COMMERCIAL REAL ESTATE INVESTMENTS | 5. In September 2015, the Company originated a $592.0 million acquisition financing with respect to a 24-building New York City multifamily apartment portfolio. This financing was comprised of a $480.0 million senior mortgage loan ($476.6 million, net of origination fees), and mezzanine debt with an initial principal balance of $72.0 million and a future funding component of $20.0 million. The senior mortgage loan was held for sale as of September 30, 2015. On November 6, 2015, the Company sold $461.5 million of the senior loan to an unrelated third party and recognized $0.2 million of gain on sale. On December 11, 2015, the Company originated a $335.0 million recapitalization financing with respect to eight class A/B office properties in Orange County California. As of December 31, 2015, such financing is comprised of a $280.0 million senior mortgage loan ($278.6million, net of origination fees), and mezzanine debt with an initial principal balance of $55.0 million ($52.7 million, net of origination) and a future funding component of $30.0 million. The senior mortgage loan was held for sale as of December 31, 2015. At December 31, 2015 and 2014, commercial real estate investments held for investment were composed of the following: CRE Debt and Preferred Equity Investments December 31, 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 387,314 385,838 28.6 % 384,304 383,895 25.2 % Senior securitized mortgages (3) 263,072 262,703 19.4 % 399,541 398,634 26.3 % Mezzanine loans 582,592 578,503 43.0 % 522,474 522,731 34.4 % Preferred equity 122,444 121,773 9.0 % 214,653 212,905 14.1 % Total (4) $ 1,355,422 $ 1,348,817 100.0 % $ 1,520,972 $ 1,518,165 100.0 % (1) Carrying value includes unamortized origination fees of $8.1 million and $3.0 million as of December 31, 2015 and December 31, 2014, respectively. (2) Based on outstanding principal. (3) Assets of consolidated VIEs. (4) Excludes Loans held for sale. December 31, 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) 293,925 - 195,312 - 489,237 Principal payments (243,270 ) (136,469 ) (153,693 ) (92,210 ) (625,642 ) Sales (principal) (46,945 ) - - - (46,945 ) Amortization & accretion of (premium) discounts (142 ) - (232 ) 517 143 Net (increase) decrease in origination fees (3,702 ) (279 ) (4,806 ) - (8,787 ) Amortization of net origination fees 2,077 817 691 561 4,146 Transfers - - 18,500 - 18,500 Allowance for loan losses - - - - - Net carrying value (2) $ 385,838 $ 262,703 $ 578,503 $ 121,773 $ 1,348,817 (1) Assets of consolidated VIE. (2) Excludes Loans held for sale. 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) Assets of consolidated VIE. Internal CRE Debt and Preferred Equity Investment Ratings December 31, 2015 Internal Ratings Investment Type Outstanding Principal (1) Percentage of CRE Debt and Preferred Equity Portfolio Performing Closely-Monitored Special Mention Substandard Doubtful Loss Total (dollars in thousands) Senior mortgages $ 387,314 28.6 % $ 71,000 $ 283,148 $ 33,166 $ - $ - $ - $ 387,314 Senior securitized mortgages (2) 263,072 19.4 % 106,770 15,500 140,802 - - - 263,072 Mezzanine loans 582,592 43.0 % 342,493 219,969 20,130 - - - 582,592 Preferred equity 122,444 9.0 % - 81,944 40,500 - - - 122,444 $ 1,355,422 100.0 % $ 520,263 $ 600,561 $ 234,598 $ - $ - $ - $ 1,355,422 (1) Excludes Loans held for sale. (2) Assets of consolidated VIE. December 31, 2014 Internal Ratings Investment Type Outstanding Principal Percentage of CRE Debt and Preferred Equity Portfolio Performing Closely-Monitored Special Mention Substandard (1) Doubtful Loss Total (dollars in thousands) Senior mortgages $ 384,304 25.2 % $ 26,000 $ - $ 345,330 $ 12,974 $ - $ - $ 384,304 Senior securitized mortgages (2) 399,541 26.3 % 201,365 168,770 29,406 - - - 399,541 Mezzanine loans 522,474 34.4 % 442,414 58,587 21,473 - - - 522,474 Preferred equity 214,653 14.1 % 90,769 9,000 114,884 - - - 214,653 $ 1,520,972 100.0 % $ 760,548 $ 236,357 $ 511,093 $ 12,974 $ - $ - $ 1,520,972 (1) Related to one loan on non-accrual status. (2) Assets of consolidated VIE. Real Estate Acquisitions In July 2015, a joint venture, in which the Company has a 90% interest, acquired a single tenant retail property located in Chillicothe, Ohio for a purchase price of $11.0 million. The property is contiguous to a shopping center already owned by the joint venture. The property is leased to a major home improvement retail store through 2020 with three, five year extension options. The purchase price was funded with cash and a new $7.7 million, 10-year, 4.43% fixed rate interest-only mortgage loan. The fair value of the 10% non-controlling interest in the joint venture at the acquisition date was $0.4 million. The fair value of the acquisition and the related non-controlling interest was determined based on the purchase price. In August 2015, a joint venture, in which the Company has a 90% interest, acquired a multi-tenant retail property located in Largo, Florida for a purchase price of $18.9 million. The purchase price was funded with cash and a new $12.75 million, 10-year, 4.28% fixed rate interest-only mortgage loan. The fair value of the 10% non-controlling interest in the joint venture at the acquisition date was $0.7 million. The fair value of the acquisition and the related non-controlling interest was determined based on the purchase price. In October 2015, a joint venture, in which the Company has a 93.7% interest, acquired a multifamily property located in Washington DC for a purchase price of $75.0 million. The purchase price was funded with cash and a new $57.5 million, 10-year, 4.23% fixed rate interest-only mortgage loan. The fair value of the 6.3% non-controlling interest in the joint venture at the acquisition date was $1.3 million. The fair value of the acquisition and the related non-controlling interest was determined based on the purchase price. In October 2015, a joint venture, in which the Company has a 90% interest, acquired a multi-tenant retail property located in Grass Valley, California for a purchase price of $37.75 million. The purchase price was funded with cash and a new $25.90 million, 10-year, interest-only floating rate mortgage loan. The fair value of the 10% non-controlling interest in the joint venture at the acquisition date was $1.3 million. The fair value of the acquisition and the related non-controlling interest was determined based on the purchase price. In November 2015, a joint venture, in which the Company has a 95% interest, acquired a portfolio of 11 multi-tenant retail properties located in the suburbs of Dallas-Fort Worth, Texas for a purchase price of $131.95 million. The purchase price was funded with cash and two loans, an $81.32 million 10-year, 4.61% fixed rate interest-only loan and a $7.2 million one year floating rate loan. The fair value of the 5% non-controlling interest in the joint venture at the acquisition date was $2.4 million. The fair value of the acquisition and the related non-controlling interest was determined based on the purchase price. The following table summarizes acquisitions of real estate held for investment during 2015: December 31, 2015 Date of Acquisition Type Location Purchase Price Remaining Lease Term (Years) (1) (dollars in thousands) July 2015 Single Tenant Retail Ohio $ 11,000 4.8 August 2015 Multi Tenant Retail Florida $ 18,900 4.1 October 2015 Multifamily Property Washington, DC $ 75,000 0.5 October 2015 Multi Tenant Retail California $ 37,750 3.3 November 2015 Multi Tenant Retail Texas $ 131,950 3.9 (1) Does not include extension options. The aforementioned acquisitions were accounted for using the acquisition method of accounting. The Company incurred approximately $4.5 million of transaction costs in connection with the 2015 acquisitions, which were expensed during the year ended December 31, 2015 and are reflected in Other general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss). 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. The following table summarizes acquisitions of real estate held for investment during the year ended December 31 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 (1) Does not include extension options. The aforementioned acquisitions were accounted for using the acquisition method of accounting. The Company incurred approximately $2.3 million of transaction costs in connection with the acquisitions, which were expensed during the year ended December 31, 2014 and are reflected in Other general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss). The following table presents the aggregate allocation of the purchase price for acquisitions during the year ended December 31, 2015: Location Ohio Florida Washington, DC California Texas (1) Total (dollars in thousands) Purchase Price Allocation: Land $ 2,282 $ 3,780 $ 31,999 $ 9,872 $ 26,390 $ 74,323 Buildings 8,256 15,120 41,115 24,109 105,560 194,160 Site improvements 639 - 690 2,182 - 3,511 Tenant Improvements 671 - - 1,362 - 2,033 Real estate held for investment 11,848 18,900 73,804 37,525 131,950 274,027 Intangible assets (liabilities): Leasehold intangible assets 1,269 - 1,196 3,891 - 6,356 Above market lease - - - 1,067 - 1,067 Below market lease value (2,117 ) - - (4,733 ) - (6,850 ) Total purchase price $ 11,000 $ 18,900 $ 75,000 $ 37,750 $ 131,950 $ 274,600 (1) The purchase price allocation is preliminary pending the receipt of information necessary to complete the valuation of certain tangible and intangible assets and liabilities and therefore subject to change. The following table presents the aggregate final allocation of the purchase price for 2014 acquisitions: Location 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 as of December 31, 2015 and 2014 is 7.9 years and 4.5 years, respectively. 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. Refer to Equity Method Investments below for additional details related to real estate investment activity during the year ended December 31, 2015. Total Commercial Real Estate Investment December 31, 2015 December 31, 2014 (dollars in thousands) Real estate held for investment, at amortized cost Land $ 113,494 $ 38,117 Buildings and improvements 373,603 176,139 Subtotal 487,097 214,256 Less: accumulated depreciation (16,886 ) (4,224 ) Total real estate held for investment, at amortized cost, net 470,211 210,032 Equity in unconsolidated joint ventures 65,735 - Investments in commercial real estate, net $ 535,946 $ 210,032 Depreciation expense was $12.7 million and $3.2 million for the year ended December 31, 2015 and 2014, respectively and is included in General and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). The minimum rental amounts due under 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 December 31, 2015 for consolidated investments in real estate are as follows (in thousands): Rental Income December 31, 2015 (dollars in thousands) 2016 $ 37,030 2017 29,901 2018 26,100 2019 21,772 2020 17,444 Later years 53,047 $ 185,294 Mortgage loans payable as of December 31, 2015 and 2014, were as follows: December 31, 2015 Property Mortgage Carrying Value Mortgage Principal Interest Rate Fixed/Floating Rate Maturity Date Priority (dollars in thousands) Joint Ventures $ 292,658 $ 296,325 2.30% to 4.61% Floating (1) 2016 and 2025 First liens Tennessee 12,228 12,350 4.01% Fixed 6/6/2019 First liens Virginia 11,012 11,025 3.58% Fixed 9/6/2019 First liens Arizona 16,365 16,308 3.50% Fixed 1/1/2017 First liens Nevada 2,444 2,436 3.45% Floating (2) 3/29/2017 First liens $ 334,707 $ 338,444 (1) Includes a mortgage whose rate is fixed via an interest rate swap (pay fixed 4.31%, receive floating rate of L+215). (2) Includes a mortgage whose 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 December 31, 2015: Mortgage Loan Principal Payments (dollars in thousands) 2016 $ 7,600 2017 18,344 2018 - 2019 23,375 2020 - Later years 289,125 $ 338,444 Equity Method Investments In August 2015, the Company acquired a portfolio of six retail properties located in New York, Indiana, Kentucky, and Illinois through a newly formed joint venture partnership and contributed approximately $57.7 million of capital. The Company has an eighty 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. 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. VIE Securitization 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 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 Securitized debt of consolidated VIEs in the accompanying Consolidated Statements of Financial Condition. As of December 31, 2015 the carrying value of the Trust’s assets was $262.7 million, net of $0.4 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 December 31, 2015, the carrying value of the Trust’s liabilities was $173.8 million, net of $0.5 of deferred financing costs, classified as Securitized debt of consolidated VIEs 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 December 31, 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 December 31, 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 is generally limited to the Company’s investment in the FREMF Trusts of $187.1 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. The FREMF Trusts’ assets are included in Commercial real estate debt investments and the FREMF Trusts’ liabilities are included in Securitized debt of consolidated VIEs in the accompanying Consolidated Statements of Financial Condition. 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 practical expedient fair value measurement 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 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 Trusts that is reflected in the Company’s Consolidated Statements of Financial Condition at December 31, 2015 is as follows: December 31, 2015 (dollars in thousands) Senior securitized commercial mortgages carried at fair value $ 2,554,023 Accrued interest receivable 4,994 Total assets $ 2,559,017 Liabilities and equity Securitized debt (non-recourse) at fair value $ 2,366,878 Accrued interest payable 4,183 $ 2,371,061 Equity 187,956 Total liabilities and equity $ 2,559,017 The FREMF Trust mortgage loans had an unpaid principal balance of $2.6 billion at December 31, 2015. As of December 31, 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 December 31, 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 Trusts that is reflected in the Company’s Consolidated Statements of Comprehensive Income (Loss) at December 31, 2015 is as follows: For the period February 25, 2015 to December 31, 2015 (dollars in thousands) Net interest income: Interest income $ 39,607 Interest expense 13,584 Net interest income 26,023 Other income (loss): Unrealized gain (loss) on financial instruments at fair value (1) (4,383 ) Guarantee fees and servicing costs 13,897 Other income (loss) (18,280 ) General and administration expenses 58 Net income $ 7,685 (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 December 31, 2015 are as follows: Securitized Loans at Fair Value Geographic Concentration of Credit Risk Property Location Principal Balance % of Balance (dollars in thousands) Texas $ 749,569 29.4 % North Carolina 537,375 21.0 % Florida 391,138 15.3 % Ohio 197,455 7.7 % |