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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
COLONY CREDIT REAL ESTATE, INC.
|
|
||
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(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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38-4046290
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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|
Title of each class
|
|
Trading Symbol(s)
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Name of each exchange on which registered
|
Class A common stock, par value $0.01 per share
|
CLNC
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
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Non-accelerated filer
|
☐
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Smaller reporting company
|
☐
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Emerging growth company
|
☐
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•
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Colony Credit Real Estate, Inc. and the consolidated CLNY Investment Entities for periods on or prior to the closing of the Combination on January 31, 2018; and
|
•
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The combined operations of Colony Credit Real Estate, Inc., NorthStar I and NorthStar II beginning February 1, 2018, following the closing of the Combination.
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Index
|
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Page
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|
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||
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||
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||
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||
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•
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operating costs and business disruption may be greater than expected;
|
•
|
uncertainties regarding the ongoing impact of COVID-19, the severity of the disease, the duration of the COVID-19 outbreak, actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact, the potential negative impacts of COVID-19 on the global economy and its adverse impact on the real estate market, the economy and our investments, financial condition and business operations;
|
•
|
defaults by borrowers in paying debt service on outstanding indebtedness and borrowers’ abilities to manage and stabilize properties;
|
•
|
deterioration in the performance of the properties securing our investments (including depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations) that may cause deterioration in the performance of our investments and, potentially, principal losses to us;
|
•
|
the fair value of our investments may be subject to uncertainties;
|
•
|
our use of leverage could hinder our ability to make distributions and may significantly impact our liquidity position;
|
•
|
given our dependence on our external manager, an affiliate of Colony Capital, Inc., any adverse changes in the financial health or otherwise of our manager or Colony Capital, Inc. could hinder our operating performance and return on stockholder’s investment;
|
•
|
the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits, including, but not limited to expected returns on equity and/or yields on investments;
|
•
|
adverse impacts on our corporate revolver, including covenant compliance and borrowing base capacity;
|
•
|
adverse impacts on our liquidity, including margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures, or our ability to continue to generate liquidity from sales of legacy, non-strategic assets;
|
•
|
our ability to liquidate our legacy, non-strategic assets within the projected timeframe or at the projected values;
|
•
|
the timing of and ability to deploy available capital;
|
•
|
our ability to pay, maintain or grow the dividend in the future;
|
•
|
the timing of and ability to complete repurchases of our stock;
|
•
|
our ability to refinance certain mortgage debt on similar terms to those currently existing or at all;
|
•
|
whether Colony Capital will continue to serve as our external manager or whether we will pursue a strategic transaction related thereto; and the impact of legislative, regulatory and competitive changes
|
•
|
and the actions of governmental authorities, including the current U.S. presidential administration, and in particular those affecting the commercial real estate finance and mortgage industry or our business.
|
|
March 31, 2020 (Unaudited)
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
393,845
|
|
|
$
|
69,619
|
|
Restricted cash
|
159,521
|
|
|
126,065
|
|
||
Loans and preferred equity held for investment, net(1)
|
2,351,278
|
|
|
2,576,332
|
|
||
Real estate securities, available for sale, at fair value
|
179,572
|
|
|
252,824
|
|
||
Real estate, net
|
1,226,988
|
|
|
1,484,796
|
|
||
Investments in unconsolidated ventures ($8,764 and $10,283 at fair value, respectively)
|
585,994
|
|
|
595,305
|
|
||
Receivables, net
|
41,569
|
|
|
46,456
|
|
||
Deferred leasing costs and intangible assets, net
|
98,507
|
|
|
112,762
|
|
||
Assets held for sale
|
270,680
|
|
|
189,470
|
|
||
Other assets
|
62,643
|
|
|
87,707
|
|
||
Mortgage loans held in securitization trusts, at fair value
|
1,822,991
|
|
|
1,872,970
|
|
||
Total assets
|
$
|
7,193,588
|
|
|
$
|
7,414,306
|
|
Liabilities
|
|
|
|
||||
Securitization bonds payable, net
|
$
|
833,671
|
|
|
$
|
833,153
|
|
Mortgage and other notes payable, net
|
1,152,851
|
|
|
1,256,112
|
|
||
Credit facilities
|
1,260,419
|
|
|
1,099,233
|
|
||
Due to related party (Note 10)
|
10,766
|
|
|
11,016
|
|
||
Accrued and other liabilities
|
145,956
|
|
|
140,424
|
|
||
Intangible liabilities, net
|
10,548
|
|
|
22,149
|
|
||
Liabilities related to assets held for sale
|
10,842
|
|
|
294
|
|
||
Escrow deposits payable
|
49,499
|
|
|
74,497
|
|
||
Dividends payable
|
13,147
|
|
|
13,164
|
|
||
Mortgage obligations issued by securitization trusts, at fair value
|
1,732,388
|
|
|
1,762,914
|
|
||
Total liabilities
|
5,220,087
|
|
|
5,212,956
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
Equity
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2020 and 2019
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share
|
|
|
|
||||
Class A, 950,000,000 shares authorized, 128,366,427 and 128,538,703 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
|
1,284
|
|
|
1,285
|
|
||
Additional paid-in capital
|
2,907,796
|
|
|
2,909,181
|
|
||
Accumulated deficit
|
(959,695
|
)
|
|
(819,738
|
)
|
||
Accumulated other comprehensive income (loss)
|
(42,705
|
)
|
|
28,294
|
|
||
Total stockholders’ equity
|
1,906,680
|
|
|
2,119,022
|
|
||
Noncontrolling interests in investment entities
|
21,141
|
|
|
31,631
|
|
||
Noncontrolling interests in the Operating Partnership
|
45,680
|
|
|
50,697
|
|
||
Total equity
|
1,973,501
|
|
|
2,201,350
|
|
||
Total liabilities and equity
|
$
|
7,193,588
|
|
|
$
|
7,414,306
|
|
(1)
|
Net of $52.2 million and $272.6 million of allowance for loan losses at March 31, 2020 and December 31, 2019, respectively. See Note 3, “Loans and Preferred Equity Held for Investments, net and Loans Held for Sale” for further details.
|
|
March 31, 2020 (Unaudited)
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,965
|
|
|
$
|
14,109
|
|
Restricted cash
|
15,737
|
|
|
25,646
|
|
||
Loans and preferred equity held for investment, net
|
994,306
|
|
|
1,016,781
|
|
||
Real estate, net
|
178,123
|
|
|
381,608
|
|
||
Receivables, net
|
20,668
|
|
|
26,044
|
|
||
Deferred leasing costs and intangible assets, net
|
26,638
|
|
|
36,323
|
|
||
Assets held for sale
|
210,434
|
|
|
102,397
|
|
||
Other assets
|
24,867
|
|
|
26,463
|
|
||
Mortgage loans held in securitization trusts, at fair value
|
1,822,991
|
|
|
1,872,970
|
|
||
Total assets
|
$
|
3,305,729
|
|
|
$
|
3,502,341
|
|
Liabilities
|
|
|
|
||||
Securitization bonds payable, net
|
$
|
833,671
|
|
|
$
|
833,153
|
|
Mortgage and other notes payable, net
|
297,286
|
|
|
341,480
|
|
||
Credit facilities
|
24,847
|
|
|
23,882
|
|
||
Accrued and other liabilities
|
100,764
|
|
|
124,969
|
|
||
Intangible liabilities, net
|
8,751
|
|
|
20,230
|
|
||
Liabilities related to assets held for sale
|
10,842
|
|
|
251
|
|
||
Escrow deposits payable
|
4,128
|
|
|
10,485
|
|
||
Mortgage obligations issued by securitization trusts, at fair value
|
1,732,388
|
|
|
1,762,914
|
|
||
Total liabilities
|
$
|
3,012,677
|
|
|
$
|
3,117,364
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net interest income
|
|
|
|
|
||||
Interest income
|
|
$
|
46,104
|
|
|
$
|
38,409
|
|
Interest expense
|
|
(20,744
|
)
|
|
(19,292
|
)
|
||
Interest income on mortgage loans held in securitization trusts
|
|
20,555
|
|
|
38,476
|
|
||
Interest expense on mortgage obligations issued by securitization trusts
|
|
(18,059
|
)
|
|
(35,635
|
)
|
||
Net interest income
|
|
27,856
|
|
|
21,958
|
|
||
|
|
|
|
|
||||
Property and other income
|
|
|
|
|
||||
Property operating income
|
|
52,513
|
|
|
63,134
|
|
||
Other income
|
|
9,409
|
|
|
177
|
|
||
Total property and other income
|
|
61,922
|
|
|
63,311
|
|
||
|
|
|
|
|
||||
Expenses
|
|
|
|
|
||||
Management fee expense
|
|
7,946
|
|
|
11,358
|
|
||
Property operating expense
|
|
22,531
|
|
|
28,180
|
|
||
Transaction, investment and servicing expense
|
|
3,134
|
|
|
529
|
|
||
Interest expense on real estate
|
|
13,078
|
|
|
13,607
|
|
||
Depreciation and amortization
|
|
17,976
|
|
|
27,662
|
|
||
Provision for loan losses
|
|
69,932
|
|
|
—
|
|
||
Impairment of operating real estate
|
|
4,126
|
|
|
—
|
|
||
Administrative expense (including $342 and $1,843 of equity-based compensation expense, respectively)
|
|
7,038
|
|
|
6,653
|
|
||
Total expenses
|
|
145,761
|
|
|
87,989
|
|
||
|
|
|
|
|
||||
Other income (loss)
|
|
|
|
|
||||
Unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net
|
|
(19,452
|
)
|
|
1,029
|
|
||
Realized gain on mortgage loans and obligations held in securitization trusts, net
|
|
—
|
|
|
48
|
|
||
Other loss, net
|
|
(20,162
|
)
|
|
(5,079
|
)
|
||
Loss before equity in earnings of unconsolidated ventures and income taxes
|
|
(95,597
|
)
|
|
(6,722
|
)
|
||
Equity in earnings of unconsolidated ventures
|
|
17,167
|
|
|
21,310
|
|
||
Income tax benefit (expense)
|
|
(1,711
|
)
|
|
369
|
|
||
Net income (loss)
|
|
(80,141
|
)
|
|
14,957
|
|
||
Net (income) loss attributable to noncontrolling interests:
|
|
|
|
|
||||
Investment entities
|
|
(523
|
)
|
|
298
|
|
||
Operating Partnership
|
|
1,892
|
|
|
(347
|
)
|
||
Net income (loss) attributable to Colony Credit Real Estate, Inc. common stockholders
|
|
$
|
(78,772
|
)
|
|
$
|
14,908
|
|
|
|
|
|
|
||||
Net income (loss) per common share - basic and diluted (Note 18)
|
|
$
|
(0.62
|
)
|
|
$
|
0.11
|
|
|
|
|
|
|
||||
Weighted average shares of common stock outstanding - basic and diluted (Note 18)
|
|
128,487
|
|
|
127,943
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net income (loss)
|
|
$
|
(80,141
|
)
|
|
$
|
14,957
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|||
Unrealized gain (loss) on real estate securities, available for sale
|
|
(75,029
|
)
|
|
9,758
|
|
||
Change in fair value of net investment hedges
|
|
21,764
|
|
|
7,395
|
|
||
Foreign currency translation loss
|
|
(19,436
|
)
|
|
(3,310
|
)
|
||
Total other comprehensive income (loss)
|
|
(72,701
|
)
|
|
13,843
|
|
||
Comprehensive income (loss)
|
|
(152,842
|
)
|
|
28,800
|
|
||
Comprehensive (income) loss attributable to noncontrolling interests:
|
|
|
|
|
||||
Investment entities
|
|
(523
|
)
|
|
298
|
|
||
Operating Partnership
|
|
3,594
|
|
|
(671
|
)
|
||
Comprehensive income (loss) attributable to common stockholders
|
|
$
|
(149,771
|
)
|
|
$
|
28,427
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Retained
Earnings (Accumulated Deficit) |
|
Accumulated
Other Comprehensive Income |
|
Total
Stockholders’ Equity |
|
|
Noncontrolling Interests in Investment Entities
|
|
Noncontrolling Interests in the Operating Partnership
|
|
Total
Equity |
|
||||||||||||||||||||||||||
|
Class A
|
|
Class B-3
|
|
|||||||||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||||||||
Balance as of December 31, 2018
|
83,410
|
|
|
$
|
834
|
|
|
44,399
|
|
|
$
|
444
|
|
|
$
|
2,899,353
|
|
|
$
|
(193,327
|
)
|
|
$
|
(399
|
)
|
|
$
|
2,706,905
|
|
|
|
$
|
72,683
|
|
|
$
|
65,614
|
|
|
$
|
2,845,202
|
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(394
|
)
|
|
—
|
|
|
(394
|
)
|
|
|||||||||
Adjustments related to the Combination
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||
Conversion of Class B-3 common stock to Class A common stock
|
44,399
|
|
|
444
|
|
|
(44,399
|
)
|
|
(444
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||
Issuance and amortization of equity-based compensation
|
800
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
1,835
|
|
|
—
|
|
|
—
|
|
|
1,843
|
|
|
|
—
|
|
|
—
|
|
|
1,843
|
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,519
|
|
|
13,519
|
|
|
|
—
|
|
|
324
|
|
|
13,843
|
|
|
|||||||||
Dividends and distributions declared ($0.44 per Class A share and $0.15 per Class B-3 share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,726
|
)
|
|
—
|
|
|
(55,726
|
)
|
|
|
—
|
|
|
(1,340
|
)
|
|
(57,066
|
)
|
|
|||||||||
Shares canceled for tax withholding on vested stock awards
|
(96
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1,496
|
)
|
|
—
|
|
|
—
|
|
|
(1,497
|
)
|
|
|
—
|
|
|
—
|
|
|
(1,497
|
)
|
|
|||||||||
Reallocation of equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,908
|
|
|
—
|
|
|
14,908
|
|
|
|
(298
|
)
|
|
347
|
|
|
14,957
|
|
|
|||||||||
Balance as of March 31, 2019
|
128,513
|
|
|
$
|
1,285
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,899,669
|
|
|
$
|
(234,145
|
)
|
|
$
|
13,120
|
|
|
$
|
2,679,929
|
|
|
|
$
|
72,015
|
|
|
$
|
64,968
|
|
|
$
|
2,816,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Balance as of December 31, 2019
|
128,539
|
|
|
$
|
1,285
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,909,181
|
|
|
$
|
(819,738
|
)
|
|
$
|
28,294
|
|
|
$
|
2,119,022
|
|
|
|
$
|
31,631
|
|
|
$
|
50,697
|
|
|
$
|
2,201,350
|
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(11,013
|
)
|
|
—
|
|
|
(11,013
|
)
|
|
|||||||||
Conversion of Class B-3 common stock to Class A common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||
Issuance and amortization of equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,999
|
)
|
|
(70,999
|
)
|
|
|
—
|
|
|
(1,702
|
)
|
|
(72,701
|
)
|
|
|||||||||
Dividends and distributions declared ($0.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,541
|
)
|
|
—
|
|
|
(38,541
|
)
|
|
|
—
|
|
|
(922
|
)
|
|
(39,463
|
)
|
|
|||||||||
Shares canceled for tax withholding on vested stock awards
|
(173
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1,686
|
)
|
|
—
|
|
|
—
|
|
|
(1,687
|
)
|
|
|
—
|
|
|
—
|
|
|
(1,687
|
)
|
|
|||||||||
Reallocation of equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
|||||||||
Effect of CECL adoption (see Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,644
|
)
|
|
—
|
|
|
(22,644
|
)
|
|
|
—
|
|
|
(542
|
)
|
|
(23,186
|
)
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,772
|
)
|
|
—
|
|
|
(78,772
|
)
|
|
|
523
|
|
|
(1,892
|
)
|
|
(80,141
|
)
|
|
|||||||||
Balance as of March 31, 2020
|
128,366
|
|
|
$
|
1,284
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,907,796
|
|
|
$
|
(959,695
|
)
|
|
$
|
(42,705
|
)
|
|
$
|
1,906,680
|
|
|
|
$
|
21,141
|
|
|
$
|
45,680
|
|
|
$
|
1,973,501
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(80,141
|
)
|
|
$
|
14,957
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Equity in earnings of unconsolidated ventures
|
(17,167
|
)
|
|
(21,310
|
)
|
||
Depreciation and amortization
|
17,976
|
|
|
27,662
|
|
||
Straight-line rental income
|
(1,426
|
)
|
|
(1,732
|
)
|
||
Amortization of above/below market lease values, net
|
(404
|
)
|
|
(612
|
)
|
||
Amortization of premium/accretion of discount and fees on investments and borrowings, net
|
(3,992
|
)
|
|
(2,582
|
)
|
||
Amortization of deferred financing costs
|
3,582
|
|
|
2,029
|
|
||
Amortization of right-of-use lease assets and operating lease liabilities
|
24
|
|
|
25
|
|
||
Paid-in-kind interest added to loan principal, net of interest received
|
(3,171
|
)
|
|
(3,258
|
)
|
||
Distributions of cumulative earnings from unconsolidated ventures
|
9,326
|
|
|
18,492
|
|
||
Unrealized gain on mortgage loans and obligations held in securitization trusts, net
|
19,452
|
|
|
(1,029
|
)
|
||
Realized (gain) loss on mortgage loans and obligations held in securitization trusts, net
|
—
|
|
|
(48
|
)
|
||
Provision for loan losses
|
69,932
|
|
|
—
|
|
||
Impairment of operating real estate
|
4,126
|
|
|
—
|
|
||
Amortization of equity-based compensation
|
342
|
|
|
1,843
|
|
||
Mortgage notes above/below market value amortization
|
(255
|
)
|
|
87
|
|
||
Deferred income tax (benefit) expense
|
(788
|
)
|
|
(2,693
|
)
|
||
Other loss
|
20,452
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Receivables, net
|
6,511
|
|
|
(4,200
|
)
|
||
Deferred costs and other assets
|
16,680
|
|
|
4,778
|
|
||
Due to related party
|
(250
|
)
|
|
(1,169
|
)
|
||
Other liabilities
|
(3,605
|
)
|
|
6,438
|
|
||
Net cash provided by operating activities
|
57,204
|
|
|
37,678
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition, origination and funding of loans and preferred equity held for investment, net
|
(37,452
|
)
|
|
(241,693
|
)
|
||
Repayment on loans and preferred equity held for investment
|
160,069
|
|
|
172,686
|
|
||
Repayment on loans held for sale
|
450
|
|
|
—
|
|
||
Proceeds from sale of real estate
|
160,830
|
|
|
—
|
|
||
Acquisition of and additions to real estate, related intangibles and leasing commissions
|
(11,325
|
)
|
|
(6,242
|
)
|
||
Investments in unconsolidated ventures
|
(16,748
|
)
|
|
(5,182
|
)
|
||
Proceeds from sale of investments in unconsolidated ventures
|
1,795
|
|
|
34,475
|
|
||
Distributions in excess of cumulative earnings from unconsolidated ventures
|
16,528
|
|
|
65,836
|
|
||
Repayment of principal in mortgage loans held in securitization trusts
|
6,577
|
|
|
—
|
|
||
Net receipts on settlement of derivative instruments
|
19,637
|
|
|
1,638
|
|
||
Deposit on investments
|
—
|
|
|
(352
|
)
|
||
Change in escrow deposits
|
(24,998
|
)
|
|
(2,322
|
)
|
||
Net cash provided by investing activities
|
275,363
|
|
|
18,844
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Distributions paid on common stock
|
(38,558
|
)
|
|
(55,629
|
)
|
||
Distributions paid on common stock to noncontrolling interests
|
(922
|
)
|
|
(1,340
|
)
|
||
Shares canceled for tax withholding on vested stock awards
|
(1,688
|
)
|
|
—
|
|
||
Borrowings from mortgage notes
|
2,280
|
|
|
22,174
|
|
||
Repayment of mortgage notes
|
(76,585
|
)
|
|
(1,509
|
)
|
||
Borrowings from credit facilities
|
249,991
|
|
|
714,615
|
|
||
Repayment of credit facilities
|
(88,804
|
)
|
|
(695,260
|
)
|
||
Repayment of securitization bonds
|
—
|
|
|
(27,709
|
)
|
||
Repayment of mortgage obligations issued by securitization trusts
|
(6,577
|
)
|
|
—
|
|
||
Payment of deferred financing costs
|
(1,600
|
)
|
|
(1,593
|
)
|
||
Contributions from noncontrolling interests
|
—
|
|
|
24
|
|
||
Distributions to noncontrolling interests
|
(11,013
|
)
|
|
(394
|
)
|
||
Net cash provided by (used in) financing activities
|
26,524
|
|
|
(46,621
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
(1,409
|
)
|
|
(7
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
357,682
|
|
|
9,894
|
|
||
Cash, cash equivalents and restricted cash - beginning of period
|
195,684
|
|
|
187,463
|
|
||
Cash, cash equivalents and restricted cash - end of period
|
$
|
553,366
|
|
|
$
|
197,357
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets
|
|
|
|
||||
Beginning of the period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
69,619
|
|
|
$
|
77,317
|
|
Restricted cash
|
126,065
|
|
|
110,146
|
|
||
Total cash, cash equivalents and restricted cash, beginning of period
|
$
|
195,684
|
|
|
$
|
187,463
|
|
|
|
|
|
||||
End of the period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
393,845
|
|
|
$
|
89,916
|
|
Restricted cash
|
159,521
|
|
|
107,441
|
|
||
Total cash, cash equivalents and restricted cash, end of period
|
$
|
553,366
|
|
|
$
|
197,357
|
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||
Consolidation of securitization trust (VIE asset/liability additions)
|
—
|
|
|
24,393
|
|
Accrual of distribution payable
|
(17
|
)
|
|
19,083
|
|
Foreclosure of loans held for investment, net of provision for loan losses
|
—
|
|
|
105,437
|
|
Right-of-use lease assets and operating lease liabilities
|
(730
|
)
|
|
16,959
|
|
PE Investments sale proceeds receivable
|
—
|
|
|
14,453
|
|
Conversion of Class B-3 common stock to Class A common stock
|
—
|
|
|
444
|
|
Due to Manager for share repurchases
|
—
|
|
|
1,497
|
|
1.
|
Business and Organization
|
2.
|
Summary of Significant Accounting Policies
|
|
|
Carrying Value
|
|
Maximum Exposure to Loss
|
||||
Real estate securities, available for sale
|
|
$
|
179,572
|
|
|
$
|
238,080
|
|
Investments in unconsolidated ventures
|
|
499,549
|
|
|
531,730
|
|
||
Loans and preferred equity held for investment, net
|
|
17,587
|
|
|
17,587
|
|
||
Total assets
|
|
$
|
696,708
|
|
|
$
|
787,397
|
|
Real Estate Assets
|
|
Term
|
Building (fee interest)
|
|
7 to 48 years
|
Building leasehold interests
|
|
Lesser of remaining term of the lease or remaining life of the building
|
Building improvements
|
|
Lesser of the useful life or remaining life of the building
|
Land improvements
|
|
1 to 15 years
|
Tenant improvements
|
|
Lesser of the useful life or remaining term of the lease
|
Furniture, fixtures and equipment
|
|
2 to 8 years
|
|
|
Impact of ASU 2016-13 Adoption
|
||
Assets:
|
|
|
||
CECL reserve on Loans and preferred equity held for investment, net
|
|
$
|
21,093
|
|
Liabilities:
|
|
|
||
CECL reserve on Accrued and other liabilities
|
|
2,093
|
|
|
Total Impact of ASU 2016-13 adoption on Accumulated deficit
|
|
$
|
23,186
|
|
1.
|
Very Low Risk-The loan is performing as agreed. The underlying property performance has exceeded underwritten expectations with very strong net operating income (”NOI”), debt service coverage ratio, debt yield and occupancy metrics. Sponsor is investment grade, very well capitalized, and employs very experienced management team.
|
2.
|
Low Risk-The loan is performing as agreed. The underlying property performance has met or exceeds underwritten expectations with high occupancy at market rents, resulting in consistent cash flow to service the debt. Strong sponsor that is well capitalized with experienced management team.
|
3.
|
Average Risk-The loan is performing as agreed. The underlying property performance is consistent with underwriting expectations. The property generates adequate cash flow to service the debt, and/or there is enough reserve or loan structure to provide time for sponsor to execute the business plan. Sponsor has routinely met its obligations and has experience owning/operating similar real estate.
|
4.
|
High Risk/Delinquent/Potential for Loss-The loan is in excess of 30 days delinquent and/or has a risk of a principal loss. The underlying property performance is behind underwritten expectations. Loan covenants may require occasional waivers/modifications. Sponsor has been unable to execute its business plan and local market fundamentals have deteriorated. Operating cash flow is not sufficient to service the debt and debt service payments may be coming from sponsor equity/loan reserves.
|
5.
|
Impaired/Defaulted/Loss Likely-The loan is in default or a default is imminent, and has a high risk of a principal loss, or has incurred a principal loss. The underlying property performance is significantly worse than underwritten expectation and sponsor has failed to execute its business plan. The property has significant vacancy and current cash flow does not support debt service. Local market fundamentals have significantly deteriorated resulting in depressed comparable property valuations versus underwriting.
|
3.
|
Loans and Preferred Equity Held for Investment, net and Loans Held for Sale
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Unpaid Principal Balance
|
|
Carrying
Value
|
|
Weighted Average Coupon(1)
|
|
Weighted Average Maturity in Years
|
|
Unpaid Principal Balance
|
|
Carrying
Value
|
|
Weighted Average Coupon(1)
|
|
Weighted Average Maturity in Years
|
||||||||||
Fixed rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mezzanine loans
|
|
$
|
126,807
|
|
|
$
|
125,993
|
|
|
12.7
|
%
|
|
4.8
|
|
$
|
223,395
|
|
|
$
|
222,503
|
|
|
12.8
|
%
|
|
4.2
|
Preferred equity interests
|
|
116,901
|
|
|
116,856
|
|
|
12.5
|
%
|
|
6.6
|
|
115,384
|
|
|
115,313
|
|
|
12.5
|
%
|
|
6.9
|
||||
Other loans(2)
|
|
12,731
|
|
|
12,621
|
|
|
15.0
|
%
|
|
4.2
|
|
12,572
|
|
|
12,448
|
|
|
15.0
|
%
|
|
4.4
|
||||
|
|
256,439
|
|
|
255,470
|
|
|
|
|
|
|
351,351
|
|
|
350,264
|
|
|
|
|
|
||||||
Variable rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior loans
|
|
1,135,358
|
|
|
1,130,218
|
|
|
5.6
|
%
|
|
3.9
|
|
1,462,467
|
|
|
1,457,738
|
|
|
6.0
|
%
|
|
3.8
|
||||
Securitized loans(3)
|
|
1,006,495
|
|
|
1,002,705
|
|
|
5.1
|
%
|
|
4.0
|
|
1,006,495
|
|
|
1,002,696
|
|
|
5.2
|
%
|
|
4.2
|
||||
Mezzanine loans
|
|
14,959
|
|
|
15,079
|
|
|
10.7
|
%
|
|
2.3
|
|
38,110
|
|
|
38,258
|
|
|
11.4
|
%
|
|
2.0
|
||||
|
|
2,156,812
|
|
|
2,148,002
|
|
|
|
|
|
|
2,507,072
|
|
|
2,498,692
|
|
|
|
|
|
||||||
|
|
2,413,251
|
|
|
2,403,472
|
|
|
|
|
|
|
2,858,423
|
|
|
2,848,956
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
|
NA
|
|
|
(52,194
|
)
|
|
|
|
|
|
NA
|
|
|
(272,624
|
)
|
|
|
|
|
||||||
Loans and preferred equity held for investment, net
|
|
$
|
2,413,251
|
|
|
$
|
2,351,278
|
|
|
|
|
|
|
$
|
2,858,423
|
|
|
$
|
2,576,332
|
|
|
|
|
|
(1)
|
Calculated based on contractual interest rate.
|
(2)
|
Includes one corporate term loan secured by the borrower’s limited partnership interests in a fund at March 31, 2020 and December 31, 2019.
|
(3)
|
Represents loans transferred into securitization trusts that are consolidated by the Company.
|
|
|
Carrying Value
|
||
Balance at January 1, 2020
|
|
$
|
2,576,332
|
|
Acquisitions/originations/additional funding
|
|
37,452
|
|
|
Loan maturities/principal repayments
|
|
(176,021
|
)
|
|
Transfer to loans held for sale
|
|
(16,625
|
)
|
|
Discount accretion/premium amortization
|
|
2,215
|
|
|
Capitalized interest
|
|
3,171
|
|
|
Provision for loan losses(1)(2)
|
|
(69,686
|
)
|
|
Effect of CECL adoption(3)
|
|
(21,093
|
)
|
|
Charge-off
|
|
15,533
|
|
|
Balance at March 31, 2020
|
|
$
|
2,351,278
|
|
(1)
|
Provision for loan losses excludes $0.2 million determined by the Company’s PD/LGD model for unfunded commitments reported on the consolidated statement of operations, with a corresponding offset to other liabilities recorded on the Company’s consolidated balance sheets.
|
(2)
|
Includes $28.8 million related to the Company’s PD/LGD model, $36.8 million recorded on four NY hospitality loans and $2.3 million related to the Midwest hospitality loan both of which were evaluated individually and $1.8 million related to the discounted payoff of loans during the quarter. See further discussion in “Nonaccrual and Past Due Loans and Preferred Equity.”
|
(3)
|
Calculated by the Company’s PD/LGD model upon CECL adoption on January 1, 2020. See Note 2, “Summary of Significant Accounting Polices” for further details.
|
•
|
The Company placed one loan secured by a regional mall (“Midwest Regional Mall”) on non-accrual status during 2019 as collectability of the principal was uncertain; as such, interest collected is recognized using the cost recovery method by applying interest collected as a reduction to loan carrying value. The Company recorded $10.6 million of impairment related to Midwest Regional Mall during 2019. Additionally, this loan was transferred to held for sale during 2019 and remains held for sale as of March 31, 2020.
|
•
|
During 2018, the Company recorded $8.8 million of provision for loan losses on one loan secured by a regional mall (“Northeast Regional Mall B”) to reflect the estimated fair value of the collateral. During 2019, the Company recognized additional provision for loan losses of $10.5 million on Northeast Regional Mall B. The additional provisions were based on then-current and prospective leasing activity to reflect the estimated fair value of the collateral. During the three months ended March 31, 2020, the Northeast Regional Mall was sold. The Company received $9.2 million in gross proceeds and recognized a gain of $1.8 million.
|
•
|
Also, during 2019, the Company separately recognized provision for loan losses of $18.5 million on two loans secured by one regional mall (“West Regional Mall”) to reflect the estimated fair value of the collateral. Subsequent to March 31, 2020, the West Regional Mall loan was sold. The company received $23.5 million in gross proceeds and will recognize a gain of $6.8 million.
|
•
|
Furthermore, during 2019, the Company recognized a $26.7 million provision for loan losses on three loans to two separate borrowers (“South Regional Mall A” and “South Regional Mall B”) to reflect the estimated fair value of the collateral. During the three months ended March 31, 2020, the Company accepted a discounted payoff of South Regional Mall A. The Company received $22.0 million in gross proceeds and recognized a loss of $1.6 million. Additionally, during the three months ended March 31, 2020, South Regional Mall B was sold. The Company received $13.5 million in gross proceeds and recognized a gain of $8.7 million.
|
|
|
Current or Less Than 30 Days Past Due
|
|
30-59 Days Past Due(1)
|
|
60-89 Days Past Due
|
|
90 Days or More Past Due(1)(2)
|
|
Total Loans
|
||||||||||
March 31, 2020
|
|
$
|
2,373,626
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,846
|
|
|
$
|
2,403,472
|
|
December 31, 2019
|
|
2,558,505
|
|
|
32,322
|
|
|
—
|
|
|
258,129
|
|
|
2,848,956
|
|
(1)
|
At December 31, 2019, 30-59 days past due includes one loan (Midwest Hospitality) that was placed on non-accrual status during the fourth quarter of 2019 following a borrower default. At March 31, 2020, the Midwest Hospitality loan is 90 days or more past due.
|
(2)
|
At December 31, 2019, 90 days or more past due loans includes four NY hospitality loans to the same borrower and secured by the same collateral with combined carrying value before allowance for loan losses of $258.1 million on nonaccrual status. All other loans in this table remain current on interest payments. The four loans were classified as held for sale at March 31, 2020 and sold in April 2020.
|
|
|
Unpaid Principal Balance(1)
|
|
Gross Carrying Value
|
|
|
||||||||||||||
|
|
|
With Allowance for Loan Losses(2)
|
|
Without Allowance for Loan Losses
|
|
Total(2)
|
|
Allowance for Loan Losses
|
|||||||||||
December 31, 2019
|
|
$
|
408,058
|
|
|
$
|
377,421
|
|
|
$
|
32,322
|
|
|
$
|
409,743
|
|
|
$
|
272,624
|
|
(1)
|
Includes four NY hospitality loans to the same borrower and secured by the same collateral with combined unpaid principal balance of $257.2 million and gross carrying value of $258.1 million on nonaccrual status. All other loans included in this table remain current on interest payments. The four loans were classified as held for sale at March 31, 2020 and sold in April 2020.
|
(2)
|
Includes unpaid principal balance plus any applicable exit fees less net deferred loan fees.
|
|
|
Three Months Ended March 31,
|
||
|
|
2019
|
||
Average carrying value before allowance for loan losses
|
|
$
|
390,376
|
|
Interest income
|
|
1,476
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Allowance for loan losses at beginning of period
|
|
$
|
272,624
|
|
|
$
|
109,328
|
|
Effect of CECL adoption(1)
|
|
21,093
|
|
|
—
|
|
||
Provision for loan losses(2)(3)
|
|
69,686
|
|
|
—
|
|
||
Charge-off
|
|
(15,533
|
)
|
|
(31,696
|
)
|
||
Transfer to loans held for sale
|
|
(295,676
|
)
|
|
—
|
|
||
Allowance for loan losses at end of period
|
|
$
|
52,194
|
|
|
$
|
77,632
|
|
(1)
|
Calculated by the Company’s PD/LGD model upon CECL adoption on January 1, 2020. See Note 2, “Summary of Significant Accounting Policies” for further details.
|
(2)
|
Provision for loan losses excludes $0.2 million calculated by the Company’s PD/LGD model for unfunded commitments reported on the consolidated statement of operations, with a corresponding offset to other liabilities recorded on the Company’s consolidated balance sheets.
|
(3)
|
Includes $28.8 million related to the Company’s PD/LGD model, $36.8 million recorded on four NY hospitality loans and $2.3 million related to the Midwest hospitality loan, both of which were evaluated individually, and $1.8 million related to the discounted payoff of loans during the quarter. See further discussion in “Nonaccrual and Past Due Loans and Preferred Equity.”
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
|
||||
Loans and preferred equity held for investment, net
|
|
$
|
21,191
|
|
|
$
|
5,016
|
|
Total assets held for sale
|
|
$
|
21,191
|
|
|
$
|
5,016
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
Prior
|
|
Total
|
||||||||||||||
Senior loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Risk Rankings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
3
|
|
$
|
—
|
|
|
$
|
377,975
|
|
|
$
|
292,224
|
|
|
$
|
33,581
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
703,780
|
|
4
|
|
—
|
|
|
798,721
|
|
|
603,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,402,255
|
|
|||||||
5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,846
|
|
|
29,846
|
|
|||||||
Total Senior loans
|
|
—
|
|
|
1,176,696
|
|
|
895,758
|
|
|
33,581
|
|
|
—
|
|
|
29,846
|
|
|
2,135,881
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mezzanine loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Risk Rankings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
4
|
|
—
|
|
|
69,674
|
|
|
51,785
|
|
|
12,120
|
|
|
—
|
|
|
4,534
|
|
|
138,113
|
|
|||||||
Total Mezzanine loans
|
|
—
|
|
|
69,674
|
|
|
51,785
|
|
|
12,120
|
|
|
—
|
|
|
4,534
|
|
|
138,113
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Preferred equity interests and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Risk Rankings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
4
|
|
—
|
|
|
12,621
|
|
|
116,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129,478
|
|
|||||||
Total Preferred equity interests and other
|
|
—
|
|
|
12,621
|
|
|
116,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129,478
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Loans and preferred equity held for investment
|
|
$
|
—
|
|
|
$
|
1,258,991
|
|
|
$
|
1,064,400
|
|
|
$
|
45,701
|
|
|
$
|
—
|
|
|
$
|
34,380
|
|
|
$
|
2,403,472
|
|
4.
|
Investments in Unconsolidated Ventures
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Equity method investments
|
|
$
|
577,230
|
|
|
$
|
585,022
|
|
Investments under fair value option
|
|
8,764
|
|
|
10,283
|
|
||
Investments in Unconsolidated Ventures
|
|
$
|
585,994
|
|
|
$
|
595,305
|
|
|
|
|
|
Carrying Value
|
||||||
Investments
|
|
Description
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
ADC investments(1)(2)
|
|
Interests in three acquisition, development and construction loans in which the Company participates in residual profits from the projects, and the risk and rewards of the arrangements are more similar to those associated with investments in joint ventures
|
|
$
|
59,047
|
|
|
$
|
59,576
|
|
Other investment ventures(1)
|
|
Interests in nine investments, each with less than $171.5 million carrying value at March 31, 2020
|
|
518,183
|
|
|
525,446
|
|
(1)
|
The Company’s ownership interest in ADC investments and other investment ventures varies and represents capital contributed to date and may not be reflective of the Company’s economic interest in the entity because of provisions in operating agreements governing various matters, such as classes of partner or member interests, allocations of profits and losses, preferential returns and guaranty of debt. Each equity method investment has been determined to be a VIE for which the Company was not deemed to be the primary beneficiary or a voting interest entity in which the Company does not have the power to control through a majority of voting interest or through other arrangements.
|
(2)
|
The Company owns varying levels of stated equity interests in certain ADC investments, as well as profit participation interests in real estate ventures without a stated ownership interest in other ADC investments.
|
5.
|
Real Estate Securities, Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
||||||||||||||||
|
|
|
Principal
Amount(1) |
|
Total Discount
|
|
Amortized
Cost |
|
Cumulative Unrealized
on Investments |
Fair
Value |
|
Coupon(2)
|
|
Unleveraged
Current Yield |
|||||||||||||||||
As of Date:
|
Count
|
|
Gain
|
|
(Loss)
|
|
|
|
|||||||||||||||||||||||
March 31, 2020
|
43
|
|
$
|
292,284
|
|
|
$
|
(54,204
|
)
|
|
$
|
238,080
|
|
|
$
|
—
|
|
|
$
|
(58,508
|
)
|
|
$
|
179,572
|
|
|
3.19
|
%
|
|
7.12
|
%
|
December 31, 2019
|
43
|
|
292,284
|
|
|
(55,981
|
)
|
|
236,303
|
|
|
17,084
|
|
|
(563
|
)
|
|
252,824
|
|
|
3.19
|
%
|
|
7.12
|
%
|
(1)
|
CRE securities serve as collateral for financing transactions including carrying value of $178.3 million as of March 31, 2020 for the CMBS Credit Facilities (refer to Note 9, “Debt,” for further detail). The remainder is unleveraged.
|
(2)
|
All CMBS are fixed rate.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
|
||||
Mortgage loans held in a securitization trust, at fair value
|
|
$
|
1,822,991
|
|
|
$
|
1,872,970
|
|
Receivables, net
|
|
7,081
|
|
|
7,020
|
|
||
Total assets
|
|
$
|
1,830,072
|
|
|
$
|
1,879,990
|
|
Liabilities
|
|
|
|
|
||||
Mortgage obligations issued by a securitization trust, at fair value
|
|
$
|
1,732,388
|
|
|
$
|
1,762,914
|
|
Accrued and other liabilities
|
|
6,247
|
|
|
6,267
|
|
||
Total liabilities
|
|
$
|
1,738,635
|
|
|
$
|
1,769,181
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Statement of Operations
|
|
|
|
|
||||
Interest expense
|
|
$
|
(185
|
)
|
|
$
|
(263
|
)
|
Interest income on mortgage loans held in securitization trusts
|
|
20,555
|
|
|
38,476
|
|
||
Interest expense on mortgage obligations issued by securitization trusts
|
|
(18,059
|
)
|
|
(35,635
|
)
|
||
Net interest income
|
|
2,311
|
|
|
2,578
|
|
||
Administrative expense
|
|
(515
|
)
|
|
(359
|
)
|
||
Unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net
|
|
(19,452
|
)
|
|
1,029
|
|
||
Realized gain on mortgage loans and obligations held in securitization trusts, net
|
|
—
|
|
|
48
|
|
||
Net income attributable to Colony Credit Real Estate, Inc. common stockholders
|
|
$
|
(17,656
|
)
|
|
$
|
3,296
|
|
6.
|
Real Estate, net and Real Estate Held for Sale
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Land and improvements
|
|
$
|
200,742
|
|
|
$
|
209,693
|
|
Buildings, building leaseholds, and improvements
|
|
860,681
|
|
|
899,889
|
|
||
Tenant improvements
|
|
23,543
|
|
|
25,077
|
|
||
Construction-in-progress
|
|
1,026
|
|
|
415
|
|
||
Subtotal
|
|
$
|
1,085,992
|
|
|
$
|
1,135,074
|
|
Less: Accumulated depreciation
|
|
(68,977
|
)
|
|
(63,995
|
)
|
||
Less: Impairment(1)
|
|
(23,911
|
)
|
|
(23,911
|
)
|
||
Net lease portfolio, net
|
|
$
|
993,104
|
|
|
$
|
1,047,168
|
|
(1)
|
See Note 14, “Fair Value,” for discussion of impairment of real estate.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Land and improvements
|
|
$
|
60,994
|
|
|
$
|
91,997
|
|
Buildings, building leaseholds, and improvements
|
|
346,439
|
|
|
536,046
|
|
||
Tenant improvements
|
|
24,708
|
|
|
38,230
|
|
||
Furniture, fixtures and equipment
|
|
179
|
|
|
3,183
|
|
||
Construction-in-progress
|
|
4,665
|
|
|
6,325
|
|
||
Subtotal
|
|
$
|
436,985
|
|
|
$
|
675,781
|
|
Less: Accumulated depreciation
|
|
(30,685
|
)
|
|
(46,079
|
)
|
||
Less: Impairment(1)
|
|
(172,416
|
)
|
|
(192,074
|
)
|
||
Other portfolio, net
|
|
$
|
233,884
|
|
|
$
|
437,628
|
|
(1)
|
See Note 14, “Fair Value,” for discussion of impairment of real estate.
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
|||||
Lease revenues(1)
|
|
|
|
|
||||
Minimum lease revenue
|
|
$
|
41,958
|
|
|
$
|
44,528
|
|
Variable lease revenue
|
|
6,649
|
|
|
6,656
|
|
||
|
|
$
|
48,607
|
|
|
$
|
51,184
|
|
Hotel operating income
|
|
3,501
|
|
|
11,334
|
|
||
|
|
$
|
52,108
|
|
|
$
|
62,518
|
|
(1)
|
Excludes net amortization income related to above and below-market leases of $0.8 million and $1.2 million for the three months ended March 31, 2020, respectively.
|
Remainder of 2020
|
|
$
|
87,398
|
|
2021
|
|
106,896
|
|
|
2022
|
|
99,485
|
|
|
2023
|
|
84,071
|
|
|
2024
|
|
73,324
|
|
|
2025 and thereafter
|
|
466,713
|
|
|
Total(1)
|
|
$
|
917,887
|
|
(1)
|
Excludes minimum future rents for real estate that is classified as held for sale totaling $40.9 million through 2046.
|
2020
|
|
$
|
120,967
|
|
2021
|
|
113,170
|
|
|
2022
|
|
102,314
|
|
|
2023
|
|
85,367
|
|
|
2024
|
|
71,714
|
|
|
2025 and thereafter
|
|
448,812
|
|
|
Total
|
|
$
|
942,344
|
|
|
|
|
|
|
|
Purchase Price Allocation
|
|||||||||||||||||||||||||
Acquisition Date
|
Property Type and Location
|
Number of Buildings
|
|
Purchase Price(1)
|
|
Land and Improvements(2)
|
|
Building and Improvements(2)
|
|
Furniture, Fixtures and Equipment
|
|
Lease Intangible Assets(2)
|
|
Other Assets
|
|
Other Liabilities
|
|||||||||||||||
Year Ended December 31, 2019
|
|||||||||||||||||||||||||||||||
June
|
Retail - Massachusetts(3)
|
3
|
|
|
$
|
21,919
|
|
|
$
|
9,294
|
|
|
$
|
6,598
|
|
|
$
|
—
|
|
|
$
|
5,256
|
|
|
$
|
1,538
|
|
|
$
|
(767
|
)
|
January
|
Various - in U.S.(3)
|
28
|
|
|
105,437
|
|
|
38,145
|
|
|
66,413
|
|
|
—
|
|
|
879
|
|
|
3,223
|
|
|
(3,223
|
)
|
|||||||
|
|
|
|
$
|
127,356
|
|
|
$
|
47,439
|
|
|
$
|
73,011
|
|
|
$
|
—
|
|
|
$
|
6,135
|
|
|
$
|
4,761
|
|
|
$
|
(3,990
|
)
|
(1)
|
Dollar amounts of purchase price and allocation to assets acquired and liabilities assumed are translated using foreign exchange rate as of the respective dates of acquisitions, where applicable.
|
(2)
|
Useful life of real estate acquired is 4 to 33 years for buildings, 1 to 20 years for site improvements, 1 to 27 years for tenant improvements, 5 to 7 years for furniture, fixtures and equipment, and 1 to 27 years for lease intangibles.
|
(3)
|
Represents assets acquired by the Company through foreclosure.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
|
||||
Real estate, net
|
|
$
|
229,252
|
|
|
$
|
178,564
|
|
Deferred leasing costs and intangible assets, net
|
|
8,722
|
|
|
5,890
|
|
||
Total assets held for sale
|
|
$
|
237,974
|
|
|
$
|
184,454
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Intangible liabilities, net
|
|
$
|
10,842
|
|
|
$
|
294
|
|
Total liabilities related to assets held for sale
|
|
$
|
10,842
|
|
|
$
|
294
|
|
7.
|
Deferred Leasing Costs and Other Intangibles
|
|
|
March 31, 2020
|
||||||||||
|
|
Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Deferred Leasing Costs and Intangible Assets
|
|
|
|
|
|
|
||||||
In-place lease values
|
|
$
|
98,820
|
|
|
$
|
(33,841
|
)
|
|
$
|
64,979
|
|
Deferred leasing costs
|
|
40,575
|
|
|
(13,593
|
)
|
|
26,982
|
|
|||
Above-market lease values
|
|
13,045
|
|
|
(6,499
|
)
|
|
6,546
|
|
|||
|
|
$
|
152,440
|
|
|
$
|
(53,933
|
)
|
|
$
|
98,507
|
|
Intangible Liabilities
|
|
|
|
|
|
|
||||||
Below-market lease values
|
|
$
|
19,492
|
|
|
$
|
(8,944
|
)
|
|
$
|
10,548
|
|
|
|
December 31, 2019
|
||||||||||
|
|
Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Deferred Leasing Costs and Intangible Assets
|
|
|
|
|
|
|
||||||
In-place lease values
|
|
$
|
115,139
|
|
|
$
|
(39,093
|
)
|
|
$
|
76,046
|
|
Deferred leasing costs
|
|
42,345
|
|
|
(13,637
|
)
|
|
28,708
|
|
|||
Above-market lease values
|
|
14,318
|
|
|
(6,310
|
)
|
|
8,008
|
|
|||
|
|
$
|
171,802
|
|
|
$
|
(59,040
|
)
|
|
$
|
112,762
|
|
Intangible Liabilities
|
|
|
|
|
|
|
||||||
Below-market lease values
|
|
$
|
32,652
|
|
|
$
|
(10,503
|
)
|
|
$
|
22,149
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Above-market lease values
|
|
$
|
(832
|
)
|
|
$
|
(1,013
|
)
|
Below-market lease values
|
|
1,236
|
|
|
1,625
|
|
||
Net increase (decrease) to property operating income
|
|
$
|
404
|
|
|
$
|
612
|
|
|
|
|
|
|
||||
In-place lease values
|
|
$
|
4,350
|
|
|
$
|
5,474
|
|
Deferred leasing costs
|
|
1,647
|
|
|
2,139
|
|
||
Other intangibles
|
|
(24
|
)
|
|
119
|
|
||
Amortization expense
|
|
$
|
5,973
|
|
|
$
|
7,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and thereafter
|
|
Total
|
||||||||||||||
Above-market lease values
|
|
$
|
1,844
|
|
|
$
|
1,672
|
|
|
$
|
1,351
|
|
|
$
|
696
|
|
|
$
|
516
|
|
|
$
|
467
|
|
|
$
|
6,546
|
|
Below-market lease values
|
|
(3,347
|
)
|
|
(4,043
|
)
|
|
(2,875
|
)
|
|
(178
|
)
|
|
(44
|
)
|
|
(61
|
)
|
|
(10,548
|
)
|
|||||||
Net increase (decrease) to property operating income
|
|
$
|
(1,503
|
)
|
|
$
|
(2,371
|
)
|
|
$
|
(1,524
|
)
|
|
$
|
518
|
|
|
$
|
472
|
|
|
$
|
406
|
|
|
$
|
(4,002
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
In-place lease values
|
|
$
|
9,632
|
|
|
$
|
10,269
|
|
|
$
|
7,500
|
|
|
$
|
4,680
|
|
|
$
|
3,737
|
|
|
$
|
29,161
|
|
|
$
|
64,979
|
|
Deferred leasing costs
|
|
4,712
|
|
|
5,047
|
|
|
4,252
|
|
|
3,086
|
|
|
1,863
|
|
|
8,022
|
|
|
26,982
|
|
|||||||
Amortization expense
|
|
$
|
14,344
|
|
|
$
|
15,316
|
|
|
$
|
11,752
|
|
|
$
|
7,766
|
|
|
$
|
5,600
|
|
|
$
|
37,183
|
|
|
$
|
91,961
|
|
8.
|
Restricted Cash, Other Assets and Accrued and Other Liabilities
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Restricted cash:
|
|
|
|
|
||||
Margin pledged as collateral
|
|
$
|
83,401
|
|
|
$
|
19,536
|
|
Borrower escrow deposits
|
|
49,499
|
|
|
74,496
|
|
||
Real estate escrow reserves
|
|
15,132
|
|
|
18,020
|
|
||
Capital expenditure reserves
|
|
7,029
|
|
|
8,882
|
|
||
Working capital and other reserves
|
|
3,231
|
|
|
4,198
|
|
||
Tenant lockboxes
|
|
1,229
|
|
|
933
|
|
||
Total
|
|
$
|
159,521
|
|
|
$
|
126,065
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Other assets:
|
|
|
|
|
||||
Right-of-use lease asset
|
|
$
|
24,255
|
|
|
$
|
25,480
|
|
Prepaid taxes and deferred tax assets
|
|
22,440
|
|
|
21,989
|
|
||
Deferred financing costs, net - credit facilities
|
|
7,815
|
|
|
8,382
|
|
||
Prepaid expenses
|
|
6,568
|
|
|
5,311
|
|
||
Investment deposits and pending deal costs
|
|
935
|
|
|
20,779
|
|
||
Other assets
|
|
621
|
|
|
1,644
|
|
||
Derivative asset
|
|
9
|
|
|
4,122
|
|
||
Total
|
|
$
|
62,643
|
|
|
$
|
87,707
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accrued and other liabilities:
|
|
|
|
|
||||
Derivative liability
|
|
$
|
33,344
|
|
|
$
|
19,133
|
|
Current and deferred tax liability
|
|
28,679
|
|
|
31,510
|
|
||
Operating lease liability
|
|
24,295
|
|
|
25,495
|
|
||
Accounts payable, accrued expenses and other liabilities
|
|
23,273
|
|
|
28,278
|
|
||
Interest payable
|
|
17,103
|
|
|
16,259
|
|
||
Prepaid rent and unearned revenue
|
|
14,464
|
|
|
16,744
|
|
||
Tenant security deposits
|
|
2,459
|
|
|
3,005
|
|
||
Unfunded CECL loan allowance
|
|
2,339
|
|
|
—
|
|
||
Total
|
|
$
|
145,956
|
|
|
$
|
140,424
|
|
9.
|
Debt
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||
|
Capacity ($)
|
|
Recourse vs.
Non-Recourse(1) |
|
Final
Maturity |
|
Contractual
Interest Rate |
|
Principal
Amount(2) |
|
Carrying
Value(2) |
|
Principal
Amount(2) |
|
Carrying
Value(2) |
||||||||||
Securitization bonds payable, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CLNC 2019-FL1(3)
|
|
|
Non-recourse
|
|
Aug-35
|
|
LIBOR + 1.59%
|
|
$
|
840,423
|
|
|
$
|
833,671
|
|
|
$
|
840,423
|
|
|
$
|
833,153
|
|
||
Subtotal securitization bonds payable, net
|
|
|
|
|
|
|
|
|
840,423
|
|
|
833,671
|
|
|
840,423
|
|
|
833,153
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage and other notes payable, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net lease 6(4)
|
|
|
Non-recourse
|
|
Oct-27
|
|
4.45%
|
|
23,990
|
|
|
23,990
|
|
|
24,117
|
|
|
24,117
|
|
||||||
Net lease 5(5)
|
|
|
Non-recourse
|
|
Nov-26
|
|
4.45%
|
|
3,406
|
|
|
3,317
|
|
|
3,422
|
|
|
3,329
|
|
||||||
Net lease 4(5)
|
|
|
Non-recourse
|
|
Nov-26
|
|
4.45%
|
|
7,349
|
|
|
7,157
|
|
|
7,384
|
|
|
7,184
|
|
||||||
Net lease 3(5)
|
|
|
Non-recourse
|
|
Jun-21
|
|
4.00%
|
|
12,364
|
|
|
12,296
|
|
|
12,450
|
|
|
12,368
|
|
||||||
Net lease 6(5)
|
|
|
Non-recourse
|
|
Jul-23
|
|
LIBOR + 2.15%
|
|
1,550
|
|
|
1,510
|
|
|
1,658
|
|
|
1,615
|
|
||||||
Net lease 5(4)
|
|
|
Non-recourse
|
|
Aug-26
|
|
4.08%
|
|
31,677
|
|
|
31,406
|
|
|
31,821
|
|
|
31,539
|
|
||||||
Net lease 1(5)(6)
|
|
|
Non-recourse
|
|
Nov-26
|
|
4.45%
|
|
18,492
|
|
|
18,007
|
|
|
18,579
|
|
|
18,076
|
|
||||||
Net lease 1(7)
|
|
|
Non-recourse
|
|
Mar-28
|
|
4.38%
|
|
12,166
|
|
|
11,716
|
|
|
12,221
|
|
|
11,758
|
|
||||||
Net lease 4(4)
|
|
|
Non-recourse
|
|
Apr-21(8)
|
|
LIBOR + 2.50%
|
|
74,916
|
|
|
74,916
|
|
|
74,916
|
|
|
74,845
|
|
||||||
Net lease 1(4)
|
|
|
Non-recourse
|
|
Jul-25
|
|
4.31%
|
|
250,000
|
|
|
247,090
|
|
|
250,000
|
|
|
246,961
|
|
||||||
Net lease 2(4)(9)
|
|
|
Non-recourse
|
|
Jun-25
|
|
3.91%
|
|
152,768
|
|
|
154,934
|
|
|
181,952
|
|
|
184,532
|
|
||||||
Net lease 3(4)
|
|
|
Non-recourse
|
|
Sep-33
|
|
4.77%
|
|
200,000
|
|
|
198,541
|
|
|
200,000
|
|
|
198,521
|
|
||||||
Other real estate 4(5)
|
|
|
Non-recourse
|
|
Dec-23
|
|
4.84%
|
|
42,705
|
|
|
43,152
|
|
|
42,925
|
|
|
43,407
|
|
||||||
Other real estate 2(5)(10)
|
|
|
Non-recourse
|
|
Dec-23
|
|
4.94%
|
|
—
|
|
|
—
|
|
|
42,443
|
|
|
42,851
|
|
||||||
Other real estate 8(5)
|
|
|
Non-recourse
|
|
Jan-24
|
|
5.15%
|
|
15,764
|
|
|
16,270
|
|
|
15,819
|
|
|
16,324
|
|
||||||
Other real estate 10(5)(11)
|
|
|
Non-recourse
|
|
Dec-20
|
|
5.34%
|
|
11,683
|
|
|
11,879
|
|
|
11,744
|
|
|
11,939
|
|
||||||
Other real estate 9(5)
|
|
|
Non-recourse
|
|
Nov-26
|
|
3.98%
|
|
23,774
|
|
|
23,022
|
|
|
23,885
|
|
|
23,133
|
|
||||||
Other real estate 1(5)
|
|
|
Non-recourse
|
|
Oct-24
|
|
4.47%
|
|
108,311
|
|
|
109,019
|
|
|
108,719
|
|
|
109,475
|
|
||||||
Other real estate 3(5)
|
|
|
Non-recourse
|
|
Jan-25
|
|
4.30%
|
|
74,803
|
|
|
74,148
|
|
|
75,256
|
|
|
74,554
|
|
||||||
Other real estate 5(5)(10)
|
|
|
Non-recourse
|
|
Apr-23
|
|
LIBOR + 4.00%
|
|
—
|
|
|
—
|
|
|
33,498
|
|
|
32,801
|
|
||||||
Other real estate 6(5)(12)
|
|
|
Non-recourse
|
|
Apr-24
|
|
LIBOR + 2.95%
|
|
21,500
|
|
|
20,922
|
|
|
21,500
|
|
|
20,825
|
|
||||||
Loan 9(13)
|
|
|
Non-recourse
|
|
Jun-24
|
|
LIBOR + 3.00%
|
|
69,559
|
|
|
69,559
|
|
|
65,958
|
|
|
65,958
|
|
||||||
Subtotal mortgage and other notes payable, net
|
|
|
|
|
|
|
|
|
1,156,777
|
|
|
1,152,851
|
|
|
1,260,267
|
|
|
1,256,112
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank credit facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank credit facility(14)
|
$
|
560,000
|
|
|
Recourse
|
|
Feb-23 (15)
|
|
LIBOR + 2.25%
|
|
340,000
|
|
|
340,000
|
|
|
113,500
|
|
|
113,500
|
|
||||
Subtotal bank credit facility
|
|
|
|
|
|
|
|
|
340,000
|
|
|
340,000
|
|
|
113,500
|
|
|
113,500
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Master repurchase facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank 1 facility 3
|
$
|
400,000
|
|
|
Limited Recourse(16)
|
|
Apr-23(17)
|
|
LIBOR + 1.93%
|
(18)
|
109,404
|
|
|
109,404
|
|
|
106,309
|
|
|
106,309
|
|
||||
Bank 2 facility 3
|
200,000
|
|
|
Limited Recourse(16)
|
|
Oct-22(19)
|
|
LIBOR + 2.50%
|
(18)
|
22,750
|
|
|
22,750
|
|
|
22,750
|
|
|
22,750
|
|
|||||
Bank 3 facility 3
|
600,000
|
|
|
Limited Recourse(16)
|
|
Apr-22
|
|
LIBOR + 2.19%
|
(18)
|
222,147
|
|
|
222,147
|
|
|
265,633
|
|
|
265,633
|
|
|||||
Bank 7 facility 1
|
500,000
|
|
|
Limited Recourse(16)
|
|
Apr-22(20)
|
|
LIBOR + 1.93%
|
(18)
|
199,740
|
|
|
199,740
|
|
|
221,421
|
|
|
221,421
|
|
|||||
Bank 8 facility 1
|
250,000
|
|
|
Limited Recourse(16)
|
|
Jun-21(21)
|
|
LIBOR + 2.00%
|
(18)
|
168,987
|
|
|
168,987
|
|
|
164,098
|
|
|
164,098
|
|
|||||
Bank 9 facility 1
|
300,000
|
|
|
(22)
|
|
Nov-23(23)
|
|
(24)
|
(18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Subtotal master repurchase facilities
|
$
|
2,250,000
|
|
|
|
|
|
|
|
|
723,028
|
|
|
723,028
|
|
|
780,211
|
|
|
780,211
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||
|
Capacity ($)
|
|
Recourse vs.
Non-Recourse(1) |
|
Final
Maturity |
|
Contractual
Interest Rate |
|
Principal
Amount(2) |
|
Carrying
Value(2) |
|
Principal
Amount(2) |
|
Carrying
Value(2) |
||||||||||
CMBS credit facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bank 1 facility 1
|
|
|
Recourse
|
|
(25)
|
|
LIBOR + 1.82%
|
(18)
|
13,477
|
|
|
13,477
|
|
|
20,375
|
|
|
20,375
|
|
||||||
Bank 1 facility 2
|
|
|
Recourse
|
|
(25)
|
|
LIBOR + 3.00%
|
(18)
|
12,907
|
|
|
12,907
|
|
|
18,834
|
|
|
18,834
|
|
||||||
Bank 3 facility
|
|
|
|
Recourse
|
|
(25)
|
|
NA
|
(26)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Bank 4 facility
|
|
|
Recourse
|
|
(25)
|
|
NA
|
(26)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bank 5 facility 1
|
|
|
Recourse
|
|
(25)
|
|
NA
|
(26)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bank 5 facility 2
|
|
|
Recourse
|
|
(25)
|
|
NA
|
(26)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bank 6 facility 1
|
|
|
Recourse
|
|
(25)
|
|
(27)
|
|
86,035
|
|
|
86,035
|
|
|
83,584
|
|
|
83,584
|
|
||||||
Bank 6 facility 2
|
|
|
Recourse
|
|
(25)
|
|
(27)
|
|
84,972
|
|
|
84,972
|
|
|
82,729
|
|
|
82,729
|
|
||||||
Subtotal CMBS credit facilities
|
|
|
|
|
|
|
|
|
197,391
|
|
|
197,391
|
|
|
205,522
|
|
|
205,522
|
|
||||||
Subtotal credit facilities
|
|
|
|
|
|
|
|
|
1,260,419
|
|
|
1,260,419
|
|
|
1,099,233
|
|
|
1,099,233
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
|
|
|
|
|
|
|
|
$
|
3,257,619
|
|
|
$
|
3,246,941
|
|
|
$
|
3,199,923
|
|
|
$
|
3,188,498
|
|
(1)
|
Subject to customary non-recourse carveouts.
|
(2)
|
Difference between principal amount and carrying value of securitization bonds payable, net and mortgage and other notes payable, net is attributable to deferred financing costs, net and premium/discount on mortgage notes payable.
|
(3)
|
The Company, through indirect Cayman subsidiaries, securitized commercial mortgage loans originated by the Company. Senior notes issued by the securitization trusts were generally sold to third parties and subordinated notes retained by the Company. These securitizations are accounted for as secured financing with the underlying mortgage loans pledged as collateral. Principal payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities on the notes. Underlying collateral loans have initial terms of two to three years.
|
(4)
|
Represents a mortgage note collateralized by an investment in the Company’s Core Portfolio.
|
(5)
|
Represents a mortgage note collateralized by an investment in the Company’s Legacy, Non-Strategic Portfolio.
|
(6)
|
Payment terms are periodic payment of principal and interest for debt on two properties and periodic payment of interest only with principal at maturity (except for principal repayments to release collateral properties disposed) for debt on one property.
|
(7)
|
Represents a mortgage note collateralized by three properties in the Company’s Legacy, Non-Strategic Portfolio.
|
(8)
|
The current maturity of the mortgage payable is April 2020, with a one-year extension available at the Company’s option, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents. The Company exercised this extension option subsequent to March 31, 2020.
|
(9)
|
As of March 31, 2020, the outstanding principal of the mortgage payable was NOK 1.6 billion, which translated to $152.8 million.
|
(10)
|
Represents a mortgage note that was repaid during the first quarter of 2020 in connection with the sale of the collateralized properties.
|
(11)
|
Represents two separate senior mortgage notes with a weighted average maturity of December 2020 and weighted average interest rate of 5.34%.
|
(12)
|
The current maturity of the mortgage payable is April 2022, with two one-year extensions available at the Company’s option, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents.
|
(13)
|
The current maturity of the note payable is June 2021, with three one-year extensions available at the Company’s option, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents. The loan is included in the Company’s Core Portfolio.
|
(14)
|
Facility size reduced on May 6, 2020 to $450.0 million.
|
(15)
|
The ability to borrow additional amounts terminates on February 1, 2022 at which time the Company may, at its election, extend the termination date for two additional six-month terms.
|
(16)
|
Recourse solely with respect to 25.0% of the financed amount.
|
(17)
|
The next maturity date is April 2021, with two one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
|
(18)
|
Represents the weighted average spread as of March 31, 2020. The contractual interest rate depends upon asset type and characteristics and ranges from one-month London Interbank Offered Rates (“LIBOR”) plus 1.10% to 3.00%.
|
(19)
|
The next maturity date is October 2020, with two one-year extension options available, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents.
|
(20)
|
The next maturity date is April 2021, with a one-year extension available, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents.
|
(21)
|
The next maturity date is June 2020, with a one-year extension available, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents.
|
(22)
|
Recourse is either 25.0% or 50.0% depending on loan metrics.
|
(23)
|
The next maturity date is November 2021, with two one-year extension options available, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents.
|
(24)
|
The interest rate will be determined by the lender in its sole discretion.
|
(25)
|
The maturity dates on the CMBS Credit Facilities are dependent upon asset type and will typically range from one to three months.
|
(26)
|
CMBS Credit Facilities are undrawn and fully available.
|
(27)
|
Bank 6 Facilities 1 and 2 both have fixed and floating rate financing. Bank 6 Facility 1 consists of $22.6 million financed with a fixed rate of 4.50% and $63.4 million financed with a weighted average interest rate of LIBOR plus 1.77%. Bank 6 Facility 2 consists of $45.5 million financed with a fixed rate of 4.50% and $39.5 million financed with a weighted average interest rate of LIBOR plus 1.50%.
|
|
Total
|
|
Securitization Bonds Payable, Net
|
|
Mortgage Notes Payable, Net(1)
|
|
Credit
Facilities(1) |
||||||||
Remainder of 2020
|
$
|
211,060
|
|
|
$
|
—
|
|
|
$
|
13,669
|
|
|
$
|
197,391
|
|
2021
|
258,421
|
|
|
—
|
|
|
89,434
|
|
|
168,987
|
|
||||
2022
|
447,157
|
|
|
—
|
|
|
2,520
|
|
|
444,637
|
|
||||
2023
|
494,529
|
|
|
—
|
|
|
45,125
|
|
|
449,404
|
|
||||
2024
|
217,353
|
|
|
—
|
|
|
217,353
|
|
|
—
|
|
||||
2025 and thereafter
|
1,629,099
|
|
|
840,423
|
|
|
788,676
|
|
|
—
|
|
||||
Total
|
$
|
3,257,619
|
|
|
$
|
840,423
|
|
|
$
|
1,156,777
|
|
|
$
|
1,260,419
|
|
(1)
|
Includes $131.3 million of future minimum principal payments related to assets held for sale.
|
10.
|
Related Party Arrangements
|
11.
|
Equity-Based Compensation
|
|
Number of Shares
|
|
|
||||||
|
Restricted Stock
|
|
Total
|
|
Weighted Average Grant Date Fair Value
|
||||
Unvested Shares at December 31, 2019
|
1,335,590
|
|
|
1,335,590
|
|
|
$
|
17.79
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
Vested
|
(427,841
|
)
|
|
(427,841
|
)
|
|
17.36
|
|
|
Forfeited
|
(172,276
|
)
|
|
(172,276
|
)
|
|
17.25
|
|
|
Unvested shares at March 31, 2020
|
735,473
|
|
|
735,473
|
|
|
$
|
17.65
|
|
12.
|
Stockholders’ Equity
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Share
|
January 15, 2020
|
|
January 31, 2020
|
|
February 10, 2020
|
|
$0.10
|
February 14, 2020
|
|
February 29, 2020
|
|
March 10, 2020
|
|
$0.10
|
March 16, 2020
|
|
March 31, 2020
|
|
April 10, 2020
|
|
$0.10
|
(in thousands)
|
Unrealized gain (loss) on real estate securities, available for sale
|
|
Unrealized gain on net investment hedges
|
|
Foreign currency translation loss
|
|
Total
|
||||||||
AOCI at December 31, 2019
|
$
|
15,909
|
|
|
$
|
25,872
|
|
|
$
|
(13,487
|
)
|
|
$
|
28,294
|
|
Other comprehensive income (loss)
|
(73,273
|
)
|
|
21,255
|
|
|
(18,981
|
)
|
|
(70,999
|
)
|
||||
AOCI at March 31, 2020
|
$
|
(57,364
|
)
|
|
$
|
47,127
|
|
|
$
|
(32,468
|
)
|
|
$
|
(42,705
|
)
|
(in thousands)
|
Unrealized gain (loss) on real estate securities, available for sale
|
|
Unrealized gain on net investment hedges
|
|
Foreign currency translation loss
|
|
Total
|
||||||||
AOCI at December 31, 2018
|
$
|
(1,295
|
)
|
|
$
|
11,037
|
|
|
$
|
(10,141
|
)
|
|
$
|
(399
|
)
|
Other comprehensive income (loss)
|
9,530
|
|
|
7,222
|
|
|
(3,233
|
)
|
|
13,519
|
|
||||
AOCI at March 31, 2019
|
$
|
8,235
|
|
|
$
|
18,259
|
|
|
$
|
(13,374
|
)
|
|
$
|
13,120
|
|
(in thousands)
|
Unrealized gain on real estate securities, available for sale
|
|
Unrealized gain (loss) on net investment hedges
|
|
Foreign currency translation gain (loss)
|
|
Total
|
||||||||
AOCI at December 31, 2019
|
$
|
612
|
|
|
$
|
893
|
|
|
$
|
(801
|
)
|
|
$
|
704
|
|
Other comprehensive income (loss)
|
(1,756
|
)
|
|
509
|
|
|
(455
|
)
|
|
(1,702
|
)
|
||||
AOCI at March 31, 2020
|
$
|
(1,144
|
)
|
|
$
|
1,402
|
|
|
$
|
(1,256
|
)
|
|
$
|
(998
|
)
|
(in thousands)
|
Unrealized gain (loss) on real estate securities, available for sale
|
|
Unrealized gain on net investment hedges
|
|
Foreign currency translation loss
|
|
Total
|
||||||||
AOCI at December 31, 2018
|
$
|
(32
|
)
|
|
$
|
268
|
|
|
$
|
(246
|
)
|
|
$
|
(10
|
)
|
Other comprehensive income (loss)
|
228
|
|
|
173
|
|
|
(77
|
)
|
|
324
|
|
||||
AOCI at March 31, 2019
|
$
|
196
|
|
|
$
|
441
|
|
|
$
|
(323
|
)
|
|
$
|
314
|
|
13.
|
Noncontrolling Interests
|
14.
|
Fair Value
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments in unconsolidated ventures - PE Investments
|
|
$
|
—
|
|
|
$
|
124
|
|
|
$
|
8,640
|
|
|
$
|
8,764
|
|
|
$
|
—
|
|
|
$
|
1,425
|
|
|
$
|
8,858
|
|
|
$
|
10,283
|
|
Real estate securities, available for sale
|
|
—
|
|
|
179,572
|
|
|
|
|
|
179,572
|
|
|
—
|
|
|
252,824
|
|
|
—
|
|
|
252,824
|
|
||||||||
Mortgage loans held in securitization trusts, at fair value
|
|
—
|
|
|
—
|
|
|
1,822,991
|
|
|
1,822,991
|
|
|
—
|
|
|
—
|
|
|
1,872,970
|
|
|
1,872,970
|
|
||||||||
Other assets - derivative assets
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
4,122
|
|
|
—
|
|
|
4,122
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgage obligations issued by securitization trusts, at fair value
|
|
$
|
—
|
|
|
$
|
1,732,388
|
|
|
$
|
—
|
|
|
$
|
1,732,388
|
|
|
$
|
—
|
|
|
$
|
1,762,914
|
|
|
$
|
—
|
|
|
$
|
1,762,914
|
|
Other liabilities - derivative liabilities
|
|
—
|
|
|
33,344
|
|
|
—
|
|
|
33,344
|
|
|
—
|
|
|
19,133
|
|
|
—
|
|
|
19,133
|
|
|
|
Three Months Ended March 31, 2020
|
|
Year Ended December 31, 2019
|
||||||||||||
|
|
Investments in unconsolidated ventures - PE Investments
|
|
Mortgage loans held in securitization trusts(1)
|
|
Investments in unconsolidated ventures - PE Investments
|
|
Mortgage loans held in securitization trusts(1)
|
||||||||
Beginning balance
|
|
$
|
8,858
|
|
|
$
|
1,872,970
|
|
|
$
|
160,851
|
|
|
$
|
3,116,978
|
|
Contributions(2)/purchases
|
|
—
|
|
|
—
|
|
|
151
|
|
|
—
|
|
||||
Distributions/paydowns
|
|
(887
|
)
|
|
(6,578
|
)
|
|
(18,407
|
)
|
|
(55,288
|
)
|
||||
Deconsolidation of securitization trust(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,239,627
|
)
|
||||
Equity in earnings
|
|
669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sale of investments
|
|
—
|
|
|
—
|
|
|
(48,930
|
)
|
|
(39,848
|
)
|
||||
Transfers out of Level 3
|
|
|
|
—
|
|
|
(84,807
|
)
|
|
—
|
|
|||||
Unrealized gain (loss) in earnings
|
|
—
|
|
|
(43,401
|
)
|
|
—
|
|
|
87,983
|
|
||||
Realized gain in earnings
|
|
|
|
—
|
|
|
—
|
|
|
2,772
|
|
|||||
Ending balance
|
|
$
|
8,640
|
|
|
$
|
1,822,991
|
|
|
$
|
8,858
|
|
|
$
|
1,872,970
|
|
(1)
|
For the three months ended March 31, 2020, unrealized loss of $43.4 million related to mortgage loans held in securitization trusts, at fair value was offset by unrealized gain of $23.9 million related to mortgage obligations issued by securitization trusts, at fair value.
|
(2)
|
Includes initial investments, before distribution and contribution closing statement adjustments, and subsequent contributions, including deferred purchase price fundings.
|
(3)
|
In July 2019, the Company sold its retained investments in the subordinate tranches of one securitization trust. As a result of the sale, the Company deconsolidated one of the securitization trusts. See Note 5, “Real Estate Securities, Available for Sale” for further information.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
|
Principal Amount
|
|
Carrying Value
|
|
Fair Value
|
|
Principal Amount
|
|
Carrying Value
|
|
Fair Value
|
||||||||||||
Financial assets:(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans and preferred equity held for investment, net
|
|
$
|
2,413,251
|
|
(2)
|
$
|
2,351,278
|
|
|
$
|
2,361,776
|
|
|
$
|
2,858,423
|
|
(2)
|
$
|
2,576,332
|
|
|
$
|
2,470,561
|
|
Financial liabilities:(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securitization bonds payable, net
|
|
$
|
840,423
|
|
|
$
|
833,671
|
|
|
$
|
840,423
|
|
|
$
|
840,423
|
|
|
$
|
833,153
|
|
|
$
|
840,423
|
|
Mortgage and other notes payable, net
|
|
1,156,777
|
|
|
1,152,851
|
|
|
1,156,461
|
|
|
1,260,267
|
|
|
1,256,112
|
|
|
1,260,675
|
|
||||||
Master repurchase facilities
|
|
1,260,419
|
|
|
1,260,419
|
|
|
1,260,419
|
|
|
1,099,233
|
|
|
1,099,233
|
|
|
1,099,233
|
|
(1)
|
The fair value of other financial instruments not included in this table is estimated to approximate their carrying value.
|
(2)
|
Excludes future funding commitments of $236.7 million and $276.6 million as of March 31, 2020 and December 31, 2019, respectively.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Loans and preferred equity held for investment, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,351,278
|
|
|
$
|
2,351,278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104,797
|
|
|
$
|
104,797
|
|
Loans held for sale
|
|
—
|
|
|
—
|
|
|
21,191
|
|
|
21,191
|
|
|
—
|
|
|
—
|
|
|
5,016
|
|
|
5,016
|
|
||||||||
Real estate, net
|
|
—
|
|
|
—
|
|
|
344,726
|
|
|
344,726
|
|
|
—
|
|
|
—
|
|
|
448,690
|
|
|
448,690
|
|
||||||||
Real estate assets held for sale
|
|
—
|
|
|
—
|
|
|
162,403
|
|
|
162,403
|
|
|
—
|
|
|
—
|
|
|
134,966
|
|
|
134,966
|
|
||||||||
Investments in unconsolidated ventures
|
|
—
|
|
|
—
|
|
|
195,393
|
|
|
195,393
|
|
|
—
|
|
|
—
|
|
|
211,024
|
|
|
211,024
|
|
||||||||
Deferred leasing costs and intangible assets, net
|
|
—
|
|
|
—
|
|
|
34,005
|
|
|
34,005
|
|
|
—
|
|
|
—
|
|
|
42,122
|
|
|
42,122
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Provision for loan losses:
|
|
|
|
|
||||
Loans and preferred equity held for investment, net
|
|
$
|
31,499
|
|
|
$
|
—
|
|
Loans held for sale
|
|
36,783
|
|
|
—
|
|
||
Total provision for loan losses
|
|
$
|
68,282
|
|
|
$
|
—
|
|
15.
|
Derivatives
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
|
Designated Hedges
|
|
Non-Designated Hedges
|
|
Total
|
|
Designated Hedges
|
|
Non-Designated Hedges
|
|
Total
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,122
|
|
|
$
|
4,122
|
|
Interest rate contracts
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Included in other assets
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
4,122
|
|
|
$
|
4,122
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,128
|
)
|
|
$
|
(29
|
)
|
|
$
|
(2,157
|
)
|
Interest rate contracts
|
|
—
|
|
|
(33,344
|
)
|
|
(33,344
|
)
|
|
—
|
|
|
(16,976
|
)
|
|
(16,976
|
)
|
||||||
Included in accrued and other liabilities
|
|
$
|
—
|
|
|
$
|
(33,344
|
)
|
|
$
|
(33,344
|
)
|
|
$
|
(2,128
|
)
|
|
$
|
(17,005
|
)
|
|
$
|
(19,133
|
)
|
Type of Derivatives
|
|
Notional Currency
|
|
Notional Amount (in thousands)
|
|
Range of Maturity Dates
|
||||||
Designated
|
|
Non-Designated
|
||||||||||
Interest Rate Swap
|
|
USD
|
|
$
|
—
|
|
|
$
|
366,730
|
|
|
April 2020 - August 2028
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Other gain (loss), net
|
|
|
|
|
||||
Non-designated foreign exchange contracts
|
|
$
|
(4,084
|
)
|
|
$
|
237
|
|
Non-designated interest rate contracts
|
|
(16,370
|
)
|
|
(4,083
|
)
|
||
|
|
$
|
(20,454
|
)
|
|
$
|
(3,846
|
)
|
Other income
|
|
|
|
|
||||
Non-designated foreign exchange contracts
|
|
$
|
8,738
|
|
|
$
|
—
|
|
|
|
$
|
8,738
|
|
|
$
|
—
|
|
Accumulated other comprehensive income (loss)
|
|
|
|
|
||||
Designated foreign exchange contracts
|
|
$
|
21,764
|
|
|
$
|
7,395
|
|
|
|
$
|
21,764
|
|
|
$
|
7,395
|
|
|
|
Gross Amounts of Assets (Liabilities) Included on Consolidated Balance Sheets
|
|
Gross Amounts Not Offset on Consolidated Balance Sheets
|
|
Net Amounts of Assets (Liabilities)
|
||||||||||
(Assets) Liabilities
|
|
Cash Collateral Pledged
|
||||||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
9
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
9
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
(33,344
|
)
|
|
$
|
9
|
|
|
$
|
33,335
|
|
|
$
|
—
|
|
|
|
$
|
(33,344
|
)
|
|
$
|
9
|
|
|
$
|
33,335
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
4,122
|
|
|
$
|
(2,157
|
)
|
|
$
|
—
|
|
|
$
|
1,965
|
|
|
|
$
|
4,122
|
|
|
$
|
(2,157
|
)
|
|
$
|
—
|
|
|
$
|
1,965
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
(2,157
|
)
|
|
$
|
2,157
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate contracts
|
|
(16,976
|
)
|
|
—
|
|
|
16,976
|
|
|
—
|
|
||||
|
|
$
|
(19,133
|
)
|
|
$
|
2,157
|
|
|
$
|
16,976
|
|
|
$
|
—
|
|
16.
|
Commitments and Contingencies
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Operating lease expense:
|
|
|
|
|
||||
Minimum lease expense
|
|
$
|
804
|
|
|
$
|
809
|
|
Variable lease expense
|
|
—
|
|
|
—
|
|
||
|
|
$
|
804
|
|
|
$
|
809
|
|
Remainder of 2020
|
|
$
|
2,390
|
|
2021
|
|
3,171
|
|
|
2022
|
|
3,199
|
|
|
2023
|
|
3,229
|
|
|
2024
|
|
2,338
|
|
|
2025 and thereafter
|
|
21,725
|
|
|
Total lease payments
|
|
36,052
|
|
|
Less: Present value discount
|
|
11,757
|
|
|
Operating lease liability (Note 8)
|
|
$
|
24,295
|
|
2020
|
|
$
|
3,232
|
|
2021
|
|
3,216
|
|
|
2022
|
|
3,244
|
|
|
2023
|
|
3,274
|
|
|
2024
|
|
2,383
|
|
|
2025 and thereafter
|
|
23,079
|
|
|
Total lease payments
|
|
38,428
|
|
|
Less: Present value discount
|
|
12,933
|
|
|
Operating lease liability (Note 8)
|
|
$
|
25,495
|
|
17.
|
Segment Reporting
|
•
|
Core Portfolio, which consists of the following four segments and remain unchanged from the prior segments:
|
◦
|
Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior mortgage loans, mezzanine loans, and preferred equity interests as well as participations in such loans. The segment also includes ADC loan arrangements accounted for as equity method investments.
|
◦
|
CRE Debt Securities securities investments currently consisting of BBB and some BB rated CMBS (including Non-Investment Grade “B-pieces” of a CMBS securitization pool), or CRE CLOs (including the junior tranches thereof, collateralized by pools of CRE debt investments).
|
◦
|
Net Leased Real Estate—direct investments in CRE with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes.
|
◦
|
Corporate—includes corporate-level asset management and other fees, related party and general and administrative expenses to the Core Portfolio only.
|
•
|
Legacy, Non-Strategic Portfolio—segment consists of direct investments in operating real estate such as multi-tenant office and multifamily residential assets such as real estate acquired in settlement of loans (“REO”) which the Company plans to exit. It also includes two portfolios of PE Investments and certain retail and other legacy loans originated prior to the Combination. This segment includes corporate-level asset management and other fees, related party and general and administrative expenses related to the Legacy, Non-Strategic Portfolio only.
|
|
|
Core
|
|
|
|
|
||||||||||||||||||||||
|
|
Senior and MezzanineLoans and Preferred Equity
|
|
CRE Debt Securities
|
|
Net Leased Real Estate
|
|
Corporate(1)
|
|
Total Core Portfolio
|
|
Legacy, Non-Strategic Portfolio
|
|
Total
|
||||||||||||||
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net interest income (expense)
|
|
$
|
23,483
|
|
|
$
|
5,543
|
|
|
$
|
—
|
|
|
$
|
(1,876
|
)
|
|
$
|
27,150
|
|
|
$
|
706
|
|
|
$
|
27,856
|
|
Property and other income
|
|
24
|
|
|
72
|
|
|
30,531
|
|
|
5
|
|
|
30,632
|
|
|
31,290
|
|
|
61,922
|
|
|||||||
Management fee expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,516
|
)
|
|
(6,516
|
)
|
|
(1,430
|
)
|
|
(7,946
|
)
|
|||||||
Property operating expense
|
|
(1
|
)
|
|
—
|
|
|
(3,683
|
)
|
|
—
|
|
|
(3,684
|
)
|
|
(18,847
|
)
|
|
(22,531
|
)
|
|||||||
Transaction, investment and servicing expense
|
|
(398
|
)
|
|
—
|
|
|
(143
|
)
|
|
(1,673
|
)
|
|
(2,214
|
)
|
|
(920
|
)
|
|
(3,134
|
)
|
|||||||
Interest expense on real estate
|
|
—
|
|
|
—
|
|
|
(8,461
|
)
|
|
—
|
|
|
(8,461
|
)
|
|
(4,617
|
)
|
|
(13,078
|
)
|
|||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
(11,153
|
)
|
|
—
|
|
|
(11,153
|
)
|
|
(6,823
|
)
|
|
(17,976
|
)
|
|||||||
Provision for loan losses
|
|
(31,499
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,499
|
)
|
|
(38,433
|
)
|
|
(69,932
|
)
|
|||||||
Impairment of operating real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,126
|
)
|
|
(4,126
|
)
|
|||||||
Administrative expense
|
|
(363
|
)
|
|
(535
|
)
|
|
(82
|
)
|
|
(3,151
|
)
|
|
(4,131
|
)
|
|
(2,907
|
)
|
|
(7,038
|
)
|
|||||||
Unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net
|
|
—
|
|
|
(19,906
|
)
|
|
—
|
|
|
454
|
|
|
(19,452
|
)
|
|
—
|
|
|
(19,452
|
)
|
|||||||
Other loss, net
|
|
—
|
|
|
(16,336
|
)
|
|
(4,084
|
)
|
|
(92
|
)
|
|
(20,512
|
)
|
|
350
|
|
|
(20,162
|
)
|
|||||||
Income (loss) before equity in earnings of unconsolidated ventures and income taxes
|
|
(8,754
|
)
|
|
(31,162
|
)
|
|
2,925
|
|
|
(12,849
|
)
|
|
(49,840
|
)
|
|
(45,757
|
)
|
|
(95,597
|
)
|
|||||||
Equity in earnings of unconsolidated ventures
|
|
14,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,074
|
|
|
3,093
|
|
|
17,167
|
|
|||||||
Income tax benefit (expense)
|
|
(361
|
)
|
|
—
|
|
|
198
|
|
|
—
|
|
|
(163
|
)
|
|
(1,548
|
)
|
|
(1,711
|
)
|
|||||||
Net income (loss)
|
|
$
|
4,959
|
|
|
$
|
(31,162
|
)
|
|
$
|
3,123
|
|
|
$
|
(12,849
|
)
|
|
$
|
(35,929
|
)
|
|
$
|
(44,212
|
)
|
|
$
|
(80,141
|
)
|
(1)
|
Includes income earned from the CRE securities purchased at a discount, recognized using the effective interest method had the transaction been recorded as an available for sale security, at amortized cost. During the three months ended March 31, 2020, $0.5 million, was attributable to discount accretion income and was eliminated in consolidation in the corporate segment. The corresponding interest expense is recorded in net interest income in the Corporate column.
|
|
|
Core
|
|
|
|
|||||||||||||||||||||||
|
|
Senior and MezzanineLoans and Preferred Equity
|
|
CRE Debt Securities
|
|
Net Leased Real Estate
|
|
Corporate(1)
|
|
Total Core Portfolio
|
|
Legacy, Non-Strategic Portfolio
|
|
Total
|
||||||||||||||
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net interest income (expense)
|
|
$
|
15,882
|
|
|
$
|
5,312
|
|
|
$
|
—
|
|
|
$
|
(2,858
|
)
|
|
$
|
18,336
|
|
|
$
|
3,622
|
|
|
$
|
21,958
|
|
Property and other income
|
|
93
|
|
|
67
|
|
|
29,904
|
|
|
—
|
|
|
30,064
|
|
|
33,247
|
|
|
63,311
|
|
|||||||
Management fee expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,086
|
)
|
|
(9,086
|
)
|
|
(2,272
|
)
|
|
(11,358
|
)
|
|||||||
Property operating expense
|
|
—
|
|
|
—
|
|
|
(8,946
|
)
|
|
—
|
|
|
(8,946
|
)
|
|
(19,234
|
)
|
|
(28,180
|
)
|
|||||||
Transaction, investment and servicing expense
|
|
(276
|
)
|
|
—
|
|
|
(45
|
)
|
|
267
|
|
|
(54
|
)
|
|
(475
|
)
|
|
(529
|
)
|
|||||||
Interest expense on real estate
|
|
—
|
|
|
—
|
|
|
(8,570
|
)
|
|
—
|
|
|
(8,570
|
)
|
|
(5,037
|
)
|
|
(13,607
|
)
|
|||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
(13,084
|
)
|
|
—
|
|
|
(13,084
|
)
|
|
(14,578
|
)
|
|
(27,662
|
)
|
|||||||
Administrative expense
|
|
(289
|
)
|
|
(387
|
)
|
|
(57
|
)
|
|
(2,905
|
)
|
|
(3,638
|
)
|
|
(3,015
|
)
|
|
(6,653
|
)
|
|||||||
Unrealized gain on mortgage loans and obligations held in securitization trusts, net
|
|
—
|
|
|
666
|
|
|
—
|
|
|
363
|
|
|
1,029
|
|
|
—
|
|
|
1,029
|
|
|||||||
Realized gain on mortgage loans and obligations held in securitization trusts, net
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||||
Other gain (loss), net
|
|
—
|
|
|
(4,070
|
)
|
|
235
|
|
|
8
|
|
|
(3,827
|
)
|
|
(1,252
|
)
|
|
(5,079
|
)
|
|||||||
Income (loss) before equity in earnings of unconsolidated ventures and income taxes
|
|
15,410
|
|
|
1,636
|
|
|
(563
|
)
|
|
(14,211
|
)
|
|
2,272
|
|
|
(8,994
|
)
|
|
(6,722
|
)
|
|||||||
Equity in earnings of unconsolidated ventures
|
|
18,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,368
|
|
|
2,942
|
|
|
21,310
|
|
|||||||
Income tax benefit (expense)
|
|
(12
|
)
|
|
—
|
|
|
2,382
|
|
|
(382
|
)
|
|
1,988
|
|
|
(1,619
|
)
|
|
369
|
|
|||||||
Net income (loss)
|
|
$
|
33,766
|
|
|
$
|
1,636
|
|
|
$
|
1,819
|
|
|
$
|
(14,593
|
)
|
|
$
|
22,628
|
|
|
$
|
(7,671
|
)
|
|
$
|
14,957
|
|
(1)
|
Includes income earned from the CRE securities purchased at a discount, recognized using the effective interest method had the transaction been recorded as an available for sale security, at amortized cost. During the three months ended March 31, 2019, $0.4 million was attributable to discount accretion income and was eliminated in consolidation in the corporate segment. The corresponding interest expense is recorded in net interest income in the Corporate column
|
|
|
Core
|
|
|
|
|
||||||||||||||||||||||
Total Assets
|
|
Senior and Mezzanine Loans and Preferred Equity(1)
|
|
CRE Debt Securities
|
|
Net Leased Real Estate
|
|
Corporate(2)
|
|
Total Core Portfolio
|
|
Legacy, Non-Strategic Portfolio(3)
|
|
Total
|
||||||||||||||
March 31, 2020
|
|
$
|
2,361,830
|
|
|
$
|
2,073,016
|
|
|
$
|
1,119,067
|
|
|
$
|
899,259
|
|
|
$
|
6,453,172
|
|
|
$
|
740,416
|
|
|
$
|
7,193,588
|
|
December 31, 2019
|
|
2,464,963
|
|
|
2,226,448
|
|
|
1,181,609
|
|
|
496,714
|
|
|
6,369,734
|
|
|
1,044,572
|
|
|
7,414,306
|
|
(1)
|
Includes investments in unconsolidated ventures totaling $577.2 million and $585.0 million as of March 31, 2020 and December 31, 2019, respectively.
|
(2)
|
Includes cash, unallocated receivables, deferred costs and other assets, net and the elimination of the subordinate tranches of the securitization trusts in consolidation.
|
(3)
|
Includes PE Investments totaling $8.8 million and $10.3 million as of March 31, 2020 and December 31, 2019, respectively.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Total income by geography:
|
|
|
|
|
||||
United States
|
|
$
|
124,953
|
|
|
$
|
148,790
|
|
Europe
|
|
20,795
|
|
|
12,681
|
|
||
Other
|
|
—
|
|
|
35
|
|
||
Total(1)
|
|
$
|
145,748
|
|
|
$
|
161,506
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Long-lived assets by geography:
|
|
|
|
|
||||
United States
|
|
$
|
1,062,789
|
|
|
$
|
1,282,189
|
|
Europe
|
|
262,706
|
|
|
315,369
|
|
||
Total(2)
|
|
$
|
1,325,495
|
|
|
$
|
1,597,558
|
|
(1)
|
Includes interest income, interest income on mortgage loans held in securitization trusts, property and other income and equity in earnings of unconsolidated ventures.
|
(2)
|
Long-lived assets are comprised of real estate and real estate related intangible assets, and excludes financial instruments and assets held for sale.
|
18.
|
Earnings Per Share
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net income (loss)
|
|
$
|
(80,141
|
)
|
|
$
|
14,957
|
|
Net (income) loss attributable to noncontrolling interests:
|
|
|
|
|
||||
Investment Entities
|
|
(523
|
)
|
|
298
|
|
||
Operating Partnership
|
|
1,892
|
|
|
(347
|
)
|
||
Net income (loss) attributable to Colony Credit Real Estate, Inc. common stockholders
|
|
$
|
(78,772
|
)
|
|
$
|
14,908
|
|
|
|
|
|
|
||||
Numerator:
|
|
|
|
|
||||
Net income allocated to participating securities (nonvested shares)
|
|
$
|
(322
|
)
|
|
$
|
(466
|
)
|
Net income (loss) attributable to common stockholders
|
|
$
|
(79,094
|
)
|
|
$
|
14,442
|
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted average shares outstanding(1)(2)
|
|
128,487
|
|
|
127,943
|
|
||
|
|
|
|
|
||||
Net income (loss) per common share - basic and diluted(2)
|
|
$
|
(0.62
|
)
|
|
$
|
0.11
|
|
(1)
|
For earnings per share, the Company assumes 44.4 million shares of Class B-3 common stock were outstanding prior to January 31, 2018 to reflect the standalone pre-merger financial information of the CLNY Investment Entities, the Company’s predecessor for accounting purposes. On February 1, 2019, the Class B-3 common stock automatically converted to Class A common stock on a one-for-one basis.
|
(2)
|
Excludes 3,075,623 CLNC OP Units, which are redeemable for cash, or at the Company’s option, shares of Class A common stock on a one-for-one basis, and therefore would not be dilutive.
|
19.
|
Subsequent Events
|
•
|
Senior Mortgage Loans. We focus on originating and selectively acquiring senior mortgage loans that are backed by CRE assets. These loans are secured by a first mortgage lien on a commercial property and provide mortgage financing to a commercial property developer or owner. The loans may vary in duration, bear interest at a fixed or floating rate and amortize, if at all, over varying periods, often with a balloon payment of principal at maturity. Senior mortgage loans include junior participations in our originated senior loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio. We believe these junior participations are more like the senior mortgage loans we originate than other loan types given their credit quality and risk profile.
|
•
|
Mezzanine Loans. We may originate or acquire mezzanine loans, which are structurally subordinate to senior loans, but senior to the borrower’s equity position. Mezzanine loans may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We may also pursue equity participation opportunities in instances when the risk-reward characteristics of the investment warrant additional upside participation in the possible appreciation in value of the underlying assets securing the investment.
|
•
|
Preferred Equity. We may make investments that are subordinate to senior and mezzanine loans, but senior to the common equity in the mortgage borrower. Preferred equity investments may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We also may pursue equity participation opportunities in preferred equity investments, like such participations in mezzanine loans.
|
•
|
CRE Debt Securities. We may make investments that consist of bonds comprising certain tranches of CRE securitization pools, such as CMBS (including Non-Investment Grade “B-pieces” of a CMBS securitization pool) or CRE CLOs (including the junior tranches thereof, collateralized by pools of CRE debt instruments). These bonds may be investment grade or below investment grade and are collateralized by CRE debt, typically secured by senior mortgage loans and may be fixed rate or floating rate securities. Due to their first-loss position, CMBS B-pieces are typically offered at a discount to par. These investments typically carry a 10-year weighted average life due to prepayment restrictions. We generally intend to hold these investments through maturity, but may, from time to time, opportunistically sell positions should liquidity become available or be required.
|
•
|
Net Leased Real Estate. We may also invest directly in well-located commercial real estate with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. In addition, tenants of our properties typically pay rent increases based on: (1) increases in the consumer price index (typically subject to ceilings), (2) fixed increases, or (3) additional rent calculated as a percentage of the tenants’ gross sales above a specified level. We believe that a portfolio of properties under long-term, net lease agreements generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.
|
•
|
Core Portfolio, which consists of the following four segments and remain unchanged from the prior segments:
|
◦
|
Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior mortgage loans, mezzanine loans, and preferred equity interests as well as participations in such loans. The segment also includes acquisition, development and construction (“ADC”) arrangements accounted for as equity method investments.
|
◦
|
CRE Debt Securities— securities investments currently consisting of BBB and some BB rated CMBS (including Non-Investment Grade “B-pieces” of a CMBS securitization pool) or CRE CLOs (including the junior tranches thereof, collateralized by pools of CRE debt investments).
|
◦
|
Net Leased Real Estate—direct investments in commercial real estate with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes.
|
◦
|
Corporate—includes corporate-level asset management and other fees including expenses related to our secured revolving credit facility, related party and general and administrative expenses to the Core Portfolio only.
|
•
|
Legacy, Non-Strategic Portfolio—segment consists of direct investments in operating real estate such as multi-tenant office and multifamily residential assets such as real estate acquired in settlement of loans which we plan to exit. It also includes two portfolios of private equity funds (“PE Investments”) and certain retail and other legacy loans originated prior to the Combination. This segment also includes corporate-level asset management and other fees including expenses related to secured revolving credit facility, related party and general and administrative expenses related to the Legacy, Non-Strategic Portfolio only.
|
•
|
Generated U.S. GAAP net loss of $(35.0) million, or $(0.27) per share and Core Earnings of $46.2 million, or $0.35 per share;
|
•
|
Dividend payments of $39.5 million for the three months ended March 31, 2020; and suspended monthly dividends beginning with the monthly period ended April 30, 2020;
|
•
|
At March 31, 2020 our current expected credit loss reserve (“CECL”) calculated by our probability of default (“PD”)/loss given default (“LGD”) model for our outstanding loans and future loan funding commitments is $52.2 million, or $0.41 per share, which is 2.0% of the aggregate commitment amount of our loan portfolio;
|
•
|
Three loans totaling $67.8 million in carrying value repaid in full during the three months ended March 31, 2020, consisting of two senior loans and one mezzanine construction loan;
|
•
|
We modified our Bank Credit Facility and Master Repurchase Facilities in anticipation of COVID-19 uncertainties;
|
•
|
We also modified certain aspects of our CMBS Credit Facilities. These modifications were done in conjunction with paydowns of those facilities, which totaled $73.9 million. We also paid a total of $48.9 million in margin calls;
|
•
|
Made a protective advance totaling $12.9 million on our Los Angeles Mixed-use project. See “Los Angeles Construction Loan and Preferred Equity Investment” in “Our Core Portfolio” below; and
|
•
|
In April 2020, we unwound a portion of our interest rate swaps and in connection with this we will realize a loss of $16.4 million during the second quarter of 2020, which was previously recorded as an unrealized loss as of March 31, 2020.
|
•
|
Generated U.S. GAAP net loss of $(43.8) million, or $(0.35) per share, and Legacy, Non-Strategic Earnings loss of $(34.7) million, or $(0.26) per share;
|
•
|
Sold ten investments (five real estate properties and five loans) for a total gross sales price of $254 million and a net loss of $3.6 million;
|
•
|
Subsequent to March 31, 2020, sold two loans for total gross proceeds of $23.5 million and a projected gain on sale of $6.8 million and one real estate property for total gross proceeds of $1.0 million and a projected loss on sale of $0.1 million;
|
•
|
During the three months ended March 31, 2020, given the immediate and significant detrimental impact of COVID-19, we recorded a $36.8 million provision for loan loss related to our four NY hospitality loans. On April 22, 2020, we closed on a discounted payoff of the total investment interests, realizing on such provision for loan loss; and
|
•
|
Classified 19 operating real estate properties and three loans totaling $139 million as held for sale;
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||||||||||
|
|
Core Portfolio
|
|
Legacy, Non-Strategic Portfolio
|
|
Total
|
|
Core Portfolio
|
|
Legacy, Non-Strategic Portfolio
|
|
Total
|
||||||||||||
Net interest income
|
|
$
|
27,150
|
|
|
$
|
706
|
|
|
$
|
27,856
|
|
|
$
|
18,336
|
|
|
$
|
3,622
|
|
|
$
|
21,958
|
|
Property and other income
|
|
30,632
|
|
|
31,290
|
|
|
61,922
|
|
|
30,064
|
|
|
33,247
|
|
|
63,311
|
|
||||||
Management fee expense
|
|
(6,516
|
)
|
|
(1,430
|
)
|
|
(7,946
|
)
|
|
(9,086
|
)
|
|
(2,272
|
)
|
|
(11,358
|
)
|
||||||
Property operating expense
|
|
(3,684
|
)
|
|
(18,847
|
)
|
|
(22,531
|
)
|
|
(8,946
|
)
|
|
(19,234
|
)
|
|
(28,180
|
)
|
||||||
Transaction, investment and servicing expense
|
|
(2,214
|
)
|
|
(920
|
)
|
|
(3,134
|
)
|
|
(54
|
)
|
|
(475
|
)
|
|
(529
|
)
|
||||||
Interest expense on real estate
|
|
(8,461
|
)
|
|
(4,617
|
)
|
|
(13,078
|
)
|
|
(8,570
|
)
|
|
(5,037
|
)
|
|
(13,607
|
)
|
||||||
Depreciation and amortization
|
|
(11,153
|
)
|
|
(6,823
|
)
|
|
(17,976
|
)
|
|
(13,084
|
)
|
|
(14,578
|
)
|
|
(27,662
|
)
|
||||||
Provision for loan losses
|
|
(31,499
|
)
|
|
(38,433
|
)
|
|
(69,932
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impairment of operating real estate
|
|
—
|
|
|
(4,126
|
)
|
|
(4,126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Administrative expense
|
|
(4,131
|
)
|
|
(2,907
|
)
|
|
(7,038
|
)
|
|
(3,638
|
)
|
|
(3,015
|
)
|
|
(6,653
|
)
|
||||||
Unrealized gain on mortgage loans and obligations held in securitization trusts, net
|
|
(19,452
|
)
|
|
—
|
|
|
(19,452
|
)
|
|
1,029
|
|
|
—
|
|
|
1,029
|
|
||||||
Realized gain (loss) on mortgage loans and obligations held in securitization trusts, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||
Other gain (loss) on investments, net
|
|
(20,512
|
)
|
|
350
|
|
|
(20,162
|
)
|
|
(3,827
|
)
|
|
(1,252
|
)
|
|
(5,079
|
)
|
||||||
Income (loss) before equity in earnings of unconsolidated ventures and income taxes
|
|
(49,840
|
)
|
|
(45,757
|
)
|
|
(95,597
|
)
|
|
2,272
|
|
|
(8,994
|
)
|
|
(6,722
|
)
|
||||||
Equity in earnings (loss) of unconsolidated ventures
|
|
14,074
|
|
|
3,093
|
|
|
17,167
|
|
|
18,368
|
|
|
2,942
|
|
|
21,310
|
|
||||||
Income tax benefit (expense)
|
|
(163
|
)
|
|
(1,548
|
)
|
|
(1,711
|
)
|
|
1,988
|
|
|
(1,619
|
)
|
|
369
|
|
||||||
Net income (loss)
|
|
$
|
(35,929
|
)
|
|
$
|
(44,212
|
)
|
|
$
|
(80,141
|
)
|
|
$
|
22,628
|
|
|
$
|
(7,671
|
)
|
|
$
|
14,957
|
|
|
|
Count(1)
|
|
Book value
(Consolidated)
|
|
Book value
(at CLNC share)(2)
|
|
Net book value (Consolidated)(3)
|
|
Net book value (at CLNC share)(4)
|
|||||||||
Core Portfolio
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Senior mortgage loans(5)
|
|
35
|
|
|
$
|
2,281,164
|
|
|
$
|
2,281,164
|
|
|
$
|
663,979
|
|
|
$
|
663,979
|
|
Mezzanine loans(5)
|
|
9
|
|
|
318,182
|
|
|
318,182
|
|
|
318,182
|
|
|
318,182
|
|
||||
Preferred equity and other loans(5)(6)
|
|
9
|
|
|
267,783
|
|
|
267,783
|
|
|
267,783
|
|
|
267,783
|
|
||||
CRE debt securities
|
|
51
|
|
|
270,175
|
|
|
270,175
|
|
|
72,783
|
|
|
72,783
|
|
||||
Net leased real estate
|
|
6
|
|
|
1,059,563
|
|
|
1,045,596
|
|
|
326,212
|
|
|
321,123
|
|
||||
Total/Weighted average Core Portfolio
|
|
110
|
|
|
$
|
4,196,867
|
|
|
$
|
4,182,900
|
|
|
$
|
1,648,939
|
|
|
$
|
1,643,850
|
|
(1)
|
Count for net leased real estate represents number of investments.
|
(2)
|
Book value at our share represents the proportionate book value based on ownership by asset as of March 31, 2020.
|
(3)
|
Net book value represents book value less any associated financing as of March 31, 2020.
|
(4)
|
Net book value at our share represents the proportionate book value based on asset ownership less any associated financing based on ownership as of March 31, 2020.
|
(5)
|
Senior mortgage loans, mezzanine loans, and preferred equity include investments in joint ventures whose underlying interest is in a loan or preferred equity.
|
(6)
|
Preferred equity balances include $28.0 million of book value at our share attributable to related equity participation interests.
|
Investment Type
|
|
Property Type
|
|
|
|
Geography
|
|
(1)
|
Senior mortgage loans include junior participations in our originated senior mortgage loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio and contiguous mezzanine loans where we own both the senior and junior loan positions. We believe these investments are more similar to the senior mortgage loans we originate than other loan types given their credit quality and risk profile.
|
(2)
|
Mezzanine loans include other subordinated loans.
|
(3)
|
Preferred equity balances include $28.0 million of book value at our share attributable to related equity participation interests.
|
(4)
|
Other contains one corporate term loan secured by the borrower’s limited partnership interests in a fund.
|
(5)
|
Other includes commercial and residential development and predevelopment assets, one corporate term loan secured by the borrower’s limited partnership interests in a fund, and a preferred equity investment in a loan origination platform.
|
1.
|
Very Low Risk—The loan is performing as agreed. The underlying property performance has exceeded underwritten expectations with very strong NOI, debt service coverage ratio, debt yield and occupancy metrics. Sponsor is investment grade, very well capitalized, and employs very experienced management team.
|
2.
|
Low Risk—The loan is performing as agreed. The underlying property performance has met or exceeds underwritten expectations with high occupancy at market rents, resulting in consistent cash flow to service the debt. Strong sponsor that is well capitalized with experienced management team.
|
3.
|
Average Risk—The loan is performing as agreed. The underlying property performance is consistent with underwriting expectations. The property generates adequate cash flow to service the debt, and/or there is a sufficient reserve or loan structure to provide time for sponsor to execute the business plan. Sponsor has routinely met its obligations and has experience owning/operating similar real estate.
|
4.
|
High Risk/Delinquent/Potential for Loss—The loan is in excess of 30 days delinquent and/or has a risk of a principal loss. The underlying property performance is behind underwritten expectations. Loan covenants may require occasional waivers/modifications. Sponsor has been unable to execute its business plan and local market fundamentals have deteriorated. Operating cash flow is not sufficient to service the debt and debt service payments may be coming from sponsor equity/loan reserves.
|
5.
|
Impaired/Defaulted/Loss Likely—The loan is in default or a default is imminent, and has a high risk of a principal loss, or has incurred a principal loss. The underlying property performance is significantly worse than underwritten expectation and sponsor has failed to execute its business plan. The property has significant vacancy and current cash flow does not support debt service. Local market fundamentals have significantly deteriorated resulting in depressed comparable property valuations versus underwriting.
|
|
|
|
|
Carrying Value (at CLNC share)(1)
|
|
|
||||||||||||||||
Risk Ranking
|
|
Count(1)
|
|
Senior mortgage loans(2)
|
|
Mezzanine loans
|
|
Preferred equity and other loans
|
|
Total
|
|
% of Core Portfolio
|
||||||||||
3
|
|
11
|
|
|
$
|
696,279
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
696,279
|
|
|
24.3
|
%
|
4
|
|
37
|
|
|
1,585,066
|
|
|
159,671
|
|
|
235,730
|
|
|
1,980,467
|
|
|
69.1
|
%
|
||||
5
|
|
3
|
|
|
27,500
|
|
|
130,831
|
|
|
31,703
|
|
|
190,034
|
|
|
6.6
|
%
|
||||
|
|
51
|
|
|
$
|
2,308,845
|
|
|
$
|
290,502
|
|
|
$
|
267,433
|
|
|
$
|
2,866,780
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average risk ranking
|
|
|
|
|
|
|
|
|
|
|
|
3.8
|
|
(1)
|
Count excludes two equity participations held in joint ventures with a combined carrying value (at CLNC share) of $0.3 million which were not assigned risk rankings.
|
(2)
|
Includes one mezzanine loan totaling $27.7 million where we are also the senior lender.
|
|
|
Collateral type
|
|
Origination Date
|
|
City, State
|
|
Carrying value(1)
|
|
Principal balance
|
|
Coupon type
|
|
Cash Coupon(2)
|
|
Unlevered all-in yield(3)
|
|
Extended maturity date
|
|
Loan-to-value(4)
|
|
Q1 2020/Q4 2019 Risk ranking(5)
|
||||
Senior loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan 1
|
|
Hotel
|
|
1/2/2018
|
|
San Jose, CA
|
|
$
|
173,434
|
|
|
$
|
173,485
|
|
|
Floating
|
|
4.3%
|
|
5.3%
|
|
1/9/2023
|
|
62%
|
|
4/3
|
Loan 2
|
|
Multifamily
|
|
6/21/2019
|
|
Milpitas, CA
|
|
172,905
|
|
|
175,567
|
|
|
Floating
|
|
3.1%
|
|
5.5%
|
|
7/9/2024
|
|
72%
|
|
3/3
|
||
Loan 3(6)
|
|
Other (Mixed-use)
|
|
10/17/2018
|
|
Dublin, Ireland
|
|
171,386
|
|
|
171,006
|
|
|
Fixed
|
|
8.0%
|
|
15.0%
|
|
12/31/2023
|
|
96%
|
|
4/3
|
||
Loan 4
|
|
Hotel
|
|
10/29/2018
|
|
San Diego, CA
|
|
136,520
|
|
|
142,661
|
|
|
Floating
|
|
4.8%
|
|
6.9%
|
|
10/9/2024
|
|
71%
|
|
4/4
|
||
Loan 5
|
|
Hotel
|
|
6/28/2018
|
|
Berkeley, CA
|
|
117,256
|
|
|
120,000
|
|
|
Floating
|
|
3.2%
|
|
5.2%
|
|
7/9/2025
|
|
66%
|
|
4/3
|
||
Loan 6
|
|
Industrial
|
|
9/19/2019
|
|
New York, NY
|
|
113,343
|
|
|
116,000
|
|
|
Floating
|
|
3.1%
|
|
5.8%
|
|
9/19/2024
|
|
76%
|
|
3/3
|
|
|
Collateral type
|
|
Origination Date
|
|
City, State
|
|
Carrying value(1)
|
|
Principal balance
|
|
Coupon type
|
|
Cash Coupon(2)
|
|
Unlevered all-in yield(3)
|
|
Extended maturity date
|
|
Loan-to-value(4)
|
|
Q1 2020/Q4 2019 Risk ranking(5)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred equity & other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan 45
|
|
Industrial
|
|
9/1/2016
|
|
Various - U.S.
|
|
$
|
100,560
|
|
|
$
|
98,386
|
|
|
Fixed
|
|
14.1%
|
|
14.2%
|
|
9/2/2027
|
|
n/a
|
|
4/3
|
Loan 46
|
|
Office
|
|
5/8/2018
|
|
Various - N.Y.
|
|
78,351
|
|
|
99,190
|
|
|
Fixed
|
|
7.0%
|
|
12.0%
|
|
6/5/2027
|
|
n/a
|
|
4/4
|
||
Loan 47(6)
|
|
Other (Mixed-use)
|
|
7/14/2017
|
|
Los Angeles, CA
|
|
31,703
|
|
|
26,789
|
|
|
Fixed
|
|
10.0%
|
|
13.0%
|
|
7/9/2022
|
|
n/a
|
|
5/4
|
||
Loan 48(6)(8)
|
|
Industrial
|
|
9/1/2016
|
|
Various - U.S.
|
|
24,300
|
|
|
—
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
9/2/2027
|
|
n/a
|
|
4/3
|
||
Loan 49
|
|
Office
|
|
8/22/2018
|
|
Las Vegas, NV
|
|
17,101
|
|
|
17,711
|
|
|
Fixed
|
|
8.0%
|
|
15.5%
|
|
9/9/2023
|
|
n/a
|
|
4/3
|
||
Loan 50
|
|
Other
|
|
6/28/2019
|
|
Various - U.S.
|
|
11,769
|
|
|
12,731
|
|
|
Fixed
|
|
10.0%
|
|
15.3%
|
|
5/28/2024
|
|
n/a
|
|
4/3
|
||
Loan 51(8)
|
|
Office
|
|
7/20/2018
|
|
Dublin, Ireland
|
|
3,650
|
|
|
—
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
12/20/2021
|
|
n/a
|
|
4/2
|
||
Loan 52
|
|
Other
|
|
5/2/2019
|
|
Various - U.S.
|
|
333
|
|
|
—
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
||
Loan 53(8)
|
|
Hotel
|
|
10/24/2014
|
|
Austin, TX
|
|
16
|
|
|
—
|
|
|
Fixed
|
|
n/a
|
|
0.0%
|
|
n/a
|
|
n/a
|
|
n/a
|
||
Total/Weighted average preferred equity & other loans(9)
|
|
$
|
267,783
|
|
|
$
|
254,807
|
|
|
|
|
|
|
12.0%
|
|
5/6/2026
|
|
—
|
|
4.1/3.4
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total/Weighted average senior and mezzanine loans and preferred equity - Core Portfolio
|
|
$
|
2,867,129
|
|
|
$
|
2,899,058
|
|
|
|
|
|
|
7.5%
|
|
4/19/2024
|
|
—
|
|
3.8/3.1
|
(1)
|
Represents carrying values at our share as of March 31, 2020.
|
(2)
|
Represents the stated coupon rate for loans; for floating rate loans, does not include USD 1-month London Interbank Offered Rate (“LIBOR”) which was 0.99% as of March 31, 2020.
|
(3)
|
In addition to the stated cash coupon rate, unlevered all-in yield includes non-cash payment in-kind interest income and the accrual of origination, extension and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of March 31, 2020 for weighted average calculations.
|
(4)
|
Except for construction loans, senior loans reflect the initial loan amount divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent as-is appraisal. Mezzanine loans include attachment loan-to-value and detachment loan-to-value, respectively. Attachment loan-to-value reflects initial funding of loans senior to our position divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent appraisal. Detachment loan-to-value reflects the cumulative initial funding of our loan and the loans senior to our position divided by the as-is value as of the date the loan was originated, or the cumulative principal amount divided by the appraised value as of the date of the most recent appraisal.
|
(5)
|
On a quarterly basis, the Company’s senior and mezzanine loans and preferred equity are rated “1” through “5,” from less risk to greater risk. Represents risk ranking as of March 31, 2020 and December 31, 2019, respectively.
|
(6)
|
Construction senior loans’ loan-to-value reflect the total commitment amount of the loan divided by the as completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Construction mezzanine loans include attachment loan-to-value and detachment loan-to-value, respectively. Attachment loan-to-value reflects the total commitment amount of loans senior to our position divided by as-completed appraised value, or the total commitment amount of loans senior to our position divided by projected total cost basis. Detachment loan-to-value reflect the cumulative commitment amount of our loan and the loans senior to our position divided by as-completed appraised value, or the cumulative commitment amount of our loan and loans senior to our position divided by projected total cost basis.
|
(7)
|
Loans 27 and 40 are on non-accrual status as of March 31, 2020; as such, no income is being recognized.
|
(8)
|
Represents equity participation interests related to senior loans, mezzanine loans and/or preferred equity investments.
|
(9)
|
Weighted average calculation for preferred equity and other loans excludes equity participation interests.
|
|
|
Book value (at CLNC share)
|
|
|
|||||||||||
Collateral property type
|
|
Senior mortgage loans
|
|
Mezzanine loans and preferred equity (1)
|
|
Total
|
|
% of Total
|
|||||||
Office
|
|
$
|
749,268
|
|
|
$
|
135,770
|
|
|
$
|
885,038
|
|
|
31.0
|
%
|
Multifamily
|
|
653,836
|
|
|
92,939
|
|
|
746,775
|
|
|
26.0
|
%
|
|||
Hotel
|
|
527,207
|
|
|
39,042
|
|
|
566,249
|
|
|
19.7
|
%
|
|||
Industrial
|
|
113,343
|
|
|
124,860
|
|
|
238,203
|
|
|
8.3
|
%
|
|||
Other(2)
|
|
237,510
|
|
|
193,354
|
|
|
430,864
|
|
|
15.0
|
%
|
|||
Total
|
|
$
|
2,281,164
|
|
|
$
|
585,965
|
|
|
$
|
2,867,129
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Book value (at CLNC share)
|
|
|
|||||||||||
Region
|
|
Senior mortgage loans
|
|
Mezzanine loans and preferred equity (1)
|
|
Total
|
|
% of Total
|
|||||||
US West
|
|
$
|
1,282,213
|
|
|
$
|
351,354
|
|
|
$
|
1,633,567
|
|
|
57.0
|
%
|
US Northeast
|
|
493,645
|
|
|
94,334
|
|
|
587,979
|
|
|
20.5
|
%
|
|||
US Southwest
|
|
254,092
|
|
|
16,582
|
|
|
270,674
|
|
|
9.4
|
%
|
|||
US Southeast
|
|
52,328
|
|
|
31,086
|
|
|
83,414
|
|
|
2.9
|
%
|
|||
US Midwest
|
|
27,500
|
|
|
40,194
|
|
|
67,694
|
|
|
2.4
|
%
|
|||
Europe
|
|
171,386
|
|
|
40,317
|
|
|
211,703
|
|
|
7.4
|
%
|
|||
US Other(3)
|
|
—
|
|
|
12,098
|
|
|
12,098
|
|
|
0.4
|
%
|
|||
Total
|
|
$
|
2,281,164
|
|
|
$
|
585,965
|
|
|
$
|
2,867,129
|
|
|
100.0
|
%
|
(1)
|
Mezzanine loans and preferred equity also contains one corporate term loan secured by the borrower’s limited partnership interests in a fund and a preferred equity investment in a loan origination platform.
|
(2)
|
Other includes commercial and residential development and predevelopment assets, one corporate term loan secured by the borrower’s limited partnership interests in a fund, and a preferred equity investment in a loan origination platform.
|
(3)
|
US Other contains one corporate term loan secured by the borrower’s limited partnership interests in a fund and a preferred equity investment in a loan origination platform.
|
Interest Rate Category
|
|
Property Type
|
|
|
|
Geography
|
|
(1)
|
Other includes commercial and residential development and predevelopment assets, one corporate term loan secured by the borrower’s limited partnership interests in a fund, and a preferred equity investment in a loan origination platform.
|
(2)
|
Other contains one corporate term loan secured by the borrower’s limited partnership interests in a fund and a preferred equity investment in a loan origination platform.
|
|
|
Carrying Values at March 31, 2020
|
|
|
|
|
||||||||||||||
Collateral property type
|
|
April Interest - Paid(1)
|
|
April Interest - Utilized Reserves(2)
|
|
April Interest - Delinquent
|
|
Total
|
|
Count(3)
|
|
Average Risk Ranking
|
||||||||
Hotel
|
|
$
|
100,185
|
|
|
$
|
438,548
|
|
|
$
|
27,500
|
|
|
$
|
566,233
|
|
|
7
|
|
4.1
|
Industrial
|
|
238,203
|
|
|
—
|
|
|
—
|
|
|
238,203
|
|
|
3
|
|
3.5
|
||||
Multifamily
|
|
746,775
|
|
|
—
|
|
|
—
|
|
|
746,775
|
|
|
16
|
|
3.7
|
||||
Office
|
|
885,038
|
|
|
—
|
|
|
—
|
|
|
885,038
|
|
|
19
|
|
3.6
|
||||
Other(4)
|
|
430,531
|
|
|
—
|
|
|
—
|
|
|
430,531
|
|
|
6
|
|
3.8
|
||||
Total
|
|
$
|
2,400,732
|
|
|
$
|
438,548
|
|
|
$
|
27,500
|
|
|
$
|
2,866,780
|
|
|
51
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
% of Total
|
|
83.7
|
%
|
|
15.3
|
%
|
|
1.0
|
%
|
|
100.0
|
%
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Carrying Values at March 31, 2020
|
|
|
|
|
||||||||||||||
Senior loans, mezzanine loans and preferred equity
|
|
April Interest - Paid(1)
|
|
April Interest - Utilized Reserves(2)
|
|
April Interest - Delinquent
|
|
Total
|
|
Count(3)
|
|
Average Risk Ranking
|
||||||||
Senior mortgage loans(5)
|
|
$
|
1,854,135
|
|
|
$
|
427,210
|
|
|
$
|
27,500
|
|
|
$
|
2,308,845
|
|
|
36
|
|
3.7
|
Mezzanine loans
|
|
279,164
|
|
|
11,338
|
|
|
—
|
|
|
290,502
|
|
|
8
|
|
4.5
|
||||
Preferred equity and other loans
|
|
267,433
|
|
|
—
|
|
|
—
|
|
|
267,433
|
|
|
7
|
|
4.1
|
||||
Total
|
|
$
|
2,400,732
|
|
|
$
|
438,548
|
|
|
$
|
27,500
|
|
|
$
|
2,866,780
|
|
|
51
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
% of Total
|
|
83.7
|
%
|
|
15.3
|
%
|
|
1.0
|
%
|
|
100.0
|
%
|
|
|
|
|
(1)
|
Includes three multifamily senior loans with a total carrying value of $164.7 million in which the borrower needed to contribute cash to satisfy the April 2020 debt service due to net operating income shortfalls of the property.
|
(2)
|
Includes one hospitality senior loan with a carrying value of $117.3 million in which the company made a property protection advance for April 2020 debt service.
|
(3)
|
Count excludes two equity participations held in joint ventures with a combined carrying value (at CLNC share) of $0.3 million which were not assigned risk rankings.
|
(4)
|
Other includes five loans totaling $418.7 million secured by commercial and residential development and predevelopment properties and one $11.8 million corporate term loan secured by the borrower’s limited partnership interests in a fund.
|
(5)
|
Includes one mezzanine loan totaling $27.7 million where we are also the senior lender.
|
|
|
|
|
|
|
Weighted Average(1)
|
||||||||||||
CRE Debt Securities by ratings category(2)
|
|
Number of Securities
|
|
Book value
|
|
Cash coupon
|
|
Unlevered all-in yield
|
|
Remaining term
|
|
Ratings
|
||||||
Investment grade rated (BBB)
|
|
39
|
|
|
$
|
158,711
|
|
|
3.2
|
%
|
|
6.4
|
%
|
|
6.3
|
|
|
BBB-
|
Non-investment grade rated (BB)
|
|
4
|
|
|
20,861
|
|
|
3.3
|
%
|
|
12.1
|
%
|
|
4.9
|
|
|
BB | B
|
|
“B-pieces” of CMBS securitization pools
|
|
8
|
|
|
90,603
|
|
|
4.6
|
%
|
|
10.1
|
%
|
|
5.6
|
|
|
—
|
|
Total/Weighted Average
|
|
51
|
|
|
$
|
270,175
|
|
|
3.7
|
%
|
|
8.1
|
%
|
|
6.0
|
|
|
—
|
(1)
|
Weighted average metrics weighted by book value, except for cash coupon which is weighted by principal balance.
|
(2)
|
As of March 31, 2020, all CRE debt securities consisted of CMBS.
|
|
|
Count
|
|
Carrying Value(1)
|
|
NOI/EBITDA for the three months ended March 31, 2020 (2)
|
|||||
Net leased real estate
|
|
6
|
|
|
$
|
1,045,596
|
|
|
$
|
17,577
|
|
Total/Weighted average net leased real estate - Core Portfolio
|
|
6
|
|
|
$
|
1,045,596
|
|
|
$
|
17,577
|
|
(1)
|
Represents carrying values at our share as of March 31, 2020; includes real estate tangible assets, deferred leasing costs and other intangible assets less intangible liabilities.
|
(2)
|
Net operating income is defined as property operating income excluding above/below market lease amortization less property operating expense. EBITDA is defined as net property operating income excluding interest, tax expense, depreciation and amortization. Please refer to “Non-GAAP Supplemental Financial Measures” for further information on NOI/EBITDA.
|
(1)
|
Represents the percent leased as of March 31, 2020. Weighted average calculation based on carrying value at our share as of March 31, 2020.
|
(2)
|
Based on in-place leases (defined as occupied and paying leases) as of March 31, 2020 and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of March 31, 2020.
|
Property Type
|
|
Geography
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
Net interest income
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
44,400
|
|
|
$
|
32,998
|
|
|
$
|
11,402
|
|
|
34.6
|
%
|
Interest expense
|
|
(19,746
|
)
|
|
(17,503
|
)
|
|
(2,243
|
)
|
|
12.8
|
%
|
|||
Interest income on mortgage loans held in securitization trusts
|
|
20,555
|
|
|
38,476
|
|
|
(17,921
|
)
|
|
(46.6
|
)%
|
|||
Interest expense on mortgage obligations issued by securitization trusts
|
|
(18,059
|
)
|
|
(35,635
|
)
|
|
17,576
|
|
|
(49.3
|
)%
|
|||
Net interest income
|
|
27,150
|
|
|
18,336
|
|
|
8,814
|
|
|
48.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Property and other income
|
|
|
|
|
|
|
|
|
|||||||
Property operating income
|
|
21,512
|
|
|
29,903
|
|
|
(8,391
|
)
|
|
(28.1
|
)%
|
|||
Other income
|
|
9,120
|
|
|
161
|
|
|
8,959
|
|
|
n.m.
|
|
|||
Total property and other income
|
|
30,632
|
|
|
30,064
|
|
|
568
|
|
|
1.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
|
|||||||
Management fee expense
|
|
6,516
|
|
|
9,086
|
|
|
(2,570
|
)
|
|
(28.3
|
)%
|
|||
Property operating expense
|
|
3,684
|
|
|
8,946
|
|
|
(5,262
|
)
|
|
(58.8
|
)%
|
|||
Transaction, investment and servicing expense
|
|
2,214
|
|
|
54
|
|
|
2,160
|
|
|
n.m.
|
|
|||
Interest expense on real estate
|
|
8,461
|
|
|
8,570
|
|
|
(109
|
)
|
|
(1.3
|
)%
|
|||
Depreciation and amortization
|
|
11,153
|
|
|
13,084
|
|
|
(1,931
|
)
|
|
(14.8
|
)%
|
|||
Provision for loan losses
|
|
31,499
|
|
|
—
|
|
|
31,499
|
|
|
n.m.
|
|
|||
Administrative expense
|
|
4,131
|
|
|
3,638
|
|
|
493
|
|
|
13.6
|
%
|
|||
Total expenses
|
|
67,658
|
|
|
43,378
|
|
|
24,280
|
|
|
56.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Other income (loss)
|
|
|
|
|
|
|
|
|
|||||||
Unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net
|
|
(19,452
|
)
|
|
1,029
|
|
|
(20,481
|
)
|
|
n.m.
|
|
|||
Realized gain on mortgage loans and obligations held in securitization trusts, net
|
|
—
|
|
|
48
|
|
|
(48
|
)
|
|
n.m.
|
|
|||
Other loss, net
|
|
(20,512
|
)
|
|
(3,827
|
)
|
|
(16,685
|
)
|
|
n.m.
|
|
|||
Income (loss) before equity in earnings of unconsolidated ventures and income taxes
|
|
(49,840
|
)
|
|
2,272
|
|
|
(52,112
|
)
|
|
n.m.
|
|
|||
Equity in earnings of unconsolidated ventures
|
|
14,074
|
|
|
18,368
|
|
|
(4,294
|
)
|
|
(23.4
|
)%
|
|||
Income tax benefit (expense)
|
|
(163
|
)
|
|
1,988
|
|
|
(2,151
|
)
|
|
n.m.
|
|
|||
Net income
|
|
$
|
(35,929
|
)
|
|
$
|
22,628
|
|
|
$
|
(58,557
|
)
|
|
n.m.
|
|
|
|
Count(1)
|
|
Book value
(Consolidated)
|
|
Book value
(at CLNC share)(2)
|
|
Net book value (Consolidated)(3)
|
|
Net book value (at CLNC share)(4)
|
|||||||||
Legacy, Non-Strategic Portfolio
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Senior mortgage loans(5)
|
|
4
|
|
|
$
|
28,139
|
|
|
$
|
28,139
|
|
|
$
|
12,314
|
|
|
$
|
12,314
|
|
Mezzanine loans(5)
|
|
6
|
|
|
62,909
|
|
|
62,863
|
|
|
62,909
|
|
|
62,863
|
|
||||
Preferred equity(5)
|
|
1
|
|
|
687
|
|
|
687
|
|
|
687
|
|
|
687
|
|
||||
Net leased real estate
|
|
6
|
|
|
59,375
|
|
|
59,375
|
|
|
4,049
|
|
|
4,049
|
|
||||
Other real estate
|
|
30
|
|
|
423,153
|
|
|
375,320
|
|
|
124,612
|
|
|
112,221
|
|
||||
Private equity interests
|
|
4
|
|
|
8,764
|
|
|
8,764
|
|
|
8,764
|
|
|
8,764
|
|
||||
Total/Weighted average Legacy, Non-Strategic Portfolio
|
|
51
|
|
|
$
|
583,027
|
|
|
$
|
535,148
|
|
|
$
|
213,335
|
|
|
$
|
200,898
|
|
(1)
|
Count for net leased and other real estate represents number of investments.
|
(2)
|
Book value at our share represents the proportionate book value based on ownership by asset as of March 31, 2020.
|
(3)
|
Net book value represents book value less any associated financing as of March 31, 2020.
|
(4)
|
Net book value at our share represents the proportionate book value based on asset ownership less any associated financing based on ownership as of March 31, 2020.
|
(5)
|
Senior mortgage loans, mezzanine loans, and preferred equity include investments in joint ventures whose underlying interest is in a loan or preferred equity.
|
Investment Type
|
|
Property Type
|
|
|
|
Geography
|
|
(1)
|
Mezzanine loans include other subordinated loans.
|
(2)
|
Senior mortgage loans include junior participations in our originated senior mortgage loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio and contiguous mezzanine loans where we own both the senior and junior loan positions. We believe these investments are more similar to the senior mortgage loans we originate than other loan types given their credit quality and risk profile.
|
|
|
|
|
|
|
|
|
Weighted Average(1)
|
||||||||||||||
|
|
Count
|
|
Book value (at CLNC share)(2)
|
|
Principal balance (2)
|
|
Cash coupon(3)
|
|
Unlevered all-in yield(4)
|
|
Remaining Term(5)
|
|
Extended Remaining Term(6)
|
||||||||
Senior loans
|
|
4
|
|
$
|
28,139
|
|
|
$
|
181,578
|
|
|
0.9
|
%
|
|
3.5
|
%
|
|
0.1
|
|
|
0.1
|
|
Mezzanine loans
|
|
6
|
|
62,863
|
|
|
196,063
|
|
|
0.3
|
%
|
|
—
|
%
|
|
0.5
|
|
|
1.4
|
|
||
Preferred equity
|
|
1
|
|
687
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total/Weighted average senior and mezzanine loans and preferred equity - Legacy, Non-Strategic Portfolio
|
|
11
|
|
$
|
91,689
|
|
|
$
|
377,641
|
|
|
0.6
|
%
|
|
1.1
|
%
|
|
0.4
|
|
|
1.0
|
|
(1)
|
Weighted average metrics weighted by book value at our share, except for cash coupon which is weighted by principal balance at our share.
|
(2)
|
Book value and principal balance at our share represents the proportionate value based on ownership by asset as of March 31, 2020.
|
(3)
|
Represents the stated coupon rate for loans; for floating rate loans, assumes USD 1-month LIBOR which was 0.99% as of March 31, 2020.
|
(4)
|
In addition to the stated cash coupon rate, unlevered all-in yield includes non-cash payment in-kind interest income and the accrual of origination, extension and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of March 31, 2020 for weighted average calculations.
|
(5)
|
Represents the remaining term based on the current contractual maturity date of loans.
|
(6)
|
Represents the remaining term based on a maximum maturity date assuming all extension options on loans are exercised by the borrower.
|
|
|
|
|
|
|
|
|
Weighted Average(1)
|
|||||||||||||||
|
|
Number of loans
|
|
Book value (at CLNC share)(2)
|
|
Principal balance(2)
|
|
Spread to LIBOR
|
|
All-in unlevered yield(3)
|
|
Remaining term(4)
|
|
Extended remaining term(5)
|
|||||||||
Floating rate loans
|
|
4
|
|
|
$
|
16,625
|
|
|
$
|
167,904
|
|
|
1.1
|
%
|
|
5.9%
|
|
|
0.1
|
|
|
0.1
|
|
Fixed rate loans(6)
|
|
7
|
|
|
75,064
|
|
|
209,737
|
|
|
—
|
|
|
—
|
%
|
|
0.4
|
|
|
1.2
|
|
||
Total/ Weighted average
|
|
11
|
|
|
$
|
91,689
|
|
|
$
|
377,641
|
|
|
—
|
|
|
1.1
|
%
|
|
0.4
|
|
|
1.0
|
|
(1)
|
Weighted average metrics weighted by book value at our share, except for spread to LIBOR, which is weighted by principal balance value at our share. Book and principal balances at share exclude a de minimis amount of noncontrolling interest. See the table located above in “Our Portfolio” for further information.
|
(2)
|
Book value and principal balance at our share represents the proportionate value based on ownership by asset as of March 31, 2020.
|
(3)
|
In addition to cash coupon, all-in unlevered yield includes the amortization of deferred origination fees, purchase price premium and discount, loan origination costs and accrual of both extension and exit fees. For weighted average calculations, all-in yield for the loan portfolio assumes the USD 1-month LIBOR as of March 31, 2020, which was 0.99%.
|
(4)
|
Represents the remaining term in years based on the original maturity date or current extension maturity date of loans.
|
(5)
|
Represents the remaining term in years based on a maximum maturity date assuming all extension options on loans are exercised by the borrower.
|
(6)
|
Includes one preferred equity investment.
|
Collateral property type
|
|
Book value
|
|
% of total
|
|||
Other(1)
|
|
$
|
70,532
|
|
|
76.9
|
%
|
Retail
|
|
21,157
|
|
|
23.1
|
%
|
|
Total
|
|
$
|
91,689
|
|
|
100.0
|
%
|
|
|
|
|
|
|||
Region
|
|
Book value
|
|
% of total
|
|||
West
|
|
$
|
87,157
|
|
|
95.1
|
%
|
Northeast
|
|
4,021
|
|
|
4.4
|
%
|
|
Midwest
|
|
500
|
|
|
0.5
|
%
|
|
Southeast
|
|
11
|
|
|
—
|
%
|
|
Total
|
|
$
|
91,689
|
|
|
100.0
|
%
|
(1)
|
Other includes commercial and residential development and predevelopment assets.
|
Interest Rate Category
|
|
Property Type
|
|
|
|
Geography
|
|
(1)
|
Other includes commercial and residential development and predevelopment assets.
|
•
|
We placed one loan secured by a regional mall (“Midwest Regional Mall”) on non-accrual status during 2019 as collectability of the principal was uncertain; as such, interest collected is recognized using the cost recovery method by applying interest collected as a reduction to loan carrying value. We recorded $10.6 million of impairment related to Midwest Regional Mall during 2019. Additionally, this loan was transferred to held for sale during 2019 and remains held for sale as of March 31, 2020.
|
•
|
During 2018, we recorded $8.8 million of provision for loan losses on one loan secured by a regional mall (“Northeast Regional Mall B”) to reflect the estimated fair value of the collateral. During 2019, we recognized additional provision for loan losses of $10.5 million on Northeast Regional Mall B. The additional provisions were based on then-current and prospective leasing activity to reflect the estimated fair value of the collateral. During the three months ended March 31, 2020, the Northeast Regional Mall was sold. We received $9.2 million in gross proceeds and recognized a gain of $1.8 million.
|
•
|
Also, during 2019, we separately recognized provision for loan losses of $18.5 million on two loans secured by one regional mall (“West Regional Mall”) to reflect the estimated fair value of the collateral. Subsequent to March 31, 2020, the West Regional Mall loan was sold. We received $23.5 million in gross proceeds and will recognize a gain of $6.8 million.
|
•
|
Furthermore, during 2019, we recognized a $26.7 million provision for loan losses on three loans to two separate borrowers (“South Regional Mall A” and “South Regional Mall B”) to reflect the estimated fair value of the collateral. During the three months ended March 31, 2020, we accepted a discounted payoff of South Regional Mall A. We received $22.0 million in gross proceeds and recognized a loss of $1.6 million. Additionally, during the three months ended March 31, 2020 South Regional Mall B was sold. We received $13.5 million in gross proceeds and recognized a gain of $8.7 million.
|
|
|
Count
|
|
Carrying Value(1)
|
|
NOI/EBITDA for the three months ended March 31, 2020(2)
|
|||||
Net leased real estate
|
|
6
|
|
|
$
|
59,375
|
|
|
$
|
1,810
|
|
Other real estate
|
|
30
|
|
|
375,320
|
|
|
6,942
|
|
||
Total/Weighted average owned real estate - Legacy, Non-Strategic Portfolio
|
|
36
|
|
|
$
|
434,695
|
|
|
$
|
8,752
|
|
(1)
|
Represents carrying values at our share as of March 31, 2020; includes real estate tangible assets, deferred leasing costs and other intangible assets less intangible liabilities.
|
(2)
|
Excludes NOI/EBITDA of $2.2 million that relates to five properties that sold during the first quarter. Please refer to “Non-GAAP Supplemental Financial Measures” for further information on NOI/EBITDA.
|
(1)
|
Represents the percent leased as of March 31, 2020. Weighted average calculation based on carrying value at our share as of March 31, 2020.
|
(2)
|
Based on in-place leases (defined as occupied and paying leases) as of March 31, 2020 and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of March 31, 2020.
|
Property Type
|
|
Geography
|
|
|
|
Property Type
|
|
Geography
|
|
|
|
(Dollars in thousands)
|
|
April 2020 Rent
|
|||||||||
|
|
Billed
|
|
Collected
|
|
% Collected
|
|||||
Office
|
|
$
|
4,099
|
|
|
$
|
3,690
|
|
|
90.0
|
%
|
Student Housing
|
|
804
|
|
|
613
|
|
|
76.2
|
%
|
||
Multifamily
|
|
696
|
|
|
650
|
|
|
93.4
|
%
|
||
Retail
|
|
653
|
|
|
54
|
|
|
8.3
|
%
|
||
Industrial
|
|
11
|
|
|
—
|
|
|
—
|
%
|
||
Hotel
|
|
—
|
|
|
—
|
|
|
n/a
|
|
||
|
|
$
|
6,263
|
|
|
$
|
5,007
|
|
|
79.9
|
%
|
|
|
Three Months Ended March 31,
|
|
Increase (Decrease
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
Net interest income
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
1,704
|
|
|
$
|
5,411
|
|
|
$
|
(3,707
|
)
|
|
(68.5
|
)%
|
Interest expense
|
|
(998
|
)
|
|
(1,789
|
)
|
|
791
|
|
|
(44.2
|
)%
|
|||
Net interest income
|
|
706
|
|
|
3,622
|
|
|
(2,916
|
)
|
|
(80.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Property and other income
|
|
|
|
|
|
|
|
|
|||||||
Property operating income
|
|
31,001
|
|
|
33,231
|
|
|
(2,230
|
)
|
|
(6.7
|
)%
|
|||
Other income
|
|
289
|
|
|
16
|
|
|
273
|
|
|
n.m.
|
|
|||
Total property and other income
|
|
31,290
|
|
|
33,247
|
|
|
(1,957
|
)
|
|
(5.9
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
|
|||||||
Management fee expense
|
|
1,430
|
|
|
2,272
|
|
|
(842
|
)
|
|
(37.1
|
)%
|
|||
Property operating expense
|
|
18,847
|
|
|
19,234
|
|
|
(387
|
)
|
|
(2.0
|
)%
|
|||
Transaction, investment and servicing expense
|
|
920
|
|
|
475
|
|
|
445
|
|
|
93.7
|
%
|
|||
Interest expense on real estate
|
|
4,617
|
|
|
5,037
|
|
|
(420
|
)
|
|
(8.3
|
)%
|
|||
Depreciation and amortization
|
|
6,823
|
|
|
14,578
|
|
|
(7,755
|
)
|
|
(53.2
|
)%
|
|||
Provision for loan losses
|
|
38,433
|
|
|
—
|
|
|
38,433
|
|
|
n.m.
|
|
|||
Impairment of operating real estate
|
|
4,126
|
|
|
—
|
|
|
4,126
|
|
|
n.m.
|
|
|||
Administrative expense
|
|
2,907
|
|
|
3,015
|
|
|
(108
|
)
|
|
(3.6
|
)%
|
|||
Total expenses
|
|
78,103
|
|
|
44,611
|
|
|
33,492
|
|
|
75.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Other income
|
|
|
|
|
|
|
|
|
|||||||
Other gain (loss), net
|
|
350
|
|
|
(1,252
|
)
|
|
1,602
|
|
|
n.m.
|
|
|||
Loss before equity in earnings of unconsolidated ventures and income taxes
|
|
(45,757
|
)
|
|
(8,994
|
)
|
|
(36,763
|
)
|
|
n.m.
|
|
|||
Equity in earnings of unconsolidated ventures
|
|
3,093
|
|
|
2,942
|
|
|
151
|
|
|
5.1
|
%
|
|||
Income tax expense
|
|
(1,548
|
)
|
|
(1,619
|
)
|
|
71
|
|
|
(4.4
|
)%
|
|||
Net income (loss)
|
|
$
|
(44,212
|
)
|
|
$
|
(7,671
|
)
|
|
$
|
(36,541
|
)
|
|
n.m.
|
|
|
|
Three Months Ended March 31, 2020
|
||||||||||
|
|
Total
|
|
Legacy, Non-Strategic Portfolio
|
|
Core Portfolio
|
||||||
Net income (loss) attributable to Colony Credit Real Estate, Inc. common stockholders
|
|
$
|
(78,772
|
)
|
|
$
|
(43,774
|
)
|
|
$
|
(34,998
|
)
|
Adjustments:
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to noncontrolling interest of the Operating Partnership
|
|
(1,892
|
)
|
|
(1,049
|
)
|
|
(843
|
)
|
|||
Non-cash equity compensation expense
|
|
342
|
|
|
154
|
|
|
188
|
|
|||
Transaction costs
|
|
1,865
|
|
|
684
|
|
|
1,181
|
|
|||
Depreciation and amortization
|
|
17,510
|
|
|
6,131
|
|
|
11,379
|
|
|||
Net unrealized loss (gain) on investments:
|
|
|
|
|
|
|
|
|||||
Impairment of operating real estate and preferred equity
|
|
4,126
|
|
|
4,126
|
|
|
—
|
|
|||
Other unrealized loss
|
|
40,360
|
|
|
34
|
|
|
40,326
|
|
|||
CECL reserves(2)
|
|
29,000
|
|
|
(153
|
)
|
|
29,153
|
|
|||
Gains on sales of real estate
|
|
(452
|
)
|
|
(452
|
)
|
|
—
|
|
|||
Adjustments related to noncontrolling interests
|
|
(589
|
)
|
|
(376
|
)
|
|
(213
|
)
|
|||
Core Earnings (Loss) / Legacy, Non-Strategic Earnings (Loss) attributable to Colony Credit Real Estate, Inc. common stockholders and noncontrolling interest of the Operating Partnership
|
|
$
|
11,498
|
|
|
$
|
(34,675
|
)
|
|
$
|
46,173
|
|
Core Earnings (Loss) / Legacy, Non-Strategic Earnings (Loss) per share(1)
|
|
$
|
0.09
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.35
|
|
Weighted average number of common shares and OP units(1)
|
|
131,563
|
|
|
131,563
|
|
|
131,563
|
|
(1)
|
We calculate Core Earnings (Loss) / Legacy, Non-Strategic Earnings (Loss) per share, a non-GAAP financial measure, based on a weighted-average number of common shares and OP units (held by members other than us or our subsidiaries). For the three months ended March 31, 2020, weighted average number of common shares includes 3.1 million OP units.
|
|
|
Three Months Ended March 31, 2020
|
||||||||||
|
|
Total
|
|
Legacy, Non-Strategic Portfolio
|
|
Core Portfolio
|
||||||
Net income (loss) attributable to Colony Credit Real Estate, Inc. common stockholders
|
|
$
|
111
|
|
|
$
|
(3,077
|
)
|
|
$
|
3,188
|
|
Adjustments:
|
|
—
|
|
|
|
|
|
|||||
Net income (loss) attributable to noncontrolling interest in investment entities
|
|
145
|
|
|
210
|
|
|
(65
|
)
|
|||
Amortization of above- and below-market lease intangibles
|
|
(404
|
)
|
|
(399
|
)
|
|
(5
|
)
|
|||
Interest expense on real estate
|
|
13,076
|
|
|
4,615
|
|
|
8,461
|
|
|||
Other income
|
|
(9,280
|
)
|
|
(261
|
)
|
|
(9,019
|
)
|
|||
Transaction, investment and servicing expense
|
|
201
|
|
|
58
|
|
|
143
|
|
|||
Depreciation and amortization
|
|
17,976
|
|
|
6,823
|
|
|
11,153
|
|
|||
Impairment of operating real estate
|
|
4,126
|
|
|
4,126
|
|
|
—
|
|
|||
Administrative expense
|
|
91
|
|
|
9
|
|
|
82
|
|
|||
Other (gain) loss on investments, net
|
|
3,733
|
|
|
(351
|
)
|
|
4,084
|
|
|||
Income tax benefit
|
|
(198
|
)
|
|
—
|
|
|
(198
|
)
|
|||
NOI/EBITDA attributable to noncontrolling interest in investment entities
|
|
(1,070
|
)
|
|
(823
|
)
|
|
(247
|
)
|
|||
Total NOI/EBITDA attributable to Colony Credit Real Estate, Inc. common stockholders
|
|
$
|
28,507
|
|
|
$
|
10,930
|
|
|
$
|
17,577
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
Debt-to-equity ratio(1)
|
|
1.5x
|
|
1.4x
|
(1)
|
Represents (i) total outstanding secured debt less cash and cash equivalents of $393.8 million to (ii) total equity, in each case, at period end.
|
|
|
Maximum Facility Size
|
|
Current Borrowings
|
|
Weighted Average Final Maturity (Years)
|
|
Weighted Average Interest Rate
|
||||||
Master Repurchase Facilities
|
|
|
|
|
|
|
|
|
||||||
Bank 1
|
|
$
|
400,000
|
|
|
$
|
109,404
|
|
|
3.1
|
|
|
LIBOR + 1.93%
|
|
Bank 2
|
|
200,000
|
|
|
22,750
|
|
|
2.5
|
|
|
LIBOR + 2.50%
|
|
||
Bank 3
|
|
600,000
|
|
|
222,147
|
|
|
2.1
|
|
|
LIBOR + 2.19%
|
|
||
Bank 7
|
|
500,000
|
|
|
199,740
|
|
|
2.1
|
|
|
LIBOR + 1.93%
|
|
||
Bank 8
|
|
250,000
|
|
|
168,987
|
|
|
1.2
|
|
|
LIBOR + 2.00%
|
|
||
Bank 9
|
|
300,000
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
||
Total Master Repurchase Facilities
|
|
2,250,000
|
|
|
723,028
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
CMBS Credit Facilities
|
|
|
|
|
|
|
|
|
||||||
Bank 1
|
|
26,384
|
|
|
26,384
|
|
|
(1
|
)
|
|
LIBOR + 2.40%
|
|
||
Bank 6
|
|
171,007
|
|
|
171,007
|
|
|
(1
|
)
|
|
(2)
|
|||
Bank 3(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Bank 4(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Bank 5(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total CMBS Credit Facilities
|
|
197,391
|
|
|
197,391
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
Bank Credit Facility
|
|
560,000
|
|
|
340,000
|
|
|
2.8
|
|
|
LIBOR + 2.25%
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Total Facilities
|
|
$
|
3,007,391
|
|
|
$
|
1,260,419
|
|
|
|
|
|
(1)
|
The maturity dates on CMBS Credit Facilities are dependent upon asset type and will typically range from one to three months.
|
(2)
|
Bank 6 Facilities 1 and 2 both have fixed and floating rate financing. Bank 6 Facility 1 consists of $22.6 million financed with a fixed rate of 4.50% and $63.4 million financed with a weighted average interest rate of LIBOR plus 1.77%. Bank 6 Facility 2 consists of $45.5 million financed with a fixed rate of 4.50% and $39.5 million financed with a weighted average interest rate of LIBOR plus 1.50%.
|
(3)
|
Amounts can be drawn under the Bank 3, Bank 4, and Bank 5 CMBS Credit Facilities, but we have not yet utilized them.
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
Cash flow provided by (used in):
|
|
2020
|
|
2019
|
|
Change
|
||||||
Operating activities
|
|
$
|
57,204
|
|
|
$
|
37,678
|
|
|
$
|
19,526
|
|
Investing activities
|
|
275,363
|
|
|
18,844
|
|
|
256,519
|
|
|||
Financing activities
|
|
26,524
|
|
|
(46,621
|
)
|
|
73,145
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than a Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Bank credit facility(1)
|
|
$
|
361,837
|
|
|
$
|
11,786
|
|
|
$
|
350,051
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Secured debt(2)
|
|
2,419,363
|
|
|
810,832
|
|
|
469,409
|
|
|
331,579
|
|
|
807,543
|
|
|||||
Securitization bonds payable(3)
|
|
943,465
|
|
|
30,842
|
|
|
335,433
|
|
|
577,190
|
|
|
—
|
|
|||||
Ground lease obligations(4)
|
|
36,052
|
|
|
3,183
|
|
|
6,380
|
|
|
5,333
|
|
|
21,156
|
|
|||||
|
|
$
|
3,760,717
|
|
|
$
|
856,643
|
|
|
$
|
1,161,273
|
|
|
$
|
914,102
|
|
|
$
|
828,699
|
|
Lending commitments(5)
|
|
270,579
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
4,031,296
|
|
|
|
|
|
|
|
|
|
(1)
|
Future interest payments were estimated based on the applicable index at March 31, 2020 and unused commitment fee of 0.35% per annum, assuming principal is repaid on the current maturity date of February 2022.
|
(2)
|
Amounts include minimum principal and interest obligations through the initial maturity date of the collateral assets. Interest on floating rate debt was determined based on the applicable index at March 31, 2020.
|
(3)
|
The timing of future principal payments was estimated based on expected future cash flows of underlying collateral loans. Repayments are estimated to be earlier than contractual maturity only if proceeds from underlying loans are repaid by the borrowers.
|
(4)
|
The Company assumed noncancellable operating ground leases as lessee or sublessee in connection with net lease properties acquired through the CLNY Contributions. The amounts represent minimum future base rent commitments through initial expiration dates of the respective leases, excluding any contingent rent payments. Rents paid under ground leases are recoverable from tenants.
|
(5)
|
Future lending commitments may be subject to certain conditions that borrowers must meet to qualify for such fundings. Commitment amount assumes future fundings meet the terms to qualify for such fundings.
|
•
|
capitalizing on asset level underwriting experience and market analytics to identify investments with pricing dislocations and attractive risk-return profiles;
|
•
|
originating and structuring CRE senior mortgage loans, mezzanine loans and preferred equity with attractive return profiles relative to the underlying value and financial operating performance of the real estate collateral, given the strength and quality of the sponsorship;
|
•
|
identifying appropriate CRE debt securities investments based on the performance of the underlying real estate assets, the impact of such performance on the credit return profile of the investments and our expected return on the investments;
|
•
|
identifying net leased real estate investments based on property location and purpose, tenant credit quality, market lease rates and potential appreciation of, and alternative uses for, the real estate;
|
•
|
creating capital appreciation opportunities through active asset management and equity participation opportunities; and
|
•
|
structuring transactions with a prudent amount of leverage, if any, given the risk of the underlying asset’s cash flows, attempting to match the structure and duration of the financing with the underlying asset’s cash flows, including through the use of hedges, as appropriate.
|
Exhibit Number
|
|
Description of Exhibit
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
10.1*
|
|
|
10.2*
|
|
|
10.3*
|
|
|
10.4*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
COLONY CREDIT REAL ESTATE, INC.
|
||
|
|
|
By:
|
|
/s/ Michael J. Mazzei
|
|
|
Michael J. Mazzei
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
By:
|
|
/s/ Neale W. Redington
|
|
|
Neale W. Redington
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
By:
|
|
/s/ Frank V. Saracino
|
|
|
Frank V. Saracino
|
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
By:
|
/s/ Christopher Schmidt
Name: Christopher Schmidt Title: Authorized Signatory |
SECTION 1.
|
DEFINITIONS 1
|
1.1
|
Defined Terms 1
|
1.2
|
Other Definitional Provisions 43
|
1.3
|
Letter of Credit Amounts 44
|
1.4
|
Classification of Loans 44
|
1.5
|
Currencies Generally 44
|
1.6
|
Interest Rates; LIBOR Notification 44
|
SECTION 2.
|
AMOUNT AND TERMS OF COMMITMENTS 45
|
2.1
|
Revolving Commitments 45
|
2.2
|
Procedure for Revolving Loan Borrowing 45
|
2.3
|
Commitment Fees. 46
|
2.4
|
Termination or Reduction of Revolving Commitments 46
|
2.5
|
Optional Prepayments 47
|
2.6
|
Mandatory Prepayments and Commitment Reductions 4847
|
2.7
|
Conversion and Continuation Options 48
|
2.8
|
Limitations on Eurocurrency and EURIBOR Tranches 49
|
2.9
|
Interest Rates and Payment Dates 49
|
2.10
|
Computation of Interest and Fees 50
|
2.11
|
Alternative Rate of Interest 50
|
2.12
|
Pro Rata Treatment and Payments 51
|
2.13
|
Requirements of Law 53
|
2.14
|
Taxes 54
|
2.15
|
Indemnity 57
|
2.16
|
Change of Lending Office 58
|
2.17
|
Replacement of Lenders 58
|
2.18
|
Defaulting Lenders 5958
|
2.19
|
Incremental Commitments 61[Reserved] 60
|
2.20
|
Revolving Termination Date Extension 6261
|
2.21
|
Designation of Subsidiary Borrowers 6261
|
SECTION 3.
|
LETTERS OF CREDIT 6463
|
3.1
|
L/C Commitment 6463
|
3.2
|
Procedure for Issuance of Letter of Credit 6664
|
3.3
|
Fees and Other Charges 6665
|
3.4
|
L/C Participations 6665
|
3.5
|
Reimbursement Obligation of the Borrowers 6766
|
3.6
|
Obligations Absolute 6867
|
3.7
|
Letter of Credit Payments 6867
|
3.8
|
Applications 6867
|
3.9
|
Actions in Respect of Letters of Credit 6867
|
3.10
|
Reporting 6968
|
SECTION 4.
|
REPRESENTATIONS AND WARRANTIES 6968
|
4.1
|
Financial Condition 6968
|
4.2
|
No Change 7069
|
4.3
|
Existence; Compliance with Law 7069
|
4.4
|
Power; Authorization; Enforceable Obligations 7069
|
4.5
|
No Legal Bar 7069
|
4.6
|
Litigation 7169
|
4.7
|
No Default 7170
|
4.8
|
Ownership of Property; Liens 7170
|
4.9
|
Intellectual Property 7170
|
4.10
|
Taxes 7170
|
4.11
|
Federal Regulations 7170
|
4.12
|
Labor Matters 7270
|
4.13
|
ERISA 7271
|
4.14
|
Investment Company Act 7271
|
4.15
|
Subsidiaries 7271
|
4.16
|
Use of Proceeds 7271
|
4.17
|
Environmental Matters 7371
|
4.18
|
Accuracy of Information, etc 7372
|
4.19
|
Security Documents 7472
|
4.20
|
Solvency 7473
|
4.21
|
Senior Indebtedness 7473
|
4.22
|
Insurance 7473
|
4.23
|
Anti-Corruption Laws and Sanctions 7473
|
4.24
|
Stock Exchange Listing 7473
|
4.25
|
REIT Status 7473
|
4.26
|
EEA Financial Institutions 7573
|
SECTION 5.
|
CONDITIONS PRECEDENT 7574
|
5.1
|
Conditions to Initial Extension of Credit 7574
|
5.2
|
Conditions to Each Extension of Credit 7776
|
SECTION 6.
|
AFFIRMATIVE COVENANTS 7877
|
6.1
|
Financial Statements 7877
|
6.2
|
Certificates; Other Information 7978
|
6.3
|
Payment of Obligations 8180
|
6.4
|
Maintenance of Existence; Compliance 8180
|
6.5
|
Maintenance of Property; Insurance 8180
|
6.6
|
Inspection of Property; Books and Records; Discussions 8180
|
6.7
|
Notices 8281
|
6.8
|
Environmental Laws 8281
|
6.9
|
Maintenance of REIT Status; New York Stock Exchange Listing 8382
|
6.10
|
Additional Collateral, etc 8382
|
6.11
|
Use of Proceeds 8685
|
6.12
|
Information Regarding Collateral 8685
|
6.13
|
Organization Documents of Affiliated Investors 8685
|
6.14
|
Distribution Accounts 8685
|
6.15
|
Valuation 8786
|
6.16
|
Post-Closing Obligations 8786
|
SECTION 7.
|
NEGATIVE COVENANTS 8786
|
7.1
|
Financial Condition Covenants 8786
|
7.2
|
Indebtedness 8887
|
7.3
|
Liens 9089
|
7.4
|
Fundamental Changes 9291
|
7.5
|
Disposition of Property 9392
|
7.6
|
Restricted Payments 9392
|
7.7
|
Investments 9493
|
7.8
|
Optional Payments and Modifications of Certain Debt Instruments 9594
|
7.9
|
Transactions with Affiliates 9695
|
7.10
|
Accounting Changes 9695
|
7.11
|
Swap Agreements 9695
|
7.12
|
Changes in Fiscal Periods 9695
|
7.13
|
Negative Pledge Clauses 9695
|
7.14
|
Use of Proceeds 9795
|
7.15
|
Nature of Business 9796
|
7.16
|
Margin Stock 9796
|
7.17
|
Amendment, Waiver and Terminations of Certain Agreements 9796
|
SECTION 8.
|
EVENTS OF DEFAULT 9896
|
SECTION 9.
|
THE AGENTS 101100
|
9.1
|
Appointment 101100
|
9.2
|
Delegation of Duties 101100
|
9.3
|
Exculpatory Provisions 101100
|
9.4
|
Reliance by Administrative Agent 102100
|
9.5
|
Notice of Default 102101
|
9.6
|
Non-Reliance on Agents and Other Lenders 102101
|
9.7
|
Indemnification 103101
|
9.8
|
Agent in Its Individual Capacity 103102
|
9.9
|
Successor Administrative Agent 103102
|
9.10
|
Arrangers and Syndication Agent 104102
|
9.11
|
ERISA Matters 104102
|
SECTION 10.
|
MISCELLANEOUS 105104
|
10.1
|
Amendments and Waivers 105104
|
10.2
|
Notices 106105
|
10.3
|
No Waiver; Cumulative Remedies 107106
|
10.4
|
Survival of Representations and Warranties 107106
|
10.5
|
Payment of Expenses and Taxes 108106
|
10.6
|
Successors and Assigns; Participations and Assignments 109108
|
10.7
|
Adjustments; Set‑off 112111
|
10.8
|
Counterparts 113112
|
10.9
|
Severability 113112
|
10.10
|
Integration 113112
|
10.11
|
Governing Law 113112
|
10.12
|
Submission To Jurisdiction; Waivers 114112
|
10.13
|
Acknowledgements 114113
|
10.14
|
Releases of Guarantees and Liens 115113
|
10.15
|
Confidentiality 116115
|
10.16
|
WAIVERS OF JURY TRIAL 117116
|
10.17
|
USA Patriot Act 117116
|
10.18
|
Investment Asset Reviews 117116
|
10.19
|
Secured Swap Agreements 117116
|
10.20
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions 118116
|
10.21
|
Interest Rate Limitation 118117
|
10.22
|
Judgment Currency 118117
|
EURIBOR Screen Rate
|
1.00 - Statutory Reserve Requirements
|
LIBO Rate
|
1.00 - Statutory Reserve Requirements
|
(a)
|
with respect to each First Priority Commercial Real Estate Investment, the product of 55% multiplied by the Adjusted Net Book Value of such First Priority Commercial Real Estate Investment, plus
|
(b)
|
with respect to each Junior Priority Commercial Real Estate Investment, the product of 40% multiplied by the Adjusted Net Book Value of such Junior Priority Commercial Real Estate Investment, plus
|
(c)
|
with respect to each Investment Grade CMBS that is wholly-owned by a Pledged Loan Party or an Unlevered Affiliated Investor, the product of 40% multiplied by the Adjusted Net Book Value of such Investment Grade CMBS, plus
|
(d)
|
with respect to each Specified Asset Investment, the product of 30% multiplied by the Adjusted Net Book Value of such Specified Asset Investment, plus
|
(e)
|
with respect to any Existing Private Equity Interests, the product of 30% multiplied by the Adjusted Net Book Value of such Existing Private Equity Interests, plus
|
(f)
|
with respect to each Non-Investment Grade CMBS that is wholly-owned by a Pledged Loan Party or an Unlevered Affiliated Investor, the product of 30% multiplied by the Adjusted Net Book Value of such Non-Investment Grade CMBS;
|
(1)
|
in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty (if such amount is properly treated as interest thereunder and as otherwise required under U.S. federal tax law) and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or
|
(2)
|
executed originals of IRS Form W-8ECI;
|
(3)
|
in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Non-U.S. Lender is none of the following: a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E;
|
(4)
|
to the extent a Non-U.S. Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other valid and reasonably acceptable certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;
|
|
|
Any Borrower:
|
Credit RE Operating
Company, LLC
515 S. Flower Street, 44th Floor
Los Angeles, CA 90071
|
|
Attention: Director – Legal Department
|
|
Telecopy: 310-282-8820
|
|
Telephone: 310-282-8820
with a copy to:
590 Madison Avenue
34th Floor
New York, NY 10022
|
|
Attention: Mr. Ron Sanders
Telecopy: 212.593.5433
Telephone: 212.230.3300
|
|
|
|
|
Administrative Agent:
|
500 Stanton Christiana Road, Ops 2, Floor 03
Newark, DE, 19713-2107
|
|
Attention: Joseph Burke
|
|
Telecopy: 302-634-4733
|
|
Telephone: 302-634-1697
with a copy to:
|
|
383 Madison Ave, Floor 23
New York, NY 10179
|
|
Attention: Catherine Mahony
|
|
Telephone: 212-270-5320 x65320
|
|
|
1.
|
Second Amended and Restated Master Repurchase and Securities Contract Agreement, dated April 23, 2019, by and among MS Loan NT-I, LLC, MS Loan NT-II, LLC, CLNC Credit 1, LLC, CLNC Credit 2, LLC, CLNC Credit 1EU, LLC, CLNC Credit 1UK, LLC and Morgan Stanley Bank, N.A. and that certain Amended and Restated Guaranty Agreement, by Credit RE Operating Company, LLC, as guarantor, for the benefit of Morgan Stanley Bank, N.A.
|
2.
|
Guaranty, dated October 23, 2018, by Credit RE Operating Company, LLC, as guarantor, for the benefit of Deutsche Bank AG, Cayman Islands Branch
|
3.
|
Guaranty, dated April 26, 2018, by Credit RE Operating Company, LLC, as guarantor, for the benefit of Barclays Bank PLC
|
4.
|
Guarantee, dated November 2, 2018, by Credit RE Operating Company, LLC, as guarantor, for the benefit of Wells Fargo Bank, National Association
|
5.
|
Guaranty, dated June 19, 2018, by Credit RE Operating Company, LLC, as guarantor, for the benefit of Goldman Sachs Bank USA
|
6.
|
Guaranty, dated April 23, 2018, by Credit RE Operating Company, LLC, as guarantor, for the benefit of Citibank, N.A.
|
Name
|
As of 3/31/20 Unfunded Gross Deal Commitments
|
|
|
1 Shippan Landing
|
|
$44.3
|
|
2 Century Plaza
|
32.2
|
||
3 Gideon
|
20.1
|
||
4 360 Wythe
|
15.0
|
||
5 1201 Connecticut Ave
|
14.9
|
||
6 Blanchard LIC
|
12.0
|
||
7 Paragon
|
11.3
|
||
8 Bank of America Tower
|
10.8
|
||
9 Turing at the Fields
|
9.9
|
||
10 The Herald
|
9.5
|
||
11 Parkway Plaza
|
8.3
|
||
12 Central Park Plaza
|
8.3
|
||
13 Burlingame Bay
|
8.2
|
||
14 Vista Canyon
|
8.2
|
||
15 Tasman East
|
8.1
|
||
16 Salt Lake City Office
|
8.0
|
||
17 Mi Casita
|
6.4
|
||
18 Park at Deer Valley
|
5.9
|
||
19 Claremont
|
4.5
|
||
20 450 Pacific Ave
|
3.3
|
||
21 Modern on the Rail
|
2.8
|
||
22 Hill Carlsbad
|
2.6
|
||
23 Grand Del Mar
|
2.5
|
||
24 1001 State Street
|
2.4
|
||
25 900 Kearny St
|
2.2
|
||
26 Pinewood Crossing
|
2.1
|
||
27 Standard Apartment Homes
|
2.0
|
||
28 2150 N First St
|
1.5
|
||
29 Township Term II
|
1.2
|
||
30 Solstice at Arcadia
|
1.1
|
||
31 Keystone Dadeland
|
0.8
|
||
Total
|
$270.6
|
(a)
|
Article V(l) of the Guaranty is hereby deleted in its entirety and replaced with the following:
|
|
GUARANTOR:
CREDIT RE OPERATING COMPANY, LLC
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
|
|
|
|
|
|
BUYER:
|
|
CITIBANK, N.A.
|
|
|
|
By: /s/ Richard Schlenger
Name: Richard Schlenger Title: Authorized Signatory |
SELLER:
NSREIT CB LOAN, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
CB LOAN NT-II, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President
CLNC CREDIT 3, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
CLNC CREDIT 4, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
CLNC CREDIT 3EU, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
CLNC CREDIT 3UK, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
GUARANTOR:
CREDIT RE OPERATING COMPANY, LLC,
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
|
|
|
|
|
|
PURCHASER:
|
|
BARCLAYS BANK PLC
By: /s/ Francis X. Gilhool
Name: Francis X. Gilhool Title: MD |
SELLER:
CLNC CREDIT 7, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
GUARANTOR:
CREDIT RE OPERATING COMPANY, LLC
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
|
|
|
|
|
|
PURCHASER:
|
|
GOLDMAN SACHS BANK USA
|
|
By: /s/ Jeffrey Dawkins
|
|
Name: Jeffrey Dawkins
Title: Authorized Person
|
SELLER:
CLNC CREDIT 6, LLC,
a Delaware limited liability company
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
GUARANTOR:
CREDIT RE OPERATING COMPANY, LLC
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
|
|
|
|
|
|
BUYER:
|
|
DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH
|
|
By: /s/ Thomas Rugg
|
|
Name: Thomas Rugg
Title: Managing Director
By: /s/ Murray Mackinnon
|
|
Name: Murray Mackinnon
Title: Director
|
SELLER:
DB LOAN NT-II, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
CLNC CREDIT 5, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé Name: David A. Palamé Title: Vice President |
|
GUARANTOR:
CREDIT RE OPERATING COMPANY, LLC
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
|
|
|
|
|
|
BUYER:
|
|
WELLS FARGO BANK, N.A.
By: /s/ Allen Lewis
Name: Allen Lewis Title: Managing Director |
SELLER:
CLNC CREDIT 8, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
|
|
|
|
|
BUYER:
|
|
MORGAN STANLEY BANK, N.A.
|
|
By: /s/ Anthony Preisano
|
|
Name: Anthony Preisano
Title: Executive Director
|
|
|
|
GUARANTOR:
CREDIT RE OPERATING COMPANY, LLC,
By: /s/ David A. Palamé
Name: David A. Palamé Title: Vice President |
SELLER:
MS LOAN NT-I, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé Name: David A. Palamé Title: Vice President |
MS LOAN NT-II, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé Name: David A. Palamé Title: Vice President |
CLNC CREDIT 1, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé Name: David A. Palamé Title: Vice President |
CLNC CREDIT 2, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé Name: David A. Palamé Title: Vice President |
CLNC CREDIT 1EU, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé Name: David A. Palamé Title: Vice President |
CLNC CREDIT 1UK, LLC,
a Delaware limited liability company |
By: /s/ David A. Palamé Name: David A. Palamé Title: Vice President |
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By:
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/s/ Michael J. Mazzei
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Michael J. Mazzei
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Chief Executive Officer and President
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Date:
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May 8, 2020
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By:
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/s/ Neale W. Redington
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Neale W. Redington
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Chief Financial Officer and Treasurer
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Date:
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May 8, 2020
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Michael J. Mazzei
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Michael J. Mazzei
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Chief Executive Officer and President
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Date:
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May 8, 2020
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Neale W. Redington
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Neale W. Redington
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Chief Financial Officer and Treasurer
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Date:
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May 8, 2020
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