Liquidity and Capital Resources
The management of our liquidity and capital diversity and allocation strategies is critical to the success and growth of our business. We manage our sources of liquidity to complement our asset composition and to diversify our exposure across multiple capital markets and counterparties.
We require substantial amounts of capital to support our business. The management team, in consultation with our board of directors, establishes our overall liquidity and capital allocation strategies. A key objective of those strategies is to support the execution of our business strategy while maintaining sufficient ongoing liquidity throughout the business cycle to service our financial obligations as they become due. When making funding and capital allocation decisions, members of our senior management consider business performance; the availability of, and costs and benefits associated with, different funding sources; current and expected capital markets and general economic conditions; our asset composition and capital structure; and our targeted liquidity profile and risks relating to our funding needs.
To ensure that Ladder Capital can effectively address the funding needs of the Company on a timely basis, we maintain a diverse array of liquidity sources including (1) cash and cash equivalents; (2) cash generated from operations; (3) proceeds from the issuance of the unsecured bonds; (4) borrowings under repurchase agreements; (5) principal repayments on investments including mortgage loans and securities; (6) borrowings under our revolving credit facility; (7) proceeds from securitizations and sales of loans; (8) proceeds from the sale of securities; (9) proceeds from the sale of real estate; (10) proceeds from the issuance of CLO debt and other non-mark-to-market loan financing; (11) a significant and financeable unencumbered asset base; and (12) proceeds from the issuance of equity capital. We use these funding sources to meet our obligations on a timely basis.
Our primary uses of liquidity are for (1) the funding of loan and real estate-related investments; (2) the repayment of short-term and long-term borrowings and related interest; (3) the funding of our operating expenses; and (4) distributions to our equity investors to comply with the REIT distribution requirements. We require short-term liquidity to fund loans that we originate and hold on our consolidated balance sheet pending sale, including through whole loan sale, participation, or securitization. We generally require longer-term funding to finance the loans and real estate-related investments that we hold for investment. We have historically used the aforementioned funding sources to meet the operating and investment needs as they have arisen and have been able to do so by applying a rigorous approach to long and short-term cash and debt forecasting.
In addition, as a REIT, we are also required to make sufficient dividend payments to our shareholders in amounts at least sufficient to maintain our REIT status. Under IRS guidance, we may elect to pay a portion of our dividends in stock, subject to a cash/stock election by our shareholders, to optimize our level of capital retention. Accordingly, our cash requirement to pay dividends to maintain REIT status could be substantially reduced at the discretion of the board.
Our principal debt financing sources include: (1) long-term senior unsecured notes in the form of corporate bonds, (2) borrowings on both a short- and long-term committed basis, made by Tuebor from the FHLB, (3) long term non-recourse mortgage financing, (4) committed secured funding provided by banks and other lenders, and (5) uncommitted secured funding sources, including asset repurchase agreements with a number of banks.
In the future, we may also use other sources of financing to fund the acquisition of our assets, including credit facilities, warehouse facilities, repurchase facilities and other secured and unsecured forms of borrowing. These financings may be collateralized or non-collateralized, may involve one or more lenders and may accrue interest at either fixed or floating rates. We may also seek to raise further equity capital or issue debt securities in order to fund our future investments.
Refer to our “Financing Strategy in the Current Market Conditions” and “Financial Covenants” for further disclosure surrounding management’s actions under the current market conditions related to the COVID-19 pandemic. Refer to “Our Financing Strategies” for further disclosure of our diverse financing sources and, for a summary of our financial obligations, refer to the Contractual Obligations table below. All of our existing financial obligations due within the following year can be extended for one or more additional years at our discretion, refinanced or repaid at maturity or incurred in the normal course of business (i.e., interest payments/loan funding obligations).
Cash, Cash Equivalents and Restricted Cash
We held cash, cash equivalents and restricted cash of $1.3 billion at December 31, 2020, of which $1.3 billion was unrestricted cash and cash equivalents and $29.9 million was restricted cash. We held cash, cash equivalents and restricted cash of $355.7 million at December 31, 2019, of which $58.2 million was unrestricted cash and cash equivalents and $297.6 million was restricted cash. As the COVID-19 crisis evolved, management implemented a plan to mitigate the uncertainty in financial markets by increasing liquidity and obtaining additional non-recourse and non-mark-to-market financing.
Cash Flows
The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash ($ in thousands):
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Year Ended December 31,
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2020
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2019
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Net cash provided by (used in) operating activities
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$
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111,943
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$
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183,207
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Net cash provided by (used in) investing activities
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1,542,265
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(126,587)
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Net cash provided by (used in) financing activities
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(725,670)
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200,676
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Net increase (decrease) in cash, cash equivalents and restricted cash
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$
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928,538
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$
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257,296
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We experienced a net increase in cash, cash equivalents and restricted cash of $928.5 million for the year ended December 31, 2020 reflecting cash provided by operating activities of $111.9 million, cash provided by investing activities of $1.5 billion and cash used in finance activities of $(725.7) million.
Net cash provided by operating activities of $111.9 million was primarily driven by our mortgage loan receivable held for investment. This included $312.3 million in proceeds from mortgage loan receivables held for sale, partially offset by $(212.8) million of originations of mortgage loans held for sale.
Net cash provided by investing activities of $1.5 billion was driven by $891.7 million of repayment from mortgage loan receivables, $932.2 million of proceeds from sale of real estate securities, $270.5 million of proceeds from the sale of mortgage loan receivables held for investment, partially offset by $(440.6) million in purchases of real estate securities and $(353.7) million of origination of mortgage loans held for investment.
Net cash used in financing activities of $(725.7) million was primarily as a result of net borrowings of $(593.4) million, $(118.9) million of dividends payments, $(17.1) million of shares acquired to satisfy minimum federal and state tax withholdings on restricted stock and $(18.0) million in deferred financing costs, partially offset by $32.0 million of proceeds from issuance of common stock.
We experienced a net increase in cash, cash equivalents and restricted cash of $257.3 million for the year ended December 31, 2019. During the year ended December 31, 2019, we received (i) $1.6 billion of proceeds from repayment of mortgage loans receivable, (ii) $1.0 billion of proceeds from the sales of loans, (iii) $855.6 million of proceeds from the sales of real estate securities, (iv) $491.9 million of repayment of real estate securities and (v) $380.0 million net borrowings under debt obligations. We used the proceeds from these activities to (i) originate $2.4 billion of new loans and (ii) purchase $1.6 billion of real estate securities. The increase in restricted cash at December 31, 2019 was primarily related to cash margin on FHLB borrowings. For discussion surrounding our cash movements for the year ended December 31, 2018, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Cash Flows” of our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC.
Unencumbered Assets
As of December 31, 2020, we held unencumbered cash of $1.3 billion, unencumbered loans of $1.1 billion, unencumbered securities of $49.7 million, unencumbered real estate of $75.9 million and $299.6 million of other assets not secured by any portion of secured indebtedness.
Borrowings under various financing arrangements
Our financing strategies are critical to the success and growth of our business. We manage our leverage policies to complement our asset composition and to diversify our exposure across multiple counterparties. Our borrowings under various financing arrangements as of December 31, 2020 are set forth in the table below ($ in thousands):
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December 31, 2020
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Committed loan repurchase facilities
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$
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255,368
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Committed securities repurchase facility
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149,633
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Uncommitted securities repurchase facilities
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415,836
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Total repurchase facilities
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820,837
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Revolving credit facility
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266,430
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Mortgage loan financing(1)
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766,064
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Secured financing facility (2)
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192,646
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CLO debt(3)
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276,516
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Borrowings from the FHLB
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288,000
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Senior unsecured notes(4)
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1,599,371
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Total debt obligations, net
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$
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4,209,864
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(1)Presented net of premium and unamortized debt issuance costs of $4.3 million as of December 31, 2020.
(2)Presented net of unamortized debt issuance costs of $7.2 million and an unamortized discount of $6.6 million related to the Purchase Right (described in detail under Secured Financing Facility below) at December 31, 2020.
(3)Presented net of unamortized debt issuance costs of $2.6 million as of December 31, 2020.
(4)Presented net of unamortized debt issuance costs of $12.9 million as of December 31, 2020.
The Company’s financing facilities include covenants covering minimum net worth requirements (ranging from $400.0 million to $871.4 million), maximum reductions in net worth over stated time periods, minimum liquidity levels (typically $30.0 million of cash or a higher standard that often allows for the inclusion of different percentages of liquid securities in the determination of compliance with the requirement), maximum leverage ratios (calculated in various ways based on specified definitions of indebtedness and net worth) and a fixed charge coverage ratio of 1.25x, and, in the instance of one lender, an interest coverage ratio of 1.50x, in each case, if certain liquidity thresholds are not satisfied. We were in compliance with all covenants as of December 31, 2020 and 2019. Further, certain of our financing arrangements and loans on our real property are secured by the assets of the Company, including pledges of the equity of certain subsidiaries or the assets of certain subsidiaries. From time to time, certain of these financing arrangements and loans may prohibit certain of our subsidiaries from paying dividends to the Company, from making distributions on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or other assets to the Company or other subsidiaries of the Company.
Committed loan facilities
We are a party to multiple committed loan repurchase agreement facilities, totaling $1.6 billion of credit capacity. As of December 31, 2020, the Company had $255.4 million of borrowings outstanding, with an additional $1.3 billion of committed financing available. As of December 31, 2019, the Company had $702.3 million of borrowings outstanding, with an additional $1.0 billion of committed financing available. Assets pledged as collateral under these facilities are generally limited to whole mortgage loans collateralized by first liens on commercial real estate, mezzanine loans collateralized by equity interests in entities that own commercial real estate, and certain interests in such first mortgage and mezzanine loans. Our repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, and maximum debt/equity ratios. We believe we were in compliance with all covenants as of December 31, 2020.
We have the option to extend some of our existing facilities subject to a number of customary conditions. The lenders have sole discretion with respect to the inclusion of collateral in these facilities, to determine the market value of the collateral on a daily basis, and, if the estimated market value of the included collateral declines, the lenders have the right to require additional collateral or a full and/or partial repayment of the facilities (margin call), sufficient to rebalance the facilities. Typically, the facilities are established with stated guidelines regarding the maximum percentage of the collateral asset’s market value that can be borrowed. We often borrow at a lower percentage of the collateral asset’s value than the maximum leaving us with excess borrowing capacity that can be drawn upon at a later date and/or applied against future margin calls so that they can be satisfied on a cashless basis.
Committed securities facility
We are a party to a term master repurchase agreement with a major U.S. banking institution for CMBS, totaling $788.0 million of credit capacity. As we do in the case of borrowings under committed loan facilities, we often borrow at a lower percentage of the collateral asset’s value than the maximum, leaving us with excess borrowing capacity that can be drawn upon a later date and/or applied against future margin calls so that they can be satisfied on a cashless basis. As of December 31, 2020, the Company had $149.6 million borrowings outstanding, with an additional $638.4 million of committed financing available.
Uncommitted securities facilities
We are a party to multiple master repurchase agreements with several counterparties to finance our investments in CMBS and U.S. Agency Securities. The securities that served as collateral for these borrowings are highly liquid and marketable assets that are typically of relatively short duration. As we do in the case of other secured borrowings, we often borrow at a lower percentage of the collateral asset’s value than the maximum leaving us with excess borrowing capacity that can be drawn upon a later date and/or applied against future margin calls so that they can be satisfied on a cashless basis.
Revolving credit facility
The Company’s revolving credit facility (the “Revolving Credit Facility”) provides for an aggregate maximum borrowing amount of $266.4 million, including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. The Revolving Credit Facility has a current maturity date of February 11, 2022, which may be extended by three 12-month periods subject to the satisfaction of customary conditions, including the absence of default. The Interest on the Revolving Credit Facility is one-month LIBOR plus 3.00% per annum payable monthly in arrears. As of December 31, 2020, the Company had $266.4 million borrowings outstanding.
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries to the extent the pledge is not restricted under existing regulations, law or contractual obligations.
LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of additional debt, liens, restricted payments, sales of assets and affiliate transactions under the Revolving Credit Facility. In addition, under the Revolving Credit Facility, LCFH is required to comply with financial covenants relating to minimum net worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with our other credit facilities. Our ability to borrow under the Revolving Credit Facility will be dependent on, among other things, LCFH’s compliance with the financial covenants. The Revolving Credit Facility contains customary events of default, including non-payment of principal or interest, fees or other amounts, failure to perform or observe covenants, cross-default to other indebtedness, the rendering of judgments against the Company or certain of our subsidiaries to pay certain amounts of money and certain events of bankruptcy or insolvency.
Mortgage loan financing
We generally finance our real estate using long-term non-recourse mortgage financing. During the year ended December 31, 2020, we executed 10 term debt agreements to finance real estate. These non-recourse debt agreements are fixed rate financing at rates ranging from 3.75% to 6.16%, maturing between 2021-2030 and totaling $766.1 million and $812.6 million at December 31, 2020 and 2019, respectively. These long-term non-recourse mortgages include net unamortized premiums of $4.6 million and $5.5 million at December 31, 2020 and 2019, respectively, representing proceeds received upon financing greater than the contractual amounts due under the agreements. The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest method. We recorded $1.2 million, $1.6 million and $1.0 million of premium amortization, which decreased interest expense, for the years ended December 31, 2020, 2019 and 2018, respectively. The loans are collateralized by real estate and related lease intangibles, net, of $909.4 million and $988.9 million as of December 31, 2020 and 2019, respectively.
Secured financing facility
On April 30, 2020, the Company entered into a strategic financing arrangement (the “Agreement”) with an American multinational corporation (the “Lender”), under which the Lender will provide the Company with approximately $206.4 million in senior secured financing (the “Secured Financing Facility”) to fund transitional and land loans. The Secured Financing Facility is secured on a first lien basis on a portfolio of certain of the Company’s loans and will mature on May 6, 2023, and borrowings thereunder bear interest at LIBOR (or a minimum of 0.75% if greater) plus 10.0%, with a minimum interest premium of approximately $39.2 million minus the aggregate sum of all interest payments made under the Secured Financing Facility prior to the date of payment of the minimum interest premium, which is payable upon the earlier of maturity or repayment in full of the loan. The Senior Financing Facility is non-recourse, subject to limited exceptions, and does not contain mark-to-market provisions. Additionally, the Senior Financing Facility provides the Company optionality to modify or restructure loans or forbear in exercising remedies, which maximizes the Company’s financial flexibility.
As part of the strategic financing, the Lender also had the ability to make an equity investment in the Company of up to 4.0 million Class A common shares at $8.00 per share, subject to certain adjustments (the “Purchase Right”). The Purchase Right was exercised in full at $8.00 per share on December 29, 2020. The Lender has agreed not to sell, transfer, assign, pledge, hypothecate, mortgage, dispose of or in any way encumber the shares acquired as a result of exercising the Purchase Right for a period of time following the exercise date. In connection with the issuance of the Purchase Right, the Company and the Lender entered into a registration rights agreement, pursuant to which the Company has agreed to provide customary demand and piggyback registration rights to the Lender.
The Purchase Right was classified as equity. The $200.9 million of net proceeds from the original issuance were allocated $192.5 million to the originally issued debt obligation and $8.4 million to the Purchase Right using the relative fair value method. The commitment to issue shares will not be subsequently remeasured. The $8.4 million allocated to the Purchase Right is being treated as a discount to the debt and amortized over the life of the Purchase Right to interest expense.
As of December 31, 2020, the Company had $192.6 million of borrowings outstanding under the secured financing facility included in debt obligations on its consolidated balance sheets, net of unamortized debt issuance costs of $7.2 million and an $6.6 million unamortized discount related to the Purchase Right.
CLO debt
On April 27, 2020, a consolidated subsidiary of the Company completed a private CLO transaction with a major U.S. bank which generated $310.2 million of gross proceeds to Ladder, financing $481.3 million of loans (“Contributed Loans”) at a 64.5% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained a 35.5% subordinate and controlling interest in the CLO. The Company retained control over major decisions made with respect to the administration of the Contributed Loans, including broad discretion in managing these loans in light of the COVID-19 pandemic, and has the ability to appoint the special servicer under the CLO. Proceeds from the transaction were used to pay off other secured debt including bank and FHLB financing that was subject to mark-to-market provisions. The CLO is a VIE and the Company was the primary beneficiary and, therefore, consolidated the VIE - See Note 10, Consolidated Variable Interest Entities.
As of December 31, 2020, the Company had $276.5 million of matched term, non-mark-to-market and non-recourse basis CLO debt included in debt obligations on its consolidated balance sheets. Unamortized debt issuance costs of $2.6 million were included in CLO debt as of December 31, 2020.
FHLB financing
On July 11, 2012, Tuebor became a member of the FHLB. As of December 31, 2020, Tuebor had $288.0 million of borrowings outstanding (with an additional $1.2 billion of committed term financing available) from the FHLB, with terms of overnight to 3.75 years, interest rates of 0.41% to 2.74%, and advance rates of 45.0% to 95.7% on eligible collateral, including cash collateral. As of December 31, 2020, collateral for the borrowings was comprised of $280.1 million of CMBS and U.S. Agency Securities and $108.3 million of first mortgage commercial real estate loans. The weighted-average borrowings were $578.6 million for the year ended December 31, 2020. On December 6, 2017, Tuebor’s advance limit was updated by the FHLB to the lowest of a Set Dollar Limit ($2.0 billion), 40% of Tuebor’s total assets or 150% of the Company’s total equity. Beginning April 1, 2020 through December 31, 2020, the Set Dollar Limit will be $1.5 billion. Beginning January 1, 2021 through February 19, 2021, the Set Dollar Limit will be $750.0 million. Tuebor is well-positioned to meet its obligations and pay down its advances in accordance with the scheduled reduction in the Set Dollar Limit, which remains subject to revision by the FHLB or as a result of any future changes in applicable regulations.
As of December 31, 2019, Tuebor had $1.1 billion of borrowings outstanding (with an additional $872.3 million of committed term financing available) from the FHLB, with terms of overnight to 4.75 years, interest rates of 1.47% to 2.95%, and advance rates of 60.8% to 100% on eligible collateral, including cash collateral. As of December 31, 2019, collateral for the borrowings was comprised of $432.0 million of CMBS and U.S. Agency Securities and $675.2 million of first mortgage commercial real estate loans. The weighted-average borrowings were $1.2 billion for the year ended December 31, 2019.
FHLB advances amounted to 6.8% of the Company’s outstanding debt obligations as of December 31, 2020.
There is no assurance that the FHFA or the FHLB will not take actions that could adversely impact Tuebor’s membership in the FHLB and its existing advances.
Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only be made with regulatory approval. However, there can be no assurance that we would obtain such approval if sought. Largely as a result of this restriction, approximately $2.1 billion of the member’s capital was restricted from transfer via dividend to Tuebor’s parent without prior approval of state insurance regulators at December 31, 2020. To facilitate intercompany cash funding of operations and investments, Tuebor and its parent maintain regulator-approved intercompany borrowing/lending agreements.
Senior unsecured notes
As of December 31, 2020, the Company had $1.6 billion of unsecured corporate bonds outstanding. These unsecured financings were comprised of $146.7 million in aggregate principal amount of 5.875% senior notes due 2021, $465.9 million in aggregate principal amount of 5.25% senior notes due 2022, $348.0 million in aggregate principal amount of 5.25% senior notes due 2025 and $651.8 million in aggregate principal amount of 4.25% senior notes due 2027. As a result of the Company’s financing and liquidity measures implemented to date as a direct response to the COVID-19 pandemic, Ladder repurchased an aggregate principal of these notes of $139.1 million, recognizing a gain on extinguishment of debt of $19.0 million, offset by accelerated deferred financing cost amortization of $1.5 million during the three months ended June 30, 2020.
LCFH issued the Notes with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is a 100% owned finance subsidiary of Series TRS of LCFH with no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the Notes. The Company and certain subsidiaries of LCFH currently guarantee the obligations under the Notes and the indenture. The Company is the general partner of LCFH and, through LCFH and its subsidiaries, operates the Ladder Capital business. As of December 31, 2020, the Company has a 100.0% economic and voting interest in LCFH and controls the management of LCFH as a result of its ability to appoint board members. Accordingly, the Company consolidates the financial results of LCFH. In addition, the Company, through certain subsidiaries which are treated as TRSs, is indirectly subject to U.S. federal, state and local income taxes. Other than federal, state and local income taxes, there are no material differences between the Company’s consolidated financial statements and LCFH’s consolidated financial statements. The Company believes it was in compliance with all covenants of the Notes as of December 31, 2020 and 2019.
Unamortized debt issuance costs of $12.9 million and $8.4 million are included in senior unsecured notes as of December 31, 2020 and 2019, respectively, in accordance with GAAP.
2021 Notes
On August 1, 2014, LCFH issued $300.0 million in aggregate principal amount of 5.875% senior notes due August 1, 2021 (the “2021 Notes”). The 2021 Notes require interest payments semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on February 1, 2015. The 2021 Notes will mature on August 1, 2021. The 2021 Notes are unsecured and are subject to incurrence-based covenants, including limitations on the incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for financings of this type. At any time on or after August 1, 2017, the Company may redeem the 2021 Notes in whole or in part, upon not less than 30 nor more than 60 days’ notice, at redemption prices defined in the indenture governing the 2021 Notes, plus accrued and unpaid interest, if any, to the redemption date. On February 24, 2016, the board of directors authorized the Company to make up to $100.0 million in repurchases of the 2021 Notes from time to time without further approval. On May 2, 2018, the board of the directors authorized the Company to repurchase any or all of the 2021 Notes from time to time without further approval. During the year ended December 31, 2020, the Company retired $119.5 million of principal of the 2021 Notes for a repurchase price of $119.3 million, recognizing a $0.1 million net gain on extinguishment of debt after recognizing $(0.2) million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2020, the remaining $146.7 million in aggregate principal amount of the 2021 Notes was due on August 1, 2021; however, subsequent to year end, the Company redeemed in full its 5.875% Senior Notes due 2021. Refer to Note 21 Subsequent Events for further details.
2022 Notes
On March 16, 2017, LCFH issued $500.0 million in aggregate principal amount of 5.250% senior notes due March 15, 2022 (the “2022 Notes”). The 2022 Notes require interest payments semi-annually in cash in arrears on March 15 and September 15 of each year, beginning on September 15, 2017. The 2022 Notes will mature on March 15, 2022. The 2022 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. At any time on or after September 15, 2021, the 2022 Notes are redeemable at the option of the Company, in whole or in part, upon not less than 15 nor more than 60 days’ notice, without penalty. On May 2, 2018, the board of the directors authorized the Company to repurchase any or all of the 2022 Notes from time to time without further approval. During the year ended December 31, 2020, the Company retired $34.2 million of principal of the 2022 Notes for a repurchase price of $33.2 million, recognizing a $0.7 million net gain on extinguishment of debt after recognizing $(0.2) million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2020, the remaining $465.9 million in aggregate principal amount of the 2022 Notes is due March 15, 2022.
2025 Notes
On September 25, 2017, LCFH issued $400.0 million in aggregate principal amount of 5.250% senior notes due October 1, 2025 (the “2025 Notes”). The 2025 Notes require interest payments semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on April 1, 2018. The 2025 Notes will mature on October 1, 2025. The 2025 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the 2025 Notes, in whole or in part, at any time, or from time to time, prior to their stated maturity upon not less than 15 nor more than 60 days’ notice, at a redemption price as specified in the indenture governing the 2025 Notes, plus accrued and unpaid interest, if any, to the redemption date. On May 2, 2018, the board of the directors authorized the Company to repurchase any or all of the 2025 Notes from time to time without further approval. During the year ended December 31, 2020, the Company retired $52.0 million of principal of the 2025 Notes for a repurchase price of $45.1 million, recognizing a $6.4 million net gain on extinguishment of debt after recognizing $(0.5) million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2020, the remaining $348.0 million in aggregate principal amount of the 2025 Notes is due October 1, 2025.
2027 Notes
On January 30, 2020, LCFH issued $750.0 million in aggregate principal amount of 4.25% senior notes due February 1, 2027. The 2027 Notes require interest payments semi-annually in cash in arrears on August 1 and February 1 of each year, beginning on August 1, 2020. The 2027 Notes will mature on February 1, 2027. The 2027 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the 2027 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on or after February 1, 2023, the Company may redeem the 2027 Notes in whole or in part, upon not less than 15 nor more than 60 days’ notice, at a redemption price defined in the indenture governing the 2027 Notes, plus accrued and unpaid interest, if any, to the redemption date. Net proceeds of the offering were used to repay secured indebtedness. During the year ended December 31, 2020, the Company retired $98.2 million of principal of the 2027 Notes for a repurchase price of $83.9 million, recognizing a $12.9 million net gain on extinguishment of debt after recognizing $(1.3) million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2020, the remaining $651.8 million in aggregate principal amount of the 2027 Notes is due February 1, 2027.
Stock Repurchases
On October 30, 2014, the board of directors authorized the Company to repurchase up to $50.0 million of the Company’s Class A common stock from time to time without further approval. Stock repurchases by the Company are generally made for cash in open market transactions at prevailing market prices but may also be made in privately negotiated transactions or otherwise. The timing and amount of purchases are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. As of December 31, 2020, the Company has a remaining amount available for repurchase of $38.1 million, which represents 3.1% in the aggregate of its outstanding Class A common stock, based on the closing price of $9.78 per share on such date.
The following table is a summary of the Company’s repurchase activity of its Class A common stock during the year ended December 31, 2020 ($ in thousands):
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Shares
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Amount(1)
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Authorizations remaining as of December 31, 2019
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$
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41,132
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Additional authorizations
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—
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Repurchases paid
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384,251
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(3,030)
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Repurchases unsettled
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|
|
|
—
|
|
Authorizations remaining as of December 31, 2020
|
|
|
|
$
|
38,102
|
|
(1)Amount excludes commissions paid associated with share repurchases.
Dividends
In order for the Company to maintain its qualification as a REIT under the Code, it must annually distribute at least 90% of its taxable income. The Company has paid and in the future intends to declare regular quarterly distributions to its shareholders in aggregating to an amount approximating at least 90% of the REIT’s annual net taxable income. Refer to Item 8—”Financial Statements and Supplemental Data—Note 11, Equity Structure and Accounts” for disclosure of dividends declared.
Principal repayments on investments
We receive principal amortization on our loans and securities as part of the normal course of our business. Repayment of mortgage loan receivables provided net cash of $892.1 million for the year ended December 31, 2020 and $1.6 billion for the year ended December 31, 2019. Repayment of real estate securities provided net cash of $146.2 million for the year ended December 31, 2020 and $491.9 million for the year ended December 31, 2019.
Proceeds from securitizations and sales of loans
We sell our conduit mortgage loans to securitization trusts and to other third parties as part of our normal course of business. There were $582.8 million of proceeds from sales of mortgage loans for the year ended December 31, 2020 and $1.0 billion sales of mortgage loans for the year ended December 31, 2019.
Proceeds from the sale of securities
We invest in CMBS, U.S. Agency Securities, corporate bonds and equity securities. Proceeds from sales of securities provided net cash of $932.2 million for the year ended December 31, 2020 and $855.9 million for the year ended December 31, 2019.
Proceeds from the sale of real estate
We own a portfolio of commercial real estate properties as well as residential condominium units. Proceeds from sales of real estate provided net cash of $44.7 million for the year ended December 31, 2020 and $12.1 million for the year ended December 31, 2019.
Proceeds from the issuance of equity
For the year ended December 31, 2020, we raised $32.0 million of proceeds in connection with the issuance of 4.0 million shares of our Class A common stock. For the year ended December 31, 2019, there were no proceeds realized in connection with the issuance of equity. We may issue additional equity in the future.
Other potential sources of financing
In the future, we may also use other sources of financing to fund the acquisition of our assets, including credit facilities, warehouse facilities, repurchase facilities and other secured and unsecured forms of borrowing. These financings may be collateralized or non-collateralized, may involve one or more lenders and may accrue interest at either fixed or floating rates. We may also seek to raise further equity capital or issue debt securities in order to fund our future investments.
Contractual obligations
Contractual obligations as of December 31, 2020 were as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
|
Total
|
Secured financings
|
$
|
1,073,095
|
|
(1)
|
$
|
620,240
|
|
|
$
|
696,391
|
|
|
$
|
232,840
|
|
|
$
|
2,622,566
|
|
Unsecured revolving credit facility
|
266,430
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
266,430
|
|
Senior unsecured notes
|
146,655
|
|
|
465,850
|
|
|
347,956
|
|
|
651,838
|
|
|
1,612,299
|
|
Interest payable(2)
|
115,859
|
|
|
163,269
|
|
|
130,437
|
|
|
64,128
|
|
|
473,693
|
|
Other funding obligations(3)
|
149,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,763
|
|
Payments pursuant to tax receivable agreement (4)
|
899
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
899
|
|
Operating lease obligations
|
1,180
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
1,278
|
|
Total
|
$
|
1,753,881
|
|
|
$
|
1,249,457
|
|
|
$
|
1,174,784
|
|
|
$
|
948,806
|
|
|
$
|
5,126,928
|
|
(1) As more fully disclosed in Note 7, Debt Obligations, Net, these obligations are subject to existing Company controlled extension options for one or more additional one-year periods or could be refinanced by other existing facilities.
(2) Composed of interest on secured financings and on senior unsecured notes. For borrowings with variable interest rates, we used the rates in effect as of December 31, 2020 to determine the future interest payment obligations.
(3) Comprised of our off-balance sheet unfunded commitment to provide additional first mortgage loan financing as of December 31, 2020.
(4) Refer to Note 16, Income Taxes - Tax Receivable Agreement for further details.
The table above does not include amounts due under our derivative agreements as those contracts do not have fixed and determinable payments. Our contractual obligations will be refinanced and/or repaid from earnings as well as amortization and sales of our liquid collateral.
Off-Balance Sheet Arrangements
We have made investments in various unconsolidated joint ventures. See Note 6, Investment in and Advances to Unconsolidated Joint Ventures for further details of our unconsolidated investments. Our maximum exposure to loss from these investments is limited to the carrying value of our investments.
Unfunded Loan Commitments
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our borrowers. These commitments are not reflected on the consolidated balance sheets. As of December 31, 2020, our off-balance sheet arrangements consisted of $148.8 million of unfunded commitments of mortgage loan receivables held for investment, 63% of which additional funds relate to the occurrence of certain “good news” events, such as the owner concluding a lease agreement with a major tenant in the building or reaching some pre-determined net operating income. As of December 31, 2019, our off-balance sheet arrangements consisted of $286.5 million of unfunded commitments of mortgage loan receivables held for investment to provide additional first mortgage loan financing. Such commitments are subject to our borrowers’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. Commitments are subject to our loan borrowers’ satisfaction of certain financial and nonfinancial covenants and may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring. The COVID-19 pandemic has impacted the progress of work generally and, depending on specific property locations, the progress of capital expenditures, construction, and leasing, which have been delayed and/or slower paced than originally anticipated. The progress of those particular projects located in states or local municipalities with continuing restrictions on such activities is anticipated to remain slower to complete than otherwise expected, and the pace of future funding relating to these capital needs has been, and may continue to be, commensurately slower.
Critical Accounting Policies
The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments in certain circumstances that affect amounts reported as assets, liabilities, revenues and expenses. We have established detailed policies and control procedures intended to ensure that valuation methods, including any judgments made as part of such methods, are well controlled, reviewed and applied consistently from period to period. We base our estimates on historical corporate and industry experience and various other assumptions that we believe to be appropriate under the circumstances. The Company’s critical accounting policies are those which require assumptions to be made about matters that are highly uncertain. Different estimates could have a material effect on the Company’s financial results. For all of these estimates, we caution that future events rarely develop exactly as forecasted, and therefore, routinely require adjustment.
During 2020, management reviewed and evaluated these critical accounting estimates and believes they are appropriate. Our significant accounting policies are described in Item 8—“Financial Statements and Supplemental Data—Note 2.” The following is a list of accounting policies that require more significant estimates and judgments:
•Current expected credit losses
•Acquisition of real estate
•Impairment or disposal of long lived assets
•Identified intangible assets and liabilities
•Variable interest entities
•Valuation of financial instruments
The following is a summary of accounting policies that require more significant management estimates and judgments:
Current expected credit losses
The Company uses a current expected credit loss model (“CECL”) for estimating the provision for loan losses on its loan portfolio. The CECL model requires the consideration of possible credit losses over the life of an instrument and includes a portfolio-based component and an asset-specific component. In compliance with the CECL reporting requirements, the Company has supplemented the existing credit monitoring and management processes with additional processes to support the calculation of the CECL reserves. As part of that effort, the Company has engaged a third-party service provider to provide market data and a credit loss model. The credit loss model is a forward-looking, econometric, commercial real estate (“CRE”) loss forecasting tool. It is comprised of a probability of default (“PD”) model and a loss given default (“LGD”) model that, layered together with user’s loan-level data, selected forward-looking macroeconomic variables, and pool-level mean loss rates, produces life of loan expected losses (“EL”) at the loan and portfolio level.
The asset-specific reserve component relates to reserves for losses on individually impaired loans. The Company evaluates each loan for impairment at least quarterly. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If the loan is considered to be impaired, an allowance is recorded to reduce the carrying value of the loan to the present value of the expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, less the estimated costs to sell, if recovery of the Company’s investment is expected solely from the collateral. The Company generally will use the direct capitalization rate valuation methodology or the sales comparison approach to estimate the fair value of the collateral for such loans and in certain cases will obtain external appraisals. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to, cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar properties. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.
The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan at maturity, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel, who utilize various data sources, including (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrowers’ business plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and other market data and ultimately presented to management for approval.
A loan is also considered impaired if its terms are modified in a troubled debt restructuring (“TDR”). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans. Generally, when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional collateral or guarantees and, in some cases, lookback features or equity interests to offset concessions granted should conditions impacting the loan improve. The Company’s determination of credit losses is impacted by TDRs whereby loans that have gone through TDRs are considered impaired, assessed for specific reserves, and are not included in the Company’s assessment of the CECL reserve. Loans previously restructured under TDRs that subsequently default are reassessed to incorporate the Company’s current assumptions on expected cash flows and additional provision expense is recorded to the extent necessary.
The Company designates non-accrual loans generally when (i) the principal or coupon interest components of loan payments become 90-days past due or (ii) in the opinion of the Company, it is doubtful the Company will be able to collect all amounts due according to the contractual terms of the loan. Interest income on non-accrual loans in which the Company reasonably expects a full recovery of the loan’s outstanding principal balance is recognized when received in cash. Otherwise, income recognition will be suspended and any cash received will be applied as a reduction to the amortized cost. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and future principal and coupon interest are reasonably assured to be received in accordance with the contractual loan terms. A loan will be written off when management has determined it is no longer realizable and deemed non-recoverable.
The provision for loan losses for the years ended December 31, 2020 and 2019 were $18.3 million and $2.6 million, respectively. The allowance for loan losses as of December 31, 2020 and December 31, 2019 were $42.1 million and $20.5 million, respectively.
Acquisition of real estate
We generally acquire real estate assets or land and development assets through purchases and may also acquire such assets through foreclosure or deed-in-lieu of foreclosure in full or partial satisfaction of defaulted loans. Purchased properties are classified as real estate, net or land and development, net on our consolidated balance sheets. When we intend to hold, operate or develop the property for a period of at least 12 months, the asset is classified as real estate, net, and when we intend to market a property for sale in the near term, the asset is classified as real estate held for sale. Upon purchase, the properties are recorded at cost. Foreclosed assets classified as real estate and land and development are initially recorded at their estimated fair value and assets classified as assets held for sale are recorded at their estimated fair value less costs to sell. The excess of the carrying value of the loan over these amounts is charged-off against the reserve for loan losses. In both cases, upon acquisition, tangible and intangible assets and liabilities acquired are recorded at their estimated fair values.
Impairment or disposal of long-lived assets
Real estate assets to be disposed of are reported at the lower of their carrying amount or estimated fair value less costs to sell and are included in real estate held for sale on our consolidated balance sheets. The difference between the estimated fair value less costs to sell and the carrying value will be recorded as an impairment charge. Impairment for real estate assets are included in impairment of assets in our consolidated statements of operations. Once the asset is classified as held for sale, depreciation expense is no longer recorded.
We periodically review real estate to be held and used and land and development assets for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The asset’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the asset (taking into account the anticipated holding period of the asset) is less than the carrying value. Such estimate of cash flows considers factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the asset and reflected as an adjustment to the basis of the asset. Impairments of real estate and land and development assets are recorded in impairment of assets in our consolidated statements of operations.
We had no property classified held for sale at December 31, 2020 or 2019. We did not record any impairments of real estate for any of the years ended December 31, 2020 or 2018. We recorded a $1.4 million impairment of real estate for the year ended December 31, 2019.
Identified intangible assets and liabilities
We record intangible assets and liabilities acquired at their estimated fair values, and determine whether such intangible assets and liabilities have finite or indefinite lives. As of December 31, 2020 and 2019, all such acquired intangible assets and liabilities have finite lives. We amortize finite lived intangible assets and liabilities over the period which the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the business acquired. We review finite lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If we determine the carrying value of an intangible asset is not recoverable we will record an impairment charge to the extent its carrying value exceeds its estimated fair value. Impairments of intangibles are recorded in impairment of assets in our consolidated statements of income.
Variable interest entities
We evaluate our investments and other contractual arrangements to determine if our interests constitute variable interests in a variable interest entity (“VIE”) and if we are the primary beneficiary. There is a significant amount of judgment required to determine if an entity is considered a VIE and if we are the primary beneficiary. We first perform a qualitative analysis, which requires certain subjective decisions regarding our assessment, including, but not limited to, which interests create or absorb variability, the contractual terms, the key decision making powers, impact on the VIE’s economic performance and related party relationships. An iterative quantitative analysis is required if our qualitative analysis proves inconclusive as to whether the entity is a VIE or we are the primary beneficiary and consolidation is required.
Fair value of assets and liabilities
The degree of management judgment involved in determining the fair value of assets and liabilities is dependent upon the availability of quoted market prices or observable market parameters. For financial and nonfinancial assets and liabilities that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, we would use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement.
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Pending Adoption
Our recently adopted accounting pronouncements and recent accounting pronouncements pending adoption are described in Item 8—“Financial Statements and Supplemental Data—Note 2.”
Reconciliation of Non-GAAP Financial Measures
Distributable earnings
For the fourth quarter of 2020, the Company began utilizing distributable earnings, a non-GAAP financial measure, as a supplemental measure of our operating performance. We believe distributable earnings assists investors in comparing our operating performance and our ability to pay dividends across reporting periods on a more relevant and consistent basis by excluding from GAAP earnings certain non-cash expenses and unrealized results as well as eliminating timing differences related to securitization gains and changes in the values of assets and derivatives. In addition, we use distributable earnings: (i) to evaluate our earnings from operations, (ii) because management believes that it may be a useful performance measure for us and (iii) our board of directors considers distributable earnings in determining the amount of quarterly dividends. Distributable earnings replaced our prior presentation of core earnings, and core earnings presentations from prior reporting periods have been recast as distributable earnings.
We define distributable earnings as income before taxes adjusted for: (i) real estate depreciation and amortization; (ii) the impact of derivative gains and losses related to the hedging of assets on our balance sheet as of the end of the specified accounting period; (iii) unrealized gains/(losses) related to our investments in fair value securities and passive interest in unconsolidated joint ventures; (iv) economic gains on loan sales not recognized under GAAP accounting for which risk has substantially transferred during the period and the exclusion of resultant GAAP recognition of the related economics during the subsequent periods; (v) unrealized provision for loan losses and unrealized real estate impairment; (vi) realized provisions for loan losses and realized real estate impairment; (vii) non-cash stock-based compensation; and (viii) certain transactional items. For the purpose of computing distributable earnings, management recognizes loan and real estate losses as being realized generally in the period in which the asset is sold or the Company determines a decline in value to be non-recoverable and the loss to be nearly certain.
For distributable earnings, we include adjustments for economic gains on loan sales not recognized under GAAP accounting for which risk has substantially transferred during the period and exclusion of resultant GAAP recognition of the related economics during the subsequent periods. This adjustment is reflected in distributable earnings when there is a true risk transfer on the mortgage loan transfer and settlement. Historically, this adjustment has represented the impact of economic gains/(discounts) on intercompany loans secured by our own real estate which we had not previously recognized because such gains were eliminated in consolidation. Conversely, if the economic risk was not substantially transferred, no adjustments to net income would be made relating to those transactions for distributable earnings purposes. Management believes recognizing these amounts for distributable earnings purposes in the period of transfer of economic risk is a reasonable supplemental measure of our performance.
As discussed in Note 2 to the consolidated financial statements included elsewhere in this Annual Report, we do not designate derivatives as hedges to qualify for hedge accounting and therefore any net payments under, or fluctuations in the fair value of, our derivatives are recognized currently in our income statement. However, fluctuations in the fair value of the related assets are not included in our income statement. We consider the gain or loss on our hedging positions related to assets that we still own as of the reporting date to be “open hedging positions.” While recognized for GAAP purposes, we exclude the results on the hedges from distributable earnings until the related asset is sold and the hedge position is considered “closed,” whereupon they would then be included in distributable earnings in that period. These are reflected as “Adjustments for unrecognized derivative results” for purposes of computing distributable earnings for the period. We believe that excluding these specifically identified gains and losses associated with the open hedging positions adjusts for timing differences between when we recognize changes in the fair values of our assets and changes in the fair value of the derivatives used to hedge such assets.
As more fully discussed in Note 2 to the consolidated financial statements included elsewhere in this Annual Report, our investments in Agency interest-only securities and equity securities are recorded at fair value with changes in fair value recorded in current period earnings. We believe that excluding these specifically identified gains and losses associated with the fair value securities adjusts for timing differences between when we recognize changes in the fair values of our assets. With regard to securities valuation, distributable earnings includes a decline in fair value deemed to be an other-than-temporary impairment for GAAP purposes only if the decline is determined to be nearly certain to be eventually realized. In those cases, an impairment is included in distributable earnings for the period in which such determination was made.
Our results of operations in the second quarter of 2020 were significantly impacted by the actions we took to generate liquidity and pay down mark-to-market debt in direct response to the unfavorable market conditions that occurred near the onset of the COVID-19 pandemic. The actions taken by management had multiple impacts on distributable earnings for the three months ended June 30, 2020. Management believes the actions taken were prompted by the unusual market conditions and therefore outside of Ladder’s main operations. Management believes adjusting for certain transactional charges/gains related to the impact of COVID-19 on its performance measures provides a more useful guide to assess the ongoing main operations of the Company.
Set forth below is a reconciliation of income (loss) before taxes to distributable earnings ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
2020
|
|
2019
|
Income (loss) before taxes
|
|
|
|
|
$
|
(19,247)
|
|
|
$
|
139,647
|
|
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures (GAAP)(1)
|
|
|
|
|
(5,559)
|
|
|
663
|
|
Our share of real estate depreciation, amortization and gain adjustments (2)
|
|
|
|
|
22,493
|
|
|
27,201
|
|
Adjustments for unrecognized derivative results (3)
|
|
|
|
|
2,738
|
|
|
2,502
|
|
Unrealized (gain) loss on fair value securities
|
|
|
|
|
(225)
|
|
|
(1,927)
|
|
Adjustment for economic gain on loan sales not recognized under GAAP for which risk has been substantially transferred, net of reversal/amortization
|
|
|
|
|
912
|
|
|
(645)
|
|
Adjustment for impairment (4)
|
|
|
|
|
9,125
|
|
|
—
|
|
Non-cash stock-based compensation
|
|
|
|
|
41,761
|
|
|
23,118
|
|
Transactional adjustments (response to COVID-19 and other) (5)
|
|
|
|
|
16,259
|
|
|
—
|
|
Distributable earnings
|
|
|
|
|
$
|
68,257
|
|
|
$
|
190,559
|
|
(1) Prior to the final exchanges of the Continuing LCFH Limited Partners into Class A shares in the third quarter of 2020, we considered the Class A common shareholders of the Company and Continuing LCFH Limited Partners to have had fundamentally equivalent interests in our pre-tax earnings. Accordingly, for purposes of computing distributable earnings we start with pre-tax earnings and adjust for other noncontrolling interest in consolidated joint ventures, but we did not adjust for amounts attributable to noncontrolling interest held by Continuing LCFH Limited Partners. As of December 31, 2020, there are no remaining Continuing LCFH Limited Partners. Amount includes $16 thousand and $31 thousand of net income which are included in net (income) loss attributable to noncontrolling interest in operating partnership on the consolidated statements of income for the years ended December 31, 2020 and 2019, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
The following is a reconciliation of GAAP depreciation and amortization to our share of real estate depreciation, amortization and gain adjustments presented in the computation of distributable earnings in the preceding table ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
Total GAAP depreciation and amortization
|
|
|
|
|
$
|
39,079
|
|
|
$
|
38,511
|
|
|
|
Less: Depreciation and amortization related to non-rental property fixed assets
|
|
|
|
|
(99)
|
|
|
(99)
|
|
|
|
Less: Non-controlling interest in consolidated joint ventures’ share of accumulated depreciation and amortization and unrecognized passive interest in unconsolidated joint ventures
|
|
|
|
|
(2,377)
|
|
|
(2,836)
|
|
|
|
Our share of real estate depreciation and amortization
|
|
|
|
|
36,603
|
|
|
35,576
|
|
|
|
Realized gain from accumulated depreciation and amortization on real estate sold (refer to below)
|
|
|
|
|
(14,677)
|
|
|
(6,997)
|
|
|
|
Less: Non-controlling interest in consolidated joint ventures’ share of accumulated depreciation and amortization on real estate sold
|
|
|
|
|
2,667
|
|
|
84
|
|
|
|
Our share of accumulated depreciation and amortization on real estate sold
|
|
|
|
|
(12,010)
|
|
|
(6,913)
|
|
|
|
Less: Operating lease income on above/below market lease intangible amortization
|
|
|
|
|
(2,100)
|
|
|
(1,462)
|
|
|
|
Our share of real estate depreciation, amortization and gain adjustments
|
|
|
|
|
$
|
22,493
|
|
|
$
|
27,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP gains/losses on sales of real estate include the effects of previously recognized real estate depreciation and amortization. For purposes of distributable earnings, our share of real estate depreciation and amortization is eliminated and, accordingly, the resultant gain/losses also must be adjusted. Following is a reconciliation of the related consolidated GAAP amounts to the amounts reflected in distributable earnings ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
GAAP realized gain (loss) on sale of real estate, net
|
|
|
|
|
$
|
32,102
|
|
|
$
|
1,392
|
|
|
|
Adjusted gain/loss on sale of real estate for purposes of distributable earnings
|
|
|
|
|
(20,092)
|
|
|
5,521
|
|
|
|
Our share of accumulated depreciation and amortization on real estate sold
|
|
|
|
|
$
|
12,010
|
|
|
$
|
6,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
The following is a reconciliation of GAAP net results from derivative transactions to our unrecognized derivative result presented in the computation of distributable earnings in the preceding table ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
Net results from derivative transactions
|
|
|
|
|
$
|
(15,270)
|
|
|
$
|
(30,011)
|
|
|
|
Hedging interest expense
|
|
|
|
|
2,309
|
|
|
2,161
|
|
|
|
Hedging realized result
|
|
|
|
|
10,223
|
|
|
25,348
|
|
|
|
Adjustments for unrecognized derivative results
|
|
|
|
|
$
|
(2,738)
|
|
|
$
|
(2,502)
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
For the year ended December 31, 2020, the Company recorded a total CECL provision for loan loss of $18.3 million, of which $9.2 million was determined to be non-recoverable. The adjustment reflects the portion of such loan loss provision that management has determined to be recoverable. Prior to the January 1, 2020 implementation of CECL, all GAAP provisions for loan loss had been included in the computation of distributable earnings.
|
|
(5)
|
The impact from COVID-19 included adjustments related to the unusual market conditions and actions taken by management in the second quarter of 2020 including: (a) $6.7 million of losses from sales of performing first mortgage loans included in sale of loans, net, (b) $15.4 million of losses from sales of CMBS, (c) $3.7 million of loss from conduit loan sales, (d) $6.5 million of prepayment penalties related to pay downs of mark-to-market debt included in interest expense, (e) $2.1 million of professional fee expenses included in operating expenses and (f) $0.2 million of severance costs included in salaries and employee benefits. The $34.5 million total of the preceding amounts was partially offset by (g) $19.0 million of gains from the repurchase of, and extinguishment of, unsecured corporate bond debt at a discount from par, net of (h) $1.5 million of accelerated premium amortization included in interest expense. The transactional adjustment includes one non-COVID-19 related item pertaining to $0.7 of income related to a tax settlement recognized in the fourth quarter of 2020.
|
|
|
|
|
(b)Set forth below is a reconciliation of the COVID-19 losses from sales of highly rated, relatively short duration CMBS in the second quarter of 2020 as referenced in (5) above ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
2020
|
|
2019
|
|
Loss on sale of securities - COVID-19 related
|
|
|
|
|
$
|
(14,670)
|
|
|
$
|
—
|
|
|
Hedge (loss) related to sale of securities, included in net results from derivative transactions
|
|
|
|
|
(698)
|
|
|
—
|
|
|
Losses from sales of CMBS
|
|
|
|
|
$
|
(15,368)
|
|
|
$
|
—
|
|
|
(c)Set forth below is a reconciliation of the COVID-19 loss from conduit loan sales in the second quarter of 2020 as referenced in (5) above ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
2020
|
|
2019
|
|
Income from sales of loans, net - COVID-19 related
|
|
|
|
|
$
|
(1,680)
|
|
|
$
|
—
|
|
|
Hedge (loss) related to sales of loans, included in net results from derivative transactions
|
|
|
|
|
(1,994)
|
|
|
—
|
|
|
Losses from conduit loan sales
|
|
|
|
|
$
|
(3,674)
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Distributable earnings has limitations as an analytical tool. Some of these limitations are:
•Distributable 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 distributable earnings differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, distributable earnings should not be considered in isolation or as a substitute for net income (loss) attributable to shareholders or any other performance measures calculated in accordance with GAAP, or as an alternative to cash flows from operations as a measure of our liquidity.
In addition, distributable earnings should not be considered to be the equivalent to REIT taxable income calculated to determine the minimum amount of dividends the Company is required to distribute to shareholders to maintain REIT status. In order for the Company to maintain its qualification as a REIT under the Code, we must annually distribute at least 90% of our REIT taxable income. The Company has declared, and intends to continue declaring, regular quarterly distributions to its shareholders in an amount approximating the REIT’s net taxable income.
In the future we may incur gains and losses that are the same as or similar to some of the adjustments in this presentation. Our presentation of distributable earnings should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Adjusted Leverage
We present adjusted leverage, which is a non-GAAP financial measure, as a supplemental measure of our performance. We define adjusted leverage as the ratio of (i) debt obligations, net of deferred financing costs, adjusted for non-recourse indebtedness related to securitizations that is consolidated on our GAAP balance sheet and liability for transfers not considered sales to (ii) GAAP total equity. We believe adjusted leverage assists investors in comparing our leverage across reporting periods on a consistent basis by excluding non-recourse debt related to securitized loans. In addition, adjusted leverage is used to determine compliance with financial covenants. (Refer to “Financing Strategy in Current Market Conditions” and “Financial Covenants” for further discussion about our compliance with covenants.)
Set forth below is an unaudited computation of adjusted leverage ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
Debt obligations, net
|
$
|
4,209,864
|
|
|
$
|
4,859,873
|
|
|
|
|
|
Less: CLO debt(1)
|
(276,516)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Adjusted debt obligations
|
3,933,348
|
|
|
4,859,873
|
|
Total equity
|
1,548,425
|
|
|
1,638,977
|
|
Adjusted leverage
|
2.5
|
|
|
3.0
|
|
(1)As more fully discussed in Note 7 to our consolidated financial statements, we contributed $481.3 million of balance sheet loans into one CLO securitization that remains on our balance sheet for accounting purposes but should be excluded from debt obligations for adjusted leverage calculation purposes.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
For a discussion of current market conditions resulting from the COVID-19 pandemic, refer to Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and to Part II, Item 1A. “Risk Factors”.
Interest Rate Risk
The nature of the Company’s business exposes it to market risk arising from changes in interest rates. Changes, both increases and decreases, in the rates the Company is able to charge its borrowers, the yields the Company is able to achieve in its securities investments, and the Company’s cost of borrowing directly impacts its net income. The Company’s net interest income includes interest from both fixed and floating-rate debt. The percentage of the Company’s assets and liabilities bearing interest at fixed and floating rates may change over time, and asset composition may differ materially from debt composition. Another component of interest rate risk is the effect changes in interest rates will have on the market value of the assets the Company acquires. The Company faces the risk that the market value of its assets will increase or decrease at different rates than that of its liabilities, including its hedging instruments. The Company mitigates interest rate risk through utilization of hedging instruments, primarily interest rate swap and futures agreements. Interest rate swap and futures agreements are utilized to hedge against future interest rate increases on the Company’s borrowings and potential adverse changes in the value of certain assets that result from interest rate changes. The Company generally seeks to hedge assets that have a duration longer than five years, including newly originated conduit first mortgage loans, securities in the Company’s CMBS portfolio if long enough in duration, and most of its U.S. Agency Securities portfolio.
The following table summarizes the change in net income for a 12-month period commencing December 31, 2020 and the change in fair value of our investments and indebtedness assuming an increase or decrease of 100 basis points in the LIBOR interest rate on December 31, 2020, both adjusted for the effects of our interest rate hedging activities ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected change
in net income(1)
|
|
Projected change
in portfolio
value
|
|
|
|
|
Change in interest rate:
|
|
|
|
Decrease by 1.00%
|
$
|
(2,759)
|
|
|
$
|
6,466
|
|
Increase by 1.00%
|
14,840
|
|
|
(6,692)
|
|
(1) Subject to limits for floors on our floating rate investments and indebtedness.
Market Value Risk
The Company’s securities investments are reflected at their estimated fair value. The change in estimated fair value of securities available-for-sale is reflected in accumulated other comprehensive income. The change in estimated fair value of Agency interest-only securities is recorded in current period earnings. The estimated fair value of these securities fluctuates primarily due to changes in interest rates and other factors. Generally, in a rising interest rate environment, the estimated fair value of these securities would be expected to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of these securities would be expected to increase. As market volatility increases or liquidity decreases, the market value of the Company’s assets may be adversely impacted. The Company’s fixed rate mortgage loan portfolio is subject to the same risks. However, to the extent those loans are classified as held for sale, they are reflected at the lower of cost or market. Otherwise, held for investment mortgage loans are reflected at values equal to the unpaid principal balances net of certain fees, costs and loan loss allowances.
Liquidity Risk
Market disruptions may lead to a significant decline in transaction activity in all or a significant portion of the asset classes in which the Company invests and may at the same time lead to a significant contraction in short-term and long-term debt and equity funding sources. A decline in liquidity of real estate and real estate-related investments, as well as a lack of availability of observable transaction data and inputs, may make it more difficult to sell the Company’s investments or determine their fair values. As a result, the Company may be unable to sell its investments, or only be able to sell its investments at a price that may be materially different from the fair values presented. Also, in such conditions, there is no guarantee that the Company’s borrowing arrangements or other arrangements for obtaining leverage will continue to be available or, if available, will be available on terms and conditions acceptable to the Company. In addition, a decline in market value of the Company’s assets may have particular adverse consequences in instances where it borrowed money based on the fair value of its assets. A decrease in the market value of the Company’s assets may result in the lender requiring it to post additional collateral or otherwise sell assets at a time when it may not be in the Company’s best interest to do so. The Company’s captive insurance company subsidiary, Tuebor, is subject to state regulations which require that dividends may only be made with regulatory approval.
Credit Risk
The COVID-19 pandemic has significantly impacted the commercial real estate markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in property renovations currently planned or underway. These negative conditions may persist into the future and impair borrowers’ ability to pay principal and interest due under our loan agreements. We maintain robust asset management relationships with our borrowers and have utilized these relationships to address the impacts of the COVID-19 pandemic on our loans secured by properties experiencing cash flow pressure, most significantly hospitality assets. Some of our borrowers have indicated that due to the impact of the COVID-19 pandemic, they will be unable to timely execute their business plans, have had to temporarily close their businesses, or have experienced other negative business consequences and have requested temporary interest deferral or forbearance, or other modifications of their loans. Accordingly, we have discussed with our borrowers potential near-term defensive loan modifications, which could include repurposing of reserves, temporary deferrals of interest, or performance test or covenant waivers on loans collateralized by assets directly impacted by the COVID-19 pandemic, and which would typically be coupled with an additional equity commitment and/or guaranty from sponsors.
Based on the limited loan modifications completed to date, we are encouraged by the tone of these conversations and our borrowers’ response to the COVID-19 pandemic’s impacts on their properties. We believe our loan sponsors are generally committed to supporting assets collateralizing our loans through additional equity investments. Our portfolio’s low weighted-average LTV of 67.4% as of December 31, 2020 reflects significant equity value that our sponsors are motivated to protect through periods of cyclical disruption. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.
Credit Spread Risk
Credit spread risk is the risk that interest rate spreads between two different financial instruments will change. In general, fixed-rate commercial mortgages and CMBS are priced based on a spread to Treasury or interest rate swaps. The Company generally benefits if credit spreads narrow during the time that it holds a portfolio of mortgage loans or CMBS investments, and the Company may experience losses if credit spreads widen during the time that it holds a portfolio of mortgage loans or CMBS investments. The Company actively monitors its exposure to changes in credit spreads and the Company may enter into credit total return swaps or take positions in other credit related derivative instruments to moderate its exposure against losses associated with a widening of credit spreads.
Risks Related to Real Estate
Real estate and real estate-related assets, including loans and commercial real estate-related securities, are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; environmental conditions; competition from comparable property types or properties; changes in tenant mix or performance and retroactive changes to building or similar codes and rent regulations. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause the Company to suffer losses.
Covenant Risk
In the normal course of business, the Company enters into loan and securities repurchase agreements and credit facilities with certain lenders to finance its real estate investment transactions. These agreements contain, among other conditions, events of default and various covenants and representations. If such events are not cured by the Company or waived by the lenders, the lenders may decide to curtail or limit extension of credit, and the Company may be forced to repay its advances or loans. In addition, the Company’s Notes are subject to covenants, including maintenance of unencumbered assets, limitations on the incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for financings of this type. The Company’s failure to comply with these covenants could result in an event of default, which could result in the Company being required to repay these borrowings before their due date.
We were in compliance with all covenants as described in this Annual Report, as of December 31, 2020.
Net of the $1.3 billion of unrestricted cash held as of December 31, 2020, our adjusted leverage ratio would be below 2.0x. In late March 2020, as the COVID-19 crisis evolved, management began executing on a plan to mitigate uncertainty in financial markets by increasing liquidity and obtaining additional non-recourse and non-mark-to-market financing. Partly as a result of maintaining conservative cash levels as of March 31, 2020, the Company was not in compliance with its 3.5x maximum leverage covenant with certain of its lenders but had the benefit of a contractually provided 30-day cure period during which the Company cured such non-compliance by paying down debt (as defined in the relevant borrowing agreements). Refer to “Financing Strategy in Current Market Conditions“ for further disclosures surrounding deleveraging actions completed during 2020.
Diversification Risk
The assets of the Company are concentrated in the commercial real estate sector. Accordingly, the investment portfolio of the Company may be subject to more rapid change in value than would be the case if the Company were to maintain a wide diversification among investments or industry sectors. Furthermore, even within the commercial real estate sector, the investment portfolio may be relatively concentrated in terms of geography and type of real estate investment. This lack of diversification may subject the investments of the Company to more rapid change in value than would be the case if the assets of the Company were more widely diversified.
Concentrations of Market Risk
Concentrations of market risk may exist with respect to the Company’s investments. Market risk is a potential loss the Company may incur as a result of change in the fair values of its investments. The Company may also be subject to risk associated with concentrations of investments in geographic regions and industries.
Regulatory Risk
Tuebor is subject to state regulation as a captive insurance company. If Tuebor fails to comply with regulatory requirements, they could be subject to loss of their licenses and registration and/or economic penalties.
Capital Market Risks
The COVID-19 pandemic resulted in extreme volatility in a variety of global markets, including the real estate-related debt markets. At the onset of the pandemic, U.S. financial markets, in particular, experienced limited liquidity, and forced selling by certain market participants to meet current obligations, which put further downward pressure on asset prices. In reaction to these volatile and unpredictable market conditions, banks and other lenders restricted lending activity and requested margin posting or repayments where applicable for secured loans collateralized by assets with depressed valuations. Ladder satisfied all margin calls on a timely basis and has since been rebated all of such margin. Refer to “Financing Strategy in Current Market Conditions“ for further disclosures surrounding liquidity and deleveraging actions completed during 2020.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of Ladder Capital Corp and the notes related to the foregoing consolidated financial statements are included in this Item.
Index to Consolidated Financial Statements
Notes to Consolidated Financial Statements
1. ORGANIZATION AND OPERATIONS
We are an internally-managed real estate investment trust (“REIT”) that is a leader in commercial real estate finance. We originate and invest in a diverse portfolio of commercial real estate and real estate-related assets, focusing on senior secured assets. Our investment activities include: (i) our primary business of originating senior first mortgage fixed and floating rate loans collateralized by commercial real estate with flexible loan structures; (ii) investing in investment grade securities secured by first mortgage loans on commercial real estate; and (iii) owning and operating commercial real estate, including net leased commercial properties. Ladder Capital Corp, as the general partner of Ladder Capital Finance Holdings LLLP (“LCFH,” “Predecessor” or the “Operating Partnership”), operates the Ladder Capital business through LCFH and its subsidiaries. As of December 31, 2020, Ladder Capital Corp has a 100.0% economic interest in LCFH and controls the management of LCFH as a result of its ability to appoint its board members. Accordingly, Ladder Capital Corp consolidates the financial results of LCFH and its subsidiaries. In addition, Ladder Capital Corp, through certain subsidiaries which are treated as taxable REIT subsidiaries (each a “TRS”), is indirectly subject to U.S. federal, state and local income taxes. Other than such indirect U.S. federal, state and local income taxes, there are no material differences between Ladder Capital Corp’s consolidated financial statements and LCFH’s consolidated financial statements.
Ladder Capital Corp was formed as a Delaware corporation on May 21, 2013. The Company conducted its initial public offering (“IPO”) which closed on February 11, 2014. The Company used the net proceeds from the IPO to purchase newly issued limited partnership units (“LP Units”) from LCFH. In connection with the IPO, Ladder Capital Corp also became a holding corporation and the general partner of, and obtained a controlling interest in, LCFH. Ladder Capital Corp’s only business is to act as the general partner of LCFH, and, as such, Ladder Capital Corp indirectly operates and controls all of the business and affairs of LCFH and its subsidiaries. The IPO transactions described herein are referred to as the “IPO Transactions.”
COVID-19 Impact on the Organization
On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. As of the date of this filing, the majority of our employees continue to work remotely. We continue to actively manage the liquidity and operations of the Company in light of the market conditions and the overall financial impact of the COVID-19 pandemic across most industries in the United States. In view of the uncertainty related to the severity and duration of the pandemic, its ultimate impact on our revenues, profitability and financial position remains difficult to assess at this time. Refer to the Notes to the Consolidated Financial Statements for further disclosure on the current and potential impact of the COVID-19 global pandemic on our business.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company conducted a more extensive going concern analysis as a result of market conditions throughout the year ended December 31, 2020.
As the COVID-19 crisis evolved, management implemented a plan to increase liquidity resources and pay down debt. The Company maintained an unrestricted cash position of $1.3 billion as of December 31, 2020 to mitigate uncertainty in liquidity needs in light of market conditions. The Company was in compliance with all financial covenants as of December 31, 2020 (refer to Note 7, Debt Obligations, Net). As of March 31, 2020, partly as a result of maintaining higher levels of cash, the Company was not in compliance with its 3.5x covenant ratio with certain of its lenders; however, the Company cured such non-compliance through pay downs of debt with various counterparties during the cure period. Management continues to evaluate the Company’s liquidity under the current market conditions and expects that its current cash resources, operating cash flows and ability to obtain financing is sufficient to sustain operations for a period greater than one year from the issuance date of this Annual Report. As part of the Company’s actions implemented in direct response to the COVID-19 pandemic, for the three months ended June 30, 2020, the Company incurred an additional $2.1 million of professional fees, included in operating expenses, and $0.2 million of severance costs, included in salaries and employee benefits.
Basis of Accounting and Principles of Consolidation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
The consolidated financial statements include the Company’s accounts and those of its subsidiaries which are majority-owned and/or controlled by the Company and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any. All significant intercompany transactions and balances have been eliminated.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 — Consolidation (“ASC 810”), provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is the entity that has both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. See Note 10, Consolidated Variable Interest Entities for further information on the Company’s consolidated variable interest entities.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the balance sheets and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of resulting changes are reflected in the consolidated financial statements in the period the changes are deemed to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to the following:
•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.
Cash and Cash Equivalents
The Company considers all investments with original maturities of three months or less, at the time of acquisition, to be cash equivalents. The Company maintains cash accounts at several financial institutions, which are insured up to a maximum of $250,000 per account as of December 31, 2020 and 2019. At December 31, 2020 and 2019, and at various times during the years, the balances exceeded the insured limits
Restricted Cash
Restricted cash includes accounts the Company maintains with brokers to facilitate financial derivative and repurchase agreement transactions in support of its loan and securities investments and risk management activities. Based on the value of the positions in these accounts and the associated margin requirements, the Company may be required to deposit additional cash into these broker accounts. The cash collateral held by broker is considered restricted cash. Restricted cash also includes tenant security deposits, deposits related to real estate sales and acquisitions and required escrow balances on credit facilities.
Mortgage Loan Receivables Held for Investment
Loans for which the Company has the intention and ability to hold for the foreseeable future, or until maturity or payoff, are reported at their outstanding principal balances net of any unearned income, unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses. Loan origination fees and direct loan origination costs are deferred and recognized in interest income over the estimated life of the loans using the effective interest method, adjusted for actual prepayments. Upon the decision to sell such loans, the Company will transfer the loan from mortgage loan receivables held for investment to mortgage loan receivables held for sale at the lower of carrying value or fair value on the consolidated balance sheets.
Provision for Loan Losses
The Company uses a current expected credit loss model (“CECL”) for estimating the provision for loan losses on its loan portfolio. The CECL model requires the consideration of possible credit losses over the life of an instrument and includes a portfolio-based component and an asset-specific component. In compliance with the CECL reporting requirements, the Company supplemented its existing credit monitoring and management processes with additional processes to support the calculation of the CECL reserves. As part of that effort, the Company has engaged a third-party service provider to provide market data and a credit loss model. The credit loss model is a forward-looking, econometric, commercial real estate (“CRE”) loss forecasting tool. It is comprised of a probability of default (“PD”) model and a loss given default (“LGD”) model that, layered together with user’s loan-level data, selected forward-looking macroeconomic variables, and pool-level mean loss rates, produces life of loan expected losses (“EL”) at the loan and portfolio level. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan-specific factors, a qualitative adjustment to the reserve, is recorded. The CECL model was implemented in 2020. Given prior period loss models were based on the incurred loss model, management notes that prior periods are not measured on a comparable basis.
The asset-specific reserve component relates to reserves for losses on individually impaired loans. The Company evaluates each loan for impairment at least quarterly. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If the loan is considered to be impaired, an allowance is recorded to reduce the carrying value of the loan to the present value of the expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, less the estimated costs to sell, if recovery of the Company’s investment is expected solely from the collateral. The Company may use the direct capitalization rate valuation methodology or the sales comparison approach to estimate the fair value of the collateral for such loans and in certain cases will obtain external appraisals and take into account potential sale bids. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to, cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar properties. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.
The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan at maturity, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel, who utilize various data sources, including (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrowers’ business plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and other market data and ultimately presented to management for approval.
A loan is also considered impaired if its terms are modified in a troubled debt restructuring (“TDR”). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans. Generally, when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional collateral or guarantees and, in some cases, lookback features or equity interests to offset concessions granted should conditions impacting the loan improve. The Company’s determination of credit losses is impacted by TDRs whereby loans that have gone through TDRs are considered impaired and are assessed for specific reserves. Loans previously restructured under TDRs that subsequently default are reassessed to incorporate the Company’s current assumptions on expected cash flows and additional provision expense is recorded to the extent necessary.
The Company designates non-accrual loans generally when (i) the principal or coupon interest components of loan payments become 90-days past due or (ii) in the opinion of the Company, it is doubtful the Company will be able to collect all amounts due according to the contractual terms of the loan. Interest income on non-accrual loans in which the Company reasonably expects a full recovery of the loan’s outstanding principal balance is recognized when received in cash. Otherwise, income recognition will be suspended and any cash received will be applied as a reduction to the amortized cost. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and future principal and coupon interest are reasonably assured to be received in accordance with the contractual loan terms. A loan will be written off when management has determined it is no longer realizable and deemed non-recoverable.
Mortgage Loan Receivables Held for Sale
Mortgage loan receivables held for sale are first mortgage loans that are secured by cash-flowing commercial real estate and are available for sale to securitizations. Mortgage loan receivables held for sale are recorded at lower of cost or market value on an individual basis.
Real Estate Securities
The Company classifies its real estate securities investments on the date of acquisition of the investment. Real estate securities that the Company does not hold for the purpose of selling in the near-term, but may dispose of prior to maturity, are designated as available-for-sale and are carried at estimated fair value with the net unrealized gains or losses on all securities, except for Government National Mortgage Association (“GNMA”) interest-only and Federal Home Loan Mortgage Corp (“FHLMC”) interest-only securities (collectively, “Agency interest-only securities”) and equity securities, recorded as a component of other comprehensive income (loss) in shareholders’ equity. As more fully described in Note 4, certain securities which were purchased from the LCCM LC-26 securitization trust are designated as risk retention securities under the Dodd-Frank Act which are subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
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 earnings in the consolidated statements of income in accordance with ASC 815. The Company’s recognition of interest income from its Agency interest-only and all other securities, including effective interest from amortization of premiums, follows the Company’s Revenue Recognition policy, as disclosed within this Note for recognizing interest income on its securities. The interest income recognized from the Company’s Agency interest-only securities is recorded in interest income on the consolidated statements of income. The Company uses the specific identification method when determining the cost of securities sold and the amount of gain (loss) on securities recognized in earnings. The Company accounts for the changes in the fair value of the unfunded portion of its GNMA Construction securities, which are included in real estate securities, available-for-sale, on the consolidated balance sheet, as available for sale securities. Unrealized losses on securities that, in the judgment of management, are other than temporary are charged against earnings as a loss in the consolidated statements of income.
Equity securities are classified as available-for-sale. The Company has elected the fair market value option for accounting for these equity securities and changes in fair value are recorded in current period earnings.
When the estimated fair value of an available-for-sale security is less than amortized cost, the Company will consider whether there is an other-than-temporary impairment in the value of the security. An impairment will be considered other-than-temporary based on consideration of several factors, including (i) if the Company intends to sell the security, (ii) if it is more likely than not that the Company will be required to sell the security before recovering its cost, or (iii) the Company does not expect to recover the security’s cost basis (i.e., a credit loss). A credit loss will have occurred if the present value of cash flows expected to be collected from the debt security is less than the amortized cost basis. If the Company intends to sell an impaired debt security or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis less any current period credit loss, the impairment is other-than-temporary and will be recognized currently in earnings equal to the entire difference between fair value and amortized cost. If a credit loss exists, but the Company does not intend to, nor is it more likely than not that it will be required to sell before recovery, the impairment is other-than-temporary and will be separated into (i) the estimated amount relating to the credit loss, and (ii) the amount relating to all other factors. Only the estimated credit loss amount is recognized currently in earnings, with the remainder of the loss recognized in other comprehensive income. Estimating cash flows and determining whether there is other-than-temporary impairment require management to exercise judgment and make significant assumptions, including, but not limited to, assumptions regarding estimated prepayments, loss assumptions, and assumptions regarding changes in interest rates. As a result, actual impairment losses, and the timing of income recognized on these securities, could differ from reported amounts. For cash flow statement purposes, receipts of interest from interest-only real estate securities are bifurcated between amortization of premium/(accretion) of discount and other fees on securities as part of cash flows from operations and basis recovery of Agency interest-only securities as part of cash flows from investing activities.
The Company utilizes an internal model as its primary pricing source to develop its prices for its commercial mortgage-backed securities (“CMBS”) and other commercial real estate securities guaranteed by a U.S. governmental agency or by a government sponsored entity (together, “U.S. Agency Securities”). Different judgments and assumptions could result in materially different estimates of fair value. To confirm its own valuations, the Company requests prices for each of its CMBS and U.S. Agency Securities investments from three different sources, including third parties that provide pricing services and brokers, although since broker quotes for the same or similar securities in which Ladder has invested are non-binding, the Company does not consider them to be a primary source for valuation. The Company may also develop a price for a security based on its direct observations of market activity and other observations. Typically, at least two prices per security are obtained.
Prior to using a third-party pricing service for valuation, the Company develops an understanding of the valuation methodologies used by such pricing services through discussions with their representatives and review of their valuation methodologies used for different types of securities. The Company understands that the pricing services develop estimates of fair value for CMBS and U.S. Agency Securities using various techniques, including discussion with their internal trading desks, proprietary models and matrix pricing approaches. The Company does not have access to, and is therefore not able to review in detail, the inputs used by the pricing services in developing their estimates of fair value. However, on at least a monthly basis as part of our closing process, the Company evaluates the fair value information provided by the pricing services by comparing this information for reasonableness against its direct observations of market activity for similar securities and anecdotal information obtained from market participants that, in its assessment, is relevant to the determination of fair value. This process may result in the Company “challenging” the estimate of fair value for a security if it is unable to reconcile the estimate provided by the pricing service with its assessment of fair value for the security. Accordingly, in following this approach, the Company’s objective is to ensure that the information used by pricing services in their determination of fair value of securities is reasonable and appropriate.
Since inception, the Company has not encountered significant variation in the values obtained from the various pricing sources. In the extremely limited occasions where the prices received were challenged, the challenge resulted in the prices provided by the pricing services being updated to reflect current market updates or cash flow assumptions.
Real Estate
The Company generally acquires real estate assets or land and development assets through cash purchases and may also acquire such assets through foreclosure or deed-in-lieu of foreclosure in full or partial satisfaction of defaulted loans. Based on the Company’s strategic plan to realize the maximum value from the real estate acquired, properties are classified as Real estate, net or Real estate held for sale in the consolidated balance sheets. When the Company intends to hold, operate or develop the property for a period of at least 12 months, assets are classified as Real estate, net, and when the Company intends to market these properties for sale in the near term, assets are classified as Real estate held for sale in the consolidated balance sheets. The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company records real estate acquired through foreclosure at fair value. The Company considers the period of future benefit of the asset to determine its appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 20 to 55 years for buildings, four to 15 years for building fixtures and improvements and the remaining lease term for acquired intangible lease assets.
The Company classifies most of its investments in real estate as held and used. The Company measures and records a property that is classified as held and used at its carrying amount, adjusted for any depreciation expense and impairments, as applicable and are included in Real estate, net in the consolidated balance sheets.
Certain of the Company’s real estate is leased to others on a net lease basis where the tenant is generally responsible for payment of real estate taxes, property, building and general liability insurance and property and building maintenance. These leases are for fixed terms of varying length and provide for annual rentals. Rental income from leases is recognized on a straight-line basis over the term of the respective leases. The cumulative excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in unbilled rent receivable within other assets in the consolidated balance sheets.
Allocation of Purchase Price for Acquired Real Estate
Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to the assets acquired and liabilities assumed based on their fair values and real estate acquisition costs are capitalized as a component of the cost of the assets acquired for asset acquisitions. The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods. These methods may include discounted cash flow models, for which assumptions including cash flow projections, discount and capitalization rates, or market comparable transactions, which require management judgment in determining the appropriateness of recent comparable sales of similar properties, or the ground lease approach for land valuation, which requires management judgement in determining comparable ground leases to forecast the economic ground rent and apply capitalization rate to the forecast economic ground rent to estimate land value. The Company may also utilize estimates of replacement costs net of depreciation. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships but in no event do the amortization periods for intangible assets exceed the depreciable lives of the buildings. If a tenant terminates its lease, the unamortized portion of the in-place lease value and tenant relationship intangibles are charged to expense.
The fair value of other investments and debt assumed are valued using techniques consistent with those disclosed in Note 15 Fair Value of Financial Instruments, depending on the nature of the investments or debt. The fair value of other assumed assets and liabilities are based on best information available at the time of the acquisition.
Impairment of Property Held for Use
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s properties classified as held for use may be impaired. In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment. The criteria considered by management include reviewing low leased percentages, significant near-term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near-term mortgage debt maturities or other factors that might impact the Company’s intent and ability to hold the property. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without debt service charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions. These assumptions are generally based on management’s experience in its local real estate markets and the effects of current market conditions. The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in the future.
Real Estate Held for Sale
In accordance with accounting guidance found in ASC Topic 360 - Property, Plant, and Equipment (“ASC 360”), when assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management’s opinion, the estimated net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, an impairment charge will be recorded in the consolidated statements of income.
If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.
Sales of Real Estate
Gains on sales of real estate after January 1, 2018 are recognized pursuant to the provisions included in ASC 606-20, Revenue from Contracts with Customers (“ASC 606-20”) or ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). Generally, the Company’s sales of residential condominiums would be governed by ASC 606-20 and the sales of rental properties under ASC 610-20.
Gain on sales of real estate prior to January 1, 2018 are recognized pursuant to the provisions included in ASC 360-20, Real Estate Sales (“ASC 360-20”). The specific timing of a sale was measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, depending on the circumstances, the Company may not record a sale or may record a sale but may defer some or all of the gain recognition. If the criteria for full accrual are not met, the Company may account for the transaction by applying the finance, leasing, profit sharing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria for the full accrual method are met.
Investments in and Advances to Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. The Company applies the equity method by initially recording these investments at cost, as investments in unconsolidated joint ventures, subsequently adjusted for equity in earnings and cash contributions and distributions. The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed. Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses. The Company classifies distributions received from its investments in unconsolidated joint ventures using the nature of the distribution approach.
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. The Company’s estimates of value for each investment (particularly in commercial real estate joint ventures) are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future.
Capitalization of Interest
Capitalization of costs begins when the activities necessary to get the development project ready for its intended use begins, which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project is substantially complete and ready for its intended use. Determining when a development project commences, and when it is substantially complete and ready for its intended use involves a degree of judgment. We generally consider a development project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. We cease cost capitalization if activities necessary for the development of the property have been suspended. Capitalized costs are allocated to the specific components of a project that are benefited.
Interest shall be capitalized for investments accounted for by the equity method while the investee has activities in progress necessary to commence its planned principal operations, provided that the investee’s activities include the use of funds to acquire qualifying assets for its operations. The investor’s investment in the investee, not the individual assets or projects of the investee, is the qualifying asset for purposes of interest capitalization.
Valuation of Financial Instruments
Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, fair values are not necessarily indicative of the amounts the Company could realize upon disposition of the financial instruments. Financial instruments with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of pricing observability and will therefore require a lesser degree of judgment to be utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less, or no, pricing observability and will require a higher degree of judgment in measuring fair value. Pricing observability is generally affected by such items as the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and overall market conditions. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts.
For a further discussion regarding the measurement of financial instruments see Note 15, Fair Value of Financial Instruments.
Valuation Hierarchy
In accordance with the authoritative guidance on fair value measurements and disclosures under ASC 820, Fair Value Measurement, the methodologies used for valuing such instruments have been categorized into three broad levels as follows:
Level 1 - Quoted prices in active markets for identical instruments.
Level 2 - Valuations based principally on other observable market parameters, including:
•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).
Level 3 - Valuations based significantly on unobservable inputs.
•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.
Pursuant to the authoritative guidance, these levels form a hierarchy. The Company follows this hierarchy for its financial instruments measured at fair value on a recurring basis. The classifications are based on the lowest level of input that is significant to the fair value measurement.
It is the Company’s policy to determine when transfers between levels of the fair value hierarchy are deemed to have occurred at the end of the reporting period.
Tuebor/Federal Home Loan Bank Membership
Tuebor Captive Insurance Company LLC (“Tuebor”), was licensed in Michigan and approved to operate as a captive insurance company as well as being approved to become a member of the Federal Home Loan Bank (“FHLB”), with membership finalized with the purchase of stock, in the FHLB on July 11, 2012. That approval allowed Tuebor to purchase capital stock in the FHLB, the prerequisite to obtaining financing on eligible collateral. Refer to Note 7, Debt Obligations, Net.
Each member of the FHLB must purchase and hold FHLB stock as a condition of initial and continuing membership, in proportion to their borrowings from the FHLB and levels of certain assets. Members may need to purchase additional stock to comply with these capital requirements from time to time. FHLB stock is redeemable by Tuebor upon five (5) years’ prior written notice, subject to certain restrictions and limitations. Under certain conditions, the FHLB may also, at its sole discretion, repurchase FHLB stock from its members. The Company records its investment in FHLB stock at its par value and the FHLB stock is expected to be repurchased by the FHLB at its par value.
Debt Issuance Costs
The Company recognizes debt issuance costs related to its senior unsecured notes on its consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Unamortized debt issuance costs of $12.9 million and $8.4 million are included in senior unsecured notes as of December 31, 2020 and 2019, respectively. The Company defers debt issuance costs associated with lines of credit and presents them as an asset and subsequently amortizes the debt issuance costs ratably over the term of the revolving debt arrangement. The Company considers its committed loan master repurchase facilities, borrowings under credit agreement and revolving credit facility to be revolving debt arrangements.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives. To address exposure to interest rates, the Company uses derivatives primarily to economically hedge the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk. The Company may use a variety of derivative instruments that are considered conventional, or “plain vanilla” derivatives, including interest rate swaps, futures, caps, collars and floors, to manage interest rate risk.
To determine the fair value of derivative instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. Standard market conventions and techniques such as discounted cash flow analysis, option-pricing models, and termination cost may be used to determine fair value. All such methods of measuring fair value for derivative instruments result in an estimate of fair value, and such value may never actually be realized.
The Company recognizes all derivatives on the consolidated balance sheets at fair value. The Company does not generally designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and therefore any net payments under, or fluctuations in the fair value of, these derivatives have been recognized currently in net result from derivative transactions in the accompanying consolidated statements of income. The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately on the Company’s consolidated balance sheets.
Repurchase Agreements
The Company finances certain of its mortgage loan receivables held for sale, a portion of its mortgage loan receivables held for investment and the majority of its real estate securities using repurchase agreements. Under a repurchase agreement, an asset is sold to a counterparty to be repurchased at a future date at a predetermined price, which represents the original sales price plus interest. The Company accounts for these repurchase agreements as financings under ASC 860-10-40. Under this standard, for these transactions to be treated as financings, they must be separate transactions and not linked. If the Company finances the purchase of its mortgage loan receivables held for sale, mortgage loan receivables held for investment and real estate securities with repurchase agreements with the same counterparty from which the securities are purchased and both transactions are entered into contemporaneously or in contemplation of each other, the transactions are presumed under GAAP to be part of the same arrangement, or a “Linked Transaction,” unless certain criteria are met. As of December 31, 2020 and 2019, none of the Company’s repurchase agreements are accounted for as linked transactions.
Income Taxes
The Company has elected to be taxed as a REIT under the Code effective January 1, 2015. The Company is subject to federal income taxation at corporate rates on its REIT taxable income; however, the Company is allowed a deduction for the amount of dividends paid to its stockholders, thereby subjecting the distributed net income of the Company to taxation at the stockholder level only. Any income associated with a TRS is fully taxable because a TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income. The Company is also subject to U.S. federal income tax (and possibly state and local taxes) to the extent it recognizes any “built-in gains” that existed as of January 1, 2015, the effective date of Company’s election to be subject to tax as a REIT under the Code (the “REIT Election”) for the five year period following the REIT Election. The Company intends to continue to operate in a manner consistent with and to elect to be treated as a REIT for tax purposes.
Prior to electing REIT status, a portion of the Company’s income was subject to U.S. federal, state and local corporate income taxes and taxed at the prevailing corporate tax rates in addition to being subject to the New York City Unincorporated Business Tax (“NYC UBT”). Prior to February 11, 2014, the Company’s predecessor had not been subject to U.S. federal income taxes as the predecessor entity is a Limited Liability Limited Partnership, but had been subject to the NYC UBT.
As part of the Tax Cuts and Jobs Act, the federal income tax rate applicable to TRS activities has been reduced. The Company has adjusted its deferred tax positions at the TRSs to reflect the reduced tax rate as part of its 2017 tax provision.
The Company accounts for income taxes in accordance with ASC Topic 740 - Income Taxes (“ASC 740”), which requires the recognition of tax benefits or expenses on the temporary differences between financial reporting and tax bases of assets and liabilities. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance if, based on the available evidence, both positive and negative, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers, among other matters, estimates of expected future taxable income, nature of current and cumulative losses, existing and projected book/tax differences, tax planning strategies available, and the general and industry-specific economic outlook. The realizability analysis is inherently subjective, and it requires the Company to forecast its business and general economic environment in future periods.
The Company determines whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement which could result in the Company recording a tax liability that would reduce shareholders’ equity.
The Company’s policy is to classify interest and penalties associated with underpayment of U.S. federal and state income taxes, if any, as a component of operating expense on its consolidated statements of income. For the years ended December 31, 2020 and 2019, the Company did not have material interest or penalties associated with the underpayment of any income taxes. The last three tax years remain open and subject to examination by tax jurisdictions.
Interest Income
Interest income is accrued based on the outstanding principal amount and contractual terms of the Company’s loans and securities. Discounts or premiums associated with the purchase of loans and investment securities are amortized or accreted into interest income as a yield adjustment on the effective interest method, based on expected cash flows through the expected recovery period of the investment. On at least a quarterly basis, the Company reviews and, if appropriate, makes adjustments to its cash flow projections. The Company has historically collected, and expects to continue to collect, all contractual amounts due on its originated loans. As a result, the Company does not adjust the projected cash flows to reflect anticipated credit losses for these loans. If the performance of a credit deteriorated security is more favorable than forecasted, the Company will generally accrete more credit discount into interest income than initially or previously expected. These adjustments are made prospectively beginning in the period subsequent to the determination that a favorable change in performance is projected. Conversely, if the performance of a credit deteriorated security is less favorable than forecasted, an other-than-temporary impairment may be taken, and the amount of discount accreted into income will generally be less than previously expected.
The effective yield on securities is based on the projected cash flows from each security, which is estimated based on the Company’s observation of the then current information and events and will include assumptions related to interest rates, prepayment rates and the timing and amount of credit losses. On at least a quarterly basis, the Company reviews and, if appropriate, makes adjustments to its cash flow projections based on input and analysis received from external sources, internal
models, and its judgment about interest rates, prepayment rates, the timing and amount of credit losses (if applicable), and other factors. Changes in cash flows from those originally projected, or from those estimated at the last evaluation, may result in a prospective change in the yield/interest income recognized on such securities. Actual maturities of the securities are affected by the contractual lives of the associated mortgage collateral, periodic payments of scheduled principal, and repayments of principal. Therefore, actual maturities of the securities will generally be shorter than stated contractual maturities.
For loans classified as held for investment and that the Company has not elected to record at fair value under ASC 825, origination fees and direct loan origination costs are recognized in interest income over the loan term as a yield adjustment using the effective interest method. For loans classified as held for sale and that the Company has not elected to record at fair value under ASC 825, origination fees and direct loan origination costs are deferred adjusting the basis of the loan and are realized as a portion of the gain/(loss) on sale of loans when sold. As of December 31, 2020, the Company did not hold any loans for which the fair value option was elected.
For our CMBS rated below AA, which represents 11.2% of the Company’s CMBS portfolio as of December 31, 2020, cash flows from a security are estimated by applying assumptions used to determine the fair value of such security and the excess of the future cash flows over the investment are recognized as interest income under the effective yield method. The Company will review and, if appropriate, make adjustments to, its cash flow projections at least quarterly and monitor these projections based on input and analysis received from external sources and its judgment about interest rates, prepayment rates, the timing and amount of credit losses and other factors. Changes in cash flows from those originally projected, or from those estimated at the last evaluation, may result in a prospective change in interest income recognized and amortization of any premium or discount on, or the carrying value of, such securities.
For investments purchased with evidence of deterioration of credit quality for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments receivable, the Company will apply the provisions of ASC 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality.” ASC 310-30 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. ASC 310-30 limits the yield that may be accreted (accretable yield) to the excess of the investor’s estimate of undiscounted expected principal, interest and other cash flows (cash flows expected at acquisition to be collected) over the investor’s initial investment in the loan. ASC 310-30 requires that the excess of contractual cash flows over cash flows expected to be collected (nonaccretable difference) not be recognized as an adjustment of yield, loss accrual or valuation allowance. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loan’s yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment.
Recognition of Operating Lease Income and Tenant Recoveries
The Company adopted ASC Topic 842, Leases (“ASC Topic 842”) on January 1, 2019. The primary impact of applying ASC Topic 842 was the initial recognition of a $3.5 million lease liability and a $3.3 million right-of-use asset (including previously accrued straight line rent) on the Company’s consolidated financial statements, for leases classified as operating leases under ASC Topic 840, primarily for the Company’s corporate headquarters and other identified leases. There is no cumulative effect on retained earnings or other components of equity recognized as of January 1, 2019.
Certain arrangements may contain both lease and non-lease components. The Company determines if an arrangement is, or contains, a lease at contract inception. Only the lease components of these contractual arrangements are subject to the provisions of ASC Topic 842. Any non-lease components are subject to other applicable accounting guidance. We elected, however, to adopt the optional practical expedient not to separate lease components from non-lease components for accounting purposes. This policy election has been adopted for each of the Company’s leased asset classes existing as of the effective date and subject to the transition provisions of ASC Topic 842, will be applied to all new or modified leases executed on or after January 1, 2019. For contractual arrangements executed in subsequent periods involving a new leased asset class, the Company will determine at contract inception whether it will apply the optional practical expedient to the new leased asset class.
A lease is evaluated for classification as operating or finance leases at the commencement date of the lease. Right-of-use assets and corresponding liabilities are recognized on the Company’s consolidated balance sheet based on the present value of future lease payments relating to the use of the underlying asset during the lease term. Future lease payments include fixed lease payments as well as variable lease payments that depend upon an index or rate using the index or rate at the commencement date and probable amounts owed under residual value guarantees. The amount of future lease payments may be increased to include additional payments related to lease extension, termination, and/or purchase options when the Company has determined, at or subsequent to lease commencement, generally due to limited asset availability or operating commitments, it is reasonably certain of exercising such options.
The Company uses its incremental borrowing rate as the discount rate in determining the present value of future lease payments, unless the interest rate implicit in the lease arrangement is readily determinable. Lease payments that vary based on future usage levels, the nature of leased asset activities, or certain other contingencies, are not included in the measurement of lease right-of-use assets and corresponding liabilities. The Company has elected not to record assets and liabilities on its consolidated balance sheet for lease arrangements with terms of 12 months or less. Tenant recoveries related to reimbursement of real estate taxes, insurance, utilities, repairs and maintenance, and other operating expenses are recognized as revenue in the period during which the applicable expenses are incurred.
Transfers of Financial Assets
For a transfer of financial assets to be considered a sale, the transfer must meet the sale criteria of ASC 860, which, at the time of the transfer, require that the transferred assets qualify as recognized financial assets and the Company surrender control over the assets. Such surrender requires that the assets be isolated from the Company, even in bankruptcy or other receivership, the purchaser have the right to pledge or sell the assets transferred and the Company not have an option or obligation to reacquire the assets. If the sale criteria are not met, the transfer is considered to be a secured borrowing, the assets remain on the Company’s consolidated balance sheets and the sale proceeds are recognized as a liability. In November 2017, the SEC staff indicated that, despite transfer restrictions placed on qualified Third Party Purchasers by the risk retention rules of the Dodd-Frank Act, they would not take exception to a registrant treating transfers of financial instruments in a securitization as sales if the transfers otherwise met all the criteria for sale accounting. The Company believes treatment of such transfers as sales is consistent with the substance of such transactions and, accordingly, reflects such transfers as sales. We recognize gains on sale of loans net of any costs related to that sale.
Debt Issued
From time to time, a subsidiary of the Company will originate a loan (each, an “Intercompany Loan,” and collectively, “Intercompany Loans”) to another subsidiary of the Company to finance the purchase of real estate. The mortgage loan receivable and the related obligation do not appear in the Company’s consolidated balance sheets as they are eliminated upon consolidation. Once the Company issues (sells) an Intercompany Loan to a third-party securitization trust (for cash), the related mortgage note is held for the first time by a creditor external to the Company. The accounting for the securitization of an Intercompany Loan—a financial instrument that has never been recognized in our consolidated financial statements as an asset—is considered a financing transaction under ASC 470, Debt, and ASC 835, Interest.
The periodic securitization of the Company’s mortgage loans involves both Intercompany Loans and mortgage loans made to third parties with the latter recognized as financial assets in the Company’s consolidated financial statements as part of an integrated transaction. The Company receives aggregate proceeds equal to the transaction’s all-in securitization value and sales price. In accordance with the guidance under ASC 835, when initially measuring the obligation arising from an Intercompany Loan’s securitization, the Company allocates the proceeds from each securitization transaction between the third-party loans and each Intercompany Loan so securitized on a relative fair value basis determined in accordance with the guidance in ASC 820, Fair Value Measurement. The difference between the amount allocated to each Intercompany Loan and the loan’s face amount is recorded as a premium or discount, and is amortized, using the effective interest method, as a reduction or increase in reported interest expense, respectively.
Fee and Other Income
Fee and other income is composed of income from dividend income on our investment in FHLB stock, as well as from origination fees, exit fees and other fees on the loans we originate and in which we invest.
Fee Expense
Fee expense is composed primarily of fees related to financing arrangements, transaction related costs and financing arrangements and other investment related costs.
Stock Based Compensation Plan
The Company accounts for its equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. The Company recognizes the compensation expense related to the time-based vesting criteria on a straight-line basis over the requisite service period. Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. The Company made a policy election to account for forfeitures as they occur rather than on an estimated basis.
Out-of-Period Adjustments
During the first quarter of 2018, the Company recorded an out-of-period adjustment to increase tenant real estate tax recoveries on a net leased property by $1.1 million, which was not billed until the three month period ended March 31, 2018, although the real estate tax recoveries related to prior periods. The Company concluded that this adjustment was not material to the financial position or results of operations for the three months ended March 31, 2018 or any prior periods; accordingly, the Company recorded the related adjustment in the three month period ended March 31, 2018.
Recently Adopted Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13 Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326) (“ASU 2016-13”) and in April 2019, the FASB issued ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), collectively, the “CECL Standard.” These updates change how entities measure potential credit losses for most financial assets and certain other instruments that are not measured at fair value. The CECL Standard replaced the “incurred loss” approach under previous guidance with an “expected loss” model for instruments measured at amortized cost. The net carrying value of an asset under the CECL Standard is intended to represent the amount expected to be collected on such asset and requires entities to deduct allowances for potential losses on mortgage loan receivables held for investment, net and held-to-maturity debt securities. The Company will continue to record asset-specific reserves consistent with our existing accounting policy. In addition, the Company will now record a general reserve in accordance with the CECL Standard on the remainder of the loan portfolio (“CECL Reserve”). At adoption, on January 1, 2020, the Company recorded a CECL Reserve of $11.6 million, which equated to 0.36% of $3.2 billion carrying value of its held for investment loan portfolio. This reserve excluded three loans that previously had an aggregate of $14.7 million of asset-specific reserves and a carrying value of $39.8 million as of January 1, 2020. Upon adoption, the aggregated CECL Reserve reduced total shareholder’s equity by $5.8 million (or approximately $0.05 of book value per share of common stock).
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, (“ASU 2018-13”). ASU 2018-13 eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The standard is effective for all entities for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of ASU 2018-13 had no material impact on the Company’s consolidated financial statements.
In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, (“ASU 2018-17”). ASU 2018-17 requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety for determining whether a decision-making fee is a variable interest. The standard is effective for all entities for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. Entities are required to apply the amendments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. The adoption of ASU 2018-17 had no material impact on the Company’s consolidated financial statements.
In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, (“ASU 2019-04”). ASU 2019-04 clarifies and improves areas of guidance related to the recently issued standards on credit losses (ASU 2016-13), hedging (ASU 2017-12), and recognition and measurement of financial instruments (ASU 2016-01). The amendments generally have the same effective dates as their related standards. If already adopted, the amendments of ASU 2016-01 and ASU 2016-13 are effective for fiscal years beginning after December 15, 2019 and the amendments of ASU 2017-12 are effective as of the beginning of the Company’s next annual reporting period; early adoption is permitted. The Company previously adopted ASU 2016-01. The adoption of ASU 2019-04 had no material impact on the Company’s consolidated financial statements.
In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, (“ASU 2020-03”). ASU 2020-03 improves various financial instruments topics, including the CECL Standard. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments related to Issue 1, Issue 2, Issue 4 and Issue 5 were effective upon issuance of ASU 2020-03. The amendments related to Issue 3, Issue 6 and Issue 7 were effective for the Company beginning on January 1, 2020. The adoption of ASU 2020-03 had no material impact on the Company’s consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective upon issuance of ASU 2020-04 for contract modifications and hedging relationships on a prospective basis. While the Company is currently assessing the impact of ASU 2020-04, the Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements Pending Adoption
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 815), (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU 2019-12 also improves the consistent application of, and simplifies, GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for all entities for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its consolidated financial statements.
In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables–Nonrefundable Fees and Other Costs, (“ASU 2020-08”). This ASU clarifies that an entity should reevaluate whether a callable debt security is within the scope of ASC paragraph 310-20-35-33 for each reporting period. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. All entities should apply ASU 2020-08 on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. The Company is assessing ASU 2020-08 and its impact its accounting and disclosures.
Any new accounting standards not disclosed above that have been issued or proposed by FASB and that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
3. MORTGAGE LOAN RECEIVABLES
December 31, 2020 ($ in thousands)
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|
|
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|
Outstanding
Face Amount
|
|
Carrying
Value
|
|
Weighted
Average
Yield (1)
|
|
Remaining
Maturity
(years)
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|
|
|
|
|
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
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|
|
|
|
|
|
|
First mortgage loans
|
$
|
2,243,639
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|
|
$
|
2,232,749
|
|
|
6.50 %
|
|
1.00
|
Mezzanine loans
|
121,565
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|
|
121,310
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|
|
10.83 %
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|
2.42
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Total mortgage loans
|
2,365,204
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|
|
2,354,059
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|
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6.65 %
|
|
1.07
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|
|
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|
|
|
|
|
Allowance for credit losses
|
N/A
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|
(41,507)
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|
|
|
|
|
Total mortgage loan receivables held for investment, net, at amortized cost
|
2,365,204
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|
|
2,312,552
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|
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|
|
Mortgage loan receivables held for sale:
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|
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|
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|
First mortgage loans
|
30,478
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|
|
30,518
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|
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4.05 %
|
|
9.18
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Total
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$
|
2,395,682
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|
|
$
|
2,343,070
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6.74 %
|
|
1.23
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(1)Includes the impact from interest rate floors. December 31, 2020 LIBOR rates are used to calculate weighted average yield for floating rate loans.
As of December 31, 2020, $1.9 billion, or 82.0%, of the outstanding face amount of our mortgage loan receivables held for investment, net, at amortized cost, were at variable interest rates, linked to LIBOR. Of this $1.9 billion, 100% of these variable interest rate mortgage loan receivables were subject to interest rate floors. As of December 31, 2020, $30.5 million, or 100%, of the outstanding face amount of our mortgage loan receivables held for sale were at fixed interest rates.
December 31, 2019 ($ in thousands)
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|
|
Outstanding
Face Amount
|
|
Carrying
Value
|
|
Weighted
Average
Yield (1)
|
|
Remaining
Maturity
(years)
|
|
|
|
|
|
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
First mortgage loans
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$
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3,147,275
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|
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$
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3,127,173
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|
|
6.77
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%
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|
1.35
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Mezzanine loans
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130,322
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129,863
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|
10.97
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%
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|
3.26
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Total mortgage loans
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3,277,597
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|
3,257,036
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|
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6.94
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%
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|
1.43
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|
|
|
|
|
Allowance for credit losses
|
N/A
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(20,500)
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|
|
|
|
|
Total mortgage loan receivables held for investment, net, at amortized cost
|
3,277,597
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|
|
3,236,536
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Mortgage loan receivables held for sale:
|
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|
|
|
|
|
|
First mortgage loans
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122,748
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|
|
122,325
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|
|
4.20
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%
|
|
9.99
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Total
|
$
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3,400,345
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|
|
$
|
3,358,861
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|
|
6.88
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%
|
|
1.75
|
(1)Includes the impact from interest rate floors. December 31, 2019 LIBOR rates are used to calculate weighted average yield for floating rate loans.
As of December 31, 2019, $2.5 billion, or 77.2%, of the outstanding principal of our mortgage loan receivables held for investment, net, at amortized cost, were at variable interest rates, linked to LIBOR or a replacement index generally determined in our discretion. Of this $2.5 billion, 100% of these variable rate mortgage loan receivables were subject to interest rate floors. As of December 31, 2019, $122.7 million, or 100%, of the carrying value of our mortgage loan receivables held for sale were at fixed interest rates.
For the years ended December 31, 2020 and 2019, the activity in our loan portfolio was as follows ($ in thousands):
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|
|
|
|
|
|
|
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
Mortgage loans receivable
|
|
|
|
Allowance for credit losses
|
|
Mortgage loan
receivables held
for sale
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
$
|
3,257,036
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|
|
|
|
$
|
(20,500)
|
|
|
$
|
122,325
|
|
Origination of mortgage loan receivables
|
353,661
|
|
|
|
|
—
|
|
|
212,845
|
|
|
|
|
|
|
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Repayment of mortgage loan receivables
|
(960,832)
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|
|
|
|
—
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|
|
(404)
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|
Proceeds from sales of mortgage loan receivables
|
(270,491)
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|
|
|
|
—
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|
|
(312,273)
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|
Non-cash disposition of loans via foreclosure(1)
|
(31,249)
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|
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|
|
—
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|
|
—
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Sale of loans, net
|
(9,596)
|
|
|
|
|
—
|
|
|
8,025
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|
|
|
|
|
|
|
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|
Accretion/amortization of discount, premium and other fees
|
15,530
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|
|
|
|
—
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|
|
—
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Release of asset-specific loan loss provision via foreclosure(1)
|
—
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|
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|
|
2,500
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|
|
—
|
|
Provision for current expected credit loss (implementation impact)(2)
|
—
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|
|
|
|
(4,964)
|
|
|
—
|
|
Provision for current expected credit loss, net (impact to earnings)(2)
|
—
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|
|
|
|
(18,543)
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|
|
—
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020
|
$
|
2,354,059
|
|
|
|
|
$
|
(41,507)
|
|
|
$
|
30,518
|
|
(1)Refer to Note 5 Real Estate and Related Lease Intangibles, Net for further detail on foreclosure of real estate.
(2)During the year ended December 31, 2020, the initial impact of the implementation of the CECL accounting standard as of January 1, 2020 is recorded against retained earnings. Subsequent remeasurement, including the period to date change for the year ended December 31, 2020, is accounted for as provision for current expected credit loss in the consolidated statements of income.
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|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
Mortgage loans receivable
|
|
Mortgage loans transferred but not considered sold
|
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Allowance for credit losses
|
|
Mortgage loan
receivables held
for sale
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
$
|
3,318,390
|
|
|
$
|
—
|
|
|
$
|
(17,900)
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|
|
$
|
182,439
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|
Origination of mortgage loan receivables
|
1,452,049
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|
|
—
|
|
|
—
|
|
|
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 loan via foreclosure(2)
|
(45,529)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sale of loans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
54,758
|
|
Transfer between held for investment and held for sale(1)
|
45,832
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|
|
15,504
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|
|
—
|
|
|
(61,336)
|
|
Accretion/amortization of discount, premium and other fees
|
17,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Provision for/(release of) loan loss reserves
|
—
|
|
|
—
|
|
|
(2,600)
|
|
|
—
|
|
Balance, December 31, 2019
|
$
|
3,257,036
|
|
|
$
|
—
|
|
|
$
|
(20,500)
|
|
|
$
|
122,325
|
|
(1)We sell certain loans into securitizations; however, for a transfer of financial assets to be considered a sale, the transfer must meet the sale criteria of ASC 860 under which the Company must surrender control over the transferred assets which must qualify as recognized financial assets at the time of transfer. The assets must be isolated from the Company, even in bankruptcy or other receivership, the purchaser must have the right to pledge or sell the assets transferred and the Company may not have an option or obligation to reacquire the assets. If the sale criteria are not met, the transfer is considered to be a secured borrowing, the assets remain on the Company’s consolidated balance sheets and the sale proceeds are recognized as a liability. During the three months ended March 31, 2019, the Company reclassified from mortgage loan receivables held for sale to mortgage loans transferred but not considered sold, 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. Subsequent to March 31, 2019, 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 year ended December 31, 2019.
(2)Refer to Note 5, Real Estate and Related Lease Intangibles, Net for further detail on real estate acquired via foreclosure.
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|
|
|
|
|
|
|
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
Mortgage loans receivable
|
|
|
|
Allowance for credit 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
|
—
|
|
|
|
|
—
|
|
|
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
|
|
|
|
|
—
|
|
|
—
|
|
Provision for (release of) loan loss reserves
|
—
|
|
|
|
|
(13,900)
|
|
|
—
|
|
Balance, December 31, 2018
|
$
|
3,318,390
|
|
|
|
|
$
|
(17,900)
|
|
|
$
|
182,439
|
|
During the years ended December 31, 2020, 2019 and 2018, the transfers of financial assets via sales of loans were treated as sales under ASC Topic 860 — Transfers and Servicing. During the year ended December 31, 2019, the transfers of financial assets via sales of loans were treated as sales under ASC Topic 860 — Transfers and Servicing, except for the one loan discussed above.
As of December 31, 2020 and 2019, there was $0.5 million and $0.4 million, respectively, of unamortized discounts included in our mortgage loan receivables held for investment, net, at amortized cost, on our consolidated balance sheets.
Allowance for Credit Losses and Non-Accrual Status ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses at beginning of period
|
|
|
|
|
$
|
20,500
|
|
|
$
|
17,900
|
|
|
$
|
4,000
|
|
|
Provision for current expected credit loss (implementation impact)
|
|
|
|
|
4,964
|
|
(5)
|
|
—
|
|
|
—
|
|
|
Provision for current expected credit loss, net (impact to earnings) (3)
|
|
|
|
|
18,543
|
|
(4)
|
|
2,600
|
|
|
13,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreclosure of loans subject to asset-specific reserve
|
|
|
|
|
(2,500)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses at end of period
|
|
|
|
|
$
|
41,507
|
|
|
$
|
20,500
|
|
|
$
|
17,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
Carrying value of loans on non-accrual status, net of asset-specific reserve
|
|
|
|
|
$
|
175,022
|
|
(1)
|
$
|
86,025
|
|
(2)
|
|
|
(1)Represents two of the Company’s loans, which were originated simultaneously as part of a single transaction and had a combined carrying value of $24.2 million, two loans with a combined carrying value of $27.1 million, one loan with a carrying value of $36.4 million, one loan with a carrying value of $13.0 million, one loan with a carrying value of $30.6 million, and one loan with a carrying value of $43.8 million which was foreclosed on in 2021 and is under contract for sale, 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 combined carrying value of $24.2 million, one loan with a carrying value of $0.4 million and one loan with a carrying value of $61.5 million, as further discussed below.
(3)The total provision includes asset specific reserves of $9.2 million, $2.0 million and $12.7 million as well as a general reserve component of $9.4 million, $0.6 million, and $1.2 million for the years ended 2020, 2019, and 2018 respectively.
(4)Additional provisions for current expected credit losses that impact earnings for the year ended 2020 include releases of $0.3 million on unfunded commitments and $2.0 thousand on held-to-maturity securities.
(5)Additional provisions for current expected credit losses related to implementation of $0.8 million and $22.0 thousand related to unfunded commitments and held-to-maturity securities, respectively, were recorded on January 1, 2020 at implementation of CECL.
Current Expected Credit Loss (“CECL”)
On January 1, 2020, the Company recorded a CECL Reserve of $11.6 million, which equated to 0.36% of $3.2 billion carrying value of its held for investment loan portfolio. This reserve excluded three loans that previously had an aggregate of $14.7 million of asset-specific reserves and a carrying value of $39.8 million as of January 1, 2020. Upon adoption, the aggregated CECL Reserve reduced total shareholder’s equity by $5.8 million.
As of December 31, 2020, the Company has a $42.1 million allowance for current expected credit losses. This includes three loans that have an aggregate of $21.4 million of asset-specific reserves against a carrying value of $116.4 million as of December 31, 2020.
The total change in reserve for provision for the year ended December 31, 2020 was $18.3 million, which includes $9.1 million in the general reserve on both the loans held for investment and the related unfunded commitments and $9.2 million in asset-specific provision related to three loans. These increases and decreases during the year are primarily due to the update of the macro economic assumptions used instead of the more stable “Baseline” scenario from the Federal Reserve that was utilized in the January 1, 2020 CECL reserve analysis. For additional information, refer to “Allowance for Credit Losses and Non-Accrual Status” in Note 3, Mortgage Loan Receivables to the consolidated financial statements.
The Company has concluded that none of its loans, other than the four loans discussed below, are individually impaired as of December 31, 2020.
Loan Portfolio by Geographic Region, Property Type and Vintage ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost
|
|
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast
|
|
$
|
707,485
|
|
|
|
|
|
|
|
|
|
Southwest
|
|
437,153
|
|
|
|
|
|
|
|
|
|
South
|
|
313,759
|
|
|
|
|
|
|
|
|
|
Midwest
|
|
462,602
|
|
|
|
|
|
|
|
|
|
West
|
|
316,620
|
|
|
|
|
|
|
|
|
|
Subtotal loans
|
|
2,237,619
|
|
|
|
|
|
|
|
|
|
Individually impaired loans(1)
|
|
116,440
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
$
|
2,354,059
|
|
|
|
|
|
|
|
|
|
(1)Included in individually impaired loans are two loans, which were originated in 2016 simultaneously as part of a single transaction with a combined amortized cost of $26.9 million, collateralized by a mixed use property located in the Northeast region; one loan, which was originated in 2016 and subsequently restructured into two loans in 2018, with a combined amortized cost of $44.6 million, collateralized by a mixed use property located in the Northeast region; and one loan, originated in 2018, with an amortized cost of $45.0 million, collateralized by a hotel located in the South region. The above individually impaired loans’ amortized cost bases exclude asset-specific provisions totaling $21.4 million.
Management’s method for monitoring credit is the performance of a loan. A loan is impaired or not impaired based on the expectation that all amounts contractually due under a loan will be collected when due. The primary credit quality indicator management utilizes to assess its current expected credit loss reserve is by viewing Ladder’s loan portfolio by collateral type. The following table summarizes the amortized cost of the loan portfolio by property type ($ in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost Basis by Origination Year
|
|
|
|
|
|
|
Property Type
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016 and Earlier
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office
|
|
$
|
—
|
|
|
$
|
196,610
|
|
|
$
|
249,330
|
|
|
$
|
83,673
|
|
|
$
|
50,935
|
|
|
$
|
580,548
|
|
|
|
|
|
|
|
|
|
Multifamily
|
|
65,537
|
|
|
260,254
|
|
|
44,665
|
|
|
24,406
|
|
|
—
|
|
|
394,862
|
|
|
|
|
|
|
|
|
|
Hospitality
|
|
—
|
|
|
43,000
|
|
|
139,394
|
|
|
67,307
|
|
|
78,694
|
|
|
328,395
|
|
|
|
|
|
|
|
|
|
Other
|
|
31,217
|
|
|
131,434
|
|
|
77,484
|
|
|
—
|
|
|
—
|
|
|
240,135
|
|
|
|
|
|
|
|
|
|
Mixed Use
|
|
106,537
|
|
|
101,704
|
|
|
—
|
|
|
13,268
|
|
|
—
|
|
|
221,509
|
|
|
|
|
|
|
|
|
|
Retail
|
|
—
|
|
|
110,492
|
|
|
—
|
|
|
—
|
|
|
65,734
|
|
|
176,226
|
|
|
|
|
|
|
|
|
|
Industrial
|
|
46,130
|
|
|
114,630
|
|
|
—
|
|
|
—
|
|
|
6,461
|
|
|
167,221
|
|
|
|
|
|
|
|
|
|
Manufactured Housing
|
|
4,553
|
|
|
57,305
|
|
|
11,718
|
|
|
—
|
|
|
3,961
|
|
|
77,537
|
|
|
|
|
|
|
|
|
|
Self-Storage
|
|
—
|
|
|
35,986
|
|
|
15,200
|
|
|
—
|
|
|
—
|
|
|
51,186
|
|
|
|
|
|
|
|
|
|
Subtotal loans
|
|
253,974
|
|
|
1,051,415
|
|
|
537,791
|
|
|
188,654
|
|
|
205,785
|
|
|
2,237,619
|
|
|
|
|
|
|
|
|
|
Individually Impaired loans (1)
|
|
—
|
|
|
—
|
|
|
44,952
|
|
|
—
|
|
|
71,488
|
|
|
116,440
|
|
|
|
|
|
|
|
|
|
Total loans (2)
|
|
$
|
253,974
|
|
|
$
|
1,051,415
|
|
|
$
|
582,743
|
|
|
$
|
188,654
|
|
|
$
|
277,273
|
|
|
$
|
2,354,059
|
|
|
|
|
|
|
|
|
|
(1)Included in individually impaired loans are two loans, which were originated in 2016 simultaneously as part of a single transaction with a combined amortized cost of $26.9 million, collateralized by a mixed use property located in the Northeast region, one loan, which was originated in 2016 and subsequently restructured into two loans in 2018, with a combined amortized cost of $44.6 million, collateralized by a mixed use property located in the Northeast region, and one loan, originated in 2018, with a amortized cost of $45.0 million, collateralized by a hotel located in the South region. The above individually impaired loans’ amortized cost basis excludes asset-specific provisions totaling $21.4 million.
(2)Not included above is $14.5 million of accrued interest receivable on all loans at December 31, 2020.
Individually Impaired Loans
As of December 31, 2020, two loans with a carrying value of $24.2 million were impaired and on non-accrual status. The loans are collateralized by a mixed use property in the Northeast region, which were originated simultaneously as part of a single transaction and are directly and indirectly secured by the same property. In assessing these collateral-dependent loans for impairment, the most significant consideration is the fair value of the underlying real estate collateral, which includes an in-place long-dated retail lease. The value of such property is most significantly affected by the contractual lease terms and the appropriate market capitalization rates, which are driven by the property’s market strength, the general interest rate environment and the retail tenant’s creditworthiness. In view of these considerations, the Company uses a direct capitalization rate valuation methodology to calculate the fair value of the underlying real estate collateral. The Company previously recorded an asset-specific provision for loss in 2018 on one of these loans, with a carrying value of $5.9 million, of $2.7 million to reduce the carrying value of the two loans collectively to the fair value of the property less the cost to foreclose and sell the property utilizing direct capitalization rates of 4.70% to 5.00%. As of December 31, 2020, the Company believed no additional loss provision was necessary based on the application of direct capitalization rates of 4.60% to 4.90%.
In 2018, a loan secured by a mixed-use property in the Northeast region, with a carrying value of $45.0 million, was determined to be impaired and a reserve of $10.0 million was recorded to reduce the carrying value of the loan to the estimated fair value of the collateral, less the estimated costs to sell. In 2018, the loan experienced a maturity default and its terms were modified in a TDR, which provided for, among other things, the restructuring of the Company’s existing $45.0 million first mortgage loan into a $35.0 million A-Note and a $10.0 million B-Note. The reserve of $10.0 million was applied to the B-Note and the B-Note was placed on non-accrual status. For the three months ended March 31, 2020, management determined that the A-Note was impaired, reflecting a decline in collateral value due to: (i) new information available during the three months ended March 31, 2020 regarding two recent comparable sales and (ii) a change in market conditions driven by COVID-19 as capital flow to the tertiary markets shifted. As a result, on March 31, 2020, the Company recorded an asset-specific provision for loss on the A-Note of $7.5 million to reduce the carrying value of this loan to the fair value of the property less the cost to foreclose and sell the property utilizing direct capitalization rates of 7.50% to 8.60%. The Company placed the A-Note on non-accrual status as of March 31, 2020. As of December 31, 2020, the combined carrying value, after impairment of the A-Note and the B-Note was $27.1 million.
For the three months ended December 31, 2020, management identified one loan secured by a hotel in the Southeast region with a carrying value of $45.0 million as impaired, reflecting a decline in the collateral value attributable to new information available related to a purchase offer on the property. A reserve of $1.2 million was recorded for this impaired loan in the three months ended December 31, 2020 to reduce the carrying value of the loan to the estimated fair value of the collateral, less the estimated costs to sell. Subsequent to year end, in February 2021, the Company foreclosed on the asset and closed on the sale of the asset.
As of December 31, 2020, there were no unfunded commitments associated with modified loans considered TDRs.
These non-recurring fair values are considered Level 3 measurements in the fair value hierarchy.
Other Loans on Non-Accrual Status
As of December 31, 2020, three other loans were on non-accrual status, with a combined carrying value of $79.9 million. The Company put such loans on non-accrual status in the fourth quarter 2020 and performed a review of the collateral for the loans. The review consisted of conversations with market participants familiar with the property locations as well as reviewing market data and comparable properties. The Company will continue to monitor for impairment.
There are no other loans on non-accrual status other than those discussed in Individually Impaired Loans and Other Loans on Non-Accrual Status above as of December 31, 2020.
4. REAL ESTATE SECURITIES
The Company invests in primarily AAA-rated real estate securities, typically front pay securities, with relatively short duration and significant subordination. CMBS, CMBS interest-only securities, Agency securities, Government National Mortgage Association (“GNMA”) construction securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income. GNMA and Federal Home Loan Mortgage Corp (“FHLMC”) securities (collectively, “Agency interest-only securities”) are recorded at fair value with changes in fair value recorded in current period earnings. Equity securities are reported at fair value with changes in fair value recorded in current period earnings. The following is a summary of the Company’s securities at December 31, 2020 and 2019 ($ in thousands):
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
$
|
1,015,520
|
|
|
$
|
1,015,282
|
|
|
$
|
1,382
|
|
|
$
|
(13,363)
|
|
|
$
|
1,003,301
|
|
(3)
|
90
|
|
|
AAA
|
|
1.56
|
%
|
|
1.56 %
|
|
2.01
|
CMBS interest-only(2)(4)
|
|
1,498,181
|
|
|
21,567
|
|
|
672
|
|
|
(26)
|
|
|
22,213
|
|
(5)
|
15
|
|
|
AAA
|
|
0.44
|
%
|
|
3.53 %
|
|
2.19
|
GNMA interest-only(4)(6)
|
|
75,350
|
|
|
868
|
|
|
232
|
|
|
(100)
|
|
|
1,000
|
|
|
11
|
|
|
AA+
|
|
0.43
|
%
|
|
5.06 %
|
|
3.59
|
Agency securities(2)
|
|
586
|
|
|
593
|
|
|
12
|
|
|
—
|
|
|
605
|
|
|
2
|
|
|
AA+
|
|
2.55
|
%
|
|
1.64 %
|
|
1.26
|
GNMA permanent securities(2)
|
|
30,254
|
|
|
30,340
|
|
|
859
|
|
|
—
|
|
|
31,199
|
|
|
5
|
|
|
AA+
|
|
3.87
|
%
|
|
3.49 %
|
|
1.98
|
Total debt securities
|
|
$
|
2,619,891
|
|
|
$
|
1,068,650
|
|
|
$
|
3,157
|
|
|
$
|
(13,489)
|
|
|
$
|
1,058,318
|
|
|
123
|
|
|
|
|
0.91
|
%
|
|
1.66
|
%
|
|
2.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for current expected credit losses
|
|
N/A
|
|
—
|
|
|
—
|
|
|
(20)
|
|
|
(20)
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate securities
|
|
$
|
2,619,891
|
|
|
$
|
1,068,650
|
|
|
$
|
3,157
|
|
|
$
|
(13,509)
|
|
|
$
|
1,058,298
|
|
|
123
|
|
|
|
|
|
|
|
|
|
(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 $11.1 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, (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 $0.7 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.
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
$
|
1,640,597
|
|
|
$
|
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 $0.8 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
(6)Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings. The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded derivatives. As a result, the Company accounts for them as hybrid instruments in their entirety at fair value with changes in fair value recognized in unrealized gain (loss) on Agency interest-only securities in the consolidated statements of income in accordance with ASC 815.
(7)The Company has elected to account for equity securities at fair value with changes in fair value recorded in current period earnings.
The following is a breakdown of the carrying value of the Company’s debt securities by remaining maturity based upon expected cash flows at December 31, 2020 and 2019 ($ in thousands):
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Type
|
|
Within 1 year
|
|
1-5 years
|
|
5-10 years
|
|
After 10 years
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
CMBS
|
|
$
|
230,977
|
|
|
$
|
748,953
|
|
|
$
|
23,371
|
|
|
$
|
—
|
|
|
$
|
1,003,301
|
|
CMBS interest-only
|
|
1,572
|
|
|
20,641
|
|
|
—
|
|
|
—
|
|
|
22,213
|
|
GNMA interest-only
|
|
65
|
|
|
647
|
|
|
288
|
|
|
—
|
|
|
1,000
|
|
Agency securities
|
|
—
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
605
|
|
GNMA permanent securities
|
|
67
|
|
|
31,132
|
|
|
—
|
|
|
—
|
|
|
31,199
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for current expected credit losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20)
|
|
Total debt securities
|
|
$
|
232,681
|
|
|
$
|
801,978
|
|
|
$
|
23,659
|
|
|
$
|
—
|
|
|
$
|
1,058,298
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
During the years ended December 31, 2020 and 2019, the Company realized a gain (loss) on the sale of equity securities of $1.1 million and $0.2 million, respectively, which is included in realized gain (loss) on securities on the Company’s consolidated statements of income. There was a $0.1 million realized a gain (loss) on the sale of equity securities for the year ended December 31, 2018.
During the years ended December 31, 2020, 2019, and 2018, the Company realized losses on securities recorded as other than temporary impairments of $0.5 million, $0.1 million and $2.8 million, respectively, which are included in realized gain (loss) on securities on the Company’s consolidated statements of income.
5. REAL ESTATE AND RELATED LEASE INTANGIBLES, NET
The market conditions due to the COVID-19 pandemic and the resulting economic disruption have broadly impacted the commercial real estate sector. As expected, the net leased commercial real estate properties, which comprise the majority of our portfolio, have remained minimally impacted as the majority of the net leased properties in our real estate portfolio are necessity-based businesses and have remained open and stable during the COVID-19 pandemic. We continue to actively monitor the diversified commercial real estate properties for both the immediate and long term impact of the pandemic on the buildings, the tenants, the business plans and the ability to execute those business plans.
The following tables present additional detail related to our real estate portfolio, net, including foreclosed properties ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
Land
|
$
|
220,511
|
|
|
$
|
209,955
|
|
Building
|
838,542
|
|
|
883,005
|
|
In-place leases and other intangibles
|
157,176
|
|
|
161,203
|
|
Undepreciated Real estate and related lease intangibles
|
1,216,229
|
|
|
1,254,163
|
|
Less: Accumulated depreciation and amortization
|
(230,925)
|
|
|
(206,082)
|
|
|
|
|
|
Real estate and related lease intangibles, net
|
$
|
985,304
|
|
|
$
|
1,048,081
|
|
|
|
|
|
Below market lease intangibles, net (other liabilities)
|
$
|
(36,952)
|
|
|
$
|
(39,067)
|
|
At December 31, 2020 and 2019, the Company held foreclosed properties included in real estate and related lease intangibles, net with a carrying value of $106.8 million and $89.5 million, respectively.
The following table presents depreciation and amortization expense on real estate recorded by the Company ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense(1)
|
|
|
|
|
$
|
32,383
|
|
|
$
|
30,421
|
|
|
$
|
31,537
|
|
Amortization expense
|
|
|
|
|
6,696
|
|
|
7,991
|
|
|
10,347
|
|
Total real estate depreciation and amortization expense
|
|
|
|
|
$
|
39,079
|
|
|
$
|
38,412
|
|
|
$
|
41,884
|
|
(1)Depreciation expense on the consolidated statements of income also includes $99 thousand, $99 thousand and $75 thousand of depreciation on corporate fixed assets for the years ended December 31, 2020, 2019 and 2018, respectively.
The Company’s intangible assets are comprised of in-place leases, above market leases and other intangibles. The following tables present additional detail related to our intangible assets ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
Gross intangible assets(1)
|
$
|
157,176
|
|
|
$
|
161,203
|
|
Accumulated amortization
|
66,014
|
|
|
62,773
|
|
Net intangible assets
|
$
|
91,162
|
|
|
$
|
98,430
|
|
(1)Includes $4.2 million and $4.5 million of unamortized above market lease intangibles which are included in real estate and related lease intangibles, net on the consolidated balance sheets as of December 31, 2020 and 2019, respectively.
The following table presents increases/reductions in operating lease income recorded by the Company ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Reduction in operating lease income for amortization of above market lease intangibles acquired
|
|
|
|
|
$
|
(367)
|
|
|
$
|
(819)
|
|
|
$
|
(648)
|
|
Increase in operating lease income for amortization of below market lease intangibles acquired
|
|
|
|
|
2,600
|
|
|
2,177
|
|
|
2,387
|
|
The following table presents expected adjustment to operating lease income and expected amortization expense during the next five years and thereafter related to the above and below market leases and acquired in-place lease and other intangibles for property owned as of December 31, 2020 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending December 31,
|
|
Adjustment to Operating Lease Income
|
|
Amortization Expense
|
|
|
|
|
|
2021
|
|
$
|
1,071
|
|
|
$
|
5,509
|
|
2022
|
|
1,071
|
|
|
5,509
|
|
2023
|
|
1,071
|
|
|
5,509
|
|
2024
|
|
1,071
|
|
|
5,509
|
|
2025
|
|
1,071
|
|
|
5,509
|
|
Thereafter
|
|
27,426
|
|
|
59,449
|
|
Total
|
|
$
|
32,781
|
|
|
$
|
86,994
|
|
Lease Prepayment by Lessor, Retirement of Related Mortgage Loan Financing and Impairment of Real Estate
On January 10, 2019, the Company received $10.0 million prepayment of a lease on a single-tenant two-story office building in Wayne, NJ. As of March 31, 2019, this property had a book value of $5.6 million, which is net of accumulated depreciation and amortization of $2.7 million. The Company recognized the $10.0 million of operating lease income on a straight-line basis over the revised lease term. On February 6, 2019, the Company paid off $6.6 million of mortgage loan financing related to the property, recognizing a loss on extinguishment of debt of $1.1 million. During the three months ended March 31, 2019, the Company recorded a $1.4 million impairment of real estate to reduce the carrying value of the real estate to the estimated fair value of the real estate. On May 1, 2019, the Company completed the sale of the property recognizing $3.9 million of operating lease income, $3.5 million realized loss on sale of real estate, net and $0.4 million of depreciation and amortization expense, resulting in a net loss of $20 thousand. See Note 15, Fair Value of Financial Instruments for further detail.
There were $0.5 million and $0.9 million of rent receivables included in other assets on the consolidated balance sheets as of December 31, 2020 and 2019, respectively.
There was unencumbered real estate of $75.9 million and $59.2 million as of December 31, 2020 and 2019, respectively.
During the years ended December 31, 2020 and 2019, the Company recorded $5.6 million and $2.6 million, respectively, of real estate operating income, which is included in operating lease income in the consolidated statements of income. There was no real estate operating income recorded during the year ended December 31, 2018.
The following is a schedule of non-cancellable, contractual, future minimum rent under leases (excluding property operating expenses paid directly by tenant under net leases) at December 31, 2020 ($ in thousands):
|
|
|
|
|
|
|
|
|
Period Ending December 31,
|
|
Amount
|
|
|
|
2021
|
|
$
|
79,393
|
|
2022
|
|
70,983
|
|
2023
|
|
64,425
|
|
2024
|
|
63,438
|
|
2025
|
|
62,138
|
|
Thereafter
|
|
471,409
|
|
Total
|
|
$
|
811,786
|
|
Acquisitions
During the year ended December 31, 2020, the Company acquired the following properties ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition Date
|
|
Type
|
|
Primary Location(s)
|
|
Purchase Price/Fair Value on the Date of Foreclosure
|
|
|
|
|
Ownership Interest (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate purchases of net leased real estate
|
|
$
|
7,440
|
|
|
|
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate acquired via foreclosure
|
|
|
|
|
|
|
|
March 2020
|
|
Diversified
|
|
Los Angeles, CA
|
|
21,535
|
|
|
|
|
|
100.0%
|
June 2020
|
|
Diversified
|
|
Winston Salem, NC
|
|
3,900
|
|
|
|
|
|
100.0%
|
December 2020
|
|
Diversified
|
|
South Bend, IN
|
|
3,875
|
|
|
|
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate acquired via foreclosure
|
|
29,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate acquisitions
|
|
|
|
$
|
36,750
|
|
|
|
|
|
|
(1)Properties were consolidated as of acquisition date.
The Company allocates purchase consideration based on relative fair values, and real estate acquisition costs are capitalized as a component of the cost of the assets acquired for asset acquisitions. During the year ended December 31, 2020, all acquisitions were determined to be asset acquisitions.
The purchase prices were allocated to the asset acquisitions during the year ended December 31, 2020, as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
Purchase Price Allocation
|
|
|
|
Land
|
|
$
|
25,250
|
|
Building
|
|
10,473
|
|
Intangibles
|
|
1,379
|
|
Below Market Lease Intangibles
|
|
(352)
|
|
Total purchase price
|
|
$
|
36,750
|
|
The weighted average amortization period for intangible assets acquired during the year ended December 31, 2020 was 39.8 years. The Company recorded $0.4 million in revenues from its 2020 acquisitions for the year ended December 31, 2020, which is included in its consolidated statements of income. The Company recorded $(0.9) million in earnings (losses) from its 2020 acquisitions for the year ended December 31, 2020, which is included in its consolidated statements of income.
During the year ended December 31, 2019, the Company acquired the following properties ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition Date
|
|
Type
|
|
Primary Location(s)
|
|
Purchase Price/Fair Value on the Date of Foreclosure
|
|
|
|
|
Ownership Interest (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate purchases of net leased 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.
The Company allocates purchase consideration based on relative fair values, and real estate acquisition costs are capitalized as a component of the cost of the assets acquired for asset acquisitions. During the year ended December 31, 2019, all acquisitions were determined to be asset acquisitions.
The purchase prices were allocated to the asset acquisitions during the year ended December 31, 2019, as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
Purchase Price Allocation
|
|
|
|
Land
|
|
$
|
17,373
|
|
Building
|
|
84,725
|
|
Intangibles
|
|
3,802
|
|
Below Market Lease Intangibles
|
|
(1,309)
|
|
Total purchase price
|
|
$
|
104,591
|
|
The weighted average amortization period for intangible assets acquired during the year ended December 31, 2019 was 34.2 years. The Company recorded $0.6 million in revenues from its 2019 acquisitions for the year ended December 31, 2019, respectively, which is included in its consolidated statements of income. The Company recorded $(2.3) million in earnings (losses) from its 2019 acquisitions for the year ended December 31, 2019, respectively, which is included in its consolidated statements of income.
Acquisitions via Foreclosure
In December 2020, the Company acquired a hotel in South Bend, IN, via foreclosure. The property previously served as collateral for a mortgage loan receivable held for investment with a basis of $4.1 million, net of an asset-specific loan loss provision of $0.5 million. The Company recorded a gain of $0.1 million resulting from the foreclosure of the loan. In December 2020, the foreclosed property was sold without any gain or loss.
In June 2020, the Company acquired a hotel in Winston Salem, NC via foreclosure. This property previously served as collateral for a mortgage loan receivable held for investment with a net basis of $3.8 million. The Company obtained a third-party appraisal of the property. The $3.9 million fair value was determined using the ground lease approach and the income approach to value. The appraiser utilized a terminal capitalization rate of 9.50% and a discount rate of 13.50%. There was no gain or loss resulting from the foreclosure of the loan. In September 2020, the foreclosed property was sold for a gain of $0.8 million.
In March 2020, the Company acquired a development property in Los Angeles, CA, via foreclosure. This property previously served as collateral for a mortgage loan receivable held for investment with a basis of $21.6 million, net of an asset-specific loan loss provision of $2.0 million. The Company obtained a third-party appraisal of the property. Substantially all of the fair value was attributed to land. The $21.5 million fair value was determined using the sales comparison approach to value. Using this approach, the appraiser developed an opinion of the fee simple value of the underlying land by comparing the property to similar, recently sold properties in the surrounding or competing area. The Company recorded a $0.1 million loss resulting from the foreclosure of the loan.
In December 2019, the Company acquired a hotel in San Diego, CA, via foreclosure. This property previously served as collateral for two mortgage loan receivables held for investment with a net basis of $40.0 million. The receivables consisted of a $33.9 million first mortgage loan receivable to a third-party and a $5.7 million mortgage loan receivable held for investment by the Company as of the date of foreclosure. The $33.9 million first mortgage loan obligation was assumed by the Company on the date of acquisition. The Company obtained a third-party appraisal of the property with a fair value of $42.3 million. The value was determined using the income approach. The appraiser utilized a terminal capitalization rate of 8.50% and a discount rate of 10.50%. There was a $2.3 million gain resulting from the foreclosure of the loan.
In December 2019, the Company acquired a portfolio of two student housing properties in Fort Worth and Arlington, TX, via foreclosure. These properties previously served as collateral for a mortgage loan receivable held for investment with a net basis of $22.6 million. The acquisitions were recorded at fair value. The Company obtained a third-party appraisal of both properties. The $12.8 million fair value of the Fort Worth, TX property was determined using the income approach. The appraiser utilized a projected stabilized cash flow and a cap rate of 5.75%. The $10.9 million fair value of the Arlington, TX property was determined using the income approach. The appraiser utilized a projected stabilized cash flow and a cap rate of 6.00%. The Company also assumed $0.9 million of other liabilities, net in connection with the foreclosure. There was no gain or loss resulting from the foreclosure of the loan.
In February 2019, the Company acquired a hotel in Omaha, NE, via foreclosure. This property previously served as collateral for a mortgage loan receivable held for investment with a net basis of $17.9 million. The Company obtained a third-party appraisal of the property. The $18.2 million fair value was determined using the income approach to value. The appraiser utilized a terminal capitalization rate of 8.75% and a discount rate of 10.25%. There was no gain or loss resulting from the foreclosure of the loan.
These non-recurring fair values are considered Level 3 measurements in the fair value hierarchy.
Sales
The Company sold the following properties during the year ended December 31, 2020 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Date
|
|
Type
|
|
|
|
Primary Location(s)
|
|
Net Sales Proceeds
|
|
Net Book Value
|
|
Realized Gain/(Loss)(1)
|
|
Properties
|
|
Units Sold
|
|
Units Remaining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Various
|
|
Condominium
|
|
|
|
Miami, FL
|
|
$
|
1,832
|
|
|
$
|
1,821
|
|
|
$
|
11
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
|
March 2020
|
|
Diversified
|
|
|
|
Richmond, VA
|
|
22,527
|
|
|
14,829
|
|
|
7,698
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
|
March 2020
|
|
Diversified
|
|
|
|
Richmond, VA
|
|
6,932
|
|
|
4,109
|
|
|
2,823
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
August 2020
|
|
Net Lease
|
|
|
|
Bellport, NY
|
|
19,434
|
|
|
15,012
|
|
|
4,422
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
September 2020
|
|
Diversified
|
|
|
|
Lithia Springs, GA
|
|
39,491
|
|
|
23,187
|
|
|
16,304
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
September 2020
|
|
Diversified
|
|
|
|
Winston Salem, NC
|
|
4,647
|
|
|
3,803
|
|
|
844
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
December 2020
|
|
Diversified
|
|
|
|
South Bend, IN
|
|
3,875
|
|
|
3,875
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
Totals
|
|
|
|
|
|
|
|
$
|
98,738
|
|
|
$
|
66,636
|
|
|
$
|
32,102
|
|
|
|
|
|
|
|
|
|
(1)Realized gain (loss) on the sale of real estate, net on the consolidated statements of income also includes $32.1 million of realized gain (loss) on the disposal of fixed assets for the year ended December 31, 2020.
The Company sold the following properties during the year ended December 31, 2019 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
(1)Realized gain (loss) on the sale of real estate, net on the consolidated statements of income also includes $1.4 million of realized loss on the disposal of fixed assets for the year ended December 31, 2019.
The Company sold the following properties during the year ended December 31, 2018 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
6. INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES
The following is a summary of the Company’s investments in and advances to unconsolidated joint ventures, which we account for using the equity method, as of December 31, 2020 and 2019 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entity
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
Grace Lake JV, LLC
|
|
$
|
4,023
|
|
|
$
|
3,047
|
|
24 Second Avenue Holdings LLC
|
|
42,230
|
|
|
45,386
|
|
Investment in unconsolidated joint ventures
|
|
$
|
46,253
|
|
|
$
|
48,433
|
|
The following is a summary of the Company’s allocated earnings (losses) based on its ownership interests from investment in unconsolidated joint ventures for the years ended December 31, 2020 and 2019 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Entity
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grace Lake JV, LLC
|
|
|
|
|
|
$
|
976
|
|
|
$
|
1,047
|
|
|
1,658
|
|
24 Second Avenue Holdings LLC
|
|
|
|
|
|
845
|
|
|
2,385
|
|
|
(868)
|
|
Earnings (loss) from investment in unconsolidated joint ventures
|
|
|
|
|
|
$
|
1,821
|
|
|
$
|
3,432
|
|
|
$
|
790
|
|
Grace Lake JV, LLC
In connection with the origination of a loan in April 2012, the Company received a 25% equity interest with the right to convert upon a capital event. On March 22, 2013, the loan was refinanced, and the Company converted its interest into a 19% limited liability company membership interest in Grace Lake JV, LLC (“Grace Lake LLC”), which holds an investment in an office building complex. After taking into account the preferred return of 8.25% and the return of all equity remaining in the property to the Company’s operating partner, the Company is entitled to 25% of the distribution of all excess cash flows and all disposition proceeds upon any sale. The Company is not legally required to provide any future funding to Grace Lake LLC. The Company accounts for its interest in Grace Lake LLC using the equity method of accounting, as it has a 19% investment, compared to the 81% investment of its operating partner and does not control the entity.
The Company’s investment in Grace Lake LLC is an unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture was deemed to be a VIE primarily based on the fact there are disproportionate voting and economic rights within the joint venture. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has a passive investment and no control of this entity and therefore does not have controlling financial interests in this VIE. The Company’s maximum exposure to loss is limited to its investment in the VIE. The Company has not provided financial support to this VIE that it was not previously contractually required to provide.
During the year ended December 31, 2020, the Company received no distributions from its investment in Grace Lake LLC. During the years ended December 31, 2019 and 2018, the Company had received $3.3 million and $1.3 million, respectively, of distributions from its investment in Grace Lake LLC.
The Company holds its investment in Grace Lake LLC in a TRS.
24 Second Avenue Holdings LLC
On August 7, 2015, the Company entered into a joint venture, 24 Second Avenue Holdings LLC (“24 Second Avenue”), with an operating partner (the “Operating Partner”) to invest in a ground-up residential/retail condominium development and construction project located at 24 Second Avenue, New York, NY. The Company accounted for its interest in 24 Second Avenue using the equity method of accounting as its joint venture partner was the managing member of 24 Second Avenue and had substantive management rights.
During the three months ended March 31, 2019, the Company converted its existing $35.0 million common equity interest into a $35.0 million priority preferred equity position. The Company also provided $50.4 million in first mortgage financing in order to refinance the existing $48.1 million first mortgage construction loan which was made by another lending institution. In addition to the new $50.4 million first mortgage loan, the Company also funded a $6.5 million mezzanine loan for use in completing the project. The Operating Partner must fully fund any and all additional capital for necessary expenses.
Due to the Company’s non-controlling equity interest in 24 Second Avenue, the Company accounts for the new loans as additional investments in the joint venture.
During the years ended December 31, 2020, 2019 and 2018, the Company recorded $0.8 million, $2.4 million and $(0.9) million, respectively, in income (expenses), each of which is recorded in earnings (loss) from investment in unconsolidated joint ventures in the consolidated statements of income. During 2019 and 2018, the Company capitalized interest related to the cost of its investment in 24 Second Avenue, as 24 Second Avenue had activities in progress necessary to construct and ultimately sell condominium units. During the years ended December 31, 2019 and 2018, the Company capitalized $0.1 million and $1.5 million, respectively, of interest expense, using a weighted average interest rate. The capitalized interest expense was recorded in investment in unconsolidated joint ventures in the consolidated balance sheets. As a result of the transactions described above, subsequent to the three months ended March 31, 2019, the Company no longer capitalizes interest related to this investment, and income generated from the new loans is accounted for as earnings from investment in unconsolidated joint ventures.
The 24 Second Avenue investment consists of residential condominium units and one commercial condominium unit. 24 Second Avenue started closing on the existing sales contracts during the quarter ended March 31, 2019, upon receipt of New York City Building Department approvals and a temporary certificate of occupancy for a portion of the project. As of December 31, 2020, 24 Second Avenue sold 20 residential condominium units for $53.0 million in total gross sale proceeds, and one residential condominium unit was under contract for sale for $2.3 million in gross sales proceeds with a 10% deposit down on the sales contract. As of December 31, 2020, the Company had no additional remaining capital commitment to 24 Second Avenue.
The Company’s non-controlling investment in 24 Second Avenue is an unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture was deemed to be a VIE primarily based on (i) the fact that the total equity investment at risk (inclusive of the additional financing the Company provided through the first mortgage and mezzanine loans) is sufficient to permit the entities to finance activities without additional subordinated financial support provided by any parties, including equity holders; and (ii) the voting and economic rights are not disproportionate within the joint venture. The Company determined that it was not the primary beneficiary of this VIE because it does not have a controlling financial interest.
The Company holds its investment in 24 Second Avenue in a TRS.
Combined Summary Financial Information for Unconsolidated Joint Ventures
The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, 2020 and 2019 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
|
Total assets
|
|
$
|
114,916
|
|
|
$
|
118,727
|
|
Total liabilities
|
|
75,775
|
|
|
78,762
|
|
Partners’/members’ capital
|
|
$
|
39,141
|
|
|
$
|
39,965
|
|
The following is a summary of the combined results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2020, 2019 and 2018 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
$
|
17,461
|
|
|
$
|
7,630
|
|
|
$
|
19,122
|
|
Total expenses
|
|
|
|
|
|
14,206
|
|
|
14,930
|
|
|
13,381
|
|
Net income (loss)
|
|
|
|
|
|
$
|
3,255
|
|
|
$
|
(7,300)
|
|
|
$
|
5,741
|
|
7. DEBT OBLIGATIONS, NET
The details of the Company’s debt obligations at December 31, 2020 and December 31, 2019 are as follows ($ in thousands):
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Obligations
|
|
Committed Financing
|
|
Debt Obligations Outstanding
|
|
Committed but Unfunded
|
|
Interest Rate at December 31, 2020(1)
|
|
Current Term Maturity
|
|
Remaining Extension Options
|
|
Eligible Collateral
|
|
Carrying Amount of Collateral
|
|
Fair Value of Collateral
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Committed Loan Repurchase Facility(2)
|
|
$
|
500,000
|
|
|
$
|
112,004
|
|
|
$
|
387,996
|
|
|
1.91%
|
—
|
2.16%
|
|
12/19/2022
|
|
(3)
|
|
(4)
|
|
$
|
180,416
|
|
|
$
|
180,416
|
|
|
Committed Loan Repurchase Facility
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—%
|
—
|
—%
|
|
2/26/2021
|
|
(5)
|
|
(6)
|
|
—
|
|
|
—
|
|
|
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
90,197
|
|
|
209,803
|
|
|
1.91%
|
—
|
2.91%
|
|
12/16/2021
|
|
(7)
|
|
(8)
|
|
154,850
|
|
|
154,850
|
|
|
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
11,312
|
|
|
288,688
|
|
|
2.19%
|
—
|
2.19%
|
|
11/6/2022
|
|
(9)
|
|
(4)
|
|
28,285
|
|
|
28,285
|
|
|
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
26,183
|
|
|
73,817
|
|
|
2.28%
|
—
|
2.28%
|
|
12/31/2022
|
|
(10)
|
|
(4)
|
|
45,235
|
|
|
45,235
|
|
|
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
15,672
|
|
|
84,328
|
|
|
2.66%
|
—
|
3.5%
|
|
10/24/2021
|
|
(11)
|
|
(12)
|
|
30,600
|
|
|
30,600
|
|
|
Total Committed Loan Repurchase Facilities
|
|
1,550,000
|
|
|
255,368
|
|
|
1,294,632
|
|
|
|
|
|
|
|
|
|
|
|
|
439,386
|
|
|
439,386
|
|
|
Committed Securities Repurchase Facility(2)
|
|
787,996
|
|
|
149,633
|
|
|
638,363
|
|
|
0.86%
|
—
|
1.11%
|
|
12/23/2021
|
|
N/A
|
|
(13)
|
|
226,008
|
|
|
226,008
|
|
|
Uncommitted Securities Repurchase Facility
|
|
N/A (14)
|
|
415,836
|
|
|
N/A (14)
|
|
0.73%
|
—
|
2.84%
|
|
1/2021-3/2021
|
|
N/A
|
|
(13)
|
|
502,476
|
|
|
502,476
|
|
(15)
|
Total Repurchase Facilities
|
|
1,950,000
|
|
|
820,837
|
|
|
1,544,999
|
|
|
|
|
|
|
|
|
|
|
|
|
1,167,870
|
|
|
1,167,870
|
|
|
Revolving Credit Facility
|
|
266,430
|
|
|
266,430
|
|
|
—
|
|
|
3.15%
|
—
|
3.15%
|
|
2/11/2022
|
|
(16)
|
|
N/A (17)
|
|
N/A (17)
|
|
N/A (17)
|
|
Mortgage Loan Financing
|
|
766,064
|
|
|
766,064
|
|
|
—
|
|
|
3.75%
|
—
|
6.16%
|
|
2021 - 2030(18)
|
|
N/A
|
|
(19)
|
|
909,406
|
|
|
1,133,703
|
|
(20)
|
Secured Financing Facility
|
|
206,350
|
|
|
192,646
|
|
(21)
|
—
|
|
|
10.75%
|
—
|
10.75%
|
|
5/6/2023
|
|
N/A
|
|
(22)
|
|
327,769
|
|
|
328,097
|
|
|
CLO Debt
|
|
279,156
|
|
|
276,516
|
|
(23)
|
—
|
|
|
5.5%
|
—
|
5.5%
|
|
5/16/2024
|
|
N/A
|
|
(4)
|
|
362,600
|
|
|
362,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from the FHLB
|
|
1,500,000
|
|
|
288,000
|
|
|
1,212,000
|
|
|
0.41%
|
—
|
2.74%
|
|
2021 - 2024
|
|
N/A
|
|
(24)
|
|
388,400
|
|
|
392,212
|
|
(25)
|
Senior Unsecured Notes
|
|
1,612,299
|
|
|
1,599,371
|
|
(26)
|
—
|
|
|
4.25%
|
—
|
5.88%
|
|
2021 - 2027
|
|
N/A
|
|
N/A (27)
|
|
N/A (27)
|
|
N/A (27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt Obligations, Net
|
|
$
|
6,580,299
|
|
|
$
|
4,209,864
|
|
|
$
|
2,756,999
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,156,045
|
|
|
$
|
3,384,482
|
|
|
(1)December 2020 LIBOR rates are used to calculate interest rates for floating rate debt.
(2)The combined committed amounts for the loan repurchase facility and the securities repurchase facility total $900.0 million, with maximum capacity on the loan repurchase facility of $500.0 million, and maximum capacity on the securities repurchase facility of $900.0 million less outstanding commitments on the loan repurchase facility.
(3)Two additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.
(4)First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.
(5)Three additional 12-month periods at Company’s option.
(6)First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.
(7)Two additional 364-day periods at Company’s option.
(8)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.
(9)One additional 12-month extension period and two additional 6-month extension periods at Company’s option.
(10)Two additional 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.
(11)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.
(12)First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.
(13)Commercial real estate securities. It does not include the real estate collateralizing such securities.
(14)Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.
(15)Includes $2.1 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
(16)Three 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 $7.2 million and an unamortized discount of $6.6 million related to the Purchase Right (described in detail under Secured Financing Facility below) at December 31, 2020.
(22)First mortgage commercial real estate loans. Substitution of collateral and conversion of loan collateral to mortgage collateral are permitted with Lender’s approval.
(23)Presented net of unamortized debt issuance costs of $2.6 million at December 31, 2020.
(24)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.
(25)Includes $9.4 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
(26)Presented net of unamortized debt issuance costs of $12.9 million at December 31, 2020.
(27)The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 (13)
|
|
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)
|
—
|
|
|
5.25%
|
—
|
5.88%
|
|
2021 - 2025
|
|
N/A
|
|
N/A (23)
|
|
N/A (23)
|
|
N/A (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt Obligations
|
|
$
|
6,341,032
|
|
|
$
|
4,859,873
|
|
|
$
|
2,543,710
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,486,457
|
|
|
$
|
4,699,298
|
|
|
(1)December 31, 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 periods.
(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)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 the 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 the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis. Additionally includes $261.0 million of cash collateral.
(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.
Committed Loan and Securities Repurchase Facilities
The Company has entered into multiple committed master repurchase agreements in order to finance its lending activities. The Company has entered into six committed master repurchase agreements, as outlined in the December 31, 2020 table above, totaling $1.6 billion of credit capacity. Assets pledged as collateral under these facilities are limited to whole mortgage loans or participation interests in mortgage loans collateralized by first liens on commercial properties and mezzanine debt. The Company also has a term master repurchase agreement with a major U.S. bank to finance CMBS totaling $788.0 million. The Company’s repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, maximum leverage ratios, and minimum fixed charge coverage ratios. The Company believes it was in compliance with all covenants as of December 31, 2020 and December 31, 2019.
The Company has the option to extend some of the current facilities subject to a number of conditions, including satisfaction of certain notice requirements, no event of default exists, and no margin deficit exists, all as defined in the repurchase facility agreements. The lenders have sole discretion with respect to the inclusion of collateral in these facilities, to determine the market value of the collateral on a daily basis, to be exercised on a good faith basis, and have the right in certain cases to require additional collateral, a full and/or partial repayment of the facilities (margin call), or a reduction in unused availability under the facilities, sufficient to rebalance the facilities if the estimated market value of the included collateral declines.
As of December 31, 2020, the Company had repurchase agreements with eight counterparties, with total debt obligations outstanding of $820.8 million. As of December 31, 2020, two counterparties, JP Morgan and Wells Fargo, held collateral that exceeded the amounts borrowed under the related repurchase agreements by more than $77.4 million, or 5% of our total equity. As of December 31, 2020, the weighted average haircut, or the percent of collateral value in excess of the loan amount, under our repurchase agreements was 29.7%. There have been no significant fluctuations in haircuts across asset classes on our repurchase facilities.
On February 14, 2020, the Company amended one of its committed loan repurchase facilities with a major U.S. bank to reduce the maximum capacity of the facility from $600.0 million to $500.0 million.
On February 26, 2020, the Company amended one of its committed loan repurchase facilities with a major U.S. bank, extending the term of the facility. The current maturity date is now February 26, 2021, and the Company has three one-year extension options for a final maturity date of February 26, 2024. The Company also reduced the maximum size of the facility from $350.0 million to $250.0 million.
On March 23, 2020, the Company amended one of its committed loan and securities repurchase facilities with a major U.S. bank to allow for an increase in the capacity on the securities repurchase facility, to the extent the Company has excess capacity on the loan repurchase facility. Prior to the amendment, the committed amounts on the facility were $500.0 million and $400.0 million on the loan and securities repurchase facilities, respectively. After the amendment, the committed amounts continue to total $900.0 million, with maximum capacity on the loan repurchase facility of $500.0 million, and maximum capacity on the securities repurchase facility of $900.0 million less outstanding commitments on the loan repurchase facility.
Effective June 16, 2020, the Company amended the pricing side letter related to one of its committed loan repurchase facility with a major U.S. bank to extend the current maturity date to March 24, 2021. The Company also temporarily increased the leverage covenant to 4.0x through and including December 31, 2020. On December 9, 2020, the Company further amended the pricing side letter to extend the current maturity date to October 24, 2021.
Revolving Credit Facility
The Company’s revolving credit facility (the “Revolving Credit Facility”) provides for an aggregate maximum borrowing amount of $266.4 million, including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. On November 25, 2019, the Company amended the Revolving Credit Facility to add two additional one-year extension options, extending the final maturity date, including all extension options, to February 2025. The amendment also provided for a reduction of the interest rate to one-month LIBOR plus 3.00% upon the upgrade of the Company’s credit ratings, which occurred in January 2020. As of December 31, 2020, interest on the Revolving Credit Facility is one-month LIBOR plus 3.00% per annum payable monthly in arrears. As of December 31, 2020, the Company had $266.4 million borrowings outstanding.
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries to the extent the pledge is not restricted under existing regulations, law or contractual obligations.
LCFH is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of additional debt, liens, restricted payments, sales of assets and affiliate transactions. In addition, under the Revolving Credit Facility, LCFH is required to comply with financial covenants relating to minimum net worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with our other credit facilities. The Company’s ability to borrow under the Revolving Credit Facility is dependent on, among other things, LCFH’s compliance with the financial covenants. The Revolving Credit Facility contains customary events of default, including non-payment of principal or interest, fees or other amounts, failure to perform or observe covenants, cross-default to other indebtedness, the rendering of judgments against the Company or certain of our subsidiaries to pay certain amounts of money and certain events of bankruptcy or insolvency.
Debt Issuance Costs
As discussed in Note 2, Significant Accounting Policies in this Annual Report, the Company considers its committed loan master repurchase facilities and Revolving Credit Facility to be revolving debt arrangements. As such, the Company continues to defer and present costs associated with these facilities as an asset, subsequently amortizing those costs ratably over the term of each revolving debt arrangement. As of December 31, 2020 and 2019, the amount of unamortized costs relating to such facilities are $5.8 million and $8.0 million, respectively, and are included in other assets in the consolidated balance sheets.
Uncommitted Securities Repurchase Facilities
The Company has also entered into multiple master repurchase agreements with several counterparties collateralized by real estate securities. The borrowings under these agreements have typical advance rates between 75% and 95% of the fair value of collateral.
Mortgage Loan Financing
These non-recourse debt agreements provide for fixed rate financing at rates ranging from 3.75% to 6.16%, with anticipated maturity dates between 2021- 2030 as of December 31, 2020. These loans have carrying amounts of $766.1 million and $812.6 million, net of unamortized premiums of $4.6 million and $5.5 million as of December 31, 2020 and 2019, respectively, representing proceeds received upon financing greater than the contractual amounts due under these agreements. The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest method. The Company recorded $1.2 million, $1.6 million and $1.0 million of premium amortization, which decreased interest expense, for the years ended December 31, 2020, 2019 and 2018, respectively. The loans are collateralized by real estate and related lease intangibles, net, of $909.4 million and $988.9 million as of December 31, 2020 and 2019, respectively. During the years ended December 31, 2020, 2019 and 2018, the Company executed 10, 22 and 12 term debt agreements, respectively, to finance properties in its real estate portfolio.
On February 6, 2019, the Company paid off $6.6 million of mortgage loan financing, recognizing a loss on extinguishment of debt of $1.1 million.
Secured Financing Facility
On April 30, 2020, the Company entered into a strategic financing arrangement with an American multinational corporation (the “Lender”), under which the Lender provided the Company with approximately $206.4 million in senior secured financing (the “Secured Financing Facility”) to fund transitional and land loans. The Secured Financing Facility is secured on a first lien basis on a portfolio of certain of the Company’s loans and will mature on May 6, 2023, and borrowings thereunder bear interest at LIBOR (or a minimum of 0.75% if greater) plus 10.0%, with a minimum interest premium of approximately $39.2 million minus the aggregate sum of all interest payments made under the Secured Financing Facility prior to the date of payment of the minimum interest premium, which is payable upon the earlier of maturity or repayment in full of the loan. The Senior Financing Facility is non-recourse, subject to limited exceptions, and does not contain mark-to-market provisions. Additionally, the Senior Financing Facility provides the Company optionality to modify or restructure loans or forbear in exercising remedies, which maximizes the Company’s financial flexibility.
As part of the strategic financing, the Lender also had the ability to make an equity investment in the Company of up to 4.0 million Class A common shares at $8.00 per share, subject to certain adjustments (the “Purchase Right”). The Purchase Right was exercised in full at $8.00 per share on December 29, 2020. In addition, the Lender has agreed not to sell, transfer, assign, pledge, hypothecate, mortgage, dispose of or in any way encumber the shares acquired as a result of exercising the Purchase Right for a period of time following the exercise date. In connection with the issuance of the Purchase Right, the Company and the Lender entered into a registration rights agreement, pursuant to which the Company has agreed to provide customary demand and piggyback registration rights to the Lender.
The Purchase Right was classified as equity and the $200.9 million of net proceeds from the original issuance were allocated $192.5 million to the originally issued debt obligation and $8.4 million to the Purchase Right using the relative fair value method. The commitment to issue shares will not be subsequently remeasured. The $8.4 million allocated to the Purchase Right is being treated as a discount to the debt and amortized over the life of the Purchase Right to interest expense.
As of December 31, 2020, the Company had $192.6 million of borrowings outstanding under the secured financing facility included in debt obligations on its consolidated balance sheets, net of unamortized debt issuance costs of $7.2 million and an $6.6 million unamortized discount related to the Purchase Right.
Collateralized Loan Obligation (“CLO”) Debt
On April 27, 2020, a consolidated subsidiary of the Company completed a private CLO transaction with a major U.S. bank which generated $310.2 million of gross proceeds to Ladder, financing $481.3 million of loans (“Contributed Loans”) at a 64.5% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained a 35.5% subordinate and controlling interest in the CLO. The Company retained control over major decisions made with respect to the administration of the Contributed Loans, including broad discretion in managing these loans in light of the COVID-19 pandemic, and has the ability to appoint the special servicer under the CLO. The CLO is a VIE and the Company was the primary beneficiary and, therefore, consolidated the VIE - See Note 10, Consolidated Variable Interest Entities. Proceeds from the transaction were used to pay off other secured debt including bank and FHLB financing that was subject to mark-to-market provisions.
As of December 31, 2020, the Company had $276.5 million of matched term, non-mark-to-market and non-recourse CLO debt included in debt obligations on its consolidated balance sheets. Unamortized debt issuance costs of $2.6 million were included in CLO debt as of December 31, 2020.
The Company completed CLO issuances in the two transactions described below. In October 2019, the Company redeemed all outstanding debt obligations related to the two CLO transactions.
On October 17, 2017, a consolidated subsidiary of the Company consummated a securitization of floating-rate commercial mortgage loans through a static CLO structure. Over $456.9 million of balance sheet loans (“Contributed Loans”) were contributed into the CLO. A consolidated subsidiary of the Company retained an approximately 18.5% interest in the CLO by retaining the most subordinate classes of notes issued by the CLO. The Company retained control over major decisions made with respect to the administration of the Contributed Loans and had the ability to appoint the special servicer under the CLO. The CLO was a VIE and the Company was the primary beneficiary.
On December 21, 2017, a subsidiary of the Company consummated a securitization of fixed and floating-rate commercial mortgage loans through a static CLO structure. Over $431.5 million of Contributed Loans were contributed into the CLO. A consolidated subsidiary of the Company retained an approximately 25.0% interest in the CLO by retaining the most subordinate classes of notes issued by the CLO. The Company retained control over major decisions made with respect to the administration of the Contributed Loans and had the ability to appoint the special servicer under the CLO. The CLO was a VIE and the Company was the primary beneficiary.
Borrowings from the Federal Home Loan Bank (“FHLB”)
On July 11, 2012, Tuebor, a consolidated subsidiary of the Company, became a member of the FHLB and subsequently drew its first secured funding advances from the FHLB. On December 6, 2017, Tuebor’s advance limit was updated by the FHLB to the lowest of a Set Dollar Limit ($2.0 billion), 40% of Tuebor’s total assets or 150% of the Company’s total equity. Beginning April 1, 2020 through December 31, 2020, the Set Dollar Limit was $1.5 billion. Beginning January 1, 2021 through February 19, 2021, the Set Dollar Limit will be $750.0 million. Tuebor has met its obligations and paid down its advances in accordance with the scheduled reduction in the Set Dollar Limit, which remains subject to revision by the FHLB or as a result of any future changes in applicable regulations.
As of December 31, 2020, Tuebor had $288.0 million of borrowings outstanding (with an additional $1.2 billion of committed term financing available from the FHLB), with terms of overnight to 3.75 years (with a weighted average of 2.76 years), interest rates of 0.41% to 2.74% (with a weighted average of 1.12%), and advance rates of 45.0% to 95.7% on eligible collateral. As of December 31, 2020, collateral for the borrowings was comprised of $280.1 million of CMBS and U.S. Agency Securities and $108.3 million of first mortgage commercial real estate loans.
As of December 31, 2019, Tuebor had $1.1 billion of borrowings outstanding (with an additional $872.3 million of committed term financing available from the FHLB), with terms of overnight to 4.75 years (with a weighted average of 2.1 years), interest rates of 1.47% to 2.95% (with a weighted average of 2.33%), and advance rates of 60.8% to 100% of the collateral, including cash collateral. As of December 31, 2019, collateral for the borrowings was comprised of $432.0 million of CMBS and U.S. Agency Securities and $675.2 million of first mortgage commercial real estate loans and $261.0 million of cash.
FHLB advances amounted to 6.8% of the Company’s outstanding debt obligations as of December 31, 2020.
After February 19, 2021, pursuant to a final rule adopted by the Federal Housing Finance Agency (the "FHFA") regarding the eligibility of captive insurance companies, Tuebor's outstanding advances may remain outstanding until their scheduled maturity dates, but Tuebor may not borrow additional funds. There is no assurance that the FHFA or the FHLB will not take actions that could adversely impact Tuebor’s existing advances.
Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only be made with regulatory approval. However, there can be no assurance that we would obtain such approval if sought. Largely as a result of this restriction, approximately $2.1 billion of the member’s capital was restricted from transfer via dividend to Tuebor’s parent without prior approval of state insurance regulators at December 31, 2020. To facilitate intercompany cash funding of operations and investments, Tuebor and its parent maintain regulator-approved intercompany borrowing/lending agreements.
Senior Unsecured Notes
As of December 31, 2020, the Company had $1.6 billion of unsecured corporate bonds outstanding. These unsecured financings were comprised of $146.7 million in aggregate principal amount of 5.875% senior notes due 2021 (the “2021 Notes”), $465.9 million in aggregate principal amount of 5.25% senior notes due 2022 (the “2022 Notes”), $348.0 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”) and $651.8 million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes,” collectively with the 2021 Notes, the 2022 Notes and the 2025 Notes, the “Notes”). As a result of the Company’s financing and liquidity measures implemented to date as a direct response to the COVID-19 pandemic, Ladder repurchased an aggregate principal of the Notes of $139.1 million, recognizing a gain on extinguishment of debt of $19.0 million, offset by accelerated deferred financing cost amortization of $1.5 million during the three months ended June 30, 2020.
LCFH issued the Notes with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is a 100% owned finance subsidiary of Series TRS of LCFH with no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the Notes. The Company and certain subsidiaries of LCFH currently guarantee the obligations under the Notes and the indenture. The Company is the general partner of LCFH and, through LCFH and its subsidiaries, operates the Ladder Capital business. As of December 31, 2020, the Company has a 100.0% economic and voting interest in LCFH and controls the management of LCFH as a result of its ability to appoint board members. Accordingly, the Company consolidates the financial results of LCFH. In addition, the Company, through certain subsidiaries which are treated as TRSs, is indirectly subject to U.S. federal, state and local income taxes. Other than federal, state and local income taxes, there are no material differences between the Company’s consolidated financial statements and LCFH’s consolidated financial statements. The Company believes it was in compliance with all covenants of the Notes as of December 31, 2020 and 2019.
Unamortized debt issuance costs of $12.9 million and $8.4 million are included in senior unsecured notes as of December 31, 2020 and 2019, respectively, in accordance with GAAP.
2021 Notes
On August 1, 2014, LCFH issued $300.0 million in aggregate principal amount of 5.875% senior notes due August 1, 2021 (the “2021 Notes”). The 2021 Notes require interest payments semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on February 1, 2015. The 2021 Notes will mature on August 1, 2021. The 2021 Notes are unsecured and are subject to incurrence-based covenants, including limitations on the incurrence of additional debt, restricted payments, liens, sales of assets, affiliate transactions and other covenants typical for financings of this type. At any time on or after August 1, 2017, the Company may redeem the 2021 Notes in whole or in part, upon not less than 30 nor more than 60 days’ notice, at redemption prices defined in the indenture governing the 2021 Notes, plus accrued and unpaid interest, if any, to the redemption date. On February 24, 2016, the board of directors authorized the Company to make up to $100.0 million in repurchases of the 2021 Notes from time to time without further approval. On May 2, 2018, the board of the directors authorized the Company to repurchase any or all of the 2021 Notes from time to time without further approval. During the year ended December 31, 2020, the Company retired $119.5 million of principal of the 2021 Notes for a repurchase price of $119.3 million, recognizing a $0.1 million net gain on extinguishment of debt after recognizing $(0.2) million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2020, the remaining $146.7 million in aggregate principal amount of the 2021 Notes was due on August 1, 2021; however, subsequent to year end, the Company redeemed in full its 5.875% Senior Notes due 2021. Refer to Note 21 Subsequent Events for further details.
2022 Notes
On March 16, 2017, LCFH issued $500.0 million in aggregate principal amount of 5.250% senior notes due March 15, 2022 (the “2022 Notes”). The 2022 Notes require interest payments semi-annually in cash in arrears on March 15 and September 15 of each year, beginning on September 15, 2017. The 2022 Notes will mature on March 15, 2022. The 2022 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. At any time on or after September 15, 2021, the 2022 Notes are redeemable at the option of the Company, in whole or in part, upon not less than 15 nor more than 60 days’ notice, without penalty. On May 2, 2018, the board of the directors authorized the Company to repurchase any or all of the 2022 Notes from time to time without further approval. During the year ended December 31, 2020, the Company retired $34.2 million of principal of the 2022 Notes for a repurchase price of $33.2 million, recognizing a $0.7 million net gain on extinguishment of debt after recognizing $(0.2) million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2020, the remaining $465.9 million in aggregate principal amount of the 2022 Notes is due March 15, 2022.
2025 Notes
On September 25, 2017, LCFH issued $400.0 million in aggregate principal amount of 5.250% senior notes due October 1, 2025 (the “2025 Notes”). The 2025 Notes require interest payments semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on April 1, 2018. The 2025 Notes will mature on October 1, 2025. The 2025 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the 2025 Notes, in whole or in part, at any time, or from time to time, prior to their stated maturity upon not less than 15 nor more than 60 days’ notice, at a redemption price as specified in the indenture governing the 2025 Notes, plus accrued and unpaid interest, if any, to the redemption date. On May 2, 2018, the board of the directors authorized the Company to repurchase any or all of the 2025 Notes from time to time without further approval. During the year ended December 31, 2020, the Company retired $52.0 million of principal of the 2025 Notes for a repurchase price of $45.1 million, recognizing a $6.4 million net gain on extinguishment of debt after recognizing $(0.5) million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2020, the remaining $348.0 million in aggregate principal amount of the 2025 Notes is due October 1, 2025.
2027 Notes
On January 30, 2020, LCFH issued $750.0 million in aggregate principal amount of 4.25% senior notes due February 1, 2027. The 2027 Notes require interest payments semi-annually in cash in arrears on August 1 and February 1 of each year, beginning on August 1, 2020. The 2027 Notes will mature on February 1, 2027. The 2027 Notes are unsecured and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the 2027 Notes, in whole, at any time, or from time to time, prior to their stated maturity. At any time on or after February 1, 2023, the Company may redeem the 2027 Notes in whole or in part, upon not less than 15 nor more than 60 days’ notice, at a redemption price defined in the indenture governing the 2027 Notes, plus accrued and unpaid interest, if any, to the redemption date. Net proceeds of the offering were used to repay secured indebtedness. During the year ended December 31, 2020, the Company retired $98.2 million of principal of the 2027 Notes for a repurchase price of $83.9 million, recognizing a $12.9 million net gain on extinguishment of debt after recognizing $(1.3) million of unamortized debt issuance costs associated with the retired debt. As of December 31, 2020, the remaining $651.8 million in aggregate principal amount of the 2027 Notes is due February 1, 2027.
Combined Maturity of Debt Obligations
The following schedule reflects the Company’s contractual payments under all borrowings by maturity ($ in thousands):
|
|
|
|
|
|
|
|
|
Period ending December 31,
|
|
Borrowings by
Maturity(1)
|
|
|
|
2021
|
|
$
|
1,219,750
|
|
2022
|
|
734,290
|
|
2023
|
|
351,800
|
|
2024
|
|
575,471
|
|
2025
|
|
468,876
|
|
Thereafter
|
|
884,678
|
|
Subtotal
|
|
4,234,865
|
|
Debt issuance costs included in senior unsecured notes
|
|
(12,928)
|
|
|
|
|
Debt issuance costs included in secured financing facility
|
|
(7,154)
|
|
Discount on secured financing facility related to Purchase Right
|
|
(6,550)
|
|
Debt issuance costs included in CLO debt
|
|
(2,640)
|
|
Debt issuance costs included in mortgage loan financing
|
|
(280)
|
|
Premiums included in mortgage loan financing(2)
|
|
4,551
|
|
Total
|
|
$
|
4,209,864
|
|
(1)Contractual payments under current maturities, some of which are subject to extensions. The maturities listed above for 2021 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, 2020.
(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.
The Company’s debt facilities are subject to covenants which require the Company to maintain a minimum level of total equity. Largely as a result of this restriction, approximately $871.4 million of the total equity is restricted from payment as a dividend by the Company at December 31, 2020.
Financing Strategy in Current Market Conditions
In March 2020, as the COVID-19 health crisis rapidly transformed into a financial crisis, management took swift action to increase liquidity resources and actively manage its financing arrangements with its bank partners. In an abundance of caution, the Company first drew down on its $266.4 million unsecured revolving credit facility, which continues to be fully-drawn, and the proceeds continue to be held as unrestricted cash on the Company’s balance sheet as of February 19, 2021.
Securities Repurchase Facilities: The Company invests in AAA-rated CRE CLO securities, typically front pay securities, with relatively short duration and significant subordination. These securities have historically been financed with short-term maturity repurchase agreements with various bank counterparties. The Company has been able to continue to access securities repurchase funding and the pricing of such borrowings has continued to improve during the three months ended December 31, 2020 as liquidity continued to return to the market and pricing for the securities that serve as collateral improved. Furthermore, during the three months ended December 31, 2020, the Company paid down $257.7 million of securities repurchase financing, primarily through sales of securities.
Federal Home Loan Bank (“FHLB”) Financing: In 2016, the FHFA adopted a final rule that limited our captive insurance subsidiary’s membership in the FHLB, requiring us to significantly reduce the amounts of FHLB borrowings outstanding by February of 2021. See “Liquidity and Capital Resources - FHLB financing” for further information.
During the three months ended December 31, 2020, the Company paid down FHLB borrowings of $38.0 million. The remaining maturities are staggered out through 2024. Funding for future advance paydowns would be obtained from the natural amortization of securities over time, loan pay offs and/or sales of loan and securities collateral. During the three months ended June 30, 2020, the Company paid down FHLB borrowings of $646.8 million and incurred $6.5 million in prepayment penalties related to this paydown.
Loan Repurchase Financing: The Company has maintained a consistent dialogue with its loan financing counterparties since the COVID-19 crisis unfolded in late March 2020. In addition to using proceeds from the Company’s 2027 Notes offering in January to reduce secured debt, during the year ended December 31, 2020, the Company paid down over $446.9 million on such loan repurchase financing through loan collateral pay offs and loans securitized through a CLO financing transaction (refer to above). The Company continues to maintain an active dialogue with its bank counterparties as it expects loan collateral could experience some measure of forbearance.
Secured Financing Facility: On April 30, 2020, the Company entered into a strategic financing arrangement (the “Agreement”) with an American multinational corporation (the “Lender”), under which the Lender will provide the Company with approximately $206.4 million in senior secured financing (the “Secured Financing Facility”) to fund transitional and land loans (see above).
Completion of Private CLO: On April 27, 2020, the Company completed a private CLO financing transaction with a major U.S. bank which generated $310.2 million of gross proceeds, financing $481.3 million of loans at a 64.5% advance rate on a matched term, non-mark-to-market and non-recourse basis (refer to above).
Based on the financing actions described above, the Company has significantly decreased its exposure to mark-to-market financing.
Financial Covenants
We were in compliance with all covenants described in the Company’s Annual Report, as of December 31, 2020.
8. DERIVATIVE INSTRUMENTS
The Company uses derivative instruments primarily to economically manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk. The following is a breakdown of the derivatives outstanding as of December 31, 2020 and 2019 ($ in thousands):
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Remaining
Maturity
(years)
|
Contract Type
|
|
Notional
|
|
Asset(1)
|
|
Liability(1)
|
|
|
|
|
|
|
|
|
|
|
Caps
|
|
|
|
|
|
|
|
|
1 Month LIBOR
|
|
$
|
69,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0.35
|
Futures
|
|
|
|
|
|
|
|
|
5-year Swap
|
|
23,800
|
|
|
108
|
|
|
—
|
|
|
0.25
|
10-year Swap
|
|
41,800
|
|
|
191
|
|
|
—
|
|
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total futures
|
|
65,600
|
|
|
299
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
$
|
135,171
|
|
|
$
|
299
|
|
|
$
|
—
|
|
|
|
(1)Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Remaining
Maturity
(years)
|
Contract Type
|
|
Notional
|
|
Asset(1)
|
|
Liability(1)
|
|
|
|
|
|
|
|
|
|
|
Caps
|
|
|
|
|
|
|
|
|
1Month 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
|
|
|
$
|
—
|
|
|
|
(1)Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.
The following table indicates the net realized gains (losses) and unrealized appreciation (depreciation) on derivatives, by primary underlying risk exposure, as included in net result from derivatives transactions in the consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
Contract Type
|
|
|
|
|
|
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures
|
|
|
|
|
|
|
$
|
(379)
|
|
|
$
|
(15,113)
|
|
|
$
|
(15,492)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Derivatives
|
|
|
|
|
|
|
111
|
|
|
111
|
|
|
222
|
|
Total
|
|
|
|
|
|
|
$
|
(268)
|
|
|
$
|
(15,002)
|
|
|
$
|
(15,270)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
Contract Type
|
|
|
|
|
|
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures
|
|
|
|
|
|
|
$
|
1,653
|
|
|
$
|
(31,469)
|
|
|
$
|
(29,816)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Derivatives
|
|
|
|
|
|
|
(111)
|
|
|
(84)
|
|
|
(195)
|
|
Total
|
|
|
|
|
|
|
$
|
1,542
|
|
|
$
|
(31,553)
|
|
|
$
|
(30,011)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
Contract Type
|
|
|
|
|
|
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures
|
|
|
|
|
|
|
$
|
(747)
|
|
|
$
|
16,176
|
|
|
$
|
15,429
|
|
Swaps
|
|
|
|
|
|
|
1,403
|
|
|
(848)
|
|
|
555
|
|
Credit Derivatives
|
|
|
|
|
|
|
49
|
|
|
(107)
|
|
|
(58)
|
|
Total
|
|
|
|
|
|
|
$
|
705
|
|
|
$
|
15,221
|
|
|
$
|
15,926
|
|
The Company’s counterparties held $0.8 million, $3.5 million and $5.0 million of cash margin as collateral for derivatives as of December 31, 2020, 2019, and 2018, respectively, which is included in restricted cash in the consolidated balance sheets.
Futures
Collateral posted with our futures counterparties is segregated in the Company’s books and records. Interest rate futures are centrally cleared by the Chicago Mercantile Exchange (“CME”) through a futures commission merchant. Interest rate futures that are governed by an ISDA agreement provide for bilateral collateral pledging based on the counterparties’ market value. The counterparties have the right to re-pledge the collateral posted but have the obligation to return the pledged collateral, or substantially the same collateral, if agreed to by us, as the market value of the interest rate futures change.
The Company is required to post initial margin and daily variation margin for our interest rate futures that are centrally cleared by CME. CME determines the fair value of our centrally cleared futures, including daily variation margin. Effective January 3, 2017, CME amended their rulebooks to legally characterize daily variation margin payments for centrally cleared interest rate futures as settlement rather than collateral. As a result of this rule change, variation margin pledged on the Company’s centrally cleared interest rate futures is settled against the realized results of these futures.
9. OFFSETTING ASSETS AND LIABILITIES
The following tables present both gross information and net information about derivatives and other instruments eligible for offset in the statement of financial position as of December 31, 2020 and 2019. The Company’s accounting policy is to record derivative asset and liability positions on a gross basis; therefore, the following tables present the gross derivative asset and liability positions recorded on the balance sheets, while also disclosing the eligible amounts of financial instruments and cash collateral to the extent those amounts could offset the gross amount of derivative asset and liability positions. The actual amounts of collateral posted by or received from counterparties may be in excess of the amounts disclosed in the following tables as the following only disclose amounts eligible to be offset to the extent of the recorded gross derivative positions.
As of December 31, 2020
Offsetting of Financial Assets and Derivative Assets
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
299
|
|
|
$
|
—
|
|
|
$
|
299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
299
|
|
Total
|
|
$
|
299
|
|
|
$
|
—
|
|
|
$
|
299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
299
|
|
(1)Included in restricted cash on consolidated balance sheets.
As of December 31, 2020
Offsetting of Financial Liabilities and Derivative Liabilities
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
820,837
|
|
|
$
|
—
|
|
|
$
|
820,837
|
|
|
$
|
820,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
820,837
|
|
|
$
|
—
|
|
|
$
|
820,837
|
|
|
$
|
820,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)Included in restricted cash on consolidated balance sheets.
As of December 31, 2019
Offsetting of Financial Assets and Derivative Assets
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(1)Included in restricted cash on consolidated balance sheets.
As of December 31, 2019
Offsetting of Financial Liabilities and Derivative Liabilities
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)Included in restricted cash on consolidated balance sheets.
Master netting agreements that the Company has entered into with its derivative and repurchase agreement counterparties allow for netting of the same transaction, in the same currency, on the same date. Assets, liabilities, and collateral subject to master netting agreements as of December 31, 2020 and 2019 are disclosed in the tables above. The Company does not present its derivative and repurchase agreements net on the consolidated financial statements as it has elected gross presentation.
10. CONSOLIDATED VARIABLE INTEREST ENTITIES
FASB ASC Topic 810 — Consolidation (“ASC 810”), provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is the entity that has both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. The Company consolidates one collateralized loan obligation (“CLO”) VIE with the following balance sheet ($ in thousands):
|
|
|
|
|
|
|
December 31, 2020
|
|
Notes 3 & 7
|
|
|
|
|
Restricted cash
|
$
|
3,925
|
|
Mortgage loan receivables held for investment, net, at amortized cost
|
362,600
|
|
|
|
Accrued interest receivable
|
1,382
|
|
Other assets
|
69,649
|
|
Total assets
|
$
|
437,556
|
|
|
|
Debt obligations, net
|
$
|
276,516
|
|
|
|
Accrued expenses
|
682
|
|
|
|
Total liabilities
|
277,198
|
|
|
|
Net equity in VIEs (eliminated in consolidation)
|
160,358
|
|
|
|
Total equity
|
160,358
|
|
|
|
Total liabilities and equity
|
$
|
437,556
|
|
11. EQUITY STRUCTURE AND ACCOUNTS
The Company has two classes of common stock, Class A and Class B, which are described as follows:
Class A Common Stock
Voting Rights
Holders of shares of Class A common stock are entitled to one vote per share on all matters on which stockholders generally are entitled to vote. The holders of Class A common stock do not have cumulative voting rights in the election of directors.
Dividend Rights
Subject to the rights of the holders of any preferred stock that may be outstanding and any contractual or statutory restrictions, holders of Class A common stock are entitled to receive equally and ratably, share for share, dividends as may be declared by the board of directors out of funds legally available to pay dividends. Dividends upon Class A common stock may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of capital stock.
Liquidation Rights
Upon liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and the liquidation preference of any outstanding shares of preferred stock.
Other Matters
The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by the Company. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of our Class A common stock are fully paid and non-assessable.
Class B Common Stock
Voting Rights
Holders of shares of Class B common stock are entitled to one vote for each share on all matters on which stockholders generally are entitled to vote. Holders of shares of our Class B common stock vote together with holders of our Class A common stock on all such matters. Our stockholders do not have cumulative voting rights in the election of directors.
No Dividend or Liquidation Rights
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Ladder Capital Corp.
Exchange for Class A Common Stock
We are a holding company and have no material assets other than our direct and indirect ownership of Series REIT limited partnership units (“Series REIT LP Units”) and Series TRS limited partnership units (“Series TRS LP Units,” and, collectively with Series REIT LP Units, “Series Units”) of LCFH. Series TRS LP Units are exchangeable for the same number of limited liability company interests of LC TRS I LLC (“LC TRS I Shares”), which is a limited liability company that is a TRS as well as a general partner of Series TRS. Pursuant to the Third Amended and Restated LLLP Agreement of LCFH, the Continuing LCFH Limited Partners may from time to time, subject to certain conditions, receive one share of the Company’s Class A common stock in exchange for (i) one share of the Company’s Class B common stock, (ii) one Series REIT LP Unit and (iii) either one Series TRS LP Unit or one TRS I LLC Share, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As of September 30, 2020, all shares of Class B common stock, Series REIT LP Units and Series TRS LP Units have been exchanged for shares of Class A common stock and no Class B common stock is outstanding as of December 31, 2020.
During the year ended December 31, 2020, 12,158,933 Series REIT LP Units and 12,158,933 Series TRS LP Units were collectively exchanged for 12,158,933 shares of Class A common stock and 12,158,933 shares of Class B common stock were
canceled. We received no other consideration in connection with these exchanges. As of December 31, 2020, the Company held a 100.0% interest in LCFH.
During the year ended December 31, 2019, 1,139,411 Series REIT LP Units and 1,139,411 Series TRS LP Units were collectively exchanged for 1,139,411 shares of Class A common stock; and 1,139,411 shares of Class B common stock were canceled. We received no other consideration in connection with these exchanges. As of December 31, 2019, the Company held a 89.8% interest in LCFH.
Stock Repurchases
On October 30, 2014, the board of directors authorized the Company to repurchase up to $50.0 million of the Company’s Class A common stock from time to time without further approval. Stock repurchases by the Company are generally made for cash in open market transactions at prevailing market prices but may also be made in privately negotiated transactions or otherwise. The timing and amount of purchases are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. As of December 31, 2020, the Company has a remaining amount available for repurchase of $38.1 million, which represents 3.1% in the aggregate of its outstanding Class A common stock, based on the closing price of $9.78 per share on such date.
The following table is a summary of the Company’s repurchase activity of its Class A common stock during the years ended December 31, 2020, 2019 and 2018 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Amount(1)
|
|
|
|
|
|
Authorizations remaining as of December 31, 2019
|
|
|
|
$
|
41,132
|
|
Additional authorizations
|
|
|
|
—
|
|
Repurchases paid
|
|
384,251
|
|
|
(3,030)
|
|
Repurchases unsettled
|
|
|
|
—
|
|
Authorizations remaining as of December 31, 2020
|
|
|
|
$
|
38,102
|
|
(1)Amount excludes commissions paid associated with share repurchases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
Dividends
In order for the Company to maintain its qualification as a REIT under the Code, it must annually distribute at least 90% of its taxable income. The Company has paid and in the future intends to declare regular quarterly distributions to its shareholders in order to continue to qualify as a REIT.
Consistent with IRS guidance, the Company may, subject to a cash/stock election by its shareholders, pay a portion of its dividends in stock, to provide for meaningful capital retention; however, the REIT distribution requirements limit its ability to retain earnings and thereby replenish or increase capital for operations. The timing and amount of future distributions is based on a number of factors, including, among other things, the Company’s future operations and earnings, capital requirements and surplus, general financial condition and contractual restrictions. All dividend declarations are subject to the approval of the Company’s board of directors. Generally, the Company expects its distributions to be taxable as ordinary dividends to its shareholders, whether paid in cash or a combination of cash and common stock, and not as a tax-free return of capital or a capital gain (although for taxable years beginning after December 31, 2017 and before January 1, 2026, generally stockholders that are individuals, trusts or estates may deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations). The Company believes that its significant capital resources and access to financing will provide the financial flexibility at levels sufficient to meet current and anticipated capital requirements, including funding new investment opportunities, paying distributions to its shareholders and servicing our debt obligations.
The following table presents dividends declared (on a per share basis) of Class A common stock for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
Declaration Date
|
|
Dividend per Share
|
|
|
|
|
|
February 27, 2020
|
|
$
|
0.340
|
|
|
May 28, 2020
|
|
0.200
|
|
|
August 31, 2020
|
|
0.200
|
|
|
December 15, 2020
|
|
0.200
|
|
|
Total
|
|
$
|
0.940
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
The following table presents the tax treatment for our aggregate distributions per share of common stock paid for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payment Date
|
|
Dividend per Share
|
|
Ordinary Dividends
|
|
Qualified Dividends
|
|
Capital Gain
|
|
Unrecaptured 1250 Gain
|
|
Return of Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 10, 2020
|
|
April 1, 2020
|
|
$
|
0.340
|
|
|
$
|
0.230
|
|
|
$
|
—
|
|
|
$
|
0.039
|
|
|
$
|
0.016
|
|
|
$
|
0.071
|
|
June 10, 2020
|
|
July 1, 2020
|
|
0.200
|
|
|
0.135
|
|
|
—
|
|
|
0.023
|
|
|
0.009
|
|
|
0.042
|
|
September 10, 2020
|
|
October 1, 2020
|
|
0.200
|
|
|
0.135
|
|
|
—
|
|
|
0.023
|
|
|
0.009
|
|
|
0.042
|
|
December 31, 2020
|
|
January 15, 2021
|
(1)
|
0.200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
$
|
0.940
|
|
|
$
|
0.500
|
|
|
$
|
—
|
|
|
$
|
0.085
|
|
|
$
|
0.034
|
|
|
$
|
0.155
|
|
(1)The $0.200 fourth quarter dividend paid on January 15, 2021 is considered a 2021 dividend for U.S. federal income tax purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 2019 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.
Stock Dividend
In order for the Company to maintain its qualification as a REIT under the Code, it must annually distribute at least 90% of its taxable income. The Company elected, subject to the cash/stock election by its shareholders described below, to pay its fourth quarter 2018 dividend in a mix of cash and stock and have such dividend be treated as a taxable distribution to its shareholders for U.S. federal income tax purposes.
Pursuant to IRS guidance, shareholders had the option to elect to receive the fourth quarter 2018 dividend in all cash (a “Cash Election”), or all shares of Ladder’s Class A common stock (a “Share Election”). Shareholders who did not return an election form, or who otherwise failed to properly complete an election form, were deemed to have made a Share Election. The total amount of cash paid to all shareholders was limited to a maximum of 20% of the total value of each of the fourth quarter 2018 dividend (the “Cash Amount”). The aggregate amount of the dividends owed to shareholders who made Cash Elections exceeded the Cash Amount, and accordingly, the Cash Amount was prorated among such shareholders, with the remaining portion of the fourth quarter 2018 dividend, as applicable, paid to such shareholders in shares of Ladder’s Class A common stock plus cash in lieu of any fractional shares. Shareholders making Stock Elections received the full amount of the dividend in shares of Ladder’s Class A common stock plus cash in lieu of any fractional shares.
On January 24, 2019, the Company paid an aggregate of $34.9 million in cash to its Class A shareholders, accrued for dividends payable on unvested restricted stock and unvested options with dividend equivalent rights of $0.5 million and issued 1,434,297 shares of its Class A common stock, equivalent to $23.9 million, in connection with the fourth quarter 2018 dividend totaling $0.570 per share. The total number of shares of Class A common stock distributed pursuant to the fourth quarter 2018 dividend was determined based on shareholder elections and the volume weighted average price of $16.67 per share of Class A common stock on the New York Stock Exchange for the three trading days after January 10, 2019, the date that election forms were due. The Company also issued 180,925 shares of its Class B common stock and each of Series REIT and Series TRS of LCFH issued 1,615,222 of their respective Series LP units corresponding to the aggregate number of Class A and Class B shares issued by the Company. The Company believes that the total value of its 2018 dividend was sufficient to fully distribute its 2018 taxable income.
Changes in Accumulated Other Comprehensive Income
The following table presents changes in accumulated other comprehensive income related to the cumulative difference between the fair market value and the amortized cost basis of securities classified as available for sale for the years ended December 31, 2020, 2019 and 2018 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
$
|
4,218
|
|
|
$
|
475
|
|
|
$
|
4,693
|
|
Other comprehensive income (loss)
|
|
(9,950)
|
|
|
(5,208)
|
|
|
(15,158)
|
|
Exchange of noncontrolling interest for common stock
|
|
(6,952)
|
|
|
6,952
|
|
|
—
|
|
Rebalancing of ownership percentage between Company and Operating Partnership
|
|
2,221
|
|
|
(2,221)
|
|
|
—
|
|
December 31, 2020
|
|
$
|
(10,463)
|
|
|
$
|
(2)
|
|
|
$
|
(10,465)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
12. NONCONTROLLING INTERESTS
There are two main types of noncontrolling interest reflected in the Company’s consolidated financial statements (i) noncontrolling interest in the operating partnership and (ii) noncontrolling interest in consolidated joint ventures.
Noncontrolling Interest in the Operating Partnership
Pursuant to LCFH’s Third Amended and Restated LLLP Agreement, dated as of December 31, 2014 and as amended, and subject to the applicable minimum retained ownership requirements and certain other restrictions, including notice requirements, limited partners of LCFH prior to Ladder Capital Corp’s IPO who held an economic interest in LCFH and voting shares of Ladder Capital Corp Class B common stock (the “Continuing LCFH Limited Partners”) (or certain transferees thereof) were, subject to certain conditions, able to receive one share of the Company’s Class A common stock in exchange for (i) one share of the Company’s Class B common stock, (ii) one Series REIT LP Unit and (iii) either one Series TRS LP Unit or one TRS Share, subject to equitable adjustments for stock splits, stock dividends and reclassifications. However, such exchange for shares of Ladder Capital Corp Class A common stock did not affect the exchanging owners’ voting power since the votes represented by the canceled shares of Ladder Capital Corp Class B common stock were replaced with the votes represented by the shares of Class A common stock for which such Series Units, including TRS Shares as applicable, were exchanged. As of September 30, 2020, all shares of Class B common stock had been exchanged for shares of Class A common stock and the Company held a 100% interest in LCFH.
The roll-forward of the Operating Partnership’s LP Units followed the Class B common stock of the Company as disclosed in the consolidated statements of changes in equity. As of December 31, 2020, all shares of Class B common stock have been exchanged for shares of Class A common stock, and the Company held a 100% interest in LCFH.
Pursuant to ASC 810, Consolidation, on the accounting and reporting for noncontrolling interests and changes in ownership interests of a subsidiary, changes in a parent’s ownership interest (and transactions with noncontrolling interest unitholders in the subsidiary), while the parent retains its controlling interest in its subsidiary, should be accounted for as equity transactions. The carrying amount of the noncontrolling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent. Accordingly, as a result of Continuing LCFH Limited Partners exchanges which caused changes in ownership percentages between the Company’s Class A shareholders and the noncontrolling interests in the Operating Partnership that occurred during the year ended December 31, 2020, the Company has increased noncontrolling interests in the Operating Partnership and accumulated other comprehensive income and increased additional paid-in capital in the Company’s shareholders’ equity by $1.0 million as of December 31, 2020.
Distributions to Noncontrolling Interest in the Operating Partnership
Notwithstanding the foregoing, subject to any restrictions in applicable debt financing agreements and available liquidity as determined by the board of directors of each of Series REIT of LCFH and Series TRS of LCFH, each Series used commercially reasonable efforts to make quarterly distributions to each of its partners (including the Company) at least equal to such partner’s “Quarterly Estimated Tax Amount,” which was computed (as more fully described in LCFH’s Third Amended and Restated LLLP Agreement) for each partner as the product of (x) the U.S. federal taxable income (or alternative minimum taxable income, if higher) allocated by such Series to such partner in respect of the Series REIT LP Units and Series TRS LP Units held by such partner and (y) the highest marginal blended U.S. federal, state and local income tax rate (or alternative minimum taxable rate, as applicable) applicable to an individual residing in New York, NY, taking into account, for U.S. federal income tax purposes, the deductibility of state and local taxes; provided that Series TRS of LCFH took into account, in determining the amount of tax distributions to holders of Series TRS LP Units, the amount of any distributions each such holder received from Series REIT of LCFH in excess of tax distributions. In addition, to the extent the Company required an additional distribution from the Series of LCFH in excess of its quarterly tax distribution in order to pay its quarterly cash dividend, the Series of LCFH was required to make a corresponding distribution of cash to each of their partners (other than the Company) on a pro-rata basis. As of December 31, 2020, all shares of Class B common stock have been exchanged for shares of Class A common stock, and the Company held a 100% interest in LCFH. Due to the expiration of the partnership during the year, the above will no longer be applicable prospectively.
Income and losses and comprehensive income were allocated among the partners in a manner to reflect as closely as possible the amount each partner would be distributed under the Third Amended and Restated LLLP Agreement of LCFH upon liquidation of the Operating Partnership’s assets.
Noncontrolling Interest in Consolidated Joint Ventures
As of December 31, 2020, the Company consolidates four ventures in which there are other noncontrolling investors, which own between 10.0% - 25.0% of such ventures. These ventures hold investments in a 40-building student housing portfolio in Isla Vista, CA with a book value of $81.7 million, 11 office buildings in Richmond, VA with a book value of $72.2 million, a single-tenant office building in Oakland County, MI with a book value of $9.2 million and an apartment complex in Miami, FL with a book value of $37.1 million. The Company makes distributions and allocates income from these ventures to the noncontrolling interests in accordance with the terms of the respective governing agreements.
13. EARNINGS PER SHARE
The Company’s net income (loss) and weighted average shares outstanding for the years ended December 31, 2020, 2019 and 2018 consist of the following:
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Year Ended December 31,
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($ in thousands except share amounts)
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|
2020
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2019
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2018
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|
|
|
|
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|
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Basic Net income (loss) available for Class A common shareholders
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$
|
(14,445)
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$
|
122,645
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|
|
$
|
180,015
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Diluted Net income (loss) available for Class A common shareholders
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|
|
|
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|
$
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(14,445)
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|
$
|
122,645
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$
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180,015
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Weighted average shares outstanding
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|
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|
|
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Basic
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|
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112,409,615
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105,455,849
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97,226,027
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Diluted
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112,409,615
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106,399,783
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97,652,065
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The calculation of basic and diluted net income (loss) per share amounts for the years ended December 31, 2020, 2019 and 2018 consist of the following:
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Year Ended December 31,
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(In thousands except share and per share amounts)
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2020(1)
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2019(1)
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2018(1)
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Basic Net Income (Loss) Per Share of Class A Common Stock
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Numerator:
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Net income (loss) attributable to Class A common shareholders
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$
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(14,445)
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$
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122,645
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$
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180,015
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Denominator:
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Weighted average number of shares of Class A common stock outstanding
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112,409,615
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105,455,849
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97,226,027
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Basic net income (loss) per share of Class A common stock
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$
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(0.13)
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$
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1.16
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$
|
1.85
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Diluted Net Income (Loss) Per Share of Class A Common Stock
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Numerator:
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Net income (loss) attributable to Class A common shareholders
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$
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(14,445)
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$
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122,645
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$
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180,015
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Add (deduct) - dilutive effect of:
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Amounts attributable to operating partnership’s share of Ladder Capital Corp net income (loss)(2)
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—
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—
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—
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Additional corporate tax (expense) benefit(2)
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—
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—
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—
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Diluted net income (loss) attributable to Class A common shareholders
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|
|
|
|
|
(14,445)
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|
122,645
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$
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180,015
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Denominator:
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|
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|
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|
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Basic weighted average number of shares of Class A common stock outstanding
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|
112,409,615
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105,455,849
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97,226,027
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Add - dilutive effect of:
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Shares issuable relating to converted Class B common shareholders(3)
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—
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—
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—
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Incremental shares of unvested Class A restricted stock(3)
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—
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943,934
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426,038
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Incremental shares of unvested stock options
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—
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—
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|
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—
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Diluted weighted average number of shares of Class A common stock outstanding
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112,409,615
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106,399,783
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|
97,652,065
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Diluted net income (loss) per share of Class A common stock
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$
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(0.13)
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$
|
1.15
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|
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$
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1.84
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(1)For the years ended December 31, 2020, 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 for periods prior to September 30, 2020. There are no Class B common stock outstanding as of December 31, 2020.
(3)The Company is using the treasury stock method.
The shares of Class B common stock do not share in the earnings of Ladder Capital Corp and are, therefore, not participating securities. Accordingly, basic and diluted net income (loss) per share of Class B common stock has not been presented, although the assumed conversion of Class B common stock has been included in the presented diluted net income (loss) per share of Class A common stock for the period of time that Class B common stock was outstanding.
14. STOCK BASED AND OTHER COMPENSATION PLANS
The following table summarizes the impact on the consolidated statement of operations of the various stock based and other compensation plans ($ in thousands):
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Year Ended December 31,
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2020
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2019
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2018
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Stock Based Compensation Expense
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$
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42,728
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$
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21,777
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$
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8,831
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Phantom Equity Investment Plan
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(1,238)
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|
|
1,341
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—
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|
Stock Options Exercised
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|
270
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—
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|
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—
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Ladder Capital Corp Deferred Compensation Plan
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—
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—
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1,163
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Bonus Expense
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1,082
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28,235
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|
|
34,465
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Total
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$
|
42,842
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|
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$
|
51,353
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$
|
44,459
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|
Summary of Stock and Shares/Options Nonvested/Outstanding
A summary of the grants is presented below:
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Year Ended December 31,
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2020
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2019
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2018
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|
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
|
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|
|
|
|
|
|
|
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|
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|
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|
|
|
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|
|
Grants - Class A Common Stock
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|
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|
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|
4,423,215
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|
|
$
|
12.84
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|
|
1,569,694
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|
|
$
|
17.54
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|
|
33,656
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|
|
$
|
14.86
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|
Grants - Class A Common Stock dividends
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|
|
|
|
|
|
|
|
—
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|
|
—
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|
|
11,113
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|
|
16.61
|
|
|
—
|
|
|
—
|
|
Stock Options
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
12,073
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|
|
—
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|
|
—
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|
|
—
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|
The table below presents the number of unvested shares and outstanding stock options at December 31, 2020 and changes during 2020 of the Class A Common stock and Stock Options of Ladder Capital Corp granted under the 2014 Omnibus Incentive Plan:
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|
|
|
|
|
|
|
|
Restricted Stock
|
|
Stock Options
|
|
|
|
|
|
|
|
|
Nonvested/Outstanding at December 31, 2019
|
1,436,683
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|
|
994,208
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|
|
|
Granted
|
4,423,215
|
|
|
—
|
|
|
|
Exercised
|
—
|
|
|
(83,845)
|
|
|
|
Vested
|
(3,031,109)
|
|
|
—
|
|
|
|
Forfeited
|
(27,965)
|
|
|
—
|
|
|
|
Expired
|
—
|
|
|
(229,261)
|
|
|
|
Nonvested/Outstanding at December 31, 2020
|
2,800,824
|
|
|
681,102
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2020 (1)
|
|
|
681,102
|
|
|
|
(1) The weighted-average exercise price of outstanding options, warrants and rights is $14.84 at December 31, 2020.
At December 31, 2020 there was $13.3 million of total unrecognized compensation cost related to certain share-based compensation awards that is expected to be recognized over a period of up to 21.7 months, with a weighted-average remaining vesting period of 26 months.
2014 Omnibus Incentive Plan
In connection with the IPO Transactions, the 2014 Ladder Capital Corp Omnibus Incentive Equity Plan (the “2014 Omnibus Incentive Plan”) was adopted by the board of directors on February 11, 2014, and provides certain members of management, employees and directors of the Company or its affiliates with additional incentives including grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards.
2018 Restricted Stock Awards
On February 18, 2018, certain members of the board of directors each received annual restricted stock awards with a grant date fair value of $0.4 million, representing 25,370 shares of restricted Class A common stock, which vested in full on the first anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the time-based vesting criteria of the award was recognized on a straight-line basis over the one year vesting period.
On April 23, 2018, a new employee of the Company received a restricted stock award with a grant date fair value of $0.1 million, representing 3,566 shares of restricted Class A common stock, which vested in three equal installments on each of the first two anniversaries of the date of grant and the employee’s termination date. Compensation expense was recognized on a straight-line basis over the requisite service period.
On July 19, 2018, a new member of the board of directors received a restricted stock award with a grant date fair value of $0.1 million, representing 4,720 shares of restricted Class A common stock, which will vest in three equal installments on each of the first three anniversaries of the date of grant, subject to continued service on the board of directors. Compensation expense for restricted stock subject to time-based vesting criteria granted to the director will be expensed 1/3 each year, for three years on an annual basis following such grant.
Annual Incentive Awards Granted in 2019 with Respect to 2018 Performance
For 2018 performance, certain employees received stock-based incentive equity on February 18, 2019. Fair value for all restricted and unrestricted stock grants was calculated using the most recent closing stock price prior to the grant date (due to markets being closed on grant date). Compensation expense for unrestricted stock grants was expensed immediately. The Company elected to recognize the compensation expense related to the time-based vesting of the annual restricted stock awards for the entire award on a straight-line basis over the requisite service period for the entire award. Restricted stock subject to performance criteria is eligible to vest in three equal installments upon the compensation committee’s confirmation that the Company achieves a return on equity, based on distributable earnings divided by the Company’s average book value of equity, equal to or greater than 8% for such year (the “Performance Target”) for the years ended December 31, 2019, 2020 and 2021, respectively. If the Company misses the Performance Target during either the first or second calendar year but meets the Performance Target for a subsequent year during the three year performance period and the Company’s return on equity for such subsequent year and any years for which it missed its Performance Target equals or exceeds the compounded return on equity of 8% based on distributable earnings divided by the Company’s average book value of equity, the performance-vesting restricted stock which failed to vest because the Company previously missed its Performance Target will vest subject to continued employment on the applicable vesting date (the “Catch-Up Provision”). Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. In view of the adverse impacts of COVID-19 on the Company’s operations and investments and the resulting intensified corporate focus on defensive actions, including maintaining high levels of unrestricted cash liquidity and refinancing debt with more expensive non-mark-to-market funding sources, the Company no longer classified the 2020 Performance Target as probable as of May 27, 2020 and reversed $1.0 million of previous compensation expense relating to grants of restricted stock with a December 2020 performance hurdle as their last vesting date (not available to take advantage of the Catch-Up Provision). However, recognizing that Ladder’s employees took these actions that, while in the best interests of the Company and its shareholders, would not produce earnings consistent with the Performance Target in their deferred compensation arrangements, on May 27, 2020, the compensation committee of the board of directors used its discretion to waive the Performance Target for shares eligible to vest based on the Company’s performance in 2020 and 2021, subject to continued employment on the applicable vesting dates (the “Performance Waiver”). The Company recorded $0.1 million of incremental compensation cost during the year ended December 31, 2020 as a result of this modification. As of December 31, 2020, there were 46 Ladder employees and one consultant eligible for the Performance Waiver.
On February 18, 2019, in connection with 2018 compensation, annual stock awards were granted to management employees (each, a “Management Grantee”) with an aggregate value of $11.7 million which represented 666,288 shares of Class A common stock. The award to Mr. Harris, and 50% of the awards to Mr. Fox, Mr. Harney, and Mr. Perelman, were unrestricted. For Ms. McCormack, 50% of her award became fully vested on her executive retirement eligibility date, December 8, 2019. The other 50% of incentive equity awarded to Mr. Fox, Mr. Harney, Ms. McCormack, and Mr. Perelman is restricted stock subject to attainment of the Performance Target for the applicable years and also subject to the Performance Waiver and Catch-Up Provision, each described above.
On February 18, 2019, in connection with 2018 compensation, annual stock awards were granted to certain non-management employees (each, a “Non-Management Grantee”) with an aggregate value of $14.9 million which represents 849,087 shares of mostly restricted Class A common stock. Fifty percent of most stock awards granted is subject to time-based vesting criteria, and the remaining 50% of each stock award is subject to attainment of the Performance Target for the applicable years and is also subject to the Performance Waiver and Catch-Up Provision, each described above. The time-vesting restricted stock granted to Non-Management Grantees will vest in three installments on February 18 of each of 2020, 2021 and 2022 subject to continued employment on the applicable vesting dates.
Other 2019 Restricted Stock Awards
On February 18, 2019, certain members of the board of directors each received annual restricted stock awards with a grant date fair value of $0.4 million, representing 25,626 shares of restricted Class A common stock, which vested in full on the first anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the time-based vesting criteria of the award was recognized on a straight-line basis over the one year vesting period.
On January 24, 2019, Management Grantees received a restricted stock award with a grant date fair value of $11,328, representing 682 shares of restricted Class A common stock. These shares represent stock dividends paid on the number of shares subject to the 2016 options (had such shares been outstanding) and vested with the time-vesting 2016 options they are associated with, subject to the Retirement Eligibility Date of the respective member of management. Compensation expense was recognized on a straight-line basis over the requisite service period.
An equitable adjustment was also made to outstanding options in the first quarter of 2019 for the Company’s stock dividend paid on January 24, 2019. Those additional options are reflected in the summary of grants table above.
On June 4, 2019, a new member of the board of directors received a restricted stock award with a grant date fair value of $0.1 million, representing 4,568 shares of restricted Class A common stock, which will vest in three equal installments on each of the first three anniversaries of the date of grant, subject to continued service on the board of directors. Compensation expense for restricted stock subject to time-based vesting criteria granted to the director will be expensed 1/3 each year, for three years on an annual basis following such grant.
On July 1, 2019, a new employee of the Company received a restricted stock award with a grant date fair value of $0.4 million, representing 24,125 shares of restricted Class A common stock. Fifty percent of this restricted stock award granted is subject to time-based vesting criteria, and the remaining 50% of this restricted stock award is subject to attainment of the Performance Target for the applicable years and is also subject to the Performance Waiver and Catch-Up Provision, each described above. The time-vesting restricted stock granted will vest in three installments on July 1 of each of 2020, 2021 and 2022 subject to continued employment on the applicable vesting dates. The performance-vesting restricted stock will vest in three equal installments on July 1 of each of 2020, 2021 and 2022 upon the Compensation Committee’s confirmation that the Company achieves the Performance Target for the years ended December 31, 2019, 2020 and 2021, respectively subject to the Performance Waiver. The Company has elected to recognize the compensation expense related to the time-based vesting criteria of these restricted stock award on a straight-line basis over the requisite service period.
Annual Incentive Awards Granted in 2020 with Respect to 2019 Performance
For 2019 performance, certain employees received stock-based incentive equity. Fair value for all restricted and unrestricted stock grants was calculated using the closing stock price on the grant date. Compensation expense for unrestricted stock grants was expensed immediately. The Company has elected to recognize the compensation expense related to the time-based vesting of the annual restricted stock awards for the entire award on a straight-line basis over the requisite service period for the entire award. Restricted stock subject to performance criteria is eligible to vest in three equal installments upon the compensation committee’s confirmation that the Company achieves the Performance Target for the years ended December 31, 2020, 2021 and 2022, respectively. Restricted stock subject to performance criteria is also subject to the Performance Waiver and the Catch-Up Provision, each described above. Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved.
On February 18, 2020, in connection with 2019 compensation, annual stock awards were granted to Management Grantees, other than Ms. Porcella, with an aggregate fair value of $12.0 million million which represents 639,690 shares of Class A common stock. The grant to Ms. Porcella is subject to the same time-based and performance-based vesting described below for Non-Management Grantees and her shares are included in that total. The grant to Mr. Harris, and 50% of the grants to Mr. Fox,
Ms. McCormack and Mr. Perelman, were unrestricted. The other 50% of incentive equity granted to Mr. Fox, Ms. McCormack and Mr. Perelman is restricted stock subject to attainment of the Performance Target for the applicable years and is also subject to the Performance Waiver and Catch-Up Provision, each described above.
On February 18, 2020, in connection with 2019 compensation, annual stock awards were granted to Ms. Porcella and Non-Management Grantees with an aggregate value of $15.0 million which represents 802,611 shares of mostly restricted Class A common stock. Fifty percent of most stock awards is subject to time-based vesting criteria, and the remaining 50% of these stock awards is subject to attainment of the Performance Target for the applicable years and is also subject to the Performance Waiver and Catch-Up Provision, each described above. The time-vesting restricted stock will vest in three installments on February 18 of each of 2021, 2022 and 2023 subject to continued employment on the applicable vesting dates.
Other 2020 Restricted Stock Awards
On February 18, 2020, certain members of the board of directors each received annual restricted stock awards with a grant date fair value of $0.4 million, representing 24,036 shares of restricted Class A common stock, which will vest in full on the first anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the time-based vesting criteria of the award shall be recognized on a straight-line basis over the one year vesting period. On March 26, 2020, 5,803 shares of restricted Class A common stock were forfeited when a member resigned from the board of directors.
Annual Incentive Awards Granted in 2020 with Respect to 2020 Performance
For 2020 performance, certain employees received stock-based incentive equity in December 2020. Fair value for all restricted and unrestricted stock grants was calculated using the closing stock price on the grant date. Compensation expense for unrestricted stock grants was expensed immediately. The Company has elected to recognize the compensation expense related to the time-based vesting of the annual restricted stock awards for the entire award on a straight-line basis over the requisite service period for the entire award. Restricted stock subject to performance criteria is eligible to vest in three equal installments upon the compensation committee’s confirmation that the Company achieves the Performance Target for the years ended December 31, 2021, 2022 and 2023, respectively. Restricted stock subject to performance criteria is also subject to the Performance Waiver and the Catch-Up Provision, each described above. Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved.
On December 17, 2020, in connection with 2020 compensation, annual stock awards were granted to Management Grantees, other than Ms. Porcella, with an aggregate fair value of $14.5 million, which represents 1,463,039 shares of Class A common stock. The grant to Ms. Porcella is subject to the same time-based and performance-based vesting described below for Non-Management Grantees and her shares are included in the total. The grant to Mr. Harris and approximately 2/3 of the grants to Mr. Fox, Ms. McCormack and Mr. Perelman were unrestricted. The other 1/3 of incentive equity granted to Mr. Fox, Ms. McCormack and Mr. Perelman is restricted stock subject to attainment of the Performance Target for the applicable years and is also subject to the Performance Waiver and Catch-Up Provision, each described above.
On December 17, 2020, in connection with 2020 compensation, annual stock awards were granted to Ms. Porcella and Non-Management employees with an aggregate fair value of $14.8 million, which represents 1,493,839 shares of Class A common stock. Approximately 1/3 of the awards to Ms. Porcella and Non-Management Grantees employees were unrestricted, with another 1/3 of the awards subject to time-based vesting criteria, and the remaining 1/3 subject to attainment of the Performance Target for the applicable years. The 1/3 of awards subject to attainment of the Performance Target is also subject to the Performance Waiver and Catch-Up Provision, each described above. The time-vesting restricted stock will vest in three installments on February 18 of each of 2022, 2023 and 2024 subject to continued employment on the applicable vesting dates.
Change in Control
Upon a change in control (as defined in the respective award agreements), restricted stock awards to Mr. Fox, Ms. McCormack and Mr. Perelman will become fully vested if (1) such Management Grantee continues to be employed through the closing of the change in control or (2) after the signing of definitive documentation related to the change in control, but prior to its closing, such Management Grantee’s employment is terminated without cause or due to death or disability or the Management Grantee resigns for Good Reason, as defined in each Management Grantee’s employment agreement. The compensation committee retains the right, in its sole discretion, to provide for the accelerated vesting (in whole or in part) of the restricted stock awards granted.
In the event Ms. Porcella or a Non-Management Grantee is terminated by the Company without cause within six months of certain changes in control, all unvested time shares shall vest on the termination date and all unvested performance shares shall remain outstanding and be eligible to vest (or be forfeited) in accordance with the performance conditions.
Ladder Capital Corp Deferred Compensation Plan
On July 3, 2014, the Company adopted a nonqualified deferred compensation plan, which was amended and restated on March 17, 2015 (the “2014 Deferred Compensation Plan”), in which certain eligible employees participate. On February 22, 2018, the board of directors froze the 2014 Deferred Compensation Plan. Pursuant to the 2014 Deferred Compensation Plan, participants elected, or in some cases non-management participants were required, to defer all or a portion of their annual cash performance-based bonuses into the 2014 Deferred Compensation Plan. Generally, if a participant’s total compensation was in excess of a certain threshold, a portion of a participant’s performance-based annual bonus was required to be deferred into the 2014 Deferred Compensation Plan. Otherwise, a portion of the participant’s annual bonus could have been deferred into the 2014 Deferred Compensation Plan at the election of the participant, so long as such elections were timely made in accordance with the terms and procedures of the 2014 Deferred Compensation Plan.
In the event that a participant elected to (or was required to) defer a portion of his or her compensation pursuant to the 2014 Deferred Compensation Plan, such amount was not paid to the participant and was instead credited to such participant’s notional account under the 2014 Deferred Compensation Plan. Such amounts were then invested on a phantom basis in Class A common stock of the Company, or the phantom units, and a participant’s account is credited with any dividends or other distributions received by holders of Class A common stock of the Company, which are subject to the same vesting and payment conditions as the applicable contributions. Elective contributions were immediately vested upon contribution. Mandatory contributions are subject to one-third vesting over three years on a straight-line basis following the applicable year in which the related compensation was earned and mandatory contributions for compensation earned in 2016 and 2017 remain in the 2014 Deferred Compensation Plan, subject to vesting in 2019 and 2020, respectively.
If a participant’s employment with the Company is terminated by the Company other than for cause and such termination is within six months following a change in control (each, as defined in the 2014 Deferred Compensation Plan), then the participant will fully vest in his or her unvested account balances. Furthermore, the unvested account balances will fully vest in the event of the participant’s death, disability, retirement (as defined in the 2014 Deferred Compensation Plan) or in the event of certain hostile takeovers of the board of directors of the Company. In the event that a participant’s employment is terminated by the Company other than for cause, the participant will vest in the portion of the participant’s account that would have vested had the participant remained employed through the end of the year in which such termination occurs, subject to, in such case or in the case of retirement, the participant’s timely execution of a general release of claims in favor of the Company. Unvested amounts are otherwise generally forfeited upon the participant’s resignation or termination of employment, and vested mandatory contributions are generally forfeited upon the participant’s termination for cause.
Amounts deferred into the 2014 Deferred Compensation Plan are paid upon the earliest to occur of (1) a change in control, (2) within sixty days following the end of the participant’s employment with the Company, or (3) the date of payment of the annual bonus payments following December 31 of the third calendar year following the applicable year to which the underlying deferred annual compensation relates. Payment is made in cash equal to the fair market value of the number of phantom units credited to a participant’s account, provided that, if the participant’s termination was by the Company for cause or was a voluntary resignation other than on account of such participant’s retirement, the amount paid is based on the lowest fair market value of a share of Class A common stock during the forty-five day period following such termination of employment. The amount of the final cash payment may be more or less than the amount initially deferred into the 2014 Deferred Compensation Plan, depending upon the change in the value of the Class A common stock of the Company during such period.
As of December 31, 2020, there are 165,735 phantom units outstanding in the 2014 Deferred Compensation Plan, of which zero are unvested, resulting in a liability of $1.6 million, which is included in accrued expenses on the consolidated balance sheets. As of December 31, 2019, there were 265,275 phantom units outstanding in the 2014 Deferred Compensation Plan, of which 52,861 were unvested, resulting in a liability of $4.9 million, which is included in accrued expenses on the consolidated balance sheets.
Bonus Payments
On December 16, 2020, the board of directors of Ladder Capital Corp approved the 2020 bonus payments to employees, including officers, totaling $36.8 million of which $35.7 million consisted of equity based compensation. Of the total approved amount, there was $29.4 million of equity based compensation granted and recognized in 2020. On February 6, 2020, the board of directors of Ladder Capital Corp approved the 2019 bonus payments to employees, including officers, totaling $55.2 million, which included $27.0 million of equity based compensation. The bonuses were accrued for as of December 31, 2019 and paid to employees in full on February 14, 2020. On February 7, 2019, the board of directors of Ladder Capital Corp approved the 2018 bonus payments to employees, including officers, totaling $61.4 million, which included $26.6 million of equity based compensation. The bonuses were accrued for as of December 31, 2018 and paid to employees in full on February 15, 2019. During the year ended December 31, 2020, the Company recorded $1.1 million compensation expense related to bonuses due to the significant market disruption caused by the COVID-19 pandemic and the substantial economic uncertainty present in the commercial real estate market and overall economy. During the years ended December 31, 2019 and 2018, the Company recorded compensation expense of $28.2 million and $34.5 million, respectively, related to bonuses.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is based upon internal models, using market quotations, broker quotations, counterparty quotations or pricing services quotations, which provide valuation estimates based upon reasonable market order indications and are subject to significant variability based on market conditions, such as interest rates, credit spreads and market liquidity. The fair value of the mortgage loan receivables held for sale is based upon a securitization model utilizing market data from recent securitization spreads and pricing.
Fair Value Summary Table
The carrying values and estimated fair values of the Company’s financial instruments, which are both reported at fair value on a recurring basis (as indicated) or amortized cost/par, at December 31, 2020 and 2019 are as follows ($ in thousands):
December 31, 2020
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Weighted Average
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|
Outstanding
Face Amount
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Amortized Cost Basis/Purchase Price
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Fair Value
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Fair Value Method
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Yield
%
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Remaining
Maturity/Duration (years)
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Assets:
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CMBS(1)
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$
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1,015,520
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$
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1,015,282
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$
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1,003,301
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Internal model, third-party inputs
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1.56 %
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2.01
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CMBS interest-only(1)
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1,498,181
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(2)
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21,567
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22,213
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Internal model, third-party inputs
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3.53 %
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2.19
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GNMA interest-only(3)
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75,350
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(2)
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868
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1,001
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Internal model, third-party inputs
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5.06 %
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3.59
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Agency securities(1)
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586
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593
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605
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Internal model, third-party inputs
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1.64 %
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1.26
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GNMA permanent securities(1)
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30,254
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30,340
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31,199
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Internal model, third-party inputs
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3.49 %
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1.98
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Provision for current expected credit reserves
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N/A
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(20)
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(20)
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(5)
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N/A
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N/A
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Mortgage loan receivables held for investment, net, at amortized cost:
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Mortgage loan receivables held for investment, net, at amortized cost
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2,365,204
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2,354,059
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2,328,441
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Discounted Cash Flow(4)
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6.67 %
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1.07
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Provision for current expected credit reserves
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N/A
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(41,507)
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(41,507)
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(5)
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N/A
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N/A
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Mortgage loan receivables held for sale
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30,478
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30,518
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32,082
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Internal model, third-party inputs(6)
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4.05 %
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9.18
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FHLB stock(7)
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31,000
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31,000
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31,000
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(7)
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3.00 %
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N/A
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Nonhedge derivatives(1)(8)
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65,600
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N/A
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299
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Counterparty quotations
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N/A
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0.25
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Liabilities:
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Repurchase agreements - short-term
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708,833
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708,833
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708,833
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Discounted Cash Flow(9)
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1.16 %
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0.34
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Repurchase agreements - long-term
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112,004
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112,004
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112,004
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Discounted Cash Flow(10)
|
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9.47 %
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|
2.21
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Revolving credit facility
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266,430
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266,430
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266,430
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Discounted Cash Flow(9)
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3.15 %
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0.07
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Mortgage loan financing
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761,793
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766,064
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786,405
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Discounted Cash Flow(10)
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4.84
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%
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4.04
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Secured financing facility
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192,646
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192,646
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192,646
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Discounted Cash Flow(9)
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10.75 %
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2.35
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CLO debt
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276,516
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276,516
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276,516
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Discounted Cash Flow(10)
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5.50 %
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|
3.38
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Borrowings from the FHLB
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288,000
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288,000
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289,091
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Discounted Cash Flow
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1.12
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%
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2.76
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Senior unsecured notes
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1,612,299
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1,599,371
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1,607,930
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Internal model, third-party inputs
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4.90 %
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3.89
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(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 - short term borrowings under the secured financing facility and borrowings under the revolving credit facility 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, mortgage loan financing, and CLO debt 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.
December 31, 2019
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Weighted Average
|
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Outstanding
Face Amount
|
|
Amortized
Cost Basis
|
|
Fair Value
|
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Fair Value Method
|
|
Yield
%
|
|
Remaining
Maturity/Duration (years)
|
Assets:
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CMBS(1)
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$
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1,640,597
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$
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1,640,905
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$
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1,644,322
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Internal model, third-party inputs
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3.08
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%
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|
2.41
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CMBS interest-only(1)
|
1,559,160
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(2)
|
28,553
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|
|
29,146
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Internal model, third-party inputs
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|
3.04
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%
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2.53
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GNMA interest-only(3)
|
109,783
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(2)
|
1,982
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|
|
1,851
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|
|
Internal model, third-party inputs
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|
4.59
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%
|
|
2.77
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Agency securities(1)
|
629
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|
|
640
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|
|
637
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|
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Internal model, third-party inputs
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|
1.73
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%
|
|
1.83
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GNMA permanent securities(1)
|
31,461
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|
|
31,681
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|
|
32,369
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Internal model, third-party inputs
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3.17
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%
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1.93
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Equity securities(3)
|
N/A
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|
12,848
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|
|
12,980
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Observable market prices
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|
N/A
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N/A
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Mortgage loan receivables held for investment, net, at amortized cost:
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|
|
|
|
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|
|
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|
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Mortgage loan receivables held for investment, net, at amortized cost
|
3,277,596
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3,257,036
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|
|
3,273,219
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|
|
Discounted Cash Flow(4)
|
|
6.94
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%
|
|
1.43
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|
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|
|
|
|
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|
|
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|
|
Provision for loan losses
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N/A
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|
(20,500)
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|
|
(20,500)
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|
|
(5)
|
|
N/A
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|
N/A
|
Mortgage loan receivables held for sale
|
122,748
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|
|
122,325
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|
|
124,989
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|
|
Internal model, third-party inputs(6)
|
|
4.20
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%
|
|
9.99
|
FHLB stock(7)
|
61,619
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|
|
61,619
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|
61,619
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|
(7)
|
|
4.75
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%
|
|
N/A
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Nonhedge derivatives(1)(8)
|
340,200
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|
|
N/A
|
|
693
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|
|
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
|
%
|
|
5.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
Internal model, third-party inputs
|
|
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.
(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 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.
The following table summarizes the Company’s financial assets and liabilities, which are both reported at fair value on a recurring basis (as indicated) or amortized cost/par, at December 31, 2020 and 2019 ($ in thousands):
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
$
|
1,003,998
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
992,227
|
|
|
$
|
992,227
|
|
CMBS interest-only(1)
|
|
1,487,616
|
|
(2)
|
—
|
|
|
—
|
|
|
21,538
|
|
|
21,538
|
|
GNMA interest-only(3)
|
|
75,350
|
|
(2)
|
—
|
|
|
—
|
|
|
1,001
|
|
|
1,001
|
|
Agency securities(1)
|
|
586
|
|
|
—
|
|
|
—
|
|
|
605
|
|
|
605
|
|
GNMA permanent securities(1)
|
|
30,254
|
|
|
—
|
|
|
—
|
|
|
31,199
|
|
|
31,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonhedge derivatives(4)
|
|
65,600
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
299
|
|
|
|
|
|
$
|
—
|
|
|
$
|
299
|
|
|
$
|
1,046,570
|
|
|
$
|
1,046,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
2,365,204
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,328,441
|
|
|
$
|
2,328,441
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for current expected credit losses
|
|
N/A
|
|
—
|
|
|
—
|
|
|
(41,507)
|
|
|
(41,507)
|
|
Mortgage loan receivable held for sale
|
|
30,478
|
|
|
—
|
|
|
—
|
|
|
32,082
|
|
|
32,082
|
|
CMBS(5)
|
|
11,523
|
|
|
—
|
|
|
—
|
|
|
11,074
|
|
|
11,074
|
|
CMBS interest-only(5)
|
|
10,566
|
|
(2)
|
—
|
|
|
—
|
|
|
675
|
|
|
675
|
|
Provision for current expected credit losses
|
|
N/A
|
|
|
|
|
|
(20)
|
|
|
(20)
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB stock
|
|
31,000
|
|
|
—
|
|
|
—
|
|
|
31,000
|
|
|
31,000
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,361,745
|
|
|
$
|
2,361,745
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements - short-term
|
|
708,833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
708,833
|
|
|
$
|
708,833
|
|
Repurchase agreements - long-term
|
|
112,004
|
|
|
—
|
|
|
—
|
|
|
112,004
|
|
|
112,004
|
|
Revolving credit facility
|
|
266,430
|
|
|
—
|
|
|
—
|
|
|
266,430
|
|
|
266,430
|
|
Mortgage loan financing
|
|
761,793
|
|
|
—
|
|
|
—
|
|
|
786,405
|
|
|
786,405
|
|
Secured financing facility
|
|
192,646
|
|
|
—
|
|
|
—
|
|
|
192,646
|
|
|
192,646
|
|
CLO debt
|
|
276,516
|
|
|
—
|
|
|
—
|
|
|
276,516
|
|
|
276,516
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from the FHLB
|
|
288,000
|
|
|
—
|
|
|
—
|
|
|
289,091
|
|
|
289,091
|
|
Senior unsecured notes
|
|
1,612,299
|
|
|
—
|
|
|
—
|
|
|
1,607,930
|
|
|
1,607,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,239,855
|
|
|
$
|
4,239,855
|
|
(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.
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 receivables 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.
The following table summarizes changes in Level 3 financial instruments reported at fair value on the consolidated statements of financial condition for the years ended December 31, 2020 and December 31, 2019 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Level 3
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
|
|
Balance at January 1,
|
|
$
|
1,695,913
|
|
|
$
|
1,398,576
|
|
|
|
Transfer from level 2
|
|
—
|
|
|
—
|
|
|
|
Purchases
|
|
439,735
|
|
|
1,627,063
|
|
|
|
Sales
|
|
(917,372)
|
|
|
(850,513)
|
|
|
|
Paydowns/maturities
|
|
(135,343)
|
|
|
(491,790)
|
|
|
|
Amortization of premium/discount
|
|
(8,073)
|
|
|
(12,185)
|
|
|
|
Unrealized gain/(loss)
|
|
(14,896)
|
|
|
10,014
|
|
|
|
Realized gain/(loss) on sale(1)
|
|
(13,396)
|
|
|
14,748
|
|
|
|
Balance at December 31,
|
|
$
|
1,046,568
|
|
|
$
|
1,695,913
|
|
|
|
(1)Includes realized losses on securities recorded as other than temporary impairments.
The following is quantitative information about significant unobservable inputs in our Level 3 measurements for those assets and liabilities measured at fair value on a recurring basis ($ in thousands):
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instrument
|
|
Carrying Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Minimum
|
|
Weighted Average
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMBS(1)
|
|
$
|
992,226
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
2.09
|
%
|
|
23.85
|
%
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0
|
|
2.68
|
|
5.82
|
CMBS interest-only(1)
|
|
21,537
|
|
(2)
|
Discounted cash flow
|
|
Yield (4)
|
|
1
|
%
|
|
2.51
|
%
|
|
9.94
|
%
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.12
|
|
2.23
|
|
3.15
|
|
|
|
|
|
|
Prepayment speed (CPY)(5)
|
|
100.00
|
|
100.00
|
|
100.00
|
GNMA interest-only(3)
|
|
1,001
|
|
(2)
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
7.93
|
%
|
|
35.82
|
%
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0
|
|
2.80
|
|
6.79
|
|
|
|
|
|
|
Prepayment speed (CPJ)(5)
|
|
5.00
|
|
17.78
|
|
35.00
|
Agency securities(1)
|
|
605
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
11.31
|
%
|
|
72
|
%
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0
|
|
1.23
|
|
1.44
|
GNMA permanent securities(1)
|
|
31,199
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
2.99
|
%
|
|
3.47
|
%
|
|
|
|
|
|
|
Duration (years)(5)
|
|
1.57
|
|
9.74
|
|
14.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,046,568
|
|
|
|
|
|
|
|
|
|
|
|
(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.
Sensitivity of the Fair Value to Changes in the Unobservable Inputs
(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.
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instrument
|
|
Carrying Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Minimum
|
|
Weighted Average
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMBS(1)
|
|
$
|
1,632,714
|
|
|
Discounted cash flow
|
|
Yield (3)
|
|
—
|
%
|
|
3.11
|
%
|
|
19.92
|
%
|
|
|
|
|
|
|
Duration (years)(4)
|
|
0.00
|
|
1.63
|
|
6.87
|
CMBS interest-only(1)
|
|
28,342
|
|
(2)
|
Discounted cash flow
|
|
Yield (3)
|
|
1.57
|
%
|
|
3.93
|
%
|
|
7.62
|
%
|
|
|
|
|
|
|
Duration (years)(4)
|
|
0.26
|
|
2.47
|
|
3.51
|
|
|
|
|
|
|
Prepayment speed (CPY)(4)
|
|
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
|
%
|
|
|
|
|
|
|
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.
Sensitivity of the Fair Value to Changes in the Unobservable Inputs
(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.
Nonrecurring Fair Values
The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may be impaired. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or write-down of assets value due to impairment. Refer to Note 3, Mortgage Loan Receivables and Note 5, Real Estate and Related Lease Intangibles, Net for disclosure of level 3 inputs.
16. INCOME TAXES
The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2015. As such, the Company’s income is generally not subject to U.S. federal, state and local corporate income taxes other than as described below.
Certain of the Company’s subsidiaries have elected to be treated as TRSs. TRSs permit the Company to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code, and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, the Company will continue to maintain its qualification as a REIT. The Company’s TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in TRSs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Current expense (benefit)
|
|
|
|
|
|
|
|
|
|
U.S. federal
|
|
|
|
|
$
|
(8,087)
|
|
|
$
|
(1,772)
|
|
|
$
|
7,099
|
|
State and local
|
|
|
|
|
(1,796)
|
|
|
(396)
|
|
|
7,068
|
|
Total current expense (benefit)
|
|
|
|
|
(9,883)
|
|
|
(2,168)
|
|
|
14,167
|
|
Deferred expense (benefit)
|
|
|
|
|
|
|
|
|
|
U.S. federal
|
|
|
|
|
119
|
|
|
3,824
|
|
|
(5,115)
|
|
State and local
|
|
|
|
|
(25)
|
|
|
990
|
|
|
(2,409)
|
|
Total deferred expense (benefit)
|
|
|
|
|
94
|
|
|
4,814
|
|
|
(7,524)
|
|
Provision for income tax expense (benefit)
|
|
|
|
|
$
|
(9,789)
|
|
|
$
|
2,646
|
|
|
$
|
6,643
|
|
A reconciliation between the U.S. federal statutory income tax rate and the effective tax rate for the years ended December 31, 2020, 2019 and 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
US statutory tax rate
|
|
|
|
|
21.00
|
%
|
|
21.00
|
%
|
|
21.00
|
%
|
|
REIT income not subject to corporate income tax
|
|
|
|
|
65.98
|
%
|
|
(21.89)
|
%
|
|
(18.86)
|
%
|
|
Increase due to state and local taxes
|
|
|
|
|
9.85
|
%
|
|
(0.25)
|
%
|
|
2.44
|
%
|
(1)
|
Change in valuation allowance
|
|
|
|
|
6.91
|
%
|
|
3.26
|
%
|
|
(1.64)
|
%
|
|
Offshore non-taxable income
|
|
|
|
|
(41.96)
|
%
|
|
(0.24)
|
%
|
|
—
|
%
|
|
UTP released
|
|
|
|
|
(2.54)
|
%
|
|
(0.46)
|
%
|
|
—
|
%
|
|
Section 163 (j) interest expense limitation
|
|
|
|
|
(7.12)
|
%
|
|
—
|
%
|
|
—
|
%
|
|
REIT Income Taxes
|
|
|
|
|
(2.59)
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Return to Provision
|
|
|
|
|
(1.25)
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Net operating loss carryback benefit
|
|
|
|
|
4.54
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Other
|
|
|
|
|
(1.96)
|
%
|
|
0.45
|
%
|
|
(0.03)
|
%
|
|
Effective income tax rate
|
|
|
|
|
50.86
|
%
|
|
1.87
|
%
|
|
2.91
|
%
|
|
(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.
The differences between the Company’s statutory rate and effective tax rate are largely determined by the amount of income subject to tax by the Company’s TRS subsidiaries. The Company expects that its future effective tax rate will be determined in a similar manner.
As of December 31, 2020 and 2019, the Company’s net deferred tax assets (liabilities) were $(2.0) million and $(2.1) million, respectively, and are included in other assets (liabilities) in the Company’s consolidated balance sheets. The Company believes it is more likely than not that the net deferred tax assets will be realized in the future. Realization of the net deferred tax assets (liabilities) is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.
The Company has recorded deferred tax assets related to net operating losses in the taxable REIT subsidiaries that are expected to be fully utilized in future periods. The net operating loss subject to unlimited carryforward is $22.8 million as of December 31, 2020.
The components of the Company’s deferred tax assets and liabilities are as follows ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
Deferred Tax Assets
|
|
|
|
Basis difference in operating partnerships
|
$
|
6,222
|
|
|
$
|
246
|
|
Net unrealized losses
|
986
|
|
|
1,440
|
|
Capital losses carryforward
|
5,664
|
|
|
6,717
|
|
Valuation allowance
|
(5,664)
|
|
|
(6,717)
|
|
Interest expense limitation
|
1,370
|
|
|
846
|
|
Valuation Allowance
|
(1,370)
|
|
|
—
|
|
Total Deferred Tax Assets
|
$
|
7,208
|
|
|
$
|
2,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
Deferred Tax Liability
|
|
|
|
Basis difference in operating partnerships
|
$
|
9,218
|
|
|
$
|
4,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deferred Tax Liability
|
$
|
9,218
|
|
|
$
|
4,671
|
|
As of December 31, 2020, the Company had $5.7 million of deferred tax assets relating to capital losses which it may only use to offset capital gains. As of December 31, 2019, the Company had $6.7 million of deferred tax assets relating to capital losses which it may only use to offset capital gains. These tax attributes will begin to expire if unused in 2021. As the realization of these assets are not more likely than not before their expiration, the Company has provided a full valuation allowance against these deferred tax assets.
The Company’s tax returns are subject to audit by taxing authorities. Generally, as of December 31, 2020, the tax years 2017-2020 remain open to examination by the major taxing jurisdictions in which the Company is subject to taxes. The Company acquired certain corporate entities at the time of its IPO. The related acquisition agreements provided an indemnification to the Company by each transferor of any amounts due for any potential tax liabilities owed by these entities for tax years prior to their acquisition. In January 2019, a settlement was reached with New York State pertaining to an audit of these corporate entities for the years 2013-2015. As a result of the settlement, management recorded income tax expense in the amount of $3.3 million and a corresponding payable to the State of New York in 2018. Pursuant to the indemnification, management expected to recover $2.5 million of the $3.3 million from indemnity counterparties and, accordingly, recorded fee and other income in the amount of $2.5 million as well as a corresponding receivable from the indemnity counterparties. As of July 31, 2019, the Company collected all amounts owed by the counterparties related to the 2013-2015 audit. The IRS recently completed its audit of the 2014 tax year and did not recommend any changes to the Company’s tax return. The Company is currently under New York City audit for tax years 2012-2014. Several of the Company’s subsidiary entities are under New York State audit for tax years 2015-2018. The Company does not expect these audits to result in any material changes to the Company’s financial position. The Company does not expect tax expense to have an impact on either short or long-term liquidity or capital needs.
As of December 31, 2020 and 2019, the Company’s unrecognized tax benefit is a liability for $0.7 million and $0.2 million, respectively, and is included in the accrued expenses in the Company’s consolidated balance sheets. This unrecognized tax benefit, if recognized, would have a favorable impact on our effective income tax rate in future periods. As of December 31, 2020, the Company has not recognized a significant amount of any interest or penalties related to uncertain tax positions. In
addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record a significant liability for unrecognized tax benefits within the next twelve months.
Tax Receivable Agreement
Upon consummation of the IPO, the Company entered into a Tax Receivable Agreement with the Continuing LCFH Limited Partners (the “TRA Members”). Under the Tax Receivable Agreement the Company generally was required to pay to the TRA Members that exchanged their interests in LCFH and Class B shares of the Company for Class A shares of the Company, 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that the Company realized (or was deemed to realize in certain circumstances) as a result of (i) the increase in tax basis in its proportionate share of LCFH’s assets that was attributable to the Company as a result of the exchanges and (ii) payments under the Tax Receivable Agreement, including any tax benefits related to imputed interest deemed to be paid by the Company as a result of such agreement.
To determine the current amount of the payments due, the Company estimated the amount of the Tax Receivable Agreement payments to be made within twelve months of the balance sheet date. As of December 31, 2020 and 2019, pursuant to the Tax Receivable Agreement, the Company had a liability of $0.9 million and $1.6 million, respectively, included in other liabilities in the consolidated balance sheets for TRA Members.
Following the remaining partners’ exchange during the three months ended September 30, 2020, the Company elected to compute Early Termination Payments for each exchanging partner as provided under the terms of the Tax Receivable Agreement. All of the participants were notified of the payments to which they would be entitled, including those entitled to no payment. The Early Termination Payments totaling $0.9 million were either executed or scheduled to be executed in February and March 2021, thereby satisfying the TRA liability reported as of December 31, 2020.
17. RELATED PARTY TRANSACTIONS
Ladder Select Bond Fund
On October 18, 2016, Ladder Capital Asset Management LLC (“LCAM”), a subsidiary of the Company and a registered investment adviser, launched the Ladder Select Bond Fund, a mutual fund (the “Fund”). In addition, on October 18, 2016, the Company made a $10.0 million investment in the Fund, which was included in other assets in the consolidated balance sheets. On June 22, 2020, the Fund was liquidated and LCAM deregistered with the SEC. The Company recognized a realized loss of $0.7 million upon liquidation of the Fund which is included in fee and other income on the consolidated statements of income for the year ended December 31, 2020.
18. COMMITMENTS AND CONTINGENCIES
Leases
The Company adopted ASC Topic 842 on January 1, 2019. The primary impact of applying ASC Topic 842 was the initial recognition of a $3.5 million lease liability and a $3.3 million right of use asset (including previously accrued straight line rent) on the Company’s consolidated financial statements, for leases classified as operating leases under ASC Topic 840, primarily for the Company’s corporate headquarters and other identified leases. As of December 31, 2020, the Company had a $1.3 million lease liability and a $1.3 million right-of-use asset on its consolidated balance sheets found within other liabilities and other assets, respectively. Tenant reimbursements, which consist of real estate taxes and other municipal charges paid by us which were reimbursable by our tenants pursuant to the terms of triple-net lease agreements, were $5.5 million, $6.4 million and $9.7 million for the years ended December 31, 2020, 2019 and 2018, respectively, and are included in operating lease income on the Company’s consolidated statements of income.
Investments in Unconsolidated Joint Ventures
We have made investments in various unconsolidated joint ventures. See Note 6, Investment in and Advances to Unconsolidated Joint Ventures for further details of our unconsolidated investments. Our maximum exposure to loss from these investments is limited to the carrying value of our investments.
Unfunded Loan Commitments
As of December 31, 2020, the Company’s off-balance sheet arrangements consisted of $148.8 million of unfunded commitments on mortgage loan receivables held for investment to provide additional first mortgage loan financing over the next three years at rates to be determined at the time of funding, 63% of which additional funds relate to the occurrence of certain “good news” events, such as the owner concluding a lease agreement with a major tenant in the building or reaching some pre-determined net operating income. As of December 31, 2019, the Company’s off-balance sheet arrangements consisted of $286.5 million of unfunded commitments on mortgage loan receivables held for investment to provide additional first mortgage loan financing. Commitments are subject to our loan borrowers’ satisfaction of certain financial and nonfinancial covenants and may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring. The COVID-19 pandemic has impacted the progress of work generally and, depending on specific property locations, the progress of capital expenditures, construction, and leasing, which have been delayed and/or slower paced than originally anticipated. The progress of those particular projects located in states or local municipalities with continuing restrictions on such activities is anticipated to remain slower to complete than otherwise expected, and the pace of future funding relating to these capital needs has been, and may continue to be, commensurately slower. These commitments are not reflected on the consolidated balance sheets.
19. SEGMENT REPORTING
The Company has determined that it has three reportable segments based on how the chief operating decision maker reviews and manages the business. These reportable segments include loans, securities, and real estate. The loans segment includes mortgage loan receivables held for investment (balance sheet loans) and mortgage loan receivables held for sale (conduit loans). The securities segment is composed of all of the Company’s activities related to commercial real estate securities, which include investments in CMBS, U.S. Agency Securities, corporate bonds and equity securities. The real estate segment includes net leased properties, office buildings, student housing portfolios, hotels, industrial buildings, a shopping center and condominium units. Corporate/other includes the Company’s investments in joint ventures, other asset management activities and operating expenses.
The Company evaluates performance based on the following financial measures for each segment ($ in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2020
|
Loans
|
|
Securities
|
|
Real Estate (1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
Interest income
|
$
|
205,640
|
|
|
$
|
32,904
|
|
|
$
|
13
|
|
|
$
|
1,293
|
|
|
239,849
|
|
Interest expense
|
(48,084)
|
|
|
(21,554)
|
|
|
(39,396)
|
|
|
(118,440)
|
|
|
(227,474)
|
|
Net interest income (expense)
|
157,556
|
|
|
11,349
|
|
|
(39,383)
|
|
|
(117,148)
|
|
|
12,375
|
|
Provision for (release of) loan loss reserves
|
(18,277)
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(18,275)
|
|
Net interest income (expense) after provision for (release of) loan reserves
|
139,279
|
|
|
11,351
|
|
|
(39,383)
|
|
|
(117,148)
|
|
|
(5,900)
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease income
|
—
|
|
|
—
|
|
|
100,248
|
|
|
—
|
|
|
100,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of loans, net
|
(1,571)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,571)
|
|
Realized gain (loss) on securities
|
—
|
|
|
(12,410)
|
|
|
—
|
|
|
—
|
|
|
(12,410)
|
|
Unrealized gain (loss) on equity securities
|
—
|
|
|
(132)
|
|
|
—
|
|
|
—
|
|
|
(132)
|
|
Unrealized gain (loss) on Agency interest-only securities
|
—
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
263
|
|
Realized gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
32,102
|
|
|
—
|
|
|
32,102
|
|
|
|
|
|
|
|
|
|
|
|
Fee and other income
|
9,142
|
|
|
403
|
|
|
25
|
|
|
3,084
|
|
|
12,654
|
|
Net result from derivative transactions
|
(11,264)
|
|
|
(4,006)
|
|
|
—
|
|
|
—
|
|
|
(15,270)
|
|
Earnings (loss) from investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
1,821
|
|
|
—
|
|
|
1,821
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
22,250
|
|
|
22,250
|
|
Total other income (loss)
|
(3,693)
|
|
|
(15,882)
|
|
|
134,196
|
|
|
25,334
|
|
|
139,955
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,101)
|
|
|
(58,101)
|
|
Operating expenses(3)
|
3
|
|
|
—
|
|
|
—
|
|
|
(20,297)
|
|
|
(20,294)
|
|
Real estate operating expenses
|
—
|
|
|
—
|
|
|
(28,584)
|
|
|
|
|
(28,584)
|
|
|
|
|
|
|
|
|
|
|
|
Fee expense
|
(6,124)
|
|
|
(236)
|
|
|
(884)
|
|
|
—
|
|
|
(7,244)
|
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(38,980)
|
|
|
(99)
|
|
|
(39,079)
|
|
Total costs and expenses
|
(6,121)
|
|
|
(236)
|
|
|
(68,448)
|
|
|
(78,497)
|
|
|
(153,302)
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
9,789
|
|
|
9,789
|
|
Segment profit (loss)
|
$
|
129,465
|
|
|
$
|
(4,767)
|
|
|
$
|
26,365
|
|
|
$
|
(160,522)
|
|
|
$
|
(9,458)
|
|
|
|
|
|
|
|
|
|
|
|
Total assets as of December 31, 2020
|
$
|
2,343,070
|
|
|
$
|
1,058,298
|
|
|
$
|
1,031,557
|
|
|
$
|
1,448,303
|
|
|
$
|
5,881,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2019
|
Loans
|
|
Securities
|
|
Real Estate (1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
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 (release of) loan loss reserves
|
(2,600)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,600)
|
|
Net interest income (expense) after provision for (release of) loan reserves
|
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(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,595)
|
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2018
|
Loans
|
|
Securities
|
|
Real Estate (1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
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 (release of) loan loss reserves
|
(13,900)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,900)
|
|
Net interest income (expense) after provision for (release of) loan reserves
|
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(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,696)
|
|
|
(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
|
|
(1)Includes the Company’s investment in unconsolidated joint ventures that held real estate of $46.3 million and $48.4 million as of December 31, 2020 and 2019, 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 $31.0 million and $61.6 million as of December 31, 2020 and 2019, respectively, and the Company’s senior unsecured notes of $1.6 billion and $1.2 billion as of December 31, 2020 and 2019, respectively.
20. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table summarizes the consolidated quarterly financial information for the Company ($ in thousands except per share and dividend amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2020
|
|
Q3 2020
|
|
Q2 2020
|
|
Q1 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
50,543
|
|
|
$
|
54,621
|
|
|
$
|
62,096
|
|
|
$
|
72,589
|
|
|
|
Net interest income after provision for (release of) loan reserves
|
|
4,359
|
|
|
735
|
|
|
(5,600)
|
|
|
(5,393)
|
|
|
|
Other income (loss)
|
|
27,235
|
|
|
52,810
|
|
|
30,909
|
|
|
29,002
|
|
|
|
Costs and expenses
|
|
47,889
|
|
|
32,149
|
|
|
31,052
|
|
|
42,211
|
|
|
|
Income (loss) before taxes
|
|
(16,295)
|
|
|
21,396
|
|
|
(5,743)
|
|
|
(18,602)
|
|
|
|
Income tax expense (benefit)
|
|
(4,712)
|
|
|
14
|
|
|
(550)
|
|
|
(4,541)
|
|
|
|
Net income (loss)
|
|
(11,583)
|
|
|
21,382
|
|
|
(5,193)
|
|
|
(14,061)
|
|
|
|
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures
|
|
(127)
|
|
|
(4,149)
|
|
|
250
|
|
|
(1,519)
|
|
|
|
Net (income) loss attributable to noncontrolling interest in operating partnership
|
|
(4)
|
|
|
(45)
|
|
|
754
|
|
|
(148)
|
|
|
|
Net income (loss) attributable to Class A common shareholders
|
|
$
|
(11,714)
|
|
|
$
|
17,188
|
|
|
$
|
(4,189)
|
|
|
$
|
(15,728)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.10)
|
|
|
$
|
0.15
|
|
|
$
|
(0.04)
|
|
|
$
|
(0.15)
|
|
|
|
Diluted
|
|
$
|
(0.10)
|
|
|
$
|
0.14
|
|
|
$
|
(0.04)
|
|
|
$
|
(0.15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share of Class A common stock
|
|
$
|
0.200
|
|
|
$
|
0.200
|
|
|
$
|
0.200
|
|
|
$
|
0.340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2019
|
|
Q3 2019
|
|
Q2 2019
|
|
Q1 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
76,196
|
|
|
$
|
82,251
|
|
|
$
|
85,322
|
|
|
$
|
86,466
|
|
|
|
Net interest income after provision for (release of) loan reserves
|
|
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 (loss) 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21. SUBSEQUENT EVENTS
On January 27, 2021, the Company redeemed in full the its 5.875% Senior Notes due 2021 (the “2021 Notes”) for $150.9 million. The 2021 Notes were redeemed at par, plus accrued and unpaid interest to the redemption date, pursuant to the optional redemption provisions of the indenture governing the 2021 Notes. The redemption of a portion of the 2021 Notes that were redeemed was subject to the condition that the Company’s subsidiary issuers of the 2021 Notes complete a notes offering of not less than $400 million. The issuers waived the condition prior to redeeming the 2021 Notes in full.
On February 9, 2021, the Company announced the appointment of Paul J. Miceli as Chief Financial Officer, effective March 1, 2021. Mr. Miceli, Ladder’s Director of Finance, will succeed Marc Fox, who has announced his intention to leave the Company. Mr. Fox will remain at the Company through May 7, 2021, to ensure an orderly transition.
Schedule III-Real Estate and Accumulated Depreciation
Ladder Capital Corp
December 31, 2020
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Newburgh, IN
|
|
—
|
|
|
126
|
|
|
954
|
|
|
178
|
|
|
—
|
|
|
126
|
|
|
954
|
|
|
178
|
|
|
1,258
|
|
|
(6)
|
|
|
10/13/20
|
|
2020
|
|
45 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail Property in Little Falls, MN
|
|
870
|
|
|
199
|
|
|
783
|
|
|
249
|
|
|
—
|
|
|
199
|
|
|
783
|
|
|
249
|
|
|
1,231
|
|
|
(23)
|
|
|
03/10/20
|
|
2020
|
|
55 years
|
Retail Property in Newburgh, IN
|
|
929
|
|
|
213
|
|
|
873
|
|
|
220
|
|
|
—
|
|
|
213
|
|
|
873
|
|
|
220
|
|
|
1,306
|
|
|
(25)
|
|
|
03/16/20
|
|
2020
|
|
45 years
|
Retail Property in Isanti, MN
|
|
1,016
|
|
|
249
|
|
|
894
|
|
|
297
|
|
|
—
|
|
|
249
|
|
|
894
|
|
|
297
|
|
|
1,440
|
|
|
(24)
|
|
|
03/16/20
|
|
2020
|
|
55 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail Property in Waterloo, IA
|
|
875
|
|
|
130
|
|
|
896
|
|
|
214
|
|
|
—
|
|
|
130
|
|
|
896
|
|
|
214
|
|
|
1,240
|
|
|
(29)
|
|
|
01/30/20
|
|
2019
|
|
45 years
|
Retail Property in Sioux City, IA
|
|
933
|
|
|
220
|
|
|
876
|
|
|
222
|
|
|
—
|
|
|
220
|
|
|
876
|
|
|
222
|
|
|
1,318
|
|
|
(29)
|
|
|
01/30/20
|
|
2019
|
|
45 years
|
Retail Property in Wardsville, MO
|
|
984
|
|
|
257
|
|
|
919
|
|
|
202
|
|
|
—
|
|
|
257
|
|
|
919
|
|
|
202
|
|
|
1,378
|
|
|
(36)
|
|
|
11/22/19
|
|
2019
|
|
40 years
|
Retail Property in Kincheloe, MI
|
|
892
|
|
|
58
|
|
|
939
|
|
|
229
|
|
|
—
|
|
|
58
|
|
|
939
|
|
|
229
|
|
|
1,226
|
|
|
(36)
|
|
|
11/22/19
|
|
2019
|
|
45 years
|
Retail Property in Clinton, IN
|
|
1,041
|
|
|
269
|
|
|
954
|
|
|
204
|
|
|
—
|
|
|
269
|
|
|
954
|
|
|
204
|
|
|
1,427
|
|
|
(35)
|
|
|
11/22/19
|
|
2019
|
|
44 years
|
Retail Property in Saginaw, MI
|
|
956
|
|
|
96
|
|
|
1,014
|
|
|
210
|
|
|
—
|
|
|
96
|
|
|
1,014
|
|
|
210
|
|
|
1,320
|
|
|
(44)
|
|
|
10/04/19
|
|
2019
|
|
45 years
|
Retail Property in Rolla, MO
|
|
944
|
|
|
110
|
|
|
1,011
|
|
|
188
|
|
|
—
|
|
|
110
|
|
|
1,011
|
|
|
188
|
|
|
1,309
|
|
|
(44)
|
|
|
10/04/19
|
|
2019
|
|
40 years
|
Retail Property in Sullivan, IL
|
|
1,178
|
|
|
340
|
|
|
981
|
|
|
257
|
|
|
—
|
|
|
340
|
|
|
981
|
|
|
257
|
|
|
1,578
|
|
|
(41)
|
|
|
09/13/19
|
|
2019
|
|
50 years
|
Retail Property in Becker, MN
|
|
942
|
|
|
136
|
|
|
922
|
|
|
188
|
|
|
—
|
|
|
136
|
|
|
922
|
|
|
188
|
|
|
1,246
|
|
|
(38)
|
|
|
09/13/19
|
|
2019
|
|
55 years
|
Retail Property in Adrian, MO
|
|
861
|
|
|
136
|
|
|
884
|
|
|
191
|
|
|
—
|
|
|
136
|
|
|
884
|
|
|
191
|
|
|
1,211
|
|
|
(39)
|
|
|
09/13/19
|
|
2019
|
|
45 years
|
Retail Property in Chillicothe, IL
|
|
1,027
|
|
|
227
|
|
|
1,047
|
|
|
245
|
|
|
—
|
|
|
227
|
|
|
1,047
|
|
|
245
|
|
|
1,519
|
|
|
(46)
|
|
|
09/05/19
|
|
2019
|
|
50 years
|
Retail Property in Poseyville, IN
|
|
871
|
|
|
160
|
|
|
947
|
|
|
194
|
|
|
—
|
|
|
160
|
|
|
947
|
|
|
194
|
|
|
1,301
|
|
|
(43)
|
|
|
08/13/19
|
|
2019
|
|
44 years
|
Retail Property in Dexter, MO
|
|
880
|
|
|
141
|
|
|
890
|
|
|
177
|
|
|
—
|
|
|
141
|
|
|
890
|
|
|
177
|
|
|
1,208
|
|
|
(45)
|
|
|
07/09/19
|
|
2019
|
|
40 years
|
Retail Property in Hubbard Lake, MI
|
|
921
|
|
|
40
|
|
|
1,017
|
|
|
203
|
|
|
—
|
|
|
40
|
|
|
1,017
|
|
|
203
|
|
|
1,260
|
|
|
(52)
|
|
|
07/09/19
|
|
2019
|
|
40 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Fayette, MO
|
|
1,092
|
|
|
107
|
|
|
1,168
|
|
|
219
|
|
|
—
|
|
|
107
|
|
|
1,168
|
|
|
219
|
|
|
1,494
|
|
|
(61)
|
|
|
06/26/19
|
|
2019
|
|
40 years
|
Retail Property in Centralia, IL
|
|
949
|
|
|
200
|
|
|
913
|
|
|
193
|
|
|
—
|
|
|
200
|
|
|
913
|
|
|
193
|
|
|
1,306
|
|
|
(58)
|
|
|
04/25/19
|
|
2019
|
|
40 years
|
Retail Property in Trenton, MO
|
|
892
|
|
|
396
|
|
|
628
|
|
|
202
|
|
|
—
|
|
|
396
|
|
|
628
|
|
|
202
|
|
|
1,226
|
|
|
(61)
|
|
|
02/26/19
|
|
2019
|
|
30 years
|
Retail Property in Houghton Lake, MI
|
|
965
|
|
|
124
|
|
|
939
|
|
|
241
|
|
|
—
|
|
|
124
|
|
|
939
|
|
|
241
|
|
|
1,304
|
|
|
(64)
|
|
|
02/26/19
|
|
2018
|
|
40 years
|
Retail Property in Pelican Rapids, MN
|
|
917
|
|
|
78
|
|
|
1,016
|
|
|
169
|
|
|
—
|
|
|
78
|
|
|
1,016
|
|
|
169
|
|
|
1,263
|
|
|
(90)
|
|
|
12/26/18
|
|
2018
|
|
30 years
|
Retail Property in Carthage, MO
|
|
845
|
|
|
225
|
|
|
766
|
|
|
176
|
|
|
—
|
|
|
225
|
|
|
766
|
|
|
176
|
|
|
1,167
|
|
|
(58)
|
|
|
12/26/18
|
|
2018
|
|
40 years
|
Retail Property in Bolivar, MO
|
|
894
|
|
|
186
|
|
|
876
|
|
|
182
|
|
|
—
|
|
|
186
|
|
|
876
|
|
|
182
|
|
|
1,244
|
|
|
(65)
|
|
|
12/26/18
|
|
2018
|
|
40 years
|
Retail Property in Pinconning, MI
|
|
949
|
|
|
167
|
|
|
905
|
|
|
221
|
|
|
—
|
|
|
167
|
|
|
905
|
|
|
221
|
|
|
1,293
|
|
|
(61)
|
|
|
12/06/18
|
|
2018
|
|
45 years
|
Retail Property in New Hampton, IA
|
|
1,014
|
|
|
177
|
|
|
1,111
|
|
|
187
|
|
|
—
|
|
|
177
|
|
|
1,111
|
|
|
187
|
|
|
1,475
|
|
|
(92)
|
|
|
11/30/18
|
|
2018
|
|
35 years
|
Retail Property in Ogden, IA
|
|
857
|
|
|
107
|
|
|
931
|
|
|
153
|
|
|
—
|
|
|
107
|
|
|
931
|
|
|
153
|
|
|
1,191
|
|
|
(84)
|
|
|
10/03/18
|
|
2018
|
|
35 years
|
Retail Property in Wonder Lake, IL
|
|
941
|
|
|
221
|
|
|
888
|
|
|
214
|
|
|
—
|
|
|
221
|
|
|
888
|
|
|
214
|
|
|
1,323
|
|
|
(95)
|
|
|
04/12/18
|
|
2017
|
|
39 years
|
Retail Property in Moscow Mills, MO
|
|
990
|
|
|
161
|
|
|
945
|
|
|
203
|
|
|
—
|
|
|
161
|
|
|
945
|
|
|
203
|
|
|
1,309
|
|
|
(92)
|
|
|
04/12/18
|
|
2018
|
|
45 years
|
Retail Property in Foley, MN
|
|
883
|
|
|
238
|
|
|
823
|
|
|
172
|
|
|
—
|
|
|
238
|
|
|
823
|
|
|
172
|
|
|
1,233
|
|
|
(96)
|
|
|
04/12/18
|
|
2018
|
|
35 years
|
Retail Property in Kirbyville, MO
|
|
870
|
|
|
98
|
|
|
965
|
|
|
155
|
|
|
—
|
|
|
98
|
|
|
965
|
|
|
155
|
|
|
1,218
|
|
|
(92)
|
|
|
04/02/18
|
|
2018
|
|
40 years
|
Retail Property in Gladwin, MI
|
|
883
|
|
|
88
|
|
|
951
|
|
|
203
|
|
|
—
|
|
|
88
|
|
|
951
|
|
|
203
|
|
|
1,242
|
|
|
(87)
|
|
|
04/02/18
|
|
2017
|
|
45 years
|
Retail Property in Rockford, MN
|
|
887
|
|
|
187
|
|
|
850
|
|
|
207
|
|
|
—
|
|
|
187
|
|
|
850
|
|
|
207
|
|
|
1,244
|
|
|
(133)
|
|
|
12/08/17
|
|
2017
|
|
30 years
|
Retail Property in Winterset, IA
|
|
936
|
|
|
272
|
|
|
830
|
|
|
200
|
|
|
—
|
|
|
272
|
|
|
830
|
|
|
200
|
|
|
1,302
|
|
|
(104)
|
|
|
12/08/17
|
|
2017
|
|
35 years
|
Retail Property in Kawkawlin, MI
|
|
918
|
|
|
242
|
|
|
871
|
|
|
179
|
|
|
—
|
|
|
242
|
|
|
871
|
|
|
179
|
|
|
1,292
|
|
|
(123)
|
|
|
10/05/17
|
|
2017
|
|
30 years
|
Retail Property in Aroma Park, IL
|
|
949
|
|
|
223
|
|
|
869
|
|
|
164
|
|
|
—
|
|
|
223
|
|
|
869
|
|
|
164
|
|
|
1,256
|
|
|
(104)
|
|
|
10/05/17
|
|
2017
|
|
35 years
|
Retail Property in East Peoria, IL
|
|
1,018
|
|
|
233
|
|
|
998
|
|
|
161
|
|
|
—
|
|
|
233
|
|
|
998
|
|
|
161
|
|
|
1,392
|
|
|
(117)
|
|
|
10/05/17
|
|
2017
|
|
40 years
|
Retail Property in Milford, IA
|
|
986
|
|
|
254
|
|
|
883
|
|
|
217
|
|
|
—
|
|
|
254
|
|
|
883
|
|
|
217
|
|
|
1,354
|
|
|
(111)
|
|
|
09/08/17
|
|
2017
|
|
40 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Jefferson City, MO
|
|
946
|
|
|
164
|
|
|
966
|
|
|
205
|
|
|
—
|
|
|
164
|
|
|
966
|
|
|
205
|
|
|
1,335
|
|
|
(123)
|
|
|
06/02/17
|
|
2016
|
|
40 years
|
Retail Property in Denver, IA
|
|
900
|
|
|
198
|
|
|
840
|
|
|
191
|
|
|
—
|
|
|
198
|
|
|
840
|
|
|
191
|
|
|
1,229
|
|
|
(120)
|
|
|
05/31/17
|
|
2017
|
|
35 years
|
Retail Property in Port O'Connor, TX
|
|
951
|
|
|
167
|
|
|
937
|
|
|
200
|
|
|
—
|
|
|
167
|
|
|
937
|
|
|
200
|
|
|
1,304
|
|
|
(134)
|
|
|
05/25/17
|
|
2017
|
|
35 years
|
Retail Property in Wabasha, MN
|
|
967
|
|
|
237
|
|
|
912
|
|
|
214
|
|
|
—
|
|
|
237
|
|
|
912
|
|
|
214
|
|
|
1,363
|
|
|
(143)
|
|
|
05/25/17
|
|
2016
|
|
35 years
|
Office in Jacksonville, FL
|
|
83,112
|
|
|
13,290
|
|
|
106,601
|
|
|
21,362
|
|
|
4,141
|
|
|
13,290
|
|
|
110,741
|
|
|
21,362
|
|
|
145,393
|
|
|
(16,798)
|
|
|
05/23/17
|
|
1989
|
|
36 years
|
Retail Property in Shelbyville, IL
|
|
865
|
|
|
189
|
|
|
849
|
|
|
199
|
|
|
—
|
|
|
189
|
|
|
849
|
|
|
199
|
|
|
1,237
|
|
|
(116)
|
|
|
05/23/17
|
|
2016
|
|
40 years
|
Retail Property in Jesup, IA
|
|
886
|
|
|
119
|
|
|
890
|
|
|
191
|
|
|
—
|
|
|
119
|
|
|
890
|
|
|
191
|
|
|
1,200
|
|
|
(127)
|
|
|
05/05/17
|
|
2017
|
|
35 years
|
Retail Property in Hanna City, IL
|
|
867
|
|
|
174
|
|
|
925
|
|
|
132
|
|
|
—
|
|
|
174
|
|
|
925
|
|
|
132
|
|
|
1,231
|
|
|
(127)
|
|
|
04/11/17
|
|
2016
|
|
39 years
|
Retail Property in Ridgedale, MO
|
|
994
|
|
|
250
|
|
|
928
|
|
|
187
|
|
|
—
|
|
|
250
|
|
|
928
|
|
|
187
|
|
|
1,365
|
|
|
(129)
|
|
|
03/09/17
|
|
2016
|
|
40 years
|
Retail Property in Peoria, IL
|
|
906
|
|
|
209
|
|
|
933
|
|
|
133
|
|
|
—
|
|
|
209
|
|
|
933
|
|
|
133
|
|
|
1,275
|
|
|
(138)
|
|
|
02/06/17
|
|
2016
|
|
35 years
|
Retail Property in Carmi, IL
|
|
1,102
|
|
|
286
|
|
|
916
|
|
|
239
|
|
|
—
|
|
|
286
|
|
|
916
|
|
|
239
|
|
|
1,441
|
|
|
(132)
|
|
|
02/03/17
|
|
2016
|
|
40 years
|
Retail Property in Springfield, IL
|
|
1,003
|
|
|
391
|
|
|
784
|
|
|
227
|
|
|
—
|
|
|
393
|
|
|
789
|
|
|
224
|
|
|
1,406
|
|
|
(123)
|
|
|
11/16/16
|
|
2016
|
|
40 years
|
Retail Property in Fayetteville, NC
|
|
4,892
|
|
|
1,379
|
|
|
3,121
|
|
|
2,472
|
|
|
—
|
|
|
1,379
|
|
|
3,121
|
|
|
2,471
|
|
|
6,971
|
|
|
(983)
|
|
|
11/15/16
|
|
2008
|
|
37 years
|
Retail Property in Dryden Township, MI
|
|
913
|
|
|
178
|
|
|
893
|
|
|
201
|
|
|
—
|
|
|
178
|
|
|
899
|
|
|
202
|
|
|
1,279
|
|
|
(133)
|
|
|
10/26/16
|
|
2016
|
|
40 years
|
Retail Property in Lamar, MO
|
|
903
|
|
|
164
|
|
|
903
|
|
|
171
|
|
|
—
|
|
|
164
|
|
|
903
|
|
|
171
|
|
|
1,238
|
|
|
(140)
|
|
|
07/22/16
|
|
2016
|
|
40 years
|
Retail Property in Union, MO
|
|
946
|
|
|
267
|
|
|
867
|
|
|
207
|
|
|
—
|
|
|
267
|
|
|
867
|
|
|
207
|
|
|
1,341
|
|
|
(150)
|
|
|
07/01/16
|
|
2016
|
|
40 years
|
Retail Property in Pawnee, IL
|
|
946
|
|
|
249
|
|
|
775
|
|
|
206
|
|
|
—
|
|
|
249
|
|
|
775
|
|
|
206
|
|
|
1,230
|
|
|
(137)
|
|
|
07/01/16
|
|
2016
|
|
40 years
|
Retail Property in Linn, MO
|
|
861
|
|
|
89
|
|
|
920
|
|
|
183
|
|
|
—
|
|
|
89
|
|
|
920
|
|
|
183
|
|
|
1,192
|
|
|
(146)
|
|
|
06/30/16
|
|
2016
|
|
40 years
|
Retail Property in Cape Girardeau, MO
|
|
1,027
|
|
|
453
|
|
|
702
|
|
|
217
|
|
|
—
|
|
|
453
|
|
|
702
|
|
|
217
|
|
|
1,372
|
|
|
(128)
|
|
|
06/30/16
|
|
2016
|
|
40 years
|
Retail Property in Decatur-Pershing, IL
|
|
1,052
|
|
|
395
|
|
|
924
|
|
|
155
|
|
|
—
|
|
|
395
|
|
|
924
|
|
|
155
|
|
|
1,474
|
|
|
(146)
|
|
|
06/30/16
|
|
2016
|
|
40 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Rantoul, IL
|
|
925
|
|
|
100
|
|
|
1,023
|
|
|
178
|
|
|
—
|
|
|
100
|
|
|
1,023
|
|
|
178
|
|
|
1,301
|
|
|
(152)
|
|
|
06/21/16
|
|
2016
|
|
40 years
|
Retail Property in Flora Vista, NM
|
|
1,002
|
|
|
272
|
|
|
864
|
|
|
198
|
|
|
—
|
|
|
272
|
|
|
864
|
|
|
198
|
|
|
1,334
|
|
|
(180)
|
|
|
06/06/16
|
|
2016
|
|
35 years
|
Retail Property in Mountain Grove, MO
|
|
982
|
|
|
163
|
|
|
1,026
|
|
|
212
|
|
|
—
|
|
|
163
|
|
|
1,026
|
|
|
212
|
|
|
1,401
|
|
|
(168)
|
|
|
06/03/16
|
|
2016
|
|
40 years
|
Retail Property in Decatur-Sunnyside, IL
|
|
951
|
|
|
182
|
|
|
954
|
|
|
139
|
|
|
—
|
|
|
182
|
|
|
954
|
|
|
139
|
|
|
1,275
|
|
|
(150)
|
|
|
06/03/16
|
|
2016
|
|
40 years
|
Retail Property in Champaign, IL
|
|
1,017
|
|
|
365
|
|
|
915
|
|
|
149
|
|
|
—
|
|
|
365
|
|
|
915
|
|
|
149
|
|
|
1,429
|
|
|
(140)
|
|
|
06/03/16
|
|
2016
|
|
40 years
|
Retail Property in San Antonio, TX
|
|
892
|
|
|
252
|
|
|
703
|
|
|
196
|
|
|
—
|
|
|
251
|
|
|
702
|
|
|
196
|
|
|
1,149
|
|
|
(143)
|
|
|
05/06/16
|
|
2015
|
|
35 years
|
Retail Property in Borger, TX
|
|
788
|
|
|
68
|
|
|
800
|
|
|
181
|
|
|
—
|
|
|
68
|
|
|
800
|
|
|
181
|
|
|
1,049
|
|
|
(143)
|
|
|
05/06/16
|
|
2016
|
|
40 years
|
Retail Property in Dimmitt, TX
|
|
1,057
|
|
|
86
|
|
|
1,077
|
|
|
236
|
|
|
—
|
|
|
85
|
|
|
1,074
|
|
|
236
|
|
|
1,395
|
|
|
(185)
|
|
|
04/26/16
|
|
2016
|
|
40 years
|
Retail Property in St. Charles, MN
|
|
966
|
|
|
200
|
|
|
843
|
|
|
226
|
|
|
—
|
|
|
200
|
|
|
843
|
|
|
226
|
|
|
1,269
|
|
|
(183)
|
|
|
04/26/16
|
|
2016
|
|
30 years
|
Retail Property in Philo, IL
|
|
929
|
|
|
160
|
|
|
889
|
|
|
189
|
|
|
—
|
|
|
160
|
|
|
889
|
|
|
189
|
|
|
1,238
|
|
|
(141)
|
|
|
04/26/16
|
|
2016
|
|
40 years
|
Retail Property in Radford, VA
|
|
1,131
|
|
|
411
|
|
|
896
|
|
|
256
|
|
|
—
|
|
|
411
|
|
|
896
|
|
|
256
|
|
|
1,563
|
|
|
(209)
|
|
|
12/23/15
|
|
2015
|
|
40 years
|
Retail Property in Rural Retreat, VA
|
|
1,028
|
|
|
328
|
|
|
811
|
|
|
260
|
|
|
—
|
|
|
328
|
|
|
811
|
|
|
260
|
|
|
1,399
|
|
|
(182)
|
|
|
12/23/15
|
|
2015
|
|
40 years
|
Retail Property in Albion, PA
|
|
1,114
|
|
|
100
|
|
|
1,033
|
|
|
392
|
|
|
—
|
|
|
100
|
|
|
1,033
|
|
|
392
|
|
|
1,525
|
|
|
(307)
|
|
|
12/23/15
|
|
2015
|
|
50 years
|
Retail Property in Mount Vernon, AL
|
|
935
|
|
|
187
|
|
|
876
|
|
|
174
|
|
|
—
|
|
|
187
|
|
|
876
|
|
|
174
|
|
|
1,237
|
|
|
(176)
|
|
|
12/23/15
|
|
2015
|
|
44 years
|
Retail Property in Malone, NY
|
|
1,081
|
|
|
183
|
|
|
1,154
|
|
|
137
|
|
|
—
|
|
|
183
|
|
|
1,154
|
|
|
137
|
|
|
1,474
|
|
|
(203)
|
|
|
12/16/15
|
|
2015
|
|
39 years
|
Retail Property in Mercedes, TX
|
|
833
|
|
|
257
|
|
|
874
|
|
|
132
|
|
|
—
|
|
|
257
|
|
|
874
|
|
|
132
|
|
|
1,263
|
|
|
(146)
|
|
|
12/16/15
|
|
2015
|
|
45 years
|
Retail Property in Gordonville, MO
|
|
771
|
|
|
247
|
|
|
787
|
|
|
173
|
|
|
—
|
|
|
247
|
|
|
787
|
|
|
173
|
|
|
1,207
|
|
|
(148)
|
|
|
11/10/15
|
|
2015
|
|
40 years
|
Retail Property in Rice, MN
|
|
817
|
|
|
200
|
|
|
859
|
|
|
184
|
|
|
—
|
|
|
200
|
|
|
859
|
|
|
184
|
|
|
1,243
|
|
|
(216)
|
|
|
10/28/15
|
|
2015
|
|
30 years
|
Retail Property in Bixby, OK
|
|
7,955
|
|
|
2,609
|
|
|
7,776
|
|
|
1,765
|
|
|
—
|
|
|
2,609
|
|
|
7,776
|
|
|
1,765
|
|
|
12,150
|
|
|
(1,503)
|
|
|
10/27/15
|
|
2012
|
|
37 years
|
Retail Property in Farmington, IL
|
|
896
|
|
|
96
|
|
|
1,161
|
|
|
150
|
|
|
—
|
|
|
96
|
|
|
1,161
|
|
|
150
|
|
|
1,407
|
|
|
(192)
|
|
|
10/23/15
|
|
2015
|
|
40 years
|
Retail Property in Grove, OK
|
|
3,626
|
|
|
402
|
|
|
4,364
|
|
|
817
|
|
|
—
|
|
|
402
|
|
|
4,364
|
|
|
817
|
|
|
5,583
|
|
|
(886)
|
|
|
10/20/15
|
|
2012
|
|
37 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Jenks, OK
|
|
8,802
|
|
|
2,617
|
|
|
8,694
|
|
|
2,107
|
|
|
—
|
|
|
2,617
|
|
|
8,694
|
|
|
2,107
|
|
|
13,418
|
|
|
(1,783)
|
|
|
10/19/15
|
|
2009
|
|
38 years
|
Retail Property in Bloomington, IL
|
|
817
|
|
|
173
|
|
|
984
|
|
|
138
|
|
|
—
|
|
|
173
|
|
|
984
|
|
|
138
|
|
|
1,295
|
|
|
(173)
|
|
|
10/14/15
|
|
2015
|
|
40 years
|
Retail Property in Montrose, MN
|
|
779
|
|
|
149
|
|
|
876
|
|
|
169
|
|
|
—
|
|
|
149
|
|
|
876
|
|
|
169
|
|
|
1,194
|
|
|
(218)
|
|
|
10/14/15
|
|
2015
|
|
30 years
|
Retail Property in Lincoln County , MO
|
|
739
|
|
|
149
|
|
|
800
|
|
|
188
|
|
|
—
|
|
|
149
|
|
|
800
|
|
|
188
|
|
|
1,137
|
|
|
(152)
|
|
|
10/14/15
|
|
2015
|
|
40 years
|
Retail Property in Wilmington, IL
|
|
902
|
|
|
161
|
|
|
1,078
|
|
|
160
|
|
|
—
|
|
|
161
|
|
|
1,078
|
|
|
160
|
|
|
1,399
|
|
|
(188)
|
|
|
10/07/15
|
|
2015
|
|
40 years
|
Retail Property in Danville, IL
|
|
739
|
|
|
158
|
|
|
870
|
|
|
132
|
|
|
—
|
|
|
158
|
|
|
870
|
|
|
132
|
|
|
1,160
|
|
|
(144)
|
|
|
10/07/15
|
|
2015
|
|
40 years
|
Retail Property in Moultrie, GA
|
|
931
|
|
|
170
|
|
|
962
|
|
|
173
|
|
|
—
|
|
|
170
|
|
|
962
|
|
|
173
|
|
|
1,305
|
|
|
(234)
|
|
|
09/22/15
|
|
2014
|
|
44 years
|
Retail Property in Rose Hill, NC
|
|
1,001
|
|
|
245
|
|
|
972
|
|
|
203
|
|
|
—
|
|
|
245
|
|
|
972
|
|
|
203
|
|
|
1,420
|
|
|
(226)
|
|
|
09/22/15
|
|
2014
|
|
44 years
|
Retail Property in Rockingham, NC
|
|
822
|
|
|
73
|
|
|
922
|
|
|
163
|
|
|
—
|
|
|
73
|
|
|
922
|
|
|
163
|
|
|
1,158
|
|
|
(202)
|
|
|
09/22/15
|
|
2014
|
|
44 years
|
Retail Property in Biscoe, NC
|
|
861
|
|
|
147
|
|
|
905
|
|
|
164
|
|
|
—
|
|
|
147
|
|
|
905
|
|
|
164
|
|
|
1,216
|
|
|
(206)
|
|
|
09/22/15
|
|
2014
|
|
44 years
|
Retail Property in De Soto, IA
|
|
705
|
|
|
139
|
|
|
796
|
|
|
176
|
|
|
—
|
|
|
139
|
|
|
796
|
|
|
176
|
|
|
1,111
|
|
|
(164)
|
|
|
09/08/15
|
|
2015
|
|
35 years
|
Retail Property in Kerrville, TX
|
|
768
|
|
|
186
|
|
|
849
|
|
|
200
|
|
|
—
|
|
|
186
|
|
|
849
|
|
|
200
|
|
|
1,235
|
|
|
(204)
|
|
|
08/28/15
|
|
2015
|
|
35 years
|
Retail Property in Floresville, TX
|
|
814
|
|
|
268
|
|
|
828
|
|
|
216
|
|
|
—
|
|
|
268
|
|
|
828
|
|
|
216
|
|
|
1,312
|
|
|
(207)
|
|
|
08/28/15
|
|
2015
|
|
35 years
|
Retail Property in Minot, ND
|
|
4,697
|
|
|
1,856
|
|
|
4,472
|
|
|
618
|
|
|
—
|
|
|
1,856
|
|
|
4,472
|
|
|
618
|
|
|
6,946
|
|
|
(812)
|
|
|
08/19/15
|
|
2012
|
|
38 years
|
Retail Property in Lebanon, MI
|
|
820
|
|
|
359
|
|
|
724
|
|
|
178
|
|
|
—
|
|
|
359
|
|
|
724
|
|
|
178
|
|
|
1,261
|
|
|
(145)
|
|
|
08/14/15
|
|
2015
|
|
40 years
|
Retail Property in Effingham County, IL
|
|
820
|
|
|
273
|
|
|
774
|
|
|
205
|
|
|
—
|
|
|
273
|
|
|
774
|
|
|
205
|
|
|
1,252
|
|
|
(168)
|
|
|
08/10/15
|
|
2015
|
|
40 years
|
Retail Property in Ponce, Puerto Rico
|
|
6,520
|
|
|
1,365
|
|
|
6,662
|
|
|
1,318
|
|
|
—
|
|
|
1,365
|
|
|
6,662
|
|
|
1,318
|
|
|
9,345
|
|
|
(1,234)
|
|
|
08/03/15
|
|
2012
|
|
37 years
|
Retail Property in Tremont, IL
|
|
787
|
|
|
164
|
|
|
860
|
|
|
168
|
|
|
—
|
|
|
164
|
|
|
860
|
|
|
168
|
|
|
1,192
|
|
|
(180)
|
|
|
06/25/15
|
|
2015
|
|
35 years
|
Retail Property in Pleasanton, TX
|
|
863
|
|
|
311
|
|
|
850
|
|
|
216
|
|
|
—
|
|
|
311
|
|
|
850
|
|
|
216
|
|
|
1,377
|
|
|
(209)
|
|
|
06/24/15
|
|
2015
|
|
35 years
|
Retail Property in Peoria, IL
|
|
852
|
|
|
180
|
|
|
934
|
|
|
179
|
|
|
—
|
|
|
180
|
|
|
934
|
|
|
179
|
|
|
1,293
|
|
|
(196)
|
|
|
06/24/15
|
|
2015
|
|
35 years
|
Retail Property in Bridgeport, IL
|
|
819
|
|
|
192
|
|
|
874
|
|
|
175
|
|
|
—
|
|
|
192
|
|
|
874
|
|
|
175
|
|
|
1,241
|
|
|
(183)
|
|
|
06/24/15
|
|
2015
|
|
35 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Warren, MN
|
|
697
|
|
|
108
|
|
|
825
|
|
|
157
|
|
|
—
|
|
|
108
|
|
|
825
|
|
|
157
|
|
|
1,090
|
|
|
(209)
|
|
|
06/24/15
|
|
2015
|
|
30 years
|
Retail Property in Canyon Lake, TX
|
|
905
|
|
|
291
|
|
|
932
|
|
|
220
|
|
|
—
|
|
|
291
|
|
|
932
|
|
|
220
|
|
|
1,443
|
|
|
(218)
|
|
|
06/18/15
|
|
2015
|
|
35 years
|
Retail Property in Wheeler, TX
|
|
714
|
|
|
53
|
|
|
887
|
|
|
188
|
|
|
—
|
|
|
53
|
|
|
887
|
|
|
188
|
|
|
1,128
|
|
|
(207)
|
|
|
06/18/15
|
|
2015
|
|
35 years
|
Retail Property in Aurora, MN
|
|
627
|
|
|
126
|
|
|
709
|
|
|
157
|
|
|
—
|
|
|
126
|
|
|
709
|
|
|
157
|
|
|
992
|
|
|
(148)
|
|
|
06/18/15
|
|
2015
|
|
40 years
|
Retail Property in Red Oak, IA
|
|
779
|
|
|
190
|
|
|
839
|
|
|
179
|
|
|
—
|
|
|
190
|
|
|
839
|
|
|
179
|
|
|
1,208
|
|
|
(216)
|
|
|
05/07/15
|
|
2014
|
|
35 years
|
Retail Property in Zapata, TX
|
|
747
|
|
|
62
|
|
|
998
|
|
|
145
|
|
|
—
|
|
|
62
|
|
|
998
|
|
|
145
|
|
|
1,205
|
|
|
(269)
|
|
|
05/07/15
|
|
2015
|
|
35 years
|
Retail Property in St. Francis, MN
|
|
733
|
|
|
105
|
|
|
911
|
|
|
163
|
|
|
—
|
|
|
105
|
|
|
911
|
|
|
163
|
|
|
1,179
|
|
|
(263)
|
|
|
03/26/15
|
|
2014
|
|
35 years
|
Retail Property in Yorktown, TX
|
|
785
|
|
|
97
|
|
|
1,005
|
|
|
199
|
|
|
—
|
|
|
97
|
|
|
1,005
|
|
|
199
|
|
|
1,301
|
|
|
(285)
|
|
|
03/25/15
|
|
2015
|
|
35 years
|
Retail Property in Battle Lake, MN
|
|
720
|
|
|
136
|
|
|
875
|
|
|
157
|
|
|
—
|
|
|
136
|
|
|
875
|
|
|
157
|
|
|
1,168
|
|
|
(274)
|
|
|
03/25/15
|
|
2014
|
|
30 years
|
Retail Property in Paynesville, MN
|
|
805
|
|
|
246
|
|
|
816
|
|
|
192
|
|
|
—
|
|
|
246
|
|
|
816
|
|
|
192
|
|
|
1,254
|
|
|
(228)
|
|
|
03/05/15
|
|
2015
|
|
40 years
|
Retail Property in Wheaton, MO
|
|
645
|
|
|
73
|
|
|
800
|
|
|
97
|
|
|
—
|
|
|
73
|
|
|
800
|
|
|
97
|
|
|
970
|
|
|
(193)
|
|
|
03/05/15
|
|
2015
|
|
40 years
|
Retail Property in Rotterdam, NY
|
|
8,949
|
|
|
2,530
|
|
|
7,924
|
|
|
2,165
|
|
|
—
|
|
|
2,530
|
|
|
7,924
|
|
|
2,165
|
|
|
12,619
|
|
|
(3,700)
|
|
|
03/03/15
|
|
1996
|
|
20 years
|
Retail Property in Hilliard, OH
|
|
4,538
|
|
|
654
|
|
|
4,870
|
|
|
860
|
|
|
—
|
|
|
654
|
|
|
4,870
|
|
|
860
|
|
|
6,384
|
|
|
(1,056)
|
|
|
03/02/15
|
|
2007
|
|
41 years
|
Retail Property in Niles, OH
|
|
3,687
|
|
|
437
|
|
|
4,084
|
|
|
680
|
|
|
—
|
|
|
437
|
|
|
4,084
|
|
|
680
|
|
|
5,201
|
|
|
(880)
|
|
|
03/02/15
|
|
2007
|
|
41 years
|
Retail Property in Youngstown, OH
|
|
3,818
|
|
|
380
|
|
|
4,363
|
|
|
658
|
|
|
—
|
|
|
380
|
|
|
4,363
|
|
|
658
|
|
|
5,401
|
|
|
(961)
|
|
|
02/20/15
|
|
2005
|
|
40 years
|
Retail Property in Kings Mountain, NC
|
|
18,503
|
|
|
1,368
|
|
|
19,533
|
|
|
3,266
|
|
|
4,850
|
|
|
1,368
|
|
|
24,383
|
|
|
3,266
|
|
|
29,017
|
|
|
(6,695)
|
|
|
01/29/15
|
|
1995
|
|
35 years
|
Retail Property in Iberia, MO
|
|
888
|
|
|
130
|
|
|
1,033
|
|
|
165
|
|
|
—
|
|
|
130
|
|
|
1,033
|
|
|
165
|
|
|
1,328
|
|
|
(256)
|
|
|
01/23/15
|
|
2015
|
|
39 years
|
Retail Property in Pine Island, MN
|
|
764
|
|
|
112
|
|
|
845
|
|
|
185
|
|
|
—
|
|
|
112
|
|
|
845
|
|
|
185
|
|
|
1,142
|
|
|
(247)
|
|
|
01/23/15
|
|
2014
|
|
40 years
|
Retail Property in Isle, MN
|
|
718
|
|
|
120
|
|
|
787
|
|
|
171
|
|
|
—
|
|
|
120
|
|
|
787
|
|
|
171
|
|
|
1,078
|
|
|
(239)
|
|
|
01/23/15
|
|
2014
|
|
40 years
|
Retail Property in Jacksonville, NC
|
|
5,636
|
|
|
1,863
|
|
|
5,749
|
|
|
1,020
|
|
|
—
|
|
|
1,863
|
|
|
5,749
|
|
|
1,020
|
|
|
8,632
|
|
|
(1,354)
|
|
|
01/22/15
|
|
2014
|
|
44 years
|
Retail Property in Evansville, IN
|
|
6,377
|
|
|
1,788
|
|
|
6,348
|
|
|
864
|
|
|
—
|
|
|
1,788
|
|
|
6,348
|
|
|
864
|
|
|
9,000
|
|
|
(1,589)
|
|
|
11/26/14
|
|
2014
|
|
35 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Woodland Park, CO
|
|
2,787
|
|
|
668
|
|
|
2,681
|
|
|
620
|
|
|
—
|
|
|
668
|
|
|
2,681
|
|
|
620
|
|
|
3,969
|
|
|
(849)
|
|
|
11/14/14
|
|
2014
|
|
35 years
|
Retail Property in Ankeny, IA
|
|
11,648
|
|
|
3,180
|
|
|
10,513
|
|
|
2,843
|
|
|
—
|
|
|
3,180
|
|
|
10,513
|
|
|
2,843
|
|
|
16,536
|
|
|
(2,919)
|
|
|
11/04/14
|
|
2013
|
|
39 years
|
Retail Property in Springfield, MO
|
|
8,289
|
|
|
3,658
|
|
|
6,296
|
|
|
1,870
|
|
|
—
|
|
|
3,658
|
|
|
6,296
|
|
|
1,870
|
|
|
11,824
|
|
|
(1,907)
|
|
|
11/04/14
|
|
2011
|
|
37 years
|
Retail Property in Cedar Rapids, IA
|
|
7,761
|
|
|
1,569
|
|
|
7,553
|
|
|
1,878
|
|
|
—
|
|
|
1,569
|
|
|
7,553
|
|
|
1,878
|
|
|
11,000
|
|
|
(2,461)
|
|
|
11/04/14
|
|
2012
|
|
30 years
|
Retail Property in Fairfield, IA
|
|
7,549
|
|
|
1,132
|
|
|
7,779
|
|
|
1,800
|
|
|
—
|
|
|
1,132
|
|
|
7,779
|
|
|
1,800
|
|
|
10,711
|
|
|
(2,127)
|
|
|
11/04/14
|
|
2011
|
|
37 years
|
Retail Property in Owatonna, MN
|
|
7,063
|
|
|
1,398
|
|
|
7,125
|
|
|
1,564
|
|
|
—
|
|
|
1,398
|
|
|
7,125
|
|
|
1,564
|
|
|
10,087
|
|
|
(2,037)
|
|
|
11/04/14
|
|
2010
|
|
36 years
|
Retail Property in Muscatine, IA
|
|
5,065
|
|
|
1,060
|
|
|
6,636
|
|
|
1,307
|
|
|
—
|
|
|
1,060
|
|
|
6,636
|
|
|
1,307
|
|
|
9,003
|
|
|
(2,023)
|
|
|
11/04/14
|
|
2013
|
|
29 years
|
Retail Property in Sheldon, IA
|
|
3,046
|
|
|
633
|
|
|
3,053
|
|
|
708
|
|
|
—
|
|
|
633
|
|
|
3,053
|
|
|
708
|
|
|
4,394
|
|
|
(870)
|
|
|
11/04/14
|
|
2011
|
|
37 years
|
Retail Property in Memphis, TN
|
|
3,898
|
|
|
1,986
|
|
|
2,800
|
|
|
803
|
|
|
—
|
|
|
1,986
|
|
|
2,800
|
|
|
803
|
|
|
5,589
|
|
|
(1,692)
|
|
|
10/24/14
|
|
1962
|
|
15 years
|
Retail Property in Bennett, CO
|
|
2,478
|
|
|
470
|
|
|
2,503
|
|
|
563
|
|
|
—
|
|
|
470
|
|
|
2,503
|
|
|
563
|
|
|
3,536
|
|
|
(816)
|
|
|
10/02/14
|
|
2014
|
|
34 years
|
Retail Property in Conyers, GA
|
|
22,807
|
|
|
876
|
|
|
27,396
|
|
|
4,258
|
|
|
—
|
|
|
876
|
|
|
27,396
|
|
|
4,258
|
|
|
32,530
|
|
|
(6,350)
|
|
|
08/28/14
|
|
2014
|
|
45 years
|
Retail Property in O'Fallon, IL
|
|
5,679
|
|
|
2,488
|
|
|
5,388
|
|
|
1,064
|
|
|
—
|
|
|
2,488
|
|
|
5,388
|
|
|
1,064
|
|
|
8,940
|
|
|
(3,251)
|
|
|
08/08/14
|
|
1984
|
|
15 years
|
Retail Property in El Centro, CA
|
|
2,980
|
|
|
569
|
|
|
3,133
|
|
|
575
|
|
|
—
|
|
|
569
|
|
|
3,133
|
|
|
575
|
|
|
4,277
|
|
|
(784)
|
|
|
08/08/14
|
|
2014
|
|
50 years
|
Retail Property in Durant, OK
|
|
3,243
|
|
|
594
|
|
|
3,900
|
|
|
498
|
|
|
—
|
|
|
594
|
|
|
3,900
|
|
|
498
|
|
|
4,992
|
|
|
(1,037)
|
|
|
01/28/13
|
|
2007
|
|
40 years
|
Retail Property in Gallatin, TN
|
|
3,315
|
|
|
1,725
|
|
|
2,616
|
|
|
721
|
|
|
—
|
|
|
1,725
|
|
|
2,616
|
|
|
721
|
|
|
5,062
|
|
|
(928)
|
|
|
12/28/12
|
|
2007
|
|
40 years
|
Retail Property in Mt. Airy, NC
|
|
2,944
|
|
|
729
|
|
|
3,353
|
|
|
621
|
|
|
—
|
|
|
729
|
|
|
3,353
|
|
|
621
|
|
|
4,703
|
|
|
(1,059)
|
|
|
12/27/12
|
|
2007
|
|
39 years
|
Retail Property in Aiken, SC
|
|
3,877
|
|
|
1,588
|
|
|
3,480
|
|
|
858
|
|
|
—
|
|
|
1,588
|
|
|
3,480
|
|
|
858
|
|
|
5,926
|
|
|
(1,130)
|
|
|
12/21/12
|
|
2008
|
|
41 years
|
Retail Property in Johnson City, TN
|
|
3,446
|
|
|
917
|
|
|
3,607
|
|
|
739
|
|
|
—
|
|
|
917
|
|
|
3,607
|
|
|
739
|
|
|
5,263
|
|
|
(1,139)
|
|
|
12/21/12
|
|
2007
|
|
40 years
|
Retail Property in Palmview, TX
|
|
4,505
|
|
|
938
|
|
|
4,837
|
|
|
1,044
|
|
|
—
|
|
|
938
|
|
|
4,837
|
|
|
1,044
|
|
|
6,819
|
|
|
(1,304)
|
|
|
12/19/12
|
|
2012
|
|
44 years
|
Retail Property in Ooltewah, TN
|
|
3,772
|
|
|
903
|
|
|
3,957
|
|
|
843
|
|
|
—
|
|
|
903
|
|
|
3,957
|
|
|
843
|
|
|
5,703
|
|
|
(1,219)
|
|
|
12/18/12
|
|
2008
|
|
41 years
|
Retail Property in Abingdon, VA
|
|
3,029
|
|
|
682
|
|
|
3,733
|
|
|
666
|
|
|
—
|
|
|
682
|
|
|
3,733
|
|
|
666
|
|
|
5,081
|
|
|
(1,161)
|
|
|
12/18/12
|
|
2006
|
|
41 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Wichita, KS
|
|
4,720
|
|
|
1,187
|
|
|
4,850
|
|
|
1,163
|
|
|
—
|
|
|
1,187
|
|
|
4,850
|
|
|
1,163
|
|
|
7,200
|
|
|
(1,962)
|
|
|
12/14/12
|
|
2012
|
|
34 years
|
Retail Property in North Dartmouth, MA
|
|
18,652
|
|
|
7,033
|
|
|
19,745
|
|
|
3,187
|
|
|
—
|
|
|
7,033
|
|
|
19,745
|
|
|
3,187
|
|
|
29,965
|
|
|
(10,120)
|
|
|
09/21/12
|
|
1989
|
|
20 years
|
Retail Property in Vineland, NJ
|
|
13,724
|
|
|
1,482
|
|
|
17,742
|
|
|
3,282
|
|
|
—
|
|
|
1,482
|
|
|
17,742
|
|
|
3,282
|
|
|
22,506
|
|
|
(7,072)
|
|
|
09/21/12
|
|
2003
|
|
30 years
|
Retail Property in Saratoga Springs, NY
|
|
12,331
|
|
|
748
|
|
|
13,936
|
|
|
5,538
|
|
|
—
|
|
|
748
|
|
|
13,936
|
|
|
5,538
|
|
|
20,222
|
|
|
(6,634)
|
|
|
09/21/12
|
|
1994
|
|
27 years
|
Retail Property in Waldorf, MD
|
|
11,465
|
|
|
4,933
|
|
|
11,684
|
|
|
2,882
|
|
|
—
|
|
|
4,933
|
|
|
11,684
|
|
|
2,882
|
|
|
19,499
|
|
|
(5,649)
|
|
|
09/21/12
|
|
1999
|
|
25 years
|
Retail Property in Mooresville, NC
|
|
10,758
|
|
|
2,615
|
|
|
12,462
|
|
|
2,566
|
|
|
—
|
|
|
2,615
|
|
|
12,462
|
|
|
2,566
|
|
|
17,643
|
|
|
(5,958)
|
|
|
09/21/12
|
|
2000
|
|
24 years
|
Retail Property in Sennett, NY
|
|
4,653
|
|
|
1,147
|
|
|
4,480
|
|
|
1,848
|
|
|
—
|
|
|
1,147
|
|
|
4,480
|
|
|
1,848
|
|
|
7,475
|
|
|
(2,631)
|
|
|
09/21/12
|
|
1996
|
|
23 years
|
Retail Property in DeLeon Springs, FL
|
|
807
|
|
|
239
|
|
|
782
|
|
|
221
|
|
|
—
|
|
|
239
|
|
|
782
|
|
|
221
|
|
|
1,242
|
|
|
(413)
|
|
|
08/13/12
|
|
2011
|
|
35 years
|
Retail Property in Orange City, FL
|
|
798
|
|
|
229
|
|
|
853
|
|
|
235
|
|
|
—
|
|
|
229
|
|
|
853
|
|
|
235
|
|
|
1,317
|
|
|
(430)
|
|
|
05/23/12
|
|
2011
|
|
35 years
|
Retail Property in Satsuma, FL
|
|
720
|
|
|
79
|
|
|
821
|
|
|
192
|
|
|
—
|
|
|
79
|
|
|
821
|
|
|
192
|
|
|
1,092
|
|
|
(414)
|
|
|
04/19/12
|
|
2011
|
|
35 years
|
Retail Property in Greenwood, AR
|
|
3,365
|
|
|
1,038
|
|
|
3,415
|
|
|
694
|
|
|
—
|
|
|
1,038
|
|
|
3,415
|
|
|
694
|
|
|
5,147
|
|
|
(1,128)
|
|
|
04/12/12
|
|
2009
|
|
43 years
|
Retail Property in Snellville, GA
|
|
5,291
|
|
|
1,293
|
|
|
5,724
|
|
|
983
|
|
|
—
|
|
|
1,293
|
|
|
5,724
|
|
|
983
|
|
|
8,000
|
|
|
(2,278)
|
|
|
04/04/12
|
|
2011
|
|
34 years
|
Retail Property in Columbia, SC
|
|
5,146
|
|
|
2,148
|
|
|
4,629
|
|
|
1,023
|
|
|
—
|
|
|
2,148
|
|
|
4,629
|
|
|
1,023
|
|
|
7,800
|
|
|
(1,924)
|
|
|
04/04/12
|
|
2001
|
|
34 years
|
Retail Property in Millbrook, AL
|
|
4,537
|
|
|
970
|
|
|
5,972
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|
5,972
|
|
|
—
|
|
|
6,942
|
|
|
(1,648)
|
|
|
03/28/12
|
|
2008
|
|
32 years
|
Retail Property in Pittsfield, MA
|
|
11,030
|
|
|
1,801
|
|
|
11,556
|
|
|
1,344
|
|
|
—
|
|
|
1,801
|
|
|
11,556
|
|
|
1,344
|
|
|
14,701
|
|
|
(3,882)
|
|
|
02/17/12
|
|
2011
|
|
34 years
|
Retail Property in Spartanburg, SC
|
|
3,369
|
|
|
828
|
|
|
2,567
|
|
|
772
|
|
|
—
|
|
|
828
|
|
|
2,567
|
|
|
772
|
|
|
4,167
|
|
|
(1,143)
|
|
|
01/14/11
|
|
2007
|
|
42 years
|
Retail Property in Tupelo, MS
|
|
4,536
|
|
|
1,120
|
|
|
3,070
|
|
|
939
|
|
|
—
|
|
|
1,120
|
|
|
3,070
|
|
|
939
|
|
|
5,129
|
|
|
(1,313)
|
|
|
08/13/10
|
|
2007
|
|
47 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Lilburn, GA
|
|
—
|
|
|
1,090
|
|
|
3,673
|
|
|
1,028
|
|
|
—
|
|
|
1,090
|
|
|
3,673
|
|
|
1,028
|
|
|
5,791
|
|
|
(1,516)
|
|
|
08/12/10
|
|
2007
|
|
47 years
|
Retail Property in Douglasville, GA
|
|
4,740
|
|
|
1,717
|
|
|
2,705
|
|
|
987
|
|
|
—
|
|
|
1,717
|
|
|
2,705
|
|
|
987
|
|
|
5,409
|
|
|
(1,196)
|
|
|
08/12/10
|
|
2008
|
|
48 years
|
Retail Property in Elkton, MD
|
|
4,405
|
|
|
963
|
|
|
3,049
|
|
|
860
|
|
|
—
|
|
|
963
|
|
|
3,049
|
|
|
860
|
|
|
4,872
|
|
|
(1,265)
|
|
|
07/27/10
|
|
2008
|
|
49 years
|
Retail Property in Lexington, SC
|
|
4,129
|
|
|
1,644
|
|
|
2,219
|
|
|
869
|
|
|
—
|
|
|
1,644
|
|
|
2,219
|
|
|
869
|
|
|
4,732
|
|
|
(1,077)
|
|
|
06/28/10
|
|
2009
|
|
48 years
|
Total Net Lease
|
|
515,740
|
|
|
115,078
|
|
|
550,290
|
|
|
117,112
|
|
|
8,991
|
|
|
115,078
|
|
|
559,287
|
|
|
117,109
|
|
|
791,474
|
|
|
(151,840)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotel in San Diego, CA
|
|
33,248
|
|
|
7,469
|
|
|
34,781
|
|
|
—
|
|
|
—
|
|
|
7,469
|
|
|
34,986
|
|
|
—
|
|
|
42,455
|
|
|
(2,718)
|
|
|
12/17/19
|
|
1970
|
|
23 years
|
Apartments in Fort Worth and Arlington, TX
|
|
—
|
|
|
3,910
|
|
|
19,536
|
|
|
460
|
|
|
—
|
|
|
3,910
|
|
|
19,814
|
|
|
460
|
|
|
24,184
|
|
|
(1,335)
|
|
|
12/03/19
|
|
2011
|
|
41 years
|
Hotel in Omaha, NE
|
|
—
|
|
|
2,963
|
|
|
15,237
|
|
|
—
|
|
|
—
|
|
|
2,963
|
|
|
15,483
|
|
|
—
|
|
|
18,446
|
|
|
(1,450)
|
|
|
02/27/19
|
|
1969
|
|
35 years
|
Apartments in Isla Vista, CA
|
|
69,669
|
|
|
36,274
|
|
|
47,694
|
|
|
1,118
|
|
|
948
|
|
|
36,274
|
|
|
48,812
|
|
|
1,118
|
|
|
86,204
|
|
|
(4,456)
|
|
|
05/01/18
|
|
2009
|
|
42 years
|
Vacant Lot in Los Angeles, CA
|
|
—
|
|
|
21,439
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
21,439
|
|
|
96
|
|
|
—
|
|
|
21,535
|
|
|
(38)
|
|
|
03/26/20
|
|
|
|
2 years
|
Office in Crum Lynne, PA
|
|
6,024
|
|
|
1,403
|
|
|
7,518
|
|
|
1,666
|
|
|
—
|
|
|
1,403
|
|
|
7,518
|
|
|
1,666
|
|
|
10,587
|
|
|
(991)
|
|
|
09/29/17
|
|
1999
|
|
35 years
|
Apartment Building in Miami, FL
|
|
33,870
|
|
|
12,643
|
|
|
24,533
|
|
|
968
|
|
|
3,375
|
|
|
12,643
|
|
|
27,722
|
|
|
968
|
|
|
41,333
|
|
|
(4,198)
|
|
|
08/31/17
|
|
1987
|
|
35 years
|
Office in Peoria, IL
|
|
—
|
|
|
940
|
|
|
439
|
|
|
1,508
|
|
|
880
|
|
|
1,174
|
|
|
1,319
|
|
|
1,508
|
|
|
4,001
|
|
|
(733)
|
|
|
10/21/16
|
|
1926
|
|
15 years
|
Office in Wayne, NJ
|
|
21,703
|
|
|
2,744
|
|
|
20,212
|
|
|
8,323
|
|
|
—
|
|
|
2,744
|
|
|
20,212
|
|
|
8,323
|
|
|
31,279
|
|
|
(5,650)
|
|
|
08/04/16
|
|
2009
|
|
45 years
|
Shopping Center in Carmel, NY
|
|
—
|
|
|
2,041
|
|
|
3,632
|
|
|
1,033
|
|
|
606
|
|
|
2,041
|
|
|
4,238
|
|
|
1,033
|
|
|
7,312
|
|
|
(1,550)
|
|
|
10/14/15
|
|
1985
|
|
20 years
|
Office in Richmond, VA
|
|
67,778
|
|
|
14,632
|
|
|
87,629
|
|
|
17,658
|
|
|
10,447
|
|
|
12,227
|
|
|
82,483
|
|
|
15,064
|
|
|
109,774
|
|
|
(37,543)
|
|
|
06/07/13
|
|
1984
|
|
41 years
|
Office in Oakland County, MI
|
|
18,032
|
|
|
1,147
|
|
|
7,707
|
|
|
9,932
|
|
|
8,871
|
|
|
1,146
|
|
|
16,572
|
|
|
9,929
|
|
|
27,647
|
|
|
(18,423)
|
|
|
02/01/13
|
|
1989
|
|
35 years
|
Total Diversified
|
|
250,324
|
|
|
107,605
|
|
|
269,014
|
|
|
42,666
|
|
|
25,127
|
|
|
105,433
|
|
|
279,255
|
|
|
40,069
|
|
|
424,757
|
|
|
(79,085)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate
|
|
$
|
766,064
|
|
|
$
|
222,683
|
|
|
$
|
819,304
|
|
|
$
|
159,778
|
|
|
$
|
34,118
|
|
|
$
|
220,511
|
|
|
$
|
838,542
|
|
|
$
|
157,178
|
|
|
$
|
1,216,231
|
|
(2)
|
$
|
(230,925)
|
|
|
|
|
|
|
|
(1) Gross carrying value amounts are charged off as cost of sales upon delivery of condo units.
(2) The aggregate cost for U.S. federal income tax purposes is $0.9 billion at December 31, 2020.
Reconciliation of Real Estate:
The following table reconciles real estate from December 31, 2019 to December 31, 2020 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
|
$
|
1,254,163
|
|
|
$
|
1,213,965
|
|
|
$
|
40,198
|
|
|
|
|
|
|
|
|
Improvements and additions
|
|
42,477
|
|
|
42,432
|
|
|
45
|
|
Acquisitions through foreclosures
|
|
729
|
|
|
729
|
|
|
—
|
|
Dispositions
|
|
(81,138)
|
|
|
(79,042)
|
|
|
(2,096)
|
|
|
|
|
|
|
|
|
Balance at December 31, 2020
|
|
$
|
1,216,231
|
|
|
$
|
1,178,084
|
|
|
$
|
38,147
|
|
The following table reconciles real estate from December 31, 2018 to December 31, 2019 $ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The following table reconciles real estate from December 31, 2017 to December 31, 2018 $ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Reconciliation of Accumulated Depreciation and Amortization:
The following table reconciles accumulated depreciation and amortization from December 31, 2019 to December 31, 2020 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
|
$
|
206,082
|
|
|
$
|
205,823
|
|
|
$
|
259
|
|
|
|
|
|
|
|
|
Additions
|
|
39,346
|
|
|
39,330
|
|
|
16
|
|
Dispositions
|
|
(14,503)
|
|
|
(14,228)
|
|
|
(275)
|
|
Balance at December 31, 2020
|
|
$
|
230,925
|
|
|
$
|
230,925
|
|
|
$
|
—
|
|
The following table reconciles accumulated depreciation and amortization from December 31, 2018 to December 31, 2019 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
|
|
|
|
|
|
|
Balance at December 31, 2018
|
|
$
|
173,938
|
|
|
$
|
173,107
|
|
|
$
|
831
|
|
|
|
|
|
|
|
|
Additions
|
|
39,231
|
|
|
39,149
|
|
|
82
|
|
Dispositions
|
|
(7,087)
|
|
|
(6,433)
|
|
|
(654)
|
|
Balance at December 31, 2019
|
|
$
|
206,082
|
|
|
$
|
205,823
|
|
|
$
|
259
|
|
The following table reconciles accumulated depreciation and amortization from December 31, 2017 to December 31, 2018 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Schedule IV-Mortgage Loans on Real Estate
Ladder Capital Corp
December 31, 2020
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Loan
|
|
Underlying Property Type
|
|
Interest Rates (1)
|
|
Effective Maturity Dates
|
|
Periodic Payment Terms (2)
|
|
Prior Liens
|
|
Face amount of Mortgages
|
|
Carrying Amount of Mortgages
|
|
Principal Amount of Mortgages Subject to Delinquent Principal or Interest (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Mortgages individually >3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Mortgage
|
|
Office, Mixed
|
|
8.25% - 5.50%
|
|
2021-2022
|
|
IO
|
|
$
|
—
|
|
|
$
|
166,339
|
|
|
$
|
165,965
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Mortgages individually <3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Mortgage
|
|
Hotel, Industrial, Land, Mobile Home Park, Mixed Use, Multi-family, Office, Retail, Self Storage and Condominium, Other
|
|
3.50% - 11.00%
|
|
2021 - 2030
|
|
|
|
—
|
|
|
2,107,778
|
|
|
2,097,302
|
|
|
190,934
|
|
Total First Mortgages
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
2,274,117
|
|
|
$
|
2,263,267
|
|
|
$
|
190,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Mortgages individually <3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinate Mortgage
|
|
Hotel, Multi-family, Office and Retail
|
|
6.04% - 12.00%
|
|
2021 - 2027
|
|
|
|
853,175
|
|
|
121,565
|
|
|
121,310
|
|
|
5,850
|
|
Total Subordinated Mortgages
|
|
|
|
|
|
|
|
$
|
853,175
|
|
|
$
|
121,565
|
|
|
$
|
121,310
|
|
|
$
|
5,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mortgages
|
|
|
|
|
|
|
|
|
|
$
|
853,175
|
|
|
$
|
2,395,682
|
|
|
$
|
2,384,577
|
|
|
$
|
196,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Credit Losses
|
|
|
|
|
|
|
|
N/A
|
|
N/A
|
|
$
|
(41,507)
|
|
(4)
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mortgages after Allowance for Credit Losses
|
|
|
|
|
|
$
|
853,175
|
|
|
$
|
2,395,682
|
|
|
$
|
2,343,070
|
|
(5)
|
$
|
196,784
|
|
(1) Interest rates as of December 31, 2020.
(2) IO = Interest only.
P&I = Principal and interest.
(3) Represents principal amount of loans on non-accrual status. The carrying value of loans on non-accrual status was $175.0 million as of December 31, 2020. Refer to Allowance for Credit Losses and Non-Accrual Status in Note 3, Mortgage Loan Receivables, to the consolidated financial statements for further disclosure.
(4) Refer to Note 3, Mortgage Loan Receivables for further detail.
(5) The aggregate cost for U.S. federal income tax purposes is $2.3 billion.
Reconciliation of mortgage loans on real estate:
The following tables reconcile mortgage loans on real estate from December 31, 2017 to December 31, 2020 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
Mortgage loans receivable
|
|
|
|
Allowance for credit losses
|
|
Mortgage loan
receivables held
for sale
|
|
Total Mortgage loan
receivables
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2019
|
$
|
3,257,036
|
|
|
|
|
$
|
(20,500)
|
|
|
$
|
122,325
|
|
|
$
|
3,358,861
|
|
Origination of mortgage loan receivables
|
353,661
|
|
|
|
|
—
|
|
|
212,845
|
|
|
566,506
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of mortgage loan receivables
|
(960,832)
|
|
|
|
|
—
|
|
|
(404)
|
|
|
(961,236)
|
|
Proceeds from sales of mortgage loan receivables
|
(270,491)
|
|
|
|
|
—
|
|
|
(312,273)
|
|
|
(582,764)
|
|
Non-cash disposition of loan via foreclosure
|
(31,249)
|
|
|
|
|
—
|
|
|
—
|
|
|
(31,249)
|
|
Realized gain on sale of mortgage loan receivables
|
(9,596)
|
|
|
|
|
—
|
|
|
8,025
|
|
|
(1,571)
|
|
|
|
|
|
|
|
|
|
|
|
Accretion/amortization of discount, premium and other fees
|
15,530
|
|
|
|
|
—
|
|
|
—
|
|
|
15,530
|
|
|
|
|
|
|
|
|
|
|
|
Release of asset-specific loan loss provision via foreclosure(1)
|
—
|
|
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
Provision for current expected credit loss (implementation impact)(2)
|
—
|
|
|
|
|
(4,964)
|
|
|
—
|
|
|
(4,964)
|
|
Provision for current expected credit loss (impact to earnings)(2)
|
—
|
|
|
|
|
(18,543)
|
|
|
—
|
|
|
(18,543)
|
|
Balance December 31, 2020
|
$
|
2,354,059
|
|
|
|
|
$
|
(41,507)
|
|
|
$
|
30,518
|
|
|
$
|
2,343,070
|
|
(1)Refer to Note 5 Real Estate and Related Lease Intangibles, Net for further detail on foreclosure of real estate.
(2)During the year ended December 31, 2020, the initial impact of the implementation of the CECL accounting standard as of January 1, 2020 is recorded against retained earnings. Subsequent remeasurement, including the period to date change for the year ended December 31, 2020, is accounted for as provision for current expected credit loss in the consolidated statements of income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
Mortgage loans receivable
|
|
Mortgage loans transferred but not considered sold
|
|
Allowance for credit losses
|
|
Mortgage loan receivables held
|
|
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
|
|
Provision for (release of) loan loss reserves
|
—
|
|
|
—
|
|
|
(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 receivable
|
|
|
|
Allowance for credit 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)
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Provision for (release of) loan loss reserves
|
—
|
|
|
|
|
(13,900)
|
|
|
—
|
|
|
(13,900)
|
|
Balance December 31, 2018
|
$
|
3,318,390
|
|
|
|
|
$
|
(17,900)
|
|
|
$
|
182,439
|
|
|
$
|
3,482,929
|
|