COMMERCIAL REAL ESTATE INVESTMENTS | 5. COMMERCIAL REAL ESTATE INVESTMENTS At June 30, 2015 and December 31, 2014, commercial real estate investments held for investment were composed of the following: CRE Debt and Preferred Equity Investments June 30, 2015 December 31, 2014 Outstanding Principal Carrying Value (1) Percentage of Loan Portfolio (2) Outstanding Principal Carrying Value (1) Percentage of Loan Portfolio (2) (dollars in thousands) Senior mortgages 262,546 261,684 19.6 % 384,304 383,895 25.2 % Senior securitized mortgages (3) 361,672 361,215 27.1 % 399,541 398,634 26.3 % Mezzanine loans 498,273 498,332 37.3 % 522,474 522,731 34.4 % Preferred equity 213,213 211,724 16.0 % 214,653 212,905 14.1 % Total $ 1,335,704 $ 1,332,955 100.0 % $ 1,520,972 $ 1,518,165 100.0 % (1) (2) (3) June 30, 2015 Senior Mortgages Senior Securitized Mortgages (1) Mezzanine Loans Preferred Equity Total (dollars in thousands) Beginning balance $ 383,895 $ 398,634 $ 522,731 $ 212,905 $ 1,518,165 Originations & advances (principal) 156,035 - 27,392 - 183,427 Principal payments (230,147 ) (37,869 ) (51,592 ) (1,441 ) (321,049 ) Sales (principal) (46,945 ) - - - (46,945 ) Amortization & accretion of (premium) discounts (72 ) - (108 ) 50 (130 ) Net (increase) decrease in origination fees (2,660 ) - (236 ) - (2,896 ) Amortization of net origination fees 1,578 450 145 210 2,383 Transfers - - - - - Allowance for loan losses - - - - - Net carrying value $ 261,684 $ 361,215 $ 498,332 $ 211,724 $ 1,332,955 (1) December 31, 2014 Senior Mortgages Senior Securitized Mortgages (1) Subordinate Notes Mezzanine Loans Preferred Equity Total (dollars in thousands) Beginning balance $ 667,299 $ - $ 41,408 $ 628,102 $ 247,160 $ 1,583,969 Originations & advances (principal) 127,112 - - 122,742 - 249,854 Principal payments (12,756 ) - (41,059 ) (227,151 ) (35,116 ) (316,082 ) Sales (principal) - - - - - - Amortization & accretion of (premium) discounts (138 ) - (349 ) (1,093 ) 108 (1,472 ) Net (increase) decrease in origination fees (2,427 ) (116 ) - (478 ) - (3,021 ) Amortization of net origination fees 2,783 772 - 609 753 4,917 Transfers (397,978 ) 397,978 - - - - Allowance for loan losses - - - - - - Net carrying value $ 383,895 $ 398,634 $ - $ 522,731 $ 212,905 $ 1,518,165 (1) Internal CRE Debt and Preferred Equity Investment Ratings June 30, 2015 Internal Ratings Investment Type Outstanding Principal Percentage of CRE Debt and Preferred Equity Portfolio Performing Watch List Defaulted-Recovery (2) Impaired (dollars in thousands) Senior mortgages $ 262,546 19.6 % $ 249,573 $ - $ 12,973 $ - Senior securitized mortgages (1) 361,672 27.1 % 352,422 9,250 - - Mezzanine loans 498,273 37.3 % 498,273 - - - Preferred equity 213,213 16.0 % 162,213 51,000 (3) - - $ 1,335,704 100.0 % $ 1,262,481 $ 60,250 $ 12,973 $ - (1) (2) (3) December 31, 2014 Internal Ratings Investment Type Outstanding Principal Percentage of CRE Debt and Preferred Equity Portfolio Performing Watch List Defaulted-Recovery (2) Impaired (dollars in thousands) Senior mortgages $ 384,304 25.2 % $ 371,331 $ - $ 12,973 $ - Senior securitized mortgages (1) 399,541 26.3 % 390,291 9,250 - - Mezzanine loans 522,474 34.4 % 522,474 - - - Preferred equity 214,653 14.1 % 214,653 - - - $ 1,520,972 100.0 % $ 1,498,749 $ 9,250 $ 12,973 $ - (1) (2) Real Estate Acquisitions In November 2014, a joint venture, in which the Company has a 90% interest, acquired eleven retail properties located in New York, Ohio and Georgia. The purchase price was funded with cash and a new $104.0 million, ten-year, 4.03% fixed-rate interest-only mortgage loan. Refer to Equity Method Investments below for details related to real estate investment activity during the quarter ended June 30, 2015. The following table summarizes acquisitions of real estate held for investment in 2014: Date of Acquisition Type Location Purchase Price Remaining Lease Term (Years) (1) (dollars in thousands) April 2014 Single-tenant retail Tennessee $ 19,000 8 June 2014 Multi-tenant retail Virginia $ 17,743 7 November 2014 Multi-tenant retail New York, Ohio, Georgia $ 154,000 4.6 The aforementioned acquisitions were accounted for using the acquisition method of accounting. No additional real estate acquisition costs were expensed during the period ended June 30, 2015. The following table presents the aggregate final allocation of the purchase price: Tennessee Virginia Joint Venture Total (dollars in thousands) Purchase Price Allocation: Land $ 3,503 $ 6,394 $ 21,441 $ 31,338 Buildings 11,960 10,862 97,680 120,502 Site improvements 1,349 1,184 12,705 15,238 Tenant Improvements - - 9,365 9,365 Real estate held for investment 16,812 18,440 141,191 176,443 Intangible assets (liabilities): Leasehold intangible assets 4,288 3,218 22,297 29,803 Above market lease - - 5,458 5,458 Below market lease value (2,100 ) (3,915 ) (14,946 ) (20,961 ) Total purchase price $ 19,000 $ 17,743 $ 154,000 $ 190,743 The weighted average amortization period for intangible assets and liabilities is 3.7 years. Above market leases and leasehold intangible assets are included in Other assets and below market leases are included in Accounts payable and other liabilities in the Consolidated Statements of Financial Condition. The fair value of the 10% non-controlling interest in the joint venture at the acquisition date was $15.4 million. The fair value of the acquisition and the related non-controlling interest was determined based on the purchase price. During June 2015 the purchase price allocation related to the joint venture was finalized resulting in a net increase to amortization and depreciation expense of $1.3 million during the quarter ended June 30, 2015. Total Commercial Real Estate Investments June 30, 2015 December 31, 2014 (dollars in thousands) Real estate held for investment, at amortized cost Land $ 37,977 $ 38,117 Buildings and improvements 176,324 176,139 Subtotal 214,301 214,256 Less: accumulated depreciation (9,911 ) (4,224 ) Total real estate held for investment, at amortized cost, net 204,390 210,032 Equity in unconsolidated joint venture 12,410 - Total investment in commercial real estate, net 216,800 210,032 Net carrying value of CRE Debt and Preferred Equity Investments 1,332,955 1,518,165 Total commercial real estate investments $ 1,549,755 $ 1,728,197 Depreciation expense was $2.9 million and $5.7 million for the quarter and six months ended June 30, 2015, respectively. Depreciation expense was $0.4 million and $0.7 million for the quarter and six months ended June 30, 2014, respectively. Depreciation expense is included in Other income (loss) in the Consolidated Statements of Comprehensive Income (Loss). The table below presents the minimum future rentals on noncancelable leases of the Company’s commercial real estate investments as of June 30, 2015. Rental Income The minimum rental amounts due under the leases are generally either subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse us for certain operating costs. Approximate future minimum rents to be received over the next five years and thereafter for non-cancelable operating leases in effect at June 30, 2015 for the consolidated properties, including consolidated joint venture properties are as follows (in thousands): June 30, 2015 (dollars in thousands) 2015 (remaining) $ 10,346 2016 18,784 2017 16,055 2018 13,695 2019 11,375 Later years 50,702 $ 120,957 Mortgage loans payable as of June 30, 2015 and December 31, 2014, were as follows: June 30, 2015 Property Mortgage Carrying Value Mortgage Principal Interest Rate Fixed/Floating Rate Maturity Date Priority (dollars in thousands) Joint Venture $ 103,950 $ 103,950 4.03 % Fixed 12/6/2024 First liens Tennessee 12,350 12,350 4.01 % Fixed 6/6/2019 First liens Virginia 11,025 11,025 3.58 % Fixed 9/6/2019 First liens Arizona 16,552 16,495 3.50 % Fixed 1/1/2017 First liens Nevada 2,482 2,471 3.45 % Floating (1) 3/29/2017 First liens $ 146,359 $ 146,291 (1) Rate is fixed via an interest rate swap (pay fixed 3.45%, receive floating rate of L+200). December 31, 2014 Property Mortgage Carrying Value Mortgage Principal Interest Rate Fixed/Floating Rate Maturity Date Priority (dollars in thousands) Joint Venture $ 103,950 $ 103,950 4.03 % Fixed 12/6/2024 First liens Tennessee 12,350 12,350 4.01 % Fixed 6/6/2019 First liens Virginia 11,025 11,025 3.58 % Fixed 9/6/2019 First liens Arizona 16,709 16,600 3.50 % Fixed 1/1/2017 First liens Nevada 2,519 2,505 3.45 % Floating (1) 3/29/2017 First liens $ 146,553 $ 146,430 (1) Rate is fixed via an interest rate swap (pay fixed 3.45%, receive floating rate of L+200). The following table details future mortgage loan principal payments as of June 30, 2015: Mortgage Loan Principal Payments (dollars in thousands) 2015 (remaining) $ 228 2016 400 2017 18,338 2018 - 2019 23,375 Later years 103,950 $ 146,291 Equity Method Investments In May 2015, the Company acquired a multifamily property located in Florida through a joint venture partnership and contributed approximately $12 million of capital. The Company has a seventy-five percent interest in the joint venture, but as all major decisions require unanimous consent by the joint venture partners, the Company is not considered to have a controlling financial interest and accounts for its investment under the equity method of accounting. VIEs Securitizations In January 2014, the Company closed NLY Commercial Mortgage Trust 2014-FL1 (the “Trust”), a $399.5 million securitization financing transaction which provides permanent, non-recourse financing collateralized by floating-rate first mortgage debt investments originated or co-originated by the Company and is not subject to margin calls. A total of $260.7 million of investment grade bonds were issued by the Trust, representing an advance rate of 65.3% at a weighted average coupon of LIBOR plus 1.74% at closing. The Company used the proceeds to originate commercial real estate investments. The Company retained bonds rated below investment grade and the only interest-only bond issued by the Trust, which are referred to as the subordinate bonds. The Company incurred approximately $4.3 million of costs in connection with the securitization that have been capitalized and are being amortized to interest expense. Deferred financing costs are included in Other assets in the accompanying Consolidated Statements of Financial Condition. The Trust is structured as a pass-through entity that receives principal and interest on the underlying collateral and distributes those payments to the certificate holders. The Trust is a VIE and the Company is the primary beneficiary as a result of its ability to replace the special servicer without cause through its ownership interest in the subordinate bonds. The Company’s exposure to the obligations of the VIE is generally limited to the Company’s investment in the Trust. Assets of the Trust may only be used to settle obligations of the Trust. Creditors of the Trust have no recourse to the general credit of the Company. The Company is not contractually required to provide and has not provided any form of financial support to the Trust. No gain or loss was recognized upon initial consolidation of the Trust. As of June 30, 2015 the carrying value of the Trust’s assets was $361.2 million, net of $0.5 million of unamortized origination fees, which are included in Commercial real estate debt and preferred equity in the accompanying Consolidated Statements of Financial Condition. As of June 30, 2015, the carrying value of the Trust’s liabilities was $222.8 million, classified as Securitized debt of consolidated VIE’s in the accompanying Consolidated Statements of Financial Condition. In February 2015, the Company purchased the junior most tranche, Class C Certificate of the Freddie Mac securitization, FREMF Mortgage Trust 2015-KLSF (“FREMF 2015-KLSF”) for $102.1 million. The underlying portfolio is a pool of 11 floating rate multifamily mortgage loans with a cut-off principal balance of $1.4 billion. The Company was required to consolidate the FREMF 2015-KLSF Trust’s assets and liabilities of $1.4 billion and $1.3 billion, respectively, at June 30, 2015. In April 2015, the Company purchased the junior most tranche, Class C Certificate of the Freddie Mac securitization, FREMF Mortgage Trust 2015-KF07 (“FREMF 2015-KF07”) for $89.4 million. The underlying portfolio is a pool of 40 floating rate multifamily mortgage loans with a cut-off principal balance of $1.2 billion. The Company was required to consolidate the FREMF 2015-KF07 Trust’s assets and liabilities of $1.2 billion and $1.1 billion, respectively, at June 30, 2015. FREMF 2015-KLSF and FREMF 2015-KF07 are collectively referred to herein as the FREMF Trusts. The FREMF Trusts are structured as pass-through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. The FREMF Trusts are VIEs and the Company is considered to be the primary beneficiary as a result of its ability to replace the special servicer without cause through its ownership of the Class C Certificates and its current designation as the directing certificate holder. The Company’s exposure to the obligations of the VIEs are generally limited to the Company’s investment in the FREMF Trusts of $191.5 million. Assets of the FREMF Trusts may only be used to settle obligations of the FREMF Trusts. Creditors of the FREMF Trusts have no recourse to the general credit of the Company. The Company is not contractually required to provide and has not provided any form of financial support to the FREMF Trusts. No gain or loss was recognized upon initial consolidation of the FREMF Trusts, but $0.8 million of related costs were expensed. Upon consolidation, the Company elected the fair value option for the financial assets and liabilities of the FREMF Trusts in order to avoid an accounting mismatch, and to more faithfully represent the economics of its interest in the entities. The fair value option requires that changes in fair value be reflected in the Company’s Consolidated Statements of Comprehensive Income (Loss). The Company has early adopted ASU 2014-13 and applied the fair value measurement practical expedient whereby the Company determines whether the fair value of the financial assets or financial liabilities is more observable as a basis for measuring the less observable financial instruments. The Company has determined that the fair value of the financial liabilities of the FREMF Trusts are more observable, since the prices for these liabilities are primarily available from third-party pricing services utilized for multifamily mortgage-backed securities, while the individual assets of the trusts are inherently less capable of precise measurement given their illiquid nature and the limitations on available information related to these assets. Given that the Company’s methodology for valuing the financial assets of the FREMF Trusts are an aggregate fair value derived from the fair value of the financial liabilities, the Company has determined that the fair value of each of the financial assets in their entirety should be classified in Level 2 of the fair value measurement hierarchy. The statement of financial condition of the FREMF Trust, that is reflected in the Company’s Consolidated Statements of Financial Condition at June 30, 2015 follows: June 30, 2015 (dollars in thousands) Senior securitized commercial mortgages carried at fair value $ 2,579,687 Accrued interest receivable 4,672 Total assets $ 2,584,359 Liabilities and equity Securitized debt (non-recourse) at fair value $ 2,388,142 Accrued interest payable 4,062 $ 2,392,204 Equity 192,155 Total liabilities and equity $ 2,584,359 The FREMF Trust mortgage loans had an unpaid principal balance of $2.6 billion, at June 30, 2015. As of June 30, 2015 there are no loans 90 days or more past due or on nonaccrual status. There is no gain or loss attributable to instrument-specific credit risk of the underlying loans or securitized debt securities as of June 30, 2015 based upon the Company’s process of monitoring events of default on the underlying mortgage loans. The statement of comprehensive income (loss) of the FREMF Trust that is reflected in the Company’s Consolidated Statements of Comprehensive Income (Loss) at June 30, 2015 follows: For the period February 25, 2015 to June 30, 2015 (dollars in thousands) Net interest income: Interest income $ 14,472 Interest expense (4,575 ) Net interest income 9,897 Other income (loss): Unrealized gain (loss) on financial instruments at fair value (1) (5 ) General, administrative, transaction and acquistion expenses 5,904 Other income (loss) 5,899 General and administration expenses 58 Net income $ 3,940 (1) Included in Net unrealized gains (losses) on financial instruments measured at fair value through earnings. The geographic concentrations of credit risk exceeding 5% of the total loan balances related to the FREMF Trusts as of June 30, 2015 follows: Securitized Loans at Fair Value Geographic Concentration of Credit Risk Property Location Principal Balance % of Balance (dollars in thousands) North Carolina $ 537,375 21.0% Texas 749,569 29.4% Ohio 197,455 7.7% Florida 391,291 15.3% |