COMMERCIAL REAL ESTATE INVESTMENTS | 5. COMMERCIAL REAL ESTATE INVESTMENTS 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 March 31, 2016, such financing is comprised of a $280.0 million senior mortgage loan ($278.6 million, net of origination fees), and mezzanine loan 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 March 31, 2016 The following tables present commercial real estate investments held for investment at March 31, 2016 and December 31, 2015. March 31, 2016 December 31, 2015 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 $ 477,302 $ 474,559 40.3 % $ 387,314 $ 385,838 28.6 % Senior securitized mortgages (3) 212,072 211,855 17.9 % 263,072 262,703 19.4 % Mezzanine loans 486,081 482,101 41.0 % 582,592 578,503 43.0 % Preferred equity 9,000 8,953 0.8 % 122,444 121,773 9.0 % Total (4) $ 1,184,455 $ 1,177,468 100.0 % $ 1,355,422 $ 1,348,817 100.0 % (1) Carrying value includes unamortized origination fees of $7.1 million and $6.9 million as of March 31, 2016 and December 31, 2015, respectively. (2) Based on outstanding principal. (3) Assets of consolidated VIEs. (4) Excludes Loans held for sale. March 31, 2016 Senior Mortgages Senior Securitized Mortgages (1) Mezzanine Loans Preferred Equity Total (dollars in thousands) Beginning balance $ 385,838 $ 262,703 $ 578,503 $ 121,773 $ 1,348,817 Originations & advances (principal) 155,065 - 25,897 - 180,962 Principal payments (65,077 ) (51,000 ) (122,408 ) (113,445 ) (351,930 ) Sales (principal) - - - - - Amortization & accretion of (premium) discounts (34 ) - (221 ) - (255 ) Net (increase) decrease in origination fees (1,578 ) - (285 ) - (1,863 ) Amortization of net origination fees 345 152 615 625 1,737 Transfers - - - - - Allowance for loan losses - - - - - Net carrying value (2) $ 474,559 $ 211,855 $ 482,101 $ 8,953 $ 1,177,468 (1) Assets of consolidated VIE. (2) 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. Internal CRE Debt and Preferred Equity Investment Ratings March 31, 2016 Percentage of CRE Debt and Preferred Equity Portfolio Internal Ratings Investment Type Outstanding Principal (1) Performing Closely-Monitored Special Mention Substandard Doubtful Loss Total (dollars in thousands) Senior mortgages $ 477,302 40.3 % $ 91,321 $ 243,681 $ 142,300 $ - $ - $ - $ 477,302 Senior securitized mortgages (2) 212,072 17.9 % 55,770 15,500 140,802 - - - 212,072 Mezzanine loans 486,081 41.0 % 295,950 160,814 29,317 - - - 486,081 Preferred equity 9,000 0.8 % - - 9,000 - - - 9,000 $ 1,184,455 100.0 % $ 443,041 $ 419,995 $ 321,419 $ - $ - $ - $ 1,184,455 (1) Excludes Loans held for sale. (2) Assets of consolidated VIE. December 31, 2015 Percentage of CRE Debt and Preferred Equity Portfolio Internal Ratings Investment Type Outstanding Principal (1) 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. Real Estate Investments Date of Acquisition Type Location Purchase Price Remaining Lease Term (Years) (1) (dollars in thousands) July 2015 Multi Tenant Retail Ohio $ 11,000 4.6 August 2015 Multi Tenant Retail Florida $ 18,900 5.1 October 2015 Multifamily Property Washington, DC $ 75,000 0.3 October 2015 Multi Tenant Retail California $ 37,750 3.0 November 2015 Multi Tenant Retail Texas $ 131,950 4.3 March 31, 2016 December 31, 2015 (dollars in thousands) Real estate held for investment, at amortized cost Land $ 113,494 $ 113,494 Buildings and improvements 374,213 373,603 Subtotal 487,707 487,097 Less: accumulated depreciation (21,456 ) (16,886 ) Total real estate held for investment, at amortized cost, net 466,251 470,211 Equity in unconsolidated joint ventures 61,535 65,735 Investments in commercial real estate, net $ 527,786 $ 535,946 Depreciation expense was $4.6 million and $2.8 million for the quarters ended March 31, 2016 and 2015, respectively and is included in Other income (loss) in the Consolidated Statements of Comprehensive Income (Loss). Rental Income 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 payments under non-cancelable operating leases in effect at March 31, 2016 for consolidated investments in real estate are as follows: March 31, 2016 (dollars in thousands) 2016 (remaining) $ 26,105 2017 30,305 2018 26,238 2019 22,157 2020 17,848 Later years 53,326 $ 175,979 Mortgage loans payable as of March 31, 2016 March 31, 2016 Property Mortgage Carrying Value Mortgage Principal Interest Rate Fixed/Floating Rate Maturity Date Priority (dollars in thousands) Joint Ventures $ 292,821 $ 296,325 2.30% to 4.61% Floating (1) 2016 and 2025 First liens Tennessee 12,236 12,350 4.01 % Fixed 6/6/2019 First liens Virginia 11,012 11,025 3.58 % Fixed 9/6/2019 First liens Arizona 16,271 16,227 3.50 % Fixed 1/1/2017 First liens Nevada 2,425 2,419 3.45 % Floating (2) 3/29/2017 First liens $ 334,765 $ 338,346 (1) Includes a mortgage with a fixed rate via an interest rate swap (pay fixed 4.31%, receive floating rate of L+215). (2) Includes a mortgage with a fixed rate via an interest rate swap (pay fixed 3.45%, receive floating rate of L+200). 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 with a fixed rate via an interest rate swap (pay fixed 4.31%, receive floating rate of L+215). (2) Includes a mortgage with a fixed rate via an interest rate swap (pay fixed 3.45%, receive floating rate of L+200). Mortgage Loan Principal Payments (dollars in thousands) 2016 (remaining) $ 7,502 2017 18,344 2018 - 2019 23,375 2020 - Later years 289,125 $ 338,346 VIEs 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 March 31, 2016 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 $1.3 billion and $1.2 billion, respectively, at March 31, 2016. 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 $1.1 billion and $1.0 billion, respectively, at March 31, 2016. In February 2016, the Company purchased the junior-most tranche, Class C Certificate of the Freddie Mac securitization, FREM Mortgage Trust 2016-KLH1 ("FREM 2016-KLH1") for $107.6 million, net of a $4.4 million discount to face value of $112.0 million. The underlying portfolio is a pool of 28 floating rate multifamily mortgage loans with a cut-off principal balance of $1.5 billion. The Company was required to consolidate the FREM 2016-KLH1 Trust's assets and liabilities of $1.5 billion and $1.4 billion, respectively, at March 31, 2016. FREMF 2015-KLSF, FREMF 2015-KF07 and FREM 2016-KLH1 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 $291.0 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 $0.2 million and $0.8 million of related costs were expensed during the quarter ended March 31, 2016 and the year ended December 31, 2015, respectively. 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 accurately 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 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 is more observable, since the prices for these liabilities are primarily available from third-party pricing services utilized for multifamily mortgage-backed securities, while the fair value of 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 is 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 Trusts that is reflected in the Company's Consolidated Statements of Financial Condition at March 31, 2016 is as March 31, 2016 (dollars in thousands) Assets Senior securitized commercial mortgages carried at fair value $ 3,968,118 Accrued interest receivable 8,351 Total assets $ 3,976,469 Liabilities Securitized debt (non-recourse) at fair value $ 3,677,079 Accrued interest payable 4,311 Total liabilities $ 3,681,390 The FREMF Trusts mortgage loans had an unpaid principal balance of $4.0 billion at March 31, 2016. As of March 31, 2016 The statement of comprehensive income (loss) of the FREMF Trusts that is reflected in the Company's Consolidated Statements of Comprehensive Income (Loss) for the quarter ended March 31, 2016 is as For the Quarter Ended March 31, 2016 (dollars in thousands) Net interest income: Interest income $ 21,030 Interest expense 7,876 Net interest income 13,154 Other income (loss): Unrealized gain (loss) on financial instruments at fair value (1) 147 Guarantee fees and servicing costs (5,297 ) Other income (loss) (5,150 ) General and administration expenses 2 Net income $ 8,002 (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 March 31, 2016 are as Securitized Loans at Fair Value Geographic Concentration of Credit Risk Property Location Principal Balance % of Balance (dollars in thousands) Texas $ 749,569 18.8 % North Carolina 537,375 13.5 % Maryland 499,495 12.5 % Florida 456,663 11.4 % Other 1,751,963 43.8 % Total $ 3,995,065 100.0 % |