|
|
|
|
|
Delaware
|
|
80-0925494
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
||
|
|
|
|
|
345 Park Avenue,
|
New York,
|
NY
|
|
10154
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Class A common stock, $0.001 par value
|
LADR
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
|
|
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
Class
|
|
Outstanding at February 21, 2020
|
Class A common stock, $0.001 par value
|
|
108,818,520
|
Class B common stock, $0.001 par value
|
|
12,158,933
|
|
Index
|
|
|
|
Page
|
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
•
|
risks discussed under the heading “Risk Factors” in this Annual Report, as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this Annual Report and our other filings with the United States Securities and Exchange Commission (“SEC”);
|
•
|
changes in general economic conditions, in our industry and in the commercial finance and the real estate markets;
|
•
|
changes to our business and investment strategy;
|
•
|
our ability to obtain and maintain financing arrangements;
|
•
|
the financing and advance rates for our assets;
|
•
|
our actual and expected leverage and liquidity;
|
•
|
the adequacy of collateral securing our loan portfolio and a decline in the fair value of our assets;
|
•
|
interest rate mismatches between our assets and our borrowings used to fund such investments;
|
•
|
changes in interest rates and the market value of our assets;
|
•
|
changes in prepayment rates on our mortgages and the loans underlying our mortgage-backed and other asset-backed securities;
|
•
|
the effects of hedging instruments and the degree to which our hedging strategies may or may not protect us from interest rate and credit risk volatility;
|
•
|
the increased rate of default or decreased recovery rates on our assets;
|
•
|
the adequacy of our policies, procedures and systems for managing risk effectively;
|
•
|
a potential downgrade in the credit ratings assigned to Ladder or our investments;
|
•
|
our compliance with, and the impact of and changes in, governmental regulations, tax laws and rates, accounting guidance and similar matters;
|
•
|
our ability to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and our ability and the ability of our subsidiaries to operate in compliance with REIT requirements;
|
•
|
our ability and the ability of our subsidiaries to maintain our and their exemptions from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
|
•
|
potential liability relating to environmental matters that impact the value of properties we may acquire or the properties underlying our investments;
|
•
|
the inability of insurance covering real estate underlying our loans and investments to cover all losses;
|
•
|
the availability of investment opportunities in mortgage-related and real estate-related instruments and other securities;
|
•
|
fraud by potential borrowers;
|
•
|
the availability of qualified personnel;
|
•
|
the impact of any tax legislation or IRS guidance;
|
•
|
the degree and nature of our competition; and
|
•
|
the market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
Loans
|
|
|
|
|
|
|
|
|
|
||||
Balance sheet loans:
|
|
|
|
|
|
|
|
||||||
Balance sheet first mortgage loans
|
$
|
3,127,173
|
|
|
46.9
|
%
|
|
$
|
3,170,788
|
|
|
50.5
|
%
|
Other commercial real estate-related loans
|
129,863
|
|
|
1.9
|
%
|
|
147,602
|
|
|
2.4
|
%
|
||
Allowance for loan losses
|
(20,500
|
)
|
|
(0.3
|
)%
|
|
(17,900
|
)
|
|
(0.3
|
)%
|
||
Total balance sheet loans
|
3,236,536
|
|
|
48.5
|
%
|
|
3,300,490
|
|
|
52.6
|
%
|
||
Conduit first mortgage loans
|
122,325
|
|
|
1.8
|
%
|
|
182,439
|
|
|
2.9
|
%
|
||
Total loans
|
3,358,861
|
|
|
50.3
|
%
|
|
3,482,929
|
|
|
55.5
|
%
|
||
Securities
|
|
|
|
|
|
|
|
|
|
|
|||
CMBS investments
|
1,673,468
|
|
|
25.3
|
%
|
|
1,308,331
|
|
|
20.8
|
%
|
||
U.S. Agency Securities investments
|
34,857
|
|
|
0.5
|
%
|
|
36,374
|
|
|
0.6
|
%
|
||
Corporate bonds
|
—
|
|
|
—
|
%
|
|
53,871
|
|
|
0.9
|
%
|
||
Equity securities
|
12,980
|
|
|
0.2
|
%
|
|
11,550
|
|
|
0.2
|
%
|
||
Total securities
|
1,721,305
|
|
|
26.0
|
%
|
|
1,410,126
|
|
|
22.5
|
%
|
||
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|||
Real estate and related lease intangibles, net
|
1,048,081
|
|
|
15.7
|
%
|
|
998,022
|
|
|
15.9
|
%
|
||
Total real estate
|
1,048,081
|
|
|
15.7
|
%
|
|
998,022
|
|
|
15.9
|
%
|
||
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|||
Investments in and advances to unconsolidated joint ventures
|
48,433
|
|
|
0.7
|
%
|
|
40,354
|
|
|
0.6
|
%
|
||
FHLB stock
|
61,619
|
|
|
0.9
|
%
|
|
57,915
|
|
|
0.9
|
%
|
||
Total other investments
|
110,052
|
|
|
1.6
|
%
|
|
98,269
|
|
|
1.5
|
%
|
||
Total investments
|
6,238,299
|
|
|
93.6
|
%
|
|
5,989,346
|
|
|
95.4
|
%
|
||
Cash, cash equivalents and restricted cash
|
355,746
|
|
|
5.3
|
%
|
|
98,450
|
|
|
1.6
|
%
|
||
Other assets
|
75,107
|
|
|
1.1
|
%
|
|
185,076
|
|
|
3.0
|
%
|
||
Total assets
|
$
|
6,669,152
|
|
|
100.0
|
%
|
|
$
|
6,272,872
|
|
|
100.0
|
%
|
•
|
$611.6 million of gross proceeds we raised in our initial equity private placement beginning in October 2008,
|
•
|
$257.4 million of gross proceeds we raised in our follow-on equity private placement in the third quarter of 2011,
|
•
|
$325.0 million of gross proceeds from the issuance of 2017 Notes in 2012,
|
•
|
$259.0 million of gross proceeds from the issuance of Class A common stock in 2014,
|
•
|
$300.0 million of gross proceeds from the issuance of 2021 Notes in 2014,
|
•
|
$500.0 million of gross proceeds from the issuance of 2022 Notes in 2017,
|
•
|
$400.0 million of gross proceeds from the issuance of 2025 Notes in 2017,
|
•
|
$99.0 million of gross proceeds we raised in our primary equity offering in the fourth quarter of 2018, and
|
•
|
existing debt facilities, and other borrowing programs in which we participate.
|
•
|
volatility and adverse changes in international, national and local economic and market conditions, including contractions in market liquidity for mortgage loans and mortgage-related assets and tenant bankruptcies;
|
•
|
changes in interest rates, credit spreads, prepayment rates and in the availability, costs and terms of financing;
|
•
|
changes in rates of default or recovery rates;
|
•
|
changes in generally accepted accounting principles;
|
•
|
changes in governmental laws and regulations, fiscal policies and zoning and other ordinances and costs of compliance with laws and regulations;
|
•
|
the impact of the Tax Cuts and Jobs Act and/or estimates concerning the impact of the Tax Cuts and Jobs Act, which are subject to change based on further analysis and/or IRS guidance;
|
•
|
downturns in the markets for mortgage-backed securities and other asset-backed and structured products, and commercial real estate; and
|
•
|
civil unrest, terrorism, acts of war, outbreaks of communicable diseases, nuclear or radiological disasters and natural disasters, including earthquakes, hurricanes, tornadoes, tsunamis, floods, and other extreme weather and permanent climate changes, which may result in uninsured and underinsured losses.
|
•
|
the ongoing need for capital improvements, particularly in older structures;
|
•
|
changes in operating expenses;
|
•
|
changes in general or local market conditions;
|
•
|
changes in tenant mix and performance, the occupancy or rental rates of the property or, for a property that requires new leasing activity, a failure to lease the property in accordance with the projected leasing schedule;
|
•
|
competition from comparable property types or properties;
|
•
|
unskilled or inexperienced property management;
|
•
|
limited availability of mortgage funds or fluctuations in interest rates which may render the sale and refinancing of a property difficult;
|
•
|
development projects that experience cost overruns or otherwise fail to perform as projected including, without limitation, failure to complete planned renovations, repairs, or construction;
|
•
|
unanticipated increases in real estate taxes and other operating expenses;
|
•
|
challenges to the borrower’s claim of title to the real property;
|
•
|
environmental considerations;
|
•
|
zoning laws;
|
•
|
other governmental rules and policies;
|
•
|
unanticipated structural defects or costliness of maintaining the property;
|
•
|
uninsured losses, such as possible acts of terrorism;
|
•
|
a decline in the operational performance of a facility on the real property (such facilities may include multifamily rental facilities, office properties, retail facilities, hospitality facilities, healthcare-related facilities, industrial facilities, warehouse facilities, restaurants, mobile home facilities, recreational or resort facilities, arenas or stadiums, religious facilities, parking lot facilities or other facilities); and
|
•
|
severe weather-related damage to the property and/or its operations.
|
•
|
we may not have exclusive control over the investment or the joint venture, which may prevent us from taking actions that are in our best interest;
|
•
|
joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to sell the interest when we desire and/or on advantageous terms;
|
•
|
any future joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to choose between buying the other partner’s interest or selling its interest to that partner;
|
•
|
we may not be in a position to exercise sole decision-making authority regarding the investment or joint venture, which could create the potential risk of creating impasses on decisions, such as with respect to acquisitions or dispositions;
|
•
|
a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals;
|
•
|
a partner may be in a position to take action contrary to our instructions, requests, policies or objectives, including our policy with respect to maintaining our qualification as a REIT and our exclusion from registration under the Investment Company Act;
|
•
|
a partner may fail to fund its share of required capital contributions or may become bankrupt, which may mean that we and any other remaining partners generally would remain liable for the joint venture’s liabilities;
|
•
|
our relationships with our partners are contractual in nature and may be terminated or dissolved under the terms of the applicable joint venture agreements and, in such event, we may not continue to own or operate the interests or investments underlying such relationship or may need to purchase such interests or investments at a premium to the market price to continue ownership;
|
•
|
disputes between us and a partner may result in litigation or arbitration that could increase our expenses and prevent our officers and directors from focusing their time and efforts on our business and could result in subjecting the investments owned by the joint venture to additional risk; or
|
•
|
we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could adversely affect our ability to continue to qualify as a REIT or maintain our exclusion from registration under the Investment Company Act, even though we do not control the joint venture.
|
•
|
interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
|
•
|
available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;
|
•
|
due to a credit loss or other factors, the duration of the hedge may not match the duration of the related liability;
|
•
|
applicable law may require mandatory margining or clearing of certain interest rate hedges we may wish to use, which may raise costs;
|
•
|
the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign the hedging transaction;
|
•
|
we may have to limit our use of hedging techniques that might otherwise be advantageous or to implement those hedges through a TRS to comply with REIT requirements, increasing the cost of our hedging activities because our TRSs would be subject to tax on gains and hedging-related losses in our TRSs will generally not provide any tax benefit, except for losses carried forward against future taxable income in the TRSs; and
|
•
|
the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.
|
•
|
the profitability of the assets we hold or acquire;
|
•
|
the allocation of assets between our REIT-qualified and non-REIT-qualified subsidiaries.
|
•
|
our ability to make profitable investments and to realize profit therefrom;
|
•
|
margin calls or other expenses that may reduce our cash flow; and
|
•
|
defaults in our asset portfolio or decreases in the value of our portfolio.
|
•
|
part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income if shares of our Class A common stock are predominantly held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;
|
•
|
part of the income and gain recognized by a tax-exempt investor with respect to our Class A common stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock;
|
•
|
part or all of the income or gain recognized with respect to our Class A common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from U.S. federal income taxation under the Code may be treated as unrelated business taxable income; and
|
•
|
to the extent that we have “excess inclusion income,” e.g., from: (i) us (or a part of us, or a disregarded subsidiary of ours) being treated as a “taxable mortgage pool”; (ii) us holding residual interests in a REMIC securitization; or (iii) us receiving income from another REIT that is treated as excess inclusion income, a portion of the distributions paid to a tax-exempt shareholder that is allocable to such excess inclusion income may be treated as unrelated business taxable income.
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
|
||||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
|
|
|
|
|
|
|
||||
Equity compensation plans approved by shareholders
|
|
994,208
|
|
|
$
|
14.85
|
|
|
7,668,211
|
|
Equity compensation plans not approved by shareholders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
994,208
|
|
|
$
|
14.85
|
|
|
7,668,211
|
|
|
Ladder Capital Corp
|
|
Commercial Mortgage REIT Index
|
|
S&P 500 Index
|
||||||
|
|
|
|
|
|
||||||
February 6, 2014
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
December 31, 2014
|
$
|
115.42
|
|
|
$
|
104.24
|
|
|
$
|
116.10
|
|
December 31, 2015
|
$
|
86.20
|
|
|
$
|
98.59
|
|
|
$
|
115.25
|
|
December 31, 2016
|
$
|
101.41
|
|
|
$
|
111.83
|
|
|
$
|
126.24
|
|
December 31, 2017
|
$
|
108.03
|
|
|
$
|
116.67
|
|
|
$
|
150.76
|
|
December 31, 2018
|
$
|
127.90
|
|
|
$
|
120.88
|
|
|
$
|
141.36
|
|
December 31, 2019
|
$
|
151.03
|
|
|
$
|
152.08
|
|
|
$
|
182.18
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$
|
330,235
|
|
|
$
|
344,816
|
|
|
$
|
263,667
|
|
|
$
|
236,372
|
|
|
$
|
241,539
|
|
Interest expense
|
|
204,353
|
|
|
194,291
|
|
|
146,118
|
|
|
120,826
|
|
|
113,303
|
|
|||||
Net interest income
|
|
125,882
|
|
|
150,525
|
|
|
117,549
|
|
|
115,546
|
|
|
128,236
|
|
|||||
Provision for loan losses
|
|
2,600
|
|
|
13,900
|
|
|
—
|
|
|
300
|
|
|
600
|
|
|||||
Net interest income after provision for loan losses
|
|
123,282
|
|
|
136,625
|
|
|
117,549
|
|
|
115,246
|
|
|
127,636
|
|
|||||
Total other income (loss)
|
|
174,652
|
|
|
250,320
|
|
|
186,470
|
|
|
163,312
|
|
|
201,221
|
|
|||||
Total costs and expenses
|
|
158,287
|
|
|
158,626
|
|
|
170,428
|
|
|
158,517
|
|
|
168,166
|
|
|||||
Income (loss) before taxes
|
|
139,647
|
|
|
228,319
|
|
|
133,591
|
|
|
120,041
|
|
|
160,691
|
|
|||||
Income tax expense (benefit)
|
|
2,646
|
|
|
6,643
|
|
|
7,712
|
|
|
6,320
|
|
|
14,557
|
|
|||||
Net income (loss)
|
|
137,001
|
|
|
221,676
|
|
|
125,879
|
|
|
113,721
|
|
|
146,134
|
|
|||||
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures
|
|
694
|
|
|
(15,864
|
)
|
|
(226
|
)
|
|
137
|
|
|
(1,568
|
)
|
|||||
Net (income) loss attributed to noncontrolling interest in operating partnership
|
|
(15,050
|
)
|
|
(25,797
|
)
|
|
(30,377
|
)
|
|
(47,131
|
)
|
|
(70,745
|
)
|
|||||
Net income (loss) attributed to Class A common shareholders
|
|
$
|
122,645
|
|
|
$
|
180,015
|
|
|
$
|
95,276
|
|
|
$
|
66,727
|
|
|
$
|
73,821
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
1.16
|
|
|
$
|
1.85
|
|
|
$
|
1.16
|
|
|
$
|
1.08
|
|
|
$
|
1.43
|
|
Diluted
|
|
$
|
1.15
|
|
|
$
|
1.84
|
|
|
$
|
1.13
|
|
|
$
|
1.06
|
|
|
$
|
1.42
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
105,455,849
|
|
|
97,226,027
|
|
|
81,902,524
|
|
|
61,998,089
|
|
|
51,702,188
|
|
|||||
Diluted
|
|
106,399,783
|
|
|
97,652,065
|
|
|
109,704,880
|
|
|
107,638,788
|
|
|
51,870,808
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share of Class A common stock(1)
|
|
$
|
1.360
|
|
|
$
|
1.535
|
|
|
$
|
1.215
|
|
|
$
|
1.285
|
|
|
$
|
2.225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
183,207
|
|
|
$
|
200,433
|
|
|
$
|
11,985
|
|
|
$
|
338,427
|
|
|
$
|
(38,307
|
)
|
Investing activities
|
|
(126,587
|
)
|
|
(342,865
|
)
|
|
(306,635
|
)
|
|
36,285
|
|
|
34,650
|
|
|||||
Financing activities
|
|
200,676
|
|
|
58,199
|
|
|
387,905
|
|
|
(448,077
|
)
|
|
22,001
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
58,171
|
|
|
$
|
67,878
|
|
|
$
|
76,674
|
|
|
$
|
44,615
|
|
|
$
|
108,959
|
|
Restricted cash
|
|
297,575
|
|
|
30,572
|
|
|
106,009
|
|
|
44,813
|
|
|
53,835
|
|
|||||
Total cash, cash equivalents and restricted cash
|
|
355,746
|
|
|
98,450
|
|
|
182,683
|
|
|
89,428
|
|
|
162,794
|
|
|||||
Mortgage loan receivables
|
|
3,358,861
|
|
|
3,482,928
|
|
|
3,508,642
|
|
|
2,353,977
|
|
|
2,310,409
|
|
|||||
Real estate securities
|
|
1,721,305
|
|
|
1,410,126
|
|
|
1,106,517
|
|
|
2,100,947
|
|
|
2,407,217
|
|
|||||
Real estate and related lease intangibles, net
|
|
1,048,081
|
|
|
998,022
|
|
|
1,032,041
|
|
|
822,338
|
|
|
834,779
|
|
|||||
Total assets
|
|
6,669,152
|
|
|
6,272,872
|
|
|
6,025,615
|
|
|
5,578,337
|
|
|
5,895,213
|
|
|||||
Total debt outstanding
|
|
4,859,873
|
|
|
4,452,574
|
|
|
4,379,826
|
|
|
3,942,138
|
|
|
4,274,723
|
|
|||||
Total liabilities
|
|
5,030,175
|
|
|
4,629,237
|
|
|
4,537,469
|
|
|
4,068,783
|
|
|
4,403,804
|
|
|||||
Total shareholders’ equity
|
|
1,458,277
|
|
|
1,445,152
|
|
|
1,234,968
|
|
|
971,391
|
|
|
828,216
|
|
|||||
Total noncontrolling interest in operating partnership
|
|
172,054
|
|
|
188,427
|
|
|
240,861
|
|
|
533,246
|
|
|
657,380
|
|
|||||
Total noncontrolling interest in consolidated joint ventures
|
|
8,646
|
|
|
10,055
|
|
|
12,317
|
|
|
4,918
|
|
|
5,813
|
|
|||||
Total equity (capital)
|
|
1,638,977
|
|
|
1,643,635
|
|
|
1,488,146
|
|
|
1,509,555
|
|
|
1,491,409
|
|
|
(1)
|
On October 30, 2018, the Company’s board of directors approved the fourth quarter 2018 dividend of $0.570 per share of the Company’s Class A common stock in order to meet its annual REIT taxable income distribution requirement. The dividend was paid as a combination of cash and Class A common stock, subject to shareholder elections. Refer to dividends in Note 11 to our consolidated financial statements. The fourth quarter 2015 dividend of $1.450 was also paid as a combination of cash and Class A common stock, subject to shareholder elections.
|
|
Year Ended December 31,
|
|
2019 vs
|
||||||||
|
2019
|
|
2018
|
|
2018
|
||||||
|
|
|
|
|
|
||||||
Net interest income
|
|
|
|
|
|
|
|
||||
Interest income
|
$
|
330,235
|
|
|
$
|
344,816
|
|
|
$
|
(14,581
|
)
|
Interest expense
|
204,353
|
|
|
194,291
|
|
|
10,062
|
|
|||
Net interest income
|
125,882
|
|
|
150,525
|
|
|
(24,643
|
)
|
|||
Provision for loan losses
|
2,600
|
|
|
13,900
|
|
|
(11,300
|
)
|
|||
Net interest income after provision for loan losses
|
123,282
|
|
|
136,625
|
|
|
(13,343
|
)
|
|||
|
|
|
|
|
|
||||||
Other income (loss)
|
|
|
|
|
|
|
|
||||
Operating lease income
|
106,366
|
|
|
106,177
|
|
|
189
|
|
|||
Sale of loans, net
|
54,758
|
|
|
16,511
|
|
|
38,247
|
|
|||
Realized gain (loss) on securities
|
14,911
|
|
|
(5,808
|
)
|
|
20,719
|
|
|||
Unrealized gain (loss) on equity securities
|
1,737
|
|
|
(1,605
|
)
|
|
3,342
|
|
|||
Unrealized gain (loss) on Agency interest-only securities
|
84
|
|
|
555
|
|
|
(471
|
)
|
|||
Realized gain (loss) on sale of real estate, net
|
1,392
|
|
|
95,881
|
|
|
(94,489
|
)
|
|||
Impairment of real estate
|
(1,350
|
)
|
|
—
|
|
|
(1,350
|
)
|
|||
Fee and other income
|
24,403
|
|
|
26,285
|
|
|
(1,882
|
)
|
|||
Net result from derivative transactions
|
(30,011
|
)
|
|
15,926
|
|
|
(45,937
|
)
|
|||
Earnings (loss) from investment in unconsolidated joint ventures
|
3,432
|
|
|
790
|
|
|
2,642
|
|
|||
Gain (loss) on extinguishment/defeasance of debt
|
(1,070
|
)
|
|
(4,392
|
)
|
|
3,322
|
|
|||
Total other income (loss)
|
174,652
|
|
|
250,320
|
|
|
(75,668
|
)
|
|||
Costs and expenses
|
|
|
|
|
|
|
|
||||
Salaries and employee benefits
|
67,768
|
|
|
60,117
|
|
|
7,651
|
|
|||
Operating expenses
|
22,595
|
|
|
21,696
|
|
|
899
|
|
|||
Real estate operating expenses
|
23,323
|
|
|
29,799
|
|
|
(6,476
|
)
|
|||
Fee expense
|
6,090
|
|
|
5,055
|
|
|
1,035
|
|
|||
Depreciation and amortization
|
38,511
|
|
|
41,959
|
|
|
(3,448
|
)
|
|||
Total costs and expenses
|
158,287
|
|
|
158,626
|
|
|
(339
|
)
|
|||
Income (loss) before taxes
|
139,647
|
|
|
228,319
|
|
|
(88,672
|
)
|
|||
Income tax expense (benefit)
|
2,646
|
|
|
6,643
|
|
|
(3,997
|
)
|
|||
Net income (loss)
|
$
|
137,001
|
|
|
$
|
221,676
|
|
|
$
|
(84,675
|
)
|
•
|
a decrease in net interest income of $24.6 million, primarily attributable to higher prevailing LIBOR rates during 2018, partially offset by the investment mix composition with lower yields on securities investments versus higher yields on loan investments and a decreased reliance on FHLB financing, and an increased reliance on mortgage loan financing; and
|
•
|
a decrease in total other income (loss) of $75.7 million, primarily as a result of a $94.5 million decrease in profits on sales of real estate and a $45.9 million decrease in net results from derivative transactions, partially offset by an increase of $38.2 million in sales of loans, net and an increase of $20.7 million in realized gains on securities.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
$
|
183,207
|
|
|
$
|
200,433
|
|
Net cash provided by (used in) investing activities
|
(126,587
|
)
|
|
(342,865
|
)
|
||
Net cash provided by (used in) financing activities
|
200,676
|
|
|
58,199
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
257,296
|
|
|
$
|
(84,233
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Committed loan repurchase facilities
|
$
|
702,264
|
|
|
$
|
497,531
|
|
Committed securities repurchase facility
|
42,751
|
|
|
—
|
|
||
Uncommitted securities repurchase facilities
|
1,070,919
|
|
|
166,154
|
|
||
Total repurchase facilities
|
1,815,934
|
|
|
663,685
|
|
||
Revolving credit facility
|
—
|
|
|
—
|
|
||
Mortgage loan financing(1)
|
812,606
|
|
|
743,902
|
|
||
CLO debt(2)
|
—
|
|
|
601,543
|
|
||
Participation financing - mortgage loan receivable
|
—
|
|
|
2,453
|
|
||
Borrowings from the FHLB
|
1,073,500
|
|
|
1,286,000
|
|
||
Senior unsecured notes(3)
|
1,157,833
|
|
|
1,154,991
|
|
||
Total debt obligations, net
|
$
|
4,859,873
|
|
|
$
|
4,452,574
|
|
|
(1)
|
Presented net of unamortized debt issuance costs of $0.8 million and $0.7 million as of December 31, 2019 and 2018, respectively.
|
(2)
|
Presented net of unamortized debt issuance costs of $2.6 million as of December 31, 2018.
|
(3)
|
Presented net of unamortized debt issuance costs of $8.4 million and $11.2 million as of December 31, 2019 and 2018, respectively.
|
|
|
Collateralized Borrowings Under Repurchase Agreements (1)
|
||||||||||
Quarter Ended
|
|
Quarter-end balance
|
|
Average quarterly balance
|
|
Maximum balance of any month-end
|
||||||
|
|
|
|
|
|
|
||||||
December 31, 2019
|
|
$
|
1,815,934
|
|
|
$
|
1,928,462
|
|
|
$
|
1,991,843
|
|
September 30, 2019
|
|
1,786,048
|
|
|
1,599,183
|
|
|
1,786,048
|
|
|||
June 30, 2019
|
|
1,267,371
|
|
|
1,221,388
|
|
|
1,300,175
|
|
|||
March 31, 2019
|
|
1,030,082
|
|
|
968,984
|
|
|
1,030,082
|
|
|||
December 31, 2018
|
|
663,686
|
|
|
735,350
|
|
|
820,080
|
|
|||
September 30, 2018
|
|
973,616
|
|
|
934,554
|
|
|
973,616
|
|
|||
June 30, 2018
|
|
819,962
|
|
|
787,568
|
|
|
819,962
|
|
|||
March 31, 2018
|
|
754,377
|
|
|
721,139
|
|
|
773,383
|
|
|||
December 31, 2017
|
|
473,410
|
|
|
739,721
|
|
|
892,081
|
|
|||
September 30, 2017
|
|
913,137
|
|
|
1,126,201
|
|
|
1,301,334
|
|
|||
June 30, 2017
|
|
1,149,605
|
|
|
1,264,948
|
|
|
1,373,953
|
|
|||
March 31, 2017
|
|
1,039,356
|
|
|
1,073,893
|
|
|
1,119,863
|
|
|||
December 31, 2016
|
|
1,107,185
|
|
|
1,397,061
|
|
|
1,555,941
|
|
|
(1)
|
Collateralized borrowings under repurchase agreements include all securities and loan financing under repurchase agreements.
|
1.
|
New advances (including any existing advances that are extended during the Transition Period) will have maturity dates on or before February 19, 2021; and
|
2.
|
The FHLB will make new advances to Tuebor subject to a requirement that Tuebor’s total outstanding advances do not exceed 40% of Tuebor’s total assets. As of December 31, 2019, the Company is in compliance with this requirement.
|
|
Contractual Obligations
|
||||||||||||||||||
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Secured financings
|
$
|
2,147,688
|
|
(1)
|
$
|
621,377
|
|
|
$
|
583,606
|
|
|
$
|
344,617
|
|
|
$
|
3,697,288
|
|
Senior unsecured notes
|
—
|
|
|
766,201
|
|
|
—
|
|
|
400,000
|
|
|
1,166,201
|
|
|||||
Interest payable(2)
|
129,929
|
|
|
159,211
|
|
|
44,774
|
|
|
21,000
|
|
|
354,914
|
|
|||||
Other funding obligations(3)
|
286,506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,506
|
|
|||||
Payments pursuant to tax receivable agreement
|
104
|
|
|
208
|
|
|
208
|
|
|
1,039
|
|
|
1,559
|
|
|||||
Operating lease obligations
|
604
|
|
|
2,361
|
|
|
98
|
|
|
—
|
|
|
3,063
|
|
|||||
Total
|
$
|
2,564,831
|
|
|
$
|
1,549,358
|
|
|
$
|
628,686
|
|
|
$
|
766,656
|
|
|
$
|
5,509,531
|
|
|
•
|
Provision for loan losses
|
•
|
Current expected credit losses
|
•
|
Acquisition of real estate
|
•
|
Impairment or disposal of long lived assets
|
•
|
Identified intangible assets and liabilities
|
•
|
Variable interest entities
|
•
|
Fair value of assets and liabilities
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Income (loss) before taxes
|
$
|
139,647
|
|
|
$
|
228,319
|
|
|
$
|
133,591
|
|
|
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures and operating partnership (GAAP)(1)
|
663
|
|
|
(15,895
|
)
|
|
(258
|
)
|
||||
Our share of real estate depreciation, amortization and gain adjustments(2)
|
27,201
|
|
|
9,935
|
|
|
35,891
|
|
||||
Adjustments for unrecognized derivative results(3)
|
2,502
|
|
|
(19
|
)
|
|
(10,139
|
)
|
||||
Unrealized (gain) loss on fair value securities
|
(1,927
|
)
|
|
1,050
|
|
|
(1,405
|
)
|
||||
Adjustment for economic gain on loan sales not recognized under GAAP for which risk has been substantially transferred, net of reversal/amortization
|
(645
|
)
|
|
(788
|
)
|
|
1,026
|
|
||||
Non-cash stock-based compensation
|
23,118
|
|
|
9,994
|
|
|
20,043
|
|
||||
Transactional adjustments(4)
|
—
|
|
|
(2,488
|
)
|
|
—
|
|
||||
Core earnings
|
$
|
190,559
|
|
|
$
|
230,108
|
|
|
$
|
178,749
|
|
|
(1)
|
Includes $31 thousand, $31 thousand and $32 thousand of net income attributable to noncontrolling interest in consolidated joint ventures which are included in net (income) loss attributable to noncontrolling interest in operating partnership on the consolidated statements of income for the years ended December 31, 2019, 2018 and 2017, respectively.
|
•
|
Core earnings does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations and is not necessarily indicative of cash necessary to fund cash needs; and
|
•
|
other companies in our industry may calculate core earnings differently than we do, limiting its usefulness as a comparative measure.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Number of loans sold
|
80
|
|
|
103
|
|
|
115
|
|
||||
Face amount of loans sold
|
$
|
1,003,850
|
|
|
$
|
1,304,106
|
|
|
$
|
1,501,711
|
|
|
|
|
|
|
|
|
|
||||||
Income from sales of loans, net
|
$
|
54,758
|
|
|
$
|
16,511
|
|
|
$
|
54,046
|
|
|
Realized losses on loans related to lower of cost or market adjustments
|
—
|
|
|
463
|
|
|
1,779
|
|
||||
Hedge gain/(loss) related to loans sold(1)
|
(16,807
|
)
|
|
12,774
|
|
|
(5,973
|
)
|
||||
Income from sales of loans, net of hedging
|
37,951
|
|
|
29,748
|
|
|
$
|
49,852
|
|
|||
Adjustment for economic gain on loan sales not recognized under GAAP for which risk has been substantially transferred
|
895
|
|
|
235
|
|
|
2,051
|
|
||||
Core gain on sale of loans
|
$
|
38,846
|
|
|
$
|
29,983
|
|
|
$
|
51,903
|
|
|
(1)
|
The following is a reconciliation of net results from derivative transactions, which is the closest GAAP measure, as reported in our consolidated financial statements included herein to the non-GAAP financial measure of hedge gain/(loss) related to loans sold ($ in thousands):
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Net results from derivative transactions
|
$
|
(30,011
|
)
|
|
$
|
15,926
|
|
|
$
|
(12,641
|
)
|
|
Hedge gain/(loss) related to lending and securities positions
|
13,204
|
|
|
(3,152
|
)
|
|
6,668
|
|
||||
Hedge gain/(loss) related to loans sold
|
$
|
(16,807
|
)
|
|
$
|
12,774
|
|
|
$
|
(5,973
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Debt obligations, net
|
$
|
4,859,873
|
|
|
$
|
4,452,574
|
|
Less: CLO debt(1)
|
—
|
|
|
(601,543
|
)
|
||
Adjusted debt obligations
|
4,859,873
|
|
|
3,851,031
|
|
||
|
|
|
|
||||
Total equity
|
1,638,977
|
|
|
1,643,635
|
|
||
|
|
|
|
||||
Adjusted leverage
|
3.0
|
|
|
2.3
|
|
|
(1)
|
As more fully discussed in Note 7 to our consolidated financial statements, we contributed over $888.4 million of balance sheet loans into two CLO securitizations that remained on our balance sheet at December 31, 2018, for accounting purposes but were excluded from debt obligations for adjusted leverage calculation purposes. In October 2019, the Company redeemed all outstanding debt obligations related to the two CLO transactions.
|
|
Projected change
in net income(1)
|
|
Projected change
in portfolio
value
|
||||
|
|
|
|
||||
Change in interest rate:
|
|
|
|
||||
Decrease by 1.00%
|
$
|
(2,985
|
)
|
|
$
|
11,609
|
|
Increase by 1.00%
|
15,397
|
|
|
(11,468
|
)
|
|
(1)
|
Subject to limits for floors on our floating rate investments and indebtedness.
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
December 31, 2019(1)
|
|
December 31, 2018(1)
|
||||
|
|
|
|
||||
Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
58,171
|
|
|
$
|
67,878
|
|
Restricted cash
|
297,575
|
|
|
30,572
|
|
||
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
||||
Mortgage loans held by consolidated subsidiaries
|
3,257,036
|
|
|
3,318,390
|
|
||
Allowance for loan losses
|
(20,500
|
)
|
|
(17,900
|
)
|
||
Mortgage loan receivables held for sale
|
122,325
|
|
|
182,439
|
|
||
Real estate securities
|
1,721,305
|
|
|
1,410,126
|
|
||
Real estate and related lease intangibles, net
|
1,048,081
|
|
|
998,022
|
|
||
Investments in and advances to unconsolidated joint ventures
|
48,433
|
|
|
40,354
|
|
||
FHLB stock
|
61,619
|
|
|
57,915
|
|
||
Derivative instruments
|
693
|
|
|
—
|
|
||
Due from brokers
|
244
|
|
|
—
|
|
||
Accrued interest receivable
|
21,066
|
|
|
27,214
|
|
||
Other assets
|
53,104
|
|
|
157,862
|
|
||
Total assets
|
$
|
6,669,152
|
|
|
$
|
6,272,872
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
|
||
Debt obligations, net
|
$
|
4,859,873
|
|
|
$
|
4,452,574
|
|
Due to brokers
|
223
|
|
|
1,301
|
|
||
Derivative instruments
|
—
|
|
|
975
|
|
||
Amount payable pursuant to tax receivable agreement
|
1,559
|
|
|
1,570
|
|
||
Dividends payable
|
38,696
|
|
|
37,316
|
|
||
Accrued expenses
|
72,397
|
|
|
82,425
|
|
||
Other liabilities
|
57,427
|
|
|
53,076
|
|
||
Total liabilities
|
5,030,175
|
|
|
4,629,237
|
|
||
Commitments and contingencies (Note 18)
|
—
|
|
|
—
|
|
||
Equity
|
|
|
|
|
|
||
Class A common stock, par value $0.001 per share, 600,000,000 shares authorized; 110,693,832 and 106,642,335 shares issued and 107,509,563 and 103,941,173 shares outstanding
|
108
|
|
|
105
|
|
||
Class B common stock, par value $0.001 per share, 100,000,000 shares authorized; 12,158,933 and 13,117,419 shares issued and outstanding
|
12
|
|
|
13
|
|
||
Additional paid-in capital
|
1,532,384
|
|
|
1,471,157
|
|
||
Treasury stock, 3,184,269 and 2,701,162 shares, at cost
|
(42,699
|
)
|
|
(32,815
|
)
|
||
Retained earnings (dividends in excess of earnings)
|
(35,746
|
)
|
|
11,342
|
|
||
Accumulated other comprehensive income (loss)
|
4,218
|
|
|
(4,649
|
)
|
||
Total shareholders’ equity
|
1,458,277
|
|
|
1,445,153
|
|
||
Noncontrolling interest in operating partnership
|
172,054
|
|
|
188,427
|
|
||
Noncontrolling interest in consolidated joint ventures
|
8,646
|
|
|
10,055
|
|
||
Total equity
|
1,638,977
|
|
|
1,643,635
|
|
||
|
|
|
|
||||
Total liabilities and equity
|
$
|
6,669,152
|
|
|
$
|
6,272,872
|
|
|
(1)
|
Includes amounts relating to consolidated variable interest entities. See Note 10.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net interest income
|
|
|
|
|
|
|
|
||||
Interest income
|
$
|
330,235
|
|
|
$
|
344,816
|
|
|
263,667
|
|
|
Interest expense
|
204,353
|
|
|
194,291
|
|
|
146,118
|
|
|||
Net interest income
|
125,882
|
|
|
150,525
|
|
|
117,549
|
|
|||
Provision for loan losses
|
2,600
|
|
|
13,900
|
|
|
—
|
|
|||
Net interest income after provision for loan losses
|
123,282
|
|
|
136,625
|
|
|
117,549
|
|
|||
|
|
|
|
|
|
||||||
Other income (loss)
|
|
|
|
|
|
|
|
|
|||
Operating lease income
|
106,366
|
|
|
106,177
|
|
|
96,671
|
|
|||
Sale of loans, net
|
54,758
|
|
|
16,511
|
|
|
54,046
|
|
|||
Realized gain (loss) on securities
|
14,911
|
|
|
(5,808
|
)
|
|
17,209
|
|
|||
Unrealized gain (loss) on equity securities
|
1,737
|
|
|
(1,605
|
)
|
|
—
|
|
|||
Unrealized gain (loss) on Agency interest-only securities
|
84
|
|
|
555
|
|
|
1,405
|
|
|||
Realized gain (loss) on sale of real estate, net
|
1,392
|
|
|
95,881
|
|
|
11,423
|
|
|||
Impairment of real estate
|
(1,350
|
)
|
|
—
|
|
|
—
|
|
|||
Fee and other income
|
24,403
|
|
|
26,285
|
|
|
18,341
|
|
|||
Net result from derivative transactions
|
(30,011
|
)
|
|
15,926
|
|
|
(12,641
|
)
|
|||
Earnings (loss) from investment in unconsolidated joint ventures
|
3,432
|
|
|
790
|
|
|
89
|
|
|||
Gain (loss) on extinguishment/defeasance of debt
|
(1,070
|
)
|
|
(4,392
|
)
|
|
(73
|
)
|
|||
Total other income (loss)
|
174,652
|
|
|
250,320
|
|
|
186,470
|
|
|||
Costs and expenses
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
67,768
|
|
|
60,117
|
|
|
70,463
|
|
|||
Operating expenses
|
22,595
|
|
|
21,696
|
|
|
21,421
|
|
|||
Real estate operating expenses
|
23,323
|
|
|
29,799
|
|
|
33,216
|
|
|||
Fee expense
|
6,090
|
|
|
5,055
|
|
|
4,996
|
|
|||
Depreciation and amortization
|
38,511
|
|
|
41,959
|
|
|
40,332
|
|
|||
Total costs and expenses
|
158,287
|
|
|
158,626
|
|
|
170,428
|
|
|||
Income (loss) before taxes
|
139,647
|
|
|
228,319
|
|
|
133,591
|
|
|||
Income tax expense (benefit)
|
2,646
|
|
|
6,643
|
|
|
7,712
|
|
|||
Net income (loss)
|
137,001
|
|
|
221,676
|
|
|
125,879
|
|
|||
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures
|
694
|
|
|
(15,864
|
)
|
|
(226
|
)
|
|||
Net (income) loss attributable to noncontrolling interest in operating partnership
|
(15,050
|
)
|
|
(25,797
|
)
|
|
(30,377
|
)
|
|||
Net income (loss) attributable to Class A common shareholders
|
$
|
122,645
|
|
|
$
|
180,015
|
|
|
$
|
95,276
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|||||||||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.16
|
|
|
$
|
1.85
|
|
|
$
|
1.16
|
|
Diluted
|
$
|
1.15
|
|
|
$
|
1.84
|
|
|
$
|
1.13
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||
Basic
|
105,455,849
|
|
|
97,226,027
|
|
|
81,902,524
|
|
|||
Diluted
|
106,399,783
|
|
|
97,652,065
|
|
|
109,704,880
|
|
|||
|
|
|
|
|
|
||||||
Dividends per share of Class A common stock (Note 11)
|
$
|
1.360
|
|
|
$
|
1.535
|
|
|
$
|
1.215
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
137,001
|
|
|
$
|
221,676
|
|
|
$
|
125,879
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|||
Unrealized gain (loss) on securities, net of tax:
|
|
|
|
|
|
|
|
|
|||
Unrealized gain (loss) on real estate securities, available for sale
|
24,678
|
|
|
(8,205
|
)
|
|
18,515
|
|
|||
Reclassification adjustment for (gain) loss included in net income (loss)
|
(14,748
|
)
|
|
3,064
|
|
|
(20,735
|
)
|
|||
|
|
|
|
|
|
||||||
Total other comprehensive income (loss)
|
9,930
|
|
|
(5,141
|
)
|
|
(2,220
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
146,931
|
|
|
216,535
|
|
|
123,659
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interest in consolidated joint ventures
|
694
|
|
|
(15,864
|
)
|
|
(226
|
)
|
|||
Comprehensive income (loss) of combined Class A common shareholders and Operating Partnership unitholders
|
147,625
|
|
|
200,671
|
|
|
$
|
123,433
|
|
||
Comprehensive (income) loss attributable to noncontrolling interest in operating partnership
|
(16,195
|
)
|
|
(24,868
|
)
|
|
(31,072
|
)
|
|||
Comprehensive income (loss) attributable to Class A common shareholders
|
$
|
131,430
|
|
|
$
|
175,803
|
|
|
$
|
92,361
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-
in-Capital
|
|
Treasury Stock
|
|
Retained Earnings (Dividends in Excess of Earnings)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||||||||
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
|
|
|
Operating
Partnership
|
|
Consolidated
Joint Ventures
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, December 31, 2018
|
103,941
|
|
|
$
|
105
|
|
|
13,118
|
|
|
$
|
13
|
|
|
$
|
1,471,157
|
|
|
$
|
(32,815
|
)
|
|
$
|
11,342
|
|
|
$
|
(4,649
|
)
|
|
$
|
188,427
|
|
|
$
|
10,055
|
|
|
$
|
1,643,635
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
498
|
|
|
498
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,262
|
)
|
|
(1,213
|
)
|
|
(18,475
|
)
|
|||||||||
Amortization of equity based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,777
|
|
|||||||||
Grants of restricted stock
|
1,478
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Purchase of treasury stock
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|||||||||
Re-issuance of treasury stock
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units
|
(526
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,247
|
)
|
|||||||||
Forfeitures
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,910
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,910
|
)
|
|||||||||
Stock dividends
|
1,434
|
|
|
1
|
|
|
181
|
|
|
—
|
|
|
23,822
|
|
|
—
|
|
|
(23,823
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exchange of noncontrolling interest for common stock
|
1,139
|
|
|
1
|
|
|
(1,139
|
)
|
|
(1
|
)
|
|
16,449
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
(16,109
|
)
|
|
—
|
|
|
405
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122,645
|
|
|
—
|
|
|
15,050
|
|
|
(694
|
)
|
|
137,001
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,785
|
|
|
1,145
|
|
|
—
|
|
|
9,930
|
|
|||||||||
Rebalancing of ownership percentage between Company and Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(820
|
)
|
|
—
|
|
|
—
|
|
|
17
|
|
|
803
|
|
|
—
|
|
|
—
|
|
|||||||||
Balance, December 31, 2019
|
107,509
|
|
|
$
|
108
|
|
|
12,160
|
|
|
$
|
12
|
|
|
$
|
1,532,384
|
|
|
$
|
(42,699
|
)
|
|
$
|
(35,746
|
)
|
|
$
|
4,218
|
|
|
$
|
172,054
|
|
|
$
|
8,646
|
|
|
$
|
1,638,977
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-
in-Capital
|
|
Treasury Stock
|
|
Retained Earnings (Dividends in Excess of Earnings)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||||||||
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
|
|
|
Operating
Partnership
|
|
Consolidated
Joint Ventures
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, December 31, 2017
|
93,641
|
|
|
$
|
94
|
|
|
17,668
|
|
|
$
|
18
|
|
|
$
|
1,306,136
|
|
|
$
|
(31,956
|
)
|
|
$
|
(39,112
|
)
|
|
$
|
(212
|
)
|
|
$
|
240,861
|
|
|
$
|
12,317
|
|
|
$
|
1,488,146
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,604
|
|
|
7,604
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,353
|
)
|
|
(25,730
|
)
|
|
(46,083
|
)
|
|||||||||
Amortization of equity based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,831
|
|
|||||||||
Issuance of common stock
|
5,800
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
99,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,006
|
|
|||||||||
Grants of restricted stock
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(859
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(859
|
)
|
|||||||||
Forfeitures
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129,561
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129,561
|
)
|
|||||||||
Stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(499
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(499
|
)
|
|||||||||
Exchange of noncontrolling interest for common stock
|
4,550
|
|
|
5
|
|
|
(4,550
|
)
|
|
(5
|
)
|
|
63,109
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
(62,427
|
)
|
|
—
|
|
|
515
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,015
|
|
|
—
|
|
|
25,797
|
|
|
15,864
|
|
|
221,676
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,211
|
)
|
|
(930
|
)
|
|
—
|
|
|
(5,141
|
)
|
|||||||||
Rebalancing of ownership percentage between Company and Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,420
|
)
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
5,479
|
|
|
—
|
|
|
—
|
|
|||||||||
Balance, December 31, 2018
|
103,941
|
|
|
$
|
105
|
|
|
13,118
|
|
|
$
|
13
|
|
|
$
|
1,471,157
|
|
|
$
|
(32,815
|
)
|
|
$
|
11,342
|
|
|
$
|
(4,649
|
)
|
|
$
|
188,427
|
|
|
$
|
10,055
|
|
|
$
|
1,643,635
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-
in-Capital
|
|
Treasury Stock
|
|
Retained Earnings (Dividends in Excess of Earnings)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||||||||
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
|
|
|
Operating
Partnership
|
|
Consolidated
Joint Ventures
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, December 31, 2016
|
71,586
|
|
|
$
|
72
|
|
|
38,003
|
|
|
$
|
38
|
|
|
$
|
992,307
|
|
|
$
|
(11,244
|
)
|
|
$
|
(11,148
|
)
|
|
$
|
1,365
|
|
|
$
|
533,246
|
|
|
$
|
4,918
|
|
|
$
|
1,509,554
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,479
|
|
|
7,479
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,218
|
)
|
|
(306
|
)
|
|
(42,524
|
)
|
|||||||||
Amortization of equity based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,965
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,965
|
|
|||||||||
Grants of restricted stock
|
1,997
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Purchase of treasury stock
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,588
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,588
|
)
|
|||||||||
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units
|
(1,323
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,124
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,125
|
)
|
|||||||||
Forfeitures
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,921
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,921
|
)
|
|||||||||
Stock dividends
|
814
|
|
|
1
|
|
|
432
|
|
|
1
|
|
|
17,317
|
|
|
—
|
|
|
(17,319
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exchange of noncontrolling interest for common stock
|
20,767
|
|
|
21
|
|
|
(20,767
|
)
|
|
(21
|
)
|
|
280,714
|
|
|
—
|
|
|
—
|
|
|
1,696
|
|
|
(284,763
|
)
|
|
—
|
|
|
(2,353
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95,276
|
|
|
—
|
|
|
30,377
|
|
|
226
|
|
|
125,879
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,915
|
)
|
|
695
|
|
|
—
|
|
|
(2,220
|
)
|
|||||||||
Rebalancing of ownership percentage between Company and Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,166
|
)
|
|
—
|
|
|
—
|
|
|
(358
|
)
|
|
3,524
|
|
|
—
|
|
|
—
|
|
|||||||||
Balance, December 31, 2017
|
93,641
|
|
|
$
|
94
|
|
|
17,668
|
|
|
$
|
18
|
|
|
$
|
1,306,136
|
|
|
$
|
(31,956
|
)
|
|
$
|
(39,112
|
)
|
|
$
|
(212
|
)
|
|
$
|
240,861
|
|
|
$
|
12,317
|
|
|
$
|
1,488,146
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
137,001
|
|
|
$
|
221,676
|
|
|
$
|
125,879
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|||||
(Gain) loss on extinguishment/defeasance of debt
|
1,070
|
|
|
4,392
|
|
|
73
|
|
|||
Depreciation and amortization
|
38,511
|
|
|
41,959
|
|
|
40,332
|
|
|||
Unrealized (gain) loss on derivative instruments
|
(1,542
|
)
|
|
(705
|
)
|
|
3,432
|
|
|||
Unrealized (gain) loss on equity securities
|
(1,737
|
)
|
|
1,605
|
|
|
—
|
|
|||
Unrealized (gain) loss on Agency interest-only securities
|
(84
|
)
|
|
(555
|
)
|
|
(1,405
|
)
|
|||
Unrealized (gain) loss on investment in mutual fund
|
(405
|
)
|
|
(156
|
)
|
|
(300
|
)
|
|||
Provision for loan losses
|
2,600
|
|
|
13,900
|
|
|
—
|
|
|||
Impairment of real estate
|
1,350
|
|
|
—
|
|
|
—
|
|
|||
Amortization of equity based compensation
|
21,777
|
|
|
8,831
|
|
|
18,965
|
|
|||
Amortization of deferred financing costs included in interest expense
|
10,987
|
|
|
10,906
|
|
|
7,856
|
|
|||
Amortization of premium on mortgage loan financing
|
(1,584
|
)
|
|
(1,023
|
)
|
|
(1,025
|
)
|
|||
Amortization of above- and below-market lease intangibles
|
(1,359
|
)
|
|
(1,739
|
)
|
|
(786
|
)
|
|||
Amortization of premium/(accretion) of discount and other fees on loans
|
(17,845
|
)
|
|
(19,820
|
)
|
|
(11,180
|
)
|
|||
Amortization of premium/(accretion) of discount and other fees on securities
|
217
|
|
|
3,124
|
|
|
5,241
|
|
|||
Realized (gain) loss on sale of mortgage loan receivables held for sale
|
(54,758
|
)
|
|
(16,511
|
)
|
|
(54,046
|
)
|
|||
Realized (gain) loss on disposition of loan
|
(2,250
|
)
|
|
—
|
|
|
—
|
|
|||
Realized (gain) loss on securities
|
(14,911
|
)
|
|
5,808
|
|
|
(17,209
|
)
|
|||
Realized (gain) loss on sale of real estate, net
|
(1,392
|
)
|
|
(95,881
|
)
|
|
(11,423
|
)
|
|||
Realized gain on sale of derivative instruments
|
84
|
|
|
(242
|
)
|
|
199
|
|
|||
Origination of mortgage loan receivables held for sale
|
(946,178
|
)
|
|
(1,297,221
|
)
|
|
(1,465,635
|
)
|
|||
Purchases of mortgage loan receivables held for sale
|
(9,934
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of mortgage loan receivables held for sale
|
667
|
|
|
14,242
|
|
|
2,083
|
|
|||
Proceeds from sales of mortgage loan receivables held for sale
|
1,024,357
|
|
|
1,292,442
|
|
|
1,375,733
|
|
|||
(Income) loss from investments in unconsolidated joint ventures in excess of distributions received
|
(3,432
|
)
|
|
(790
|
)
|
|
(89
|
)
|
|||
Distributions from operations of investment in unconsolidated joint ventures
|
3,317
|
|
|
1,250
|
|
|
—
|
|
|||
Deferred tax asset (liability)
|
4,814
|
|
|
(7,525
|
)
|
|
5,591
|
|
|||
Payments pursuant to tax receivable agreement
|
—
|
|
|
—
|
|
|
(1,013
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accrued interest receivable
|
5,556
|
|
|
(1,339
|
)
|
|
(1,437
|
)
|
|||
Other assets
|
1,502
|
|
|
3,369
|
|
|
(3,275
|
)
|
|||
Accrued expenses and other liabilities
|
(13,192
|
)
|
|
20,436
|
|
|
(4,576
|
)
|
|||
Net cash provided by (used in) operating activities
|
183,207
|
|
|
200,433
|
|
|
11,985
|
|
|||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Origination of mortgage loan receivables held for investment
|
(1,452,049
|
)
|
|
(1,478,771
|
)
|
|
(1,407,669
|
)
|
|||
Purchases of mortgage loan receivables held for investment
|
—
|
|
|
—
|
|
|
(94,079
|
)
|
|||
Repayment of mortgage loan receivables held for investment
|
1,639,101
|
|
|
1,411,862
|
|
|
404,584
|
|
|||
Purchases of real estate securities
|
(1,645,640
|
)
|
|
(770,039
|
)
|
|
(210,903
|
)
|
|||
Repayment of real estate securities
|
491,880
|
|
|
109,446
|
|
|
138,413
|
|
|||
Basis recovery of Agency interest-only securities
|
12,086
|
|
|
18,349
|
|
|
51,989
|
|
|||
Proceeds from sales of real estate securities
|
855,618
|
|
|
324,798
|
|
|
1,025,710
|
|
|||
Purchases of real estate
|
(20,235
|
)
|
|
(122,707
|
)
|
|
(236,932
|
)
|
|||
Capital improvements of real estate
|
(7,592
|
)
|
|
(7,782
|
)
|
|
(5,640
|
)
|
|||
Proceeds from sale of real estate
|
12,123
|
|
|
157,008
|
|
|
29,519
|
|
|||
Capital contributions and advances to investment in unconsolidated joint ventures
|
(56,337
|
)
|
|
(3,865
|
)
|
|
—
|
|
|||
Capital distribution from investment in unconsolidated joint ventures
|
48,514
|
|
|
—
|
|
|
—
|
|
|||
Capitalization of interest on investment in unconsolidated joint ventures
|
(142
|
)
|
|
(1,507
|
)
|
|
(1,327
|
)
|
|||
Purchase of FHLB stock
|
(3,704
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of FHLB stock
|
—
|
|
|
20,000
|
|
|
—
|
|
|||
Purchase of derivative instruments
|
(310
|
)
|
|
(545
|
)
|
|
(300
|
)
|
|||
Sale of derivative instruments
|
100
|
|
|
888
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(126,587
|
)
|
|
(342,865
|
)
|
|
(306,635
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Deferred financing costs paid
|
(6,910
|
)
|
|
(3,509
|
)
|
|
(26,330
|
)
|
|||
Proceeds from borrowings under debt obligations
|
14,402,852
|
|
|
5,806,914
|
|
|
10,080,341
|
|
|||
Repayment of borrowings under debt obligations
|
(14,022,875
|
)
|
|
(5,681,604
|
)
|
|
(9,510,272
|
)
|
|||
Cash dividends paid to Class A common shareholders
|
(144,530
|
)
|
|
(122,772
|
)
|
|
(100,076
|
)
|
|||
Capital distributed to noncontrolling interests in operating partnership
|
(17,262
|
)
|
|
(20,353
|
)
|
|
(42,218
|
)
|
|||
Capital contributed by noncontrolling interests in consolidated joint ventures
|
498
|
|
|
7,604
|
|
|
7,479
|
|
|||
Capital distributed to noncontrolling interests in consolidated joint ventures
|
(1,213
|
)
|
|
(25,730
|
)
|
|
(306
|
)
|
|||
Payment of liability assumed in exchange for shares for the minimum withholding taxes on vesting restricted stock
|
(9,247
|
)
|
|
(858
|
)
|
|
(18,125
|
)
|
|||
Purchase of treasury stock
|
(637
|
)
|
|
—
|
|
|
(2,588
|
)
|
|||
Issuance of common stock
|
—
|
|
|
99,006
|
|
|
—
|
|
|||
Common stock offering costs
|
—
|
|
|
(499
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
200,676
|
|
|
58,199
|
|
|
387,905
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
257,296
|
|
|
(84,233
|
)
|
|
93,255
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
98,450
|
|
|
182,683
|
|
|
89,428
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
355,746
|
|
|
$
|
98,450
|
|
|
$
|
182,683
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Supplemental information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, net of amounts capitalized
|
$
|
195,061
|
|
|
$
|
183,215
|
|
|
$
|
130,795
|
|
Cash paid (received) for income taxes
|
885
|
|
|
9,839
|
|
|
(214
|
)
|
|||
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|||
Repayment in transit of mortgage loans receivable held for investment (other assets)
|
—
|
|
|
106,205
|
|
|
—
|
|
|||
Settlement of mortgage loan receivable held for investment by real estate, net
|
(44,183
|
)
|
|
—
|
|
|
—
|
|
|||
Transfer from mortgage loans receivable held for sale to mortgage loans receivable held for investment, net, at amortized cost
|
45,832
|
|
|
55,403
|
|
|
153,722
|
|
|||
Proceeds from sale of real estate
|
—
|
|
|
1,421
|
|
|
—
|
|
|||
Real estate acquired in settlement of mortgage loan receivable held for investment, net
|
84,356
|
|
|
—
|
|
|
—
|
|
|||
Net settlement of sale of real estate, subject to debt - real estate
|
(11,943
|
)
|
|
—
|
|
|
—
|
|
|||
Net settlement of sale of real estate, subject to debt - debt obligations
|
11,943
|
|
|
—
|
|
|
—
|
|
|||
Reduction in proceeds from sales of real estate
|
—
|
|
|
62,417
|
|
|
115,359
|
|
|||
Assumption of debt obligations by real estate buyer/defeasance of debt and related costs
|
—
|
|
|
(62,417
|
)
|
|
(115,359
|
)
|
|||
Exchange of noncontrolling interest for common stock
|
16,110
|
|
|
62,433
|
|
|
284,783
|
|
|||
Mortgage loan financing acquired in settlement of mortgage loan receivable held for investment, net
|
(33,904
|
)
|
|
—
|
|
|
—
|
|
|||
Change in deferred tax asset related to exchanges of noncontrolling interest for common stock
|
394
|
|
|
428
|
|
|
2,203
|
|
|||
Increase in amount payable pursuant to tax receivable agreement
|
(11
|
)
|
|
(86
|
)
|
|
149
|
|
|||
Rebalancing of ownership percentage between Company and Operating Partnership
|
803
|
|
|
5,480
|
|
|
3,524
|
|
|||
Dividends declared, not paid
|
38,696
|
|
|
37,316
|
|
|
30,528
|
|
|||
Stock dividends
|
23,823
|
|
|
—
|
|
|
17,319
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
58,171
|
|
|
$
|
67,878
|
|
|
$
|
76,674
|
|
Restricted cash
|
297,575
|
|
|
30,572
|
|
|
106,009
|
|
|||
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows
|
$
|
355,746
|
|
|
$
|
98,450
|
|
|
$
|
182,683
|
|
•
|
valuation of real estate securities;
|
•
|
valuation of mortgage loan receivables held for sale;
|
•
|
valuation of real estate;
|
•
|
allocation of purchase price for acquired real estate;
|
•
|
impairment, and useful lives, of real estate;
|
•
|
useful lives of intangible assets;
|
•
|
valuation of derivative instruments;
|
•
|
valuation of deferred tax asset (liability);
|
•
|
amounts payable pursuant to the Tax Receivable Agreement;
|
•
|
determination of effective yield for recognition of interest income;
|
•
|
adequacy of provision for loan losses including the valuation of underlying collateral for collateral dependent loans;
|
•
|
determination of other than temporary impairment of real estate securities and investments in and advances to unconsolidated joint ventures;
|
•
|
certain estimates and assumptions used in the accrual of incentive compensation and calculation of the fair value of equity compensation issued to employees;
|
•
|
determination of the effective tax rate for income tax provision; and
|
•
|
certain estimates and assumptions used in the allocation of revenue and expenses for our segment reporting.
|
•
|
Quoted prices in active markets for similar instruments,
|
•
|
Quoted prices in less active or inactive markets for identical or similar instruments,
|
•
|
Other observable inputs (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates), and
|
•
|
Market corroborated inputs (derived principally from or corroborated by observable market data).
|
•
|
Valuations based on third-party indications (broker quotes, counterparty quotes or pricing services) which were, in turn, based significantly on unobservable inputs or were otherwise not supportable as Level 2 valuations, and
|
•
|
Valuations based on internal models with significant unobservable inputs.
|
|
Outstanding
Face Amount
|
|
Carrying
Value
|
|
Weighted
Average
Yield (1)
|
|
Remaining
Maturity
(years)
|
|||||
|
|
|
|
|
|
|
|
|||||
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|||||
Mortgage loans held by consolidated subsidiaries:
|
|
|
|
|
|
|
|
|||||
First mortgage loans
|
$
|
3,147,275
|
|
|
$
|
3,127,173
|
|
|
6.77
|
%
|
|
1.35
|
Mezzanine loans
|
130,322
|
|
|
129,863
|
|
|
10.97
|
%
|
|
3.26
|
||
Total mortgage loans held by consolidated subsidiaries
|
3,277,597
|
|
|
3,257,036
|
|
|
6.94
|
%
|
|
1.43
|
||
Allowance for loan losses
|
N/A
|
|
|
(20,500
|
)
|
|
|
|
|
|||
Total mortgage loan receivables held for investment, net, at amortized cost
|
3,277,597
|
|
|
3,236,536
|
|
|
|
|
|
|||
Mortgage loan receivables held for sale:
|
|
|
|
|
|
|
|
|||||
First mortgage loans
|
122,748
|
|
|
122,325
|
|
|
4.20
|
%
|
|
9.99
|
||
Total
|
$
|
3,400,345
|
|
|
$
|
3,358,861
|
|
|
6.88
|
%
|
|
1.75
|
|
(1)
|
December 31, 2019 London Interbank Offered Rate (“LIBOR”) rates are used to calculate weighted average yield for floating rate loans.
|
|
Outstanding
Face Amount
|
|
Carrying
Value
|
|
Weighted
Average
Yield (1)
|
|
Remaining
Maturity
(years)
|
|||||
|
|
|
|
|
|
|
|
|||||
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|||||
Mortgage loans held by consolidated subsidiaries:
|
|
|
|
|
|
|
|
|||||
First mortgage loans(2)
|
$
|
3,192,160
|
|
|
$
|
3,170,788
|
|
|
7.70
|
%
|
|
1.18
|
Mezzanine loans
|
148,221
|
|
|
147,602
|
|
|
10.89
|
%
|
|
4.35
|
||
Total mortgage loans held by consolidated subsidiaries
|
3,340,381
|
|
|
3,318,390
|
|
|
7.84
|
%
|
|
1.32
|
||
Allowance for loan losses
|
N/A
|
|
|
(17,900
|
)
|
|
|
|
|
|||
Total mortgage loan receivables held for investment, net, at amortized cost
|
3,340,381
|
|
|
3,300,490
|
|
|
|
|
|
|||
Mortgage loan receivables held for sale:
|
|
|
|
|
|
|
|
|||||
First mortgage loans
|
181,905
|
|
|
182,439
|
|
|
5.46
|
%
|
|
9.75
|
||
Total
|
$
|
3,522,286
|
|
|
$
|
3,482,929
|
|
|
7.76
|
%
|
|
1.77
|
|
(1)
|
December 31, 2018 LIBOR rates are used to calculate weighted average yield for floating rate loans.
|
(2)
|
Includes amounts relating to consolidated variable interest entities. See Note 10.
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
||||||||||||
|
Mortgage loans held by consolidated subsidiaries
|
|
Mortgage loans transferred but not considered sold
|
|
Provision for loan losses
|
|
Mortgage loan
receivables held
for sale
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2018
|
$
|
3,318,390
|
|
|
$
|
—
|
|
|
$
|
(17,900
|
)
|
|
$
|
182,439
|
|
Origination of mortgage loan receivables
|
1,452,049
|
|
|
—
|
|
|
—
|
|
|
946,178
|
|
||||
Purchases of mortgage loan receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
9,934
|
|
||||
Repayment of mortgage loan receivables
|
(1,531,551
|
)
|
|
—
|
|
|
—
|
|
|
(795
|
)
|
||||
Proceeds from sales of mortgage loan receivables(1)
|
—
|
|
|
(15,504
|
)
|
|
—
|
|
|
(1,008,853
|
)
|
||||
Non-cash disposition of loans via foreclosure(2)
|
(45,529
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sale of loans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
54,758
|
|
||||
Transfer between held for investment and held for sale(1)
|
45,832
|
|
|
15,504
|
|
|
—
|
|
|
(61,336
|
)
|
||||
Accretion/amortization of discount, premium and other fees
|
17,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Provision for loan losses(3)
|
—
|
|
|
—
|
|
|
(2,600
|
)
|
|
—
|
|
||||
Balance, December 31, 2019
|
$
|
3,257,036
|
|
|
$
|
—
|
|
|
$
|
(20,500
|
)
|
|
$
|
122,325
|
|
|
(1)
|
During the three months ended March 31, 2019, the Company reclassified from mortgage loan receivables held for sale to mortgage loan receivables held for investment, net, at amortized cost, one loan with an outstanding face amount of $15.4 million, a book value of $15.5 million (fair value at the date of reclassification) and a remaining maturity of 9.8 years, which was sold to the WFCM 2019-C49 securitization trust. Subsequently, the controlling loan interest was sold to the UBS 2019-C16 securitization trust, and as a result, the loan previously sold during the three months ended March 31, 2019 was accounted for as a sale during the six months ended June 30, 2019.
|
(2)
|
Refer to Note 5 Real Estate and Related Lease Intangibles, Net for further detail on foreclosure of real estate.
|
(3)
|
As further discussed below, during the year ended December 31, 2019, the Company recorded asset-specific provisions on collateral dependent loans of $2.0 million and an additional general reserve of $0.6 million.
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
||||||||
|
Mortgage loans held by consolidated subsidiaries
|
|
Provision for loan losses
|
|
Mortgage loan
receivables held
for sale
|
||||||
|
|
|
|
|
|
||||||
Balance, December 31, 2017
|
$
|
3,282,462
|
|
|
$
|
(4,000
|
)
|
|
$
|
230,180
|
|
Origination of mortgage loan receivables
|
1,478,771
|
|
|
—
|
|
|
1,297,221
|
|
|||
Repayment of mortgage loan receivables
|
(1,518,066
|
)
|
|
—
|
|
|
(14,242
|
)
|
|||
Proceeds from sales of mortgage loan receivables
|
—
|
|
|
—
|
|
|
(1,291,828
|
)
|
|||
Sale of loans, net(1)
|
—
|
|
|
—
|
|
|
16,511
|
|
|||
Transfer between held for investment and held for sale(2)
|
55,403
|
|
|
—
|
|
|
(55,403
|
)
|
|||
Accretion/amortization of discount, premium and other fees
|
19,820
|
|
|
—
|
|
|
—
|
|
|||
Provision for loan losses(3)
|
—
|
|
|
(13,900
|
)
|
|
—
|
|
|||
Balance, December 31, 2018
|
$
|
3,318,390
|
|
|
$
|
(17,900
|
)
|
|
$
|
182,439
|
|
|
(1)
|
Includes $0.5 million of realized losses on loans related to lower of cost or market adjustments for the year ended December 31, 2018.
|
(2)
|
During the year ended December 31, 2018, the Company reclassified from mortgage loan receivables held for sale to mortgage loan receivables held for investment, net, at amortized cost, three loans with a combined outstanding face amount of $57.6 million, a combined book value of $55.4 million (fair value at date of reclassification) and a remaining maturity of 2.5 years. The loans had been recorded at lower of cost or market prior to their reclassification. The discount to fair value is the result of an increase in market interest rates since the loans’ origination and not a deterioration in credit of the borrowers or collateral coverage and the Company expects to collect all amounts due under the loans.
|
(3)
|
As further discussed below, during the year ended December 31, 2018, the Company recorded asset-specific provisions on collateral dependent loans of $12.7 million and an additional general reserve of $1.2 million.
|
|
Year Ended December 31,
|
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
|
|
|
|
|
|
||||||
Allowance for loan losses at beginning of period
|
$
|
17,900
|
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
Provision for loan losses
|
2,600
|
|
|
13,900
|
|
|
—
|
|
|
|||
Allowance for loan losses at end of period
|
$
|
20,500
|
|
|
$
|
17,900
|
|
|
$
|
4,000
|
|
|
|
|
|
|
|
|
|
||||||
Principal balance of loans on non-accrual status
|
$
|
98,725
|
|
(1)
|
$
|
36,850
|
|
(2)
|
$
|
26,850
|
|
(3)
|
|
(1)
|
Represents two of the Company’s loans, which were originated simultaneously as part of a single transaction and had a carrying value of $26.9 million, one loan with a carrying value of $10.4 million and one loan with a carrying value of $61.5 million, as further discussed below.
|
(2)
|
Represents two of the Company’s loans, which were originated simultaneously as part of a single transaction and had a carrying value of $26.9 million and one loan with a carrying value of $10.0 million, as further discussed below.
|
(3)
|
Represents two of the Company’s loans, which were originated simultaneously as part of a single transaction and had a carrying value of $26.9 million, as further discussed below.
|
|
|
|
|
|
|
Gross Unrealized
|
|
|
|
|
|
Weighted Average
|
|||||||||||||||||||||
Asset Type
|
|
Outstanding
Face Amount
|
|
Amortized Cost Basis/Purchase Price
|
|
Gains
|
|
Losses
|
|
Carrying
Value
|
|
# of
Securities
|
|
Rating (1)
|
|
Coupon %
|
|
Yield %
|
|
Remaining
Duration
(years)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
CMBS(2)
|
|
$
|
1,640,597
|
|
|
$
|
1,640,905
|
|
|
$
|
4,337
|
|
|
$
|
(920
|
)
|
|
$
|
1,644,322
|
|
(3)
|
125
|
|
|
AAA
|
|
3.06
|
%
|
|
3.08
|
%
|
|
2.41
|
CMBS interest-only(2)(4)
|
|
1,559,160
|
|
|
28,553
|
|
|
630
|
|
|
(37
|
)
|
|
29,146
|
|
(5)
|
15
|
|
|
AAA
|
|
0.60
|
%
|
|
3.04
|
%
|
|
2.53
|
|||||
GNMA interest-only(4)(6)
|
|
109,783
|
|
|
1,982
|
|
|
123
|
|
|
(254
|
)
|
|
1,851
|
|
|
11
|
|
|
AA+
|
|
0.49
|
%
|
|
4.59
|
%
|
|
2.77
|
|||||
Agency securities(2)
|
|
629
|
|
|
640
|
|
|
1
|
|
|
(4
|
)
|
|
637
|
|
|
2
|
|
|
AA+
|
|
2.65
|
%
|
|
1.73
|
%
|
|
1.83
|
|||||
GNMA permanent securities(2)
|
|
31,461
|
|
|
31,681
|
|
|
688
|
|
|
—
|
|
|
32,369
|
|
|
6
|
|
|
AA+
|
|
3.91
|
%
|
|
3.17
|
%
|
|
1.93
|
|||||
Total debt securities
|
|
$
|
3,341,630
|
|
|
$
|
1,703,761
|
|
|
$
|
5,779
|
|
|
$
|
(1,215
|
)
|
|
$
|
1,708,325
|
|
|
159
|
|
|
|
|
1.84
|
%
|
|
3.06
|
%
|
|
2.39
|
Equity securities(7)
|
|
N/A
|
|
|
12,848
|
|
|
292
|
|
|
(160
|
)
|
|
12,980
|
|
|
2
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|||||
Total real estate securities
|
|
$
|
3,341,630
|
|
|
$
|
1,716,609
|
|
|
$
|
6,071
|
|
|
$
|
(1,375
|
)
|
|
$
|
1,721,305
|
|
|
161
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the highest rating is used. Ratings provided were determined by third-party rating agencies as of a particular date, may not be current and are subject to change (including the assignment of a “negative outlook” or “credit watch”) at any time.
|
(2)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
(3)
|
Includes $11.6 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
|
(4)
|
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.
|
(5)
|
Includes $0.8 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
|
(6)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings. The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded derivatives. As a result, the Company has elected to account for them as hybrid instruments in their entirety at fair value with changes in fair value recognized in unrealized gain (loss) on Agency interest-only securities in the consolidated statements of income in accordance with ASC 815.
|
(7)
|
The Company has elected to account for equity securities at fair value with changes in fair value recorded in current period earnings.
|
|
|
|
|
|
|
Gross Unrealized
|
|
|
|
|
|
Weighted Average
|
|||||||||||||||||||||
Asset Type
|
|
Outstanding
Face Amount
|
|
Amortized
Cost Basis
|
|
Gains
|
|
Losses
|
|
Carrying
Value
|
|
# of
Securities
|
|
Rating (1)
|
|
Coupon %
|
|
Yield %
|
|
Remaining
Duration
(years)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
CMBS(2)
|
|
$
|
1,258,819
|
|
|
$
|
1,257,801
|
|
|
$
|
2,477
|
|
|
$
|
(7,638
|
)
|
|
$
|
1,252,640
|
|
(3)
|
138
|
|
|
AAA
|
|
3.32
|
%
|
|
3.14
|
%
|
|
2.33
|
CMBS interest-only(2)(4)
|
|
2,373,936
|
|
|
55,534
|
|
|
428
|
|
|
(271
|
)
|
|
55,691
|
|
(5)
|
19
|
|
|
AAA
|
|
0.57
|
%
|
|
2.80
|
%
|
|
2.69
|
|||||
GNMA interest-only(4)(6)
|
|
135,932
|
|
|
2,862
|
|
|
93
|
|
|
(307
|
)
|
|
2,648
|
|
|
12
|
|
|
AA+
|
|
0.51
|
%
|
|
6.30
|
%
|
|
4.11
|
|||||
Agency securities(2)
|
|
668
|
|
|
682
|
|
|
—
|
|
|
(20
|
)
|
|
662
|
|
|
2
|
|
|
AA+
|
|
2.73
|
%
|
|
1.83
|
%
|
|
2.36
|
|||||
GNMA permanent securities(2)
|
|
32,633
|
|
|
32,889
|
|
|
420
|
|
|
(245
|
)
|
|
33,064
|
|
|
6
|
|
|
AA+
|
|
3.94
|
%
|
|
3.76
|
%
|
|
5.03
|
|||||
Corporate bonds(2)
|
|
55,305
|
|
|
54,257
|
|
|
—
|
|
|
(386
|
)
|
|
53,871
|
|
|
2
|
|
|
BB
|
|
4.08
|
%
|
|
5.04
|
%
|
|
2.51
|
|||||
Total debt securities
|
|
$
|
3,857,293
|
|
|
$
|
1,404,025
|
|
|
$
|
3,418
|
|
|
$
|
(8,867
|
)
|
|
$
|
1,398,576
|
|
|
179
|
|
|
|
|
1.54
|
%
|
|
3.19
|
%
|
|
2.40
|
Equity securities(7)
|
|
N/A
|
|
|
13,154
|
|
|
—
|
|
|
(1,604
|
)
|
|
11,550
|
|
|
3
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|||||
Total real estate securities
|
|
$
|
3,857,293
|
|
|
$
|
1,417,179
|
|
|
$
|
3,418
|
|
|
$
|
(10,471
|
)
|
|
$
|
1,410,126
|
|
|
182
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the highest rating is used. Ratings provided were determined by third-party rating agencies as of a particular date, may not be current and are subject to change (including the assignment of a “negative outlook” or “credit watch”) at any time.
|
(2)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
(3)
|
Includes $11.3 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
|
(4)
|
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.
|
(5)
|
Includes $0.9 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
|
(6)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings. The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded derivatives. As a result, the Company accounts for them as hybrid instruments in their entirety at fair value with changes in fair value recognized in unrealized gain (loss) on Agency interest-only securities in the consolidated statements of income in accordance with ASC 815.
|
(7)
|
The Company has elected to account for equity securities at fair value with changes in fair value recorded in current period earnings.
|
Asset Type
|
|
Within 1 year
|
|
1-5 years
|
|
5-10 years
|
|
After 10 years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CMBS
|
|
$
|
177,193
|
|
|
$
|
1,389,392
|
|
|
$
|
77,737
|
|
|
$
|
—
|
|
|
$
|
1,644,322
|
|
CMBS interest-only
|
|
1,439
|
|
|
27,707
|
|
|
—
|
|
|
—
|
|
|
29,146
|
|
|||||
GNMA interest-only
|
|
91
|
|
|
1,504
|
|
|
256
|
|
|
—
|
|
|
1,851
|
|
|||||
Agency securities
|
|
—
|
|
|
637
|
|
|
—
|
|
|
—
|
|
|
637
|
|
|||||
GNMA permanent securities
|
|
416
|
|
|
31,953
|
|
|
—
|
|
|
—
|
|
|
32,369
|
|
|||||
Total debt securities
|
|
$
|
179,139
|
|
|
$
|
1,451,193
|
|
|
$
|
77,993
|
|
|
$
|
—
|
|
|
$
|
1,708,325
|
|
Asset Type
|
|
Within 1 year
|
|
1-5 years
|
|
5-10 years
|
|
After 10 years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CMBS
|
|
$
|
342,121
|
|
|
$
|
772,594
|
|
|
$
|
137,925
|
|
|
$
|
—
|
|
|
$
|
1,252,640
|
|
CMBS interest-only
|
|
1,145
|
|
|
54,546
|
|
|
—
|
|
|
—
|
|
|
55,691
|
|
|||||
GNMA interest-only
|
|
17
|
|
|
2,276
|
|
|
353
|
|
|
2
|
|
|
2,648
|
|
|||||
Agency securities
|
|
—
|
|
|
662
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|||||
GNMA permanent securities
|
|
551
|
|
|
1,048
|
|
|
31,465
|
|
|
—
|
|
|
33,064
|
|
|||||
Corporate bonds
|
|
—
|
|
|
53,871
|
|
|
—
|
|
|
—
|
|
|
53,871
|
|
|||||
Total debt securities
|
|
$
|
343,834
|
|
|
$
|
884,997
|
|
|
$
|
169,743
|
|
|
$
|
2
|
|
|
$
|
1,398,576
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Land
|
$
|
209,955
|
|
|
$
|
195,644
|
|
Building
|
883,005
|
|
|
814,314
|
|
||
In-place leases and other intangibles
|
161,203
|
|
|
162,002
|
|
||
Less: Accumulated depreciation and amortization
|
(206,082
|
)
|
|
(173,938
|
)
|
||
Real estate and related lease intangibles, net
|
$
|
1,048,081
|
|
|
$
|
998,022
|
|
|
|
|
|
||||
Below market lease intangibles, net (other liabilities)
|
$
|
(39,067
|
)
|
|
$
|
(40,367
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Depreciation expense(1)
|
$
|
30,421
|
|
|
$
|
31,537
|
|
|
$
|
28,271
|
|
Amortization expense
|
7,991
|
|
|
10,347
|
|
|
11,968
|
|
|||
Total real estate depreciation and amortization expense
|
$
|
38,412
|
|
|
$
|
41,884
|
|
|
$
|
40,239
|
|
|
(1)
|
Depreciation expense on the consolidated statements of income also includes $99 thousand, $75 thousand and $93 thousand of depreciation on corporate fixed assets for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Gross intangible assets(1)
|
$
|
161,203
|
|
|
$
|
162,002
|
|
Accumulated amortization
|
62,773
|
|
|
57,712
|
|
||
Net intangible assets
|
$
|
98,430
|
|
|
$
|
104,290
|
|
|
(1)
|
Includes $4.5 million and $5.5 million of unamortized above market lease intangibles which are included in real estate and related lease intangibles, net on the consolidated balance sheets as of December 31, 2019 and 2018, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Reduction in operating lease income for amortization of above market lease intangibles acquired
|
$
|
(819
|
)
|
|
$
|
(648
|
)
|
|
$
|
(1,094
|
)
|
Increase in operating lease income for amortization of below market lease intangibles acquired
|
2,177
|
|
|
2,387
|
|
|
1,880
|
|
Period Ending December 31,
|
|
Adjustment to Operating Lease Income
|
|
Amortization Expense
|
||||
|
|
|
|
|
||||
2020
|
|
$
|
2,110
|
|
|
$
|
5,904
|
|
2021
|
|
1,904
|
|
|
5,480
|
|
||
2022
|
|
1,904
|
|
|
5,480
|
|
||
2023
|
|
1,904
|
|
|
5,480
|
|
||
2024
|
|
1,904
|
|
|
5,480
|
|
||
Thereafter
|
|
24,806
|
|
|
66,006
|
|
||
Total
|
|
$
|
34,532
|
|
|
$
|
93,830
|
|
Period Ending December 31,
|
|
Amount
|
||
|
|
|
||
2020
|
|
$
|
76,775
|
|
2021
|
|
77,765
|
|
|
2022
|
|
65,902
|
|
|
2023
|
|
64,436
|
|
|
2024
|
|
62,885
|
|
|
Thereafter
|
|
495,128
|
|
|
Total
|
|
$
|
842,891
|
|
Acquisition Date
|
|
Type
|
|
Primary Location(s)
|
|
Purchase Price/Fair Value on the Date of Foreclosure
|
|
Ownership Interest (1)
|
||
|
|
|
|
|
|
|
|
|
||
Aggregate purchases of net lease real estate
|
|
$
|
20,441
|
|
|
100.0%
|
||||
|
|
|
|
|
|
|
|
|
||
Real estate acquired via foreclosure
|
|
|
|
|
||||||
February 2019
|
|
Diversified
|
|
Omaha, NE
|
|
18,200
|
|
|
100.0%
|
|
December 2019
|
|
Diversified
|
|
San Diego, CA
|
|
42,250
|
|
|
100.0%
|
|
December 2019
|
|
Diversified
|
|
Fort Worth and Arlington, TX
|
|
23,700
|
|
|
100.0%
|
|
Total real estate acquired via foreclosure
|
|
84,150
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
||
Total real estate acquisitions
|
|
|
|
$
|
104,591
|
|
|
|
|
(1)
|
Properties were consolidated as of acquisition date.
|
|
|
Purchase Price Allocation
|
||
|
|
|
||
Land
|
|
$
|
17,373
|
|
Building
|
|
84,725
|
|
|
Intangibles
|
|
3,802
|
|
|
Below Market Lease Intangibles
|
|
(1,309
|
)
|
|
Total purchase price
|
|
$
|
104,591
|
|
Acquisition Date
|
|
Type
|
|
Primary Location(s)
|
|
Purchase Price
|
|
Ownership Interest (1)
|
||
|
|
|
|
|
|
|
|
|
||
Aggregate purchases of net lease real estate
|
|
$
|
13,154
|
|
|
100.0%
|
||||
March 2018
|
|
Diversified(2)
|
|
Lithia Springs, GA
|
|
24,466
|
|
|
70.6%
|
|
May 2018
|
|
Diversified(3)
|
|
Isla Vista, CA
|
|
85,087
|
|
|
75.0%
|
|
|
|
|
|
|
|
|
|
|
||
Total real estate acquisitions
|
|
|
|
$
|
122,707
|
|
|
|
|
(1)
|
Properties were consolidated as of acquisition date.
|
(2)
|
Joint venture partner contributed $2.9 million to the partnership.
|
(3)
|
Joint venture partner contributed $4.6 million to the partnership.
|
|
|
Purchase Price Allocation
|
||
|
|
|
||
Land
|
|
$
|
40,960
|
|
Building
|
|
79,398
|
|
|
Intangibles
|
|
3,153
|
|
|
Below Market Lease Intangibles
|
|
(804
|
)
|
|
Total purchase price
|
|
$
|
122,707
|
|
Sales Date
|
|
Type
|
|
Primary Location(s)
|
|
Net Sales Proceeds
|
|
Net Book Value
|
|
Realized Gain/(Loss)
|
|
Properties
|
|
Units Sold
|
|
Units Remaining
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
November 2019
|
|
Condominium
|
|
Las Vegas, NV
|
|
$
|
809
|
|
|
$
|
415
|
|
|
$
|
394
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Various
|
|
Condominium
|
|
Miami, FL
|
|
4,715
|
|
|
4,282
|
|
|
433
|
|
|
—
|
|
|
16
|
|
|
6
|
|
|||
April 2019
|
|
Diversified
|
|
Wayne, NJ
|
|
1,729
|
|
|
4,799
|
|
|
(3,070
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
May 2019
|
|
Diversified
|
|
Grand Rapids, MI
|
|
10,019
|
|
|
8,254
|
|
|
1,765
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
August 2019
|
|
Diversified
|
|
Grand Rapids, MI
|
|
6,970
|
|
|
4,920
|
|
|
2,050
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Totals
|
|
|
|
|
|
$
|
24,242
|
|
|
$
|
22,670
|
|
|
$
|
1,572
|
|
|
|
|
|
|
|
Sales Date
|
|
Type
|
|
Primary Location(s)
|
|
Net Sales Proceeds
|
|
Net Book Value
|
|
Realized Gain/(Loss)
|
|
Realized Gain Allocated to Third Party Investor
|
|
Properties
|
|
Units Sold
|
|
Units Remaining
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Various
|
|
Condominium
|
|
Las Vegas, NV
|
|
$
|
8,763
|
|
|
$
|
4,458
|
|
|
$
|
4,305
|
|
|
$
|
—
|
|
|
—
|
|
|
12
|
|
|
1
|
|
Various
|
|
Condominium
|
|
Miami, FL
|
|
7,851
|
|
|
6,716
|
|
|
1,135
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
22
|
|
||||
March 2018
|
|
Diversified
|
|
El Monte, CA
|
|
71,807
|
|
|
52,610
|
|
|
19,197
|
|
|
6,999
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
March 2018
|
|
Diversified
|
|
Richmond, VA
|
|
20,966
|
|
|
11,370
|
|
|
9,596
|
|
|
389
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
September 2018
|
|
Diversified
|
|
St. Paul, MN
|
|
109,275
|
|
|
47,627
|
|
|
61,648
|
|
|
7,928
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Totals
|
|
|
|
|
|
$
|
218,662
|
|
|
$
|
122,781
|
|
|
$
|
95,881
|
|
|
$
|
15,316
|
|
|
|
|
|
|
|
Sales Date
|
|
Type
|
|
Primary Location(s)
|
|
Net Sales Proceeds(1)(2)
|
|
Net Book Value
|
|
Realized Gain/(Loss)(1)
|
|
Properties
|
|
Units Sold
|
|
Units Remaining
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Various
|
|
Condominium
|
|
Las Vegas, NV
|
|
$
|
20,122
|
|
|
$
|
10,824
|
|
|
$
|
9,298
|
|
|
—
|
|
|
46
|
|
|
13
|
|
Various
|
|
Condominium
|
|
Miami, FL
|
|
10,982
|
|
|
8,693
|
|
|
2,289
|
|
|
—
|
|
|
40
|
|
|
48
|
|
|||
Totals
|
|
|
|
|
|
$
|
31,104
|
|
|
$
|
19,517
|
|
|
$
|
11,587
|
|
|
|
|
|
|
|
|
(1)
|
Realized gain on the sale of real estate, net on the consolidated statements of income also includes $0.2 million of realized loss on the disposal of fixed assets for the year ended December 31, 2017.
|
Entity
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
Grace Lake JV, LLC
|
|
$
|
3,047
|
|
|
$
|
5,316
|
|
24 Second Avenue Holdings LLC
|
|
45,386
|
|
|
35,038
|
|
||
Investment in unconsolidated joint ventures
|
|
$
|
48,433
|
|
|
$
|
40,354
|
|
|
|
Year Ended December 31,
|
||||||||||
Entity
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Grace Lake JV, LLC
|
|
$
|
1,047
|
|
|
$
|
1,658
|
|
|
1,189
|
|
|
24 Second Avenue Holdings LLC
|
|
2,385
|
|
|
(868
|
)
|
|
(1,100
|
)
|
|||
Earnings (loss) from investment in unconsolidated joint ventures
|
|
$
|
3,432
|
|
|
$
|
790
|
|
|
$
|
89
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
Total assets
|
|
$
|
118,727
|
|
|
$
|
167,837
|
|
Total liabilities
|
|
78,762
|
|
|
116,667
|
|
||
Partners’/members’ capital
|
|
$
|
39,965
|
|
|
$
|
51,170
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Total revenues
|
|
$
|
7,630
|
|
|
$
|
19,122
|
|
|
$
|
18,482
|
|
Total expenses
|
|
14,930
|
|
|
13,381
|
|
|
15,291
|
|
|||
Net income (loss)
|
|
$
|
(7,300
|
)
|
|
$
|
5,741
|
|
|
$
|
3,191
|
|
Debt Obligations
|
|
Committed Financing
|
|
Debt Obligations Outstanding
|
|
Committed but Unfunded
|
|
Interest Rate at December 31, 2019(1)
|
|
Current Term Maturity
|
|
Remaining Extension Options
|
|
Eligible Collateral
|
|
Carrying Amount of Collateral
|
|
Fair Value of Collateral
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Committed Loan Repurchase Facility
|
|
$
|
600,000
|
|
|
$
|
183,828
|
|
|
$
|
416,172
|
|
|
3.24% - 3.74%
|
|
12/19/2022
|
|
(2)
|
|
(3)
|
|
$
|
287,974
|
|
|
$
|
288,210
|
|
|
Committed Loan Repurchase Facility
|
|
350,000
|
|
|
70,697
|
|
|
279,303
|
|
|
3.71% - 3.81%
|
|
5/24/2020
|
|
(4)
|
|
(5)
|
|
101,590
|
|
|
103,868
|
|
|
|||||
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
248,182
|
|
|
51,818
|
|
|
3.49% - 3.74%
|
|
12/19/2020
|
|
(6)
|
|
(7)
|
|
382,778
|
|
|
382,778
|
|
|
|||||
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
98,678
|
|
|
201,322
|
|
|
3.50% - 3.75%
|
|
11/6/2022
|
|
(8)
|
|
(3)
|
|
175,000
|
|
|
175,270
|
|
|
|||||
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
9,952
|
|
|
90,048
|
|
|
3.96% - 3.99%
|
|
1/3/2023
|
|
(9)
|
|
(3)
|
|
75,628
|
|
|
75,813
|
|
|
|||||
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
90,927
|
|
|
9,073
|
|
|
3.74% - 3.80%
|
|
12/24/2020
|
|
(10)
|
|
(11)
|
|
126,311
|
|
|
126,311
|
|
|
|||||
Total Committed Loan Repurchase Facilities
|
|
1,750,000
|
|
|
702,264
|
|
|
1,047,736
|
|
|
|
|
|
|
|
|
|
|
1,149,281
|
|
|
1,152,250
|
|
|
|||||
Committed Securities Repurchase Facility
|
|
400,000
|
|
|
42,751
|
|
|
357,249
|
|
|
2.50% - 2.56%
|
|
12/23/2021
|
|
N/A
|
|
(12)
|
|
52,691
|
|
|
52,691
|
|
|
|||||
Uncommitted Securities Repurchase Facility
|
|
N/A (12)
|
|
|
1,070,919
|
|
|
N/A (13)
|
|
|
2.17% - 3.54%
|
|
1/2020 - 3/2020
|
|
N/A
|
|
(12)
|
|
1,188,440
|
|
|
1,188,440
|
|
(14)
|
|||||
Total Repurchase Facilities
|
|
2,150,000
|
|
|
1,815,934
|
|
|
1,404,985
|
|
|
|
|
|
|
|
|
|
|
2,390,412
|
|
|
2,393,381
|
|
|
|||||
Revolving Credit Facility
|
|
266,430
|
|
|
—
|
|
|
266,430
|
|
|
NA
|
|
2/11/2020
|
|
(15)
|
|
N/A (16)
|
|
N/A (16)
|
|
|
N/A (16)
|
|
|
|||||
Mortgage Loan Financing
|
|
812,606
|
|
|
812,606
|
|
|
—
|
|
|
3.75% - 6.75%
|
|
2020 - 2029(17)
|
|
N/A
|
|
(18)
|
|
988,857
|
|
|
1,192,106
|
|
(19)
|
|||||
Borrowings from the FHLB
|
|
1,945,795
|
|
|
1,073,500
|
|
|
872,295
|
|
|
1.47% - 2.95%
|
|
2020 - 2024
|
|
N/A
|
|
(20)
|
|
1,107,188
|
|
|
1,113,811
|
|
(21)
|
|||||
Senior Unsecured Notes
|
|
1,166,201
|
|
|
1,157,833
|
|
(22)
|
—
|
|
|
5.250% - 5.875%
|
|
2021 - 2025
|
|
N/A
|
|
N/A (23)
|
|
N/A (23)
|
|
|
N/A (23)
|
|
|
|||||
Total Debt Obligations, Net
|
|
$
|
6,341,032
|
|
|
$
|
4,859,873
|
|
|
$
|
2,543,710
|
|
|
|
|
|
|
|
|
|
|
$
|
4,486,457
|
|
|
$
|
4,699,298
|
|
|
|
(1)
|
December 2019 LIBOR rates are used to calculate interest rates for floating rate debt.
|
(2)
|
Two additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.
|
(3)
|
First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
(4)
|
One additional 12-month period at Company’s option.
|
(5)
|
First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.
|
(6)
|
Three additional 364-day period.
|
(7)
|
First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
(8)
|
One additional 12-month extension period and two additional 6-month extension periods at Company’s option.
|
(9)
|
Two additional 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.
|
(10)
|
The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.
|
(11)
|
First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.
|
(12)
|
Commercial real estate securities. It does not include the real estate collateralizing such securities.
|
(13)
|
Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.
|
(14)
|
Includes $2.2 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
|
(15)
|
Four additional 12-month periods at Company’s option.
|
(16)
|
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.
|
(17)
|
Anticipated repayment dates.
|
(18)
|
Certain of our real estate investments serve as collateral for our mortgage loan financing.
|
(19)
|
Using undepreciated carrying value of commercial real estate to approximate fair value.
|
(20)
|
First mortgage commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.
|
(21)
|
Includes $9.9 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
|
(22)
|
Presented net of unamortized debt issuance costs of $8.4 million at December 31, 2019.
|
(23)
|
The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.
|
Debt Obligations
|
|
Committed Financing
|
|
Debt Obligations Outstanding
|
|
Committed but Unfunded
|
|
Interest Rate at December 31, 2018(1)
|
|
Current Term Maturity
|
|
Remaining Extension Options
|
|
Eligible Collateral
|
|
Carrying Amount of Collateral
|
|
Fair Value of Collateral
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Committed Loan Repurchase Facility
|
|
$
|
600,000
|
|
|
$
|
180,597
|
|
|
$
|
419,403
|
|
|
4.21% - 4.96%
|
|
10/1/2020
|
|
(2)
|
|
(3)
|
|
$
|
262,642
|
|
|
$
|
261,602
|
|
|
Committed Loan Repurchase Facility
|
|
350,000
|
|
|
63,679
|
|
|
286,321
|
|
|
4.68% - 4.98%
|
|
5/24/2019
|
|
(4)
|
|
(5)
|
|
87,385
|
|
|
88,762
|
|
|
|||||
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
120,631
|
|
|
179,369
|
|
|
4.46% - 4.96%
|
|
4/7/2019
|
|
(6)
|
|
(7)
|
|
204,747
|
|
|
205,219
|
|
|
|||||
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
79,886
|
|
|
220,114
|
|
|
4.44% - 4.94%
|
|
5/6/2021
|
|
(8)
|
|
(3)
|
|
117,382
|
|
|
117,366
|
|
|
|||||
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
52,738
|
|
|
47,262
|
|
|
4.58% - 4.96%
|
|
7/20/2021
|
|
(9)
|
|
(3)
|
|
72,154
|
|
|
72,154
|
|
|
|||||
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
NA
|
|
12/26/2019
|
|
(10)
|
|
(11)
|
|
—
|
|
|
—
|
|
|
|||||
Total Committed Loan Repurchase Facilities
|
|
1,750,000
|
|
|
497,531
|
|
|
1,252,469
|
|
|
|
|
|
|
|
|
|
|
744,310
|
|
|
745,103
|
|
|
|||||
Committed Securities Repurchase Facility
|
|
400,000
|
|
|
—
|
|
|
400,000
|
|
|
NA
|
|
9/30/2019
|
|
N/A
|
|
(12)
|
|
—
|
|
|
—
|
|
|
|||||
Uncommitted Securities Repurchase Facility
|
|
N/A (12)
|
|
|
166,154
|
|
|
N/A (13)
|
|
|
2.99% - 4.55%
|
|
1/2019 - 3/2019
|
|
N/A
|
|
(12)
|
|
187,803
|
|
|
187,803
|
|
(14)(15)
|
|||||
Total Repurchase Facilities
|
|
2,150,000
|
|
|
663,685
|
|
|
1,652,469
|
|
|
|
|
|
|
|
|
|
|
932,113
|
|
|
932,906
|
|
|
|||||
Revolving Credit Facility
|
|
266,430
|
|
|
—
|
|
|
266,430
|
|
|
NA
|
|
2/11/2019
|
|
(16)
|
|
N/A (17)
|
|
N/A (17)
|
|
|
N/A (17)
|
|
|
|||||
Mortgage Loan Financing
|
|
743,902
|
|
|
743,902
|
|
|
—
|
|
|
4.25% - 7.00%
|
|
2020 - 2028(18)
|
|
N/A
|
|
(19)
|
|
939,362
|
|
|
1,108,968
|
|
(20)
|
|||||
CLO Debt
|
|
601,543
|
|
|
601,543
|
|
(21)
|
—
|
|
|
3.34% - 6.06%
|
|
2021-2034
|
|
N/A
|
|
(22)
|
|
710,502
|
|
|
710,737
|
|
|
|||||
Participation Financing - Mortgage Loan Receivable
|
|
2,453
|
|
|
2,453
|
|
|
—
|
|
|
17.00%
|
|
6/6/2019
|
|
N/A
|
|
(3)
|
|
2,453
|
|
|
2,453
|
|
|
|||||
Borrowings from the FHLB
|
|
1,933,522
|
|
|
1,286,000
|
|
|
647,522
|
|
|
1.18% - 3.01%
|
|
2019 - 2024
|
|
N/A
|
|
(23)
|
|
1,652,952
|
|
|
1,655,150
|
|
(24)
|
|||||
Senior Unsecured Notes
|
|
1,166,201
|
|
|
1,154,991
|
|
(25)
|
—
|
|
|
5.250% - 5.875%
|
|
2021 - 2025
|
|
N/A
|
|
N/A (26)
|
|
N/A (26)
|
|
|
N/A (26)
|
|
|
|||||
Total Debt Obligations
|
|
$
|
6,864,051
|
|
|
$
|
4,452,574
|
|
|
$
|
2,566,421
|
|
|
|
|
|
|
|
|
|
|
$
|
4,237,382
|
|
|
$
|
4,410,214
|
|
|
|
(1)
|
December 31, 2018 LIBOR rates are used to calculate interest rates for floating rate debt.
|
(2)
|
Two additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.
|
(3)
|
First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
(4)
|
Two additional 12-month periods at Company’s option.
|
(5)
|
First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.
|
(6)
|
One additional 364-day periods at Company’s option and one additional 364-day period with Bank’s consent.
|
(7)
|
First mortgage and mezzanine commercial real estate loans and senior pari passu interests therein. It does not include the real estate collateralizing such loans.
|
(8)
|
One additional 12-month extension period and two additional 6-month extension periods at Company’s option.
|
(9)
|
One additional 12-month extension period at Company’s option. No new advances are permitted after the initial maturity date.
|
(10)
|
The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.
|
(11)
|
First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.
|
(12)
|
Commercial real estate securities. It does not include the real estate collateralizing such securities.
|
(13)
|
Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.
|
(14)
|
Includes $3.0 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
|
(15)
|
Includes $6.0 million of securities purchased in the secondary market of the Company’s October 2017 CLO issuance. These securities are not included in real estate securities but were rather considered a partial retirement of CLO debt.
|
(16)
|
Four additional 12-month periods at Company’s option.
|
(17)
|
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.
|
(18)
|
Anticipated repayment dates.
|
(19)
|
Certain of our real estate investments serve as collateral for our mortgage loan financing.
|
(20)
|
Using undepreciated carrying value of commercial real estate to approximate fair value.
|
(21)
|
Presented net of unamortized debt issuance costs of $2.6 million at December 31, 2018.
|
(22)
|
First mortgage commercial real estate loans and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
(23)
|
First mortgage commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.
|
(24)
|
Includes $9.7 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
|
(25)
|
Presented net of unamortized debt issuance costs of $11.2 million at December 31, 2018.
|
(26)
|
The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.
|
1.
|
New advances (including any existing advances that are extended during the Transition Period) will have maturity dates on or before February 19, 2021; and
|
2.
|
The FHLB will make new advances to Tuebor subject to a requirement that Tuebor’s total outstanding advances do not exceed 40% of Tuebor’s total assets.
|
Period ending December 31,
|
|
Borrowings by
Maturity(1)
|
||
|
|
|
|
|
2020
|
|
$
|
2,147,688
|
|
2021
|
|
731,012
|
|
|
2022
|
|
656,565
|
|
|
2023
|
|
161,122
|
|
|
2024
|
|
422,484
|
|
|
Thereafter
|
|
744,617
|
|
|
Subtotal
|
|
4,863,488
|
|
|
Debt issuance costs included in senior unsecured notes
|
|
(8,368
|
)
|
|
Debt issuance costs included in mortgage loan financing
|
|
(761
|
)
|
|
Premiums included in mortgage loan financing(2)
|
|
5,514
|
|
|
Total
|
|
$
|
4,859,873
|
|
|
(1)
|
Contractual payments under current maturities, some of which are subject to extensions. The maturities listed above for 2020 relate to debt obligations that are subject to existing Company controlled extension options for one or more additional one year periods or could be refinanced by other existing facilities as of December 31, 2019.
|
(2)
|
Deferred gains on intercompany loans, secured by our own real estate, sold into securitizations. These premiums are amortized as a reduction to interest expense.
|
|
|
|
|
Fair Value
|
|
Remaining
Maturity
(years)
|
||||||||
Contract Type
|
|
Notional
|
|
Asset(1)
|
|
Liability(1)
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||
Caps
|
|
|
|
|
|
|
|
|
|
|
|
|||
1 Month LIBOR
|
|
$
|
69,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0.36
|
Futures
|
|
|
|
|
|
|
|
|
|
|
|
|||
5-year Swap
|
|
46,000
|
|
|
158
|
|
|
—
|
|
|
0.25
|
|||
10-year Swap
|
|
149,800
|
|
|
516
|
|
|
—
|
|
|
0.25
|
|||
5-year U.S. Treasury Note
|
|
1,100
|
|
|
4
|
|
|
—
|
|
|
0.25
|
|||
Total futures
|
|
196,900
|
|
|
678
|
|
|
—
|
|
|
|
|||
Credit derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|||
S&P 500 Put Options
|
|
143,300
|
|
|
15
|
|
|
—
|
|
|
0.05
|
|||
Total credit derivatives
|
|
143,300
|
|
|
15
|
|
|
—
|
|
|
|
|||
Total derivatives
|
|
$
|
409,771
|
|
|
$
|
693
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Remaining
Maturity
(years)
|
||||||||
Contract Type
|
|
Notional
|
|
Asset(1)
|
|
Liability(1)
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||
Caps
|
|
|
|
|
|
|
|
|
|
|
|
|||
1MO LIBOR
|
|
$
|
69,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1.35
|
Futures
|
|
|
|
|
|
|
|
|
|
|
|
|||
5-year Swap
|
|
274,900
|
|
|
—
|
|
|
526
|
|
|
0.25
|
|||
10-year Swap
|
|
227,700
|
|
|
—
|
|
|
436
|
|
|
0.25
|
|||
5-year U.S. Treasury Note
|
|
6,800
|
|
|
—
|
|
|
13
|
|
|
0.25
|
|||
Total futures
|
|
509,400
|
|
|
—
|
|
|
975
|
|
|
|
|||
Total derivatives
|
|
$
|
578,971
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
|
|
|
Year Ended December 31, 2019
|
||||||||||
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
||||||
|
|
|
|
|
|
|
|
|
|||
Contract Type
|
|
|
|
|
|
||||||
Futures
|
$
|
1,653
|
|
|
$
|
(31,469
|
)
|
|
$
|
(29,816
|
)
|
Credit Derivatives
|
(111
|
)
|
|
(84
|
)
|
|
(195
|
)
|
|||
Total
|
$
|
1,542
|
|
|
$
|
(31,553
|
)
|
|
$
|
(30,011
|
)
|
|
Year Ended December 31, 2018
|
||||||||||
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
||||||
|
|
|
|
|
|
|
|
|
|||
Contract Type
|
|
|
|
|
|
||||||
Futures
|
$
|
(747
|
)
|
|
$
|
16,176
|
|
|
$
|
15,429
|
|
Swaps
|
1,403
|
|
|
(848
|
)
|
|
555
|
|
|||
Credit Derivatives
|
49
|
|
|
(107
|
)
|
|
(58
|
)
|
|||
Total
|
$
|
705
|
|
|
$
|
15,221
|
|
|
$
|
15,926
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
||||||
|
|
|
|
|
|
|
|
|
|||
Contract Type
|
|
|
|
|
|
||||||
Futures
|
$
|
(4,975
|
)
|
|
$
|
(7,655
|
)
|
|
$
|
(12,630
|
)
|
Swaps
|
1,126
|
|
|
(1,008
|
)
|
|
118
|
|
|||
Credit Derivatives
|
417
|
|
|
(546
|
)
|
|
(129
|
)
|
|||
Total
|
$
|
(3,432
|
)
|
|
$
|
(9,209
|
)
|
|
$
|
(12,641
|
)
|
Description
|
|
Gross amounts of
recognized assets
|
|
Gross amounts
offset in the
balance sheet
|
|
Net amounts of
assets presented
in the balance
sheet
|
|
Gross amounts not offset in the
balance sheet
|
|
Net amount
|
||||||||||||||
|
|
|
|
Financial
instruments
|
|
Cash collateral
received/(posted)(1)
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
693
|
|
|
$
|
—
|
|
|
$
|
693
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
693
|
|
Total
|
|
$
|
693
|
|
|
$
|
—
|
|
|
$
|
693
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
693
|
|
|
Description
|
|
Gross amounts of
recognized
liabilities
|
|
Gross amounts
offset in the
balance sheet
|
|
Net amounts of
liabilities
presented in the
balance sheet
|
|
Gross amounts not offset in the
balance sheet
|
|
Net amount
|
||||||||||||||
|
|
|
|
Financial
instruments
collateral
|
|
Cash collateral
posted/(received)(1)
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Repurchase agreements
|
|
$
|
1,815,934
|
|
|
$
|
—
|
|
|
$
|
1,815,934
|
|
|
$
|
1,815,934
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
1,815,934
|
|
|
$
|
—
|
|
|
$
|
1,815,934
|
|
|
$
|
1,815,934
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Description
|
|
Gross amounts of
recognized
liabilities
|
|
Gross amounts
offset in the
balance sheet
|
|
Net amounts of
liabilities
presented in the
balance sheet
|
|
Gross amounts not offset in the
balance sheet
|
|
Net amount
|
||||||||||||||
|
|
|
|
Financial
instruments
collateral
|
|
Cash collateral
posted/(received)
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
$
|
—
|
|
Repurchase agreements
|
|
663,685
|
|
|
—
|
|
|
663,685
|
|
|
663,685
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
664,660
|
|
|
$
|
—
|
|
|
$
|
664,660
|
|
|
$
|
663,685
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
|
December 31, 2018
|
||
|
Notes 3 & 7
|
||
|
|
||
Mortgage loan receivables held for investment, net, at amortized cost
|
$
|
710,502
|
|
Accrued interest receivable
|
3,921
|
|
|
Other assets(1)
|
81,390
|
|
|
Total assets
|
$
|
795,813
|
|
|
|
||
Senior and unsecured debt obligations
|
$
|
607,440
|
|
Accrued expenses
|
1,471
|
|
|
Other liabilities
|
2
|
|
|
Total liabilities
|
608,913
|
|
|
|
|
||
Net equity in VIEs (eliminated in consolidation)
|
186,900
|
|
|
Total equity
|
186,900
|
|
|
|
|
||
Total liabilities and equity
|
$
|
795,813
|
|
|
(1)
|
Primarily consists of loan repayments in transit as of December 31, 2018.
|
|
|
Shares
|
|
Amount(1)
|
|||
|
|
|
|
|
|||
Authorizations remaining as of December 31, 2018
|
|
|
|
$
|
41,769
|
|
|
Additional authorizations
|
|
|
|
—
|
|
||
Repurchases paid
|
|
40,065
|
|
|
(637
|
)
|
|
Repurchases unsettled
|
|
|
|
—
|
|
||
Authorizations remaining as of December 31, 2019
|
|
|
|
$
|
41,132
|
|
|
(1)
|
Amount excludes commissions paid associated with share repurchases.
|
|
|
Shares
|
|
Amount(1)
|
|||
|
|
|
|
|
|||
Authorizations remaining as of December 31, 2017
|
|
|
|
$
|
41,769
|
|
|
Additional authorizations
|
|
|
|
—
|
|
||
Repurchases paid
|
|
—
|
|
|
—
|
|
|
Repurchases unsettled
|
|
|
|
—
|
|
||
Authorizations remaining as of December 31, 2018
|
|
|
|
$
|
41,769
|
|
|
(1)
|
Amount excludes commissions paid associated with share repurchases.
|
|
|
Shares
|
|
Amount(1)
|
|||
|
|
|
|
|
|||
Authorizations remaining as of December 31, 2016
|
|
|
|
$
|
44,353
|
|
|
Additional authorizations
|
|
|
|
—
|
|
||
Repurchases paid
|
|
189,897
|
|
|
(2,584
|
)
|
|
Repurchases unsettled
|
|
|
|
—
|
|
||
Authorizations remaining as of December 31, 2017
|
|
|
|
$
|
41,769
|
|
|
(1)
|
Amount excludes commissions paid associated with share repurchases.
|
Declaration Date
|
|
Dividend per Share
|
||
|
|
|
||
February 27, 2019
|
|
$
|
0.340
|
|
May 30, 2019
|
|
0.340
|
|
|
August 22, 2019
|
|
0.340
|
|
|
November 26, 2019
|
|
0.340
|
|
|
Total
|
|
$
|
1.360
|
|
|
|
|
||
February 27, 2018
|
|
$
|
0.315
|
|
May 30, 2018
|
|
0.325
|
|
|
September 5, 2018
|
|
0.325
|
|
|
November 1, 2018(1)
|
|
0.570
|
|
|
Total
|
|
$
|
1.535
|
|
|
|
|
||
March 1, 2017
|
|
$
|
0.300
|
|
June 1, 2017
|
|
0.300
|
|
|
September 1, 2017
|
|
0.300
|
|
|
November 7, 2017
|
|
0.315
|
|
|
Total
|
|
$
|
1.215
|
|
|
(1)
|
On October 30, 2018, the Company’s board of directors approved the fourth quarter 2018 dividend of $0.570 per share of the Company’s Class A common stock in order to meet its annual REIT taxable income distribution requirement. The dividend was paid as a combination of cash and Class A common stock, subject to shareholder elections.
|
Record Date
|
|
Payment Date
|
|
Dividend per Share
|
|
Ordinary Dividends
|
|
Qualified Dividends
|
|
Capital Gain
|
|
Unrecaptured 1250 Gain
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 11, 2019
|
|
April 1, 2019
|
|
$
|
0.340
|
|
|
$
|
0.324
|
|
|
$
|
0.054
|
|
|
$
|
0.016
|
|
|
$
|
0.005
|
|
June 10, 2019
|
|
July 1, 2019
|
|
0.340
|
|
|
0.324
|
|
|
0.054
|
|
|
0.016
|
|
|
0.005
|
|
|||||
September 10, 2019
|
|
October 1, 2019
|
|
0.340
|
|
|
0.324
|
|
|
0.054
|
|
|
0.016
|
|
|
0.005
|
|
|||||
December 10, 2019
|
|
January 3, 2020
|
(1)
|
0.340
|
|
|
0.324
|
|
|
0.054
|
|
|
0.016
|
|
|
0.005
|
|
|||||
Total
|
|
|
|
$
|
1.360
|
|
|
$
|
1.296
|
|
|
$
|
0.216
|
|
|
$
|
0.064
|
|
|
$
|
0.020
|
|
|
(1)
|
The $0.340 fourth quarter dividend paid on January 3, 2020 is considered a 2019 dividend for U.S. federal income tax purposes.
|
Record Date
|
|
Payment Date
|
|
Dividend per Share
|
|
Ordinary Dividends
|
|
Qualified Dividends
|
|
Capital Gain
|
|
Unrecaptured 1250 Gain
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 11, 2017
|
|
January 3, 2018
|
(1)
|
$
|
0.050
|
|
|
$
|
0.038
|
|
|
$
|
—
|
|
|
$
|
0.012
|
|
|
$
|
0.001
|
|
March 12, 2018
|
|
April 2, 2018
|
|
0.315
|
|
|
0.239
|
|
|
—
|
|
|
0.076
|
|
|
0.009
|
|
|||||
June 11, 2018
|
|
July 2, 2018
|
|
0.325
|
|
|
0.246
|
|
|
—
|
|
|
0.079
|
|
|
0.009
|
|
|||||
September 17, 2018
|
|
October 1, 2018
|
|
0.325
|
|
|
0.246
|
|
|
—
|
|
|
0.079
|
|
|
0.009
|
|
|||||
December 10, 2018
|
|
January 24, 2019
|
(2)
|
0.570
|
|
|
0.432
|
|
|
—
|
|
|
0.138
|
|
|
0.015
|
|
|||||
Total
|
|
|
|
$
|
1.585
|
|
|
$
|
1.201
|
|
|
$
|
—
|
|
|
$
|
0.384
|
|
|
$
|
0.043
|
|
|
(1)
|
$0.265 of the $0.315 fourth quarter dividend paid on January 3, 2018 is considered a 2017 dividend for U.S. federal income tax purposes. $0.050 is considered a 2018 dividend for U.S. federal income tax purposes and was reflected in 2018 tax reporting.
|
(2)
|
The $0.570 fourth quarter dividend paid on January 24, 2019 is considered a 2018 dividend for U.S. federal income tax purposes.
|
Record Date
|
|
Payment Date
|
|
Dividend per Share
|
|
Ordinary Dividends
|
|
Qualified Dividends
|
|
Capital Gain
|
|
Unrecaptured 1250 Gain
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 27, 2016
|
|
January 24, 2017
|
(1)
|
$
|
0.059
|
|
|
$
|
0.054
|
|
|
$
|
—
|
|
|
$
|
0.005
|
|
|
$
|
—
|
|
March 13, 2017
|
|
April 3, 2017
|
|
0.300
|
|
|
0.276
|
|
|
—
|
|
|
0.024
|
|
|
—
|
|
|||||
June 12, 2017
|
|
July 3, 2017
|
|
0.300
|
|
|
0.276
|
|
|
—
|
|
|
0.024
|
|
|
—
|
|
|||||
September 11, 2017
|
|
October 2, 2017
|
|
0.300
|
|
|
0.276
|
|
|
—
|
|
|
0.024
|
|
|
—
|
|
|||||
December 11, 2017
|
|
January 3, 2018
|
(2)
|
0.265
|
|
|
0.244
|
|
|
—
|
|
|
0.021
|
|
|
—
|
|
|||||
Total
|
|
|
|
$
|
1.224
|
|
|
$
|
1.126
|
|
|
$
|
—
|
|
|
$
|
0.098
|
|
|
$
|
—
|
|
|
(1)
|
$0.401 of the $0.460 fourth quarter dividend paid on January 24, 2017 is considered a 2016 dividend for U.S. federal income tax purposes. $0.059 is considered a 2017 dividend for U.S. federal income tax purposes and was reflected in 2017 tax reporting.
|
(2)
|
$0.265 of the $0.315 fourth quarter dividend paid on January 3, 2018 is considered a 2017 dividend for U.S. federal income tax purposes. $0.050 is considered a 2018 dividend for U.S. federal income tax purposes and was reflected in 2018 tax reporting.
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
$
|
(4,649
|
)
|
|
$
|
(588
|
)
|
|
$
|
(5,237
|
)
|
Other comprehensive income (loss)
|
|
8,785
|
|
|
1,145
|
|
|
9,930
|
|
|||
Exchange of noncontrolling interest for common stock
|
|
65
|
|
|
(65
|
)
|
|
—
|
|
|||
Rebalancing of ownership percentage between Company and Operating Partnership
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
|||
December 31, 2019
|
|
$
|
4,218
|
|
|
$
|
475
|
|
|
$
|
4,693
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
|
|
|
|
|
|
|
||||||
December 31, 2017
|
|
$
|
(212
|
)
|
|
$
|
116
|
|
|
$
|
(96
|
)
|
Other comprehensive income (loss)
|
|
(4,211
|
)
|
|
(930
|
)
|
|
(5,141
|
)
|
|||
Exchange of noncontrolling interest for common stock
|
|
(167
|
)
|
|
167
|
|
|
—
|
|
|||
Rebalancing of ownership percentage between Company and Operating Partnership
|
|
(59
|
)
|
|
59
|
|
|
—
|
|
|||
December 31, 2018
|
|
$
|
(4,649
|
)
|
|
$
|
(588
|
)
|
|
$
|
(5,237
|
)
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
|
|
|
|
|
|
|
||||||
December 31. 2016
|
|
$
|
1,365
|
|
|
$
|
759
|
|
|
$
|
2,124
|
|
Other comprehensive income (loss)
|
|
(2,915
|
)
|
|
695
|
|
|
(2,220
|
)
|
|||
Exchange of noncontrolling interest for common stock
|
|
1,696
|
|
|
(1,696
|
)
|
|
—
|
|
|||
Rebalancing of ownership percentage between Company and Operating Partnership
|
|
(358
|
)
|
|
358
|
|
|
—
|
|
|||
December 31, 2017
|
|
$
|
(212
|
)
|
|
$
|
116
|
|
|
$
|
(96
|
)
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands except share amounts)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Basic Net income (loss) available for Class A common shareholders
|
|
$
|
122,645
|
|
|
$
|
180,015
|
|
|
$
|
95,276
|
|
Diluted Net income (loss) available for Class A common shareholders
|
|
$
|
122,645
|
|
|
$
|
180,015
|
|
|
$
|
124,046
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
105,455,849
|
|
|
97,226,027
|
|
|
81,902,524
|
|
|||
Diluted
|
|
106,399,783
|
|
|
97,652,065
|
|
|
109,704,880
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands except share amounts)
|
|
2019(1)
|
|
2018(1)
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Basic Net Income (Loss) Per Share of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|||
Numerator:
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) attributable to Class A common shareholders
|
|
$
|
122,645
|
|
|
$
|
180,015
|
|
|
$
|
95,276
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted average number of shares of Class A common stock outstanding
|
|
105,455,849
|
|
|
97,226,027
|
|
|
81,902,524
|
|
|||
Basic net income (loss) per share of Class A common stock
|
|
$
|
1.16
|
|
|
$
|
1.85
|
|
|
$
|
1.16
|
|
|
|
|
|
|
|
|
||||||
Diluted Net Income (Loss) Per Share of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|||
Numerator:
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) attributable to Class A common shareholders
|
|
$
|
122,645
|
|
|
$
|
180,015
|
|
|
$
|
95,276
|
|
Add (deduct) - dilutive effect of:
|
|
|
|
|
|
|
|
|
|
|||
Amounts attributable to operating partnership’s share of Ladder Capital Corp net income (loss)(2)
|
|
—
|
|
|
—
|
|
|
30,378
|
|
|||
Additional corporate tax (expense) benefit(2)
|
|
—
|
|
|
—
|
|
|
(1,608
|
)
|
|||
Diluted net income (loss) attributable to Class A common shareholders
|
|
122,645
|
|
|
180,015
|
|
|
$
|
124,046
|
|
||
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Basic weighted average number of shares of Class A common stock outstanding
|
|
105,455,849
|
|
|
97,226,027
|
|
|
81,902,524
|
|
|||
Add - dilutive effect of:
|
|
|
|
|
|
|
|
|
|
|||
Shares issuable relating to converted Class B common shareholders(3)
|
|
—
|
|
|
—
|
|
|
27,773,765
|
|
|||
Incremental shares of unvested Class A restricted stock(3)
|
|
943,934
|
|
|
426,038
|
|
|
28,591
|
|
|||
Incremental shares of unvested stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average number of shares of Class A common stock outstanding
|
|
106,399,783
|
|
|
97,652,065
|
|
|
109,704,880
|
|
|||
Diluted net income (loss) per share of Class A common stock
|
|
$
|
1.15
|
|
|
$
|
1.84
|
|
|
$
|
1.13
|
|
|
(1)
|
For years ended December 31, 2019 and 2018, shares issuable relating to converted Class B common shareholders are excluded from the calculation of diluted EPS as the inclusion of such potential common shares in the calculation would be anti-dilutive.
|
(2)
|
The Company is using the as-if converted method for the Class B common shareholders while adjusting for additional corporate income tax expense (benefit) for the described net income (loss) add-back.
|
(3)
|
The Company is using the treasury stock method.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Stock Based Compensation Expense:
|
|
|
|
|
|
||||||
Annual Incentive Awards Granted in 2015 with Respect to 2014 Performance
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
1,876
|
|
Annual Incentive Awards Granted in 2016 with Respect to 2015 Performance
|
131
|
|
|
1,294
|
|
|
2,094
|
|
|||
Annual Incentive Awards Granted in 2017 with Respect to 2016 Performance(1)
|
1,214
|
|
|
2,178
|
|
|
7,289
|
|
|||
Other 2017 Restricted Stock Awards(1)
|
127
|
|
|
334
|
|
|
302
|
|
|||
Annual Incentive Awards Granted in 2017 with Respect to 2017 Performance(1)
|
2,524
|
|
|
4,448
|
|
|
6,768
|
|
|||
2018 Restricted Stock Awards
|
50
|
|
|
324
|
|
|
—
|
|
|||
Other 2018 Restricted Stock Awards(1)
|
42
|
|
|
23
|
|
|
—
|
|
|||
Annual Incentive Awards Granted in 2019 with Respect to 2018 Performance(1)
|
17,215
|
|
|
—
|
|
|
—
|
|
|||
2019 Restricted Stock Awards
|
445
|
|
|
—
|
|
|
—
|
|
|||
Other Employee/Director Awards
|
29
|
|
|
58
|
|
|
636
|
|
|||
Total Stock Based Compensation Expense
|
$
|
21,777
|
|
|
$
|
8,831
|
|
|
$
|
18,965
|
|
|
|
|
|
|
|
||||||
Phantom Equity Investment Plan
|
$
|
1,341
|
|
|
$
|
—
|
|
|
$
|
510
|
|
Ladder Capital Corp Deferred Compensation Plan
|
$
|
—
|
|
|
$
|
1,163
|
|
|
$
|
568
|
|
Bonus Expense
|
$
|
28,235
|
|
|
$
|
34,465
|
|
|
$
|
33,747
|
|
|
(1)
|
Includes immediate vesting of retirement eligible employees, including Brian Harris, our Chief Executive Officer.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Number
of Shares/Options |
|
Weighted
Average Fair Value Per Share |
|
Number
of Shares/Options |
|
Weighted
Average Fair Value Per Share |
|
Number
of Shares/Options |
|
Weighted
Average Fair Value Per Share |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Grants - Class A Common Stock (restricted)
|
1,569,694
|
|
|
$
|
17.54
|
|
|
33,656
|
|
|
$
|
14.86
|
|
|
1,996,594
|
|
|
$
|
13.77
|
|
Grants - Class A Common Stock (restricted) dividends
|
11,113
|
|
|
16.61
|
|
|
—
|
|
|
—
|
|
|
15,560
|
|
|
13.90
|
|
|||
Stock Options
|
12,073
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Restricted Stock
|
|
Stock Options
|
||
|
|
|
|
||
Nonvested/Outstanding at December 31, 2018
|
1,118,194
|
|
|
982,135
|
|
Granted
|
1,580,807
|
|
|
12,073
|
|
Exercised
|
|
|
—
|
|
|
Vested
|
(1,253,616
|
)
|
|
|
|
Forfeited
|
(8,702
|
)
|
|
—
|
|
Expired
|
|
|
—
|
|
|
Nonvested/Outstanding at December 31, 2019
|
1,436,683
|
|
|
994,208
|
|
|
|
|
|
||
Exercisable at December 31, 2019
|
|
|
994,208
|
|
|
Restricted Stock
|
|
Stock Options
|
||
|
|
|
|
||
Nonvested/Outstanding at December 31, 2017
|
1,252,365
|
|
|
982,135
|
|
Granted
|
33,656
|
|
|
—
|
|
Exercised
|
|
|
—
|
|
|
Vested
|
(141,766
|
)
|
|
|
|
Forfeited
|
(26,061
|
)
|
|
—
|
|
Expired
|
|
|
—
|
|
|
Nonvested/Outstanding at December 31, 2018
|
1,118,194
|
|
|
982,135
|
|
|
|
|
|
||
Exercisable at December 31, 2018
|
|
|
929,701
|
|
1.
|
Compensation expense for stock granted to Brian Harris will be expensed immediately in accordance with the Harris Retirement Eligibility Date.
|
2.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to Pamela McCormack will be expensed 1/3 each year, for three years, on an annual basis in advance of the McCormack Retirement Eligibility Date.
|
3.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to Michael Mazzei will be expensed 1/3 each year, for three years, on an annual basis.
|
4.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to the Management Grantees other than Mr. Harris, Ms. McCormack and Mr. Mazzei will be expensed 1/3 each year, for three years, on an annual basis in advance of the Executive Retirement Eligibility Date.
|
1.
|
Compensation expense for stock granted to Brian Harris will be expensed immediately in accordance with the Harris Retirement Eligibility Date.
|
2.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to Pamela McCormack will be expensed 1/3 each year, for three years, on an annual basis in advance of the McCormack Retirement Eligibility Date.
|
3.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to the Management Grantees other than Mr. Harris and Ms. McCormack will be expensed 1/3 each year, for three years, on an annual basis in advance of the Executive Retirement Eligibility Date.
|
1.
|
Compensation expense for stock granted to Brian Harris will be expensed immediately in accordance with the Harris Retirement Eligibility Date.
|
2.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to Pamela McCormack will be expensed 1/3 each year, for three years, on an annual basis in advance of the McCormack Retirement Eligibility Date.
|
3.
|
Having attained their Executive Retirement Eligibility Date, compensation expense for restricted stock subject to time-based vesting criteria granted to Messrs. Fox, Harney, and Perelman will be expensed immediately as the restricted stock fully vested at grant date.
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|||||||||
|
Outstanding
Face Amount
|
|
Amortized Cost Basis/Purchase Price
|
|
Fair Value
|
|
Fair Value Method
|
|
Yield
%
|
|
Remaining
Maturity/Duration (years)
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
CMBS(1)
|
$
|
1,640,597
|
|
|
$
|
1,640,905
|
|
|
$
|
1,644,322
|
|
|
Internal model, third-party inputs
|
|
3.08
|
%
|
|
2.41
|
CMBS interest-only(1)
|
1,559,160
|
|
(2)
|
28,553
|
|
|
29,146
|
|
|
Internal model, third-party inputs
|
|
3.04
|
%
|
|
2.53
|
|||
GNMA interest-only(3)
|
109,783
|
|
(2)
|
1,982
|
|
|
1,851
|
|
|
Internal model, third-party inputs
|
|
4.59
|
%
|
|
2.77
|
|||
Agency securities(1)
|
629
|
|
|
640
|
|
|
637
|
|
|
Internal model, third-party inputs
|
|
1.73
|
%
|
|
1.83
|
|||
GNMA permanent securities(1)
|
31,461
|
|
|
31,681
|
|
|
32,369
|
|
|
Internal model, third-party inputs
|
|
3.17
|
%
|
|
1.93
|
|||
Equity securities(3)
|
N/A
|
|
|
12,848
|
|
|
12,980
|
|
|
Observable market prices
|
|
N/A
|
|
|
N/A
|
|||
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mortgage loan receivables held for investment, net, at amortized cost
|
3,277,596
|
|
|
3,257,036
|
|
|
3,273,219
|
|
|
Discounted Cash Flow(4)
|
|
6.94
|
%
|
|
1.43
|
|||
Provision for loan losses
|
N/A
|
|
|
(20,500
|
)
|
|
(20,500
|
)
|
|
(5)
|
|
N/A
|
|
|
N/A
|
|||
Mortgage loan receivables held for sale
|
122,748
|
|
|
122,325
|
|
|
124,989
|
|
|
Internal model, third-party inputs(6)
|
|
4.20
|
%
|
|
9.99
|
|||
FHLB stock(7)
|
61,619
|
|
|
61,619
|
|
|
61,619
|
|
|
(7)
|
|
4.75
|
%
|
|
N/A
|
|||
Nonhedge derivatives(1)(8)
|
340,200
|
|
|
N/A
|
|
|
693
|
|
|
Counterparty quotations
|
|
N/A
|
|
|
0.25
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Repurchase agreements - short-term
|
1,781,253
|
|
|
1,781,253
|
|
|
1,781,253
|
|
|
Discounted Cash Flow(9)
|
|
2.50
|
%
|
|
0.19
|
|||
Repurchase agreements - long-term
|
34,681
|
|
|
34,681
|
|
|
34,681
|
|
|
Discounted Cash Flow(10)
|
|
2.81
|
%
|
|
1.41
|
|||
Mortgage loan financing
|
807,854
|
|
|
812,606
|
|
|
838,766
|
|
|
Discounted Cash Flow(10)
|
|
4.91
|
%
|
|
1.51
|
|||
Borrowings from the FHLB
|
1,073,500
|
|
|
1,073,500
|
|
|
1,080,354
|
|
|
Discounted Cash Flow
|
|
2.33
|
%
|
|
2.08
|
|||
Senior unsecured notes
|
1,166,201
|
|
|
1,157,833
|
|
|
1,208,860
|
|
|
Broker quotations, pricing services
|
|
5.39
|
%
|
|
3.28
|
|||
Nonhedge derivatives(1)(8)
|
69,571
|
|
|
N/A
|
|
|
—
|
|
|
Counterparty quotations
|
|
N/A
|
|
|
0.36
|
|
(1)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.
|
(2)
|
Represents notional outstanding balance of underlying collateral.
|
(3)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
|
(4)
|
Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short interest rate reset risk (30 days) and no significant change in credit risk. Fair value for fixed rate mortgage loan receivables, held for investment is measured using a discounted cash flow model.
|
(5)
|
Fair value is estimated to equal par value.
|
(6)
|
Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.
|
(7)
|
Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.
|
(8)
|
The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
|
(9)
|
Fair value for repurchase agreement liabilities and CLO debt is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.
|
(10)
|
For repurchase agreements - long term and mortgage loan financing, the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|||||||||
|
Outstanding
Face Amount
|
|
Amortized
Cost Basis
|
|
Fair Value
|
|
Fair Value Method
|
|
Yield
%
|
|
Remaining
Maturity/Duration (years)
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
CMBS(1)
|
$
|
1,258,819
|
|
|
$
|
1,257,801
|
|
|
$
|
1,252,640
|
|
|
Internal model, third-party inputs
|
|
3.14
|
%
|
|
2.33
|
CMBS interest-only(1)
|
2,373,936
|
|
(2)
|
55,534
|
|
|
55,691
|
|
|
Internal model, third-party inputs
|
|
2.80
|
%
|
|
2.69
|
|||
GNMA interest-only(3)
|
135,932
|
|
(2)
|
2,862
|
|
|
2,648
|
|
|
Internal model, third-party inputs
|
|
6.30
|
%
|
|
4.11
|
|||
Agency securities(1)
|
668
|
|
|
682
|
|
|
662
|
|
|
Internal model, third-party inputs
|
|
1.83
|
%
|
|
2.36
|
|||
GNMA permanent securities(1)
|
32,633
|
|
|
32,889
|
|
|
33,064
|
|
|
Internal model, third-party inputs
|
|
3.76
|
%
|
|
5.03
|
|||
Corporate bonds(1)
|
55,305
|
|
|
54,257
|
|
|
53,871
|
|
|
Internal model, third-party inputs
|
|
5.04
|
%
|
|
2.51
|
|||
Equity securities(3)
|
N/A
|
|
|
13,154
|
|
|
11,550
|
|
|
Observable market prices
|
|
N/A
|
|
|
N/A
|
|||
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mortgage loan receivables held for investment, net, at amortized cost
|
3,340,381
|
|
|
3,318,390
|
|
|
3,324,588
|
|
|
Discounted Cash Flow(4)
|
|
7.84
|
%
|
|
1.32
|
|||
Provision for loan losses
|
N/A
|
|
|
(17,900
|
)
|
|
(17,900
|
)
|
|
(5)
|
|
N/A
|
|
|
N/A
|
|||
Mortgage loan receivables held for sale
|
181,905
|
|
|
182,439
|
|
|
187,870
|
|
|
Internal model, third-party inputs(6)
|
|
5.46
|
%
|
|
9.75
|
|||
FHLB stock(7)
|
57,915
|
|
|
57,915
|
|
|
57,915
|
|
|
(7)
|
|
4.50
|
%
|
|
N/A
|
|||
Nonhedge derivatives(1)(8)
|
—
|
|
|
N/A
|
|
|
—
|
|
|
Counterparty quotations
|
|
N/A
|
|
|
0.00
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Repurchase agreements - short-term
|
436,957
|
|
|
436,957
|
|
|
436,957
|
|
|
Discounted Cash Flow(9)
|
|
3.42
|
%
|
|
0.23
|
|||
Repurchase agreements - long-term
|
226,728
|
|
|
226,728
|
|
|
226,728
|
|
|
Discounted Cash Flow(10)
|
|
3.47
|
%
|
|
1.73
|
|||
Mortgage loan financing
|
738,825
|
|
|
743,902
|
|
|
735,662
|
|
|
Discounted Cash Flow(10)
|
|
5.09
|
%
|
|
2.61
|
|||
CLO debt
|
601,543
|
|
|
601,543
|
|
|
601,543
|
|
|
Discounted Cash Flow(9)
|
|
4.41
|
%
|
|
9.40
|
|||
Participation Financing - Mortgage Loan Receivable
|
2,453
|
|
|
2,453
|
|
|
2,453
|
|
|
Discounted Cash Flow(11)
|
|
17.00
|
%
|
|
0.43
|
|||
Borrowings from the FHLB
|
1,286,000
|
|
|
1,286,000
|
|
|
1,286,664
|
|
|
Discounted Cash Flow
|
|
2.55
|
%
|
|
2.46
|
|||
Senior unsecured notes
|
1,166,201
|
|
|
1,154,991
|
|
|
1,111,288
|
|
|
Broker quotations, pricing services
|
|
5.39
|
%
|
|
4.28
|
|||
Nonhedge derivatives(1)(8)
|
578,971
|
|
|
N/A
|
|
|
975
|
|
|
Counterparty quotations
|
|
N/A
|
|
|
0.25
|
|
(1)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.
|
(2)
|
Represents notional outstanding balance of underlying collateral.
|
(3)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
|
(4)
|
Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short interest rate reset risk (30 days) and no significant change in credit risk. Fair value for fixed rate mortgage loan receivables, held for investment is measured using a discounted cash flow.
|
(5)
|
Fair value is estimated to equal par value.
|
(6)
|
Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.
|
(7)
|
Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.
|
(8)
|
The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
|
(9)
|
Fair value for repurchase agreement liabilities and CLO debt is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.
|
(10)
|
For repurchase agreements - long term and mortgage loan financing, the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.
|
(11)
|
Fair value for Participation Financing - Mortgage Loan Receivable approximates amortized cost as this is a loan participation to a third party.
|
Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition
|
|
Outstanding Face
Amount
|
|
Fair Value
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CMBS(1)
|
|
$
|
1,628,476
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,632,714
|
|
|
$
|
1,632,714
|
|
CMBS interest-only(1)
|
|
1,548,061
|
|
(2)
|
—
|
|
|
—
|
|
|
28,342
|
|
|
28,342
|
|
|||||
GNMA interest-only(3)
|
|
109,783
|
|
(2)
|
—
|
|
|
—
|
|
|
1,851
|
|
|
1,851
|
|
|||||
Agency securities(1)
|
|
629
|
|
|
—
|
|
|
—
|
|
|
637
|
|
|
637
|
|
|||||
GNMA permanent securities(1)
|
|
31,461
|
|
|
—
|
|
|
—
|
|
|
32,369
|
|
|
32,369
|
|
|||||
Equity securities
|
|
N/A
|
|
|
12,980
|
|
|
—
|
|
|
—
|
|
|
12,980
|
|
|||||
Nonhedge derivatives(4)
|
|
340,200
|
|
|
—
|
|
|
693
|
|
|
—
|
|
|
693
|
|
|||||
|
|
|
|
$
|
12,980
|
|
|
$
|
693
|
|
|
$
|
1,695,913
|
|
|
$
|
1,709,586
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonhedge derivatives(4)
|
|
69,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition
|
|
Outstanding Face
Amount
|
|
Fair Value
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage loan receivable held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage loans held by consolidated subsidiaries
|
|
$
|
3,277,597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,273,219
|
|
|
$
|
3,273,219
|
|
Provision for loan losses
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
(20,500
|
)
|
|
(20,500
|
)
|
|||||
Mortgage loan receivable held for sale
|
|
122,748
|
|
|
—
|
|
|
—
|
|
|
124,989
|
|
|
124,989
|
|
|||||
CMBS(5)
|
|
12,121
|
|
|
—
|
|
|
—
|
|
|
11,608
|
|
|
11,608
|
|
|||||
CMBS interest-only(5)
|
|
11,099
|
|
(2)
|
—
|
|
|
—
|
|
|
804
|
|
|
804
|
|
|||||
FHLB stock
|
|
61,619
|
|
|
—
|
|
|
—
|
|
|
61,619
|
|
|
61,619
|
|
|||||
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,451,739
|
|
|
$
|
3,451,739
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase agreements - short-term
|
|
1,781,253
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,781,253
|
|
|
$
|
1,781,253
|
|
|
Repurchase agreements - long-term
|
|
34,681
|
|
|
—
|
|
|
—
|
|
|
34,681
|
|
|
34,681
|
|
|||||
Mortgage loan financing
|
|
807,854
|
|
|
—
|
|
|
—
|
|
|
838,766
|
|
|
838,766
|
|
|||||
Borrowings from the FHLB
|
|
1,073,500
|
|
|
—
|
|
|
—
|
|
|
1,080,354
|
|
|
1,080,354
|
|
|||||
Senior unsecured notes
|
|
1,166,201
|
|
|
—
|
|
|
—
|
|
|
1,208,860
|
|
|
1,208,860
|
|
|||||
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,943,914
|
|
|
$
|
4,943,914
|
|
|
(1)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.
|
(2)
|
Represents notional outstanding balance of underlying collateral.
|
(3)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
|
(4)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
|
(5)
|
Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust, which are classified as held-to-maturity and reported at amortized cost.
|
Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition
|
|
Outstanding Face
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CMBS(1)
|
|
$
|
1,246,609
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,241,334
|
|
|
$
|
1,241,334
|
|
CMBS interest-only(1)
|
|
2,362,747
|
|
(2)
|
—
|
|
|
—
|
|
|
54,789
|
|
|
54,789
|
|
|||||
GNMA interest-only(3)
|
|
135,932
|
|
(2)
|
—
|
|
|
—
|
|
|
2,648
|
|
|
2,648
|
|
|||||
Agency securities(1)
|
|
668
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|
662
|
|
|||||
GNMA permanent securities(1)
|
|
32,633
|
|
|
—
|
|
|
—
|
|
|
33,064
|
|
|
33,064
|
|
|||||
Corporate bonds(1)
|
|
55,305
|
|
|
—
|
|
|
—
|
|
|
53,871
|
|
|
53,871
|
|
|||||
Equity securities
|
|
N/A
|
|
|
11,550
|
|
|
—
|
|
|
—
|
|
|
11,550
|
|
|||||
|
|
|
|
$
|
11,550
|
|
|
$
|
—
|
|
|
$
|
1,386,368
|
|
|
$
|
1,397,918
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonhedge derivatives(4)
|
|
$
|
605,871
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition
|
|
Outstanding Face
Amount
|
|
Fair Value
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage loan receivable held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage loans held by consolidated subsidiaries
|
|
$
|
3,340,381
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,324,588
|
|
|
$
|
3,324,588
|
|
Provision for loan losses
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
(17,900
|
)
|
|
(17,900
|
)
|
|||||
Mortgage loan receivables held for sale
|
|
181,905
|
|
|
—
|
|
|
—
|
|
|
187,870
|
|
|
187,870
|
|
|||||
CMBS(5)
|
|
12,210
|
|
|
—
|
|
|
—
|
|
|
11,306
|
|
|
11,306
|
|
|||||
CMBS interest-only(5)
|
|
11,189
|
|
(2)
|
—
|
|
|
—
|
|
|
902
|
|
|
902
|
|
|||||
FHLB stock
|
|
57,915
|
|
|
—
|
|
|
—
|
|
|
57,915
|
|
|
57,915
|
|
|||||
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,564,681
|
|
|
$
|
3,564,681
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase agreements - short-term
|
|
436,957
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
436,957
|
|
|
$
|
436,957
|
|
|
Repurchase agreements - long-term
|
|
226,728
|
|
|
—
|
|
|
—
|
|
|
226,728
|
|
|
226,728
|
|
|||||
Mortgage loan financing
|
|
738,825
|
|
|
—
|
|
|
—
|
|
|
735,662
|
|
|
735,662
|
|
|||||
CLO debt
|
|
601,543
|
|
|
—
|
|
|
—
|
|
|
601,543
|
|
|
601,543
|
|
|||||
Participation Financing - Mortgage Loan Receivable
|
|
2,453
|
|
|
—
|
|
|
—
|
|
|
2,453
|
|
|
2,453
|
|
|||||
Borrowings from the FHLB
|
|
1,286,000
|
|
|
—
|
|
|
—
|
|
|
1,286,664
|
|
|
1,286,664
|
|
|||||
Senior unsecured notes
|
|
1,166,201
|
|
|
—
|
|
|
—
|
|
|
1,111,288
|
|
|
1,111,288
|
|
|||||
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,401,295
|
|
|
$
|
4,401,295
|
|
|
(1)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.
|
(2)
|
Represents notional outstanding balance of underlying collateral.
|
(3)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
|
(4)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
|
(5)
|
Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust, which are classified as held-to-maturity and reported at amortized cost.
|
|
|
Year Ended December 31,
|
||||||
Level 3
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Balance at January 1,
|
|
$
|
1,398,576
|
|
|
$
|
1,106,517
|
|
Transfer from level 2
|
|
—
|
|
|
—
|
|
||
Purchases
|
|
1,627,063
|
|
|
756,449
|
|
||
Sales
|
|
(850,513
|
)
|
|
(322,979
|
)
|
||
Paydowns/maturities
|
|
(491,790
|
)
|
|
(109,446
|
)
|
||
Amortization of premium/discount
|
|
(12,185
|
)
|
|
(21,473
|
)
|
||
Unrealized gain/(loss)
|
|
10,014
|
|
|
(4,586
|
)
|
||
Realized gain/(loss) on sale(1)
|
|
14,748
|
|
|
(5,906
|
)
|
||
Balance at December 31,
|
|
$
|
1,695,913
|
|
|
$
|
1,398,576
|
|
|
(1)
|
Includes realized losses on securities recorded as other than temporary impairments.
|
Financial Instrument
|
|
Carrying Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Minimum
|
|
Weighted Average
|
|
Maximum
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CMBS(1)
|
|
$
|
1,632,714
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
3.11
|
%
|
|
19.92
|
%
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
1.63
|
|
|
6.87
|
|
||
CMBS interest-only(1)
|
|
28,342
|
|
(2)
|
Discounted cash flow
|
|
Yield (4)
|
|
1.57
|
%
|
|
3.93
|
%
|
|
7.62
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.26
|
|
|
2.47
|
|
|
3.51
|
|
||
|
|
|
|
|
|
Prepayment speed (CPY)(5)
|
|
100.00
|
|
|
97.24
|
|
|
100.00
|
|
||
GNMA interest-only(3)
|
|
1,851
|
|
(2)
|
Discounted cash flow
|
|
Yield (4)
|
|
(4.82
|
)%
|
|
15.13
|
%
|
|
44.5
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.85
|
|
|
2.90
|
|
|
13.69
|
|
||
|
|
|
|
|
|
Prepayment speed (CPJ)(5)
|
|
5.00
|
|
|
12.36
|
|
|
35.00
|
|
||
Agency securities(1)
|
|
637
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
1.7
|
%
|
|
2.16
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
2.30
|
|
|
2.92
|
|
||
GNMA permanent securities(1)
|
|
32,369
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
56.56
|
%
|
|
166.79
|
%
|
|
410.00
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
2.60
|
|
|
3.61
|
|
|
6.49
|
|
||
Total
|
|
$
|
1,695,913
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA construction securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
(2)
|
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.
|
(3)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.
|
(4)
|
Significant increase (decrease) in the unobservable input in isolation would result in significantly lower (higher) fair value measurement.
|
(5)
|
Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (lower or higher) fair value measurement depending on the structural features of the security in question.
|
Financial Instrument
|
|
Carrying Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Minimum
|
|
Weighted Average
|
|
Maximum
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CMBS(1)
|
|
$
|
1,252,640
|
|
|
Discounted cash flow
|
|
Yield (3)
|
|
—
|
%
|
|
3.54
|
%
|
|
21.67
|
%
|
|
|
|
|
|
|
Duration (years)(4)
|
|
0.00
|
|
|
2.50
|
|
|
7.78
|
|
||
CMBS interest-only(1)
|
|
55,691
|
|
(2)
|
Discounted cash flow
|
|
Yield (3)
|
|
0.87
|
%
|
|
4.71
|
%
|
|
8.11
|
%
|
|
|
|
|
|
|
|
Duration (years)(4)
|
|
0.14
|
|
|
2.96
|
|
|
6.86
|
|
||
|
|
|
|
|
|
Prepayment speed (CPY)(4)
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
||
GNMA interest-only(3)
|
|
2,648
|
|
(2)
|
Discounted cash flow
|
|
Yield (4)
|
|
1.21
|
%
|
|
5.54
|
%
|
|
10.21
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.04
|
|
|
3.13
|
|
|
4.77
|
|
||
|
|
|
|
|
|
Prepayment speed (CPJ)(5)
|
|
5.00
|
|
|
6.58
|
|
|
15.00
|
|
||
Agency securities(1)
|
|
662
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
2.1
|
%
|
|
2.84
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
2.83
|
|
|
3.82
|
|
||
GNMA permanent securities(1)
|
|
33,064
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
3.51
|
%
|
|
4
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
5.62
|
|
|
5.88
|
|
||
Corporate bonds(1)
|
|
53,871
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
5.3
|
%
|
|
5.35
|
%
|
|
5.46
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
1.94
|
|
|
2.19
|
|
|
2.70
|
|
||
Total
|
|
$
|
1,398,576
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA construction securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
(2)
|
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.
|
(3)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.
|
(4)
|
Significant increase (decrease) in the unobservable input in isolation would result in significantly lower (higher) fair value measurement.
|
(5)
|
Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (lower or higher) fair value measurement depending on the structural features of the security in question.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Current expense (benefit)
|
|
|
|
|
|
|
|||||
U.S. Federal
|
$
|
(1,772
|
)
|
|
$
|
7,099
|
|
|
$
|
1,845
|
|
State and local
|
(396
|
)
|
|
7,068
|
|
|
276
|
|
|||
Total current expense (benefit)
|
(2,168
|
)
|
|
14,167
|
|
|
2,121
|
|
|||
Deferred expense (benefit)
|
|
|
|
|
|
|
|
||||
U.S. Federal
|
3,824
|
|
|
(5,115
|
)
|
|
4,632
|
|
|||
State and local
|
990
|
|
|
(2,409
|
)
|
|
959
|
|
|||
Total deferred expense (benefit)
|
4,814
|
|
|
(7,524
|
)
|
|
5,591
|
|
|||
Provision for income tax expense (benefit)
|
$
|
2,646
|
|
|
$
|
6,643
|
|
|
$
|
7,712
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
|
|
|
|
|
|||
US statutory tax rate
|
21.00
|
%
|
|
21.00
|
%
|
|
35.00
|
%
|
REIT income not subject to corporate income tax
|
(21.89
|
)%
|
|
(18.86
|
)%
|
|
(29.53
|
)%
|
Increase due to state and local taxes
|
(0.25
|
)%
|
|
2.44
|
%
|
(1)
|
0.74
|
%
|
Change in valuation allowance
|
3.26
|
%
|
|
(1.64
|
)%
|
|
2.13
|
%
|
Offshore non-taxable income
|
(0.24
|
)%
|
|
—
|
%
|
|
—
|
%
|
UTP released
|
(0.46
|
)%
|
|
—
|
%
|
|
—
|
%
|
Impact of Tax Cuts and Jobs Act
|
—
|
%
|
|
—
|
%
|
|
(2.53
|
)%
|
Other
|
0.45
|
%
|
|
(0.03
|
)%
|
|
(0.04
|
)%
|
Effective income tax rate
|
1.87
|
%
|
|
2.91
|
%
|
|
5.77
|
%
|
|
(1)
|
The increase in state taxes shown above is primarily related to additional tax expense of $3.3 million for the year ended December 31, 2018, pertaining to New York State tax audits, further discussed below.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Deferred Tax Assets
|
|
|
|
|
|||
Basis difference in operating partnerships
|
$
|
246
|
|
|
$
|
1,343
|
|
Net unrealized losses
|
1,440
|
|
|
937
|
|
||
Capital losses carryforward
|
6,717
|
|
|
2,427
|
|
||
Valuation allowance
|
(6,717
|
)
|
|
(2,427
|
)
|
||
Interest expense limitation
|
846
|
|
|
—
|
|
||
Total Deferred Tax Assets
|
$
|
2,532
|
|
|
$
|
2,280
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Deferred Tax Liability
|
|
|
|
|
|||
Basis difference in operating partnerships
|
$
|
4,671
|
|
|
$
|
—
|
|
Total Deferred Tax Liability
|
$
|
4,671
|
|
|
$
|
—
|
|
|
Loans
|
|
Securities
|
|
Real
Estate(1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income
|
$
|
270,239
|
|
|
$
|
58,880
|
|
|
$
|
32
|
|
|
$
|
1,084
|
|
|
$
|
330,235
|
|
Interest expense
|
(50,293
|
)
|
|
(19,248
|
)
|
|
(37,226
|
)
|
|
(97,586
|
)
|
|
(204,353
|
)
|
|||||
Net interest income (expense)
|
219,946
|
|
|
39,632
|
|
|
(37,194
|
)
|
|
(96,502
|
)
|
|
125,882
|
|
|||||
Provision for loan losses
|
(2,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,600
|
)
|
|||||
Net interest income (expense) after provision for loan losses
|
217,346
|
|
|
39,632
|
|
|
(37,194
|
)
|
|
(96,502
|
)
|
|
123,282
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease income
|
—
|
|
|
—
|
|
|
106,366
|
|
|
—
|
|
|
106,366
|
|
|||||
Sale of loans, net
|
54,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,758
|
|
|||||
Realized gain (loss) on securities
|
—
|
|
|
14,911
|
|
|
—
|
|
|
—
|
|
|
14,911
|
|
|||||
Unrealized gain (loss) on equity securities
|
—
|
|
|
1,737
|
|
|
—
|
|
|
—
|
|
|
1,737
|
|
|||||
Unrealized gain (loss) on Agency interest-only securities
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||
Realized gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
1,392
|
|
|
—
|
|
|
1,392
|
|
|||||
Impairment of real estate
|
—
|
|
|
—
|
|
|
(1,350
|
)
|
|
—
|
|
|
(1,350
|
)
|
|||||
Fee and other income
|
19,188
|
|
|
1,592
|
|
|
8
|
|
|
3,615
|
|
|
24,403
|
|
|||||
Net result from derivative transactions
|
(16,160
|
)
|
|
(13,851
|
)
|
|
—
|
|
|
—
|
|
|
(30,011
|
)
|
|||||
Earnings (loss) from investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
3,432
|
|
|
—
|
|
|
3,432
|
|
|||||
Gain (loss) on extinguishment of debt
|
—
|
|
|
—
|
|
|
(1,070
|
)
|
|
—
|
|
|
(1,070
|
)
|
|||||
Total other income (loss)
|
57,786
|
|
|
4,473
|
|
|
108,778
|
|
|
3,615
|
|
|
174,652
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,768
|
)
|
|
(67,768
|
)
|
|||||
Operating expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,595
|
)
|
(3)
|
(22,595
|
)
|
|||||
Real estate operating expenses
|
—
|
|
|
—
|
|
|
(23,323
|
)
|
|
|
|
(23,323
|
)
|
||||||
Fee expense
|
(4,602
|
)
|
|
(350
|
)
|
|
(1,138
|
)
|
|
—
|
|
|
(6,090
|
)
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(38,412
|
)
|
|
(99
|
)
|
|
(38,511
|
)
|
|||||
Total costs and expenses
|
(4,602
|
)
|
|
(350
|
)
|
|
(62,873
|
)
|
|
(90,462
|
)
|
|
(158,287
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,646
|
)
|
|
(2,646
|
)
|
|||||
Segment profit (loss)
|
$
|
270,530
|
|
|
$
|
43,755
|
|
|
$
|
8,711
|
|
|
$
|
(185,995
|
)
|
|
$
|
137,001
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets as of December 31, 2019
|
$
|
3,358,861
|
|
|
$
|
1,721,305
|
|
|
$
|
1,096,514
|
|
|
$
|
492,472
|
|
|
$
|
6,669,152
|
|
|
Loans
|
|
Securities
|
|
Real
Estate(1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income
|
$
|
310,149
|
|
|
$
|
34,217
|
|
|
$
|
24
|
|
|
$
|
426
|
|
|
$
|
344,816
|
|
Interest expense
|
(62,474
|
)
|
|
(4,617
|
)
|
|
(34,739
|
)
|
|
(92,461
|
)
|
|
(194,291
|
)
|
|||||
Net interest income (expense)
|
247,675
|
|
|
29,600
|
|
|
(34,715
|
)
|
|
(92,035
|
)
|
|
150,525
|
|
|||||
Provision for loan losses
|
(13,900
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,900
|
)
|
|||||
Net interest income (expense) after provision for loan losses
|
233,775
|
|
|
29,600
|
|
|
(34,715
|
)
|
|
(92,035
|
)
|
|
136,625
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease income
|
—
|
|
|
—
|
|
|
106,177
|
|
|
—
|
|
|
106,177
|
|
|||||
Sale of loans, net
|
16,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,511
|
|
|||||
Realized gain (loss) on securities
|
—
|
|
|
(5,808
|
)
|
|
—
|
|
|
—
|
|
|
(5,808
|
)
|
|||||
Unrealized gain (loss) on equity securities
|
—
|
|
|
(1,605
|
)
|
|
—
|
|
|
—
|
|
|
(1,605
|
)
|
|||||
Unrealized gain (loss) on Agency interest-only securities
|
—
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
555
|
|
|||||
Realized gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
95,881
|
|
|
—
|
|
|
95,881
|
|
|||||
Fee and other income
|
16,490
|
|
|
—
|
|
|
3,416
|
|
|
6,379
|
|
|
26,285
|
|
|||||
Net result from derivative transactions
|
10,467
|
|
|
5,459
|
|
|
—
|
|
|
—
|
|
|
15,926
|
|
|||||
Earnings (loss) from investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
790
|
|
|
—
|
|
|
790
|
|
|||||
Gain (loss) on extinguishment of debt
|
(69
|
)
|
|
—
|
|
|
(4,323
|
)
|
|
—
|
|
|
(4,392
|
)
|
|||||
Total other income (loss)
|
43,399
|
|
|
(1,399
|
)
|
|
201,941
|
|
|
6,379
|
|
|
250,320
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,117
|
)
|
|
(60,117
|
)
|
|||||
Operating expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,696
|
)
|
(3)
|
(21,696
|
)
|
|||||
Real estate operating expenses
|
—
|
|
|
—
|
|
|
(29,799
|
)
|
|
|
|
|
(29,799
|
)
|
|||||
Fee expense
|
(4,040
|
)
|
|
(398
|
)
|
|
(617
|
)
|
|
—
|
|
|
(5,055
|
)
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(41,884
|
)
|
|
(75
|
)
|
|
(41,959
|
)
|
|||||
Total costs and expenses
|
(4,040
|
)
|
|
(398
|
)
|
|
(72,300
|
)
|
|
(81,888
|
)
|
|
(158,626
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,643
|
)
|
|
(6,643
|
)
|
|||||
Segment profit (loss)
|
$
|
273,134
|
|
|
$
|
27,803
|
|
|
$
|
94,926
|
|
|
$
|
(174,187
|
)
|
|
$
|
221,676
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets as of December 31, 2018
|
$
|
3,482,929
|
|
|
$
|
1,410,126
|
|
|
$
|
1,038,376
|
|
|
$
|
341,441
|
|
|
$
|
6,272,872
|
|
|
Loans
|
|
Securities
|
|
Real
Estate(1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest income
|
$
|
219,892
|
|
|
$
|
43,542
|
|
|
$
|
15
|
|
|
$
|
218
|
|
|
$
|
263,667
|
|
Interest expense
|
(39,530
|
)
|
|
(5,800
|
)
|
|
(28,679
|
)
|
|
(72,109
|
)
|
|
(146,118
|
)
|
|||||
Net interest income (expense)
|
180,362
|
|
|
37,742
|
|
|
(28,664
|
)
|
|
(71,891
|
)
|
|
117,549
|
|
|||||
Provision for loan losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net interest income (expense) after provision for loan losses
|
180,362
|
|
|
37,742
|
|
|
(28,664
|
)
|
|
(71,891
|
)
|
|
117,549
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease income
|
—
|
|
|
—
|
|
|
96,671
|
|
|
—
|
|
|
96,671
|
|
|||||
Sale of loans, net
|
54,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,046
|
|
|||||
Realized gain (loss) on securities
|
—
|
|
|
17,209
|
|
|
—
|
|
|
—
|
|
|
17,209
|
|
|||||
Unrealized gain (loss) on Agency interest-only securities
|
—
|
|
|
1,405
|
|
|
—
|
|
|
—
|
|
|
1,405
|
|
|||||
Realized gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
11,423
|
|
|
—
|
|
|
11,423
|
|
|||||
Fee and other income
|
6,859
|
|
|
—
|
|
|
7,865
|
|
|
3,617
|
|
|
18,341
|
|
|||||
Net result from derivative transactions
|
(8,425
|
)
|
|
(4,216
|
)
|
|
—
|
|
|
—
|
|
|
(12,641
|
)
|
|||||
Earnings (loss) from investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|||||
Gain (loss) on extinguishment of debt
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(73
|
)
|
|||||
Total other income (loss)
|
52,461
|
|
|
14,398
|
|
|
116,048
|
|
|
3,563
|
|
|
186,470
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,463
|
)
|
|
(70,463
|
)
|
|||||
Operating expenses
|
302
|
|
|
—
|
|
|
—
|
|
|
(21,723
|
)
|
(3)
|
(21,421
|
)
|
|||||
Real estate operating expenses
|
—
|
|
|
—
|
|
|
(33,216
|
)
|
|
—
|
|
|
(33,216
|
)
|
|||||
Fee expense
|
(3,649
|
)
|
|
(280
|
)
|
|
(1,067
|
)
|
|
—
|
|
|
(4,996
|
)
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(40,239
|
)
|
|
(93
|
)
|
|
(40,332
|
)
|
|||||
Total costs and expenses
|
(3,347
|
)
|
|
(280
|
)
|
|
(74,522
|
)
|
|
(92,279
|
)
|
|
(170,428
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,712
|
)
|
|
(7,712
|
)
|
|||||
Segment profit (loss)
|
$
|
229,476
|
|
|
$
|
51,860
|
|
|
$
|
12,862
|
|
|
$
|
(168,319
|
)
|
|
$
|
125,879
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets as of December 31, 2017
|
$
|
3,508,642
|
|
|
$
|
1,106,517
|
|
|
$
|
1,067,482
|
|
|
$
|
342,974
|
|
|
$
|
6,025,615
|
|
|
(1)
|
Includes the Company’s investment in unconsolidated joint ventures that held real estate of $48.4 million and $40.4 million as of December 31, 2019 and 2018, respectively.
|
(2)
|
Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary to reconcile to consolidated Company totals. This segment also includes the Company’s investment in unconsolidated joint ventures and strategic investments that are not related to the other reportable segments above, including the Company’s investment in FHLB stock of $61.6 million and $57.9 million as of December 31, 2019 and 2018, respectively, the Company’s deferred tax asset (liability) of $(2.1) million and $2.3 million as of December 31, 2019 and 2018, respectively and the Company’s senior unsecured notes of $1.2 billion as of December 31, 2019 and 2018.
|
(3)
|
Includes $12.4 million, $11.5 million and $11.2 million of professional fees for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
|
Q4 2019
|
|
Q3 2019
|
|
Q2 2019
|
|
Q1 2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
76,196
|
|
|
$
|
82,251
|
|
|
$
|
85,322
|
|
|
$
|
86,466
|
|
Net interest income after provision for loan losses
|
|
24,857
|
|
|
30,854
|
|
|
32,653
|
|
|
34,918
|
|
||||
Other income (loss)
|
|
59,601
|
|
|
38,195
|
|
|
43,708
|
|
|
33,148
|
|
||||
Costs and expenses
|
|
36,839
|
|
|
36,989
|
|
|
38,069
|
|
|
46,390
|
|
||||
Income (loss) before taxes
|
|
47,619
|
|
|
32,060
|
|
|
38,291
|
|
|
21,677
|
|
||||
Income tax expense (benefit)
|
|
2,169
|
|
|
1,112
|
|
|
2,219
|
|
|
(2,854
|
)
|
||||
Net income (loss)
|
|
45,450
|
|
|
30,948
|
|
|
36,072
|
|
|
24,531
|
|
||||
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures
|
|
4
|
|
|
(64
|
)
|
|
307
|
|
|
447
|
|
||||
Net (income) loss attributable to noncontrolling interest in operating partnership
|
|
(4,804
|
)
|
|
(3,308
|
)
|
|
(4,136
|
)
|
|
(2,802
|
)
|
||||
Net income (loss) attributable to Class A common shareholders
|
|
$
|
40,650
|
|
|
$
|
27,577
|
|
|
$
|
32,242
|
|
|
$
|
22,175
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.38
|
|
|
$
|
0.26
|
|
|
$
|
0.31
|
|
|
$
|
0.21
|
|
Diluted
|
|
$
|
0.37
|
|
|
$
|
0.26
|
|
|
$
|
0.30
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends per share of Class A common stock
|
|
$
|
0.340
|
|
|
$
|
0.340
|
|
|
$
|
0.340
|
|
|
$
|
0.340
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Q4 2018
|
|
Q3 2018
|
|
Q2 2018
|
|
Q1 2018(1)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
90,994
|
|
|
$
|
90,386
|
|
|
$
|
85,230
|
|
|
$
|
78,206
|
|
Net interest income after provision for loan losses
|
|
41,009
|
|
|
28,610
|
|
|
36,513
|
|
|
30,493
|
|
||||
Other income (loss)(2)
|
|
23,411
|
|
|
96,194
|
|
|
46,381
|
|
|
84,334
|
|
||||
Costs and expenses
|
|
36,610
|
|
|
40,136
|
|
|
38,753
|
|
|
43,127
|
|
||||
Income (loss) before taxes
|
|
27,810
|
|
|
84,668
|
|
|
44,141
|
|
|
71,700
|
|
||||
Income tax expense (benefit)
|
|
964
|
|
|
1,204
|
|
|
573
|
|
|
3,902
|
|
||||
Net income (loss)
|
|
26,846
|
|
|
83,464
|
|
|
43,568
|
|
|
67,798
|
|
||||
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures
|
|
268
|
|
|
(7,843
|
)
|
|
133
|
|
|
(8,422
|
)
|
||||
Net (income) loss attributable to noncontrolling interest in operating partnership
|
|
(3,011
|
)
|
|
(8,991
|
)
|
|
(5,294
|
)
|
|
(8,501
|
)
|
||||
Net income (loss) attributable to Class A common shareholders
|
|
$
|
24,103
|
|
|
$
|
66,630
|
|
|
$
|
38,407
|
|
|
$
|
50,875
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.24
|
|
|
$
|
0.69
|
|
|
$
|
0.40
|
|
|
$
|
0.53
|
|
Diluted
|
|
$
|
0.24
|
|
|
$
|
0.67
|
|
|
$
|
0.40
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends per share of Class A common stock(3)
|
|
$
|
0.570
|
|
|
$
|
0.325
|
|
|
$
|
0.325
|
|
|
$
|
0.315
|
|
|
(1)
|
See Note 2, Significant Accounting Policies, “Out-of-Period Adjustments” for out-of-period adjustments included in the three month period ended March 31, 2018.
|
(2)
|
During the quarter ended December 31, 2018, other income (loss) includes $2.5 million in income from an indemnity counterparty, which is more fully discussed in Note 16, Income Taxes.
|
(3)
|
On October 30, 2018, the Company’s board of directors approved the fourth quarter 2018 dividend of $0.570 per share of the Company’s Class A common stock in order to meet its annual REIT taxable income distribution requirement. The dividend was paid as a combination of cash and Class A common stock, subject to shareholder elections.
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Retail Property in Wardsville, MO
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
919
|
|
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
919
|
|
|
$
|
202
|
|
|
$
|
1,378
|
|
|
$
|
(3
|
)
|
|
11/22/19
|
|
2019
|
|
40 yrs
|
Retail Property in Kincheloe, MI
|
|
—
|
|
|
58
|
|
|
939
|
|
|
229
|
|
|
—
|
|
|
58
|
|
|
939
|
|
|
229
|
|
|
1,226
|
|
|
(4
|
)
|
|
11/22/19
|
|
2019
|
|
45 yrs
|
||||||||||
Retail Property in Clinton, IN
|
|
—
|
|
|
269
|
|
|
954
|
|
|
204
|
|
|
—
|
|
|
269
|
|
|
954
|
|
|
204
|
|
|
1,427
|
|
|
(4
|
)
|
|
11/22/19
|
|
2019
|
|
44 yrs
|
||||||||||
Retail Property in Saginaw, MI
|
|
—
|
|
|
96
|
|
|
1,014
|
|
|
210
|
|
|
—
|
|
|
96
|
|
|
1,014
|
|
|
210
|
|
|
1,320
|
|
|
(9
|
)
|
|
10/04/19
|
|
2019
|
|
45 yrs
|
||||||||||
Retail Property in Rolla, MO
|
|
947
|
|
|
110
|
|
|
1,011
|
|
|
188
|
|
|
—
|
|
|
110
|
|
|
1,011
|
|
|
188
|
|
|
1,309
|
|
|
(8
|
)
|
|
10/04/19
|
|
2019
|
|
40 yrs
|
||||||||||
Retail Property in Sullivan, IL
|
|
1,179
|
|
|
340
|
|
|
981
|
|
|
257
|
|
|
—
|
|
|
340
|
|
|
981
|
|
|
257
|
|
|
1,578
|
|
|
(9
|
)
|
|
09/13/19
|
|
2019
|
|
50 yrs
|
||||||||||
Retail Property in Becker, MN
|
|
—
|
|
|
136
|
|
|
922
|
|
|
188
|
|
|
—
|
|
|
136
|
|
|
922
|
|
|
188
|
|
|
1,246
|
|
|
(9
|
)
|
|
09/13/19
|
|
2019
|
|
55 yrs
|
||||||||||
Retail Property in Adrian, MO
|
|
861
|
|
|
136
|
|
|
884
|
|
|
191
|
|
|
—
|
|
|
136
|
|
|
884
|
|
|
191
|
|
|
1,211
|
|
|
(9
|
)
|
|
09/13/19
|
|
2019
|
|
45 yrs
|
||||||||||
Retail Property in Chillicothe, IL
|
|
1,028
|
|
|
227
|
|
|
1,047
|
|
|
245
|
|
|
—
|
|
|
227
|
|
|
1,047
|
|
|
245
|
|
|
1,519
|
|
|
(11
|
)
|
|
09/05/19
|
|
2019
|
|
50 yrs
|
||||||||||
Retail Property in Poseyville, IN
|
|
873
|
|
|
160
|
|
|
947
|
|
|
194
|
|
|
—
|
|
|
160
|
|
|
947
|
|
|
194
|
|
|
1,301
|
|
|
(12
|
)
|
|
08/13/19
|
|
2019
|
|
44 yrs
|
||||||||||
Retail Property in Dexter, MO
|
|
882
|
|
|
141
|
|
|
890
|
|
|
177
|
|
|
—
|
|
|
141
|
|
|
890
|
|
|
177
|
|
|
1,208
|
|
|
(14
|
)
|
|
07/09/19
|
|
2019
|
|
40 yrs
|
||||||||||
Retail Property in Hubbard Lake, MI
|
|
923
|
|
|
40
|
|
|
1,017
|
|
|
203
|
|
|
—
|
|
|
40
|
|
|
1,017
|
|
|
203
|
|
|
1,260
|
|
|
(17
|
)
|
|
07/09/19
|
|
2019
|
|
40 yrs
|
||||||||||
Retail Property in Fayette, MO
|
|
1,094
|
|
|
107
|
|
|
1,168
|
|
|
219
|
|
|
—
|
|
|
107
|
|
|
1,168
|
|
|
219
|
|
|
1,494
|
|
|
(21
|
)
|
|
06/26/19
|
|
2019
|
|
40 yrs
|
||||||||||
Retail Property in Centralia, IL
|
|
951
|
|
|
200
|
|
|
913
|
|
|
193
|
|
|
—
|
|
|
200
|
|
|
913
|
|
|
193
|
|
|
1,306
|
|
|
(24
|
)
|
|
04/25/19
|
|
2019
|
|
40 yrs
|
||||||||||
Retail Property in Trenton, MO
|
|
894
|
|
|
396
|
|
|
628
|
|
|
202
|
|
|
—
|
|
|
396
|
|
|
628
|
|
|
202
|
|
|
1,226
|
|
|
(28
|
)
|
|
02/26/19
|
|
2019
|
|
30 yrs
|
||||||||||
Retail Property in Houghton Lake, MI
|
|
969
|
|
|
124
|
|
|
939
|
|
|
241
|
|
|
—
|
|
|
124
|
|
|
939
|
|
|
241
|
|
|
1,304
|
|
|
(29
|
)
|
|
02/26/19
|
|
2018
|
|
40 yrs
|
||||||||||
Retail Property in Pelican Rapids, MN
|
|
919
|
|
|
78
|
|
|
1,016
|
|
|
$
|
169
|
|
|
—
|
|
|
78
|
|
|
1,016
|
|
|
169
|
|
|
1,263
|
|
|
(45
|
)
|
|
12/26/18
|
|
2018
|
|
30 yrs
|
|||||||||
Retail Property in Carthage, MO
|
|
848
|
|
|
225
|
|
|
766
|
|
|
176
|
|
|
—
|
|
|
225
|
|
|
766
|
|
|
176
|
|
|
1,167
|
|
|
(29
|
)
|
|
12/26/18
|
|
2018
|
|
40 yrs
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Retail Property in Bolivar, MO
|
|
897
|
|
|
186
|
|
|
876
|
|
|
182
|
|
|
—
|
|
|
186
|
|
|
876
|
|
|
182
|
|
|
1,244
|
|
|
(33
|
)
|
|
12/26/18
|
|
2018
|
|
40 yrs
|
||||||||||
Retail Property in Pinconning, MI
|
|
951
|
|
|
167
|
|
|
905
|
|
|
221
|
|
|
—
|
|
|
167
|
|
|
905
|
|
|
221
|
|
|
1,293
|
|
|
(31
|
)
|
|
12/06/18
|
|
2018
|
|
45 yrs
|
||||||||||
Retail Property in New Hampton, IA
|
|
1,016
|
|
|
177
|
|
|
1,111
|
|
|
187
|
|
|
—
|
|
|
177
|
|
|
1,111
|
|
|
187
|
|
|
1,475
|
|
|
(48
|
)
|
|
11/30/18
|
|
2018
|
|
35 yrs
|
||||||||||
Retail Property in Ogden, IA
|
|
857
|
|
|
107
|
|
|
931
|
|
|
153
|
|
|
—
|
|
|
107
|
|
|
931
|
|
|
153
|
|
|
1,191
|
|
|
(47
|
)
|
|
10/03/18
|
|
2018
|
|
35 yrs
|
||||||||||
Retail Property in Wonder Lake, IL
|
|
942
|
|
|
221
|
|
|
888
|
|
|
214
|
|
|
—
|
|
|
221
|
|
|
888
|
|
|
214
|
|
|
1,323
|
|
|
(60
|
)
|
|
04/12/18
|
|
2017
|
|
39 yrs
|
||||||||||
Retail Property in Moscow Mills, MO
|
|
991
|
|
|
161
|
|
|
945
|
|
|
203
|
|
|
—
|
|
|
161
|
|
|
945
|
|
|
203
|
|
|
1,309
|
|
|
(58
|
)
|
|
04/12/18
|
|
2018
|
|
45 yrs
|
||||||||||
Retail Property in Foley, MN
|
|
883
|
|
|
238
|
|
|
823
|
|
|
172
|
|
|
—
|
|
|
238
|
|
|
823
|
|
|
172
|
|
|
1,233
|
|
|
(61
|
)
|
|
04/12/18
|
|
2018
|
|
35 yrs
|
||||||||||
Retail Property in Kirbyville, MO
|
|
870
|
|
|
98
|
|
|
965
|
|
|
155
|
|
|
—
|
|
|
98
|
|
|
965
|
|
|
155
|
|
|
1,218
|
|
|
(58
|
)
|
|
04/02/18
|
|
2018
|
|
40 yrs
|
||||||||||
Retail Property in Gladwin, MI
|
|
883
|
|
|
88
|
|
|
951
|
|
|
203
|
|
|
—
|
|
|
88
|
|
|
951
|
|
|
203
|
|
|
1,242
|
|
|
(56
|
)
|
|
04/02/18
|
|
2017
|
|
45 yrs
|
||||||||||
Retail Property in Rockford, MN
|
|
886
|
|
|
187
|
|
|
850
|
|
|
207
|
|
|
—
|
|
|
187
|
|
|
850
|
|
|
207
|
|
|
1,244
|
|
|
(89
|
)
|
|
12/08/17
|
|
2017
|
|
30 yrs
|
||||||||||
Retail Property in Winterset, IA
|
|
934
|
|
|
272
|
|
|
830
|
|
|
200
|
|
|
—
|
|
|
272
|
|
|
830
|
|
|
200
|
|
|
1,302
|
|
|
(70
|
)
|
|
12/08/17
|
|
2017
|
|
35 yrs
|
||||||||||
Retail Property in Kawkawlin, MI
|
|
917
|
|
|
242
|
|
|
871
|
|
|
179
|
|
|
—
|
|
|
242
|
|
|
871
|
|
|
179
|
|
|
1,292
|
|
|
(85
|
)
|
|
10/05/17
|
|
2017
|
|
30 yrs
|
||||||||||
Retail Property in Aroma Park, IL
|
|
949
|
|
|
223
|
|
|
869
|
|
|
164
|
|
|
—
|
|
|
223
|
|
|
869
|
|
|
164
|
|
|
1,256
|
|
|
(72
|
)
|
|
10/05/17
|
|
2017
|
|
35 yrs
|
||||||||||
Retail Property in East Peoria, IL
|
|
1,019
|
|
|
233
|
|
|
998
|
|
|
161
|
|
|
—
|
|
|
233
|
|
|
998
|
|
|
161
|
|
|
1,392
|
|
|
(81
|
)
|
|
10/05/17
|
|
2017
|
|
40 yrs
|
||||||||||
Retail Property in Milford, IA
|
|
987
|
|
|
254
|
|
|
883
|
|
|
217
|
|
|
—
|
|
|
254
|
|
|
883
|
|
|
217
|
|
|
1,354
|
|
|
(78
|
)
|
|
09/08/17
|
|
2017
|
|
40 yrs
|
||||||||||
Retail Property in Jefferson City, MO
|
|
949
|
|
|
164
|
|
|
966
|
|
|
205
|
|
|
—
|
|
|
164
|
|
|
966
|
|
|
205
|
|
|
1,335
|
|
|
(89
|
)
|
|
06/02/17
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Denver, IA
|
|
903
|
|
|
198
|
|
|
840
|
|
|
191
|
|
|
—
|
|
|
198
|
|
|
840
|
|
|
191
|
|
|
1,229
|
|
|
(87
|
)
|
|
05/31/17
|
|
2017
|
|
35 yrs
|
||||||||||
Retail Property in Port O'Connor, TX
|
|
954
|
|
|
167
|
|
|
937
|
|
|
200
|
|
|
—
|
|
|
167
|
|
|
937
|
|
|
200
|
|
|
1,304
|
|
|
(97
|
)
|
|
05/25/17
|
|
2017
|
|
35 yrs
|
||||||||||
Retail Property in Wabasha, MN
|
|
969
|
|
|
237
|
|
|
912
|
|
|
214
|
|
|
—
|
|
|
237
|
|
|
912
|
|
|
214
|
|
|
1,363
|
|
|
(103
|
)
|
|
05/25/17
|
|
2016
|
|
35 yrs
|
||||||||||
Office in Jacksonville, FL
|
|
83,247
|
|
|
13,290
|
|
|
106,601
|
|
|
21,362
|
|
|
2,569
|
|
|
13,290
|
|
|
109,169
|
|
|
21,362
|
|
|
143,821
|
|
|
(12,049
|
)
|
|
05/23/17
|
|
1989
|
|
36 yrs
|
||||||||||
Retail Property in Shelbyville, IL
|
|
867
|
|
|
189
|
|
|
849
|
|
|
199
|
|
|
—
|
|
|
189
|
|
|
849
|
|
|
199
|
|
|
1,237
|
|
|
(84
|
)
|
|
05/23/17
|
|
2016
|
|
40 yrs
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Retail Property in Jesup, IA
|
|
889
|
|
|
119
|
|
|
890
|
|
|
191
|
|
|
—
|
|
|
119
|
|
|
890
|
|
|
191
|
|
|
1,200
|
|
|
(92
|
)
|
|
05/05/17
|
|
2017
|
|
35 yrs
|
||||||||||
Retail Property in Hanna City, IL
|
|
869
|
|
|
174
|
|
|
925
|
|
|
132
|
|
|
—
|
|
|
174
|
|
|
925
|
|
|
132
|
|
|
1,231
|
|
|
(93
|
)
|
|
04/11/17
|
|
2016
|
|
39 yrs
|
||||||||||
Retail Property in Ridgedale, MO
|
|
997
|
|
|
250
|
|
|
928
|
|
|
187
|
|
|
—
|
|
|
250
|
|
|
928
|
|
|
187
|
|
|
1,365
|
|
|
(96
|
)
|
|
03/09/17
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Peoria, IL
|
|
908
|
|
|
209
|
|
|
933
|
|
|
133
|
|
|
—
|
|
|
209
|
|
|
933
|
|
|
133
|
|
|
1,275
|
|
|
(103
|
)
|
|
02/06/17
|
|
2016
|
|
35 yrs
|
||||||||||
Retail Property in Carmi, IL
|
|
1,105
|
|
|
286
|
|
|
916
|
|
|
239
|
|
|
—
|
|
|
286
|
|
|
916
|
|
|
239
|
|
|
1,441
|
|
|
(99
|
)
|
|
02/03/17
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Springfield, IL
|
|
1,006
|
|
|
391
|
|
|
784
|
|
|
227
|
|
|
—
|
|
|
393
|
|
|
789
|
|
|
224
|
|
|
1,406
|
|
|
(93
|
)
|
|
11/16/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Fayetteville, NC
|
|
4,906
|
|
|
1,379
|
|
|
3,121
|
|
|
2,472
|
|
|
—
|
|
|
1,379
|
|
|
3,121
|
|
|
2,471
|
|
|
6,971
|
|
|
(745
|
)
|
|
11/15/16
|
|
2008
|
|
37 yrs
|
||||||||||
Retail Property in Dryden Township, MI
|
|
915
|
|
|
178
|
|
|
893
|
|
|
201
|
|
|
—
|
|
|
178
|
|
|
899
|
|
|
202
|
|
|
1,279
|
|
|
(101
|
)
|
|
10/26/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Lamar, MO
|
|
905
|
|
|
164
|
|
|
903
|
|
|
171
|
|
|
—
|
|
|
164
|
|
|
903
|
|
|
171
|
|
|
1,238
|
|
|
(109
|
)
|
|
07/22/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Union, MO
|
|
949
|
|
|
267
|
|
|
867
|
|
|
207
|
|
|
—
|
|
|
267
|
|
|
867
|
|
|
207
|
|
|
1,341
|
|
|
(117
|
)
|
|
07/01/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Pawnee, IL
|
|
949
|
|
|
249
|
|
|
775
|
|
|
206
|
|
|
—
|
|
|
249
|
|
|
775
|
|
|
206
|
|
|
1,230
|
|
|
(106
|
)
|
|
07/01/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Linn, MO
|
|
863
|
|
|
89
|
|
|
920
|
|
|
183
|
|
|
—
|
|
|
89
|
|
|
920
|
|
|
183
|
|
|
1,192
|
|
|
(114
|
)
|
|
06/30/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Cape Girardeau, MO
|
|
1,024
|
|
|
453
|
|
|
702
|
|
|
217
|
|
|
—
|
|
|
453
|
|
|
702
|
|
|
217
|
|
|
1,372
|
|
|
(99
|
)
|
|
06/30/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Decatur-Pershing, IL
|
|
1,055
|
|
|
395
|
|
|
924
|
|
|
155
|
|
|
—
|
|
|
395
|
|
|
924
|
|
|
155
|
|
|
1,474
|
|
|
(114
|
)
|
|
06/30/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Rantoul, IL
|
|
927
|
|
|
100
|
|
|
1,023
|
|
|
178
|
|
|
—
|
|
|
100
|
|
|
1,023
|
|
|
178
|
|
|
1,301
|
|
|
(118
|
)
|
|
06/21/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Flora Vista, NM
|
|
1,005
|
|
|
272
|
|
|
864
|
|
|
198
|
|
|
—
|
|
|
272
|
|
|
864
|
|
|
198
|
|
|
1,334
|
|
|
(141
|
)
|
|
06/06/16
|
|
2016
|
|
35 yrs
|
||||||||||
Retail Property in Mountain Grove, MO
|
|
984
|
|
|
163
|
|
|
1,026
|
|
|
212
|
|
|
—
|
|
|
163
|
|
|
1,026
|
|
|
212
|
|
|
1,401
|
|
|
(132
|
)
|
|
06/03/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Decatur-Sunnyside, IL
|
|
949
|
|
|
182
|
|
|
954
|
|
|
139
|
|
|
—
|
|
|
182
|
|
|
954
|
|
|
139
|
|
|
1,275
|
|
|
(117
|
)
|
|
06/03/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Champaign, IL
|
|
1,020
|
|
|
365
|
|
|
915
|
|
|
149
|
|
|
—
|
|
|
365
|
|
|
915
|
|
|
149
|
|
|
1,429
|
|
|
(109
|
)
|
|
06/03/16
|
|
2016
|
|
40 yrs
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Retail Property in San Antonio, TX
|
|
890
|
|
|
252
|
|
|
703
|
|
|
196
|
|
|
—
|
|
|
251
|
|
|
702
|
|
|
196
|
|
|
1,149
|
|
|
(113
|
)
|
|
05/06/16
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Borger, TX
|
|
786
|
|
|
68
|
|
|
800
|
|
|
181
|
|
|
—
|
|
|
68
|
|
|
800
|
|
|
181
|
|
|
1,049
|
|
|
(112
|
)
|
|
05/06/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Dimmitt, TX
|
|
1,054
|
|
|
86
|
|
|
1,077
|
|
|
236
|
|
|
—
|
|
|
85
|
|
|
1,074
|
|
|
236
|
|
|
1,395
|
|
|
(145
|
)
|
|
04/26/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in St. Charles, MN
|
|
964
|
|
|
200
|
|
|
843
|
|
|
226
|
|
|
—
|
|
|
200
|
|
|
843
|
|
|
226
|
|
|
1,269
|
|
|
(144
|
)
|
|
04/26/16
|
|
2016
|
|
30 yrs
|
||||||||||
Retail Property in Philo, IL
|
|
927
|
|
|
160
|
|
|
889
|
|
|
189
|
|
|
—
|
|
|
160
|
|
|
889
|
|
|
189
|
|
|
1,238
|
|
|
(111
|
)
|
|
04/26/16
|
|
2016
|
|
40 yrs
|
||||||||||
Retail Property in Radford, VA
|
|
1,133
|
|
|
411
|
|
|
896
|
|
|
256
|
|
|
—
|
|
|
411
|
|
|
896
|
|
|
256
|
|
|
1,563
|
|
|
(167
|
)
|
|
12/23/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Rural Retreat, VA
|
|
1,033
|
|
|
328
|
|
|
811
|
|
|
260
|
|
|
—
|
|
|
328
|
|
|
811
|
|
|
260
|
|
|
1,399
|
|
|
(146
|
)
|
|
12/23/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Albion, PA
|
|
1,120
|
|
|
100
|
|
|
1,033
|
|
|
392
|
|
|
—
|
|
|
100
|
|
|
1,033
|
|
|
392
|
|
|
1,525
|
|
|
(246
|
)
|
|
12/23/15
|
|
2015
|
|
50 yrs
|
||||||||||
Retail Property in Mount Vernon, AL
|
|
939
|
|
|
187
|
|
|
876
|
|
|
174
|
|
|
—
|
|
|
187
|
|
|
876
|
|
|
174
|
|
|
1,237
|
|
|
(141
|
)
|
|
12/23/15
|
|
2015
|
|
44 yrs
|
||||||||||
Retail Property in Malone, NY
|
|
1,083
|
|
|
183
|
|
|
1,154
|
|
|
137
|
|
|
—
|
|
|
183
|
|
|
1,154
|
|
|
137
|
|
|
1,474
|
|
|
(163
|
)
|
|
12/16/15
|
|
2015
|
|
39 yrs
|
||||||||||
Retail Property in Mercedes, TX
|
|
835
|
|
|
257
|
|
|
874
|
|
|
132
|
|
|
—
|
|
|
257
|
|
|
874
|
|
|
132
|
|
|
1,263
|
|
|
(117
|
)
|
|
12/16/15
|
|
2015
|
|
45 yrs
|
||||||||||
Retail Property in Gordonville, MO
|
|
772
|
|
|
247
|
|
|
787
|
|
|
173
|
|
|
—
|
|
|
247
|
|
|
787
|
|
|
173
|
|
|
1,207
|
|
|
(120
|
)
|
|
11/10/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Rice, MN
|
|
818
|
|
|
200
|
|
|
859
|
|
|
184
|
|
|
—
|
|
|
200
|
|
|
859
|
|
|
184
|
|
|
1,243
|
|
|
(174
|
)
|
|
10/28/15
|
|
2015
|
|
30 yrs
|
||||||||||
Retail Property in Bixby, OK
|
|
7,965
|
|
|
2,609
|
|
|
7,776
|
|
|
1,765
|
|
|
—
|
|
|
2,609
|
|
|
7,776
|
|
|
1,765
|
|
|
12,150
|
|
|
(1,212
|
)
|
|
10/27/15
|
|
2012
|
|
37 yrs
|
||||||||||
Retail Property in Farmington, IL
|
|
897
|
|
|
96
|
|
|
1,161
|
|
|
150
|
|
|
—
|
|
|
96
|
|
|
1,161
|
|
|
150
|
|
|
1,407
|
|
|
(155
|
)
|
|
10/23/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Grove, OK
|
|
3,630
|
|
|
402
|
|
|
4,364
|
|
|
817
|
|
|
—
|
|
|
402
|
|
|
4,364
|
|
|
817
|
|
|
5,583
|
|
|
(715
|
)
|
|
10/20/15
|
|
2012
|
|
37 yrs
|
||||||||||
Retail Property in Jenks, OK
|
|
8,813
|
|
|
2,617
|
|
|
8,694
|
|
|
2,107
|
|
|
—
|
|
|
2,617
|
|
|
8,694
|
|
|
2,107
|
|
|
13,418
|
|
|
(1,440
|
)
|
|
10/19/15
|
|
2009
|
|
38 yrs
|
||||||||||
Retail Property in Bloomington, IL
|
|
818
|
|
|
173
|
|
|
984
|
|
|
138
|
|
|
—
|
|
|
173
|
|
|
984
|
|
|
138
|
|
|
1,295
|
|
|
(140
|
)
|
|
10/14/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Montrose, MN
|
|
782
|
|
|
149
|
|
|
876
|
|
|
169
|
|
|
—
|
|
|
149
|
|
|
876
|
|
|
169
|
|
|
1,194
|
|
|
(176
|
)
|
|
10/14/15
|
|
2015
|
|
30 yrs
|
||||||||||
Retail Property in Lincoln County , MO
|
|
740
|
|
|
149
|
|
|
800
|
|
|
188
|
|
|
—
|
|
|
149
|
|
|
800
|
|
|
188
|
|
|
1,137
|
|
|
(123
|
)
|
|
10/14/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Wilmington, IL
|
|
903
|
|
|
161
|
|
|
1,078
|
|
|
160
|
|
|
—
|
|
|
161
|
|
|
1,078
|
|
|
160
|
|
|
1,399
|
|
|
(152
|
)
|
|
10/07/15
|
|
2015
|
|
40 yrs
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Retail Property in Danville, IL
|
|
740
|
|
|
158
|
|
|
870
|
|
|
132
|
|
|
—
|
|
|
158
|
|
|
870
|
|
|
132
|
|
|
1,160
|
|
|
(116
|
)
|
|
10/07/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Moultrie, GA
|
|
932
|
|
|
170
|
|
|
962
|
|
|
173
|
|
|
—
|
|
|
170
|
|
|
962
|
|
|
173
|
|
|
1,305
|
|
|
(189
|
)
|
|
09/22/15
|
|
2014
|
|
44 yrs
|
||||||||||
Retail Property in Rose Hill, NC
|
|
1,002
|
|
|
245
|
|
|
972
|
|
|
203
|
|
|
—
|
|
|
245
|
|
|
972
|
|
|
203
|
|
|
1,420
|
|
|
(183
|
)
|
|
09/22/15
|
|
2014
|
|
44 yrs
|
||||||||||
Retail Property in Rockingham, NC
|
|
823
|
|
|
73
|
|
|
922
|
|
|
163
|
|
|
—
|
|
|
73
|
|
|
922
|
|
|
163
|
|
|
1,158
|
|
|
(164
|
)
|
|
09/22/15
|
|
2014
|
|
44 yrs
|
||||||||||
Retail Property in Biscoe, NC
|
|
861
|
|
|
147
|
|
|
905
|
|
|
164
|
|
|
—
|
|
|
147
|
|
|
905
|
|
|
164
|
|
|
1,216
|
|
|
(167
|
)
|
|
09/22/15
|
|
2014
|
|
44 yrs
|
||||||||||
Retail Property in De Soto, IA
|
|
705
|
|
|
139
|
|
|
796
|
|
|
176
|
|
|
—
|
|
|
139
|
|
|
796
|
|
|
176
|
|
|
1,111
|
|
|
(133
|
)
|
|
09/08/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Kerrville, TX
|
|
768
|
|
|
186
|
|
|
849
|
|
|
200
|
|
|
—
|
|
|
186
|
|
|
849
|
|
|
200
|
|
|
1,235
|
|
|
(166
|
)
|
|
08/28/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Floresville, TX
|
|
815
|
|
|
268
|
|
|
828
|
|
|
216
|
|
|
—
|
|
|
268
|
|
|
828
|
|
|
216
|
|
|
1,312
|
|
|
(168
|
)
|
|
08/28/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Minot, ND
|
|
4,698
|
|
|
1,856
|
|
|
4,472
|
|
|
618
|
|
|
—
|
|
|
1,856
|
|
|
4,472
|
|
|
618
|
|
|
6,946
|
|
|
(661
|
)
|
|
08/19/15
|
|
2012
|
|
38 yrs
|
||||||||||
Retail Property in Lebanon, MI
|
|
820
|
|
|
359
|
|
|
724
|
|
|
178
|
|
|
—
|
|
|
359
|
|
|
724
|
|
|
178
|
|
|
1,261
|
|
|
(118
|
)
|
|
08/14/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Effingham County, IL
|
|
820
|
|
|
273
|
|
|
774
|
|
|
205
|
|
|
—
|
|
|
273
|
|
|
774
|
|
|
205
|
|
|
1,252
|
|
|
(137
|
)
|
|
08/10/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Ponce, Puerto Rico
|
|
6,522
|
|
|
1,365
|
|
|
6,662
|
|
|
1,318
|
|
|
—
|
|
|
1,365
|
|
|
6,662
|
|
|
1,318
|
|
|
9,345
|
|
|
(1,006
|
)
|
|
08/03/15
|
|
2012
|
|
37 yrs
|
||||||||||
Retail Property in Tremont, IL
|
|
788
|
|
|
164
|
|
|
860
|
|
|
168
|
|
|
—
|
|
|
164
|
|
|
860
|
|
|
168
|
|
|
1,192
|
|
|
(148
|
)
|
|
06/25/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Pleasanton, TX
|
|
864
|
|
|
311
|
|
|
850
|
|
|
216
|
|
|
—
|
|
|
311
|
|
|
850
|
|
|
216
|
|
|
1,377
|
|
|
(171
|
)
|
|
06/24/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Peoria, IL
|
|
854
|
|
|
180
|
|
|
934
|
|
|
179
|
|
|
—
|
|
|
180
|
|
|
934
|
|
|
179
|
|
|
1,293
|
|
|
(161
|
)
|
|
06/24/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Bridgeport, IL
|
|
821
|
|
|
192
|
|
|
874
|
|
|
175
|
|
|
—
|
|
|
192
|
|
|
874
|
|
|
175
|
|
|
1,241
|
|
|
(149
|
)
|
|
06/24/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Warren, MN
|
|
697
|
|
|
108
|
|
|
825
|
|
|
157
|
|
|
—
|
|
|
108
|
|
|
825
|
|
|
157
|
|
|
1,090
|
|
|
(171
|
)
|
|
06/24/15
|
|
2015
|
|
30 yrs
|
||||||||||
Retail Property in Canyon Lake, TX
|
|
906
|
|
|
291
|
|
|
932
|
|
|
220
|
|
|
—
|
|
|
291
|
|
|
932
|
|
|
220
|
|
|
1,443
|
|
|
(179
|
)
|
|
06/18/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Wheeler, TX
|
|
716
|
|
|
53
|
|
|
887
|
|
|
188
|
|
|
—
|
|
|
53
|
|
|
887
|
|
|
188
|
|
|
1,128
|
|
|
(170
|
)
|
|
06/18/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Aurora, MN
|
|
628
|
|
|
126
|
|
|
709
|
|
|
157
|
|
|
—
|
|
|
126
|
|
|
709
|
|
|
157
|
|
|
992
|
|
|
(121
|
)
|
|
06/18/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Red Oak, IA
|
|
779
|
|
|
190
|
|
|
839
|
|
|
179
|
|
|
—
|
|
|
190
|
|
|
839
|
|
|
179
|
|
|
1,208
|
|
|
(178
|
)
|
|
05/07/15
|
|
2014
|
|
35 yrs
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Retail Property in Zapata, TX
|
|
746
|
|
|
62
|
|
|
998
|
|
|
145
|
|
|
—
|
|
|
62
|
|
|
998
|
|
|
145
|
|
|
1,205
|
|
|
(222
|
)
|
|
05/07/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in St. Francis, MN
|
|
733
|
|
|
105
|
|
|
911
|
|
|
163
|
|
|
—
|
|
|
105
|
|
|
911
|
|
|
163
|
|
|
1,179
|
|
|
(217
|
)
|
|
03/26/15
|
|
2014
|
|
35 yrs
|
||||||||||
Retail Property in Yorktown, TX
|
|
785
|
|
|
97
|
|
|
1,005
|
|
|
199
|
|
|
—
|
|
|
97
|
|
|
1,005
|
|
|
199
|
|
|
1,301
|
|
|
(235
|
)
|
|
03/25/15
|
|
2015
|
|
35 yrs
|
||||||||||
Retail Property in Battle Lake, MN
|
|
720
|
|
|
136
|
|
|
875
|
|
|
157
|
|
|
—
|
|
|
136
|
|
|
875
|
|
|
157
|
|
|
1,168
|
|
|
(227
|
)
|
|
03/25/15
|
|
2014
|
|
30 yrs
|
||||||||||
Retail Property in Paynesville, MN
|
|
804
|
|
|
246
|
|
|
816
|
|
|
192
|
|
|
—
|
|
|
246
|
|
|
816
|
|
|
192
|
|
|
1,254
|
|
|
(189
|
)
|
|
03/05/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Wheaton, MO
|
|
647
|
|
|
73
|
|
|
800
|
|
|
97
|
|
|
—
|
|
|
73
|
|
|
800
|
|
|
97
|
|
|
970
|
|
|
(160
|
)
|
|
03/05/15
|
|
2015
|
|
40 yrs
|
||||||||||
Retail Property in Rotterdam, NY
|
|
8,934
|
|
|
2,530
|
|
|
7,924
|
|
|
2,165
|
|
|
—
|
|
|
2,530
|
|
|
7,924
|
|
|
2,165
|
|
|
12,619
|
|
|
(3,065
|
)
|
|
03/03/15
|
|
1996
|
|
20 yrs
|
||||||||||
Retail Property in Hilliard, OH
|
|
4,552
|
|
|
654
|
|
|
4,870
|
|
|
860
|
|
|
—
|
|
|
654
|
|
|
4,870
|
|
|
860
|
|
|
6,384
|
|
|
(875
|
)
|
|
03/02/15
|
|
2007
|
|
41 yrs
|
||||||||||
Retail Property in Niles, OH
|
|
3,698
|
|
|
437
|
|
|
4,084
|
|
|
680
|
|
|
—
|
|
|
437
|
|
|
4,084
|
|
|
680
|
|
|
5,201
|
|
|
(729
|
)
|
|
03/02/15
|
|
2007
|
|
41 yrs
|
||||||||||
Retail Property in Youngstown, OH
|
|
3,824
|
|
|
380
|
|
|
4,363
|
|
|
658
|
|
|
—
|
|
|
380
|
|
|
4,363
|
|
|
658
|
|
|
5,401
|
|
|
(797
|
)
|
|
02/20/15
|
|
2005
|
|
40 yrs
|
||||||||||
Retail Property in Kings Mountain, NC
|
|
18,560
|
|
|
1,368
|
|
|
19,533
|
|
|
3,266
|
|
|
4,850
|
|
|
1,368
|
|
|
24,383
|
|
|
3,266
|
|
|
29,017
|
|
|
(5,509
|
)
|
|
01/29/15
|
|
1995
|
|
35 yrs
|
||||||||||
Retail Property in Iberia, MO
|
|
891
|
|
|
130
|
|
|
1,033
|
|
|
165
|
|
|
—
|
|
|
130
|
|
|
1,033
|
|
|
165
|
|
|
1,328
|
|
|
(213
|
)
|
|
01/23/15
|
|
2015
|
|
39 yrs
|
||||||||||
Retail Property in Pine Island, MN
|
|
766
|
|
|
112
|
|
|
845
|
|
|
185
|
|
|
—
|
|
|
112
|
|
|
845
|
|
|
185
|
|
|
1,142
|
|
|
(206
|
)
|
|
01/23/15
|
|
2014
|
|
40 yrs
|
||||||||||
Retail Property in Isle, MN
|
|
720
|
|
|
120
|
|
|
787
|
|
|
171
|
|
|
—
|
|
|
120
|
|
|
787
|
|
|
171
|
|
|
1,078
|
|
|
(198
|
)
|
|
01/23/15
|
|
2014
|
|
40 yrs
|
||||||||||
Retail Property in Jacksonville, NC
|
|
5,653
|
|
|
1,863
|
|
|
5,749
|
|
|
1,020
|
|
|
—
|
|
|
1,863
|
|
|
5,749
|
|
|
1,020
|
|
|
8,632
|
|
|
(1,126
|
)
|
|
01/22/15
|
|
2014
|
|
44 yrs
|
||||||||||
Retail Property in Evansville, IN
|
|
6,397
|
|
|
1,788
|
|
|
6,348
|
|
|
864
|
|
|
—
|
|
|
1,788
|
|
|
6,348
|
|
|
864
|
|
|
9,000
|
|
|
(1,329
|
)
|
|
11/26/14
|
|
2014
|
|
35 yrs
|
||||||||||
Retail Property in Woodland Park, CO
|
|
2,793
|
|
|
668
|
|
|
2,681
|
|
|
620
|
|
|
—
|
|
|
668
|
|
|
2,681
|
|
|
620
|
|
|
3,969
|
|
|
(710
|
)
|
|
11/14/14
|
|
2014
|
|
35 yrs
|
||||||||||
Retail Property in Bellport, NY
|
|
12,797
|
|
|
3,601
|
|
|
12,465
|
|
|
2,034
|
|
|
—
|
|
|
3,601
|
|
|
12,465
|
|
|
2,034
|
|
|
18,100
|
|
|
(2,772
|
)
|
|
11/13/14
|
|
2014
|
|
35 yrs
|
||||||||||
Retail Property in Ankeny, IA
|
|
11,672
|
|
|
3,180
|
|
|
10,513
|
|
|
2,843
|
|
|
—
|
|
|
3,180
|
|
|
10,513
|
|
|
2,843
|
|
|
16,536
|
|
|
(2,445
|
)
|
|
11/04/14
|
|
2013
|
|
39 yrs
|
||||||||||
Retail Property in Springfield, MO
|
|
8,315
|
|
|
3,658
|
|
|
6,296
|
|
|
1,870
|
|
|
—
|
|
|
3,658
|
|
|
6,296
|
|
|
1,870
|
|
|
11,824
|
|
|
(1,597
|
)
|
|
11/04/14
|
|
2011
|
|
37 yrs
|
||||||||||
Retail Property in Cedar Rapids, IA
|
|
7,776
|
|
|
1,569
|
|
|
7,553
|
|
|
1,878
|
|
|
—
|
|
|
1,569
|
|
|
7,553
|
|
|
1,878
|
|
|
11,000
|
|
|
(2,061
|
)
|
|
11/04/14
|
|
2012
|
|
30 yrs
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Retail Property in Fairfield, IA
|
|
7,564
|
|
|
1,132
|
|
|
7,779
|
|
|
1,800
|
|
|
—
|
|
|
1,132
|
|
|
7,779
|
|
|
1,800
|
|
|
10,711
|
|
|
(1,782
|
)
|
|
11/04/14
|
|
2011
|
|
37 yrs
|
||||||||||
Retail Property in Owatonna, MN
|
|
7,085
|
|
|
1,398
|
|
|
7,125
|
|
|
1,564
|
|
|
—
|
|
|
1,398
|
|
|
7,125
|
|
|
1,564
|
|
|
10,087
|
|
|
(1,707
|
)
|
|
11/04/14
|
|
2010
|
|
36 yrs
|
||||||||||
Retail Property in Muscatine, IA
|
|
5,081
|
|
|
1,060
|
|
|
6,636
|
|
|
1,307
|
|
|
—
|
|
|
1,060
|
|
|
6,636
|
|
|
1,307
|
|
|
9,003
|
|
|
(1,694
|
)
|
|
11/04/14
|
|
2013
|
|
29 yrs
|
||||||||||
Retail Property in Sheldon, IA
|
|
3,056
|
|
|
633
|
|
|
3,053
|
|
|
708
|
|
|
—
|
|
|
633
|
|
|
3,053
|
|
|
708
|
|
|
4,394
|
|
|
(729
|
)
|
|
11/04/14
|
|
2011
|
|
37 yrs
|
||||||||||
Retail Property in Memphis, TN
|
|
3,906
|
|
|
1,986
|
|
|
2,800
|
|
|
803
|
|
|
—
|
|
|
1,986
|
|
|
2,800
|
|
|
803
|
|
|
5,589
|
|
|
(1,463
|
)
|
|
10/24/14
|
|
1962
|
|
15 yrs
|
||||||||||
Retail Property in Bennett, CO
|
|
2,482
|
|
|
470
|
|
|
2,503
|
|
|
563
|
|
|
—
|
|
|
470
|
|
|
2,503
|
|
|
563
|
|
|
3,536
|
|
|
(686
|
)
|
|
10/02/14
|
|
2014
|
|
34 yrs
|
||||||||||
Retail Property in Conyers, GA
|
|
22,817
|
|
|
876
|
|
|
27,396
|
|
|
4,258
|
|
|
—
|
|
|
876
|
|
|
27,396
|
|
|
4,258
|
|
|
32,530
|
|
|
(5,349
|
)
|
|
08/28/14
|
|
2014
|
|
45 yrs
|
||||||||||
Retail Property in O'Fallon, IL
|
|
5,682
|
|
|
2,488
|
|
|
5,388
|
|
|
1,064
|
|
|
—
|
|
|
2,488
|
|
|
5,388
|
|
|
1,064
|
|
|
8,940
|
|
|
(2,743
|
)
|
|
08/08/14
|
|
1984
|
|
15 yrs
|
||||||||||
Retail Property in El Centro, CA
|
|
2,981
|
|
|
569
|
|
|
3,133
|
|
|
575
|
|
|
—
|
|
|
569
|
|
|
3,133
|
|
|
575
|
|
|
4,277
|
|
|
(662
|
)
|
|
08/08/14
|
|
2014
|
|
50 yrs
|
||||||||||
Retail Property in Durant, OK
|
|
3,240
|
|
|
594
|
|
|
3,900
|
|
|
498
|
|
|
—
|
|
|
594
|
|
|
3,900
|
|
|
498
|
|
|
4,992
|
|
|
(906
|
)
|
|
01/28/13
|
|
2007
|
|
40 yrs
|
||||||||||
Retail Property in Gallatin, TN
|
|
3,311
|
|
|
1,725
|
|
|
2,616
|
|
|
721
|
|
|
—
|
|
|
1,725
|
|
|
2,616
|
|
|
721
|
|
|
5,062
|
|
|
(812
|
)
|
|
12/28/12
|
|
2007
|
|
40 yrs
|
||||||||||
Retail Property in Mt. Airy, NC
|
|
2,941
|
|
|
729
|
|
|
3,353
|
|
|
621
|
|
|
—
|
|
|
729
|
|
|
3,353
|
|
|
621
|
|
|
4,703
|
|
|
(927
|
)
|
|
12/27/12
|
|
2007
|
|
39 yrs
|
||||||||||
Retail Property in Aiken, SC
|
|
3,873
|
|
|
1,588
|
|
|
3,480
|
|
|
858
|
|
|
—
|
|
|
1,588
|
|
|
3,480
|
|
|
858
|
|
|
5,926
|
|
|
(989
|
)
|
|
12/21/12
|
|
2008
|
|
41 yrs
|
||||||||||
Retail Property in Johnson City, TN
|
|
3,442
|
|
|
917
|
|
|
3,607
|
|
|
739
|
|
|
—
|
|
|
917
|
|
|
3,607
|
|
|
739
|
|
|
5,263
|
|
|
(997
|
)
|
|
12/21/12
|
|
2007
|
|
40 yrs
|
||||||||||
Retail Property in Palmview, TX
|
|
4,524
|
|
|
938
|
|
|
4,837
|
|
|
1,044
|
|
|
—
|
|
|
938
|
|
|
4,837
|
|
|
1,044
|
|
|
6,819
|
|
|
(1,142
|
)
|
|
12/19/12
|
|
2012
|
|
44 yrs
|
||||||||||
Retail Property in Ooltewah, TN
|
|
3,788
|
|
|
903
|
|
|
3,957
|
|
|
843
|
|
|
—
|
|
|
903
|
|
|
3,957
|
|
|
843
|
|
|
5,703
|
|
|
(1,067
|
)
|
|
12/18/12
|
|
2008
|
|
41 yrs
|
||||||||||
Retail Property in Abingdon, VA
|
|
3,042
|
|
|
682
|
|
|
3,733
|
|
|
666
|
|
|
—
|
|
|
682
|
|
|
3,733
|
|
|
666
|
|
|
5,081
|
|
|
(1,017
|
)
|
|
12/18/12
|
|
2006
|
|
41 yrs
|
||||||||||
Retail Property in Wichita, KS
|
|
4,741
|
|
|
1,187
|
|
|
4,850
|
|
|
1,163
|
|
|
—
|
|
|
1,187
|
|
|
4,850
|
|
|
1,163
|
|
|
7,200
|
|
|
(1,718
|
)
|
|
12/14/12
|
|
2012
|
|
34 yrs
|
||||||||||
Retail Property in North Dartmouth, MA
|
|
18,751
|
|
|
7,033
|
|
|
19,745
|
|
|
3,187
|
|
|
—
|
|
|
7,033
|
|
|
19,745
|
|
|
3,187
|
|
|
29,965
|
|
|
(8,892
|
)
|
|
09/21/12
|
|
1989
|
|
20 yrs
|
||||||||||
Retail Property in Vineland, NJ
|
|
13,785
|
|
|
1,482
|
|
|
17,742
|
|
|
3,282
|
|
|
—
|
|
|
1,482
|
|
|
17,742
|
|
|
3,282
|
|
|
22,506
|
|
|
(6,218
|
)
|
|
09/21/12
|
|
2003
|
|
30 yrs
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Retail Property in Saratoga Springs, NY
|
|
12,386
|
|
|
748
|
|
|
13,936
|
|
|
5,538
|
|
|
—
|
|
|
748
|
|
|
13,936
|
|
|
5,538
|
|
|
20,222
|
|
|
(5,826
|
)
|
|
09/21/12
|
|
1994
|
|
27 yrs
|
||||||||||
Retail Property in Waldorf, MD
|
|
11,517
|
|
|
4,933
|
|
|
11,684
|
|
|
2,882
|
|
|
—
|
|
|
4,933
|
|
|
11,684
|
|
|
2,882
|
|
|
19,499
|
|
|
(4,969
|
)
|
|
09/21/12
|
|
1999
|
|
25 yrs
|
||||||||||
Retail Property in Mooresville, NC
|
|
10,807
|
|
|
2,615
|
|
|
12,462
|
|
|
2,566
|
|
|
—
|
|
|
2,615
|
|
|
12,462
|
|
|
2,566
|
|
|
17,643
|
|
|
(5,239
|
)
|
|
09/21/12
|
|
2000
|
|
24 yrs
|
||||||||||
Retail Property in Sennett, NY
|
|
4,678
|
|
|
1,147
|
|
|
4,480
|
|
|
1,848
|
|
|
—
|
|
|
1,147
|
|
|
4,480
|
|
|
1,848
|
|
|
7,475
|
|
|
(2,313
|
)
|
|
09/21/12
|
|
1996
|
|
23 yrs
|
||||||||||
Retail Property in DeLeon Springs, FL
|
|
811
|
|
|
239
|
|
|
782
|
|
|
221
|
|
|
—
|
|
|
239
|
|
|
782
|
|
|
221
|
|
|
1,242
|
|
|
(364
|
)
|
|
08/13/12
|
|
2011
|
|
35 yrs
|
||||||||||
Retail Property in Orange City, FL
|
|
798
|
|
|
229
|
|
|
853
|
|
|
235
|
|
|
—
|
|
|
229
|
|
|
853
|
|
|
235
|
|
|
1,317
|
|
|
(380
|
)
|
|
05/23/12
|
|
2011
|
|
35 yrs
|
||||||||||
Retail Property in Satsuma, FL
|
|
720
|
|
|
79
|
|
|
821
|
|
|
192
|
|
|
—
|
|
|
79
|
|
|
821
|
|
|
192
|
|
|
1,092
|
|
|
(367
|
)
|
|
04/19/12
|
|
2011
|
|
35 yrs
|
||||||||||
Retail Property in Greenwood, AR
|
|
3,380
|
|
|
1,038
|
|
|
3,415
|
|
|
694
|
|
|
—
|
|
|
1,038
|
|
|
3,415
|
|
|
694
|
|
|
5,147
|
|
|
(999
|
)
|
|
04/12/12
|
|
2009
|
|
43 yrs
|
||||||||||
Retail Property in Snellville, GA
|
|
5,298
|
|
|
1,293
|
|
|
5,724
|
|
|
983
|
|
|
—
|
|
|
1,293
|
|
|
5,724
|
|
|
983
|
|
|
8,000
|
|
|
(2,018
|
)
|
|
04/04/12
|
|
2011
|
|
34 yrs
|
||||||||||
Retail Property in Columbia, SC
|
|
5,154
|
|
|
2,148
|
|
|
4,629
|
|
|
1,023
|
|
|
—
|
|
|
2,148
|
|
|
4,629
|
|
|
1,023
|
|
|
7,800
|
|
|
(1,704
|
)
|
|
04/04/12
|
|
2001
|
|
34 yrs
|
||||||||||
Retail Property in Millbrook, AL
|
|
4,556
|
|
|
970
|
|
|
5,972
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|
5,972
|
|
|
—
|
|
|
6,942
|
|
|
(1,460
|
)
|
|
03/28/12
|
|
2008
|
|
32 yrs
|
||||||||||
Retail Property in Pittsfield, MA
|
|
11,057
|
|
|
1,801
|
|
|
11,556
|
|
|
1,344
|
|
|
—
|
|
|
1,801
|
|
|
11,556
|
|
|
1,344
|
|
|
14,701
|
|
|
(3,444
|
)
|
|
02/17/12
|
|
2011
|
|
34 yrs
|
||||||||||
Retail Property in Spartanburg, SC
|
|
3,383
|
|
|
828
|
|
|
2,567
|
|
|
772
|
|
|
—
|
|
|
828
|
|
|
2,567
|
|
|
772
|
|
|
4,167
|
|
|
(1,028
|
)
|
|
01/14/11
|
|
2007
|
|
42 yrs
|
||||||||||
Retail Property in Tupelo, MS
|
|
4,546
|
|
|
1,120
|
|
|
3,070
|
|
|
939
|
|
|
—
|
|
|
1,120
|
|
|
3,070
|
|
|
939
|
|
|
5,129
|
|
|
(1,186
|
)
|
|
08/13/10
|
|
2007
|
|
47 yrs
|
||||||||||
Retail Property in Lilburn, GA
|
|
3,504
|
|
|
1,090
|
|
|
3,673
|
|
|
1,028
|
|
|
—
|
|
|
1,090
|
|
|
3,673
|
|
|
1,028
|
|
|
5,791
|
|
|
(1,370
|
)
|
|
08/12/10
|
|
2007
|
|
47 yrs
|
||||||||||
Retail Property in Douglasville, GA
|
|
4,751
|
|
|
1,717
|
|
|
2,705
|
|
|
987
|
|
|
—
|
|
|
1,717
|
|
|
2,705
|
|
|
987
|
|
|
5,409
|
|
|
(1,081
|
)
|
|
08/12/10
|
|
2008
|
|
48 yrs
|
||||||||||
Retail Property in Elkton, MD
|
|
4,424
|
|
|
963
|
|
|
3,049
|
|
|
860
|
|
|
—
|
|
|
963
|
|
|
3,049
|
|
|
860
|
|
|
4,872
|
|
|
(1,144
|
)
|
|
07/27/10
|
|
2008
|
|
49 yrs
|
||||||||||
Retail Property in Lexington, SC
|
|
4,138
|
|
|
1,644
|
|
|
2,219
|
|
|
869
|
|
|
—
|
|
|
1,644
|
|
|
2,219
|
|
|
869
|
|
|
4,732
|
|
|
(974
|
)
|
|
06/28/10
|
|
2009
|
|
48 yrs
|
||||||||||
Total Net Lease
|
|
523,708
|
|
|
117,542
|
|
|
557,479
|
|
|
117,766
|
|
|
7,419
|
|
|
117,542
|
|
|
564,904
|
|
|
117,763
|
|
|
800,209
|
|
|
(129,335
|
)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Amount at which Carried at Close of Period
|
|
Accumulated Depreciation and Amortization
|
|
Date Acquired
|
|
Year Built
|
|
Life on which Depreciation in Latest Statement of Income is Computed
|
||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building
|
|
Intangibles
|
|
|
Land
|
|
Building
|
|
Intangibles
|
|
Total
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Hotel in San Diego, CA
|
|
33,905
|
|
|
7,469
|
|
|
34,781
|
|
|
—
|
|
|
—
|
|
|
7,469
|
|
|
34,781
|
|
|
—
|
|
|
42,250
|
|
|
(102
|
)
|
|
12/17/19
|
|
1970
|
|
23 yrs
|
||||||||||
Apartments in Fort Worth and Arlington, TX
|
|
—
|
|
|
3,910
|
|
|
19,536
|
|
|
460
|
|
|
—
|
|
|
3,910
|
|
|
19,536
|
|
|
460
|
|
|
23,906
|
|
|
(99
|
)
|
|
12/03/19
|
|
2011
|
|
41 yrs
|
||||||||||
Hotel in Omaha, NE
|
|
—
|
|
|
2,963
|
|
|
15,237
|
|
|
—
|
|
|
—
|
|
|
2,963
|
|
|
15,237
|
|
|
—
|
|
|
18,200
|
|
|
(664
|
)
|
|
02/27/19
|
|
1969
|
|
35 yrs
|
||||||||||
Apartments in Isla Vista, CA
|
|
69,316
|
|
|
36,274
|
|
|
47,694
|
|
|
1,118
|
|
|
549
|
|
|
36,274
|
|
|
48,413
|
|
|
1,118
|
|
|
85,805
|
|
|
(3,185
|
)
|
|
05/01/18
|
|
2009
|
|
42 yrs
|
||||||||||
Warehouse in Lithia Springs, GA
|
|
18,470
|
|
|
2,939
|
|
|
21,527
|
|
|
—
|
|
|
368
|
|
|
2,939
|
|
|
21,921
|
|
|
—
|
|
|
24,860
|
|
|
(1,223
|
)
|
|
03/08/18
|
|
2005
|
|
34 yrs
|
||||||||||
Office in Crum Lynne, PA
|
|
6,027
|
|
|
1,403
|
|
|
7,518
|
|
|
1,666
|
|
|
—
|
|
|
1,403
|
|
|
7,518
|
|
|
1,666
|
|
|
10,587
|
|
|
(687
|
)
|
|
09/29/17
|
|
1999
|
|
35 yrs
|
||||||||||
Apartment Building in Miami, FL
|
|
32,932
|
|
|
12,643
|
|
|
24,533
|
|
|
968
|
|
|
2,578
|
|
|
12,643
|
|
|
26,925
|
|
|
968
|
|
|
40,536
|
|
|
(3,203
|
)
|
|
08/31/17
|
|
1987
|
|
35 yrs
|
||||||||||
Office in Peoria, IL
|
|
—
|
|
|
940
|
|
|
439
|
|
|
1,508
|
|
|
871
|
|
|
1,174
|
|
|
1,310
|
|
|
1,508
|
|
|
3,992
|
|
|
(528
|
)
|
|
10/21/16
|
|
1926
|
|
15 yrs
|
||||||||||
Office in Wayne, NJ
|
|
21,741
|
|
|
2,744
|
|
|
20,212
|
|
|
8,323
|
|
|
—
|
|
|
2,744
|
|
|
20,212
|
|
|
8,323
|
|
|
31,279
|
|
|
(4,369
|
)
|
|
08/04/16
|
|
2009
|
|
45 yrs
|
||||||||||
Shopping Center in Carmel, NY
|
|
—
|
|
|
2,041
|
|
|
3,632
|
|
|
1,033
|
|
|
606
|
|
|
2,041
|
|
|
4,238
|
|
|
1,033
|
|
|
7,312
|
|
|
(1,256
|
)
|
|
10/14/15
|
|
1985
|
|
20 yrs
|
||||||||||
Office in Richmond, VA
|
|
15,495
|
|
|
4,539
|
|
|
12,633
|
|
|
2,707
|
|
|
2,071
|
|
|
4,539
|
|
|
14,707
|
|
|
2,704
|
|
|
21,950
|
|
|
(6,972
|
)
|
|
08/14/14
|
|
1986
|
|
33 yrs
|
||||||||||
Office in Richmond, VA
|
|
72,955
|
|
|
14,632
|
|
|
87,629
|
|
|
17,658
|
|
|
10,006
|
|
|
12,941
|
|
|
85,642
|
|
|
15,696
|
|
|
114,279
|
|
|
(37,256
|
)
|
|
06/07/13
|
|
1984
|
|
41 yrs
|
||||||||||
Office in Oakland County, MI
|
|
18,057
|
|
|
1,147
|
|
|
7,707
|
|
|
9,932
|
|
|
8,173
|
|
|
1,147
|
|
|
15,880
|
|
|
9,932
|
|
|
26,959
|
|
|
(16,956
|
)
|
|
02/01/13
|
|
1989
|
|
35 yrs
|
||||||||||
Total Diversified
|
|
288,898
|
|
|
93,644
|
|
|
303,078
|
|
|
45,373
|
|
|
25,222
|
|
|
92,187
|
|
|
316,320
|
|
|
43,408
|
|
|
451,915
|
|
|
(76,500
|
)
|
|
|
|
|
|
|
||||||||||
Condominium in Miami, FL
|
|
—
|
|
|
10,487
|
|
|
67,895
|
|
|
1,618
|
|
|
1,522
|
|
|
226
|
|
|
1,781
|
|
|
32
|
|
|
2,039
|
|
|
(247
|
)
|
|
11/21/13
|
|
2010
|
|
47 yrs
|
||||||||||
Total Condominium
|
|
—
|
|
|
10,487
|
|
|
67,895
|
|
|
1,618
|
|
|
1,522
|
|
|
226
|
|
|
1,781
|
|
|
32
|
|
|
2,039
|
|
(1)
|
(247
|
)
|
|
|
|
|
|
|
||||||||||
Total Real Estate
|
|
$
|
812,606
|
|
|
$
|
221,673
|
|
|
$
|
928,452
|
|
|
$
|
164,757
|
|
|
$
|
34,163
|
|
|
$
|
209,955
|
|
|
$
|
883,005
|
|
|
$
|
161,203
|
|
|
$
|
1,254,163
|
|
(2)
|
$
|
(206,082
|
)
|
|
|
|
|
|
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
||||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2018
|
|
$
|
1,171,960
|
|
|
$
|
1,126,443
|
|
|
$
|
45,517
|
|
Improvements and additions
|
|
29,135
|
|
|
29,103
|
|
|
32
|
|
|||
Acquisitions through foreclosures
|
|
84,356
|
|
|
84,356
|
|
|
—
|
|
|||
Dispositions
|
|
(29,938
|
)
|
|
(24,587
|
)
|
|
(5,351
|
)
|
|||
Impairments
|
|
(1,350
|
)
|
|
(1,350
|
)
|
|
—
|
|
|||
Balance at December 31, 2019
|
|
$
|
1,254,163
|
|
|
$
|
1,213,965
|
|
|
$
|
40,198
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
||||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2017
|
|
$
|
1,193,104
|
|
|
$
|
1,135,358
|
|
|
$
|
57,746
|
|
Improvements and additions
|
|
131,294
|
|
|
130,969
|
|
|
325
|
|
|||
Dispositions
|
|
(152,438
|
)
|
|
(139,884
|
)
|
|
(12,554
|
)
|
|||
Balance at December 31, 2018
|
|
$
|
1,171,960
|
|
|
$
|
1,126,443
|
|
|
$
|
45,517
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
||||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2016
|
|
$
|
944,346
|
|
|
$
|
901,797
|
|
|
$
|
42,549
|
|
Improvements and additions
|
|
270,551
|
|
|
233,561
|
|
|
36,990
|
|
|||
Dispositions
|
|
(21,793
|
)
|
|
—
|
|
|
(21,793
|
)
|
|||
Balance at December 31, 2017
|
|
$
|
1,193,104
|
|
|
$
|
1,135,358
|
|
|
$
|
57,746
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
||||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2018
|
|
$
|
173,938
|
|
|
$
|
173,107
|
|
|
$
|
831
|
|
Reclassification of intangibles to accumulated amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions
|
|
39,231
|
|
|
39,149
|
|
|
82
|
|
|||
Dispositions
|
|
(7,087
|
)
|
|
(6,433
|
)
|
|
(654
|
)
|
|||
Balance at December 31, 2019
|
|
$
|
206,082
|
|
|
$
|
205,823
|
|
|
$
|
259
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
||||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2017
|
|
$
|
161,063
|
|
|
$
|
159,138
|
|
|
$
|
1,925
|
|
Additions
|
|
42,532
|
|
|
42,246
|
|
|
286
|
|
|||
Dispositions
|
|
(29,657
|
)
|
|
(28,277
|
)
|
|
(1,380
|
)
|
|||
Balance at December 31, 2018
|
|
$
|
173,938
|
|
|
$
|
173,107
|
|
|
$
|
831
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
||||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2016
|
|
$
|
122,008
|
|
|
$
|
118,630
|
|
|
$
|
3,378
|
|
Additions
|
|
41,332
|
|
|
40,508
|
|
|
824
|
|
|||
Dispositions
|
|
(2,277
|
)
|
|
—
|
|
|
(2,277
|
)
|
|||
Balance at December 31, 2017
|
|
$
|
161,063
|
|
|
$
|
159,138
|
|
|
$
|
1,925
|
|
|
(1)
|
Interest rates as of December 31, 2019.
|
(2)
|
IO = Interest only.
|
(3)
|
As of December 31, 2019, includes two of the Company’s loans, with a single borrower, with a carrying value of $26.9 million (net of a $2.7 million allowance for loan losses), one loan with a carrying value of $23.6 million (net of a $2.0 million allowance for loan losses) and one loan, with a carrying value of $61.5 million (for which no provision was considered necessary). Refer to Allowance for Loan Losses and Non-Accrual Status in Note 3, Mortgage Loan Receivables, to the consolidated financial statements.
|
(4)
|
The aggregate cost for U.S. federal income tax purposes is $3.4 billion.
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
||||||||||||||
|
Mortgage loans held by consolidated subsidiaries
|
|
Mortgage loans transferred but not considered sold
|
|
Allowance for loan losses
|
|
Mortgage loan
receivables held
for sale
|
|
Total Mortgage loan
receivables
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance December 31, 2018
|
$
|
3,318,390
|
|
|
$
|
—
|
|
|
$
|
(17,900
|
)
|
|
$
|
182,439
|
|
|
$
|
3,482,929
|
|
Origination of mortgage loan receivables
|
1,452,049
|
|
|
—
|
|
|
—
|
|
|
946,178
|
|
|
2,398,227
|
|
|||||
Purchases of mortgage loan receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
9,934
|
|
|
9,934
|
|
|||||
Repayment of mortgage loan receivables
|
(1,531,551
|
)
|
|
—
|
|
|
—
|
|
|
(795
|
)
|
|
(1,532,346
|
)
|
|||||
Proceeds from sales of mortgage loan receivables
|
—
|
|
|
(15,504
|
)
|
|
—
|
|
|
(1,008,853
|
)
|
|
(1,024,357
|
)
|
|||||
Non-cash disposition of loan via foreclosure
|
(45,529
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,529
|
)
|
|||||
Realized gain on sale of mortgage loan receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
54,758
|
|
|
54,758
|
|
|||||
Transfer between held for investment and held for sale
|
45,832
|
|
|
15,504
|
|
|
—
|
|
|
(61,336
|
)
|
|
—
|
|
|||||
Accretion/amortization of discount, premium and other fees
|
17,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,845
|
|
|||||
Loan loss provision
|
—
|
|
|
—
|
|
|
(2,600
|
)
|
|
—
|
|
|
(2,600
|
)
|
|||||
Balance December 31, 2019
|
$
|
3,257,036
|
|
|
$
|
—
|
|
|
$
|
(20,500
|
)
|
|
$
|
122,325
|
|
|
$
|
3,358,861
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
||||||||||
|
Mortgage loans held by consolidated subsidiaries
|
|
Allowance for loan losses
|
|
Mortgage loan
receivables held
for sale
|
|
Total Mortgage loan
receivables
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance December 31, 2017
|
$
|
3,282,462
|
|
|
$
|
(4,000
|
)
|
|
$
|
230,180
|
|
|
$
|
3,508,642
|
|
Origination of mortgage loan receivables
|
1,478,771
|
|
|
—
|
|
|
1,297,221
|
|
|
2,775,992
|
|
||||
Purchases of mortgage loan receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Repayment of mortgage loan receivables
|
(1,518,066
|
)
|
|
—
|
|
|
(14,242
|
)
|
|
(1,532,308
|
)
|
||||
Proceeds from sales of mortgage loan receivables
|
—
|
|
|
—
|
|
|
(1,291,828
|
)
|
|
(1,291,828
|
)
|
||||
Non-cash disposition of loan via foreclosure
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Realized gain on sale of mortgage loan receivables
|
—
|
|
|
—
|
|
|
16,511
|
|
|
16,511
|
|
||||
Transfer between held for investment and held for sale
|
55,403
|
|
|
—
|
|
|
(55,403
|
)
|
|
—
|
|
||||
Accretion/amortization of discount, premium and other fees
|
19,820
|
|
|
—
|
|
|
—
|
|
|
19,820
|
|
||||
Loan loss provision
|
—
|
|
|
(13,900
|
)
|
|
—
|
|
|
(13,900
|
)
|
||||
Balance December 31, 2018
|
$
|
3,318,390
|
|
|
$
|
(17,900
|
)
|
|
$
|
182,439
|
|
|
$
|
3,482,929
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
||||||||||
|
Mortgage loans held by consolidated subsidiaries
|
|
Allowance for loan losses
|
|
Mortgage loan
receivables held
for sale
|
|
Total Mortgage loan
receivables
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance December 31, 2016
|
$
|
2,000,095
|
|
|
$
|
(4,000
|
)
|
|
$
|
357,882
|
|
|
$
|
2,353,977
|
|
Origination of mortgage loan receivables
|
1,407,669
|
|
|
—
|
|
|
1,465,635
|
|
|
2,873,304
|
|
||||
Purchases of mortgage loan receivables
|
94,079
|
|
|
—
|
|
|
—
|
|
|
94,079
|
|
||||
Repayment of mortgage loan receivables
|
(384,283
|
)
|
|
—
|
|
|
(2,569
|
)
|
|
(386,852
|
)
|
||||
Proceeds from sales of mortgage loan receivables
|
—
|
|
|
—
|
|
|
(1,491,092
|
)
|
|
(1,491,092
|
)
|
||||
Non-cash disposition of loan via foreclosure
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Realized gain on sale of mortgage loan receivables
|
—
|
|
|
—
|
|
|
54,046
|
|
|
54,046
|
|
||||
Transfer between held for investment and held for sale
|
153,722
|
|
|
—
|
|
|
(153,722
|
)
|
|
—
|
|
||||
Accretion/amortization of discount, premium and other fees
|
11,180
|
|
|
—
|
|
|
—
|
|
|
11,180
|
|
||||
Loan loss provision
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance December 31, 2017
|
$
|
3,282,462
|
|
|
$
|
(4,000
|
)
|
|
$
|
230,180
|
|
|
$
|
3,508,642
|
|
(a)1. Consolidated Financial Statements
|
|
|
|
|
|
(a)2. Financial Statement Schedules
|
|
|
|
EXHIBIT INDEX
|
||
|
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
10.12 #
|
|
|
10.13 #
|
|
|
10.14 #
|
|
|
10.15 #
|
|
|
10.16 #
|
|
|
10.17 #
|
|
|
10.18 #
|
|
|
|
||
|
||
|
||
|
||
10.23 #
|
|
|
10.24 #
|
|
|
|
||
|
||
|
||
|
||
32.1*
|
|
|
32.2*
|
|
|
101
|
|
Inline Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018; (ii) the Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017; (iv) the Consolidated Statement of Changes in Equity for the years ended December 31, 2019, 2018 and 2017; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017; and (vi) the Notes to the Consolidated Financial Statements.
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
|
LADDER CAPITAL CORP
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date: February 27, 2020
|
|
By:
|
/s/ MARC FOX
|
|
|
|
Marc Fox
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ BRIAN HARRIS
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 27, 2020
|
Brian Harris
|
|
|
|
|
|
|
|
|
|
/s/ MARC FOX
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 27, 2020
|
Marc Fox
|
|
|
|
|
|
|
|
|
|
/s/ KEVIN MOCLAIR
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
February 27, 2020
|
Kevin Moclair
|
|
|
|
|
|
|
|
|
|
/s/ ALAN FISHMAN
|
|
Non-Executive Chairman and Director
|
|
February 27, 2020
|
Alan Fishman
|
|
|
|
|
|
|
|
|
|
/s/ MARK ALEXANDER
|
|
Director
|
|
February 27, 2020
|
Mark Alexander
|
|
|
|
|
|
|
|
|
|
/s/ DOUGLAS DURST
|
|
Director
|
|
February 27, 2020
|
Douglas Durst
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL MAZZEI
|
|
Director
|
|
February 27, 2020
|
Michael Mazzei
|
|
|
|
|
|
|
|
|
|
/s/ PAMELA MCCORMACK
|
|
Director
|
|
February 27, 2020
|
Pamela McCormack
|
|
|
|
|
|
|
|
|
|
/s/ JEFFREY STEINER
|
|
Director
|
|
February 27, 2020
|
Jeffrey Steiner
|
|
|
|
|
|
|
|
|
|
/s/ DAVID WEINER
|
|
Director
|
|
February 27, 2020
|
David Weiner
|
|
|
|
|
Exact Name of Subsidiaries or Registrant as Specified in their Charter
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
|
Holding Companies
|
|
|
Ladder Capital Finance Holdings LLLP
|
|
Delaware
|
Ladder Capital Insurance LLC (parent of Tuebor Captive Insurance Company LLC)
|
|
Delaware
|
Series REIT of Ladder Capital Finance Holdings LLLP
|
|
Delaware
|
Series TRS of Ladder Capital Finance Holdings LLLP
|
|
Delaware
|
Series REIT of Ladder Midco LLC
|
|
Delaware
|
Series TRS of Ladder Midco LLC
|
|
Delaware
|
Ladder Member Corporation
|
|
Delaware
|
Series REIT of Ladder Midco II LLC
|
|
Delaware
|
Series TRS of Ladder Midco II LLC
|
|
Delaware
|
LC TRS I LLC
|
|
Delaware
|
LC TRS III LLC
|
|
Delaware
|
Tuebor TRS IV LLC
|
|
Michigan
|
|
|
|
Regulated Subsidiaries
|
|
|
Ladder Capital Asset Management LLC
|
|
Delaware
|
Ladder Capital Securities LLC
|
|
Delaware
|
Tuebor Captive Insurance Company LLC
|
|
Michigan
|
|
|
|
REIT Subsidiaries
|
|
|
Tuebor REIT Inc
|
|
Michigan
|
|
|
|
|
|
|
Exact Name of Subsidiaries or Registrant as Specified in their Charter
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
|
|
|
|
Lending/Real Estate Debt-Related Subsidiaries
|
|
|
Community Advancement Finance LLC
|
|
New York
|
Community Advancement Finance II LLC
|
|
Michigan
|
Ladder Capital Finance LLC
|
|
Delaware
|
Series REIT of Ladder Capital Finance I LLC
|
|
Delaware
|
Series TRS of Ladder Capital Finance I LLC
|
|
Delaware
|
Series REIT of Ladder Capital Finance II LLC
|
|
Delaware
|
Series TRS of Ladder Capital Finance II LLC
|
|
Delaware
|
Ladder Capital Finance III Series LLC
|
|
Delaware
|
Ladder Capital Finance VI REIT LLC
|
|
Delaware
|
Ladder Capital Finance VI TRS LLC
|
|
Delaware
|
Ladder Capital Finance VII REIT LLC
|
|
Delaware
|
Ladder Capital Finance VII TRS LLC
|
|
Delaware
|
Ladder Capital Finance VIII MEZZ REIT LLC
|
|
Delaware
|
Ladder Capital Finance VIII MEZZ TRS LLC
|
|
Delaware
|
Ladder Capital Finance VIII REIT LLC
|
|
Delaware
|
Ladder Capital Finance VIII TRS LLC
|
|
Delaware
|
Ladder Capital Finance Portfolio II LLC
|
|
Delaware
|
Ladder Capital Realty II LLC
|
|
Delaware
|
Ladder Corporate Revolver I LLC
|
|
Delaware
|
LMEZZ 250 W90 LLC
|
|
Delaware
|
Tuebor TRS II LLC
|
|
Michigan
|
Tuebor REIT Sub LLC
|
|
Michigan
|
|
|
|
Securities Subsidiaries
|
|
|
Ladder Capital Finance Portfolio LLC
|
|
Delaware
|
Ladder Capital Finance Portfolio III Ltd
|
|
Cayman Islands
|
Ladder Capital Realty CMBS IV LLC
|
|
Delaware
|
Tuebor Securities LLC
|
|
Michigan
|
|
|
|
Real Estate/Real Estate-Related Subsidiaries
|
|
|
24 Second Avenue Holdings LLC
|
|
New York
|
24 Second Avenue JV Member LLC
|
|
Delaware
|
24 Second Avenue Owner LLC
|
|
Delaware
|
301 Peoria IL LLC
|
|
Delaware
|
1250 North SD, LLC
|
|
Delaware
|
5010 GR Owner LLC
|
|
Delaware
|
Canton Hotel Member LLC
|
|
Delaware
|
Grace Lake II, LLC
|
|
Delaware
|
Grace Lake JV, LLC
|
|
Delaware
|
Grace Lake Mezz LLC
|
|
Delaware
|
Grand Rapids JV LLC
|
|
Delaware
|
Grand Rapids JV Member LLC
|
|
Delaware
|
Exact Name of Subsidiaries or Registrant as Specified in their Charter
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
|
Isla Vista JV LLC
|
|
Delaware
|
Isla Vista JV Member LLC
|
|
Delaware
|
Isla Vista Mezzanine LLC
|
|
Delaware
|
Isla Vista Owner LLC
|
|
Delaware
|
IOP JV LLC
|
|
Delaware
|
IOP JV Member LLC
|
|
Delaware
|
La Cienega JV Member LLC
|
|
Delaware
|
La Cienega JV, LLC
|
|
Delaware
|
LACCBSC LLC
|
|
Delaware
|
LACSVGA LLC
|
|
Delaware
|
Ladder Capital CRE Equity LLC
|
|
Delaware
|
Ladder Grace Lake Member LLC
|
|
Delaware
|
Ladder TRS Equity LLC
|
|
Delaware
|
LAG Memphis LLC
|
|
Delaware
|
LAS Evansville LLC
|
|
Delaware
|
LAS Wichita LLC
|
|
Delaware
|
LBA Tract E Jacksonville FL LLC
|
|
Delaware
|
LBA Tracts C and G Jacksonville FL LLC
|
|
Delaware
|
LBW Bellport LLC
|
|
Delaware
|
LBW Mooresville LLC
|
|
Delaware
|
LBW Portfolio I LLC
|
|
Delaware
|
LBW Rotterdam LLC
|
|
Delaware
|
LBW Saratoga LLC
|
|
Delaware
|
LBW Sennett LLC
|
|
Delaware
|
LBW Vineland LLC
|
|
Delaware
|
LBW Waldorf LLC
|
|
Delaware
|
LBWNDMA LLC
|
|
Delaware
|
LBWPIMA LLC
|
|
Delaware
|
LC Carmel Retail LLC
|
|
Delaware
|
LDG Adrian MO LLC
|
|
Delaware
|
LDG Aroma Park IL LLC
|
|
Delaware
|
LDG Aurora LLC
|
|
Delaware
|
LDG Battle Lake LLC
|
|
Delaware
|
LDG Becker MN LLC
|
|
Delaware
|
LDG Bloomington IL LLC
|
|
Delaware
|
LDG Borger TX LLC
|
|
Delaware
|
LDG Bridgeport IL LLC
|
|
Delaware
|
LDG Canyon Lake GP LLC
|
|
Delaware
|
LDG Canyon Lake LP
|
|
Delaware
|
LDG Cape Girardeau MO LLC
|
|
Delaware
|
LDG Centralia IL LLC
|
|
Delaware
|
LDG Champaign IL LLC
|
|
Delaware
|
LDG Chillicothe IL LLC
|
|
Delaware
|
LDG Carmi IL LLC
|
|
Delaware
|
Exact Name of Subsidiaries or Registrant as Specified in their Charter
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
|
LDG Clinton IN LLC
|
|
Delaware
|
LDG Danville IL LLC
|
|
Delaware
|
LDG De Soto IA LLC
|
|
Delaware
|
LDG Decatur Pershing IL LLC
|
|
Delaware
|
LDG Decatur Sunnyside IL LLC
|
|
Delaware
|
LDG Denver IA LLC
|
|
Delaware
|
LDG Dexter MO LLC
|
|
Delaware
|
LDG Dimmitt TX LLC
|
|
Delaware
|
LDG Dryden MI LLC
|
|
Delaware
|
LDG East Peoria (Meadows) IL LLC
|
|
Delaware
|
LDG Effingham IL LLC
|
|
Delaware
|
LDG Farmington IL LLC
|
|
Delaware
|
LDG Fayette MO LLC
|
|
Delaware
|
LDG Flora Vista NM LLC
|
|
Delaware
|
LDG Floresville TX LLC
|
|
Delaware
|
LDG Foley MN LLC
|
|
Delaware
|
LDG Gladwin MI LLC
|
|
Delaware
|
LDG Hanna City IL LLC
|
|
Delaware
|
LDG Hubbard Lake MI LLC
|
|
Delaware
|
LDG Iberia LLC
|
|
Delaware
|
LDG Isle LLC
|
|
Delaware
|
LDG Jackson MO LLC
|
|
Delaware
|
LDG Jefferson City MO LLC
|
|
Delaware
|
LDG Jesup IA LLC
|
|
Delaware
|
LDG Kawkawlin MI LLC
|
|
Delaware
|
LDG Kerrville TX LLC
|
|
Delaware
|
LDG Kincheloe MI LLC
|
|
Delaware
|
LDG Kirbyville MO LLC
|
|
Delaware
|
LDG Lamar MO LLC
|
|
Delaware
|
LDG Lebanon MO LLC
|
|
Delaware
|
LDG Linn MO LLC
|
|
Delaware
|
LDG Mercedes TX LLC
|
|
Delaware
|
LDG Milford IA LLC
|
|
Delaware
|
LDG Montrose MN LLC
|
|
Delaware
|
LDG Moscow Mills MO LLC
|
|
Delaware
|
LDG Mountain Grove MO LLC
|
|
Delaware
|
LDG Odgen IA LLC
|
|
Delaware
|
LDG Pawnee IL LLC
|
|
Delaware
|
LDG Paynesville LLC
|
|
Delaware
|
LDG Peoria IL LLC
|
|
Delaware
|
LDG Peoria SW Ave IL LLC
|
|
Delaware
|
LDG Philo IL LLC
|
|
Delaware
|
LDG Pine Island LLC
|
|
Delaware
|
LDG Pleasanton TX GP LLC
|
|
Delaware
|
Exact Name of Subsidiaries or Registrant as Specified in their Charter
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
|
LDG Pleasanton TX LP
|
|
Delaware
|
LDG Port O’Connor TX LLC
|
|
Delaware
|
LDG Poseyville IN LLC
|
|
Delaware
|
LDG Rantoul IL LLC
|
|
Delaware
|
LDG Red Oak LLC
|
|
Delaware
|
LDG Rice MN LLC
|
|
Delaware
|
LDG Ridgedale MO LLC
|
|
Delaware
|
LDG Rockford MN LLC
|
|
Delaware
|
LDG Rolla MO LLC
|
|
Delaware
|
LDG Saginaw 1300 MI LLC
|
|
Delaware
|
LDG San Antonio TX LLC
|
|
Delaware
|
LDG Shelbyville IL LLC
|
|
Delaware
|
LDG Springfield IL LLC
|
|
Delaware
|
LDG St Charles MN LLC
|
|
Delaware
|
LDG St Francis LLC
|
|
Delaware
|
LDG Sullivan IL LLC
|
|
Delaware
|
LDG Tremont IL LLC
|
|
Delaware
|
LDG Troy MO LLC
|
|
Delaware
|
LDG Union MO LLC
|
|
Delaware
|
LDG Wabasha MN LLC
|
|
Delaware
|
LDG Wardsville MO LLC
|
|
Delaware
|
LDG Warren LLC
|
|
Delaware
|
LDG Wheaton LLC
|
|
Delaware
|
LDG Wheeler GP LLC
|
|
Delaware
|
LDG Wheeler LP
|
|
Delaware
|
LDG Wilmington IL LLC
|
|
Delaware
|
LDG Winterset IA LLC
|
|
Delaware
|
LDG Wonder Lake IL LLC
|
|
Delaware
|
LDG Yorktown LP
|
|
Delaware
|
LDG Zapata LP
|
|
Delaware
|
LDGDSFL LLC
|
|
Delaware
|
LDGOCFL LLC
|
|
Delaware
|
LDGSSFL LLC
|
|
Delaware
|
LFD Albion PA LLC
|
|
Delaware
|
LFD Biscoe NC LLC
|
|
Delaware
|
LFD Malone NY LLC
|
|
Delaware
|
LFD Moultrie GA LLC
|
|
Delaware
|
LFD Mt Vernon AL LLC
|
|
Delaware
|
LFD Radford VA LLC
|
|
Delaware
|
LFD Rockingham NC LLC
|
|
Delaware
|
LFD Rose Hill NC LLC
|
|
Delaware
|
LFD Rural Retreat VA LLC
|
|
Delaware
|
LHB Kings Mountain LLC
|
|
Delaware
|
LHL Jacksonville LLC
|
|
Delaware
|
Exact Name of Subsidiaries or Registrant as Specified in their Charter
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
|
LHP Conyers LLC
|
|
Delaware
|
LHPS Grove OK LLC
|
|
Delaware
|
LHV Ankeny LLC
|
|
Delaware
|
LHV Cedar Rapids LLC
|
|
Delaware
|
LHV Fairfield LLC
|
|
Delaware
|
LHV Muscatine LLC
|
|
Delaware
|
LHV Owatonna LLC
|
|
Delaware
|
LHV Sheldon LLC
|
|
Delaware
|
LHV Springfield LLC
|
|
Delaware
|
Lithia Springs, LLC
|
|
Delaware
|
Lithia Springs JV Member LLC
|
|
Delaware
|
Lithia Springs Holdings, LLC
|
|
Delaware
|
Lingerfelt Office Properties II LLC
|
|
Delaware
|
Lingerfelt Office Properties LLC
|
|
Delaware
|
LKLS Minot ND LLC
|
|
Delaware
|
LRF Ewing NJ LLC
|
|
Delaware
|
LRS Bixby OK LLC
|
|
Delaware
|
LRS Jenks OK LLC
|
|
Delaware
|
LSC Ofallon LLC
|
|
Delaware
|
LSDDT LLC
|
|
Delaware
|
LSHUTA Midtown LLC
|
|
Delaware
|
LSHTCU Edge LLC
|
|
Delaware
|
LTU Crum Lynne PA LLC
|
|
Delaware
|
LVT JV LLC
|
|
Delaware
|
LVT JV Member LLC
|
|
Delaware
|
LVT Owner LLC
|
|
Delaware
|
LWAG Abingdon LLC
|
|
Delaware
|
LWAG Aiken LLC
|
|
Delaware
|
LWAG Durant LLC
|
|
Delaware
|
LWAG Fayetteville NC LLC
|
|
Delaware
|
LWAG Gallatin LLC
|
|
Delaware
|
LWAG Greenwood AR LLC
|
|
Delaware
|
LWAG Hilliard LLC
|
|
Delaware
|
LWAG Johnson City LLC
|
|
Delaware
|
LWAG Millbrook LLC
|
|
Delaware
|
LWAG Mount Airy LLC
|
|
Delaware
|
LWAG Niles LLC
|
|
Delaware
|
LWAG Ooltewah LLC
|
|
Delaware
|
LWAG Palmview LLC
|
|
Delaware
|
LWAG Ponce PR LLC
|
|
Delaware
|
LWAG Youngstown LLC
|
|
Delaware
|
LWAGDVGA LLC
|
|
Delaware
|
LWAGEKMD LLC
|
|
Delaware
|
LWAGLBGA LLC
|
|
Delaware
|
Exact Name of Subsidiaries or Registrant as Specified in their Charter
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
|
LWAGSBSC LLC
|
|
Delaware
|
LWAGLXSC LLC
|
|
Delaware
|
LWAGSBSC LLC
|
|
Delaware
|
LWAGTPMS LLC
|
|
Delaware
|
Nemours JV LLC
|
|
Delaware
|
Nemours JV Member LLC
|
|
Delaware
|
Omaha Hotel Property Owner LLC
|
|
Delaware
|
ONP JV LLC
|
|
Delaware
|
ONP JV Member LLC
|
|
Delaware
|
ONP Owner LLC
|
|
Delaware
|
ONP Rooftop JV LLC
|
|
Delaware
|
ONP Rooftop JV Member LLC
|
|
Delaware
|
Pelham JV Member LLC
|
|
Delaware
|
Pinebrook Associates Holdings, LP
|
|
Delaware
|
Pinebrook Associates GP, LLC
|
|
Delaware
|
Pinebrook JV Member LLC
|
|
Delaware
|
Pinebrook Partners Holdings, LP
|
|
Delaware
|
Pinebrook Property GP, LLC
|
|
Delaware
|
Pinebrook Property Holdings LP
|
|
Delaware
|
ROIF Bloom, LLC
|
|
South Carolina
|
San Diego Hotel Circle Owner, LLC
|
|
Delaware
|
TS Bennett LLC
|
|
Delaware
|
TS EL Centro LLC
|
|
Delaware
|
TS Woodland LLC
|
|
Delaware
|
West Austin Campus LLC
|
|
Delaware
|
West Austin Campus JV LLC
|
|
Delaware
|
West Austin Campus JV Member LLC
|
|
Delaware
|
|
|
|
Securitization-Related Subsidiaries
|
|
|
Ladder Capital Commercial Mortgage Securities LLC (Depositor for Single Asset Securitization)
|
|
Delaware
|
Ladder CRE 1 Parent LLC
|
|
Delaware
|
Ladder CRE 2 Parent LLC
|
|
Delaware
|
Ladder CRE CLO Finance LLC
|
|
Delaware
|
LCCM 2017-FL2 CRE Trust
|
|
Delaware
|
|
|
|
Other Subsidiaries
|
|
|
Ladder Capital Finance Corporation (Co-Issuer of Corporate Debt)
|
|
Delaware
|
Date: February 27, 2020
|
/s/ Brian Harris
|
|
Brian Harris
|
|
Chief Executive Officer (Principal Executive Officer)
|
Date: February 27, 2020
|
/s/ Marc Fox
|
|
Marc Fox
|
|
Chief Financial Officer (Principal Financial Officer)
|
Date: February 27, 2020
|
/s/ Brian Harris
|
|
Brian Harris
|
|
Chief Executive Officer (Principal Executive Officer)
|
Date: February 27, 2020
|
/s/ Marc Fox
|
|
Marc Fox
|
|
Chief Financial Officer (Principal Financial Officer)
|