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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 2, 2023, the registrant had
Table of Contents
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Page |
PART I. |
3 |
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Item 1. |
3 |
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3 |
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4 |
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5 |
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6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
29 |
Item 3. |
47 |
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Item 4. |
50 |
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PART II. |
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Item 1. |
51 |
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Item 1A. |
51 |
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Item 2. |
51 |
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Item 3. |
51 |
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Item 4. |
51 |
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Item 5. |
51 |
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Item 6. |
52 |
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54 |
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2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Claros Mortgage Trust, Inc.
Consolidated Balance Sheets
(unaudited, in thousands, except share data)
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March 31, 2023 |
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December 31, 2022 |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Loan principal payments held by servicer |
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Loans receivable held-for-investment |
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Less: current expected credit loss reserve |
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Loans receivable held-for-investment, net |
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Equity method investment |
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Real estate owned, net |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Equity |
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Repurchase agreements |
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$ |
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$ |
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Term participation facility |
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Loan participations sold, net |
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Notes payable, net |
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Secured term loan, net |
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Debt related to real estate owned, net |
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Other liabilities |
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Dividends payable |
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Management fee payable - affiliate |
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Incentive fee payable - affiliate |
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Total liabilities |
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Equity |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
Claros Mortgage Trust, Inc.
Consolidated Statements of Operations
(unaudited, in thousands, except share and per share data)
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Three Months Ended |
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March 31, 2023 |
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March 31, 2022 |
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Revenue |
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Interest and related income |
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$ |
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$ |
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Less: interest and related expense |
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Net interest income |
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Revenue from real estate owned |
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Total revenue |
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Expenses |
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Management fees - affiliate |
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Incentive fees - affiliate |
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General and administrative expenses |
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Stock-based compensation expense |
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Real estate owned: |
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Operating expenses |
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Interest expense |
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Depreciation |
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Total expenses |
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Proceeds from interest rate cap |
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Unrealized loss on interest rate cap |
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Income from equity method investment |
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Reversal of (provision for) current expected credit loss reserve |
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Net income |
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Net loss attributable to non-controlling interests |
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( |
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Net income attributable to common stock |
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$ |
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$ |
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Net income per share of common stock: |
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Basic and diluted |
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$ |
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$ |
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Weighted-average shares of common stock outstanding: |
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Basic and diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
4
Claros Mortgage Trust, Inc.
Consolidated Statements of Changes in Equity
(unaudited, in thousands, except share data)
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Common Stock |
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Additional |
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Shares |
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Par Value |
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Repurchased Shares |
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Paid-In Capital |
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Accumulated Deficit |
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Total Equity |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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Dividends declared |
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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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Net income |
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- |
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- |
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- |
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- |
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Balance at March 31, 2023 |
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$ |
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( |
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$ |
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$ |
( |
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$ |
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Common Stock |
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Additional |
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Non- |
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Shares |
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Par Value |
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Repurchased Shares |
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Paid-In Capital |
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Accumulated Deficit |
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controlling Interests |
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Total Equity |
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Balance at December 31, 2021 |
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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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Repurchased Shares |
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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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( |
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Contributions from non-controlling interests |
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- |
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- |
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- |
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- |
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- |
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Offering costs |
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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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( |
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Dividends declared |
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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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( |
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Net income (loss) |
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- |
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- |
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- |
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- |
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( |
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Balance at March 31, 2022 |
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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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The accompanying notes are an integral part of these consolidated financial statements.
5
Claros Mortgage Trust, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
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Three Months Ended |
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March 31, 2023 |
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March 31, 2022 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Accretion of origination fees on loans receivable |
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( |
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( |
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Accretion of origination fees on interests in loans receivable |
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- |
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Amortization of deferred financing costs |
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Non-cash stock-based compensation expense |
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- |
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Depreciation on real estate owned |
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Unrealized loss on interest rate cap |
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- |
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Income from equity method investment |
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( |
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- |
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Non-cash advances on loans receivable in lieu of interest |
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( |
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( |
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Non-cash advances on interests in loans receivable in lieu of interest |
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- |
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( |
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Non-cash advances on secured financings in lieu of interest |
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- |
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Repayment of non-cash advances on loans receivable in lieu of interest |
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Repayment of non-cash advances on interests in loans receivable in lieu of interest |
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- |
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(Reversal of) provision for current expected credit loss reserve |
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( |
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Changes in operating assets and liabilities: |
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Other assets |
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( |
) |
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( |
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Other liabilities |
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Management fee payable - affiliate |
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( |
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( |
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Incentive fee payable - affiliate |
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- |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Loan originations, acquisitions and advances, net of fees |
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( |
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( |
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Advances of interests in loans receivable |
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- |
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( |
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Repayments of loans receivable |
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Repayments of interests in loans receivable |
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- |
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Extension and exit fees received from loans receivable |
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Extension and exit fees received from interests in loans receivable |
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- |
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Reserves and deposits held for loans receivable |
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- |
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Capital expenditures on real estate owned |
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( |
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- |
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Net cash used in investing activities |
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( |
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( |
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The accompanying notes are an integral part of these consolidated financial statements.
6
Claros Mortgage Trust, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
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Three Months Ended |
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March 31, 2023 |
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March 31, 2022 |
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Cash flows from financing activities |
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Repurchase of common stock |
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- |
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( |
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Contributions from non-controlling interests |
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- |
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Offering costs |
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- |
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( |
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Dividends paid |
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( |
) |
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( |
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Proceeds from secured financings |
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Payment of deferred financing costs |
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( |
) |
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( |
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Repayments of secured financings |
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( |
) |
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( |
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Repayments of secured term loan |
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( |
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( |
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Net cash provided by financing activities |
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Net increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period |
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$ |
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$ |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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Restricted cash, end of period |
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Cash, cash equivalents and restricted cash, end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
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$ |
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$ |
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Supplemental disclosure of non-cash investing and financing activities: |
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Dividends accrued |
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$ |
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$ |
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Loan principal payments held by servicer |
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$ |
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$ |
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Accrued deferred financing costs |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
7
Claros Mortgage Trust, Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 1. Organization
Claros Mortgage Trust, Inc. (referred to throughout this report as the “Company,” “we”, “us” and “our”) is a Maryland Corporation formed on April 29, 2015 for the purpose of creating a diversified portfolio of income-producing loans collateralized by institutional quality commercial real estate. We commenced operations on August 25, 2015 (“Commencement of Operations”) and generally conduct our business through wholly-owned subsidiaries. Unless the context requires otherwise, any references to the Company refers to the Company and its consolidated subsidiaries. The Company is traded on the New York Stock Exchange, or NYSE, under the symbol “CMTG”.
We elected and intend to maintain our qualification to be taxed as a real estate investment trust (“REIT”) under the requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), for U.S. federal income tax purposes. As such, we generally are not subject to U.S. federal income tax on that portion of our income that we distribute to stockholders. See Note 13 – Income Taxes regarding taxes applicable to the Company.
We are externally managed by Claros REIT Management LP (the “Manager”), our affiliate, through a management agreement (the "Management Agreement") pursuant to which the Manager provides a management team and other professionals who are responsible for implementing our business strategy, subject to the supervision of our board of directors (the "Board"). In exchange for its services, the Manager is entitled to management fees and incentive fees. See Note 11 – Related Party Transactions regarding the Management Agreement.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
These unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of our financial position, results of operations and cash flows have been included. Our results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future period.
We consolidate all entities that are controlled either through majority ownership or voting rights. We also identify entities for which control is achieved through means other than through voting rights (a variable interest entity or "VIE") using the analysis as set forth in Accounting Standards Codification ("ASC") 810, Consolidation of Variable Interest Entities, and determine when and which variable interest holder, if any, should consolidate the VIE. We have no consolidated variable interest entities as of March 31, 2023 and December 31, 2022. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates that are particularly susceptible to our judgment include, but are not limited to, the adequacy of current expected credit loss reserve and impairment of certain assets.
Risks and Uncertainties
In the normal course of business, we primarily encounter two significant types of economic risk: credit and market. Credit risk is the risk of default on our loans receivable that results from a borrower's or counterparty's inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of the loans receivable due to changes in interest rates, spreads or other market factors, including risks that impact the value of the collateral underlying our loans. We believe that the carrying values of our
8
loans receivable are reasonable taking into consideration these risks along with estimated financings, collateral values and other information.
Current Expected Credit Losses
The current expected credit loss (“CECL”) reserve required under ASU 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326)” (“ASU 2016-13”), reflects our current estimate of potential credit losses related to our loan portfolio. Changes to the CECL reserve are recognized through a provision for or reversal of current expected credit loss reserve on our consolidated statements of operations. ASU 2016-13 specifies the reserve should be based on relevant information about past events, including historical loss experience, current portfolio, market conditions and reasonable and supportable macroeconomic forecasts for the duration of each loan.
General CECL Reserve
Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by an equity interest in an entity that owns real estate. We consider key credit quality indicators in underwriting loans and estimating credit losses, including, but not limited to: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; our risk rating for the same and similar loans; and prior experience with the borrower and sponsor. This information is used to assess the financial and operating capability, experience and profitability of the borrower/sponsor. Ultimate repayment of our loans is sensitive to interest rate changes, general economic conditions, liquidity, LTV ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement financing.
We regularly evaluate on a loan-by-loan basis, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, the financial and operating capability of the borrower/sponsor, the financial strength of loan guarantors, if any, and the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates, at least quarterly. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management, utilizing various data sources, including, to the extent available (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other market data.
We arrive at our general CECL reserve using the Weighted Average Remaining Maturity, or WARM method, which is an acceptable loss-rate method for estimating CECL reserves by the Financial Accounting Standards Board ("FASB"). The application of the WARM method to estimate a general CECL reserve requires judgment, including the appropriate historical loan loss reference data, the expected timing and amount of future loan fundings and repayments, the current credit quality of our portfolio, and our expectations of performance and market conditions over the relevant time period.
The WARM method requires us to reference historical loan loss data from a comparable data set and apply such loss rate to each of our loans over their expected remaining term, taking into consideration expected economic conditions over the forecasted timeframe. Our general CECL reserve reflects our forecast of the current and future macroeconomic conditions that may impact the performance of the commercial real estate assets securing our loans and the borrower's ultimate ability to repay. These estimates include unemployment rates, price indices for commercial properties, and market liquidity, all of which may influence the likelihood and magnitude of potential credit losses for our loans during their anticipated term. Additionally, further adjustments may be made based upon loan positions senior to ours, the risk rating of a loan, whether a loan is a construction loan, or the economic conditions specific to the property type of a loan's underlying collateral.
To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage-backed securities database licensed by a third party, Trepp, LLC, which contains historical loss rates from January 1, 1999 through March 31, 2023.
When evaluating the current and future macroeconomic environment, we consider the aforementioned macroeconomic factors. Historical data for each metric is compared to historical commercial real estate loan losses in order to determine the relationship between the two variables. We use projections of each macroeconomic factor, obtained from a third party, to approximate the impact the macroeconomic outlook may have on our loss rate. Selections of these economic forecasts require judgement about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty, and the actual economic conditions could vary significantly from the estimates we made. Following a reasonable and supportable forecast period, we use a straight-line method of reverting to the historical loss rate. Additionally, we assess the obligation to extend credit through our unfunded loan commitments over each loan’s contractual period, adjusted for projected fundings from interest reserves if applicable,
9
which is considered in the estimate of the general CECL reserve. For both the funded and unfunded portions of our loans, we consider our internal risk rating of each loan as the primary credit quality indicator underlying our assessment.
We evaluate the credit quality of each of our loans receivable on an individual basis and assign a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type and other more subjective variables that include as-is or as-stabilized collateral value, market conditions, industry conditions and sponsor’s financial stability. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, which gradings are defined as follows:
Specific CECL Reserve
In certain circumstances we may determine that a loan is no longer suited for the WARM method due to its unique risk characteristics, where we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent. We may instead elect to employ different methods to estimate loan losses that also conform to ASU 2016-13 and related guidance. For such loan we would separately measure the specific reserve for each loan by using the fair value of the loan's collateral. If the fair value of the collateral is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve. Specific reserves are equal to the excess of a loan’s carrying value to the fair value of the collateral, less estimated costs to sell, if recovery of our investment is expected from the sale of the collateral.
If we have determined that a loan or a portion of a loan is uncollectible, we will write off such portion of the loan through an adjustment to our current expected credit loss reserve. Significant judgment is required in determining impairment and in estimating the resulting credit loss reserve, and actual losses, if any, could materially differ from those estimates.
For additional information on our General and Specific CECL Reserve please refer to Note 3—"Loans Portfolio—Current Expected Credit Losses”.
Real Estate Owned (and Related Debt)
We may assume legal title or physical possession of the underlying collateral of a defaulted loan through foreclosure. If we intend to hold, operate or develop the property for a period of at least 12 months, the asset is classified as real estate owned, net. If we intend to market a property for sale in the near subsequent term, the asset is classified as real estate held for sale. Real estate owned is initially recorded at estimated fair value and is subsequently presented net of accumulated depreciation. Depreciation is computed using a straight-line method over estimated useful lives ranging from
Real estate assets are evaluated for indicators of impairment on a quarterly basis. Factors that we may consider in our impairment analysis include, among others: (1) significant underperformance relative to historical or anticipated operating results; (2) significant negative industry or economic trends; (3) costs necessary to extend the life or improve the real estate asset; (4) significant increase in competition; and (5) ability to hold and dispose of the real estate asset in the ordinary course of business. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows expected to be generated by the real estate asset over the estimated remaining holding period is less than the carrying amount of such real estate asset. Cash flows include operating cash flows and anticipated capital proceeds generated by the real estate asset. If the sum of such estimated cash flows is less than the carrying amount of the real estate asset, an impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate. There were
Debt assumed in an acquisition/foreclosure of real estate is recorded at its estimated fair value at the time of the acquisition and is subsequently presented net of unamortized deferred financing costs. Debt related to real estate owned is non-recourse to us.
10
Equity Method Investment
We account for our investments in entities in which we have the ability to significantly influence, but do not have a controlling interest, by using the equity method of accounting. Under the equity method for which we have not elected a fair value option, the investment, originally recorded at cost, is adjusted to recognize our share of earnings or losses as they occur and for additional contributions made or distributions received. We look at the nature of the cash distributions received to determine the proper character of cash flow distributions on the accompanying consolidated statement of cash flows as either returns on investment, which would be included in operating activities, or returns of investment, which would be included in investing activities.
At each reporting period we assess whether there are any indicators of other than temporary impairment of our equity investments. There were no other than temporary impairments of our equity method investment as of March 31, 2023.
Derivative Financial Instruments
In the normal course of business, we are exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives. We may use derivatives primarily to reduce the impact that increases in interest rates will have on our floating rate liabilities, which may consist of interest rate swaps, interest rate caps, collars, and floors.
We recognize derivatives on our consolidated balance sheets at fair value within other assets. To determine the fair value of derivative instruments, we use a variety of methods and assumptions that are based on market conditions as of the balance sheet date, such as discounted cash flows and option-pricing models.
We have not designated any derivatives as hedges to qualify for hedge accounting for financial reporting purposes and fluctuations in the fair value of derivatives have been recognized as unrealized gain or loss on interest rate cap in our accompanying consolidated statements of operations. Payments received from our counterparties in connection with our derivative are recognized on our consolidated statements of operations as proceeds from interest rate cap.
Revenue Recognition
Interest income from loans receivable is recorded on the accrual basis based on the unpaid principal balance and the contractual terms of the loans. Recognition of fees, premiums, discounts and direct costs associated with these loans is deferred until the loan is advanced and is then amortized or accreted into interest income over the term of the loan as an adjustment to yield using the effective interest method based on expected cash flows through the expected recovery period. Income accrual may be suspended for loans when we determine that the payment of income and/or principal is no longer probable. Once income accrual is suspended, any previously recognized interest income deemed uncollectible is reversed against interest income. Factors considered when making this determination include our assessment of the underlying collateral value, delinquency in excess of 90 days, and overall market conditions. While on non-accrual status, based on our estimation as to collectability of principal, loans are either accounted for on a cash basis, where interest income is recognized only upon actual receipt of cash, or on a cost-recovery basis, where all cash receipts reduce a loan's carrying value. If and when a loan is brought back into compliance with its contractual terms, and our Manager has determined that the borrower has demonstrated an ability and willingness to continue to make contractually required payments related to the loan, we resume accrual of interest.
Revenue from real estate owned represents revenue associated with the operations of hotel properties classified as real estate owned. Revenue from the operations of the hotel properties is recognized when guestrooms are occupied, services have been rendered or fees have been earned. Revenues are recorded net of any discounts and sales and other taxes collected from customers. Revenues consist of room sales, food and beverage sales and other hotel revenues.
Recent Accounting Guidance
The FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, (“ASU 2022-02”). The standard eliminates the recognition and measurement guidance for troubled debt restructurings (“TDRs”) for creditors that have adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, ("CECL"). In addition to eliminating the TDR accounting guidance, ASU 2022-02 changes existing disclosure requirements and introduces new disclosures related to certain modifications of instruments with borrowers experiencing financial difficulty. The standard is effective for periods beginning after December 15, 2022, with early adoption permitted. During the second quarter of 2022, we
11
The FASB issued ASU 2019-12, Income Taxes (Topic 740), (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU 2019-12 also improves the consistent application of, and simplifies, GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2021, with early adoption permitted. We
Note 3. Loans Portfolio
Loans Receivable
Our loans receivable portfolio as of March 31, 2023 was comprised of the following loans ($ in thousands, except for number of loans):
|
|
Number of |
|
Loan Commitment(1) |
|
|
Unpaid Principal Balance |
|
|
Carrying |
|
|
Weighted Average Spread(3) |
|
|
Weighted Average Interest Rate(4) |
|
|||||
Loans receivable held-for-investment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Variable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior loans(5) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
||||||
Subordinate loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Fixed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior loans(5) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
N/A |
|
|
|
% |
||||||
Subordinate loans |
|
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Total/Weighted Average |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
N/A |
|
|
|
% |
||||||
General CECL reserve |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Loans receivable held-for-investment, net |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
||||||
Our loans receivable portfolio as of December 31, 2022 was comprised of the following loans ($ in thousands, except for number of loans):
|
|
Number of |
|
Loan Commitment(1) |
|
|
Unpaid Principal Balance |
|
|
Carrying |
|
|
Weighted Average Spread(3) |
|
|
Weighted Average Interest Rate(4) |
|
|||||
Loans receivable held-for-investment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Variable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior loans(5) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
||||||
Subordinate loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Fixed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior loans(5) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
N/A |
|
|
|
% |
||||||
Subordinate loans |
|
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Total/Weighted Average |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
||||||
General CECL reserve |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Loans receivable held-for-investment, net |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|||||
12
Activity relating to the loans receivable portfolio for the three months ended March 31, 2023 ($ in thousands):
|
|
Unpaid Principal Balance |
|
|
Deferred Fees |
|
|
Specific CECL Reserve |
|
|
Carrying Value (1) |
|
||||
Balance at December 31, 2022 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Initial funding of new loan originations and acquisitions |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Advances on existing loans |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Non-cash advances in lieu of interest |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Origination fees, extension fees and exit fees |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Repayments of loans receivable |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Repayments of non-cash advances in lieu of interest |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Accretion of fees |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Balance at March 31, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
General CECL reserve |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
Carrying Value |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Through CMTG/TT Mortgage REIT LLC ("CMTG/TT"), a previously consolidated joint venture, we held a
In the second quarter of 2022, we modified a loan with a borrower who was experiencing financial difficulties, resulting in a decrease in the index rate floor from
13
Concentration of Risk
The following table presents our loans receivable portfolio by loan type, as well as property type and geographic location of the properties collateralizing these loans as of March 31, 2023 and December 31, 2022 ($ in thousands):
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||||||||||
Loan Type |
|
Carrying Value (1) |
|
|
Percentage |
|
|
Carrying Value (2) |
|
|
Percentage |
|
||||
Senior loans(3) |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Subordinate loans |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
|
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
General CECL reserve |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
|
|
||
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property Type |
|
Carrying Value (1) |
|
|
Percentage |
|
|
Carrying Value (2) |
|
|
Percentage |
|
||||
Multifamily |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Hospitality |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Office |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Mixed-Use (4) |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Land |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
For Sale Condo |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Other |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
|
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
General CECL reserve |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
|
|
||
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Geographic Location |
|
Carrying Value (1) |
|
|
Percentage |
|
|
Carrying Value (2) |
|
|
Percentage |
|
||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
||||
West |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Northeast |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Southeast |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Mid Atlantic |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Southwest |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Midwest |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Other |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
|
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
General CECL reserve |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
|
|
||
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
14
Interest Income and Accretion
The following table summarizes our interest and accretion income from loans receivable held-for-investment, from interests in loans receivable held-for-investment, and from interest on cash balances, for the three months ended March 31, 2023 and 2022, respectively ($ in thousands):
|
|
Three Months Ended |
|
|||||
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
||
Coupon interest |
|
$ |
|
|
$ |
|
||
Interest on cash, cash equivalents, and other income |
|
|
|
|
|
- |
|
|
Accretion of fees |
|
|
|
|
|
|
||
Total interest and related income(1) |
|
$ |
|
|
$ |
|
||
Loan Risk Ratings
As further described in Note 2 – Summary of Significant Accounting Policies, we evaluate the credit quality of our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan and assign a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, current loan-to-value, debt yield, structure, cash flow volatility, exit plan, current market environment and sponsorship level. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 – Summary of Significant Accounting Policies.
The following tables allocate the principal balance and carrying value of the loans receivable based on our internal risk ratings as of March 31, 2023 and December 31, 2022 ($ in thousands):
March 31, 2023 |
||||||||||||
Risk Rating |
|
Number of Loans |
|
Unpaid Principal Balance |
|
|
Carrying Value (1) |
|
|
% of Total of Carrying Value |
||
1 |
|
- |
|
$ |
- |
|
|
$ |
- |
|
|
|
2 |
|
|
|
|
|
|
|
|
||||
3 |
|
|
|
|
|
|
|
|
||||
4 |
|
|
|
|
|
|
|
|
||||
5 |
|
|
|
|
|
|
|
|
||||
|
|
|
$ |
|
|
$ |
|
|
||||
General CECL reserve |
|
|
|
|
|
( |
) |
|
|
|||
|
|
|
|
|
|
|
$ |
|
|
|
||
December 31, 2022 |
||||||||||||
Risk Rating |
|
Number of Loans |
|
Unpaid Principal Balance |
|
|
Carrying Value (1) |
|
|
% of Total of Carrying Value |
||
1 |
|
- |
|
$ |
- |
|
|
$ |
- |
|
|
|
2 |
|
|
|
|
|
|
|
|
||||
3 |
|
|
|
|
|
|
|
|
||||
4 |
|
|
|
|
|
|
|
|
||||
5 |
|
|
|
|
|
|
|
|
||||
|
|
|
$ |
|
|
$ |
|
|
||||
General CECL reserve |
|
|
|
|
( |
) |
|
|
||||
|
|
|
|
|
|
|
$ |
|
|
|
||
As of March 31, 2023 and December 31, 2022, the average risk rating of our portfolio was
15
The following table presents the carrying value and significant characteristics of our loans receivable on non-accrual status as of March 31, 2023 ($ in thousands):
Property Type |
|
Location |
|
Risk Rating |
|
Unpaid Principal Balance |
|
|
Carrying Value Before Specific CECL Reserve |
|
|
Specific |
|
|
Net Carrying Value |
|
|
Interest Recognition Method / as of Date |
||||
Mixed-Use |
|
NY |
|
5 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
||||
Hospitality |
|
VA |
|
4 |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Multifamily |
|
CA |
|
5 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||||
Land |
|
NY |
|
4 |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Other |
|
Other |
|
5 |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Total non-accrual (3) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|||||||
The following table presents the carrying value and significant characteristics of our loans receivable on non-accrual status as of December 31, 2022 ($ in thousands):
Property Type |
|
Location |
|
Risk Rating |
|
Unpaid Principal Balance |
|
|
Carrying Value Before Specific CECL Reserve |
|
|
Specific |
|
|
Net Carrying Value |
|
|
Interest Recognition Method / as of Date |
||||
Multifamily |
|
CA |
|
5 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
||||
Mixed-Use |
|
NY |
|
5 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||||
Land |
|
NY |
|
4 |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Other |
|
Other |
|
5 |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Total non-accrual (2) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|||||||
Current Expected Credit Losses
The current expected credit loss reserve required under GAAP reflects our current estimate of potential credit losses related to our loan commitments. See Note 2 for further discussion of our current expected credit loss reserve.
During the three months ended March 31, 2023, we recorded a reversal of current expected credit losses of $
During the three months ended December 31, 2022, we recorded a specific CECL reserve of $
During the three months ended December 31, 2022, we recorded a specific CECL reserve of $
Fair market values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair market values include assumptions of property specific
16
cash flows over estimated holding periods, discount rates approximating
During the three months ended March 31, 2022, we recorded a provision for current expected credit losses of $
The following table illustrates the quarterly changes in the current expected credit loss reserve for the three months ended March 31, 2023 and 2022, respectively ($ in thousands):
|
|
|
|
|
General CECL Reserve |
|
|
|
|
|||||||||||||||||||
|
|
Specific CECL Reserve |
|
|
Loans Receivable Held-for-Investment |
|
|
Interests in Loans Receivable Held-for-Investment |
|
|
Accrued Interest Receivable |
|
|
Unfunded Loan Commitments (1) |
|
|
Total General CECL Reserve |
|
|
Total CECL Reserve |
|
|||||||
Total reserve, |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Increase (reversal) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total reserve, |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total reserve, |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reversal |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total reserve, |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reserve at |
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
% |
|||||||
Our primary credit quality indicator is our internal risk rating, which is further discussed above. The following table presents the carrying value of our loans receivable as of March 31, 2023 by year of origination and risk rating ($ in thousands):
|
|
|
Carrying Value by Origination Year as of March 31, 2023 |
|
||||||||||||||||||||||||||
Risk Rating |
|
Number of Loans |
|
Carrying Value (1) |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|||||||
1 |
|
- |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
2 |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||||
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
4 |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
5 |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||||
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
The following table details overall statistics for our loans receivable ($ in thousands):
|
|
Loans Receivable |
|
|||||
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Weighted average yield to maturity |
|
|
% |
|
|
% |
||
Weighted average term to fully extended maturity |
|
|
|
|
||||
Note 4. Equity Method Investment
On June 8, 2016, we acquired a
17
Effective August 1, 2022, we are not deemed to be the primary beneficiary of CMTG/TT in accordance with ASC 810 and do not consolidate the joint venture. We did not recognize a gain or loss as this transaction occurred simultaneously with the conversion of the aforementioned loan, and thus there was no change in the underlying value of our
Note 5. Real Estate Owned, Net
On February 8, 2021, we acquired legal title to a portfolio of hotel properties located in New York, NY through a foreclosure. Prior to February 8, 2021, the hotel portfolio represented the collateral for a $
The following table presents additional detail related to our real estate owned, net as of March 31, 2023 and December 31, 2022 ($ in thousands):
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Land |
|
$ |
|
|
$ |
|
||
Building |
|
|
|
|
|
|
||
Capital improvements |
|
|
|
|
|
|
||
Furniture, fixtures and equipment |
|
|
|
|
|
|
||
Real estate owned |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Real estate owned, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended March 31, 2023 and 2022 was $
Note 6. Debt Obligations
As of March 31, 2023 and December 31, 2022, we financed certain of our loans receivables using repurchase agreements, a term participation facility, the sale of loan participations, and notes payable. Further, we have a secured term loan and debt related to real estate owned. The financings bear interest at a rate equal to LIBOR/SOFR plus a credit spread or at a fixed rate.
The following table summarizes our financings as of March 31, 2023 and December 31, 2022 ($ in thousands):
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
|
||||||||||||||||||
|
|
Capacity |
|
|
Borrowing Outstanding |
|
|
Weighted |
|
|
Capacity |
|
|
Borrowing Outstanding |
|
|
Weighted |
|
|
||||||
Repurchase agreements and term |
|
$ |
|
|
$ |
|
|
|
+ |
|
|
$ |
|
|
$ |
|
|
|
+ |
|
|
||||
Repurchase agreement - Side Car(2) |
|
|
|
|
|
|
|
|
+ |
|
|
|
|
|
|
|
|
|
+ |
|
|
||||
Loan participations sold |
|
|
|
|
|
|
|
|
+ |
|
|
|
|
|
|
|
|
|
+ |
|
|
||||
Notes payable |
|
|
|
|
|
|
|
|
+ |
|
|
|
|
|
|
|
|
|
+ |
|
|
||||
Secured Term Loan |
|
|
|
|
|
|
|
|
+ |
|
|
|
|
|
|
|
|
|
+ |
|
|
||||
Debt related to real estate owned |
|
|
|
|
|
|
|
|
+ |
|
|
|
|
|
|
|
|
|
+ |
|
|
||||
Total / weighted average |
|
$ |
|
|
$ |
|
|
|
+ |
|
|
$ |
|
|
$ |
|
|
|
+ |
|
|
||||
18
Repurchase Agreements and Term Participation Facility
Repurchase Agreements
The following table summarizes our repurchase agreements by lender as of March 31, 2023 ($ in thousands):
Lender |
|
Initial Maturity (1) |
|
Fully |
|
Maximum |
|
|
Borrowing |
|
|
Undrawn |
|
|
Carrying |
|
||||
JP Morgan Chase Bank, N.A. - |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
JP Morgan Chase Bank, N.A. - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Morgan Stanley Bank, N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goldman Sachs Bank USA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Barclays Bank PLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deutsche Bank AG, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wells Fargo Bank, N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table summarizes our repurchase agreements by lender as of December 31, 2022 ($ in thousands):
Lender |
|
Initial Maturity (1) |
|
Fully |
|
Maximum |
|
|
Borrowing |
|
|
Undrawn |
|
|
Carrying Value of Collateral(2) |
|
||||
JP Morgan Chase Bank, N.A. - |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
JP Morgan Chase Bank, N.A. - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Morgan Stanley Bank, N.A.(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goldman Sachs Bank USA (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Barclays Bank PLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deutsche Bank AG, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wells Fargo Bank, N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Term Participation Facility
On November 4, 2022, we entered into a master participation and administration agreement to finance certain of our mortgage loans. The lender has the benefit of cross-collateralization across the loans in the facility. The facility has a maximum committed amount of $
19
term participation facility will mature
Our term participation facility as of March 31, 2023 is summarized as follows ($ in thousands):
Contractual Maturity Date |
|
Borrowing Outstanding |
|
|
Carrying Value |
|
|
Carrying Value of Collateral |
|
|||
|
$ |
|
|
$ |
|
|
$ |
|
||||
Our term participation facility as of December 31, 2022 is summarized as follows ($ in thousands):
Contractual Maturity Date |
|
Borrowing Outstanding |
|
|
Carrying Value |
|
|
Carrying Value of Collateral |
|
|||
|
$ |
|
|
$ |
|
|
$ |
|
||||
Loan Participations Sold
Our loan participations sold as of March 31, 2023 are summarized as follows ($ in thousands):
Contractual |
|
Maximum |
|
Borrowing Outstanding |
|
|
Carrying |
|
|
Carrying |
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Our loan participations sold as of December 31, 2022 are summarized as follows ($ in thousands):
Contractual |
|
Maximum |
|
Borrowing Outstanding |
|
|
Carrying |
|
|
Carrying |
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Notes Payable
Our notes payable as of March 31, 2023 are summarized as follows ($ in thousands):
Contractual |
|
Maximum |
|
Borrowing Outstanding |
|
|
Carrying |
|
|
Carrying |
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Our notes payable as of December 31, 2022 are summarized as follows ($ in thousands):
Contractual |
|
Maximum |
|
Borrowing Outstanding |
|
|
Carrying |
|
|
Carrying |
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
20
Secured Term Loan, Net
On August 9, 2019, we entered into a $
The secured term loan as of March 31, 2023 is summarized as follows ($ in thousands):
Contractual Maturity Date |
|
Stated Rate (1) |
|
Interest Rate |
|
Borrowing Outstanding |
|
|
Carrying Value |
|
||
|
|
|
$ |
|
|
$ |
|
|||||
The secured term loan as of December 31, 2022 is summarized as follows ($ in thousands):
Contractual Maturity Date |
|
Stated Rate (1) |
|
Interest Rate |
|
Borrowing Outstanding |
|
|
Carrying Value |
|
||
|
|
|
$ |
|
|
$ |
|
|||||
The secured term loan is partially amortizing, with principal payments of $
Debt Related to Real Estate Owned, Net
On February 8, 2021 we assumed a $
Our debt related to real estate owned as of March 31, 2023 is summarized as follows ($ in thousands):
Contractual Maturity Date |
|
Stated Rate (1) |
|
Net Interest Rate (1) |
|
Borrowing Outstanding |
|
|
Carrying Value |
|
||
|
|
|
$ |
|
|
$ |
|
|||||
Our debt related to real estate owned as of December 31, 2022 is summarized as follows ($ in thousands):
Contractual Maturity Date |
|
Stated Rate (1) |
|
Net Interest Rate (1) |
|
Borrowing Outstanding |
|
|
Carrying Value |
|
||
|
|
|
$ |
|
|
$ |
|
|||||
Acquisition Facility
On June 29, 2022, we entered into a $
21
Interest Expense and Amortization
The following table summarizes our interest and amortization expense on secured financings, debt related to real estate owned and on the secured term loan for the three months ended March 31, 2023 and 2022, respectively ($ in thousands):
|
|
Three Months Ended |
|
|||||
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
||
Interest expense on secured financings |
|
$ |
|
|
$ |
|
||
Interest expense on secured term loan |
|
|
|
|
|
|
||
Interest expense on debt related to real estate owned (1) |
|
|
|
|
|
|
||
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Total interest and related expense |
|
$ |
|
|
$ |
|
||
Financial Covenants
Note 7. Derivatives
As part of the agreement to amend the terms of our debt related to real estate owned on June 2, 2021, we acquired an interest rate cap with a notional amount of $
The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to
Note 8. Fair Value Measurements
ASC 820, “Fair Value Measurement and Disclosures” establishes a framework for measuring fair value as well as disclosures about fair value measurements. It emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use when pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, the standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability other than quoted prices, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement fall is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
22
Financial Instruments Reported at Fair Value
The fair value of our interest rate cap is determined by using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the interest rate cap. The variable interest rates used in the calculation of projected receipts on the interest rate cap are based on a third-party expert's expectation of future interest rates derived from observable market interest rate curves and volatilities. Our interest rate cap is classified as Level 2 in the fair value hierarchy and is valued at $
Financial Instruments Not Reported at Fair Value
The carrying value and estimated fair value of financial instruments not recorded at fair value on a recurring basis but required to be disclosed at fair value were as follows ($ in thousands):
|
|
March 31, 2023 |
|
|||||||||||||||||||||
|
|
Carrying |
|
|
Unpaid Principal |
|
|
|
|
|
Fair Value Hierarchy Level |
|
||||||||||||
|
|
Value |
|
|
Balance |
|
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||||
Loans receivable held-for-investment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||||
Repurchase agreements |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Term participation facility |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Loan participations sold, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Notes payable, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Secured term loan, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Debt related to real estate owned, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
|
|
December 31, 2022 |
|
|||||||||||||||||||||
|
|
Carrying |
|
|
Unpaid Principal |
|
|
|
|
|
Fair Value Hierarchy Level |
|
||||||||||||
|
|
Value |
|
|
Balance |
|
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||||
Loans receivable held-for-investment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||||
Repurchase agreements |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Term participation facility |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Loan participations sold, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Notes payable, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Secured term loan, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Debt related to real estate owned, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Note 9. Equity
Common Stock
Our charter provides for the issuance of up to
The following table provides a summary of the number of shares of common stock outstanding during the three months ended March 31, 2023 and 2022, respectively, including redeemable common stock:
|
|
Three Months Ended |
|
|||||
Common Stock Outstanding |
|
March 31, 2023 |
|
|
March 31, 2022 |
|
||
Beginning balance |
|
|
|
|
|
|
||
Repurchase of common stock |
|
|
|
|
|
( |
) |
|
Ending balance |
|
|
|
|
|
|
||
Repurchased Shares
We entered into an agreement (the “10b5-1 Purchase Plan”) with Morgan Stanley & Co. LLC, pursuant to which Morgan Stanley & Co. LLC, as our agent, would buy in the open market up to $
23
Purchase Plan is expended. The 10b5-1 Purchase Plan required Morgan Stanley & Co. LLC to purchase shares of our common stock on our behalf when the market price per share was below the book value per common stock, subject to certain daily limits prescribed by the 10b5-1 Purchase Plan. For the period from December 6, 2021 through October 24, 2022, our full $
Dividends
The following tables detail our dividend activity for common stock ($ in thousands, except per share data):
|
|
For the Quarter Ended |
|
|||||
|
|
March 31, 2023 |
|
|||||
|
|
Amount |
|
|
Per Share |
|
||
Dividends declared - common stock |
|
$ |
|
|
$ |
|
||
Record Date - common stock |
|
|
||||||
Payment Date - common stock |
|
|
||||||
|
|
For the Quarter Ended |
|
|||||
|
|
March 31, 2022 |
|
|||||
|
|
Amount |
|
|
Per Share |
|
||
Dividends declared - common stock |
|
$ |
|
|
$ |
|
||
Record Date - common stock |
|
|
||||||
Payment Date - common stock |
|
|
||||||
Note 10. Earnings Per Share
We calculate basic earnings per share (“EPS”) using the two-class method, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. Under the two-class method, earnings (distributed and undistributed) are allocated to common stock and participating securities based on their respective rights. Basic EPS is calculated by dividing our net income attributable to common stockholders minus participating securities' share in earnings by the weighted average number of shares of common stock outstanding during each period.
Diluted EPS is calculated under the more dilutive of the treasury stock or the two-class method. Under the treasury stock method, diluted EPS is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding plus the incremental potential shares of common stock assumed issued during the period if they are dilutive.
As of March 31, 2023 and 2022, we had
|
|
Three Months Ended |
|
|||||
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
||
Net income attributable to common stockholders |
|
$ |
|
|
$ |
|
||
Dividends on participating securities |
|
|
( |
) |
|
|
- |
|
Participating securities' share in earnings |
|
|
- |
|
|
|
- |
|
Basic earnings |
|
$ |
|
|
$ |
|
||
Weighted average shares of common stock outstanding, basic and diluted (1) |
|
|
|
|
|
|
||
Net income per share of common stock, basic and diluted |
|
$ |
|
|
$ |
|
||
For the three months ended March 31, 2023 and 2022,
Note 11. Related Party Transactions
Our activities are managed by the Manager. Pursuant to the terms of the Management Agreement, the Manager is responsible for originating investment opportunities, providing asset management services and administering our day-to-day operations. The Manager is entitled to receive a management fee, an incentive fee and a termination fee as defined below.
24
The following table summarizes our management fees ($ in thousands):
|
|
Three Months Ended |
|
|||||
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
||
Management fees |
|
$ |
|
|
$ |
|
||
Incentive fees |
|
|
|
|
|
- |
|
|
Total |
|
$ |
|
|
$ |
|
||
Management Fees
On August 2, 2022 our Management Agreement was amended and restated, primarily to provide for reimbursement of allocable costs, including compensation of the Manager’s non-investment professionals, to provide for automatic one-year renewals of the agreement following its original expiration date, unless it is otherwise terminated by our Board, and to remove historical provisions that are no longer relevant to our business and certain reporting requirements that are not customary for a public company.
Incentive Fees
The Manager is entitled to an incentive fee equal to
Termination Fees
Reimbursable Expenses
The Manager or its affiliates are entitled to reimbursement for certain documented costs and expenses incurred by them on our behalf, as set forth in the Management Agreement, excluding any expenses specifically required to be borne by the Manager under the Management Agreement. For the three months ended March 31, 2023 and 2022, we incurred $
Loans Receivable Held-for-Investment
As of March 31, 2023 and December 31, 2022, we had a loan with an unpaid principal balance of $
Note 12. Stock-Based Compensation
Incentive Award Plan
We are externally managed and do not currently have any employees. On March 30, 2016, we adopted the 2016 Incentive Award Plan (the “Plan”) to promote the success and enhance the value of the Company by linking the individual interests of employees of the
25
Manager and its affiliates to those of our stockholders. As of March 31, 2023, the maximum remaining number of shares that may be issued under the Plan is equal to
On March 30, 2023, the Board granted an aggregate of
On June 14, 2022, the Board granted an aggregate of
For the three months ended March 31, 2023 and 2022, we recognized $
Deferred Compensation Plan
On May 24, 2022, we adopted the Deferred Compensation Plan to provide our directors and certain executives with an opportunity to defer payment of their stock-based compensation or RSUs and director cash fees, if applicable, pursuant to the terms of the Deferred Compensation Plan.
Under our Deferred Compensation Plan, certain of our Board members elected to receive the annual fees and/or time-based RSUs to which they are entitled under our Non-Employee Director Compensation Program in the form of deferred RSUs. Accordingly, during three months ended March 31, 2023 and 2022, we issued
Non-Employee Director Compensation Program
The Board awards time-based RSUs to eligible non-employee Board members on an annual basis as part of such Board members’ annual compensation in accordance with the Non-Employee Director Compensation Program. The time-based awards are generally issued in the second quarter on the date of the annual meeting of our stockholders, in conjunction with the director’s election to the Board, and the awards vest on the earlier of (x) the one-year anniversary of the grant date and (y) the date of the next annual meeting of our stockholders following the grant date, subject to the applicable participants' continued service through such vesting date.
In June 2022, the eligible non-employee members of the Board were automatically granted an aggregate of
Stock-based compensation expense is recognized in earnings on a straight-line basis over the applicable award’s vesting period. Forfeitures of stock-based compensation awards are recognized as they occur. As of March 31, 2023, total unrecognized compensation expense was $
The following table details the time-based RSU activity during the three months ended March 31, 2023:
|
|
Time-based Restricted Stock Units |
|
|
Performance-based Restricted Stock Units |
|
||||||||||
|
|
Number of Restricted Shares |
|
|
Weighted-Average Grant Date Fair Value Per Share |
|
|
Number of Restricted Shares |
|
|
Weighted-Average Grant Date Fair Value Per Share |
|
||||
Unvested, December 31, 2022 |
|
|
|
|
$ |
|
|
|
- |
|
|
$ |
- |
|
||
Granted |
|
|
|
|
$ |
|
|
|
- |
|
|
|
- |
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
- |
|
|
|
- |
|
|
Unvested, March 31, 2023 |
|
|
|
|
$ |
|
|
|
- |
|
|
$ |
- |
|
||
For the three months ended March 31, 2022, we had
26
Note 13. Income Taxes
We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with our taxable year ended December 31, 2015 and expect to continue to operate so as to qualify as a REIT. As a result, we will generally not be subject to federal and state income tax on that portion of our income that we distribute to stockholders if we distribute at least
Our real estate owned is held in a TRS. A TRS is a corporation that is owned directly or indirectly by a REIT and has jointly elected with the REIT to be treated as a TRS for tax purposes. For the three months ended March 31, 2023 and 2022, we did
As of March 31, 2023 and December 31, 2022, we did
We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions, if applicable, are included as a component of the provision for income taxes in our consolidated statements of income. As of and for the three months ended March 31, 2023 and 2022, we have
Our tax returns are subject to audit by taxing authorities. Tax years 2019 and onward remain open to examination by major taxing jurisdictions in which we are subject to taxes.
Note 14. Commitments and Contingencies
We hold a
As of March 31, 2023 and December 31, 2022, we had aggregate unfunded loan commitments of $
Our contractual payments due under all financings were as follows as of March 31, 2023 ($ in thousands):
Year |
|
Amount |
|
|
2023(1)(2) |
|
$ |
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
Total |
|
$ |
|
|
In the normal course of business, we may enter into contracts that contain a variety of representations and provide for general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred. However, based on experience, we expect the risk of loss to be remote.
27
Note 15. Subsequent Events
We have evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that no additional disclosure is necessary.
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. References herein to “Claros Mortgage Trust,” “Company”, “we”, “us” or “our” refer to Claros Mortgage Trust, Inc. and its subsidiaries unless the context specifically requires otherwise. References to "Sponsor" refer to Mack Real Estate Credit Strategies, L.P. ("MRECS"), the CRE lending and debt investment business affiliated with Mack Real Estate Group, LLC ("MREG"). Although MRECS and MREG are distinct legal entities, for convenience, references to our "Sponsor" are deemed to include references to MRECS and MREG, individually or collectively, as appropriate for the context and unless otherwise indicated.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements herein and will make forward-looking statements in future filings with the SEC, press releases or other written or oral communications within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may" or similar expressions, it intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: the macro- and micro-economic impact of the COVID-19 pandemic and secondary effects thereof on our financial condition, results of operations, liquidity and capital resources; market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy; the demand for commercial real estate loans; our business and investment strategy; our operating results; actions and initiatives of the U.S. government and governments outside of the United States, changes to government policies and the execution and impact of these actions, initiatives and policies; the state of the economy generally or in specific geographic regions; economic trends and economic recoveries; our ability to obtain and maintain financing arrangements, including secured debt arrangements and securitizations; the timing and amount of expected future fundings of unfunded commitments; the availability of debt financing from traditional lenders; the volume of short-term loan extensions; the demand for new capital to replace maturing loans; expected leverage; general volatility of the securities markets in which we participate; changes in the value of our assets; the scope of our target assets; interest rate mismatches between our target assets and any borrowings used to fund such assets; changes in interest rates and the market value of our target assets; changes in prepayment rates on our target assets; effects of hedging instruments on our target assets; rates of default or decreased recovery rates on our target assets; the degree to which hedging strategies may or may not protect us from interest rate volatility; impact of and changes in governmental regulations, tax law and rates, accounting, legal or regulatory issues or guidance and similar matters; our continued maintenance of our qualification as a REIT for U.S. federal income tax purposes; our continued exclusion from registration under the Investment Company Act of 1940, as amended (the "1940 Act"); the availability of opportunities to acquire commercial mortgage-related, real estate-related and other securities; the availability of qualified personnel; estimates relating to our ability to make distributions to our stockholders in the future; our present and potential future competition; and unexpected costs or unexpected liabilities, including those related to litigation.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. See "Item 1A. Risk Factors" of this Quarterly Report on Form 10-Q and our Annual Report. These and other risks, uncertainties, and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those included in any forward-looking statements we make. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Introduction
We are a CRE finance company focused primarily on originating loans on transitional CRE assets located in major U.S. markets, including mortgage loans secured by a first priority or subordinate mortgage on transitional CRE assets, and subordinate loans including mezzanine loans secured by a pledge of equity ownership interests in the direct or indirect property owner rather than directly in the underlying commercial properties. These loans are subordinate to a mortgage loan but senior to the property owner’s equity ownership interests. Transitional CRE assets are properties that require repositioning, renovation, rehabilitation, leasing, development or redevelopment or other value-added elements in order to maximize value. We believe our Sponsor’s real estate development, ownership and operations experience and infrastructure differentiates us in lending on these transitional CRE assets. Our objective is to be a premier
29
provider of debt capital for transitional CRE assets and, in doing so, to generate attractive risk-adjusted returns for our stockholders over time, primarily through dividends. We strive to create a diversified investment portfolio of CRE loans that we generally intend to hold to maturity. We focus primarily on originating loans ranging from $50 million to $300 million on transitional CRE assets located in major markets with attractive fundamental characteristics supported by macroeconomic tailwinds.
We were organized as a Maryland corporation on April 29, 2015 and commenced operations on August 25, 2015, and are traded on the New York Stock Exchange, or NYSE, under the symbol “CMTG”. We have elected and believe we have qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015. We are externally managed and advised by our Manager, an investment adviser registered with the SEC pursuant to the Investment Advisers Act of 1940, as amended (the "Advisers Act"). We operate our business in a manner that permits us to maintain our exclusion from registration under the Investment Company Act of 1940, as amended (the "1940 Act").
I. Key Financial Measures and Indicators
As a CRE finance company, we believe the key financial measures and indicators for our business are net income per share, dividends declared per share, Distributable Earnings per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the three months ended March 31, 2023, we had net income per share of $0.26, dividends declared per share of $0.37, and Distributable Earnings per share of $0.29. As of March 31, 2023, our book value per share was $17.26, our adjusted book value per share was $17.96, our Net-Debt-to-Equity Ratio was 2.2x, and our Total Leverage Ratio was 2.6x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.
Net Income Per Share and Dividends Declared Per Share
The following table sets forth the calculation of basic and diluted net income (loss) per share and dividends declared per share ($ in thousands, except share and per share data):
|
|
Three Months Ended |
|
|||||
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Net income (loss) attributable to common stock |
|
$ |
36,678 |
|
|
$ |
(22,653 |
) |
Weighted average shares of common stock outstanding, basic and diluted |
|
|
138,385,810 |
|
|
|
138,457,076 |
|
Basic and diluted net income (loss) per share of common stock |
|
$ |
0.26 |
|
|
$ |
(0.17 |
) |
Dividends declared per share of common stock |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
Distributable Earnings
Distributable Earnings is a non-GAAP measure used to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager, that we believe are not necessarily indicative of our current performance and operations. Distributable Earnings is a non-GAAP measure, which we define as net income in accordance with GAAP, excluding (i) non-cash stock-based compensation expense, (ii) real estate depreciation and amortization, (iii) any unrealized gains or losses from mark-to-market valuation changes (other than permanent impairments) that are included in net income for the applicable period, (iv) one-time events pursuant to changes in GAAP and (v) certain non-cash items, which in the judgment of our Manager, should not be included in Distributable Earnings. Pursuant to the Management Agreement, we use Core Earnings, which is substantially the same as Distributable Earnings excluding incentive fees, to determine the incentive fees we pay our Manager. Distributable Earnings is substantially the same as Core Earnings, as defined in the Management Agreement, for the periods presented.
Distributable Earnings, and other similar measures, have historically been a useful indicator of a mortgage REITs’ ability to cover its dividends, and to mortgage REITs themselves in determining the amount of any dividends. Distributable Earnings is a key factor, among others, considered by the Board in setting the dividend and as such we believe Distributable Earnings is useful to investors. Accordingly, we believe providing Distributable Earnings on a supplemental basis to our net income as determined in accordance with GAAP is helpful to our stockholders in assessing the overall performance of our business.
We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flows from operating activities determined in accordance with GAAP. We believe Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager, that we believe are not necessarily indicative of our current performance and operations. Distributable Earnings does not represent net income or cash flows from operating activities as determined in accordance with GAAP and should not be considered as an alternative to GAAP net income,
30
an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures and, accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.
While Distributable Earnings excludes the impact of our unrealized provision for or reversal of current expected credit loss reserves, loan losses are charged off and recognized through Distributable Earnings when deemed non-recoverable. Non-recoverability is determined (i) upon the resolution of a loan (i.e., when the loan is repaid, fully or partially, or in the case of foreclosure, when the underlying asset is sold), or (ii) with respect to any amount due under any loan, when such amount is determined to be non-collectible. During the three months ended March 31, 2023, we recorded a $3.2 million reversal in the CECL reserve, which has been excluded from Distributable Earnings. During the three months ended December 31, 2022, we recorded a $71.4 million provision for CECL reserve, which has been excluded from Distributable Earnings.
In determining Distributable Earnings per share, the dilutive effect of unvested RSUs is considered. The weighted-average diluted shares outstanding used for Distributable Earnings has been adjusted from weighted-average diluted shares under GAAP to include unvested RSUs.
The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Distributable Earnings:
|
|
Three Months Ended |
|
|||||
Weighted-Averages |
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Diluted Shares - GAAP |
|
|
138,385,810 |
|
|
|
138,457,076 |
|
Unvested RSUs |
|
|
2,183,169 |
|
|
|
2,159,280 |
|
Diluted Shares - Distributable Earnings |
|
|
140,568,979 |
|
|
|
140,616,356 |
|
The following table provides a reconciliation of net income (loss) attributable to common stock to Distributable Earnings ($ in thousands, except share and per share data):
|
|
Three Months Ended |
|
|||||
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Net income (loss) attributable to common stock: |
|
$ |
36,678 |
|
|
$ |
(22,653 |
) |
Adjustments: |
|
|
|
|
|
|
||
Non-cash stock-based compensation expense |
|
|
3,366 |
|
|
|
3,427 |
|
(Reversal of) provision for current expected credit loss reserve |
|
|
(3,239 |
) |
|
|
71,377 |
|
Depreciation expense |
|
|
2,058 |
|
|
|
2,039 |
|
Unrealized loss (gain) on interest rate cap |
|
|
1,404 |
|
|
|
(429 |
) |
Distributable Earnings prior to principal charge-offs |
|
$ |
40,267 |
|
|
$ |
53,761 |
|
Principal charge-offs |
|
|
- |
|
|
|
(27 |
) |
Distributable Earnings |
|
$ |
40,267 |
|
|
$ |
53,734 |
|
Weighted average diluted shares - Distributable Earnings |
|
|
140,568,979 |
|
|
|
140,616,356 |
|
Diluted Distributable Earnings per share prior to principal charge-offs |
|
$ |
0.29 |
|
|
$ |
0.38 |
|
Diluted Distributable Earnings per share |
|
$ |
0.29 |
|
|
$ |
0.38 |
|
31
Book Value Per Share
We believe that presenting book value per share adjusted for the general current expected credit loss reserve and accumulated depreciation is useful for investors as it enhances the comparability across the industry. We believe that our investors and lenders consider book value excluding these items as an important metric related to our overall capitalization.
The following table sets forth the calculation of our book value and our adjusted book value per share ($ in thousands, except share and per share data):
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Equity |
|
$ |
2,444,154 |
|
|
$ |
2,456,471 |
|
Number of shares of common stock outstanding and RSUs |
|
|
141,632,654 |
|
|
|
140,542,274 |
|
Book Value per share(1) |
|
$ |
17.26 |
|
|
$ |
17.48 |
|
Add back: accumulated depreciation on real estate owned |
|
|
0.12 |
|
|
|
0.11 |
|
Add back: general CECL reserve |
|
|
0.58 |
|
|
|
0.61 |
|
Adjusted Book Value per share |
|
$ |
17.96 |
|
|
$ |
18.20 |
|
II. Our Portfolio
The below table summarizes our loan portfolio as of March 31, 2023 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
Weighted Average(3) |
|
|
|
|
|||||||||
|
|
Number of |
|
|
Loan Commitment(1) |
|
|
Carrying Value (2) |
|
|
Yield to Maturity(4) |
|
|
Term to |
|
|
LTV(6) |
|
||||||
Senior and subordinate loans |
|
|
76 |
|
|
$ |
9,314,595 |
|
|
$ |
7,550,320 |
|
|
|
8.9 |
% |
|
|
3.1 |
|
|
|
68.9 |
% |
Portfolio Activity and Overview
The following table summarizes changes in unpaid principal balance within our loan portfolio for the three months ended March 31, 2023 ($ in thousands):
32
Unpaid principal balance, beginning of period |
|
$ |
7,538,525 |
|
Initial funding of loans |
|
|
101,059 |
|
Advances on loans |
|
|
226,492 |
|
Loan repayments |
|
|
(210,787 |
) |
Total net fundings/(payoffs) |
|
|
116,764 |
|
Unpaid principal balance, end of period |
|
$ |
7,655,289 |
|
The following table details our loan investments individually based on unpaid principal balances as of March 31, 2023 ($ in thousands):
Loan Number |
|
Loan type |
|
Origination Date |
|
Loan Commitment(1) |
|
|
Unpaid Principal Balance |
|
|
Carrying Value(2) |
|
|
Fully Extended Maturity(3) |
|
Property Type |
|
Construction(4) |
|
Location |
|
Risk Rating |
|||
1 |
|
Senior |
|
12/16/2021 |
|
|
405,000 |
|
|
|
400,765 |
|
|
|
398,377 |
|
|
6/16/2027 |
|
Multifamily |
|
- |
|
CA |
|
3 |
2 |
|
Senior |
|
11/1/2019 |
|
|
390,000 |
|
|
|
390,000 |
|
|
|
389,065 |
|
|
11/1/2026 |
|
Multifamily |
|
- |
|
NY |
|
3 |
3 |
|
Senior |
|
7/12/2018 |
|
|
280,000 |
|
|
|
280,000 |
|
|
|
281,263 |
|
|
8/1/2023 |
|
Hospitality |
|
- |
|
NY |
|
3 |
4 |
|
Senior |
|
7/26/2021 |
|
|
225,000 |
|
|
|
225,000 |
|
|
|
224,084 |
|
|
7/26/2026 |
|
Hospitality |
|
- |
|
GA |
|
3 |
5 |
|
Senior |
|
10/18/2019 |
|
|
253,631 |
|
|
|
215,264 |
|
|
|
215,264 |
|
|
10/18/2024 |
|
For Sale Condo |
|
Y |
|
CA |
|
3 |
6 |
|
Senior |
|
8/17/2022 |
|
|
235,000 |
|
|
|
212,310 |
|
|
|
210,560 |
|
|
8/17/2027 |
|
Hospitality |
|
- |
|
CA |
|
3 |
7 |
|
Senior |
|
6/30/2022 |
|
|
227,000 |
|
|
|
212,229 |
|
|
|
210,171 |
|
|
6/30/2029 |
|
Hospitality |
|
- |
|
CA |
|
3 |
8 |
|
Senior |
|
12/27/2018 |
|
|
210,000 |
|
|
|
208,797 |
|
|
|
166,790 |
|
|
2/1/2025 |
|
Mixed-Use |
|
- |
|
NY |
|
5 |
9 |
|
Senior |
|
2/15/2022 |
|
|
262,500 |
|
|
|
205,452 |
|
|
|
203,429 |
|
|
2/15/2027 |
|
Multifamily |
|
Y |
|
CA |
|
3 |
10 |
|
Senior |
|
10/4/2019 |
|
|
223,062 |
|
|
|
197,116 |
|
|
|
196,854 |
|
|
10/1/2025 |
|
Mixed-Use |
|
Y |
|
DC |
|
3 |
11 |
|
Senior |
|
9/7/2018 |
|
|
192,600 |
|
|
|
192,600 |
|
|
|
192,428 |
|
|
10/18/2024 |
|
Land |
|
- |
|
NY |
|
3 |
12 |
|
Senior |
|
1/14/2022 |
|
|
170,000 |
|
|
|
170,000 |
|
|
|
168,989 |
|
|
1/14/2027 |
|
Multifamily |
|
- |
|
CO |
|
3 |
13 |
|
Senior |
|
9/26/2019 |
|
|
258,400 |
|
|
|
167,305 |
|
|
|
166,217 |
|
|
9/26/2026 |
|
Office |
|
- |
|
GA |
|
4 |
14 |
|
Senior |
|
4/14/2022 |
|
|
193,400 |
|
|
|
166,913 |
|
|
|
165,597 |
|
|
4/14/2027 |
|
Multifamily |
|
- |
|
MI |
|
3 |
15 |
|
Senior |
|
9/20/2019 |
|
|
160,000 |
|
|
|
158,135 |
|
|
|
156,676 |
|
|
12/31/2025 |
|
For Sale Condo |
|
Y |
|
FL |
|
2 |
16 |
|
Senior |
|
9/8/2022 |
|
|
160,000 |
|
|
|
152,793 |
|
|
|
151,503 |
|
|
9/8/2027 |
|
Multifamily |
|
- |
|
AZ |
|
3 |
17 |
|
Senior |
|
2/28/2019 |
|
|
150,000 |
|
|
|
150,000 |
|
|
|
149,656 |
|
|
2/28/2024 |
|
Office |
|
- |
|
CT |
|
3 |
18 |
|
Senior |
|
1/9/2018 |
|
|
148,592 |
|
|
|
148,592 |
|
|
|
148,592 |
|
|
1/9/2024 |
|
Hospitality |
|
- |
|
VA |
|
4 |
19 |
|
Senior |
|
12/30/2021 |
|
|
147,500 |
|
|
|
147,500 |
|
|
|
147,286 |
|
|
12/30/2025 |
|
Multifamily |
|
- |
|
PA |
|
3 |
20 |
|
Senior |
|
8/8/2019 |
|
|
154,979 |
|
|
|
138,729 |
|
|
|
120,015 |
|
|
8/8/2026 |
|
Multifamily |
|
- |
|
CA |
|
5 |
21 |
|
Senior |
|
4/26/2022 |
|
|
151,698 |
|
|
|
133,630 |
|
|
|
132,340 |
|
|
4/26/2027 |
|
Multifamily |
|
- |
|
TX |
|
3 |
22 |
|
Senior |
|
12/10/2021 |
|
|
130,000 |
|
|
|
130,000 |
|
|
|
129,371 |
|
|
12/10/2026 |
|
Multifamily |
|
- |
|
VA |
|
3 |
23 |
|
Subordinate |
|
12/9/2021 |
|
|
125,000 |
|
|
|
125,000 |
|
|
|
124,771 |
|
|
1/1/2027 |
|
Office |
|
- |
|
IL |
|
3 |
24 |
|
Senior |
|
9/24/2021 |
|
|
127,535 |
|
|
|
122,535 |
|
|
|
121,787 |
|
|
9/24/2028 |
|
Hospitality |
|
- |
|
TX |
|
3 |
25 |
|
Senior |
|
9/30/2019 |
|
|
122,500 |
|
|
|
122,500 |
|
|
|
122,400 |
|
|
2/9/2027 |
|
Office |
|
- |
|
NY |
|
3 |
26 |
|
Senior |
|
4/29/2019 |
|
|
120,000 |
|
|
|
119,510 |
|
|
|
119,411 |
|
|
4/29/2024 |
|
Mixed-Use |
|
- |
|
NY |
|
3 |
27 |
|
Senior |
|
3/1/2022 |
|
|
122,000 |
|
|
|
118,600 |
|
|
|
117,844 |
|
|
2/28/2027 |
|
Multifamily |
|
- |
|
TX |
|
3 |
28 |
|
Senior |
|
8/8/2022 |
|
|
115,000 |
|
|
|
115,000 |
|
|
|
114,291 |
|
|
8/8/2027 |
|
Multifamily |
|
- |
|
CO |
|
3 |
29 |
|
Senior |
|
7/20/2021 |
|
|
113,500 |
|
|
|
113,500 |
|
|
|
113,367 |
|
|
7/20/2026 |
|
Multifamily |
|
- |
|
IL |
|
3 |
30 |
|
Senior |
|
6/17/2022 |
|
|
127,250 |
|
|
|
112,841 |
|
|
|
111,574 |
|
|
6/17/2027 |
|
Multifamily |
|
- |
|
TX |
|
3 |
31 |
|
Senior |
|
2/13/2020 |
|
|
124,810 |
|
|
|
112,442 |
|
|
|
112,163 |
|
|
2/13/2025 |
|
Office |
|
- |
|
CA |
|
4 |
32 |
|
Senior |
|
4/1/2020 |
|
|
141,084 |
|
|
|
104,628 |
|
|
|
103,758 |
|
|
4/1/2026 |
|
Office |
|
Y |
|
TN |
|
3 |
33 |
|
Senior |
|
6/7/2018 |
|
|
104,250 |
|
|
|
104,250 |
|
|
|
105,343 |
|
|
1/15/2022 |
|
Land |
|
- |
|
NY |
|
4 |
34 |
|
Senior |
|
12/15/2021 |
|
|
103,000 |
|
|
|
103,000 |
|
|
|
102,473 |
|
|
12/15/2026 |
|
Multifamily |
|
- |
|
TN |
|
3 |
35 |
|
Senior |
|
3/21/2023 |
|
|
101,059 |
|
|
|
101,059 |
|
|
|
100,572 |
|
|
4/1/2028 |
|
Hospitality |
|
- |
|
CA |
|
3 |
36 |
|
Senior |
|
8/2/2021 |
|
|
100,000 |
|
|
|
97,005 |
|
|
|
96,534 |
|
|
8/2/2026 |
|
Office |
|
- |
|
CA |
|
4 |
37 |
|
Senior |
|
1/27/2022 |
|
|
100,800 |
|
|
|
96,159 |
|
|
|
95,551 |
|
|
1/27/2027 |
|
Multifamily |
|
- |
|
NV |
|
3 |
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loan Number |
|
Loan type |
|
Origination Date |
|
Loan Commitment(1) |
|
|
Unpaid Principal Balance |
|
|
Carrying Value(2) |
|
|
Fully Extended Maturity(3) |
|
Property Type |
|
Construction(4) |
|
Location |
|
Risk Rating |
|
||||
38 |
|
Senior |
|
3/31/2020 |
|
|
87,750 |
|
|
|
87,750 |
|
|
|
87,750 |
|
|
2/9/2025 |
|
Office |
|
- |
|
TX |
|
3 |
|
|
39 |
|
Senior |
|
12/21/2018 |
|
|
87,741 |
|
|
|
87,741 |
|
|
|
87,947 |
|
|
6/21/2022 |
|
Land |
|
- |
|
NY |
|
3 |
|
|
40 |
|
Senior |
|
3/22/2021 |
|
|
148,303 |
|
|
|
79,732 |
|
|
|
78,912 |
|
|
3/22/2026 |
|
Other |
|
Y |
|
MA |
|
3 |
|
|
41 |
|
Senior |
|
8/1/2022 |
|
|
115,250 |
|
|
|
78,500 |
|
|
|
78,248 |
|
|
7/30/2026 |
|
Hospitality |
|
Y |
|
NY |
|
4 |
|
|
42 |
|
Senior |
|
7/10/2018 |
|
|
76,370 |
|
|
|
76,370 |
|
|
|
74,720 |
|
|
7/10/2025 |
|
Hospitality |
|
- |
|
CA |
|
4 |
|
|
43 |
|
Senior |
|
4/5/2019 |
|
|
75,500 |
|
|
|
75,500 |
|
|
|
75,500 |
|
|
4/5/2024 |
|
Mixed-Use |
|
- |
|
NY |
|
3 |
|
|
44 |
|
Senior |
|
7/27/2022 |
|
|
76,000 |
|
|
|
75,185 |
|
|
|
74,767 |
|
|
7/27/2027 |
|
Multifamily |
|
- |
|
UT |
|
3 |
|
|
45 |
|
Senior |
|
8/27/2021 |
|
|
84,810 |
|
|
|
70,137 |
|
|
|
69,613 |
|
|
8/27/2026 |
|
Office |
|
- |
|
GA |
|
4 |
|
|
46 |
|
Senior |
|
11/2/2021 |
|
|
77,115 |
|
|
|
67,211 |
|
|
|
66,653 |
|
|
11/2/2026 |
|
Multifamily |
|
Y |
|
FL |
|
3 |
|
|
47 |
|
Senior |
|
7/31/2019 |
|
|
67,000 |
|
|
|
67,000 |
|
|
|
67,000 |
|
|
10/31/2021 |
|
Land |
|
- |
|
NY |
|
4 |
|
|
48 |
|
Senior |
|
12/22/2021 |
|
|
76,350 |
|
|
|
65,843 |
|
|
|
65,334 |
|
|
12/22/2026 |
|
Multifamily |
|
- |
|
TX |
|
3 |
|
|
49 |
|
Senior |
|
6/3/2021 |
|
|
79,600 |
|
|
|
64,821 |
|
|
|
64,333 |
|
|
6/3/2026 |
|
Other |
|
- |
|
MI |
|
3 |
|
|
50 |
|
Senior |
|
1/10/2022 |
|
|
130,461 |
|
|
|
61,141 |
|
|
|
59,863 |
|
|
1/9/2027 |
|
Other |
|
Y |
|
PA |
|
3 |
|
|
51 |
|
Senior |
|
8/29/2018 |
|
|
60,000 |
|
|
|
60,000 |
|
|
|
59,938 |
|
|
8/31/2023 |
|
Hospitality |
|
- |
|
NY |
|
3 |
|
|
52 |
|
Senior |
|
1/19/2022 |
|
|
73,677 |
|
|
|
56,004 |
|
|
|
55,466 |
|
|
1/19/2027 |
|
Hospitality |
|
- |
|
TN |
|
3 |
|
|
53 |
|
Senior |
|
11/4/2022 |
|
|
140,000 |
|
|
|
51,996 |
|
|
|
50,642 |
|
|
11/9/2026 |
|
Other |
|
Y |
|
MA |
|
3 |
|
|
54 |
|
Senior |
|
3/15/2022 |
|
|
53,300 |
|
|
|
49,844 |
|
|
|
49,504 |
|
|
3/15/2027 |
|
Multifamily |
|
- |
|
AZ |
|
3 |
|
|
55 |
|
Senior |
|
2/2/2022 |
|
|
90,000 |
|
|
|
42,253 |
|
|
|
41,347 |
|
|
2/2/2027 |
|
Office |
|
Y |
|
WA |
|
3 |
|
|
56 |
|
Senior |
|
2/4/2022 |
|
|
44,768 |
|
|
|
38,291 |
|
|
|
37,978 |
|
|
2/4/2027 |
|
Multifamily |
|
- |
|
TX |
|
3 |
|
|
57 |
|
Senior |
|
11/24/2021 |
|
|
60,255 |
|
|
|
36,235 |
|
|
|
35,671 |
|
|
11/24/2026 |
|
Multifamily |
|
Y |
|
NV |
|
3 |
|
|
58 |
|
Senior |
|
6/30/2022 |
|
|
48,500 |
|
|
|
32,374 |
|
|
|
31,938 |
|
|
6/30/2026 |
|
Other |
|
Y |
|
NV |
|
2 |
|
|
59 |
|
Senior |
|
12/30/2021 |
|
|
32,002 |
|
|
|
32,002 |
|
|
|
31,792 |
|
|
12/30/2025 |
|
For Sale Condo |
|
- |
|
VA |
|
3 |
|
|
60 |
|
Senior |
|
12/30/2021 |
|
|
141,791 |
|
|
|
30,155 |
|
|
|
28,808 |
|
|
12/30/2026 |
|
Mixed-use |
|
Y |
|
FL |
|
3 |
|
|
61 |
|
Senior |
|
4/18/2019 |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
29,988 |
|
|
5/1/2023 |
|
Office |
|
- |
|
MA |
|
3 |
|
|
62 |
|
Subordinate |
|
7/2/2021 |
|
|
30,200 |
|
|
|
29,407 |
|
|
|
29,496 |
|
|
7/2/2024 |
|
Land |
|
- |
|
FL |
|
3 |
|
|
63 |
|
Senior |
|
5/13/2022 |
|
|
202,500 |
|
|
|
26,994 |
|
|
|
24,983 |
|
|
5/13/2027 |
|
Mixed-Use |
|
Y |
|
VA |
|
3 |
|
|
64 |
|
Senior |
|
1/31/2022 |
|
|
34,641 |
|
|
|
26,571 |
|
|
|
26,278 |
|
|
1/31/2027 |
|
Other |
|
Y |
|
FL |
|
3 |
|
|
65 |
|
Senior |
|
2/17/2022 |
|
|
28,479 |
|
|
|
24,525 |
|
|
|
24,348 |
|
|
2/17/2027 |
|
Multifamily |
|
- |
|
TX |
|
3 |
|
|
66 |
|
Senior |
|
8/2/2019 |
|
|
20,313 |
|
|
|
20,313 |
|
|
|
20,500 |
|
|
2/2/2024 |
|
For Sale Condo |
|
- |
|
NY |
|
3 |
|
|
67 |
|
Senior |
|
10/13/2022 |
|
|
106,500 |
|
|
|
17,304 |
|
|
|
16,246 |
|
|
10/13/2026 |
|
Other |
|
Y |
|
NV |
|
3 |
|
|
68 |
|
Senior |
|
1/4/2022 |
|
|
32,795 |
|
|
|
5,731 |
|
|
|
5,413 |
|
|
1/4/2027 |
|
Other |
|
Y |
|
GA |
|
3 |
|
|
69 |
|
Senior |
|
2/25/2022 |
|
|
53,984 |
|
|
|
4,428 |
|
|
|
3,890 |
|
|
2/25/2027 |
|
Other |
|
Y |
|
GA |
|
3 |
|
|
70 |
|
Senior |
|
4/19/2022 |
|
|
23,378 |
|
|
|
4,168 |
|
|
|
3,937 |
|
|
4/19/2027 |
|
Other |
|
Y |
|
GA |
|
3 |
|
|
71 |
|
Senior |
|
7/1/2019 |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
3,500 |
|
|
12/30/2020 |
|
Other |
|
- |
|
Other |
|
5 |
|
|
72 |
|
Senior |
|
2/18/2022 |
|
|
32,083 |
|
|
|
2,764 |
|
|
|
2,445 |
|
|
2/18/2027 |
|
Other |
|
Y |
|
FL |
|
3 |
|
|
73 |
|
Senior |
|
4/19/2022 |
|
|
24,245 |
|
|
|
1,413 |
|
|
|
1,171 |
|
|
4/19/2027 |
|
Other |
|
Y |
|
GA |
|
3 |
|
|
74 |
|
Subordinate |
|
8/2/2018 |
|
|
927 |
|
|
|
927 |
|
|
|
919 |
|
|
7/9/2023 |
|
Other |
|
- |
|
NY |
|
2 |
|
|
75 |
|
Senior |
|
12/21/2022 |
|
|
112,100 |
|
|
|
- |
|
|
|
(1,121 |
) |
|
12/21/2027 |
|
Multifamily |
|
Y |
|
WA |
|
3 |
|
|
76 |
|
Senior |
|
9/2/2022 |
|
|
176,257 |
|
|
|
- |
|
|
|
(1,763 |
) |
|
9/2/2027 |
|
Multifamily |
|
Y |
|
UT |
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
9,314,595 |
|
|
|
7,655,289 |
|
|
|
7,550,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
General CECL reserve |
|
|
|
|
|
|
|
|
(67,326 |
) |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Grand Total/Weighted Average |
|
|
9,314,595 |
|
|
|
7,655,289 |
|
|
|
7,482,994 |
|
|
|
|
|
|
30.0% |
|
|
|
|
3.2 |
|
||||
Real Estate Owned, Net
On February 8, 2021, we acquired legal title to a portfolio of hotel properties located in New York, NY through a foreclosure. Prior to February 8, 2021, the hotel portfolio represented the collateral for the $103.9 million mezzanine loan that we held, which was in default as a result of the borrower failing to pay debt service. The hotel portfolio appears as real estate owned, net on our consolidated balance sheets and, as of March 31, 2023, was encumbered by a $290.0 million securitized senior mortgage, which is included as a liability on our consolidated balance sheets. Refer to Note 5 to our consolidated financial statements for additional details.
Asset Management
Our Manager proactively manages the loans in our portfolio from closing to final repayment and our Sponsor has dedicated asset management employees to perform asset management services. Following the closing of an investment, the asset management team rigorously monitors the loan, with an emphasis on ongoing financial, legal, market condition and quantitative analyses. Through the final repayment of a loan, the asset management team maintains regular contact with borrowers, servicers and local market experts monitoring performance of the collateral, anticipating borrower, property and market issues, and enforcing our rights and remedies when appropriate.
From time to time, some of our borrowers may experience delays in the execution of their business plans. As a transitional lender, we work with our borrowers to execute loan modifications which could include additional equity contributions from borrowers,
34
repurposing of reserves, temporary deferrals of interest or principal, or partial deferral of coupon interest as payment-in-kind interest. We have completed a number of loan modifications to date, and we may continue to make additional modifications depending on the business plans, financial condition, liquidity and results of operations of our borrowers.
Our Manager reviews our loan portfolio at least quarterly, undertakes an assessment of the performance of each loan, and assigns it a risk rating between “1” and “5,” from least risk to greatest risk, respectively. The weighted average risk rating of our total loan portfolio was 3.2 at March 31, 2023.
Current Expected Credit Losses
During the three months ended March 31, 2023, we recorded a reversal of current expected credit losses of $3.2 million, resulting in a total current expected credit loss reserve of $143.1 million as of March 31, 2023. The decrease was primarily attributable to seasoning of our loan portfolio and a reduction in our loan portfolio's total commitments.
During the three months ended December 31, 2022, we recorded a specific CECL reserve of $42.0 million in connection with a senior loan with an unpaid principal balance and carrying value prior to any specific CECL reserve of $208.8 million and an initial maturity date of February 1, 2023. The loan is collateralized by a mixed-use building in New York, NY. As of March 31, 2023 and December 31, 2022, this loan is on non-accrual status.
During the three months ended December 31, 2022, we recorded a specific CECL reserve of $18.3 million in connection with a senior loan with an unpaid principal balance of $138.8 million, a carrying value prior to any specific CECL reserve of $138.3 million and an initial maturity date of August 8, 2024. The loan, which is comprised of a portfolio of uncrossed loans, is collateralized by a portfolio of multifamily properties located in San Francisco, CA. As of March 31, 2023 and December 31, 2022, this loan is on non-accrual status.
Fair market values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair market values include assumptions of property specific cash flows over estimated holding periods, discount rates approximating 6.0%, and market capitalization rates ranging from 4.5% to 6.0%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, and anticipated real estate and capital market conditions.
During the three months ended March 31, 2022, we recorded a provision for current expected credit losses of $2.1 million, resulting in a total current expected credit loss of $75.6 million as of March 31, 2022. The increase was primarily attributable to the increase in size of our portfolio and unfunded loan commitments. Additionally, we recorded a specific CECL reserve of $0.2 million on a senior loan with an outstanding principal balance of $8.6 million. During the fourth quarter of 2022, this loan was repaid, resulting in a principal charge off of $27,000.
Portfolio Financing
Our financing arrangements include repurchase agreements, a term participation facility, asset-specific financing structures, mortgages on real estate owned, and Secured Term Loan borrowings.
The following table summarizes our loan portfolio financing ($ in thousands):
|
|
March 31, 2023 |
|
|||||||||
|
|
Capacity |
|
|
Borrowing Outstanding |
|
|
Weighted |
|
|||
Repurchase agreements and term participation facility |
|
$ |
5,859,683 |
|
|
$ |
4,201,457 |
|
|
|
+ 2.52% |
|
Repurchase agreements - Side Car |
|
|
361,488 |
|
|
|
250,701 |
|
|
|
+ 5.23% |
|
Loan participations sold |
|
|
264,252 |
|
|
|
264,252 |
|
|
|
+ 3.64% |
|
Notes payable |
|
|
450,435 |
|
|
|
181,522 |
|
|
|
+ 3.05% |
|
Secured term loan |
|
|
753,183 |
|
|
|
753,183 |
|
|
|
+ 4.50% |
|
Debt related to real estate owned |
|
|
290,000 |
|
|
|
290,000 |
|
|
|
+ 2.78% |
|
Total / weighted average |
|
$ |
7,979,041 |
|
|
$ |
5,941,115 |
|
|
|
+ 2.96% |
|
35
Refer to Note 6 to our consolidated financial statements for additional details on our financings.
Repurchase Agreements and Term Participation Facility
We finance certain of our loans using repurchase agreements and a term participation facility. As of March 31, 2023, aggregate borrowings outstanding under our repurchase agreements and term participation facility totaled $4.5 billion, with a weighted average coupon of one-month LIBOR or one-month term SOFR plus 2.67% per annum. All weighted averages are based on unpaid principal balance. As of March 31, 2023, outstanding borrowings under these facilities had a weighted average term to fully extended maturity (assuming we exercise all extension options and our counterparty agrees to such extension options) of 3.2 years.
Each repurchase agreement contains “margin maintenance” provisions, which are designed to allow the counterparty to require the delivery of cash or other assets to de-lever assets that are determined to have experienced a diminution in value. Since inception through March 31, 2023, we have not received any margin calls under any of our repurchase agreements. Each repurchase agreement lender has the benefit of cross-collateralization across all of the loans in its facility.
Our term participation facility lender also has the benefit of cross-collateralization across all of the loans in its facility. We present the term participation facility as a liability on our consolidated balance sheets. As of March 31, 2023, five of our loans were financed under the term participation facility.
Loan Participations Sold
We finance certain of our loans via the sale of a participation in such loans, and we present the loan participations sold as liabilities on our consolidated balance sheet when such arrangements do not qualify as sales under GAAP. In instances where we have multiple loan participations with the same lender, the financings are generally not cross-collateralized. Each of our loan participations sold is generally term-matched to its corresponding loan. As of March 31, 2023, three of our loans were financed with loan participations sold.
Notes Payable
We finance certain of our loans via secured financings on a term-matched basis that is generally non-recourse. We refer to such financings as notes payable and they are collateralized by the related loans receivable. As of March 31, 2023, six of our loans were financed with notes payable.
Secured Term Loan
We have a secured term loan of $753.2 million which we originally entered into on August 9, 2019. Our secured term loan is presented net of any original issue discount and transaction expenses which are deferred and recognized as a component of interest expense over the life of the loan using the effective interest method. As of March 31, 2023, our secured term loan has an unpaid principal balance of $753.2 million and a carrying value of $736.2 million.
Debt Related to Real Estate Owned
On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a Uniform Commercial Code foreclosure on a portfolio of seven limited service hotels located in New York, New York. The securitized senior mortgage is non-recourse to us. Our debt related to real estate owned as of March 31, 2023 has an unpaid principal balance of $290.0 million, a carrying value of $289.5 million and a stated rate of one-month LIBOR plus 2.78%, subject to a one-month LIBOR floor of 0.75%. See Derivatives below for further detail of the interest rate cap related to this financing.
Derivatives
As part of the agreement to amend the terms of our debt related to real estate owned in June 2021, we acquired an interest rate cap with a notional amount of $290.0 million, strike rate of 3.00%, and a maturity date of February 15, 2024 for $275,000. The fair value of the interest rate cap is $4.6 million at March 31, 2023.
The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 5.78%. Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. During the three months ended March 31, 2023, we recognized $1.2 million as proceeds from interest rate cap.
36
Acquisition Facility
On June 29, 2022, we entered into a $150.0 million, full recourse credit facility. The facility generally provides interim financing for eligible loans for up to 180 days at an initial advance rate of 75%, which begins to decline after the 90th day. The facility matures on June 29, 2025 and earns interest at a rate of one-month term SOFR, plus a 0.10% credit spread adjustment, plus a spread of 2.25%. With the consent of our lenders, and subject to certain conditions, the commitment of the facility may be increased up to $500.0 million. As of March 31, 2023, the outstanding balance of the facility is $0.
Financial Covenants
Our financing agreements generally contain certain financial covenants that subject us to: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, to interest charges, as defined in the agreements, shall be not less than 1.5 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than $2.1 billion as of each measurement date plus 75% of proceeds from future equity issuances; (iii) cash liquidity shall not be less than the greater of (x) $50 million or (y) 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 77.8% of our total assets. As of March 31, 2023 and December 31, 2022, we are in compliance with all covenants under our financing agreements. The foregoing requirements are based upon the most restrictive financial covenants in place as of the reporting date.
Non-Consolidated Senior Interests Sold and Non-Consolidated Senior Interests Held by Third Parties
In certain instances, we use structural leverage through the non-recourse syndication of a match-term senior loan interest to a third party which qualifies for sale accounting under GAAP, or through the acquisition of a subordinate loan for which a non-recourse senior interest is retained by a third party. In such instances, the senior loan is not included on our consolidated balance sheet.
The following table summarizes our non-consolidated senior interests and related retained subordinate interests as of March 31, 2023 ($ in thousands):
Non-Consolidated Senior Interests |
|
Loan |
|
|
Loan |
|
|
Unpaid |
|
|
Carrying |
|
|
Weighted Average Spread(1)(2) |
|
Term to |
|
|||||
Floating rate non-consolidated senior loans |
|
|
1 |
|
|
$ |
57,300 |
|
|
$ |
55,963 |
|
|
N/A |
|
|
+ 4.35% |
|
|
1.3 |
|
|
Retained floating rate subordinate loans |
|
|
1 |
|
|
$ |
30,200 |
|
|
$ |
29,407 |
|
|
$ |
29,496 |
|
|
+ 12.75% |
|
|
1.3 |
|
Fixed rate non-consolidated senior loans |
|
|
2 |
|
|
$ |
861,073 |
|
|
$ |
859,660 |
|
|
N/A |
|
|
3.47% |
|
|
3.6 |
|
|
Retained fixed rate subordinate loans |
|
|
2 |
|
|
$ |
125,927 |
|
|
$ |
125,927 |
|
|
$ |
125,690 |
|
|
8.49% |
|
|
3.7 |
|
Floating and Fixed Rate Portfolio
Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and financing those floating rate loans with floating rate liabilities. Further, we seek to match the benchmark indices, typically one-month LIBOR or one-month term SOFR, in the floating rate loans we originate and the related floating rate financings. As of March 31, 2023, 98.0% of our loans based on unpaid principal balance were floating rate and the majority of our floating rate loans were financed with liabilities that require interest payments based on floating rates also determined by reference to one-month LIBOR or one-month term SOFR plus a spread, which resulted in approximately $1.6 billion of net floating rate exposure.
The following table details our net floating rate exposure as of March 31, 2023 ($ in thousands):
|
|
Net Floating |
|
|
Floating rate assets |
|
$ |
7,505,549 |
|
Floating rate liabilities |
|
|
(5,921,115 |
) |
Net floating rate exposure |
|
$ |
1,584,434 |
|
37
LIBOR has been the subject of national and international regulatory guidance and proposals for reform. On March 5, 2021, the Financial Conduct Authority of the United Kingdom, or the FCA, which regulates LIBOR’s administrator, ICE Benchmark Administration Limited, or IBA, announced that all LIBOR tenors relevant to our assets and liabilities will cease to be published or will no longer be representative after June 30, 2023 (and that all other LIBOR tenors will cease to be published or will no longer be representative either after December 31, 2021, or after June 30, 2023). The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by Treasury securities, as its preferred alternative rate for USD LIBOR.
Our agreements generally allow for a new interest rate index to be used if LIBOR is no longer available. We are currently working with our borrowers and lenders to transition our loans and financing arrangements to be indexed to one-month SOFR.
We have an interest rate cap with a notional amount of $290.0 million and a maturity date of February 15, 2024 on our debt related to real estate owned. The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 5.78%. We have not employed other interest rate derivatives (interest rate swaps, caps, collars or floors) to hedge our asset or liability portfolio, but we may do so in the future.
Refer to “Quantitative and Qualitative Disclosures About Market Risk—LIBOR Transition” below for additional information.
Results of Operations – Three Months Ended March 31, 2023 and December 31, 2022
As previously disclosed, beginning with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and for all subsequent reporting periods, we have elected to present results of operations by comparing to the immediately preceding period, as well as the same year to date period in the prior year. Given the dynamic nature of our business and the sensitivity to the real estate and capital markets, we believe providing analysis of results of operations by comparing to the immediately preceding period is more meaningful to our stockholders in assessing the overall performance of our current business.
Operating Results
The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2023, and December 31, 2022 ($ in thousands, except per share data):
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and related income |
|
$ |
164,166 |
|
|
$ |
154,460 |
|
|
$ |
9,706 |
|
|
|
6 |
% |
Less: interest and related expense |
|
|
106,027 |
|
|
|
92,501 |
|
|
|
13,526 |
|
|
|
15 |
% |
Net interest income |
|
|
58,139 |
|
|
|
61,959 |
|
|
|
(3,820 |
) |
|
|
-6 |
% |
Revenue from real estate owned |
|
|
10,963 |
|
|
|
21,657 |
|
|
|
(10,694 |
) |
|
|
-49 |
% |
Total revenue |
|
|
69,102 |
|
|
|
83,616 |
|
|
|
(14,514 |
) |
|
|
-17 |
% |
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fees - affiliate |
|
|
9,656 |
|
|
|
9,867 |
|
|
|
(211 |
) |
|
|
-2 |
% |
Incentive fees - affiliate |
|
|
1,558 |
|
|
|
- |
|
|
|
1,558 |
|
|
|
100 |
% |
General and administrative expenses |
|
|
4,923 |
|
|
|
4,774 |
|
|
|
149 |
|
|
|
3 |
% |
Stock-based compensation expense |
|
|
3,366 |
|
|
|
3,427 |
|
|
|
(61 |
) |
|
|
-2 |
% |
Real estate owned: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
10,000 |
|
|
|
12,301 |
|
|
|
(2,301 |
) |
|
|
-19 |
% |
Interest expense |
|
|
5,444 |
|
|
|
4,964 |
|
|
|
480 |
|
|
|
10 |
% |
Depreciation |
|
|
2,058 |
|
|
|
2,039 |
|
|
|
19 |
|
|
|
1 |
% |
Total expenses |
|
|
37,005 |
|
|
|
37,372 |
|
|
|
(367 |
) |
|
|
-1 |
% |
Proceeds from interest rate cap |
|
|
1,183 |
|
|
|
495 |
|
|
|
688 |
|
|
|
139 |
% |
Unrealized (loss) gain on interest rate cap |
|
|
(1,404 |
) |
|
|
429 |
|
|
|
(1,833 |
) |
|
|
-427 |
% |
Income from equity method investment |
|
|
1,563 |
|
|
|
1,556 |
|
|
|
7 |
|
|
|
0 |
% |
Reversal of (provision for) current expected credit loss reserve |
|
|
3,239 |
|
|
|
(71,377 |
) |
|
|
74,616 |
|
|
|
105 |
% |
Net income (loss) |
|
$ |
36,678 |
|
|
$ |
(22,653 |
) |
|
$ |
59,331 |
|
|
|
262 |
% |
Net income (loss) per share of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
0.26 |
|
|
$ |
(0.17 |
) |
|
$ |
0.43 |
|
|
|
253 |
% |
38
Comparison of the three months ended March 31, 2023 and December 31, 2022
Revenue
Revenue decreased $14.5 million during the three months ended March 31, 2023, compared to the three months ended December 31, 2022. The decrease is primarily due to a decrease in revenue from real estate owned of $10.7 million due to seasonally lower occupancy and revenue per available room ("RevPAR") levels and a decrease in net interest income of $3.8 million, which was driven by an increase in interest expense of $13.5 million, as a result of increased borrowing levels and reference rate increases, offset in part by an increase in interest income of $9.7 million as a result of an increased loans receivable balance and reference rate increases, partially offset by an increase in loans on non-accrual status over the three months ended March 31, 2023.
Expenses
Expenses are primarily comprised of base management fees payable to our Manager, incentive fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation on real estate owned. Expenses decreased by $0.4 million during the three months ended March 31, 2023, as compared to the three months ended December 31, 2022, primarily due to:
Proceeds from interest rate cap
Proceeds from interest rate cap were $0.7 million higher during the three months ended March 31, 2023, as compared to the three months ended December 31, 2022, due to increased one-month LIBOR rates, which continued to be in excess of our interest rate cap's 3% strike rate.
Unrealized (loss) gain on interest rate cap
During the three months ended March 31, 2023, we recognized a $1.4 million unrealized loss on interest rate cap, compared to a $0.4 million unrealized gain on interest rate cap during the three months ended December 31, 2022. The fair value of the interest rate cap increases as interest rates increase and generally decreases as the interest rate cap approaches maturity.
Income from equity method investment
During the three months ended March 31, 2023 and December 31, 2022, we recognized income from our equity method investment of $1.6 million.
Reversal of (provision for) current expected credit loss reserve
During the three months ended March 31, 2023, we recorded a reversal of current expected credit losses of $3.2 million, primarily attributable to seasoning of our loan portfolio and a reduction in our loan portfolio's total commitments. During the three months ended December 31, 2022, we recorded a provision for current expected credit losses of $71.4 million, primarily attributable to specific CECL reserves of $60.3 million related to two loans, an increase in the size of our loan portfolio, and worsening macroeconomic forecasts.
39
Results of Operations – Three Months Ended March 31, 2023, and March 31, 2022
The following table sets forth information regarding our consolidated results of operations for three months ended March 31, 2023 and 2022 ($ in thousands, except per share data):
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and related income |
|
$ |
164,166 |
|
|
$ |
90,694 |
|
|
$ |
73,472 |
|
|
|
81 |
% |
Less: interest and related expense |
|
|
106,027 |
|
|
|
39,580 |
|
|
|
66,447 |
|
|
|
168 |
% |
Net interest income |
|
|
58,139 |
|
|
|
51,114 |
|
|
|
7,025 |
|
|
|
14 |
% |
Revenue from real estate owned |
|
|
10,963 |
|
|
|
6,813 |
|
|
|
4,150 |
|
|
|
61 |
% |
Total revenue |
|
|
69,102 |
|
|
|
57,927 |
|
|
|
11,175 |
|
|
|
19 |
% |
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fees - affiliate |
|
|
9,656 |
|
|
|
9,807 |
|
|
|
(151 |
) |
|
|
-2 |
% |
Incentive fees - affiliate |
|
|
1,558 |
|
|
|
- |
|
|
|
1,558 |
|
|
|
100 |
% |
General and administrative expenses |
|
|
4,923 |
|
|
|
4,343 |
|
|
|
580 |
|
|
|
13 |
% |
Stock-based compensation expense |
|
|
3,366 |
|
|
|
- |
|
|
|
3,366 |
|
|
|
100 |
% |
Real estate owned: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
10,000 |
|
|
|
7,780 |
|
|
|
2,220 |
|
|
|
29 |
% |
Interest expense |
|
|
5,444 |
|
|
|
2,584 |
|
|
|
2,860 |
|
|
|
111 |
% |
Depreciation |
|
|
2,058 |
|
|
|
1,940 |
|
|
|
118 |
|
|
|
6 |
% |
Total expenses |
|
|
37,005 |
|
|
|
26,454 |
|
|
|
10,551 |
|
|
|
40 |
% |
Proceeds from interest rate cap |
|
|
1,183 |
|
|
|
- |
|
|
|
1,183 |
|
|
|
100 |
% |
Unrealized loss on interest rate cap |
|
|
(1,404 |
) |
|
|
- |
|
|
|
(1,404 |
) |
|
|
-100 |
% |
Income from equity method investment |
|
|
1,563 |
|
|
|
- |
|
|
|
1,563 |
|
|
|
100 |
% |
Reversal of (provision for) current expected credit loss reserve |
|
|
3,239 |
|
|
|
(2,102 |
) |
|
|
5,341 |
|
|
|
254 |
% |
Net income |
|
$ |
36,678 |
|
|
$ |
29,371 |
|
|
|
7,307 |
|
|
|
25 |
% |
Net loss attributable to non-controlling interests |
|
$ |
- |
|
|
$ |
(41 |
) |
|
$ |
41 |
|
|
|
100 |
% |
Net income attributable to common stock |
|
$ |
36,678 |
|
|
$ |
29,412 |
|
|
$ |
7,266 |
|
|
|
25 |
% |
Net income per share of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
0.26 |
|
|
$ |
0.21 |
|
|
$ |
0.05 |
|
|
|
24 |
% |
Comparison of the three months ended March 31, 2023 and March 31, 2022
Revenue
Revenue increased $11.2 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The increase is primarily due to an increase in net interest income of $7.0 million for the comparative period, which was driven by an increase in interest income of $73.5 million, primarily as a result of an increased loans receivable balance and reference rate increases, partially offset by an increase in interest expense of $66.5 million as a result of increased borrowing levels and reference rate increases. Further, revenue from real estate owned increased $4.2 million compared to the prior period due to higher occupancy and RevPAR levels versus the first quarter of 2022 during which the Omicron variant of COVID-19 depressed occupancy.
Expenses
Expenses are primarily comprised of base management fees payable to our Manager, incentive fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation on real estate owned. Expenses increased by $10.6 million, during the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, primarily due to:
40
Proceeds from interest rate cap
Proceeds from interest rate cap were $1.2 million higher during the comparative period due to one-month LIBOR exceeding our interest rate cap's 3% strike rate during the first quarter of 2023.
Unrealized (loss) gain on interest rate cap
Unrealized gain on interest rate cap was $1.4 million lower during the comparative period due to the recognition of a $1.4 million unrealized loss resulting from a decrease in fair value of the interest rate cap during the three months ended March 31, 2023.
Income from equity method investment
During the three months ended March 31, 2023, we recognized income from equity method investment of $1.6 million as a result of us accounting for our investment in CMTG/TT as an equity method investment during the first quarter of 2023. We did not hold any equity method investments during the three months ended March 31, 2022.
Reversal of (provision for) current expected credit loss reserve
During the three months ended March 31, 2023, we recorded a reversal of current expected credit losses of $3.2 million, primarily attributable to seasoning of our loan portfolio and a reduction in our loan portfolio's total commitments. During the three months ended March 31, 2022, we recorded a provision for current expected credit losses of $2.1 million, primarily attributable to an increase in the size of our portfolio.
Liquidity and Capital Resources
Capitalization
We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and our Secured Term Loan. As of March 31, 2023, we had 138,376,144 shares of our common stock outstanding, representing $2.4 billion of equity and we also had $5.9 billion of outstanding borrowings under our secured financings, our Secured Term Loan, and our debt related to real estate owned. As of March 31, 2023, our secured financings consisted of six repurchase agreements with capacity of $5.2 billion and an outstanding balance of $4.1 billion, a term participation facility with a capacity of $1.0 billion and an outstanding balance of $340.2 million, nine asset-specific financings with capacity of $714.7 million and an outstanding balance of $445.8 million, and an acquisition facility with a capacity of $150.0 million and no outstanding balance. As of March 31, 2023, our Secured Term Loan had an outstanding balance of $753.2 million and our debt related to real estate owned had an outstanding balance of $290.0 million.
Net Debt-to-Equity Ratio and Total Leverage Ratio
Net Debt-to-Equity Ratio and Total Leverage Ratio are non-GAAP measures that we use to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.
Net Debt-to-Equity Ratio is calculated as the ratio of asset specific debt (repurchase agreements, term participation facility, loan participations sold, net, notes payable, net, and debt related to real estate owned, net) and secured term loan, less cash and cash equivalents to total equity.
Total Leverage Ratio is similar to Net Debt-to-Equity Ratio, however it includes non-consolidated senior interests sold and non-consolidated senior interests held by third parties. Non-consolidated senior interests sold and non-consolidated senior interests held by third parties, as applicable, are secured by the same collateral as our loan and are structurally senior in repayment priority relative to our loan. We believe the inclusion of non-consolidated senior interests sold and non-consolidated senior interests held by third parties provides a meaningful measure of our financial leverage.
41
The following table presents our Net Debt-to-Equity and Total Leverage Ratios as of March 31, 2023 and December 31, 2022 ($ in thousands):
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Asset specific debt |
|
$ |
5,182,328 |
|
|
$ |
4,927,098 |
|
Secured term loan, net |
|
|
736,190 |
|
|
|
736,853 |
|
Total debt |
|
|
5,918,518 |
|
|
|
5,663,951 |
|
Less: cash and cash equivalents |
|
|
(426,503 |
) |
|
|
(306,456 |
) |
Net Debt |
|
$ |
5,492,015 |
|
|
$ |
5,357,495 |
|
Total Equity |
|
$ |
2,444,154 |
|
|
$ |
2,456,471 |
|
Net Debt-to-Equity Ratio |
|
2.2x |
|
|
2.2x |
|
||
Non-consolidated senior loans |
|
|
915,623 |
|
|
|
968,302 |
|
Total Leverage |
|
$ |
6,407,638 |
|
|
$ |
6,325,797 |
|
Total Leverage Ratio |
|
2.6x |
|
|
2.6x |
|
||
Sources of Liquidity
Our primary sources of liquidity include cash and cash equivalents, interest income from our loans, loan repayments, available borrowings under our repurchase agreements, identified borrowing capacity related to our notes payable and loan participations sold, borrowings under our Secured Term Loan, and proceeds from the issuance of our common stock. As circumstances warrant, we and our subsidiaries may also issue common equity, preferred equity and/or debt or incur other debt, including term loans, from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The following table sets forth, as of March 31, 2023 and December 31, 2022, our sources of available liquidity ($ in thousands):
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Cash and cash equivalents |
|
$ |
426,503 |
|
|
$ |
306,456 |
|
Loan principal payments held by servicer(1) |
|
|
912 |
|
|
|
- |
|
Approved and undrawn credit capacity |
|
|
127,808 |
|
|
|
213,113 |
|
Total sources of liquidity |
|
$ |
555,223 |
|
|
$ |
519,569 |
|
We have $593.5 million unpaid principal balance of unencumbered loans at March 31, 2023. Our ability to finance certain of these unencumbered loans is subject to one or more counterparties' willingness to finance such loans.
Liquidity Needs
In addition to our ongoing loan origination and acquisition activity, our primary liquidity needs include future fundings to our borrowers on our unfunded loan commitments, interest and principal payments on outstanding borrowings under our financings, operating expenses and dividend payments to our stockholders necessary to satisfy REIT dividend requirements. Additionally, our financing agreements require us to maintain minimum levels of liquidity in order to satisfy certain financial covenants. We currently maintain, and seek to maintain, cash and liquidity to comply with minimum liquidity requirements under our financings, and we also maintain and seek to maintain excess cash and liquidity to, if necessary, reduce borrowings under our secured financings, including our repurchase agreements.
As of March 31, 2023, we had aggregate unfunded loan commitments of $1.7 billion which is comprised of funding for capital expenditures and construction, leasing costs, and interest and carry costs. The timing of these fundings will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan commitments over the remaining maximum term of the related loans, which have a weighted-average future funding period of 3.8 years.
We may from time to time utilize capital to retire, redeem or repurchase our equity or debt securities, term loans or other debt instruments through open market purchases, privately negotiated transactions or otherwise. Such repurchases, redemptions or retirements, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions or other factors.
42
Contractual Obligations and Commitments
Our contractual obligations and commitments as of March 31, 2023 were as follows ($ in thousands):
|
|
Payment Timing |
|
|||||||||||||||||
|
|
Total |
|
|
Less than |
|
|
1 to |
|
|
3 to |
|
|
More than |
|
|||||
Unfunded loan commitments(1) |
|
$ |
1,659,306 |
|
|
$ |
926,914 |
|
|
$ |
650,998 |
|
|
$ |
81,394 |
|
|
$ |
- |
|
Secured financings, term loan agreement, and debt |
|
|
7,210,619 |
|
|
|
1,234,038 |
|
|
|
2,522,869 |
|
|
|
3,453,712 |
|
|
|
- |
|
Total |
|
$ |
8,869,925 |
|
|
$ |
2,160,952 |
|
|
$ |
3,173,867 |
|
|
$ |
3,535,106 |
|
|
$ |
- |
|
We are required to pay our Manager, in cash, a base management fee and incentive fees (to the extent earned) on a quarterly basis in arrears. The tables above do not include the amounts payable to our Manager under the Management Agreement as they are not fixed and determinable.
As a REIT, we generally must distribute substantially all of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, to stockholders in the form of dividends to comply with certain of the provisions of the Internal Revenue Code. To the extent that we satisfy this distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal income tax on our undistributed REIT taxable income. Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described previously.
Loan Maturities
The following table summarizes the future scheduled repayments of principal based on fully extended maturity dates for the loan portfolio as of March 31, 2023 ($ in thousands):
Year |
|
Unpaid |
|
|
Loan |
|
||
2023 |
|
|
370,927 |
|
|
|
370,927 |
|
2024 |
|
|
951,186 |
|
|
|
990,836 |
|
2025 |
|
|
1,020,112 |
|
|
|
1,061,494 |
|
2026 |
|
|
2,063,475 |
|
|
|
2,694,437 |
|
2027 |
|
|
2,551,275 |
|
|
|
3,478,816 |
|
Thereafter |
|
|
435,823 |
|
|
|
455,594 |
|
Total |
|
$ |
7,392,798 |
|
|
$ |
9,052,104 |
|
43
Cash Flows
The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the three months ended March 31, 2023 and 2022, respectively ($ in thousands):
|
|
Three Months Ended |
|
|||||
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
||
Net cash flows provided by operating activities |
|
$ |
19,507 |
|
|
$ |
22,620 |
|
Net cash flows used in investing activities |
|
|
(97,625 |
) |
|
|
(456,588 |
) |
Net cash flows provided by financing activities |
|
|
196,060 |
|
|
|
566,972 |
|
Net increase in cash, cash equivalents, and restricted cash |
|
$ |
117,942 |
|
|
$ |
133,004 |
|
We experienced a net increase in cash and cash equivalents and restricted cash of $117.9 million during the three months ended March 31, 2023, compared to a net increase of $133.0 million during the three months ended March 31, 2022.
During the three months ended March 31, 2023, we made initial fundings of $101.1 million of new loans and $204.6 million of advances on existing loans and made repayments on financings arrangements of $350.9 million. We received $599.0 million of proceeds from borrowings under our financing arrangements and received $207.8 million from loan repayments.
Income Taxes
We have elected and believe we have qualified to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2015. We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, to maintain our REIT status. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay (or are treated as paying) out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. Our real estate owned is held in a TRS. Our TRS is not consolidated for U.S. federal income tax purposes and is taxed separately as a corporation. For financial reporting purposes, a provision or benefit for current and deferred taxes is established for the portion of earnings or expense recognized by us with respect to our TRS.
Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our REIT taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of March 31, 2023, we were in compliance with all REIT requirements.
Refer to Note 13 to our consolidated financial statements for additional information about our income taxes.
Off-Balance Sheet Arrangements
As of March 31, 2023, we had no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our Manager to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. We believe that all of the decisions and estimates are reasonable, based upon the information available to us. We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Refer to Note 2 to our consolidated financial statements for a description of our significant accounting policies.
44
Current Expected Credit Losses
The CECL reserve required under ASU 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326)” (“ASU 2016-13”), reflects our current estimate of potential credit losses related to our loan portfolio. Changes to the CECL reserve are recognized through a provision for or reversal of current expected credit loss reserve on our consolidated statements of operations. ASU 2016-13 specifies the reserve should be based on relevant information about past events, including historical loss experience, current portfolio, market conditions and reasonable and supportable macroeconomic forecasts for the duration of each loan.
For our loan portfolio, we perform a quantitative assessment of the impact of CECL using the Weighted Average Remaining Maturity, or WARM, method. The application of the WARM method to estimate a general CECL reserve requires judgment, including the appropriate historical loan loss reference data, the expected timing and amount of future loan fundings and repayments, the current credit quality of our portfolio, and our expectations of performance and market conditions over the relevant time period.
The WARM method requires us to reference historical loan loss data from a comparable data set and apply such loss rate to each of our loans over their expected remaining term, taking into consideration expected economic conditions over the forecasted timeframe. Our general CECL reserve reflects our forecast of the current and future macroeconomic conditions that may impact the performance of the commercial real estate assets securing our loans and the borrower's ultimate ability to repay. These estimates include unemployment rates, price indices for commercial properties, and market liquidity, all of which may influence the likelihood and magnitude of potential credit losses for our loans during their anticipated term. Additionally, further adjustments may be made based upon loan positions senior to ours, the risk rating of a loan, whether a loan is a construction loan, or the economic conditions specific to the property type of a loan's underlying collateral.
To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage-backed securities database licensed by a third party, Trepp, LLC, which contains historical loss rates from January 1, 1999 through March 31, 2023.
When evaluating the current and future macroeconomic environment, we consider the aforementioned macroeconomic factors. Historical data for each metric is compared to historical commercial real estate loan losses in order to determine the relationship between the two variables. We use projections of each macroeconomic factor, obtained from a third party, to approximate the impact the macroeconomic outlook may have on our loss rate. Selections of these economic forecasts require judgement about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty, and the actual economic conditions could vary significantly from the estimates we made. Following a reasonable and supportable forecast period, we use a straight-line method of reverting to the historical loss rate. Additionally, we assess the obligation to extend credit through our unfunded loan commitments over each loan’s contractual period, adjusted for projected fundings from interest reserves if applicable, which is considered in the estimate of the general CECL reserve. For both the funded and unfunded portions of our loans, we consider our internal risk rating of each loan as the primary credit quality indicator underlying our assessment.
In certain circumstances we may determine that a loan is no longer suited for the WARM method due to its unique risk characteristics, where we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent. We may instead elect to employ different methods to estimate loan losses that also conform to ASU 2016-13 and related guidance.
For such loan we would separately measure the specific reserve for each loan by using the fair value of the loan's collateral. If the fair value of the loan's collateral is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve. Specific reserves are equal to the excess of a loan’s carrying value to the fair value of the collateral, less estimated costs to sell, if recovery of our investment is expected from the sale of the collateral.
If we have determined that a loan or a portion of a loan is uncollectible, we will write-off such portion of the loan through an adjustment to our current expected credit loss reserve. Significant judgment is required in determining impairment and in estimating the resulting credit loss reserve, and actual losses, if any, could materially differ from those estimates.
45
Real estate owned, net
We may assume legal title or physical possession of the underlying collateral of a defaulted loan through foreclosure. Foreclosed real estate owned, net is initially recorded at estimated fair value and is presented net of accumulated depreciation and impairment charges, if any, and the assets and liabilities are presented separately when legal title or physical possession is assumed. If the fair value of the foreclosed real estate is lower than the carrying value of the loan, the difference, along with any previously recorded specific CECL reserves, are recorded as a realized loss on foreclosure of real estate owned in the consolidated statement of operations. Conversely, if the fair value of the foreclosed real estate is greater than the carrying value of the loan, the difference, along with any previously recorded specific CECL reserves, are recorded as a realized gain on foreclosure of real estate owned in the consolidated statement of operations.
Acquisition of real estate is accounted for using the acquisition method under Accounting Standards Codification ("ASC") Topic 805, Business Combinations. We recognize and measure identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree, if applicable, based on their relative fair values. If applicable, we recognize and measure intangible assets and expense acquisition-related costs in the periods in which the costs are incurred and the services are received.
Real estate assets that are acquired for investment are assumed at their estimated fair value at acquisition and presented net of accumulated depreciation and impairment charges, if any. Upon acquisition, we allocate the value of acquired real estate assets based on the fair value of the acquired land, building, furniture, fixtures and equipment, and intangible assets, if applicable. Real estate assets are depreciated using the straight-line method over estimated useful lives ranging from 5 to 40 years.
Real estate assets are evaluated for indicators of impairment on a quarterly basis. Factors that we may consider in our impairment analysis include, among others: (1) significant underperformance relative to historical or anticipated operating results; (2) significant negative industry or economic trends; (3) costs necessary to extend the life or improve the real estate asset; (4) significant increase in competition; and (5) ability to hold and dispose of the real estate asset in the ordinary course of business. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows expected to be generated by the real estate asset over the estimated remaining holding period is less than the carrying amount of such real estate asset. Cash flows include operating cash flows and anticipated capital proceeds generated by the real estate asset. If the sum of such estimated cash flows is less than the carrying amount of the real estate asset, an impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value.
When determining the fair value of a real estate asset, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.
46
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
Rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income.
During 2022, the Federal Reserve began a campaign to combat inflation by increasing interest rates. By the end of 2022, the Federal Reserve had raised interest rates by a total of 4.25%. In 2023, the Federal Reserve raised rates another 0.50% and signaled the potential for further increases in coming quarters to the extent necessary to further combat inflation. Higher interest rates imposed by the Federal Reserve may continue to increase our interest expense and may impact the ability of our borrowers to service their debt and reduce the value of CRE collateral underlying our loans.
The following table illustrates the impact on our interest income and interest expense for the twelve-month period following March 31, 2023, assuming a decrease in one-month LIBOR or SOFR of 50 and 100 basis points and an increase in one-month LIBOR or SOFR of 50 and 100 basis points in the applicable interest rate benchmark (based on one-month LIBOR of 4.86% and one-month term SOFR of 4.80% as of March 31, 2023 ($ in thousands):
Assets (Liabilities) |
|
|
|
|
Decrease |
|
|
Increase |
|
|||||||||||
Subject to Interest Rate Sensitivity |
|
|
Change in |
|
100 Basis Points |
|
|
50 Basis Points |
|
|
50 Basis Points |
|
|
100 Basis Points |
|
|||||
$ |
1,584,434 |
|
|
Net interest income |
|
$ |
(13,113 |
) |
|
$ |
(6,557 |
) |
|
$ |
6,557 |
|
|
$ |
13,113 |
|
|
|
|
Net interest income per share |
|
$ |
(0.09 |
) |
|
$ |
(0.05 |
) |
|
$ |
0.05 |
|
|
$ |
0.09 |
|
|
LIBOR Transition
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”), which regulates LIBOR, announced (the “FCA Announcement”) that all relevant LIBOR tenors will cease to be published or will no longer be representative after June 30, 2023. The FCA Announcement coincides with the March 5, 2021 announcement of LIBOR’s administrator, the ICE Benchmark Administration Limited (the “IBA”), indicating that, as a result of not having access to input data necessary to calculate relevant LIBOR tenors on a representative basis after June 30, 2023, the IBA would have to cease publication of such LIBOR tenors immediately after the last publication on June 30, 2023. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the United States. This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve.
The United States Federal Reserve has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate. The Federal Reserve, in conjunction with the Alternative Reference Rate Committee (the "ARRC"), a committee convened by the Federal Reserve that includes major market participants, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term repurchase agreements, backed by Treasury securities, as its preferred alternative rate for LIBOR. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities. If our LIBOR-based borrowings are converted to SOFR, the differences between LIBOR and SOFR could result in higher interest costs for us, which could have a material adverse effect on our operating results.
As of March 31, 2023, 47% of our loans by unpaid principal balance earned a floating rate of interest indexed to one-month LIBOR and 23% of our outstanding floating rate financing arrangements bear interest indexed to one-month LIBOR. All of our LIBOR-based arrangements provide procedures for determining an alternative base rate in the event that LIBOR is discontinued. We are currently working with our borrowers and lenders to transition our loans and financing arrangements, respectively, to be indexed to one-month SOFR.
Credit Risk
Our loans and other investments are also subject to credit risk, including the risk of default. In particular, changes in general economic conditions will affect the creditworthiness of borrowers and/or the value of underlying real estate collateral relating to our investments. By its very nature, our investment strategy emphasizes prudent risk management and capital preservation by primarily
47
originating senior loans utilizing underwriting techniques resulting in relatively conservative loan-to-value ratio levels to insulate us from loan losses absent a significant diminution in collateral value. In addition, we seek to manage credit risk through performance of extensive due diligence on our collateral, borrower and guarantors, as applicable, that evaluates, among other things, title, environmental and physical condition of collateral, comparable sales and leasing analysis of similar collateral, the quality of and alternative uses for the real estate collateral being underwritten, submarket trends, our borrower’s track record and the reasonableness of the borrower’s projections prior to originating a loan. Subsequent to loan origination, we also manage credit risk through proactive investment monitoring and, whenever possible, limiting our own leverage to partial recourse or non-recourse, match-funding financing. Notwithstanding these efforts, there can be no assurance that we will be able to avoid losses in all circumstances. The performance and value of our loans and investments depend upon the borrower’s ability to improve and operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our Sponsor’s asset management team monitors the performance of our loan portfolio and our Sponsor’s asset management and origination teams maintain regular contact with borrowers, co-lenders and local market experts to monitor the performance of the underlying loan collateral, anticipate borrower, property and market issues and, to the extent necessary or appropriate, enforce our rights as the lender.
In addition, we are exposed to the risks generally associated with the CRE market, including variances in occupancy rates, capitalization rates, absorption rates and other macroeconomic factors beyond our control. We seek to manage these risks through our underwriting, loan structuring, financing structuring and asset management processes.
In the event that we are forced to foreclose, our broader Sponsor platform includes professionals experienced in CRE development, ownership, property management and asset management which enables us to execute the workout of a troubled loan and protect investors’ capital in a way that we believe many non-traditional lenders cannot.
Capital Markets Risks
We are exposed to risks related to the equity and debt capital markets and our related ability to raise capital through the issuance of our common stock or other debt or equity-related instruments. As a REIT, we are required to distribute a significant portion of our REIT taxable income annually, which constrains our ability to retain and accumulate operating earnings and therefore requires us to utilize debt or equity capital to finance the growth of our business. We seek to mitigate these risks by monitoring the debt and equity capital markets, the maturity profile of our in-place loan portfolio related to secured financings, and future funding requirements on our loan portfolio to inform our decisions on the amount, timing, and terms of capital we raise.
Each of the repurchase agreements contain “margin maintenance” provisions, which are designed to allow the lender to require the delivery of cash or other assets to reduce the financing amount against the loans that have been deemed to have experienced a diminution in value. A substantial deterioration in the commercial real estate capital markets may negatively impact the value of assets financed with lenders that have margin maintenance provisions in their facilities. Certain of our repurchase agreements permit valuation adjustments solely as a result of collateral-specific credit events, while other repurchase agreements contain provisions also allowing our lenders to make margin calls upon the occurrence of adverse changes in the markets or as a result of interest rate or spread fluctuations, subject to minimum thresholds, among other factors. As of March 31, 2023, we have not received any margin calls under any of our repurchase agreements.
During the quarter ended March 31, 2023, there was significant volatility in the banking sector resulting from several regional bank failures. While we neither maintained nor maintain any accounts at these failed banks, substantially all of our cash and cash equivalents currently on deposit with major financial institutions exceed insured limits. Such deposits are redeemable upon demand and are maintained with financial institutions with strong credit profiles and we therefore believe bear minimal risk. Further, we do not and have not had any financing relationships with any of the banks that have recently failed, and thus none of our future fundings are subject to the risk that one of the failed banks will not fund.
Prepayment Risk
Prepayment risk is the risk that principal will be repaid prior to initial maturity, which may require us to identify new investment opportunities to deploy such capital at a similar rate of return in order to avoid an overall reduction in our net interest income. We may structure our loans with spread maintenance, minimum multiples and make-whole provisions to protect against early repayment. Typically, investments are structured with the equivalent of 12 to 24 months’ spread maintenance or a minimum level of income that an investment is contractually obligated to return. In general, an increase in prepayment rates accelerates the accretion of deferred income, including origination fees and exit fees, which increases interest income earned on the asset during the period of repayment. Conversely, if capital that is repaid is not subsequently redeployed into investment opportunities generating a similar return, future periods may experience reduced net interest income.
48
Repayment / Extension Risk
Loans are expected to be repaid at maturity, unless the borrower repays early or meets contractual conditions to qualify for a maturity extension. However, in the case of a loan maturity extension, we are often entitled to extension fees, principal paydowns and/or spread increases. Our Manager computes the projected weighted average life of our assets based on the initial and fully extended scheduled maturity dates of loans in our portfolio. Higher interest rates imposed by the Federal Reserve may lead to an increase in the number of our borrowers who exercise extension options, which could extend beyond the term of certain secured financing agreements we use to finance our loan investments. This could have a negative impact on our results of operations, and in some situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.
Counterparty Risk
The nature of our business requires us to hold cash and cash equivalents with various financial institutions, as well as obtain financing from various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.
Our relationships with our lenders subject us to counterparty risks including the risk that a counterparty is unable to fund undrawn credit capacity, particularly if such counterparty enters bankruptcy. We seek to manage this risk by diversifying our financing sources across counterparties and financing types and generally obtaining financing from high credit quality institutions.
The nature of our loans and other investments also exposes us to the risk that our borrowers are unable to execute their business plans, and as a result do not make required interest and principal payments on scheduled due dates, as well as the impact of our borrowers’ tenants not making scheduled rent payments when contractually due. We seek to manage this risk through a comprehensive credit analysis prior to making an investment and rigorous monitoring of our borrowers’ progress in executing their business plans as well as market conditions that may affect the underlying collateral, through our asset management process. Each loan is structured with various lender protections that are designed to prevent fraudulent behavior or other bad acts by borrowers, as well as require borrowers to adhere to their stated business plans while the loan is outstanding. Such protections may include, without limitation: cash management accounts, “bad boy” carveout guarantees, completion guarantees, guarantor minimum net worth and liquidity requirements, approval rights over major decisions, and performance tests throughout the loan term.
Currency Risk
To date, we have made no loans and hold no assets or liabilities denominated or payable in foreign currencies, although we may do so in the future.
We may in the future hold assets denominated or payable in foreign currencies, which would expose us to foreign currency risk. As a result, a change in foreign currency exchange rates may have a positive or an adverse impact on the valuation of our assets, as well as our income and dividends. Any such changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of our REIT tests and may affect the amounts available for payment of dividends to our stockholders.
Although not required, if applicable, we may hedge any currency exposures. However, such currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments and/or unequal, inaccurate or unavailability of hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.
Real Estate Risk
The market values of loans secured directly or indirectly by CRE assets are subject to volatility and may be adversely affected by a number of factors, including, but not limited to, the impacts of the COVID-19 pandemic, national, regional, local and foreign economic conditions (which may be adversely affected by industry slowdowns and other factors); regional or local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; changes to building or similar codes and regulatory requirements (such as rent control); and changes in real property tax rates. In addition, decreases in property values reduce the value of the loan collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses. We seek to manage these risks through our underwriting, loan structuring, financing structuring and asset management processes.
49
Financing Risk
We finance our business through a variety of means, including the syndication of non-consolidated senior interests, notes payable, borrowings under our repurchase and participation facilities, the syndication of pari passu portions of our loans, the syndication of senior participations in our originated senior loans, and our secured term loan. Over time, as market conditions change, we may use other forms of financing in addition to these methods of financing. Weakness or volatility in the debt capital markets, the CRE and mortgage markets, changes in regulatory requirements, and the economy generally, in particular as a result of the COVID-19 pandemic, and recent rapid increase in interest rates that central banks are using to combat inflation and the resulting market disruptions therefrom could adversely affect one or more of our lenders or potential lenders and could cause one or more of our lenders or potential lenders to be unwilling or unable to provide us with financing or to increase the costs of that financing or otherwise offer unattractive terms for that financing. In addition, we may seek to finance our business through the issuance of our common stock or other equity or equity-related instruments, though there is no assurance that such financing will be available on a timely basis with attractive terms, or at all.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934) during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
As of March 31, 2023, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2023.
50
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2023, we were not involved in any material legal proceedings. Refer to Note 14 to our consolidated financial statements for information on our commitments and contingencies.
Item 1A. Risk Factors.
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in the Prospectus. There have been no material changes to our principal risks that we believe are material to our business, results of operations, and financial condition from the risk factors disclosed in our Annual Report file on Form 10-K, which is accessible on the SEC’s website at www.sec.gov.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
51
Item 6. Exhibits.
Exhibit Number |
|
Description |
|
|
|
3.1 |
|
|
|
|
|
3.2 |
|
|
|
|
|
10.1* |
|
|
|
|
|
10.2* |
|
|
|
|
|
10.3* |
|
|
|
|
|
10.4* |
|
|
|
|
|
10.5* |
|
|
|
|
|
10.6* |
|
|
|
|
|
10.7* |
|
|
|
|
|
10.8* |
|
|
|
|
|
10.9* |
|
|
|
|
|
10.10* |
|
|
|
|
|
10.11* |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1* |
|
|
|
|
|
32.2* |
|
52
|
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because 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 (embedded within the Inline XBRL document) |
|
|
|
* |
|
Filed herewith |
53
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Claros Mortgage Trust, Inc. |
|
|
|
|
|
Date: May 2, 2023 |
|
By: |
/s/ Richard J. Mack |
|
|
|
Richard J. Mack |
|
|
|
Chief Executive Officer and Chairman (Principal Executive Officer) |
|
|
|
|
Date: May 2, 2023 |
|
By: |
/s/ Jai Agarwal |
|
|
|
Jai Agarwal |
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
54
