securities issued to nonaffiliates by its consolidated VIEs on its consolidated statements of income.
Following is a summary of the Company’s investment in subordinate MBS backed by assets held in consolidated VIEs:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Net investment income |
|
|
|
|
|
||
Fair value changes: |
|
|
|
|
|
||
Loans at fair value |
$ |
( |
) |
|
$ |
|
|
Asset-backed financings at fair value |
|
|
|
|
( |
) |
|
Interest income |
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
18
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
(in thousands) |
|
|||||
Loans at fair value |
$ |
|
|
$ |
|
||
Asset-backed financings at fair value |
$ |
|
|
$ |
|
||
Retained subordinate MBS at fair value pledged to |
$ |
|
|
$ |
|
Financing of Mortgage Servicing Assets
The Company entered into a securitization transaction in which VIEs issued variable funding notes backed by beneficial interests in Fannie Mae MSRs. The Company acts as guarantor of the variable funding notes. The Company determined that it is the primary beneficiary of the VIEs because, as the holder of the variable funding notes and issuer of performance guarantees, it holds the variable interests in the VIEs. Therefore, the Company consolidates the VIEs.
For financial reporting purposes, the MSRs financed by the consolidated VIEs are included in Mortgage servicing rights at fair value and the variable funding notes are included in Assets sold under agreements to repurchase and Notes payable secured by credit risk transfer and mortgage servicing assets on the Company’s consolidated balance sheets. The financing is detailed in Note 15 – Long Term Debt.
Note 7— Fair Value
The Company’s consolidated financial statements include assets and liabilities that are measured at or based on their fair values. Measurement at or based on fair value may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability and whether the Company has elected to carry the item at its fair value as discussed in the following paragraphs.
The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:
As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” fair value assets and liabilities, the Company is required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in valuing these assets and liabilities and their fair values. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these assets and liabilities, subsequent transactions may be at values significantly different from those reported.
The Company reclassifies its assets and liabilities between levels of the fair value hierarchy when the inputs required to establish fair value at a level of the fair value hierarchy are no longer readily available, requiring the use of lower-level inputs, or when the inputs required to establish fair value at a higher level of the hierarchy become available.
Fair Value Accounting Elections
The Company identified all of PMT’s non-cash financial assets and MSRs to be accounted for at fair value. The Company has elected to account for these assets at fair value so such changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company’s performance.
The Company has also identified its Asset-backed financings at fair value and Interest-only security payable at fair value to be accounted for at fair value to reflect the generally offsetting changes in fair value of these borrowings to changes in fair value of the assets at fair value collateralizing these financings. For other borrowings, the Company has determined that historical cost accounting is more appropriate because under this method debt issuance costs are amortized over the term of the debt facility, thereby matching the debt issuance cost to the periods benefiting from the availability of the debt.
19
Financial Statement Items Measured at Fair Value on a Recurring Basis
Following is a summary of financial statement items that are measured at fair value on a recurring basis:
|
|
March 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Mortgage-backed securities at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans acquired for sale at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Call options on interest rate futures purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Put options on interest rate futures purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward sale contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
MBS put options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
CRT derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate lock commitments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets before netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets after netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage servicing rights at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asset-backed financings at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest-only security payable at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative and credit risk transfer strip liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Put options on interest rate futures sell contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward sales contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate lock commitments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative liabilities before netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netting |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total derivative liabilities after netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Credit risk transfer strips |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative and credit risk transfer strip liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
20
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Mortgage-backed securities at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans acquired for sale at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Call options on interest rate futures purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Put options on interest rate futures purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward sale contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
MBS call options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
MBS put options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
CRT derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate lock commitments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets before netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets after netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage servicing rights at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asset-backed financings at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest-only security payable at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative liabilities and credit risk transfer strips: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Call options on interest rate futures purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Call options on interest rate futures sell contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward sales contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate lock commitments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative liabilities before netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netting |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total derivative liabilities after netting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Credit risk transfer strips |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative and credit risk transfer strip |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
21
The following is a summary of changes in items measured at fair value on a recurring basis using Level 3 inputs that are significant to the estimation of the fair values of the assets and liabilities at either the beginning or end of the quarters presented:
|
|
Quarter ended March 31, 2024 |
|
|||||||||||||||||||||||||||||
Assets (1) |
|
Interest-only stripped mortgage-backed securities |
|
|
Loans |
|
|
Loans at |
|
|
CRT |
|
|
Interest rate |
|
|
CRT |
|
|
Mortgage |
|
|
Total |
|
||||||||
|
|
(in thousands) |
|
|||||||||||||||||||||||||||||
Balance, December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Purchases and issuances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repayments and sales |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Accrual of unearned discounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts received pursuant to sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Changes in fair value included in results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Changes in instrument - specific |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other factors |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Transfers of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||||
Interest rate lock commitments to loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||||
Mortgage servicing rights relating to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Changes in fair value recognized during |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
Liabilities |
|
Quarter ended March 31, 2024 |
|
|
|
|
(in thousands) |
|
|
Interest-only security payable: |
|
|
|
|
Balance, December 31, 2023 |
|
$ |
|
|
Changes in fair value included in income arising from: |
|
|
|
|
Changes in instrument - specific credit risk |
|
|
|
|
Other factors |
|
|
( |
) |
|
|
|
( |
) |
Balance, March 31, 2024 |
|
$ |
|
|
Changes in fair value recognized during the quarter |
|
$ |
( |
) |
22
|
|
Quarter ended March 31, 2023 |
|
|||||||||||||||||||||||||
Assets (1) |
|
Loans |
|
|
Loans at |
|
|
CRT |
|
|
Interest |
|
|
CRT strips |
|
|
Mortgage |
|
|
Total |
|
|||||||
|
|
(in thousands) |
|
|||||||||||||||||||||||||
Balance, December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Purchases and issuances |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||||
Repayments and sales |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Amounts received pursuant to sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Changes in fair value included in results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Changes in instrument - specific credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other factors |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Transfers of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans to REO |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest rate lock commitments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||||
Mortgage servicing rights relating to |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Balance, March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Changes in fair value recognized during |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
Liabilities |
|
Quarter ended March 31, 2023 |
|
|
|
|
(in thousands) |
|
|
Interest-only security payable: |
|
|
|
|
Balance, December 31, 2022 |
|
$ |
|
|
Changes in fair value included in income arising from: |
|
|
|
|
Changes in instrument-specific credit risk |
|
|
|
|
Other factors |
|
|
|
|
|
|
|
|
|
Balance, March 31, 2023 |
|
$ |
|
|
Changes in fair value recognized during the year relating |
|
$ |
|
23
Financial Statement Items Measured at Fair Value under the Fair Value Option
Following are the fair values and related principal amounts due upon maturity of loans accounted for under the fair value option (including loans acquired for sale, loans held in consolidated VIEs, and distressed loans):
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
Fair value |
|
|
Principal |
|
|
Difference |
|
|
Fair value |
|
|
Principal |
|
|
Difference |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Loans acquired for sale at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current through 89 days delinquent |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
90 or more days delinquent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Not in foreclosure |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
In foreclosure |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Loans at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Held in consolidated VIEs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current through 89 days delinquent |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||||
90 or more days delinquent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Not in foreclosure |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
In foreclosure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
Distressed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current through 89 days delinquent |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
90 or more days delinquent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Not in foreclosure |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
In foreclosure |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
Following are the changes in fair value included in current period income by consolidated statement of income line item for financial statement items accounted for under the fair value option:
|
|
Quarter ended March 31, 2024 |
|
|||||||||||||||||
|
|
Net loan |
|
|
Net gains on investments and financings |
|
|
Net gains on loans acquired for sale |
|
|
Net interest |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities at fair value |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Loans acquired for sale at fair value |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Loans at fair value |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Credit risk transfer strips |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MSRs at fair value |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest-only security payable at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Asset-backed financings at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
24
|
|
Quarter ended March 31, 2023 |
|
|||||||||||||||||
|
|
Net loan |
|
|
Net gains on investments and financings |
|
|
Net gains on loans acquired for sale |
|
|
Net interest |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Loans acquired for sale at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit risk transfer strips |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MSRs at fair value |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest-only security payable at fair value |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Asset-backed financings at fair value |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
Financial Statement Item Measured at Fair Value on a Nonrecurring Basis
Following is a summary of the carrying value of assets that were remeasured during the quarter based on fair value on a nonrecurring basis:
Real estate acquired in settlement of loans |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The following table summarizes the fair value changes recognized during the quarters on assets held at quarter end that were remeasured at fair value on a nonrecurring basis:
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Real estate acquired in settlement of loans |
|
$ |
|
|
$ |
|
The Company remeasures its REO based on fair value when it evaluates the REO properties for impairment. The Company evaluates its REO for impairment with reference to the respective properties’ fair values less costs to sell. REO may be revalued after acquisition due to the Company receiving greater access to the property, the property being held for an extended period or receiving indications that the property’s fair value may not be supported by developing market conditions. Any subsequent change in fair value to a level that is less than or equal to the property’s cost is recognized in Results of real estate acquired in settlement of loans in the Company’s consolidated statements of income.
Fair Value of Financial Instruments Carried at Amortized Cost
Most of the Company’s borrowings are carried at amortized cost. The Company’s Assets sold under agreements to repurchase, Mortgage loan participation purchase and sale agreements, Notes payable secured by credit risk transfer and mortgage servicing assets and the Exchangeable Notes, as defined in Note 15 – Long Term Debt, are classified as “Level 3” fair value liabilities due to the Company’s reliance on unobservable inputs to estimate these instruments’ fair values. The Company classifies the 2023 Senior Notes, defined in Note 15 – Long-Term Debt, as “Level 2” fair value liabilities.
The Company has concluded that the fair values of these borrowings other than term notes and term loans included in Notes payable secured by credit risk transfer and mortgage servicing assets and the Unsecured senior notes approximate the agreements’ carrying values due to the borrowing agreements’ variable interest rates and short maturities.
The Company estimates the fair value of the term notes and term loans included in Notes payable secured by credit risk transfer and mortgage servicing assets using indications of fair value provided by nonaffiliate brokers for the term notes and internal estimates
25
of fair value for the term loans, and uses pricing services for estimates of fair value of its Unsecured senior notes.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
Instrument |
|
Carrying value |
|
|
Fair value |
|
|
Carrying value |
|
|
Fair value |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Notes payable secured by credit risk transfer |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Unsecured senior notes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Valuation Governance
Most of the Company’s assets, its Asset-backed financings at fair value, Interest-only security payable at fair value and Derivative and credit risk transfer strip liabilities at fair value are carried at fair value with changes in fair value recognized in current period income. A substantial portion of these items are “Level 3” fair value assets and liabilities which require the use of unobservable inputs that are significant to the estimation of the fair values of the assets and liabilities. Unobservable inputs reflect the Company’s own judgments about the factors that market participants use in pricing an asset or liability and are based on the best information available under the circumstances.
Due to the difficulty in estimating the fair values of “Level 3” fair value assets and liabilities, the Company has assigned responsibility for estimating the fair value of these assets and liabilities to specialized staff within PFSI's capital markets group and subjects the valuation process to significant senior management oversight.
With respect to “Level 3” valuations other than IRLCs, the capital markets valuation staff reports to PFSI’s senior management valuation committee, which oversees the valuations. The capital markets valuation staff monitors the models used for valuation of the Company’s “Level 3” fair value assets and liabilities other than IRLCs, including the models’ performance versus actual results, and reports those results to PFSI’s senior management valuation committee. PFSI’s senior management valuation committee includes the Company’s chief financial and investment officers as well as other senior members of PFSI’s finance, risk management and capital markets staffs.
The capital markets valuation staff is responsible for reporting to PFSI’s senior management valuation committee on the changes in the valuation of the non-IRLC “Level 3” fair value assets and liabilities, including major factors affecting the valuation and any changes in model methods and inputs. To assess the reasonableness of its valuations, the capital markets valuation staff presents an analysis of the effect on the valuation of changes to the significant inputs to the models and, for MSRs, comparisons of its estimates of fair value and key inputs to those procured from nonaffiliate brokers and published surveys.
The fair value of the Company’s IRLCs is developed by its capital markets risk management staff and is reviewed by its capital markets operations staff.
Valuation Techniques and Inputs
The following is a description of the techniques and inputs used in estimating the fair values of “Level 2” and “Level 3” fair value assets and liabilities:
Mortgage-Backed Securities
The Company’s categorization of its current holdings of MBS is based on whether the respective security is an IO security:
The key inputs used in the estimation of the fair value of IO securities include discount rate (pricing spread) and prepayment rate (prepayment speed). Significant changes to those inputs in isolation may result in a significant change in the IO securities' fair value measurement. Changes in these key inputs are not directly related.
26
Following are the key inputs used in determining the fair value of IO securities:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Fair value (in thousands) |
|
$ |
|
|
$ |
|
||
Key inputs (1) |
|
|
|
|
|
|
||
Pricing spread (2) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Annual total prepayment speed (3) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Equivalent life (in years) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
Changes in the fair value of MBS are included in Net gains on investments and financings in the consolidated statements of income.
Loans
Fair value of loans is estimated based on whether the loans are saleable into active markets:
Derivative and Credit Risk Transfer Strip Assets and Liabilities
CRT Derivatives
The Company categorizes CRT derivatives as “Level 3” fair value assets and liabilities. The fair values of CRT derivatives are based on indications of fair value provided to the Company by nonaffiliate brokers for the certificates representing the beneficial interests in the trusts holding the Deposits securing credit risk transfer arrangements pledged to creditors, the recourse obligations and the IO ownership interests. Together, the recourse obligation and the IO ownership interest comprise the CRT derivative. Fair value of
27
the CRT derivatives is derived by deducting the balance of the Deposits securing credit risk transfer arrangements pledged to creditors from the fair values of the certificates.
The Company assesses the fair values it receives from nonaffiliate brokers using the discounted cash flow approach. The significant unobservable inputs used by the Company in its review and approval of the valuation of CRT derivatives are the discount rates, voluntary and involuntary prepayment speeds and the remaining loss expectations of the reference loans. Changes in fair value of CRT derivatives are included in Net gains on investments and financings in the consolidated statements of income.
Following is a quantitative summary of key unobservable inputs used in the Company’s review and approval of broker-provided fair values for CRT derivatives:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(dollars in thousands) |
|
|||||
Fair value |
|
$ |
|
|
$ |
|
||
UPB of loans in reference pools |
|
$ |
|
|
$ |
|
||
Key inputs (1) |
|
|
|
|
|
|
||
Discount rate |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Voluntary prepayment speed (2) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Involuntary prepayment speed (3) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Remaining loss expectation |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
Interest Rate Lock Commitments
The Company categorizes IRLCs as “Level 3” fair value assets and liabilities. The Company estimates the fair value of IRLCs based on quoted Agency MBS prices, the probability that the loans will be purchased under the commitments (the “pull-through rate”) and the Company’s estimate of the fair value of the MSRs it expects to receive upon sale of the loans.
The significant unobservable inputs used in the fair value measurement of the Company’s IRLCs are the pull-through rates and the estimated MSRs attributed to the mortgage loans subject to the commitments. Significant changes in the pull-through rates or the MSR components of the IRLCs, in isolation, may result in a significant change in the IRLCs’ fair values. The financial effects of changes in these inputs are generally inversely correlated as increasing interest rates have a positive effect on the fair value of the MSR component of an IRLC’s fair value, but also increase the pull-through rate for the loan principal and interest payment cash flow component that has decreased in fair value. Changes in fair value of IRLCs are included in Net gains on loans acquired for sale in the consolidated statements of income.
28
Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Fair value (in thousands) (1) |
|
$ |
|
|
$ |
|
||
Committed amount (in thousands) |
|
$ |
|
|
$ |
|
||
Key inputs (2) |
|
|
|
|
|
|
||
Pull-through rate |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
MSR fair value expressed as |
|
|
|
|
|
|
||
Servicing fee multiple |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Percentage of unpaid principal balance |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
Hedging Derivatives
Fair values of derivative financial instruments actively traded on exchanges are categorized by the Company as “Level 1” fair value assets and liabilities. Fair values of derivative financial instruments based on observable interest rates, volatilities and prices in the MBS or other markets are categorized by the Company as “Level 2” fair value assets and liabilities. Changes in the fair value of hedging derivatives are included in Net loan servicing fees – from nonaffiliates – Mortgage servicing rights hedging results, Net gains on investments and financings, or Net gains on loans acquired for sale, as applicable, in the consolidated statements of income.
Credit Risk Transfer Strips
The Company categorizes CRT strips as “Level 3” fair value liabilities. The fair values of CRT strips are based on indications of fair value provided to the Company by nonaffiliate brokers for the securities representing the beneficial interests in the trusts holding the Deposits securing credit risk transfer arrangements pledged to creditors, the IO ownership interests and recourse obligations. Together, the IO ownership interest and the recourse obligation comprise the CRT strip.
Fair value of the CRT strips is derived by deducting the balance of the Deposits securing credit risk transfer arrangements pledged to creditors from the indications of fair value of the securities provided by the nonaffiliate brokers.
The Company assesses the indications of fair value it receives from nonaffiliate brokers using the discounted cash flow approach. The significant unobservable inputs used by the Company in its review and approval of the valuation of the CRT strips are the discount rates, voluntary and involuntary prepayment speeds and the remaining loss expectations of the reference loans. Changes in fair value of CRT strips are included in Net gains on investments and financings in the consolidated statements of income.
29
Following is a quantitative summary of key unobservable inputs used in the Company’s review and approval of the broker-provided fair values used to derive the fair value of the CRT strip liabilities:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(dollars in thousands) |
|
|||||
Fair value |
|
$ |
|
|
$ |
|
||
Unpaid principal balance of loans in the |
|
$ |
|
|
$ |
|
||
Key inputs (1) |
|
|
|
|
|
|
||
Discount rate |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Voluntary prepayment speed (2) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Involuntary prepayment speed (3) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Remaining loss expectation |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
Mortgage Servicing Rights
The Company categorizes MSRs as “Level 3” fair value assets. The Company uses a discounted cash flow approach to estimate the fair values of MSRs. The fair values of MSRs are derived from the net positive cash flows associated with the servicing agreements. The Company receives a servicing fee based on the remaining UPB of the loans subject to the servicing agreements and generally has the right to receive other remuneration including various mortgagor-contracted fees such as late charges and collateral reconveyance charges, and is generally entitled to retain any placement fees earned on certain custodial funds held pending remittance of mortgagor principal, interest, tax and insurance payments.
The key inputs used in the estimation of the fair value of MSRs include the applicable pricing spreads, the prepayment speeds of the underlying loans, and the annual per-loan costs to service the loans, all of which are unobservable. Significant changes to any of those inputs in isolation could result in a significant change in the MSR fair value measurement. Changes in these key inputs are not directly related. Changes in the fair value of MSRs are included in Net loan servicing fees – From nonaffiliates – Change in fair value of mortgage servicing rights in the consolidated statements of income.
MSRs are generally subject to loss in fair value when prepayment speed expectations and experience increase, when returns required by market participants (pricing spreads) increase, or when annual per-loan costs of servicing increase. Reductions in the fair value of MSRs affect income primarily through recognition of the change in fair value.
30
Following are the key inputs used in determining the fair value of MSRs at the time of initial recognition:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
MSRs recognized (in thousands) |
$ |
|
|
$ |
|
||
Unpaid principal balance of underlying loans (in thousands) |
$ |
|
|
$ |
|
||
Weighted average annual servicing fee rate (in basis points) |
|
|
|
||||
Key inputs (1) |
|
|
|
|
|
||
Pricing spread (2) |
|
|
|
|
|
||
Range |
|
|
|
||||
Weighted average |
|
|
|
||||
Prepayment speed (3) |
|
|
|
|
|
||
Range |
|
|
|
||||
Weighted average |
|
|
|
||||
Equivalent average life (in years) |
|
|
|
|
|
||
Range |
|
|
|
||||
Weighted average |
|
|
|
||||
Annual per-loan cost of servicing |
|
|
|
|
|
||
Range |
$ |
|
|
$ |
|
||
Weighted average |
$ |
|
|
$ |
|
Following is a quantitative summary of key inputs used in the valuation of MSRs as of the dates presented, and the effect on the fair value from adverse changes in those inputs:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Fair value (in thousands) |
|
$ |
|
|
$ |
|
||
Unpaid principal balance of underlying loans (in thousands) |
|
$ |
|
|
$ |
|
||
Weighted average annual servicing fee rate (in basis points) |
|
|
|
|
||||
Weighted average note interest rate |
|
|
|
|
||||
Key inputs (1) |
|
|
|
|
|
|
||
Pricing spread (2) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Effect on fair value (in thousands) of (3): |
|
|
|
|
|
|
||
5% adverse change |
|
$( |
|
|
$( |
|
||
10% adverse change |
|
$( |
|
|
$( |
|
||
20% adverse change |
|
$( |
|
|
$( |
|
||
Prepayment speed (4) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Equivalent average life (in years) |
|
|
|
|
|
|
||
Range |
|
|
|
|
||||
Weighted average |
|
|
|
|
||||
Effect on fair value (in thousands) of (3): |
|
|
|
|
|
|
||
5% adverse change |
|
$( |
|
|
$( |
|
||
10% adverse change |
|
$( |
|
|
$( |
|
||
20% adverse change |
|
$( |
|
|
$( |
|
||
Annual per-loan cost of servicing |
|
|
|
|
|
|
||
Range |
|
$ |
|
|
$ |
|
||
Weighted average |
|
$ |
|
|
$ |
|
||
Effect on fair value (in thousands) of (3): |
|
|
|
|
|
|
||
5% adverse change |
|
$( |
|
|
$( |
|
||
10% adverse change |
|
$( |
|
|
$( |
|
||
20% adverse change |
|
$( |
|
|
$( |
|
31
Real Estate Acquired in Settlement of Loans
REO is measured based on its fair value on a nonrecurring basis and is categorized as a “Level 3” fair value asset. Fair value of REO is established by using a current estimate of fair value from either a broker’s price opinion, a full appraisal, or the price given in a pending contract of sale.
REO fair values are reviewed by PLS staff appraisers when the Company obtains multiple indications of fair value and there is a significant difference between the indications of fair value. PLS staff appraisers will attempt to resolve the difference between the indications of fair value. In circumstances where the staff appraisers are not able to generate adequate data to support a fair value conclusion, the staff appraisers obtain an additional appraisal to determine fair value. Recognized changes in the fair value of REO are included in Results of real estate acquired in settlement of loans in the consolidated statements of income.
Note 8— Mortgage-Backed Securities
Following is a summary of activity in the Company’s holdings of MBS:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Balance at beginning of quarter |
$ |
|
|
$ |
|
||
Purchases |
|
|
|
|
|
||
Sales |
|
( |
) |
|
|
( |
) |
Repayments |
|
( |
) |
|
|
( |
) |
Changes in fair value included in income arising from: |
|
|
|
|
|
||
Accrual (amortization) of net purchase premiums and discounts |
|
|
|
|
( |
) |
|
Valuation adjustments, net |
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
Balance at end of quarter |
$ |
|
|
$ |
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
(in thousands) |
|
|||||
Fair value of mortgage-backed securities pledged to secure |
$ |
|
|
$ |
|
Following is a summary of the Company’s investments in MBS:
|
|
March 31, 2024 |
|
|||||||||||||
Security type (1) |
|
Principal |
|
|
Unamortized |
|
|
Cumulative |
|
|
Fair value |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Agency fixed-rate pass-through securities |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Subordinate credit-linked securities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Senior non-Agency securities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Principal-only stripped mortgage-backed |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
||
Interest-only stripped mortgage-backed |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
$ |
|
32
|
|
December 31, 2023 |
|
|||||||||||||
Security type (1) |
|
Principal |
|
|
Unamortized |
|
|
Cumulative |
|
|
Fair value |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Agency fixed-rate pass-through securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Subordinate credit-linked securities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Senior non-Agency securities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Principal-only stripped mortgage-backed |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
||
Interest-only stripped mortgage-backed |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
$ |
|
Note 9—Loans Acquired for Sale at Fair Value
Following is a summary of the distribution of the Company’s loans acquired for sale at fair value:
Loan type |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
GSE eligible — held for sale to nonaffiliates (1) |
|
$ |
|
|
$ |
|
||
Held for sale to PLS |
|
|
|
|
|
|
||
Government insured or guaranteed |
|
|
|
|
|
|
||
Conventional conforming loans |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Jumbo |
|
|
|
|
|
|
||
Home equity lines of credit |
|
|
|
|
|
|
||
Repurchased pursuant to representations and warranties |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Loans pledged to secure: |
|
|
|
|
|
|
||
Assets sold under agreements to repurchase |
|
$ |
|
|
$ |
|
||
Mortgage loan participation purchase and sale agreements |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
Note 10—Loans at Fair Value
Loans at fair value are comprised primarily of loans held in VIEs securing asset-backed financings as described in Note 6 –Variable Interest Entities – Subordinate Mortgage-Backed Securities.
Following is a summary of the distribution of the Company’s loans at fair value:
Loan type |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
Loans in VIEs: |
|
|
|
|
|
|
||
Agency-conforming loans secured by investment properties |
|
$ |
|
|
$ |
|
||
Fixed interest rate jumbo loans |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Distressed loans |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Loans at fair value pledged to secure: |
|
|
|
|
|
|
||
Asset-backed financings at fair value (1) |
|
$ |
|
|
$ |
|
||
Assets sold under agreements to repurchase |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
33
Note 11—Derivative and Credit Risk Transfer Strip Assets and Liabilities
Derivative and credit risk transfer assets and liabilities are summarized below:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
Derivative assets |
|
$ |
|
|
$ |
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Derivative liabilities |
|
$ |
|
|
$ |
|
||
Credit risk transfer strip liabilities |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
The Company records all derivative and CRT strip assets and liabilities at fair value and records changes in fair value in current period income.
Derivative Activities
The Company holds and issues derivative financial instruments in connection with its operating, investing and financing activities. Derivative financial instruments are created as a result of certain of the Company’s operations and the Company also enters into derivative transactions as part of its interest rate risk management activities.
Derivative financial instruments created as a result of the Company’s operations include:
The Company engages in interest rate risk management activities in an effort to reduce the variability of earnings caused by the effects of changes in interest rates on the fair values of certain of its assets and liabilities. The Company bears price risk related to its mortgage production, servicing assets and MBS financing activities due to changes in market interest rates as discussed below:
To manage the price risk resulting from these interest rate risks, the Company uses derivative financial instruments with the intention of moderating the risk that changes in market interest rates will result in unfavorable changes in the fair values of the Company’s MBS, inventory of loans acquired for sale, IRLCs and MSRs. The Company does not designate and qualify any of its derivative financial instruments for hedge accounting.
Cash flows from derivative financial instruments relating to hedging of IRLCs and loans acquired for sale are included in Cash flows from operating activities in Sale to nonaffiliates and repayment of loans acquired for sale at fair value. Cash flows from derivative financial instruments relating to hedging of MSRs are included in Cash flows from investing activities.
34
Derivative Notional Amounts and Fair Value of Derivatives
The Company had the following derivative assets and liabilities recorded within Derivative assets and Derivative and credit risk transfer liabilities and related margin deposits on the consolidated balance sheets:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
|
|
|
Fair value |
|
|
|
|
|
Fair value |
|
||||||||||||
|
|
Notional |
|
|
Derivative |
|
|
Derivative |
|
|
Notional |
|
|
Derivative |
|
|
Derivative |
|
||||||
Instrument |
|
amount (1) |
|
|
assets |
|
|
liabilities |
|
|
amount (1) |
|
|
assets |
|
|
liabilities |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Hedging derivatives subject to master netting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Call options on interest rate futures purchase |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Put options on interest rate futures purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Call options on interest rate futures sell contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Put options on interest rate futures sell contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward sale contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MBS call options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MBS put options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bond futures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swap futures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other derivatives not subject to master netting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CRT derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate lock commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total derivative instruments before netting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Netting |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Margin deposits placed with derivative |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
||||||
Derivative assets pledged to secure: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Notes payable secured by credit risk transfer |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
(1)
(2)
Netting of Financial Instruments
The Company has elected to net derivative asset and liability positions, and cash collateral placed with or received from its counterparties when such positions are subject to legally enforceable master netting arrangements and the Company intends to set off. The derivative financial instruments that are not subject to master netting arrangements are CRT derivatives and IRLCs. As of March 31, 2024 and December 31, 2023, the Company was not a party to any reverse repurchase agreements or securities lending transactions that are required to be disclosed in the following tables.
35
Derivative Assets, Financial Instruments and Collateral Held by Counterparty
The following table summarizes by significant counterparty the amounts of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance qualifying for setoff accounting.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||||||||||
|
|
Net amount |
|
|
Gross amounts |
|
|
|
|
|
Net amount |
|
|
Gross amounts |
|
|
|
|
||||||||||||||
|
|
of assets |
|
|
not offset in the |
|
|
|
|
|
of assets |
|
|
not offset in the |
|
|
|
|
||||||||||||||
|
|
presented |
|
|
consolidated |
|
|
|
|
|
presented |
|
|
consolidated |
|
|
|
|
||||||||||||||
|
|
in the |
|
|
balance sheet |
|
|
|
|
|
in the |
|
|
balance sheet |
|
|
|
|
||||||||||||||
|
|
consolidated |
|
|
|
|
|
Cash |
|
|
|
|
|
consolidated |
|
|
|
|
|
Cash |
|
|
|
|
||||||||
|
|
balance |
|
|
Financial |
|
|
collateral |
|
|
Net |
|
|
balance |
|
|
Financial |
|
|
collateral |
|
|
Net |
|
||||||||
|
|
sheet |
|
|
instruments |
|
|
received |
|
|
amount |
|
|
sheet |
|
|
instruments |
|
|
received |
|
|
amount |
|
||||||||
Counterparty |
|
(in thousands) |
|
|||||||||||||||||||||||||||||
CRT derivatives |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Interest rate lock commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
RJ O’Brien & Associates, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Morgan Stanley & Co. LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wells Fargo Securities, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
J.P. Morgan Securities LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Athene Annuity & Life Assurance Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
BNP Paribas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Citigroup Global Markets Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goldman Sachs & Co. LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bank of America, N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Derivative Liabilities, Financial Liabilities and Collateral Pledged by Counterparty
The following table summarizes by significant counterparty the amounts of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance to qualify for setoff accounting. All assets sold under agreements to repurchase represent sufficient collateral or exceed the liability amounts recorded on the consolidated balance sheet.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||||||||||
|
|
Net amount |
|
|
Gross amounts |
|
|
|
|
|
Net amount |
|
|
Gross amounts |
|
|
|
|
||||||||||||||
|
|
of liabilities |
|
|
not offset in the |
|
|
|
|
|
of liabilities |
|
|
not offset in the |
|
|
|
|
||||||||||||||
|
|
presented |
|
|
consolidated |
|
|
|
|
|
presented |
|
|
consolidated |
|
|
|
|
||||||||||||||
|
|
in the |
|
|
balance sheet |
|
|
|
|
|
in the |
|
|
balance sheet |
|
|
|
|
||||||||||||||
|
|
consolidated |
|
|
Financial |
|
|
Cash |
|
|
|
|
|
consolidated |
|
|
Financial |
|
|
Cash |
|
|
|
|
||||||||
|
|
balance |
|
|
instruments |
|
|
collateral |
|
|
Net |
|
|
balance |
|
|
instruments |
|
|
collateral |
|
|
Net |
|
||||||||
|
|
sheet |
|
|
(1) |
|
|
pledged |
|
|
amount |
|
|
sheet |
|
|
(1) |
|
|
pledged |
|
|
amount |
|
||||||||
Counterparty |
|
(in thousands) |
|
|||||||||||||||||||||||||||||
Interest rate lock commitments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
J.P. Morgan Securities LLC |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Wells Fargo Securities, LLC |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Bank of America, N.A. |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Atlas Securitized Products, L.P. |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Barclays Capital Inc. |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Citigroup Global Markets Inc. |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Santander US Capital |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Daiwa Capital Markets |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
RBC Capital Markets, L.P. |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Goldman Sachs & Co. LLC |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Mizuho Financial Group |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Morgan Stanley & Co. LLC |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
BNP Paribas |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Nomura Holdings America, Inc |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
36
Following are the net gains (losses) recognized by the Company on derivative financial instruments and the consolidated statements of income line items where such gains and losses are included:
|
|
|
|
Quarter ended March 31, |
|
|||||
Derivative activity |
|
Consolidated statements of income line |
|
2024 |
|
|
2023 |
|
||
|
|
|
|
(in thousands) |
|
|||||
Interest rate lock commitments |
|
Net gains on loans acquired for sale (1) |
|
$ |
( |
) |
|
$ |
|
|
CRT derivatives |
|
Net gains on investments and financings |
|
$ |
|
|
$ |
|
||
Hedged item: |
|
|
|
|
|
|
|
|
||
Assets sold under |
|
Net gains on investments and financings |
|
$ |
|
|
$ |
|
||
Interest rate lock commitments and |
|
Net gains on loans acquired for sale |
|
$ |
|
|
$ |
( |
) |
|
Mortgage servicing rights |
|
Net loan servicing fees |
|
$ |
( |
) |
|
$ |
( |
) |
Note 12—Mortgage Servicing Rights
Following is a summary of MSRs:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Balance at beginning of quarter |
$ |
|
|
$ |
|
||
Purchases |
|
|
|
|
|
||
MSRs resulting from loan sales |
|
|
|
|
|
||
Transfers to Agency of mortgage servicing |
|
|
|
|
( |
) |
|
Changes in fair value: |
|
|
|
|
|
||
Due to changes in inputs used in valuation model (1) |
|
|
|
|
( |
) |
|
Other changes in fair value (2) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of quarter |
$ |
|
|
$ |
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
(in thousands) |
|
|||||
Fair value of mortgage servicing rights pledged to secure Assets |
$ |
|
|
$ |
|
Servicing fees relating to MSRs are recorded in Net loan servicing fees – from nonaffiliates on the Company’s consolidated statements of income and are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Contractually specified servicing fees |
$ |
|
|
$ |
|
||
Ancillary and other fees: |
|
|
|
|
|
||
Late charges |
|
|
|
|
|
||
Other |
|
|
|
|
|
||
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
Average MSR servicing portfolio |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
From PFSI—MSR recapture fees |
$ |
|
|
$ |
|
||
UPB of loans recaptured |
$ |
|
|
$ |
|
37
Note 13— Other Assets
Other assets are summarized below:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(dollars in thousands) |
|
|||||
Margin deposits |
|
$ |
|
|
$ |
|
||
Interest receivable |
|
|
|
|
|
|
||
Servicing fees receivable |
|
|
|
|
|
|
||
Correspondent lending receivables |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Real estate acquired in settlement of loans |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Real estate acquired in settlement of loans pledged to secure |
|
$ |
|
|
$ |
|
Note 14— Short-Term Debt
The borrowing facilities described throughout these Notes 14 and 15 contain various covenants, including financial covenants governing the Company and its subsidiaries’ net worth, debt-to-equity ratio, and liquidity. Management believes that the Company was in compliance with these covenants as of March 31, 2024.
Assets Sold Under Agreements to Repurchase
Following is a summary of financial information relating to assets sold under agreements to repurchase:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(dollars in thousands) |
|
|||||
Weighted average interest rate (1) |
|
% |
|
|
% |
||
Average balance |
$ |
|
|
$ |
|
||
Total interest expense |
$ |
|
|
$ |
|
||
Maximum daily amount outstanding |
$ |
|
|
$ |
|
March 31, 2024 and 2023, respectively.
38
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
(dollars in thousands) |
|
|||||
Carrying value: |
|
|
|
|
|
||
Unpaid principal balance |
$ |
|
|
$ |
|
||
Unamortized debt issuance costs |
|
( |
) |
|
|
( |
) |
|
$ |
|
|
$ |
|
||
Weighted average interest rate |
|
% |
|
|
% |
||
Available borrowing capacity (1): |
|
|
|
|
|
||
Committed |
$ |
|
|
$ |
|
||
Uncommitted |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
Margin deposits placed with (received from) counterparties included in |
$ |
|
|
$ |
( |
) |
|
Assets securing agreements to repurchase: |
|
|
|
|
|
||
Mortgage-backed securities |
$ |
|
|
$ |
|
||
Loans acquired for sale at fair value |
$ |
|
|
$ |
|
||
Loans at fair value: |
|
|
|
|
|
||
Securities retained in asset-backed financings |
$ |
|
|
$ |
|
||
Distressed |
$ |
|
|
$ |
|
||
Deposits securing credit risk transfer arrangements |
$ |
|
|
$ |
|
||
Mortgage servicing rights (2) |
$ |
|
|
$ |
|
||
Servicing advances |
$ |
|
|
$ |
|
||
Real estate acquired in settlement of loans |
$ |
|
|
$ |
|
Following is a summary of maturities of outstanding advances under repurchase agreements by maturity date:
Remaining maturity at March 31, 2024 (1) |
|
Unpaid |
|
|
|
|
(in thousands) |
|
|
Within 30 days |
|
$ |
|
|
Over 30 to 90 days |
|
|
|
|
Over 90 days to 180 days |
|
|
|
|
Over 180 days to 1 year |
|
|
|
|
Over 1 year to 2 years |
|
|
|
|
|
|
$ |
|
|
Weighted average maturity (in months) |
|
|
|
39
The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) and maturity information relating to the Company’s assets sold under agreements to repurchase is summarized by pledged asset and counterparty below as of March 31, 2024:
Loans, REO and MSRs
|
|
|
|
|
Weighted-average maturity |
|||
Counterparty |
|
Amount at risk |
|
|
Advances |
|
Facility |
|
|
|
(in thousands) |
|
|
|
|
|
|
Atlas Securitized Products, L.P. |
|
$ |
|
|
|
|||
Citibank, N.A. |
|
$ |
|
|
|
|||
Goldman Sachs & Co. LLC |
|
$ |
|
|
|
|||
JPMorgan Chase & Co. |
|
$ |
|
|
|
|||
Bank of America, N.A. |
|
$ |
|
|
|
|||
Wells Fargo Securities, LLC |
|
$ |
|
|
|
|||
Barclays Capital Inc. |
|
$ |
|
|
|
|||
RBC Capital Markets, L.P. |
|
$ |
|
|
|
|||
Morgan Stanley & Co. LLC |
|
$ |
|
|
|
|||
BNP Paribas |
|
$ |
|
|
|
Securities
Counterparty |
|
Amount at risk |
|
|
Weighted average maturity |
|
|
|
(in thousands) |
|
|
|
|
Citibank, N.A. |
|
$ |
|
|
||
JPMorgan Chase & Co. |
|
$ |
|
|
||
Bank of America, N.A. |
|
$ |
|
|
||
Wells Fargo Securities, LLC |
|
$ |
|
|
||
Barclays Capital Inc. |
|
$ |
|
|
||
Santander US Capital |
|
$ |
|
|
||
Daiwa Capital Markets America Inc. |
|
$ |
|
|
||
Nomura Holdings America, Inc |
|
$ |
|
|
||
Mizuho Financial Group |
|
$ |
|
|
CRT arrangements
Counterparty |
|
Amount at risk |
|
|
Weighted average maturity |
|
|
|
(in thousands) |
|
|
|
|
Goldman Sachs & Co. LLC |
|
$ |
|
|
Mortgage Loan Participation Purchase and Sale Agreement
One of the borrowing facilities secured by loans acquired for sale is in the form of a mortgage loan participation purchase and sale agreement. Participation certificates, each of which represents an undivided beneficial ownership interest in a pool of loans that have been pooled with Fannie Mae or Freddie Mac, are sold to the lender pending the securitization of such loans and the sale of the resulting security. The commitment between the Company and a nonaffiliate to sell such security is also assigned to the lender at the time a participation certificate is sold.
The purchase price paid by the lender for each participation certificate is based on the trade price of the security, plus an amount of interest expected to accrue on the security to its anticipated delivery date, minus a present value adjustment, any related hedging costs and a holdback amount. The holdback amount is based on a percentage of the purchase price and is not required to be paid to the Company until the settlement of the security and its delivery to the lender.
40
The mortgage loan participation purchase and sale agreement is summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(dollars in thousands) |
|
|||||
Average balance |
$ |
|
|
$ |
|
||
Weighted average interest rate (1) |
|
% |
|
|
% |
||
Total interest expense |
$ |
|
|
$ |
|
||
Maximum daily amount outstanding |
$ |
|
|
$ |
|
|
March 31, 2024 |
|
|
|
(dollars in thousands) |
|
|
Carrying value: |
|
|
|
Amount outstanding |
$ |
|
|
Unamortized debt issuance costs |
|
|
|
|
$ |
|
|
Weighted average interest rate |
|
% |
|
Loans acquired for sale pledged to secure mortgage loan participation |
$ |
|
Note 15— Long-Term Debt
Notes Payable Secured By Credit Risk Transfer and Mortgage Servicing Assets
CRT Arrangement Financing
The Company, through various wholly-owned subsidiaries, issued secured term notes (the “CRT Term Notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). All of the CRT Term Notes rank pari passu with each other.
Following is a summary of the CRT Term Notes outstanding:
CRT |
|
|
|
|
|
|
Unpaid |
|
|
Annual |
|
|
||
Term |
|
Issuance date |
|
Issuance amount |
|
|
principal |
|
|
interest rate spread (1) |
|
Maturity date |
||
|
|
|
|
(in thousands) |
|
|
|
|
|
|||||
2024 1R |
|
March 6, 2024 |
|
$ |
|
|
$ |
|
|
|
||||
2023 1R |
|
April 5, 2023 |
|
$ |
|
|
|
|
|
|
||||
2020 1R |
|
February 14, 2020 |
|
$ |
|
|
|
|
|
|
||||
2019 3R |
|
October 16, 2019 |
|
$ |
|
|
|
|
|
|
||||
2019 2R |
|
June 11, 2019 |
|
$ |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
$ |
|
|
|
|
|
Fannie Mae MSR Financing
The Company, through two subsidiaries, PMT ISSUER TRUST-FMSR and PMT CO-ISSUER TRUST-FMSR (together, the "Issuer Trusts"), finance MSRs and Excess Servicing Spread ("ESS") pledged or sold by PMC and PennyMac Holdings, LLC (“PMH”) through a combination of repurchase agreements and term financing.
The repurchase agreements financing for Fannie Mae MSRs and ESS are effected through the issuance of variable funding notes (a Series 2017-VF1 Note and a Series 2024-VF1 Note, and together the ("FMSR VFNs")) by the Issuer Trusts to PMC and PMH, which are then sold to qualified institutional buyers under agreements to repurchase. The amounts outstanding under the FMSR VFNs are included in Assets sold under agreements to repurchase in the Company’s consolidated balance sheets. The FMSR VFNs have a committed borrowing combined capacity of $
The term financing for Fannie Mae MSRs through the Issuer Trusts is effected through the issuance of term notes (the “FT-1 Term Notes”) to qualified institutional buyers under Rule 144A of the Securities Act and a series of syndicated term loans with various lenders (the “FTL-1 Term Loans").
41
The FT-1 Term Notes and FTL-1 Term Loans and the FMSR VFN are secured by certain participation certificates relating to Fannie Mae MSRs and ESS and rank pari passu with each other.
Following is a summary of the term financing of the Company’s Fannie Mae MSRs:
|
|
|
|
Unpaid |
|
|
Annual |
|
Maturity date |
|||
Issuance |
|
Issuance date |
|
principal |
|
|
interest rate spread (1) |
|
Stated |
|
Optional extension (2) |
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
Term Loans |
|
|
|
|
|
|
|
|
|
|||
2023 |
|
May 25, 2023 |
|
$ |
|
|
|
|
||||
Term Notes |
|
|
|
|
|
|
|
|
|
|||
2022 |
|
June 28, 2022 |
|
|
|
|
|
|
(3) |
|||
2021 |
|
March 30, 2021 |
|
|
|
|
|
|
||||
|
|
|
|
$ |
|
|
|
|
|
|
|
Freddie Mac MSR and Servicing Advance Receivables Financing
The Company, through PMC and PMH, finances certain MSRs relating to loans pooled into Freddie Mac securities through various credit agreements. The total loan amount available under the agreements is approximately $
On August 10, 2023, the Company, through its indirect, wholly owned subsidiaries, PMT ISSUER TRUST - FHLMC SAF, PMT SAF Funding, LLC, and PMC, entered into a structured finance transaction that allows PMC to finance Freddie Mac servicing advance receivables (the “Series 2023-VF1”). The maturity date of the related Series 2023-VF1, Class A-VF1 Variable Funding Note is
Following is a summary of financial information relating to notes payable secured by credit risk transfer and mortgage servicing assets:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(dollars in thousands) |
|
|||||
Average balance |
$ |
|
|
$ |
|
||
Weighted average interest rate (1) |
|
% |
|
|
% |
||
Total interest expense |
$ |
|
|
$ |
|
||
Maximum daily amount outstanding |
$ |
|
|
$ |
|
March 31, 2024 and 2023, respectively.
42
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
(dollars in thousands) |
|
|||||
Carrying value: |
|
|
|
|
|
||
Unpaid principal balance: |
|
|
|
|
|
||
CRT arrangement financing |
$ |
|
|
$ |
|
||
Fannie Mae MSR financing |
|
|
|
|
|
||
Freddie Mac MSR and servicing advance receivable financing |
|
|
|
|
|
||
|
|
|
|
|
|
||
Unamortized debt issuance costs |
|
( |
) |
|
|
( |
) |
|
$ |
|
|
$ |
|
||
Weighted average interest rate |
|
% |
|
|
% |
||
Assets securing notes payable: |
|
|
|
|
|
||
Mortgage servicing rights (1) |
$ |
|
|
$ |
|
||
Servicing advances |
$ |
|
|
$ |
|
||
CRT Agreements: |
|
|
|
|
|
||
Deposits securing CRT arrangements |
$ |
|
|
$ |
|
||
Derivative assets |
$ |
|
|
$ |
|
Unsecured Senior Notes
Exchangeable Senior Notes
PMC has issued $
The 2026 Exchangeable Notes and the 2024 Exchangeable Notes are fully and unconditionally guaranteed by the Company and are exchangeable for Common Shares, cash, or a combination thereof, at PMC’s election, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, subject to the satisfaction of certain conditions if the exchange occurs before December 15, 2025 and August 1, 2024, respectively. The exchange rates are equal to
2023 Senior Notes
In September 2023, the Company issued $
September 30, 2028 (the "2023 Senior Notes”). The 2023 Senior Notes bear interest at a rate of
On or after September 30, 2025, PMT may redeem for cash all or any portion of the 2023 Senior Notes, at its option, at a redemption price equal to
The 2023 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by PMC, including the due and punctual payment of principal and interest, whether at stated maturity, upon acceleration, call for redemption or otherwise.
43
Following is financial information relating to the unsecured senior notes:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Average balance |
$ |
|
|
$ |
|
||
Weighted average interest rate (1) |
|
% |
|
|
% |
||
Interest expense |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
(in thousands) |
|
|||||
Carrying value: |
|
|
|
|
|
||
Unpaid principal balance |
$ |
|
|
$ |
|
||
Unamortized debt issuance costs |
|
( |
) |
|
|
( |
) |
|
$ |
|
|
$ |
|
Asset-Backed Financing of Variable Interest Entities at Fair Value
Following is a summary of financial information relating to the asset-backed financings of VIEs at fair value described in Note 6 ‒ Variable Interest Entities ‒ Subordinate Mortgage-Backed Securities:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(dollars in thousands) |
|
|||||
Average balance |
$ |
|
|
$ |
|
||
Total interest expense |
$ |
|
|
$ |
|
||
Weighted average interest rate (1) |
|
% |
|
|
% |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
(dollars in thousands) |
|
|||||
Fair value |
$ |
|
|
$ |
|
||
Unpaid principal balance |
$ |
|
|
$ |
|
||
Weighted average interest rate |
|
% |
|
|
% |
The asset-backed financings are non-recourse liabilities and are secured solely by the assets of consolidated VIEs and not by any other assets of the Company. The assets of the VIEs are the only source of funds for repayment of the securities.
Maturities of Long-Term Debt
Contractual maturities of long-term debt obligations (based on final maturity dates) are as follows:
|
|
|
|
Twelve months March 31, |
|
|
|
|
|||||||||||||||||||
|
Total |
|
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
Thereafter |
|
|||||||
|
(in thousands) |
|
|||||||||||||||||||||||||
Notes payable secured by credit risk transfer |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Unsecured senior notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Asset-backed financings at fair value (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest-only security payable at fair value (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
44
Note 16—Liability for Losses Under Representations and Warranties
Following is a summary of the Company’s liability for losses under representations and warranties:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Balance, beginning of quarter |
$ |
|
|
$ |
|
||
Provision for losses: |
|
|
|
|
|
||
Pursuant to loan sales |
|
|
|
|
|
||
Reduction in liability due to change in estimate |
|
( |
) |
|
|
( |
) |
Losses incurred |
|
|
|
|
( |
) |
|
Balance, end of quarter |
$ |
|
|
$ |
|
||
UPB of loans subject to representations and warranties at end of quarter |
$ |
|
|
$ |
|
Note 17—Commitments and Contingencies
Commitments
The following table summarizes the Company’s outstanding contractual commitments:
|
|
March 31, 2024 |
|
|
|
|
(in thousands) |
|
|
Commitments to purchase loans acquired for sale |
|
$ |
|
Litigation
From time to time, the Company may be involved in various legal and regulatory proceedings, claims and legal actions arising in the ordinary course of business. The amount, if any, of ultimate liability with respect to such matters cannot be determined, but despite the inherent uncertainties of litigation, management believes that the ultimate disposition of any such proceedings and exposure will not have, individually or taken together, a material adverse effect on the financial condition, income, or cash flows of the Company.
Note 18—Shareholders’ Equity
Preferred Shares of Beneficial Interest
Preferred shares of beneficial interest are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share, |
|
|||||||||
Preferred Share series |
|
Description (1) |
|
Number of shares |
|
|
Liquidation preference |
|
|
Issuance discount |
|
|
Carrying value |
|
|
2024 |
|
|
2023 |
|
||||||
Fixed-rate cumulative redeemable |
|
(in thousands, except dividends per share) |
|
|||||||||||||||||||||||
A |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||||
C |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
In accordance with the Articles Supplementary for each of the Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series A Preferred Shares”) and the Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series B Preferred Shares”), and disregarding the polling provisions contained in the Articles Supplementary for the Series A Preferred Shares and the Series B Preferred Shares that are deemed null and void in accordance with Federal Reserve rules, the applicable dividend rate for dividend periods from and after March 15, 2024, in the case of the Series A Preferred Shares, or June 15, 2024, in the case of the Series B Preferred Shares, will be calculated at the dividend rate in effect for the immediately preceding dividend period. As a result, the Series A Preferred Shares and Series B Preferred Shares will continue to accumulate dividends from and after March 15, 2024, in the case of the Series A Preferred Shares, or June 15, 2024, in the case of the Series B Preferred Shares, at their fixed rate then in effect and will not transition to floating reference rates.
The Series A Preferred Shares became redeemable on March 15, 2024. The Series B Preferred Shares and Series C Cumulative Redeemable Preferred Shares will not be redeemable before June 15, 2024 and August 24, 2026, respectively, except in connection with the Company’s qualification as a REIT for U.S. federal income tax purposes or upon the occurrence of a change of control. On or after the date the preferred shares become redeemable, or 120 days after the first date on which such change of control occurs, the Company
45
may, at its option, redeem any or all of the preferred shares at $
The preferred shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless redeemed or repurchased by the Company or converted into Common Shares in connection with a change of control by the holders of the Preferred Shares.
Common Shares of Beneficial Interest
“At-The-Market” (“ATM”) Equity Offering Program
The Company periodically enters into ATM equity offering programs allowing it to offer and sell securities on an as-and-when-needed basis through designated broker-dealers. On June 15, 2021, the Company entered into a new ATM equity offering program allowing it to offer up to $
Common Share Repurchase Program
The Company has a Common Share repurchase program. On October 24, 2022, the Company’s board of trustees approved an increase to PMT's Common Share repurchase authorization from $
The following table summarizes the Company’s Common Share repurchase activity:
|
Quarter ended March 31, |
|
|
Cumulative |
|
||||||
|
2024 |
|
|
2023 |
|
|
total (1) |
|
|||
|
(in thousands) |
|
|||||||||
Common Shares repurchased |
|
|
|
|
|
|
|
|
|||
Cost of Common Shares repurchased (2) |
$ |
|
|
$ |
|
|
$ |
|
Note 19— Net Gains on Investments and Financings
Net gains on investments and financings are summarized below:
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
||||||
From nonaffiliates: |
|
|
|
|
|
|
||
Mortgage-backed securities |
|
$ |
( |
) |
|
$ |
|
|
Loans: |
|
|
|
|
|
|
||
Held in VIEs |
|
|
( |
) |
|
|
|
|
Distressed |
|
|
( |
) |
|
|
|
|
CRT arrangements |
|
|
|
|
|
|
||
Asset-backed financings |
|
|
|
|
|
( |
) |
|
Hedging derivatives |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
46
Note 20— Net Gains on Loans Acquired for Sale
Net gains on loans acquired for sale
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
||||||
From nonaffiliates: |
|
|
|
|
|
|
||
Cash losses: |
|
|
|
|
|
|
||
Sales of loans |
|
$ |
( |
) |
|
$ |
( |
) |
Hedging activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
Non-cash gains: |
|
|
|
|
|
|
||
Receipt of MSRs in mortgage loan sale transactions |
|
|
|
|
|
|
||
Provision for losses relating to representations |
|
|
|
|
|
|
||
Pursuant to loans sales |
|
|
( |
) |
|
|
( |
) |
Reduction of liability due to change in estimate |
|
|
|
|
|
|
||
|
|
|
|
|
|
( |
) |
|
Changes in fair value of loans and derivatives |
|
|
|
|
|
|
||
Interest rate lock commitments |
|
|
( |
) |
|
|
|
|
Loans |
|
|
|
|
|
( |
) |
|
Hedging derivatives |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Total from nonaffiliates |
|
|
|
|
|
|
||
From PFSI ‒ cash gains |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
47
Note 21—Net Interest Expense
Net interest expense is summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Interest income: |
|
|
|
|
|
||
From nonaffiliates: |
|
|
|
|
|
||
Cash and short-term investments |
$ |
|
|
$ |
|
||
Mortgage-backed securities |
|
|
|
|
|
||
Loans acquired for sale at fair value |
|
|
|
|
|
||
Loans at fair value: |
|
|
|
|
|
||
Held in consolidated variable interest entities |
|
|
|
|
|
||
Distressed |
|
|
|
|
( |
) |
|
Deposits securing CRT arrangements |
|
|
|
|
|
||
Placement fees relating to custodial funds |
|
|
|
|
|
||
Other |
|
|
|
|
|
||
|
|
|
|
|
|
||
Interest expense: |
|
|
|
|
|
||
To nonaffiliates: |
|
|
|
|
|
||
Assets sold under agreements to repurchase |
|
|
|
|
|
||
Mortgage loan participation purchase and sale agreements |
|
|
|
|
|
||
Notes payable secured by credit risk transfer and |
|
|
|
|
|
||
Unsecured senior notes |
|
|
|
|
|
||
Asset-backed financings at fair value |
|
|
|
|
|
||
Interest shortfall on repayments of loans serviced |
|
|
|
|
|
||
Interest on loan impound deposits |
|
|
|
|
|
||
Other |
|
|
|
|
|
||
|
|
|
|
|
|
||
|
$ |
( |
) |
|
$ |
( |
) |
Note 22—Share-Based Compensation
The Company has an equity incentive plan (“2019 Plan”) which provides for the issuance of equity based awards based on PMT’s Common Shares that may be made by the Company to its officers and trustees, and the members, officers, trustees, directors and employees of PCM, PFSI, or their affiliates and to PCM, PFSI and other entities that provide services to PMT and the employees of such other entities.
The 2019 Plan is administered by the Company’s compensation committee, pursuant to authority delegated by PMT’s board of trustees, which has the authority to make awards to the eligible participants referenced above, and to determine what form the awards will take, and the terms and conditions of the awards.
The 2019 Plan allows for the grant of restricted and performance-based share and unit awards.
The shares underlying award grants will again be available for award under the 2019 Plan if:
Restricted share units have been awarded to trustees and officers of the Company and to other employees of PFSI and its subsidiaries at no cost to the grantees. Such awards generally vest over a one- to
48
The following table summarizes the Company’s share-based compensation activity:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Grants: |
|
|
|
|
|
||
Restricted share units |
|
|
|
|
|
||
Performance share units |
|
|
|
|
|
||
|
|
|
|
|
|
||
Grant date fair value: |
|
|
|
|
|
||
Restricted share units |
$ |
|
|
$ |
|
||
Performance share units |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
Vestings: |
|
|
|
|
|
||
Restricted share units |
|
|
|
|
|
||
Performance share units (1) |
|
|
|
|
|
||
|
|
|
|
|
|
||
Forfeitures: |
|
|
|
|
|
||
Restricted share units |
|
|
|
|
|
||
Performance share units |
|
|
|
|
|
||
|
|
|
|
|
|
||
Compensation expense relating to share-based grants |
$ |
|
|
$ |
|
|
|
March 31, 2024 |
|
|||||
|
|
Restricted share units |
|
|
Performance share units |
|
||
Shares expected to vest: |
|
|
||||||
Number of restricted shares units (in thousands) |
|
|
|
|
|
|
||
Grant date average fair value per unit |
|
$ |
|
|
$ |
|
Note 23—Income Taxes
The Company’s effective tax rate was (
The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of March 31, 2024, the valuation allowance remains
In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. For tax years beginning after December 31, 2017, the 2017 Tax Cuts and Jobs Act (subject to certain limitations) provides a
Note 24—Earnings Per Common Share
The Company determines earnings per share using the two-class method. Under the two-class method, all earnings (distributed and undistributed) are allocated to Common Shares and participating securities based on their respective rights to receive dividends. The Company’s participating securities are grants of restricted share units that entitle the recipients to receive dividend equivalents during the vesting period on a basis equivalent to the dividends paid to holders of Common Shares.
49
Basic earnings per share is determined by dividing net income available to common shareholders (net income reduced by preferred dividends and income attributable to the participating securities) by the weighted average Common Shares outstanding during the quarter.
Diluted earnings per share is determined by dividing net income by the weighted average number of Common Shares and dilutive securities. The Company’s potentially dilutive securities are share-based compensation awards and the Exchangeable Notes. The number of dilutive securities included in diluted earnings per share is calculated using the treasury stock method for share-based compensation awards and the if-converted method for the Exchangeable Notes.
The following table summarizes the basic and diluted earnings per share calculations:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands except per share amounts) |
|
|||||
Net income |
$ |
|
|
$ |
|
||
Dividends on preferred shares |
|
( |
) |
|
|
( |
) |
Effect of participating securities—share-based compensation awards |
|
( |
) |
|
|
( |
) |
Net income attributable to common shareholders |
|
|
|
|
|
||
Interest on Exchangeable Notes, net of income taxes |
|
|
|
|
|
||
Income attributable to participating securities |
|
|
|
|
|
||
Diluted net income attributable to common shareholders |
$ |
|
|
$ |
|
||
Weighted average basic shares outstanding |
|
|
|
|
|
||
Dilutive securities: |
|
|
|
|
|
||
Shares issuable pursuant to exchange of the Exchangeable Notes |
|
|
|
|
|
||
Shares issuable under share-based compensation plan |
|
|
|
|
|
||
Diluted weighted average shares outstanding |
|
|
|
|
|
||
Basic earnings per share |
$ |
|
|
$ |
|
||
Diluted earnings per share |
$ |
|
|
$ |
|
Calculation of diluted earnings per share requires certain potentially dilutive shares to be excluded when the inclusion of such shares would be anti-dilutive.
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Shares issuable under share-based compensation plan |
|
|
|
|
|
Note 25—Segments
The Company operates in
The Company’s reportable segments are identified based on PMT’s investment strategies. The Company’s chief operating decision maker is its chief executive officer. The following disclosures about the Company’s business segments are presented consistent
50
with the way the Company’s chief operating decision maker organizes and evaluates financial information for making operating decisions and assessing performance.
Financial highlights by operating segment are summarized below:
|
|
Credit |
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
sensitive |
|
|
sensitive |
|
|
Correspondent |
|
|
|
|
|
|
|
|||||
Quarter ended March 31, 2024 |
|
strategies |
|
|
strategies |
|
|
production |
|
|
Corporate |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Net investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loan servicing fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net gains on investments and financings |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Net gains on loans acquired for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loan fulfillment and servicing fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pretax income |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Total assets at end of quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
Credit |
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
sensitive |
|
|
sensitive |
|
|
Correspondent |
|
|
|
|
|
|
|
|||||
Quarter ended March 31, 2023 |
|
strategies |
|
|
strategies |
|
|
production |
|
|
Corporate |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Net investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loan servicing fees |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Net gains on investments and financings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net gains on loans acquired for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loan fulfillment and servicing fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pretax income |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Total assets at end of quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
51
Note 26—Regulatory Capital and Liquidity Requirements
The Company, through PMC, is subject to financial eligibility requirements established by the Federal Housing Finance Agency for sellers/servicers eligible to sell or service mortgage loans with Fannie Mae and Freddie Mac.
The Agencies' applicable capital and liquidity amounts and requirements are summarized below:
|
|
Net worth (1) |
|
|
Tangible net worth / |
|
|
Liquidity (1) |
|
|||||||||||||||
Measurement date |
|
Actual |
|
|
Required |
|
|
Actual |
|
|
Required |
|
|
Actual |
|
|
Required |
|
||||||
|
|
(dollars in thousands) |
|
|||||||||||||||||||||
March 31, 2024 |
|
$ |
|
|
$ |
|
|
|
% |
|
|
% |
|
$ |
|
|
$ |
|
||||||
December 31, 2023 |
|
$ |
|
|
$ |
|
|
|
% |
|
|
% |
|
$ |
|
|
$ |
|
Noncompliance with the Agencies’ capital and liquidity requirements can result in the Agencies taking various remedial actions up to and including removing the Company’s ability to sell loans to and service loans on behalf of the Agencies.
Note 27—Subsequent Events
Management has evaluated all events and transactions through the date the Company issued these consolidated financial statements. During this period, all agreements to repurchase assets that matured before the date of this Report were extended or renewed.
52
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read with the consolidated financial statements and the related notes of PennyMac Mortgage Investment Trust (“PMT”) included within this Quarterly Report on Form 10-Q (this “Report”).
Statements contained in this Report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. You should consider our forward-looking statements in light of the risks discussed under the heading “Risk Factors,” as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this Report and our other filings with the United States Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this Report are made as of the date hereof and we assume no obligation to update or supplement any forward-looking statements.
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our consolidated income and financial condition. Unless the context indicates otherwise, references in this Report to the words “we,” “us,” “our” and the “Company” refer to PMT and its consolidated subsidiaries.
Our Company
We are a specialty finance company that invests in mortgage-related assets. Our objective is to provide attractive risk-adjusted returns to our investors over the long-term, primarily through dividends and secondarily through capital appreciation. A significant portion of our investment portfolio is comprised of mortgage-related assets that we have created through our correspondent production activities, including mortgage servicing rights (“MSRs”), subordinate mortgage-backed securities (“MBS”), and credit risk transfer (“CRT”) arrangements, which include CRT Agreements (“CRT Agreements”) and other CRT securities that absorb credit losses on certain of the loans we have sold. We also invest in Agency and senior non-Agency MBS, subordinate credit-linked MBS and interest-only ("IO") and principal-only ("PO") stripped MBS. We have also historically invested in distressed mortgage assets (distressed loans and real estate acquired in settlement of loans (“REO”)), which we have substantially liquidated.
We are externally managed by PNMAC Capital Management, LLC (“PCM”), an investment adviser that specializes in and focuses on U.S. mortgage assets. Our loans and MSRs are serviced by PennyMac Loan Services, LLC (“PLS”). PCM and PLS are both indirect controlled subsidiaries of PennyMac Financial Services, Inc. (“PFSI”), a publicly-traded mortgage banking and investment management company separately listed on the New York Stock Exchange.
During the quarter ended March 31, 2024, we purchased newly originated prime credit quality residential loans with fair values totaling $18.4 billion as compared to $20.4 billion for the quarter ended March 31, 2023, in our correspondent production business. To the extent that we purchase loans that are insured by the U.S. Department of Housing and Urban Development through the Federal Housing Administration, or guaranteed by the U.S. Department of Veterans Affairs or U.S. Department of Agriculture, we and PLS have agreed that PLS will fulfill and purchase such loans, as PLS is a Government National Mortgage Association (“Ginnie Mae”) approved issuer and we are not. This arrangement has enabled us to compete with other correspondent aggregators that purchase both government and conventional loans. During the quarter ended March 31, 2024, we sold $8.2 billion in unpaid principal balance (“UPB”) of conventional loans to PLS in order to optimize our use and allocation of capital.
Our purchase volume included $16.3 billion and $13.5 billion of loans we sold to PLS during the quarters ended March 31, 2024 and 2023, respectively. We receive a sourcing fee from PLS based on the UPB of each loan that we sell to PLS under such arrangement, and earn interest income on the loan for the period we hold it before the sale to PLS. During the quarter ended March 31, 2024, we received sourcing fees totaling $1.6 million, relating to $16.0 billion, in UPB of loans that we sold to PLS.
We operate our business in four segments: Credit sensitive strategies, Interest rate sensitive strategies, Correspondent production and our Corporate operations, as described below:
53
We primarily sell the loans we acquire through our correspondent production activities to government-sponsored entities ("GSEs") such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or to PLS for sale into securitizations guaranteed by the Government National Mortgage Association ("Ginnie Mae"), or the GSEs. Fannie Mae, Freddie Mac and Ginnie Mae are each referred to as an “Agency” and, collectively, as the “Agencies.”
Our Investment Activities
Credit Sensitive Investments
CRT Arrangements
We held net CRT-related investments (comprised of deposits securing CRT arrangements, CRT derivatives, CRT strips and an interest-only security payable) totaling approximately $1.2 billion at March 31, 2024.
Subordinate Credit-Linked Mortgage-Backed Securities
Subordinate credit-linked MBS provide us with a higher yield than senior securities. However, we retain credit risk in the subordinate credit-linked MBS since they are the first securities to absorb credit losses relating to the underlying loans. We sold approximately $111.0 million of our holdings of subordinate credit-linked MBS during the quarter ended March 31, 2024. We held subordinate credit-linked MBS with fair values totaling approximately $194.6 million at March 31, 2024.
As the result of the Company’s consolidation of the variable interest entities that issued the subordinate MBS as described in Note 6 – Variable Interest Entities – Subordinate Mortgage-Backed Securities to the consolidated financial statements included in this Report, we include loans underlying these and similar transactions with UPBs totaling approximately $1.7 billion on our consolidated balance sheet as of March 31, 2024.
Interest Rate Sensitive Investments
Our interest rate sensitive investments include:
March 31, 2024.
Correspondent Production
Our correspondent production activities involve the acquisition and sale of newly originated prime credit quality residential loans. Correspondent production has served as the source of our investments in MSRs, private label non-Agency securitizations and CRT arrangements. Our correspondent production and resulting investment activity are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Sales of loans acquired for sale: |
|
|
|
|
|
||
To nonaffiliates |
$ |
1,928,336 |
|
|
$ |
5,587,266 |
|
To PennyMac Financial Services, Inc. |
|
16,302,059 |
|
|
|
13,451,031 |
|
|
$ |
18,230,395 |
|
|
$ |
19,038,297 |
|
Net gains on loans acquired for sale |
$ |
14,518 |
|
|
$ |
6,473 |
|
Investment activities resulting from correspondent production: |
|
|
|
|
|
||
Receipt of MSRs as proceeds from sales of loans |
$ |
31,249 |
|
|
$ |
100,618 |
|
54
Taxation
We believe that we qualify to be taxed as a REIT and as such will not be subject to federal income tax on that portion of our income that is distributed to shareholders as long as we meet applicable REIT asset, income and share ownership tests. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, our profits will be subject to income taxes and we may be precluded from qualifying as a REIT for the four tax years following the year we lose our REIT qualification.
A portion of our activities, including our correspondent production business, is conducted in our taxable REIT subsidiary (“TRS”), which is subject to corporate federal and state income taxes. Accordingly, we make a provision for income taxes with respect to the operations of our TRS. We expect that the effective rate for the provision for income taxes may be volatile in future periods. Our goal is to manage the business to take full advantage of the tax benefits afforded to us as a REIT.
We evaluate our deferred tax assets quarterly to determine if valuation allowances are required based on the consideration of all available positive and negative evidence using a “more-likely-than-not” standard with respect to whether deferred tax assets will be realized. Our evaluation considers, among other factors, taxable loss carryback availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences, and available tax planning strategies that could be implemented, if required. The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related deferred tax assets become deductible.
Non-Cash Investment Income
A substantial portion of our net investment income is comprised of non-cash items, including fair value adjustments and recognition of the fair value of assets created and liabilities incurred in loan sales transactions. Because we have elected, or are required by accounting principles generally accepted in the United States (“GAAP”), to record certain of our financial assets (comprised of MBS, loans acquired for sale at fair value and loans at fair value), our derivatives and CRT strips, our MSRs, and our asset-backed financings and interest-only security payable at fair value, a substantial portion of the income or loss we record with respect to such assets and liabilities results from non-cash changes in fair value.
The amounts of net non-cash investment income items included in net investment income are as follows:
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(dollars in thousands) |
|
|||||
Net gains on investments and financings: |
|
|
|
|
|
|
||
Mortgage-backed securities |
|
$ |
(38,198 |
) |
|
$ |
78,218 |
|
Loans: |
|
|
|
|
|
|
||
Held in variable interest entities |
|
|
(1,240 |
) |
|
|
11,017 |
|
Distressed |
|
|
(38 |
) |
|
|
452 |
|
CRT arrangements |
|
|
36,121 |
|
|
|
32,224 |
|
Interest-only security payable at fair value |
|
|
440 |
|
|
|
(1,280 |
) |
Asset-backed financings at fair value |
|
|
7,476 |
|
|
|
(10,160 |
) |
|
|
|
4,561 |
|
|
|
110,471 |
|
Net gains on loans acquired for sale (1) |
|
|
114,046 |
|
|
|
130,206 |
|
Net loan servicing fees‒MSR valuation adjustments (2) |
|
|
143,922 |
|
|
|
(183,705 |
) |
|
|
$ |
262,529 |
|
|
$ |
56,972 |
|
Net investment income |
|
$ |
74,205 |
|
|
$ |
90,366 |
|
Non-cash items as a percentage of net investment income |
|
|
354 |
% |
|
|
63 |
% |
We receive or pay cash relating to:
55
Results of Operations
Business Trends
Due to ongoing inflationary pressures, over the last few quarters, the U.S. Federal Reserve has maintained the federal funds rate at its highest level since 2007 and has continued to reduce the federal government’s overall holdings of Treasury and mortgage-backed securities. Elevated interest rates are expected to constrain growth in the size of the mortgage origination market from an estimated $1.4 trillion in 2023 to an estimated $1.8 trillion in 2024 according to mortgage lending industry economists.
The limited size of the mortgage origination market and sustained interest rates at higher levels continue to impact our mortgage production activities. Higher interest rates have also increased the costs of floating rate borrowings, increased interest income from placement fees we receive relating to custodial funds that we manage on deposits and loans held for sale and reduced prepayment speeds in our mortgage servicing portfolio as compared to the same time period in the prior year. We have also continued our sales of conventional loans to PLS during the three months ended March 31, 2024, and we intend to continue to sell a portion of our conventional loans to PLS throughout the remainder of 2024 to optimize our use and allocation of capital.
Elevated interest rates may also lead to a reduction in economic activity and slowing home price growth or depreciation, which could lead to increasing mortgage delinquencies or defaults and increased losses. If these effects are realized, they could negatively affect the performance of our credit-sensitive assets such as our CRT arrangements or subordinate credit-linked notes and increase losses from our representations and warranties. However, many of the loans underlying our assets have favorable credit characteristics including low loan-to-value ratios, which are likely to help moderate the negative effects of credit performance in an economic downturn.
The following is a summary of our key performance measures:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(dollar amounts in thousands, except per common share amounts) |
|
|||||
Net loan servicing fees |
$ |
45,705 |
|
|
$ |
(23,693 |
) |
Net gains on investments and financings |
|
39,753 |
|
|
|
125,804 |
|
Loan production income (1) |
|
16,526 |
|
|
|
14,179 |
|
Net interest expense |
|
(27,968 |
) |
|
|
(26,118 |
) |
Other |
|
189 |
|
|
|
194 |
|
Net investment income |
|
74,205 |
|
|
|
90,366 |
|
Expenses |
|
41,824 |
|
|
|
51,565 |
|
Pretax income |
|
32,381 |
|
|
|
38,801 |
|
Benefit from income taxes |
|
(15,227 |
) |
|
|
(21,896 |
) |
Net income |
|
47,608 |
|
|
|
60,697 |
|
Dividends on preferred shares |
|
10,455 |
|
|
|
10,455 |
|
Net income attributable to common shareholders |
$ |
37,153 |
|
|
$ |
50,242 |
|
Pretax income by segment: |
|
|
|
|
|
||
Credit sensitive strategies |
$ |
60,826 |
|
|
$ |
57,322 |
|
Interest rate sensitive strategies |
|
(27,245 |
) |
|
|
(7,023 |
) |
Correspondent production |
|
11,667 |
|
|
|
1,781 |
|
Corporate |
|
(12,867 |
) |
|
|
(13,279 |
) |
|
$ |
32,381 |
|
|
$ |
38,801 |
|
Annualized return on average common shareholders' equity |
|
10.4 |
% |
|
|
13.9 |
% |
Earnings per common share |
|
|
|
|
|
||
Basic |
$ |
0.43 |
|
|
$ |
0.56 |
|
Diluted |
$ |
0.39 |
|
|
$ |
0.50 |
|
Dividends per common share |
$ |
0.40 |
|
|
$ |
0.40 |
|
56
Our consolidated net income decreased by $13.1 million during the quarter ended March 31, 2024, as compared to the quarter ended March 31, 2023, reflecting the effect of increased losses on MBS and a reduced benefit from income taxes, offset by the fair value performance of our MSRs:
The decrease in pretax results is summarized below:
Net Investment Income
Our net investment income is summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Net loan servicing fees |
$ |
45,705 |
|
|
$ |
(23,693 |
) |
Net gains on investments and financings |
|
39,753 |
|
|
|
125,804 |
|
Net gains on loans acquired for sale |
|
14,518 |
|
|
|
6,473 |
|
Net loan origination fees |
|
2,008 |
|
|
|
7,706 |
|
Net interest expense |
|
(27,968 |
) |
|
|
(26,118 |
) |
Other |
|
189 |
|
|
|
194 |
|
|
$ |
74,205 |
|
|
$ |
90,366 |
|
Net Loan Servicing Fees
Our net loan servicing fees have two primary components: fees earned for servicing loans and the effects of MSR valuation changes, net of hedging results, as summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Loan servicing fees |
$ |
163,368 |
|
|
$ |
168,157 |
|
Effect of MSRs and hedging results |
|
(117,663 |
) |
|
|
(191,850 |
) |
Net loan servicing fees |
$ |
45,705 |
|
|
$ |
(23,693 |
) |
Following is a summary of our loan servicing fees:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Contractually specified servicing fees |
$ |
160,357 |
|
|
$ |
164,214 |
|
Ancillary and other fees: |
|
|
|
|
|
||
Late charges |
|
993 |
|
|
|
759 |
|
Other |
|
2,018 |
|
|
|
3,184 |
|
|
|
3,011 |
|
|
|
3,943 |
|
|
$ |
163,368 |
|
|
$ |
168,157 |
|
Average MSR servicing portfolio |
$ |
230,591,966 |
|
|
$ |
230,812,774 |
|
Loan servicing fees relate to our MSRs which are primarily related to servicing we provide for loans included in Agency securitizations. These fees are contractually established at an annualized percentage of the UPB of the loans serviced and we collect these fees from borrower payments. Other loan servicing fees are comprised primarily of borrower-contracted fees, such as late charges and reconveyance fees, and fees charged to correspondent lenders for loans repaid by the borrower shortly after purchase.
The change in contractually-specified fees during the quarter ended March 31, 2024, as compared to the same period in 2023, is due primarily to a reduction in our MSR servicing spread as a result of the securitization of a portion of the MSR servicing spread
57
during 2023. This reduction is offset by an increase in interest income in our MBS holdings as we retained the resulting IO stripped MBS.
We have elected to carry our servicing assets at fair value. Changes in fair value have two components: changes due to realization of the contractual servicing fees and changes due to changes in inputs used to estimate fair value. We endeavor to moderate the effects of changes in fair value attributable to changes in fair value inputs (market conditions) primarily by entering into derivatives transactions.
Changes in fair value of MSRs and hedging results are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Change in fair value of MSRs |
|
|
|
|
|
||
Changes in valuation inputs used in valuation model |
$ |
71,570 |
|
|
$ |
(45,771 |
) |
Recapture income from PFSI |
|
353 |
|
|
|
485 |
|
Hedging results |
|
(89,814 |
) |
|
|
(54,891 |
) |
|
|
(17,891 |
) |
|
|
(100,177 |
) |
Realization of cash flows |
|
(99,772 |
) |
|
|
(91,673 |
) |
|
$ |
(117,663 |
) |
|
$ |
(191,850 |
) |
Average balance of mortgage servicing rights |
$ |
3,955,320 |
|
|
$ |
3,983,193 |
|
Changes in fair value due to changes in valuation inputs used in our valuation model during the quarter ended March 31, 2024 reflect the effects of expectations for slower future prepayments of the underlying loans and higher earnings on custodial balances as a result of interest rates increasing during the quarter ended March 31, 2024, as compared to interest rates decreasing during the same period in 2023.
The decrease in loan recapture income from PFSI reflects the decrease in refinancing activity in our MSR portfolio during the quarter ended March 31, 2024, as compared to the same period in 2023. We have an agreement with PFSI that requires that when PFSI refinances a loan for which we held the MSRs, we receive a recapture fee. The MSR recapture agreement is summarized in Note 4 ‒ Transactions with Related Parties – Operating Activities to the consolidated financial statements included in this Report.
Hedging results reflect valuation losses in hedges against interest rates during the quarter ended March 31, 2024, which is attributable to interest rates increasing as well as the effects of interest rate volatility on the fair value of the hedging instruments. The loss from hedging activities increased since interest rates increased during the quarter ended March 31, 2024 and decreased during the quarter ended March 31, 2023.
Changes in realization of cash flows are influenced by changes in the level of servicing assets and liabilities and changes in estimates of remaining cash flows to be realized.
The following table summarizes for the dates presented collection status information for loans that are accounted for as sales where the Company maintains continuing involvement:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
UPB of loans outstanding |
|
$ |
226,806,609 |
|
|
$ |
228,838,471 |
|
Collection status (UPB) |
|
|
|
|
|
|
||
Delinquency: |
|
|
|
|
|
|
||
30-89 days delinquent |
|
$ |
1,962,219 |
|
|
$ |
2,184,500 |
|
90 or more days delinquent: |
|
|
|
|
|
|
||
Not in foreclosure |
|
$ |
868,093 |
|
|
$ |
1,029,962 |
|
In foreclosure |
|
$ |
108,958 |
|
|
$ |
85,045 |
|
Bankruptcy |
|
$ |
212,975 |
|
|
$ |
185,320 |
|
Custodial funds managed by the Company (1) |
|
$ |
2,468,707 |
|
|
$ |
1,759,974 |
|
58
Following is a summary of characteristics of our MSR servicing portfolio as of March 31, 2024:
|
|
|
|
|
|
|
|
Average |
|
|
||||||||||||||||||||||||||||||
Loan type |
|
Unpaid principal balance |
|
|
Loan count |
|
|
Note rate |
|
|
Seasoning (months) |
|
|
Remaining |
|
|
Loan size |
|
|
FICO credit score at origination |
|
|
Original LTV (1) |
|
|
Current LTV (1) |
|
|
60+ Delinquency (by UPB) |
|
||||||||||
|
|
(Dollars and loan count in thousands) |
|
|||||||||||||||||||||||||||||||||||||
Agency: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fannie Mae |
|
$ |
115,957,103 |
|
|
|
442 |
|
|
|
3.7 |
% |
|
|
42 |
|
|
|
306 |
|
|
$ |
262 |
|
|
|
757 |
|
|
|
75 |
% |
|
|
54 |
% |
|
|
0.8 |
% |
Freddie Mac |
|
|
110,904,692 |
|
|
|
393 |
|
|
|
3.6 |
% |
|
|
33 |
|
|
|
312 |
|
|
$ |
282 |
|
|
|
761 |
|
|
|
74 |
% |
|
|
58 |
% |
|
|
0.4 |
% |
Other (2) |
|
|
3,632,255 |
|
|
|
14 |
|
|
|
4.6 |
% |
|
|
35 |
|
|
|
321 |
|
|
$ |
253 |
|
|
|
758 |
|
|
|
72 |
% |
|
|
56 |
% |
|
|
0.6 |
% |
|
|
$ |
230,494,050 |
|
|
|
849 |
|
|
|
3.7 |
% |
|
|
38 |
|
|
|
309 |
|
|
$ |
271 |
|
|
|
759 |
|
|
|
75 |
% |
|
|
56 |
% |
|
|
0.6 |
% |
Net Gains on Investments and Financings
Net gains on investments and financings are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
From nonaffiliates: |
|
|
|
|
|
||
Mortgage-backed securities |
$ |
(38,198 |
) |
|
$ |
78,218 |
|
Loans at fair value: |
|
|
|
|
|
||
Held in consolidated variable interest entities |
|
(1,240 |
) |
|
|
11,017 |
|
Distressed |
|
(38 |
) |
|
|
451 |
|
CRT arrangements |
|
51,655 |
|
|
|
46,278 |
|
Asset-backed financings at fair value |
|
7,476 |
|
|
|
(10,160 |
) |
Hedging derivatives |
|
20,098 |
|
|
|
— |
|
|
$ |
39,753 |
|
|
$ |
125,804 |
|
The decrease in net gains on investments for the quarter ended March 31, 2024, as compared to the same period in 2023, was primarily due to losses from our investments in MBS as interest rates increased.
Mortgage-Backed Securities
During the quarter ended March 31, 2024, we recognized net valuation losses of $38.2 million, as compared to valuation gains of $78.2 million for the same period in 2023. The losses recognized reflect an increase in market interest rates during the quarter ended March 31, 2024, as compared to a modest decrease in interest rates during the quarter ended March 31, 2023.
Loans at Fair Value – Held in VIEs and Asset-backed Financings at Fair Value
Loans at fair value held in VIEs and Asset-backed financings at fair value recorded a combined net valuation gain of $6.2 million during the quarter ended March 31, 2024, as compared to a net gain of $857,000 during the quarter ended March 31, 2023. The net gain during the quarter ended March 31, 2024 reflects the gains on the asset-backed financing exceeding the losses on the underlying assets as the result of credit spreads tightening (a decrease in the interest rate premium demanded by investors for instruments over those that are considered “risk free”), on our net investments secured by jumbo loans and investment properties.
59
CRT Arrangements
The activity in and balances relating to our CRT arrangements are summarized below:
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Net investment income: |
|
|
|
|
|
|
||
Net gains on investments and financings: |
|
|
|
|
|
|
||
CRT Derivatives and strips: |
|
|
|
|
|
|
||
CRT derivatives |
|
|
|
|
|
|
||
Realized |
|
$ |
3,409 |
|
|
$ |
3,030 |
|
Valuation changes |
|
|
6,781 |
|
|
|
8,096 |
|
|
|
|
10,190 |
|
|
|
11,126 |
|
CRT strips |
|
|
|
|
|
|
||
Realized |
|
|
11,685 |
|
|
|
12,304 |
|
Valuation changes |
|
|
29,340 |
|
|
|
24,128 |
|
|
|
|
41,025 |
|
|
|
36,432 |
|
Interest-only security payable at fair value |
|
|
440 |
|
|
|
(1,280 |
) |
|
|
|
51,655 |
|
|
|
46,278 |
|
Interest income — Deposits securing CRT arrangements |
|
|
15,696 |
|
|
|
14,212 |
|
|
|
$ |
67,351 |
|
|
$ |
60,490 |
|
|
|
|
|
|
|
|
||
Net payments made to settle losses on CRT arrangements |
|
$ |
185 |
|
|
$ |
1,257 |
|
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
Carrying value of CRT arrangements: |
|
|
|
|
|
|
||
Derivative assets - CRT derivatives |
|
$ |
22,899 |
|
|
$ |
16,160 |
|
CRT strip liabilities |
|
|
(17,352 |
) |
|
|
(46,692 |
) |
Deposits securing CRT arrangements |
|
|
1,187,100 |
|
|
|
1,209,498 |
|
Interest-only security payable at fair value |
|
|
(32,227 |
) |
|
|
(32,667 |
) |
|
|
$ |
1,160,420 |
|
|
$ |
1,146,299 |
|
|
|
|
|
|
|
|
||
CRT arrangement assets pledged to secure borrowings: |
|
|
|
|
|
|
||
Derivative assets |
|
$ |
22,899 |
|
|
$ |
16,160 |
|
Deposits securing CRT arrangements (1) |
|
$ |
1,187,100 |
|
|
$ |
1,209,498 |
|
|
|
|
|
|
|
|
||
UPB of loans underlying CRT arrangements |
|
$ |
22,725,768 |
|
|
$ |
23,152,230 |
|
Collection status (UPB): |
|
|
|
|
|
|
||
Delinquency |
|
|
|
|
|
|
||
Current |
|
$ |
22,187,344 |
|
|
$ |
22,531,905 |
|
30-89 days delinquent |
|
$ |
363,398 |
|
|
$ |
411,991 |
|
90-180 days delinquent |
|
$ |
98,415 |
|
|
$ |
120,011 |
|
180 or more days delinquent |
|
$ |
48,346 |
|
|
$ |
64,647 |
|
Foreclosure |
|
$ |
28,265 |
|
|
$ |
23,676 |
|
Bankruptcy |
|
$ |
58,352 |
|
|
$ |
58,696 |
|
The performance of our investments in CRT arrangements during the quarters ended March 31, 2024 and March 31, 2023 reflect credit spread tightening for CRT securities in the credit markets.
60
Net Gains on Loans Acquired for Sale
Our net gains on loans acquired for sale are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
From non-affiliates: |
|
|
|
|
|
||
Cash losses: |
|
|
|
|
|
||
Sales of loans |
$ |
(31,177 |
) |
|
$ |
(72,945 |
) |
Hedging activities |
|
(69,956 |
) |
|
|
(52,116 |
) |
|
|
(101,133 |
) |
|
|
(125,061 |
) |
Non-cash gains: |
|
|
|
|
|
||
Receipt of MSRs in loan sale transactions |
|
31,249 |
|
|
|
100,618 |
|
Provision for losses relating to representations and warranties |
|
|
|
|
|
||
Pursuant to loan sales |
|
(254 |
) |
|
|
(940 |
) |
Reduction in liability due to change in estimate |
|
6,878 |
|
|
|
616 |
|
|
|
6,624 |
|
|
|
(324 |
) |
Changes in fair value of financial instruments during the quarter: |
|
|
|
|
|
||
Interest rate lock commitments |
|
(2,688 |
) |
|
|
9,027 |
|
Loans |
|
6,295 |
|
|
|
(10,487 |
) |
Hedging derivatives |
|
72,566 |
|
|
|
31,372 |
|
|
|
76,173 |
|
|
|
29,912 |
|
|
|
114,046 |
|
|
|
130,206 |
|
Total from nonaffiliates |
|
12,913 |
|
|
|
5,145 |
|
From PFSI—cash |
|
1,605 |
|
|
|
1,328 |
|
|
$ |
14,518 |
|
|
$ |
6,473 |
|
|
|
|
|
|
|
||
Interest rate lock commitments issued on loans acquired for sale: |
|
|
|
|
|
||
To nonaffiliates |
$ |
2,471,860 |
|
|
$ |
7,587,587 |
|
To PFSI |
|
8,614,290 |
|
|
|
3,780,852 |
|
|
$ |
11,086,150 |
|
|
$ |
11,368,439 |
|
Acquisition of loans for sale (UPB): |
|
|
|
|
|
||
To nonaffiliates |
$ |
1,771,681 |
|
|
$ |
6,628,809 |
|
To PFSI |
|
16,356,544 |
|
|
|
13,524,332 |
|
|
$ |
18,128,225 |
|
|
$ |
20,153,141 |
|
The changes in gain on loans acquired for sale during the quarter ended March 31, 2024, as compared to the same period in 2023, reflect the effect of a reduction in our liability for representations and warranties and increased gain on sale margins for mortgage loans partially offset by reduced volume of sales to nonaffiliates.
Non-cash elements of gain on sale of loans:
Interest Rate Lock Commitments
Our Net gains on loans acquired for sale include our estimates of gains or losses we expect to realize upon the sale of mortgage loans we have committed to purchase but have not yet purchased or sold. Therefore, we recognize a substantial portion of our net gains before we purchase the loans. These gains are reflected on our balance sheet as IRLC derivative assets and liabilities. We adjust the fair value of our IRLCs as the loan acquisition process progresses until we complete the acquisition or the commitment is canceled. Such adjustments are included in our Net gains on loans acquired for sale. The fair values of our IRLCs becomes part of the carrying value of our loans when we complete the purchase of the loans. The methods and key inputs we use to measure the fair value of IRLCs are summarized in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.
61
The MSRs and liability for representations and warranties we recognize represent our estimate of the fair value of future benefits and costs we will realize for years in the future. These estimates change as circumstances change, and changes in these estimates are recognized in our results of operations in subsequent periods. Subsequent changes in the fair value of our MSRs significantly affect our income.
Mortgage Servicing Rights
The methods we use to measure and update the measurements of our MSRs as well as the effect of changes in valuation inputs on MSR fair value are detailed in Note 7 – Fair value – Valuation Techniques and Inputs to the consolidated financial statements included in this Report.
Liability for Losses Under Representations and Warranties
We recognize a liability for losses we expect to incur relating to the representations and warranties we provide to purchasers in our loan sales transactions. The representations and warranties require adherence to purchaser and insurer origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law.
In the event of a breach of our representations and warranties, we may be required to either repurchase the loans with the identified defects or indemnify the investor or insurer against credit losses attributable to the loans with indemnified defects. In such cases, we bear any subsequent credit loss on the loans. Our credit loss may be reduced by any recourse we have to correspondent sellers that, in turn, had sold such loans to us and breached similar or other representations and warranties. In such event, we have the right to seek a recovery of those repurchase losses from that correspondent seller.
We recorded a provision for losses relating to representations and warranties relating to current loan sales of $254,000 and $940,000 for the quarters ended March 31, 2024 and 2023, respectively. The decrease in the provision relating to current loan sales reflects the decrease of our loan sales volume to nonaffiliates and reduced default and loss-given default assumptions.
Following is a summary of the indemnification, repurchase and loss activity and loans subject to representations and warranties:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Indemnification activity (UPB): |
|
|
|
|
|
||
Loans indemnified at beginning of quarter |
$ |
12,123 |
|
|
$ |
8,108 |
|
New indemnifications |
|
1,758 |
|
|
|
3,234 |
|
Less: indemnified loans sold, repaid or refinanced |
|
— |
|
|
|
748 |
|
Loans indemnified at end of quarter |
$ |
13,881 |
|
|
$ |
10,594 |
|
Indemnified loans indemnified by correspondent lenders at end of quarter |
$ |
5,969 |
|
|
$ |
2,149 |
|
UPB of loans with deposits received from correspondent sellers |
$ |
4,190 |
|
|
$ |
4,043 |
|
Repurchase activity (UPB): |
|
|
|
|
|
||
Loans repurchased |
$ |
7,515 |
|
|
$ |
19,199 |
|
Less: |
|
|
|
|
|
||
Loans repurchased by correspondent sellers |
|
5,979 |
|
|
|
15,267 |
|
Loans resold or repaid by borrowers |
|
2,788 |
|
|
|
3,901 |
|
Net loans (resolved) repurchased with losses chargeable to |
$ |
(1,252 |
) |
|
$ |
31 |
|
Losses charged to liability for representations and warranties |
$ |
— |
|
|
$ |
388 |
|
At end of quarter: |
|
|
|
|
|
||
Loans subject to representations and warranties |
$ |
225,439,542 |
|
|
$ |
230,035,290 |
|
Liability for representations and warranties |
$ |
19,519 |
|
|
$ |
39,407 |
|
62
The losses on representations and warranties we have recorded to date have been moderated by our ability to recover most of the losses inherent in the repurchased loans from the correspondent sellers. As the outstanding balance of loans, we purchase and sell subject to representations and warranties increases, as the loans outstanding season, as our investors’ and guarantors’ loss mitigation strategies change and as our correspondent sellers’ ability and willingness to repurchase loans change, we expect that the level of repurchase activity and associated losses may increase.
The method we use to estimate the liability for representations and warranties is a function of our estimates of future defaults, loan repurchase rates, severity of loss in the event of default and the probability of reimbursement by the correspondent loan seller. We establish a liability at our estimate of its fair value at the time loans are sold and review our liability estimate on a periodic basis and adjust the liability for estimated losses in excess of the recorded liability.
The amount of the liability for representations and warranties is difficult to estimate and requires considerable judgment. The level of loan repurchase losses is dependent on economic factors, investor loss mitigation strategies, our ability to recover any losses inherent in the repurchased loan from the correspondent seller and other external conditions that change over the lives of the underlying loans. We may be required to incur losses related to such representations and warranties for several periods after the loans are sold or liquidated.
We record adjustments to our liability for losses on representations and warranties as economic fundamentals change, as investor and Agency evaluations of their loss mitigation strategies (including claims under representations and warranties) change and as economic conditions affect our correspondent sellers’ ability or willingness to fulfill their recourse obligations to us. Such adjustments may be material to our financial position and income in future periods.
Adjustments to our liability for representations and warranties are included as a component of our Net gains on loans acquired for sale at fair value. We recorded a $6.9 million reduction in liability for representations and warranties during the quarter ended March 31, 2024 due to the effects of certain loans reaching specified performance histories identified by the Agencies as sufficient to limit repurchase claims relating to such loans.
Loan Origination Fees
Loan origination fees represent fees we charge correspondent sellers relating to our purchase of loans from those sellers. The decrease in fees during the quarter ended March 31, 2024, as compared to the same period in 2023, reflects a decrease in our purchases of loans for sale to nonaffiliates.
63
Net Interest Expense
Net interest expense is summarized below:
|
Quarter ended March 31, 2024 |
|
|
Quarter ended March 31, 2023 |
|
||||||||||||||||||
|
Interest |
|
|
|
|
|
Interest |
|
|
Interest |
|
|
|
|
|
Interest |
|
||||||
|
income/ |
|
|
Average |
|
|
yield/ |
|
|
income/ |
|
|
Average |
|
|
yield/ |
|
||||||
|
expense |
|
|
balance |
|
|
cost % |
|
|
expense |
|
|
balance |
|
|
cost % |
|
||||||
|
(dollars in thousands) |
|
|||||||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and short-term investments |
$ |
8,192 |
|
|
$ |
580,594 |
|
|
|
5.67 |
% |
|
$ |
6,311 |
|
|
$ |
538,073 |
|
|
|
4.76 |
% |
Mortgage-backed securities |
|
59,771 |
|
|
|
4,143,942 |
|
|
|
5.80 |
% |
|
|
51,139 |
|
|
|
4,464,996 |
|
|
|
4.64 |
% |
Loans acquired for sale at fair value |
|
11,946 |
|
|
|
704,809 |
|
|
|
6.82 |
% |
|
|
36,988 |
|
|
|
2,359,044 |
|
|
|
6.36 |
% |
Loans at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Held by variable interest entities |
|
12,108 |
|
|
|
1,423,489 |
|
|
|
3.42 |
% |
|
|
15,166 |
|
|
|
1,507,128 |
|
|
|
4.08 |
% |
Distressed |
|
8 |
|
|
|
2,095 |
|
|
|
1.54 |
% |
|
|
(7 |
) |
|
|
3,478 |
|
|
|
-0.82 |
% |
|
|
12,116 |
|
|
|
1,425,584 |
|
|
|
3.42 |
% |
|
|
15,159 |
|
|
|
1,510,606 |
|
|
|
4.07 |
% |
Deposits securing CRT arrangements |
|
15,696 |
|
|
|
1,200,301 |
|
|
|
5.26 |
% |
|
|
14,212 |
|
|
|
1,285,678 |
|
|
|
4.48 |
% |
|
|
107,721 |
|
|
|
8,055,230 |
|
|
|
5.38 |
% |
|
|
123,809 |
|
|
|
10,158,397 |
|
|
|
4.94 |
% |
Placement fees relating to custodial funds |
|
35,440 |
|
|
|
|
|
|
|
|
|
28,920 |
|
|
|
|
|
|
|
||||
Other |
|
398 |
|
|
|
|
|
|
|
|
|
290 |
|
|
|
|
|
|
|
||||
|
$ |
143,559 |
|
|
$ |
8,055,230 |
|
|
|
7.17 |
% |
|
$ |
153,019 |
|
|
$ |
10,158,397 |
|
|
|
6.11 |
% |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Assets sold under agreements to repurchase |
$ |
80,557 |
|
|
$ |
5,144,834 |
|
|
|
6.30 |
% |
|
$ |
100,267 |
|
|
$ |
7,242,478 |
|
|
|
5.61 |
% |
Mortgage loan participation purchase and sale |
|
246 |
|
|
|
12,731 |
|
|
|
7.77 |
% |
|
|
293 |
|
|
|
17,107 |
|
|
|
6.95 |
% |
Notes payable secured by credit risk transfer |
|
64,989 |
|
|
|
2,866,504 |
|
|
|
9.12 |
% |
|
|
54,947 |
|
|
|
2,802,691 |
|
|
|
7.95 |
% |
Unsecured senior notes |
|
9,684 |
|
|
|
608,500 |
|
|
|
6.40 |
% |
|
|
8,380 |
|
|
|
546,511 |
|
|
|
6.22 |
% |
Asset-backed financings at fair value |
|
12,678 |
|
|
|
1,581,818 |
|
|
|
3.22 |
% |
|
|
12,353 |
|
|
|
1,411,990 |
|
|
|
3.55 |
% |
|
|
168,154 |
|
|
|
10,214,387 |
|
|
|
6.62 |
% |
|
|
176,240 |
|
|
|
12,020,777 |
|
|
|
5.95 |
% |
Interest shortfall on repayments |
|
1,293 |
|
|
|
|
|
|
|
|
|
1,029 |
|
|
|
|
|
|
|
||||
Interest on loan impound deposits |
|
1,347 |
|
|
|
|
|
|
|
|
|
1,343 |
|
|
|
|
|
|
|
||||
Other |
|
733 |
|
|
|
|
|
|
|
|
|
525 |
|
|
|
|
|
|
|
||||
|
|
171,527 |
|
|
$ |
10,214,387 |
|
|
|
6.75 |
% |
|
|
179,137 |
|
|
$ |
12,020,777 |
|
|
|
6.04 |
% |
Net interest expense |
$ |
(27,968 |
) |
|
|
|
|
|
|
|
$ |
(26,118 |
) |
|
|
|
|
|
|
64
The effects of changes in the yields and costs and composition of our investments on our net interest expense are summarized below:
|
Quarter ended March 31, 2024 |
|
|||||||||
|
vs. |
|
|||||||||
|
Quarter ended March 31, 2023 |
|
|||||||||
|
Increase (decrease) |
|
|||||||||
|
Rate |
|
|
Volume |
|
|
Total |
|
|||
|
(in thousands) |
|
|||||||||
Assets: |
|
|
|
|
|
|
|
|
|||
Cash and short-term investments |
$ |
1,335 |
|
|
$ |
546 |
|
|
$ |
1,881 |
|
Mortgage-backed securities |
|
12,451 |
|
|
|
(3,819 |
) |
|
|
8,632 |
|
Loans acquired for sale at fair value |
|
2,540 |
|
|
|
(27,582 |
) |
|
|
(25,042 |
) |
Loans at fair value: |
|
|
|
|
|
|
|
|
|||
Held by variable interest entities |
|
(2,277 |
) |
|
|
(781 |
) |
|
|
(3,058 |
) |
Distressed |
|
13 |
|
|
|
2 |
|
|
|
15 |
|
|
|
(2,264 |
) |
|
|
(779 |
) |
|
|
(3,043 |
) |
Deposits securing CRT arrangements |
|
2,448 |
|
|
|
(964 |
) |
|
|
1,484 |
|
|
|
16,510 |
|
|
|
(32,598 |
) |
|
|
(16,088 |
) |
Placement fees relating to custodial funds |
|
|
|
|
|
|
|
6,520 |
|
||
Other |
|
|
|
|
|
|
|
108 |
|
||
|
|
16,510 |
|
|
|
(32,598 |
) |
|
|
(9,460 |
) |
Liabilities: |
|
|
|
|
|
|
|
|
|||
Assets sold under agreements to repurchase |
|
11,492 |
|
|
|
(31,202 |
) |
|
|
(19,710 |
) |
Mortgage loan participation purchase and sale agreement |
|
33 |
|
|
|
(80 |
) |
|
|
(47 |
) |
Notes payable secured by credit risk transfer and |
|
8,694 |
|
|
|
1,348 |
|
|
|
10,042 |
|
Senior notes |
|
268 |
|
|
|
1,036 |
|
|
|
1,304 |
|
Asset-backed financings at fair value |
|
(1,154 |
) |
|
|
1,479 |
|
|
|
325 |
|
|
|
19,333 |
|
|
|
(27,419 |
) |
|
|
(8,086 |
) |
Interest shortfall on repayments of loans serviced for |
|
|
|
|
|
|
|
264 |
|
||
Interest on loan impound deposits |
|
|
|
|
|
|
|
4 |
|
||
Other |
|
|
|
|
|
|
|
208 |
|
||
|
|
19,333 |
|
|
|
(27,419 |
) |
|
|
(7,610 |
) |
Increase in net interest expense |
$ |
(2,823 |
) |
|
$ |
(5,179 |
) |
|
$ |
(1,850 |
) |
The increase in net interest expense during the quarter ended March 31, 2024, as compared to the same period in 2023, is due to an increase in interest costs attributable to financing non-interest earning MSR assets, partially offset by an increase in the yields we earn on our investments in MBS and an increase in placement fee income.
Expenses
Our expenses are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Earned by PennyMac Financial Services, Inc.: |
|
|
|
|
|
||
Loan servicing fees |
$ |
20,262 |
|
|
$ |
20,449 |
|
Management fees |
|
7,188 |
|
|
|
7,257 |
|
Loan fulfillment fees |
|
4,016 |
|
|
|
11,923 |
|
Compensation |
|
1,916 |
|
|
|
1,539 |
|
Professional services |
|
1,758 |
|
|
|
1,523 |
|
Loan collection and liquidation |
|
1,369 |
|
|
|
579 |
|
Safekeeping |
|
932 |
|
|
|
1,116 |
|
Loan origination |
|
473 |
|
|
|
2,178 |
|
Other |
|
3,910 |
|
|
|
5,001 |
|
|
$ |
41,824 |
|
|
$ |
51,565 |
|
65
Expenses decreased $9.7 million, or 19%, during the quarter ended March 31, 2024, as compared to the same period in 2023, primarily due to decreased expenses relating to our correspondent lending activities as discussed below.
Loan Servicing Fees
Loan servicing fees payable to PLS are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Loan servicing fees: |
|
|
|
|
|
||
Loans acquired for sale at fair value |
$ |
90 |
|
|
$ |
285 |
|
Loans at fair value |
|
62 |
|
|
|
120 |
|
Mortgage servicing rights |
|
20,110 |
|
|
|
20,044 |
|
|
$ |
20,262 |
|
|
$ |
20,449 |
|
Average investment in loans: |
|
|
|
|
|
||
Acquired for sale at fair value |
$ |
704,809 |
|
|
$ |
2,359,044 |
|
At fair value |
$ |
1,425,584 |
|
|
$ |
1,510,606 |
|
Average MSR portfolio unpaid principal balance |
$ |
230,591,966 |
|
|
$ |
230,812,774 |
|
Loan servicing fees decreased by $187,000 during the quarter ended March 31, 2024, as compared to the same period in 2023, due to the decreases in the size of our investment in loans acquired for sale.
Management Fees
Management fees payable to PCM are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Base |
$ |
7,188 |
|
|
$ |
7,257 |
|
Performance incentive |
|
— |
|
|
|
— |
|
|
$ |
7,188 |
|
|
$ |
7,257 |
|
Average shareholders' equity amounts used |
$ |
1,927,401 |
|
|
$ |
1,962,105 |
|
Management fees decreased by $69,000 during the quarter ended March 31, 2024, as compared to the same period in 2023. This decrease reflects lower average shareholders’ equity during the quarter ended March 31, 2024, as compared to the quarter ended March 31, 2023.
Loan Fulfillment Fees
Loan fulfillment fees represent fees we pay to PLS for the services it performs on our behalf in connection with our acquisition, packaging and sale of loans. Fulfillment fees decreased $7.9 million during the quarter ended March 31, 2024, as compared to the same period in 2023. The decrease was due to a decrease in the volume of loans purchased for sale to nonaffiliates. Our loan fulfillment fee structure is described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.
Loan Origination
Loan origination expenses decreased $1.7 million, or 78%, during the quarter ended March 31, 2024, as compared to the same period in 2023, primarily reflecting a decrease in the volume of our loans purchased for sale to nonaffiliates.
66
Other Expenses
Other expenses are summarized below:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Common overhead allocation from PFSI |
$ |
1,944 |
|
|
$ |
1,821 |
|
Bank service charges |
|
492 |
|
|
|
496 |
|
Insurance |
|
476 |
|
|
|
435 |
|
Technology |
|
442 |
|
|
|
548 |
|
Other |
|
556 |
|
|
|
1,701 |
|
|
$ |
3,910 |
|
|
$ |
5,001 |
|
Income Taxes
We have elected to treat PennyMac Corp. (“PMC”), as a taxable REIT subsidiary (“TRS”). Income from a TRS is only included as a component of REIT taxable income to the extent that the TRS makes dividend distributions of income to us. A TRS is subject to corporate federal and state income tax. Accordingly, a provision for income taxes for PMC is included in the accompanying consolidated statements of income.
The Company’s effective tax rate was (47.0)% and (56.4)% with consolidated pretax income of $32.4 million and $38.8 million for the quarters ended March 31, 2024 and March 31, 2023, respectively. The Company’s TRS recognized a tax benefit of $15.0 million on a pretax loss of $60.9 million for the quarter ended March 31, 2024. For the same period in 2023, the TRS recognized a tax benefit of $21.8 million on a pretax loss of $90.1 million. The Company’s reported consolidated pretax income was $38.8 million for the quarter ended March 31, 2023. The primary difference between the Company’s effective tax rate and the statutory tax rate is generally attributable to nontaxable REIT income resulting from the dividends paid deduction.
The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of March 31, 2024, the valuation allowance remains zero as a result of cumulative GAAP income at the TRS for the three-year period ended March 31, 2024. The amount of deferred tax assets considered realizable could be adjusted in future periods based on future income.
In general, cash dividends declared by the Company will be considered ordinary income to the shareholders for income tax purposes. Some portion of the dividends may be characterized as capital gain distributions or a return of capital. For tax years beginning after December 31, 2017, the 2017 Tax Cuts and Jobs Act (subject to certain limitations) provides a 20% deduction from taxable income for ordinary REIT dividends.
67
Balance Sheet Analysis
Following is a summary of key balance sheet items as of the dates presented:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Assets |
|
|
|
|
|
|
||
Cash |
|
$ |
126,578 |
|
|
$ |
281,085 |
|
Investments: |
|
|
|
|
|
|
||
Short-term |
|
|
343,343 |
|
|
|
128,338 |
|
Mortgage-backed securities at fair value |
|
|
3,949,678 |
|
|
|
4,836,292 |
|
Loans acquired for sale at fair value |
|
|
911,602 |
|
|
|
669,018 |
|
Loans at fair value |
|
|
1,408,610 |
|
|
|
1,433,820 |
|
Derivative assets |
|
|
62,734 |
|
|
|
177,984 |
|
Deposits securing credit risk transfer arrangements |
|
|
1,187,100 |
|
|
|
1,209,498 |
|
Mortgage servicing rights |
|
|
3,951,737 |
|
|
|
3,919,107 |
|
|
|
|
11,814,804 |
|
|
|
12,374,057 |
|
Other |
|
|
352,318 |
|
|
|
458,745 |
|
Total assets |
|
$ |
12,293,700 |
|
|
$ |
13,113,887 |
|
Liabilities |
|
|
|
|
|
|
||
Debt: |
|
|
|
|
|
|
||
Short-term |
|
$ |
5,143,593 |
|
|
$ |
5,624,558 |
|
Long-term |
|
|
4,822,305 |
|
|
|
4,880,461 |
|
|
|
|
9,965,898 |
|
|
|
10,505,019 |
|
Other |
|
|
368,889 |
|
|
|
651,778 |
|
Total liabilities |
|
|
10,334,787 |
|
|
|
11,156,797 |
|
Shareholders’ equity |
|
|
1,958,913 |
|
|
|
1,957,090 |
|
Total liabilities and shareholders’ equity |
|
$ |
12,293,700 |
|
|
$ |
13,113,887 |
|
Total assets decreased by approximately $820.2 million, or 6%, during the period from December 31, 2023 through March 31, 2024, primarily due to an $886.6 million reduction in Mortgage-backed securities at fair value partially offset by an increase of $242.6 million in Loans acquired for sale at fair value and a $32.6 million increase in MSRs.
Asset Acquisitions
Our asset acquisitions are summarized below.
Correspondent Production
Following is a summary of our correspondent production acquisitions at fair value:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Correspondent loan purchases: |
|
|
|
|
|
||
GSE-Eligible Loans (1) |
$ |
10,080,120 |
|
|
$ |
10,755,072 |
|
Government insured or guaranteed (2) |
|
8,328,018 |
|
|
|
9,661,960 |
|
Jumbo loans |
|
2,589 |
|
|
|
— |
|
Advances to home equity lines of credit |
|
— |
|
|
|
46 |
|
|
$ |
18,410,727 |
|
|
$ |
20,417,078 |
|
During the quarter ended March 31, 2024, we purchased for sale $18.4 billion in fair value of correspondent production loans as compared to $20.4 billion during the quarter ended March 31, 2023.
68
Other Investment Activities
Following is a summary of our (sales) acquisitions of mortgage-related investments held in our credit rate sensitive strategies and interest rate sensitive strategies segments:
|
Quarter ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Credit sensitive assets: |
|
|
|
|
|
||
Subordinate credit-linked securities |
$ |
(111,044 |
) |
|
$ |
12,392 |
|
|
|
|
|
|
|
||
Interest rate sensitive assets: |
|
|
|
|
|
||
Agency fixed-rate pass-through securities (net of sales) |
|
(830,296 |
) |
|
|
142,660 |
|
Interest-only and principal-only stripped mortgage-backed securities |
|
159,585 |
|
|
|
— |
|
Mortgage servicing rights: |
|
|
|
|
|
||
Purchased |
|
29,441 |
|
|
|
— |
|
Received in loan sales |
|
31,249 |
|
|
|
100,618 |
|
|
|
(610,021 |
) |
|
|
243,278 |
|
|
$ |
(721,065 |
) |
|
$ |
255,670 |
|
Our acquisitions during the quarters ended March 31, 2024 and 2023 were financed through the use of a combination of proceeds from borrowings and liquidations of existing investments. We continue to identify additional means of increasing our investment portfolio through cash flow from our business activities, existing investments, borrowings, and transactions that minimize current cash outlays. However, we expect that, over time, our ability to continue our investment portfolio growth will depend on our ability to raise additional equity capital.
Investment Portfolio Composition
Mortgage-Backed Securities
Following is a summary of our MBS holdings:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
Average |
|
||||||||||||||
|
|
Fair |
|
|
Principal/ |
|
|
Life |
|
|
|
|
|
Fair |
|
|
Principal/ |
|
|
Life |
|
|
|
|
||||||||
|
|
value |
|
|
notional |
|
|
(in years) |
|
|
Coupon |
|
|
value |
|
|
notional |
|
|
(in years) |
|
|
Coupon |
|
||||||||
|
|
(dollars in thousands) |
|
|||||||||||||||||||||||||||||
Agency pass-through securities |
|
$ |
3,335,086 |
|
|
$ |
3,367,176 |
|
|
|
7.8 |
|
|
|
5.4 |
% |
|
$ |
4,270,056 |
|
|
$ |
4,311,342 |
|
|
|
7.6 |
|
|
|
5.1 |
% |
Subordinate credit-linked securities |
|
|
194,558 |
|
|
|
174,813 |
|
|
|
4.4 |
|
|
|
13.2 |
% |
|
|
301,180 |
|
|
|
275,963 |
|
|
|
4.3 |
|
|
|
12.4 |
% |
Senior non-Agency securities |
|
|
113,925 |
|
|
|
121,791 |
|
|
|
8.2 |
|
|
|
5.1 |
% |
|
|
117,489 |
|
|
|
124,771 |
|
|
|
7.0 |
|
|
|
5.1 |
% |
Interest-only stripped securities |
|
|
94,667 |
|
|
|
413,762 |
|
|
|
7.6 |
|
|
|
4.9 |
% |
|
|
94,231 |
|
|
|
419,791 |
|
|
|
7.3 |
|
|
|
4.9 |
% |
Principal-only stripped securities |
|
|
211,442 |
|
|
|
263,964 |
|
|
|
4.3 |
|
|
|
0.1 |
% |
|
|
53,336 |
|
|
|
65,573 |
|
|
|
3.3 |
|
|
|
|
|
|
|
$ |
3,949,678 |
|
|
$ |
4,341,506 |
|
|
|
|
|
|
|
|
$ |
4,836,292 |
|
|
$ |
5,197,440 |
|
|
|
|
|
|
|
Credit Risk Transfer Arrangements
Following is a summary of our investment in CRT arrangements:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(in thousands) |
|
|||||
Carrying value of CRT arrangements: |
|
|
|
|
|
|
||
Derivative assets - CRT derivatives |
|
$ |
22,899 |
|
|
$ |
16,160 |
|
Derivative and credit risk transfer strip liabilities- CRT strips |
|
|
(17,352 |
) |
|
|
(46,692 |
) |
Deposits securing CRT arrangements |
|
|
1,187,100 |
|
|
|
1,209,498 |
|
Interest-only security payable at fair value |
|
|
(32,227 |
) |
|
|
(32,667 |
) |
|
|
$ |
1,160,420 |
|
|
$ |
1,146,299 |
|
UPB of loans subject to credit guarantee obligations |
|
$ |
22,725,768 |
|
|
$ |
23,152,230 |
|
69
Following is a summary of the composition of the loans underlying our investment in CRT arrangements as of March 31, 2024:
|
|
Year of origination |
|
|||||||||||||||||||||||||
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Total |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
UPB: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Outstanding |
|
$ |
4,634 |
|
|
$ |
10,574 |
|
|
$ |
2,730 |
|
|
$ |
2,310 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,726 |
|
Liquidations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balances |
|
$ |
0.6 |
|
|
$ |
6.8 |
|
|
$ |
57.1 |
|
|
$ |
160.1 |
|
|
$ |
120.4 |
|
|
$ |
61.0 |
|
|
$ |
406.0 |
|
Losses |
|
0.0 |
|
|
$ |
0.8 |
|
|
$ |
5.8 |
|
|
$ |
19.9 |
|
|
$ |
12.7 |
|
|
$ |
7.4 |
|
|
$ |
46.6 |
|
|
Modifications: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balances |
|
$ |
67.5 |
|
|
$ |
551.8 |
|
|
$ |
305.0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
924.3 |
|
Losses |
|
$ |
1.5 |
|
|
$ |
15.9 |
|
|
$ |
12.3 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
29.7 |
|
|
|
Year of origination |
|
|||||||||||||||||||||||||
Original debt-to income ratio |
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Total |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
<25% |
|
$ |
952 |
|
|
$ |
1,569 |
|
|
$ |
248 |
|
|
$ |
287 |
|
|
$ |
280 |
|
|
$ |
64 |
|
|
$ |
3,400 |
|
25 - 30% |
|
|
744 |
|
|
|
1,337 |
|
|
|
221 |
|
|
|
265 |
|
|
|
256 |
|
|
|
65 |
|
|
|
2,888 |
|
30 - 35% |
|
|
817 |
|
|
|
1,619 |
|
|
|
319 |
|
|
|
357 |
|
|
|
325 |
|
|
|
88 |
|
|
|
3,525 |
|
35 - 40% |
|
|
807 |
|
|
|
1,894 |
|
|
|
439 |
|
|
|
420 |
|
|
|
356 |
|
|
|
107 |
|
|
|
4,023 |
|
40 - 45% |
|
|
799 |
|
|
|
2,294 |
|
|
|
648 |
|
|
|
593 |
|
|
|
498 |
|
|
|
161 |
|
|
|
4,993 |
|
>45% |
|
|
515 |
|
|
|
1,861 |
|
|
|
855 |
|
|
|
388 |
|
|
|
172 |
|
|
|
106 |
|
|
|
3,897 |
|
|
|
$ |
4,634 |
|
|
$ |
10,574 |
|
|
$ |
2,730 |
|
|
$ |
2,310 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,726 |
|
Weighted average |
|
|
33.5 |
% |
|
|
35.8 |
% |
|
|
39.0 |
% |
|
|
36.5 |
% |
|
|
35.0 |
% |
|
|
35.7 |
% |
|
|
35.7 |
% |
|
|
Year of origination |
|
|||||||||||||||||||||||||
Origination FICO credit score |
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Total |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
600 - 649 |
|
$ |
31 |
|
|
$ |
145 |
|
|
$ |
65 |
|
|
$ |
28 |
|
|
$ |
17 |
|
|
$ |
10 |
|
|
$ |
296 |
|
650 - 699 |
|
|
226 |
|
|
|
999 |
|
|
|
580 |
|
|
|
349 |
|
|
|
231 |
|
|
|
115 |
|
|
|
2,500 |
|
700 - 749 |
|
|
1,094 |
|
|
|
3,112 |
|
|
|
965 |
|
|
|
788 |
|
|
|
595 |
|
|
|
181 |
|
|
|
6,735 |
|
750 or greater |
|
|
3,276 |
|
|
|
6,291 |
|
|
|
1,113 |
|
|
|
1,141 |
|
|
|
1,044 |
|
|
|
285 |
|
|
|
13,150 |
|
Not available |
|
|
7 |
|
|
|
27 |
|
|
|
7 |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
|
|
$ |
4,634 |
|
|
$ |
10,574 |
|
|
$ |
2,730 |
|
|
$ |
2,310 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,726 |
|
Weighted average |
|
|
765 |
|
|
|
754 |
|
|
|
736 |
|
|
|
745 |
|
|
|
751 |
|
|
|
743 |
|
|
|
753 |
|
|
|
Year of origination |
|
|||||||||||||||||||||||||
Origination loan-to value ratio |
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Total |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
<80% |
|
$ |
2,192 |
|
|
$ |
3,742 |
|
|
$ |
873 |
|
|
$ |
752 |
|
|
$ |
770 |
|
|
$ |
241 |
|
|
$ |
8,570 |
|
80-85% |
|
|
772 |
|
|
|
2,028 |
|
|
|
644 |
|
|
|
653 |
|
|
|
508 |
|
|
|
154 |
|
|
|
4,759 |
|
85-90% |
|
|
298 |
|
|
|
595 |
|
|
|
125 |
|
|
|
119 |
|
|
|
105 |
|
|
|
35 |
|
|
|
1,277 |
|
90-95% |
|
|
418 |
|
|
|
1,116 |
|
|
|
315 |
|
|
|
281 |
|
|
|
208 |
|
|
|
63 |
|
|
|
2,401 |
|
95-100% |
|
|
954 |
|
|
|
3,093 |
|
|
|
773 |
|
|
|
505 |
|
|
|
296 |
|
|
|
98 |
|
|
|
5,719 |
|
|
|
$ |
4,634 |
|
|
$ |
10,574 |
|
|
$ |
2,730 |
|
|
$ |
2,310 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,726 |
|
Weighted average |
|
|
80.7 |
% |
|
|
83.3 |
% |
|
|
83.5 |
% |
|
|
82.5 |
% |
|
|
80.6 |
% |
|
|
80.9 |
% |
|
|
82.4 |
% |
70
|
|
Year of origination |
|
|||||||||||||||||||||||||
Current loan-to value ratio (1) |
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Total |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
<80% |
|
$ |
4,617 |
|
|
$ |
10,513 |
|
|
$ |
2,714 |
|
|
$ |
2,309 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,631 |
|
80-85% |
|
|
11 |
|
|
|
39 |
|
|
|
9 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
60 |
|
85-90% |
|
|
4 |
|
|
|
13 |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
90-95% |
|
|
1 |
|
|
|
4 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
95-100% |
|
|
1 |
|
|
|
3 |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
>100% |
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
$ |
4,634 |
|
|
$ |
10,574 |
|
|
$ |
2,730 |
|
|
$ |
2,310 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,726 |
|
Weighted average |
|
|
52.7 |
% |
|
|
52.4 |
% |
|
|
49.9 |
% |
|
|
44.8 |
% |
|
|
40.8 |
% |
|
|
38.2 |
% |
|
|
50.1 |
% |
(1) Based on current UPB compared to estimated fair value of the property securing the loan.
|
|
Year of origination |
|
|||||||||||||||||||||||||
Distribution by state |
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Total |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
California |
|
$ |
482 |
|
|
$ |
1,040 |
|
|
$ |
342 |
|
|
$ |
245 |
|
|
$ |
364 |
|
|
$ |
110 |
|
|
$ |
2,583 |
|
Florida |
|
|
509 |
|
|
|
1,016 |
|
|
|
350 |
|
|
|
240 |
|
|
|
201 |
|
|
|
52 |
|
|
|
2,368 |
|
Texas |
|
|
551 |
|
|
|
916 |
|
|
|
218 |
|
|
|
195 |
|
|
|
234 |
|
|
|
90 |
|
|
|
2,204 |
|
Virginia |
|
|
249 |
|
|
|
472 |
|
|
|
99 |
|
|
|
107 |
|
|
|
131 |
|
|
|
58 |
|
|
|
1,116 |
|
Maryland |
|
|
182 |
|
|
|
450 |
|
|
|
124 |
|
|
|
133 |
|
|
|
125 |
|
|
|
33 |
|
|
|
1,047 |
|
Other |
|
|
2,661 |
|
|
|
6,680 |
|
|
|
1,597 |
|
|
|
1,390 |
|
|
|
832 |
|
|
|
248 |
|
|
|
13,408 |
|
|
|
$ |
4,634 |
|
|
$ |
10,574 |
|
|
$ |
2,730 |
|
|
$ |
2,310 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,726 |
|
|
|
Year of origination |
|
|||||||||||||||||||||||||
Regional geographic |
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Total |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
Northeast |
|
$ |
433 |
|
|
$ |
1,318 |
|
|
$ |
321 |
|
|
$ |
338 |
|
|
$ |
244 |
|
|
$ |
88 |
|
|
$ |
2,742 |
|
Southeast |
|
|
1,573 |
|
|
|
3,624 |
|
|
|
980 |
|
|
|
794 |
|
|
|
593 |
|
|
|
182 |
|
|
|
7,746 |
|
Midwest |
|
|
431 |
|
|
|
1,111 |
|
|
|
234 |
|
|
|
219 |
|
|
|
171 |
|
|
|
42 |
|
|
|
2,208 |
|
Southwest |
|
|
1,207 |
|
|
|
2,334 |
|
|
|
512 |
|
|
|
450 |
|
|
|
349 |
|
|
|
123 |
|
|
|
4,975 |
|
West |
|
|
990 |
|
|
|
2,187 |
|
|
|
683 |
|
|
|
509 |
|
|
|
530 |
|
|
|
156 |
|
|
|
5,055 |
|
|
|
$ |
4,634 |
|
|
$ |
10,574 |
|
|
$ |
2,730 |
|
|
$ |
2,310 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,726 |
|
|
|
Year of origination |
|
|||||||||||||||||||||||||
Collection status |
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Total |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
Delinquency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current - 89 Days |
|
$ |
4,619 |
|
|
$ |
10,485 |
|
|
$ |
2,683 |
|
|
$ |
2,298 |
|
|
$ |
1,878 |
|
|
$ |
590 |
|
|
$ |
22,553 |
|
90 - 179 Days |
|
|
8 |
|
|
|
45 |
|
|
|
26 |
|
|
|
10 |
|
|
|
8 |
|
|
|
1 |
|
|
|
98 |
|
180+ Days |
|
|
5 |
|
|
|
28 |
|
|
|
13 |
|
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
48 |
|
Foreclosure |
|
|
2 |
|
|
|
16 |
|
|
|
8 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
27 |
|
|
|
$ |
4,634 |
|
|
$ |
10,574 |
|
|
$ |
2,730 |
|
|
$ |
2,310 |
|
|
$ |
1,887 |
|
|
$ |
591 |
|
|
$ |
22,726 |
|
Bankruptcy |
|
$ |
3 |
|
|
$ |
27 |
|
|
$ |
16 |
|
|
$ |
5 |
|
|
$ |
7 |
|
|
$ |
— |
|
|
$ |
58 |
|
71
Cash Flows
Our cash flows for the quarters ended March 31, 2024 and 2023 are summarized below:
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Operating activities |
|
$ |
(342,371 |
) |
|
$ |
(1,276,212 |
) |
Investing activities |
|
|
770,796 |
|
|
|
(122,743 |
) |
Financing activities |
|
|
(582,932 |
) |
|
|
1,405,761 |
|
Net cash flows |
|
$ |
(154,507 |
) |
|
$ |
6,806 |
|
Our cash flows resulted in a net decrease in cash of $154.5 million during the quarter ended March 31, 2024, as discussed below.
Operating activities
Cash used in operating activities totaled $342.4 million during the quarter ended March 31, 2024, as compared to cash used in our operating activities of $1.3 billion during the quarter ended March 31, 2023. Cash flows from operating activities are influenced by cash flows from loans acquired for sale as shown below:
|
|
Quarter ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(in thousands) |
|
|||||
Operating cash flows from: |
|
|
|
|
|
|
||
Loans acquired for sale |
|
$ |
(187,846 |
) |
|
$ |
(1,397,980 |
) |
Other |
|
|
(154,525 |
) |
|
|
121,768 |
|
|
|
$ |
(342,371 |
) |
|
$ |
(1,276,212 |
) |
Cash flows from loans acquired for sale primarily reflect changes in the level of inventory from the beginning to end of the periods presented. Our inventory of loans held for sale increased at a slower rate during the quarter ended March 31, 2024, as compared to a decrease during the same period in 2023.
Investing activities
Net cash provided by our investing activities was $770.8 million for the quarter ended March 31, 2024, as compared to net cash used in our investing activities of $122.7 million for the quarter ended March 31, 2023, primarily due to our net sale of MBS.
Financing activities
Net cash used in our financing activities was $582.9 million for the quarter ended March 31, 2024, as compared to net cash provided by our financing activities of $1.4 billion for the quarter ended March 31, 2023. This change primarily reflects the repayment of financing related to our net sale of MBS.
As discussed below in Liquidity and Capital Resources, our Manager continually evaluates and pursues additional sources of financing to provide us with future investing capacity. We do not raise equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that our cash earnings are adequate to fund our operating expenses and dividend payment requirements. However, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as well as using such cash to fund our dividend requirements.
Liquidity and Capital Resources
Our liquidity reflects our ability to meet our current obligations (including the purchase of loans from correspondent sellers, our operating expenses and, when applicable, retirement of, and margin calls relating to, our debt and derivatives positions), make investments as our Manager identifies them, pursue our share repurchase program and make distributions to our shareholders. We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our shareholders to qualify as a REIT under the Internal Revenue Code. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities.
We expect our primary sources of liquidity to be cash flows from our investment portfolio, including cash earnings on our investments, cash flows from business activities, liquidation of existing investments and proceeds from borrowings and/or additional equity offerings. When we finance a particular asset, the amount borrowed is less than the asset’s fair value and we must provide the cash in the amount of such difference. Our ability to continue making investments is dependent on our ability to invest the cash representing such difference.
72
On March 15, 2024, the Company, the Issuer Trusts, PMT and PennyMac Holdings, LLC (“PMH”) entered into a Series 2024-VF1 Note with Goldman Sachs Bank, USA, as part of the structured finance transaction that PMC uses to finance Fannie Mae mortgage servicing rights and related excess servicing spread and servicing advance receivables. The initial two-year term of the Series 2024-VF1 Note is set to expire on March 15, 2026, at which point the Series 2024-VF1 Note amortizes over 12 months prior to termination.
Debt Financing
Our current debt financing strategy is to finance our assets where we believe such borrowing is prudent, appropriate and available. We make collateralized borrowings in the form of sales of assets under agreements to repurchase, loan participation purchase and sale agreements and notes payable, including secured term financing for our MSRs and our CRT arrangements that have allowed us to match the term of our borrowings more closely to the expected lives of the assets securing those borrowings. We have also borrowed money by issuing unsecured senior notes.
Our debt financing is summarized below:
|
|
Assets financed |
|
|||||||||||||||||||||||||
Financing |
|
MBS |
|
|
Loans acquired |
|
|
Loans at |
|
|
CRT assets |
|
|
Servicing assets (1) |
|
|
REO |
|
|
Total |
|
|||||||
|
|
(in thousands) |
|
|||||||||||||||||||||||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Short term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Assets sold under agreements to |
|
$ |
3,784,828 |
|
|
$ |
833,152 |
|
|
$ |
66,880 |
|
|
$ |
52,160 |
|
|
$ |
381,357 |
|
|
$ |
— |
|
|
$ |
5,118,377 |
|
Mortgage loan participation |
|
|
— |
|
|
|
25,216 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,216 |
|
Long term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Notes payable secured by CRT |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
766,104 |
|
|
|
2,113,921 |
|
|
|
— |
|
|
|
2,880,025 |
|
Asset-backed financings |
|
|
— |
|
|
|
— |
|
|
|
1,308,680 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,308,680 |
|
Interest-only security payable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,227 |
|
|
|
— |
|
|
|
— |
|
|
|
32,227 |
|
Total secured borrowings |
|
|
3,784,828 |
|
|
|
858,368 |
|
|
|
1,375,560 |
|
|
|
850,491 |
|
|
|
2,495,278 |
|
|
|
— |
|
|
|
9,364,525 |
|
Unsecured senior notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
601,373 |
|
||||||
Total borrowings |
|
$ |
3,784,828 |
|
|
$ |
858,368 |
|
|
$ |
1,375,560 |
|
|
$ |
850,491 |
|
|
$ |
2,495,278 |
|
|
$ |
— |
|
|
|
9,965,898 |
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,958,913 |
|
||||||
Total financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,924,811 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Assets pledged to secure borrowings |
|
$ |
3,949,678 |
|
|
$ |
903,963 |
|
|
$ |
1,406,774 |
|
|
$ |
1,209,999 |
|
|
$ |
4,006,800 |
|
|
$ |
1,891 |
|
|
$ |
11,479,105 |
|
Debt-to-equity ratio: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Excluding non-recourse debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4:1 |
|
|||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1:1 |
|
Sales of Assets Under Agreements to Repurchase
Our repurchase agreements represent the sales of assets together with agreements for us to buy back the assets at a later date. Following is a summary of the activities in our repurchase agreements financing:
|
Quarter ended March 31, |
|
|||||
Assets sold under agreements to repurchase |
2024 |
|
|
2023 |
|
||
|
(in thousands) |
|
|||||
Average balance outstanding |
$ |
5,144,834 |
|
|
$ |
7,242,478 |
|
Maximum daily balance outstanding |
$ |
6,494,643 |
|
|
$ |
9,107,074 |
|
Ending balance |
$ |
5,122,203 |
|
|
$ |
8,114,108 |
|
The difference between the maximum and average daily amounts outstanding is primarily due to timing of loan purchases and sales in our correspondent production business. The total facility size of our Assets sold under agreements to repurchase was approximately $11.1 billion at March 31, 2024.
Because a significant portion of our current debt facilities consists of short-term borrowings, we expect to either renew these facilities in advance of maturity in order to ensure our ongoing liquidity and access to capital or otherwise allow ourselves sufficient time to replace any necessary financing.
73
As discussed above, all of our repurchase agreements, and mortgage loan participation purchase and sale agreements have short-term maturities:
The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and accrued interest) relating to our Assets sold under agreements to repurchase is summarized by counterparty below as of March 31, 2024:
Counterparty |
|
Amount at risk |
|
|
|
|
(in thousands) |
|
|
Atlas Securitized Products, L.P. |
|
$ |
213,240 |
|
Citibank, N.A. |
|
|
209,600 |
|
Goldman Sachs & Co. LLC |
|
|
74,723 |
|
JPMorgan Chase & Co. |
|
|
45,822 |
|
Bank of America, N.A. |
|
|
27,765 |
|
Wells Fargo Securities, LLC |
|
|
26,513 |
|
Barclays Capital Inc. |
|
|
26,064 |
|
Santander US Capital |
|
|
11,038 |
|
RBC Capital Markets, L.P. |
|
|
7,557 |
|
Daiwa Capital Markets America Inc. |
|
|
6,314 |
|
Nomura Holdings America, Inc. |
|
|
3,423 |
|
Morgan Stanley & Co. LLC |
|
|
2,333 |
|
Mizuho Financial Group |
|
|
1,746 |
|
BNP Paribas |
|
|
1,436 |
|
|
|
$ |
657,574 |
|
Unsecured Senior Notes
In September 2023, we issued $53.5 million principal amount of our unsecured 8.50% senior notes due September 30, 2028 (the “2023 Senior Notes”). The 2023 Senior Notes bear interest at a rate of 8.50% per year payable quarterly.
On or after September 30, 2025, we may redeem for cash all or any portion of the 2023 Senior Notes, at our option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “sinking fund” will be provided for the 2023 Senior Notes.
The 2023 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by PMC, including the due and punctual payment of principal of and interest on the 2023 Senior Notes, whether at stated maturity, upon acceleration, call for redemption or otherwise (the “PMC Guarantee”). PMC’s operations and investing activities are centered in residential mortgage-related assets, including the creation of and investment in MSRs.
Under the terms of the PMC Guarantee, holders of the 2023 Senior Notes will not be required to exercise their remedies against us before they proceed directly against PMC. PMC’s obligations under the guarantee are limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of PMC, result in the guarantee constituting a fraudulent transfer or conveyance. The PMC Guarantee will:
74
The following summarized financial information for PMT and PMC is presented on a combined basis. Intercompany balances and transactions between PMT and PMC have been eliminated:
|
|
March 31, 2024 |
|
|
|
|
(in thousands) |
|
|
Loans acquired for sale at fair value |
|
$ |
911,602 |
|
Mortgage servicing rights at fair value |
|
|
3,961,112 |
|
Other assets |
|
|
|
|
From nonaffiliates |
|
|
713,775 |
|
From PFSI |
|
|
— |
|
From non-issuer or non-guarantor subsidiaries |
|
|
605,560 |
|
Total assets |
|
$ |
6,192,049 |
|
|
|
|
|
|
Total liabilities |
|
|
|
|
Payable to nonaffiliates |
|
$ |
1,807,110 |
|
Payable to non-issuer or non-guarantor subsidiaries |
|
|
3,924,390 |
|
Payable to PFSI |
|
|
22,036 |
|
|
|
$ |
5,753,536 |
|
|
|
|
|
|
Quarter ended |
|
|
|
March 31, 2024 |
|
|
|
(in thousands) |
|
|
Net investment income |
|
|
|
From nonaffiliates |
$ |
17,087 |
|
From PFSI |
|
1,958 |
|
From non-issuer or non-guarantor subsidiaries (1) |
|
(66,798 |
) |
Expenses |
|
|
|
From nonaffiliates |
|
3,687 |
|
From PFSI |
|
30,532 |
|
Pre-tax income |
|
(81,972 |
) |
Provision for income taxes |
|
(20,206 |
) |
Net income |
$ |
(61,766 |
) |
Debt Covenants
Our debt financing agreements require us and certain of our subsidiaries to comply with various financial covenants. As of the filing of this Report, these financial covenants include the following:
Although these financial covenants limit the amount of indebtedness we may incur and impact our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to successfully operate our business and obtain the financing necessary to achieve that purpose.
75
PLS is also subject to various financial covenants, both as a borrower under its own financing arrangements and as our servicer under certain of our debt financing agreements. The most significant of these financial covenants currently include the following:
Many of our debt financing agreements contain a condition precedent to obtaining additional funding that requires us to maintain positive net income for at least one (1) of the previous two consecutive quarters, or other similar measures. For the most recent fiscal quarter, the Company is compliant with all such conditions. However, we may be required to obtain waivers from certain lenders in the future if this condition precedent is not met.
Our debt financing agreements also contain margin call provisions that, upon notice from the applicable lender at its option, require us to transfer cash or, in some instances, additional assets in an amount sufficient to eliminate any margin deficit. A margin deficit will generally result from any decline in the market value (as determined by the applicable lender) of the assets subject to the related financing agreement, although in some instances we may agree with the lender upon certain thresholds (in dollar amounts or percentages based on the market value of the assets) that must be exceeded before a margin deficit will arise. Upon notice from the applicable lender, we will generally be required to satisfy the margin call on the day of such notice or within one business day thereafter, depending on the timing of the notice.
Regulatory Capital and Liquidity Requirements
In addition to the financial covenants imposed upon us and PLS as our servicer under our debt financing agreements, we, through PMC and/or PLS, as applicable, are also subject to liquidity and net worth requirements established by the Federal Housing Finance Agency (“FHFA”) for Agency seller/servicers and Ginnie Mae for single-family issuers. FHFA and Ginnie Mae have established minimum liquidity and net worth requirements for their approved non-depository single-family sellers/servicers in the case of Fannie Mae, Freddie Mac, and Ginnie Mae for its approved single-family issuers.
Ginnie Mae has issued risk-based capital requirements which will be effective December 31, 2024. We believe that PLS is in compliance with the Agency's pending requirements as of March 31, 2024.
Our Manager continues to explore a variety of additional means of financing our business, including debt financing through bank warehouse lines of credit, repurchase agreements, term financing, securitization transactions and unsecured debt and equity offerings. However, there can be no assurance as to how much additional financing capacity such efforts will produce, what form the financing will take or that such efforts will be successful.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Off-Balance Sheet Arrangements
As of March 31, 2024, we have not entered into any off-balance sheet arrangements.
Our management, servicing, and loan fulfillment fee agreements are described in Note 4 – Transactions with Related Parties to the consolidated financial statements included in this Report.
All debt financing arrangements that matured between March 31, 2024 and the date of this Report have been renewed, extended or replaced.
Critical Accounting Estimates
Preparation of financial statements in compliance with GAAP requires us to make estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Certain of these estimates significantly influence the portrayal of our financial condition and results, and they require us to make difficult, subjective or complex judgments. Our critical accounting policies primarily relate to our fair value estimates.
Our Annual Report on Form 10-K for the year ended December 31, 2023 contains a discussion of our critical accounting policies, which utilize relevant critical accounting estimates.
76
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, real estate values and other market-based risks. The primary market risks that we are exposed to are real estate risk, credit risk, interest rate risk, prepayment risk, inflation risk and market value risk.
Our primary trading asset is our inventory of loans acquired for sale. We believe that such assets’ fair values respond primarily to changes in the market interest rates for comparable recently-originated loans. Our other market-risk assets are a substantial portion of our investments and are primarily comprised of MSRs, CRT arrangements and MBS. We believe that the fair values of MSRs and MBS also respond primarily to changes in the market interest rates for comparable loans or yields on MBS. Changes in interest rates are reflected in the prepayment speeds underlying these investments and in the pricing spread (an element of the discount rate) used in their valuation. We believe that the primary market risks to the fair values of our investment in CRT arrangements are changes in market credit spreads and the fair value of the real estate securing the loans underlying such arrangements.
The following sensitivity analyses are limited in that they were performed at a particular point in time; only contemplate the movements in the indicated variables; do not incorporate changes to other variables; are subject to the accuracy of various models and assumptions used; and do not incorporate other factors that would affect our overall financial performance in such scenarios, including operational adjustments made by management to account for changing circumstances. For these reasons, the following estimates should not be viewed as earnings forecasts.
Mortgage-backed securities at fair value
The following table summarizes the estimated change in fair value of our mortgage-backed securities as of March 31, 2024, given several hypothetical (instantaneous) changes in interest rates and parallel shifts in the yield curve:
Interest rate shift in basis points |
|
-200 |
|
|
-75 |
|
|
-50 |
|
|
50 |
|
|
75 |
|
|
200 |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Change in fair value |
|
$ |
111,422 |
|
|
$ |
91,931 |
|
|
$ |
66,044 |
|
|
$ |
(78,131 |
) |
|
$ |
(120,091 |
) |
|
$ |
(341,540 |
) |
Mortgage Servicing Rights
The following tables summarize the estimated change in fair value of MSRs as of March 31, 2024, given several shifts in pricing spread, prepayment speeds and annual per-loan cost of servicing:
Change in fair value attributable to shift in: |
|
-20% |
|
|
-10% |
|
|
-5% |
|
|
+5% |
|
|
+10% |
|
|
+20% |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Pricing spread |
|
$ |
206,897 |
|
|
$ |
100,887 |
|
|
$ |
49,825 |
|
|
$ |
(48,628 |
) |
|
$ |
(96,098 |
) |
|
$ |
(187,715 |
) |
Prepayment speed |
|
$ |
230,268 |
|
|
$ |
111,177 |
|
|
$ |
54,652 |
|
|
$ |
(52,875 |
) |
|
$ |
(104,063 |
) |
|
$ |
(201,702 |
) |
Annual per-loan cost of servicing |
|
$ |
69,023 |
|
|
$ |
34,512 |
|
|
$ |
17,256 |
|
|
$ |
(17,256 |
) |
|
$ |
(34,512 |
) |
|
$ |
(69,023 |
) |
CRT Arrangements
Following is a summary of the effect on fair value of various changes to the pricing spread input used to estimate the fair value of our CRT arrangements given several shifts in pricing spread:
Pricing spread shift in basis points |
|
-100 |
|
|
-50 |
|
|
-25 |
|
|
25 |
|
|
50 |
|
|
100 |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Change in fair value |
|
$ |
42,720 |
|
|
$ |
21,036 |
|
|
$ |
10,438 |
|
|
$ |
(10,280 |
) |
|
$ |
(20,407 |
) |
|
$ |
(40,213 |
) |
Following is a summary of the effect on fair value of various instantaneous changes in home values from those used to estimate the fair value of our CRT arrangements given several shifts:
Property value shift in % |
|
-15% |
|
|
-10% |
|
|
-5% |
|
|
5% |
|
|
10% |
|
|
15% |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Change in fair value |
|
$ |
(11,653 |
) |
|
$ |
(6,966 |
) |
|
$ |
(3,154 |
) |
|
$ |
2,632 |
|
|
$ |
4,769 |
|
|
$ |
6,553 |
|
77
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. However, no matter how well a control system is designed and operated, it can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.
Our management has conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Report, to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
78
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various legal actions, claims and proceedings arising in the ordinary course of business. As of March 31, 2024, we were not involved in any material legal actions, claims or proceedings.
Item 1A. Risk Factors
There are no material changes from the risk factors set forth under Item 1A. For a discussion of our risk factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the quarter ended March 31, 2024.
The following table provides information about our repurchases of common shares of beneficial interest (“Common Shares”) during the quarter ended March 31, 2024:
Period |
|
Total |
|
|
Average |
|
|
Total number of |
|
|
Amount |
|
||||
|
|
(in thousands, except average price paid per share) |
|
|||||||||||||
January 1, 2024 – January 31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
73,353 |
|
February 1, 2024 –February 29, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
73,353 |
|
March 1, 2024 – March 31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
73,353 |
|
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
(c) Trading Plans
During the quarter ended March 31, 2024, none of our trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act)
79
Item 6. Exhibits
|
|
|
|
Incorporated by Reference from the Below-Listed Form (Each Filed under SEC File Number 001-34416) |
||
Exhibit No. |
|
Exhibit Description |
|
Form |
|
Filing Date |
|
|
|
|
|
|
|
3.1 |
|
Declaration of Trust of PennyMac Mortgage Investment Trust, as amended and restated. |
|
10-Q |
|
November 6, 2009 |
|
|
|
|
|
|
|
3.2 |
|
Second Amended and Restated Bylaws of PennyMac Mortgage Investment Trust |
|
8-K |
|
March 16, 2018 |
|
|
|
|
|
|
|
3.3 |
|
|
8-A |
|
March 7, 2017 |
|
|
|
|
|
|
|
|
3.4 |
|
|
8-A |
|
June 30, 2017 |
|
|
|
|
|
|
|
|
3.5 |
|
|
8-A |
|
August 20, 2021 |
|
|
|
|
|
|
|
|
10.1 |
|
|
8-K |
|
March 20, 2024 |
|
|
|
|
|
|
|
|
10.2 |
|
|
8-K |
|
March 20, 2024 |
|
|
|
|
|
|
|
|
10.3 |
|
|
8-K |
|
March 20, 2024 |
|
|
|
|
|
|
|
|
10.4 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
31.1 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
31.2 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
32.1** |
|
|
** |
|
|
|
|
|
|
|
|
|
|
32.2** |
|
|
** |
|
|
|
|
|
|
|
|
|
|
101 |
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (ii) the Consolidated Statements of Income for the quarter ended March 31, 2024 and March 31, 2023, (iii) the Consolidated Statements of Changes in Shareholders' Equity for the quarter ended March 31, 2024 and March 31, 2023, (iv) the Consolidated Statements of Cash Flows for the quarter ended March 31, 2024 and March 31, 2023 and (v) the Notes to the Consolidated Financial Statements. |
|
* |
|
|
|
|
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
|
|
|
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
80
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
* Filed herewith.
† Indicates management contract or compensatory plan or arrangement.
** The certifications attached hereto as Exhibits 32.1 and 32.2 are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
81
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Pennymac Mortgage Investment Trust (Registrant) |
||
|
|
|
|
|
Dated: May 2, 2024 |
|
By: |
|
/s/ David A. Spector |
|
|
|
|
David A. Spector |
|
|
|
|
Chairman and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
Dated: May 2, 2024 |
|
By: |
|
/s/ Daniel S. Perotti |
|
|
|
|
Daniel S. Perotti |
|
|
|
|
Senior Managing Director and Chief Financial Officer (Principal Financial Officer) |
82