LOANS | 6. LOANS The Company invests in residential and corporate loans. Loans are classified as either held for investment or held for sale. Loans are also eligible to be accounted for under the fair value option. Excluding loans transferred or pledged to securitization vehicles, as of March 31, 2021 and December 31, 2020, the Company rep orted $528.9 million and $345.8 million, respectively, of loans for which the fair value option was elected. If loans are held for investment and the fair value option has not been elected, they are accounted for at amortized cost less impairment. If the Company intends to sell or securitize the loans and the securitization vehicle is not expected to be consolidated, the loans are classified as held for sale. If loans are held for sale and the fair value option was not elected, they are accounted for at the lower of cost or fair value. Any origination fees and costs or purchase premiums or discounts are deferred and recognized upon sale. The Company determines the fair value of loans held for sale on an individual loan basis. Allowance for Losses – The Company evaluates the need for a loss reserve on each of its loans classified as held-for-investment where the fair value option is not elected. Allowance for loan losses are written off in the period the loans are deemed uncollectible. Given the unique nature of each underlying borrower and any collateral, the Company assesses an allowance for each individual loan held-for-investment. A provision is established at origination or acquisition that reflects management’s estimate of the total expected credit loss over the expected life of the loan. In estimating the lifetime expected credit losses, management utilizes a probability of default and loss given default methodology (“Loss Given Default methodology”), which considers projected economic conditions over the reasonable and supportable forecast period. The forecast incorporates primarily market-based assumptions including, but not limited to, forward interest rate curves, unemployment rate estimates and certain indexes sourced from third party vendors. For any remaining period of the expected life of the loan after the reasonable and supportable period, the Company reverts to historical losses on a straight-line basis. Management uses third-party vendors’ loan pool data for loans with similar risk characteristics to estimate historical losses given the limited loss history of the Company’s loan portfolio. Changes in the lifetime expected credit loss are reflected in Loan loss (provision) reversal in the Consolidated Statements of Comprehensive Income (Loss). For loans experiencing credit deterioration, the Company may use a different methodology to determine the expected credit losses such as a discounted cash flow analysis. For collateral-dependent loans, if foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for any selling costs, if applicable. Additionally, the Company may elect the practical expedient for a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty by measuring the allowance as the difference between the fair value of the collateral, less costs to sell, if applicable, and the amortized cost basis of the financial asset at the reporting date. The Company’s commercial loans are collateralized by commercial real estate including, but not limited to, multifamily real estate, office and retail space, hotels and industrial space. At origination, the fair value of the collateral generally exceeds the principal loan balance. Management assesses the credit quality of the portfolio and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. Significant judgment is required in this analysis. Depending on the expected recovery of its investment, the Company considers the estimated net recoverable value of the loans as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive landscape where the borrower conducts business. To determine if loan loss allowances are required on investments in corporate debt, the Company reviews the monthly and/or quarterly financial statements of the borrowers, verifies loan compliance packages, if applicable, and analyzes current results relative to budgets and sensitivities performed at inception of the investment. Because these determinations are based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the reporting date. The Company may be exposed to various levels of credit risk depending on the nature of its investments and credit enhancements, if any, supporting its assets. The Company’s core investment process includes procedures related to the initial approval and periodic monitoring of credit risk and other risks associated with each investment. The Company’s investment underwriting procedures include evaluation of the underlying borrowers’ ability to manage and operate their respective properties or companies. Management reviews loan-to-value metrics at origination or acquisition of a new investment and if events occur that trigger re-evaluation by management. The Company recorded net loan loss (provisions) reversals of $139.6 million and ($99.3) million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and December 31, 2020, the Company’s loan loss allowance was $33.4 million and $169.5 million, respectively. The following table presents the activity of the Company’s loan investments, including loans held for sale and excluding loans transferred or pledged to securitization vehicles, for the three months ended March 31, 2021: Residential Commercial Corporate Debt Total (dollars in thousands) Beginning balance January 1, 2021 $ 345,810 $ 498,081 $ 2,239,930 $ 3,083,821 Purchases / originations 467,307 114,467 71,493 653,267 Sales and transfers (1) (267,551) (536,829) (45,776) (850,156) Principal payments (10,281) (63,959) (201,247) (275,487) Gains / (losses) (2) (5,164) (12,199) 6,186 (11,177) (Amortization) / accretion (1,253) 439 3,889 3,075 Ending balance March 31, 2021 $ 528,868 $ — $ 2,074,475 $ 2,603,343 (1) Includes securitizations, syndications, transfers to securitization vehicles and commercial loan transfers to assets of disposal group held for sale. Includes transfer of residential loans to securitization vehicles with a carrying value of $257.1 million during the three months ended March 31, 2021. (2) Includes loan loss allowances. The carrying value of the Company’s residential loans held for sale was $46.0 million and $47.0 million at March 31, 2021 and December 31, 2020, respectively. The Company also has off-balance-sheet credit exposures related to unfunded loan commitments, including revolvers, delayed draw term loans and future funding commitments that are not unconditionally cancelable by the Company. The Company utilizes the same methodology in calculating the liability related to the expected credit losses on these exposures as it does for the calculation of the allowance for loan losses. In determining the estimate of credit losses for off-balance-sheet credit exposures, the Company will consider the contractual period in which the entity is exposed to credit risk and the likelihood that funding will occur, if material. Estimated credit losses for off-balance-sheet credit exposures are included in Other liabilities on the Company’s Consolidated Statements of Financial Condition. Residential The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. The Company’s residential loans are accounted for under the fair value option with changes in fair value reflected in Net unrealized gains (losses) on instruments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss). Additionally, the Company consolidates a collateralized financing entity that securitized prime adjustable-rate jumbo residential mortgage loans. The Company also consolidates securitization trusts in which it had purchased subordinated securities because it also has certain powers and rights to direct the activities of such trusts. Refer to the “Variable Interest Entities” Note for further information related to the Company’s consolidated residential mortgage loan trusts. The following table presents the fair value and the unpaid principal balances of the residential mortgage loan portfolio, including loans transferred or pledged to securitization vehicles, at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (dollars in thousands) Fair value $ 3,699,672 $ 3,595,061 Unpaid principal balance $ 3,557,855 $ 3,482,865 The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2021 and 2020 for these investments: For the Three Months Ended March 31, 2021 March 31, 2020 (dollars in thousands) Interest income $ 37,109 $ 47,557 Net gains (losses) on disposal of investments and other (5,220) (12,000) Net unrealized gains (losses) on instruments measured at fair value through earnings 22,455 (192,763) Total included in net income (loss) $ 54,344 $ (157,206) The following table provides the geographic concentrations based on the unpaid principal balances at March 31, 2021 and December 31, 2020 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles: Geographic Concentrations of Residential Mortgage Loans March 31, 2021 December 31, 2020 Property location % of Balance Property location % of Balance California 51.0% California 48.9% New York 14.0% New York 14.0% Florida 6.0% Florida 6.0% All other (none individually greater than 5%) 29.0% All other (none individually greater than 5%) 31.1% Total 100.0% 100.0% The following table provides additional data on the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Portfolio Range Portfolio Weighted Portfolio Range Portfolio Weighted Average (dollars in thousands) Unpaid principal balance $1 - $3,448 $485 $1 - $3,448 $473 Interest rate 0.50% - 9.24% 4.85% 0.50% - 9.24% 4.89% Maturity 7/1/2029 - 4/1/2061 12/11/2048 7/1/2029 - 1/1/2061 4/17/2046 FICO score at loan origination 505 - 829 754 505 - 829 755 Loan-to-value ratio at loan origination 8% - 104% 67% 8% - 104% 67% At March 31, 2021 and December 31, 2020, approximately 38% and 37%, respectively, of the carrying value of the Company’s residential mortgage loans, including transferred or pledged to securitization vehicles, were adjustable-rate. Commercial As of March 31, 2021, commercial real estate loans are reported in Assets of disposal group held for sale in the Consolidated Statements of Financial Condition and classified as held for sale. As of December 31, 2020, commercial real estate loans are reported in Loans, net in the Consolidated Statements of Financial Condition and classified as held for investment. Refer to the “Sale of Commercial Real Estate Business” Note for additional information on the announced transaction. The Company’s commercial real estate loans are comprised of adjustable-rate and fixed-rate loans. The difference between the principal amount of a loan and proceeds at acquisition is recorded as either a discount or premium. Commercial real estate loans and preferred equity interests that were designated as held for investment and were originated or purchased by the Company were carried at their outstanding principal balance, net of unamortized origination fees and costs, premiums or discounts, less an allowance for losses, if necessary. Origination fees and costs, premiums or discounts are amortized into interest income over the life of the loan. Management generally reviews the most recent financial information and metrics derived therefrom produced by the borrower, which may include, but is not limited to, net operating income (“NOI”), debt service coverage ratios, property debt yields (net cash flow or NOI divided by the amount of outstanding indebtedness), loan per unit and rent rolls relating to each of the Company’s commercial real estate loans and preferred equity interests (“CRE Debt and Preferred Equity Investments”), and may consider other factors management deems important. Management also reviews market pricing to determine each borrower’s ability to refinance their respective assets at the maturity of each loan, economic trends (both macro and those affecting the property specifically), and the supply and demand of competing projects in the sub-market in which each subject property is located. Management monitors the financial condition and operating results of its borrowers and continually assesses the future outlook of the borrower’s financial performance in light of industry developments, management changes and company-specific considerations. The Company’s commercial loans are collateral-dependent and, as such, for loans experiencing credit deterioration, the Company was required to record an allowance for loans held for investment based upon the fair value of the underlying collateral if foreclosure is probable or if the practical expedient is elected. For the three months ended March 31, 2021, the Company reversed the loan loss allowance resulting in a loan loss reversal on impaired commercial loans of ($67.4) million as the loans are classified as held for sale and are carried at lower of cost or fair value. For the three months ended March 31, 2020, the Company recorded a loan loss provision on impaired commercial loans of $52.1 million based upon the fair value of the underlying collateral. The Company uses a discounted cash flow or market based valuation technique based upon the underlying property to project property cash flows. In projecting these cash flows, the Company reviewed the borrower financial statements, rent rolls, economic trends and other factors management deems important. These nonrecurring fair value measurements are considered to be in Level 3 of the fair value measurement hierarchy as there are unobservable inputs, which are significant to the overall fair value. For the three months ended March 31, 2021, the Company reversed the loan loss allowance based upon its Loss Given Default methodology resulting in a loan loss reversal on commercial loans of ($62.5) million as the loans are classified as held for sale and are carried at lower of cost or fair value. For the three months ended March 31, 2020, the Company recorded a net loan loss provision of $23.2 million based upon its Loss Given Default methodology. As a result of the implementation of the Loss Given Default methodology under the modified retrospective method, a cumulative effect loan loss allowance of $7.8 million was recorded on January 1, 2020. During the year ended December 31, 2020, the Company modified five commercial loans with a carrying value of $243.8 million at December 31, 2020. The maturity dates on four commercial loans were extended and one commercial loan was granted a 120 day forebearance. Additionally, as part of the restructuring two loans had partial paydowns totaling $4.5 million. The loan loss allowance recorded for these commercial loans was $23.6 million at December 31, 2020. Future funding commitments on the restructured loans totaled $4.1 million at December 31, 2020. At December 31, 2020, the amortized cost basis of commercial loans on nonaccrual status was $46.8 million. For the year ended December 31, 2020, the Company recognized interest income on commercial loans on nonaccrual status of $2.1 million. At December 31, 2020, the Company had unfunded commercial real estate loan commitments of $99.3 million. At December 31, 2020, the liability related to the expected credit losses on the unfunded commercial loan commitments was $5.1 million. At December 31, 2020, approximately 94% of the carrying value, net of allowances of the Company’s CRE Debt and Preferred Equity Investments, including loans transferred or pledged to securitization vehicles, were adjustable-rate. The sector attributes of the Company’s commercial real estate investments held for sale at March 31, 2021 and held for investment at December 31, 2020 were as follows: Sector Dispersion March 31, 2021 December 31, 2020 Carrying Value % of Loan Portfolio Carrying Value % of Loan Portfolio (dollars in thousands) Office $ 577,893 41.8 % $ 650,034 47.4 % Retail 249,917 18.1 % 256,493 18.7 % Multifamily 217,131 15.7 % 250,095 18.2 % Hotel 130,578 9.4 % 115,536 8.4 % Industrial 114,152 8.2 % 60,097 4.4 % Other 75,306 5.4 % 20,302 1.5 % Healthcare 19,145 1.4 % 19,873 1.4 % Total $ 1,384,122 100.0 % $ 1,372,430 100.0 % Commercial real estate investments held for sale at March 31, 2021 and held for investment at December 31, 2020 were comprised of the following: March 31, 2021 December 31, 2020 Outstanding Principal Carrying (1) Percentage (2) Outstanding Principal Carrying (1) Percentage (2) (dollars in thousands) Senior mortgages $ 432,736 $ 409,166 28.6 % $ 387,124 $ 373,925 25.7 % Senior securitized mortgages (3) 906,440 861,996 60.0 % 938,859 874,349 62.3 % Mezzanine loans 171,639 112,960 11.4 % 181,261 124,156 12.0 % Total $ 1,510,815 $ 1,384,122 100.0 % $ 1,507,244 $ 1,372,430 100.0 % (1) Carrying value includes unamortized origination fees of $5.4 million and $4.9 million at March 31, 2021 and December 31, 2020, respectively. (2) Based on outstanding principal. (3) Represents assets of consolidated VIEs. The following tables represent a rollforward of the activity for the Company’s commercial real estate investments held for sale at March 31, 2021 and held for investment at December 31, 2020: March 31, 2021 Senior Senior (1) Mezzanine Total (dollars in thousands) Beginning balance (January 1, 2021) (2) $ 373,925 $ 874,349 $ 124,156 $ 1,372,430 Originations & advances (principal) 115,569 69 301 115,939 Principal payments (54,037) (48,409) (9,922) (112,368) Transfers (3) (36,195) (26,639) (58,491) (121,325) Net (increase) decrease in origination fees (1,403) — — (1,403) Amortization of net origination fees 396 477 43 916 Allowance for loan losses Beginning allowance (10,911) (62,149) (56,873) (129,933) Current period (allowance) reversal 10,911 62,149 56,873 129,933 Ending allowance — — — — Net carrying value (March 31, 2021) $ 409,166 $ 861,996 $ 112,960 $ 1,384,122 December 31, 2020 Senior Senior (1) Mezzanine Total (dollars in thousands) Beginning balance (January 1, 2020) (2) $ 499,690 $ 936,378 $ 182,726 $ 1,618,794 Originations & advances (principal) 206,090 — 12,374 218,464 Principal payments (77,344) (144,308) (78) (221,730) Principal write off — — (7,000) (7,000) Transfers (3) (245,120) 142,621 (7,100) (109,599) Net (increase) decrease in origination fees (1,055) (653) (80) (1,788) Realized gain 204 — — 204 Amortization of net origination fees 2,371 2,460 187 5,018 Allowance for loan losses Beginning allowance, prior to CECL adoption — — (12,703) (12,703) Impact of adopting CECL (2,263) (4,166) (1,336) (7,765) Current period (allowance) reversal (8,648) (57,983) (66,521) (133,152) Write offs — — 23,687 23,687 Ending allowance (10,911) (62,149) (56,873) (129,933) Net carrying value (December 31, 2020) $ 373,925 $ 874,349 $ 124,156 $ 1,372,430 (1) Represents assets of consolidated VIEs. (2) Excludes loan loss allowances. (3) Includes transfers to securitization vehicles. Corporate Debt The Company’s investments in corporate loans typically take the form of senior secured loans primarily in first or second lien positions. The Company’s senior secured loans generally have stated maturities of five The Company’s internal risk rating rubric for corporate debt has nine categories as depicted below: Risk Rating - Corporate Debt Description 1-5 / Performing Meets all present contractual obligations. 6 / Performing - Closely Monitored Meets all present contractual obligations but exhibits a defined weakness in either leverage or liquidity, but not both. Loans at this rating will require closer monitoring, but where we expect no loss of interest or principal. 7 / Substandard A loan that has a defined weakness in either leverage and/or liquidity, and which may require substantial changes to strengthen the asset. Loans at this rating level have a higher probability of loss, although no determination of the amount or timing of a loss is yet possible. 8 / Doubtful A loan that has missed a scheduled principal or interest payment or is otherwise deemed a non-earning account. The probability of loss is increasingly certain due to significant performance issues. 9 / Loss Considered uncollectible. Management assesses each loan at least quarterly and assigns an internal risk rating based on its evaluation of the most recent financial information produced by the borrower and consideration of economic conditions. See below for a tabular disclosure of the amortized cost basis of the Company’s corporate debt held for investment by year of origination and internal risk rating. There was no provision for loan loss recorded on corporate loans using a discounted cash flow methodology for the three months ended March 31, 2021. For the three months ended March 31, 2020, the Company recorded a loan loss provision of $10.0 million on impaired corporate loans using a discounted cash flow methodology with a principal balance and carrying value, net of allowances of $29.3 million and $21.9 million, respectively. During the three months ended March 31, 2020, a loan was restructured and the Company received $2.8 million of second lien debt and $4.8 million of equity. As a result of the restructuring, $19.6 million of first lien debt was written off and the related allowance of $11.9 million was charged off. For the three months ended March 31, 2021 and 2020 the Company recorded a net loan loss provision (reversal) on corporate loans of ($6.2) million and $14.1 million, respectively, based upon its Loss Given Default methodology. As a result of the implementation of the Loss Given Default methodology under the modified retrospective method, a cumulative effect loan loss allowance on corporate loans of $29.7 million was recorded on January 1, 2020. At March 31, 2021 and December 31, 2020, the Company had unfunded corporate loan commitments of $93.0 million and $87.3 million, respectively. At March 31, 2021 and December 31, 2020, the liability related to the expected credit losses on the unfunded corporate loan commitments was $0.6 million and $0.7 million, respectively. The Company invests in corporate loans through its Annaly Middle Market Lending Group. The industry and rate attributes of the portfolio at March 31, 2021 and December 31, 2020 are as follows: Industry Dispersion March 31, 2021 December 31, 2020 Total (1) Total (1) (dollars in thousands) Computer Programming, Data Processing & Other Computer Related Services $ 375,103 $ 483,142 Management & Public Relations Services 291,581 300,869 Industrial Inorganic Chemicals 156,782 156,391 Public Warehousing & Storage 120,473 132,397 Metal Cans & Shipping Containers 115,907 115,670 Surgical, Medical & Dental Instruments & Supplies 82,831 83,161 Electronic Components & Accessories 78,257 78,129 Engineering, Architectural, and Surveying 77,156 77,308 Offices & Clinics of Doctors of Medicine 74,481 104,781 Miscellaneous Health & Allied Services, not elsewhere classified 70,295 77,163 Insurance Agents, Brokers and Service 65,624 67,193 Research, Development & Testing Services 62,218 62,008 Miscellaneous Food Preparations 59,009 58,857 Telephone Communications 58,694 58,450 Miscellaneous Equipment Rental & Leasing 49,641 49,587 Electric Work 40,390 41,128 Petroleum and Petroleum Products 33,836 33,890 Medical & Dental Laboratories 30,763 30,711 Schools & Educational Services, not elsewhere classified 29,183 29,040 Home Health Care Services 28,669 28,587 Metal Forgings & Stampings 27,689 27,523 Legal Services 26,358 26,399 Grocery Stores 22,906 22,895 Coating, Engraving and Allied Services 19,500 19,484 Miscellaneous Business Services 14,996 12,980 Chemicals & Allied Products 14,667 14,686 Mailing, Reproduction, Commercial Art and Photography and Stenographic 12,917 12,733 Drugs 12,622 12,942 Machinery, Equipment & Supplies 11,839 12,096 Offices and Clinics of Other Health Practitioners 10,088 9,730 Total $ 2,074,475 $ 2,239,930 (1) All middle market lending positions are floating rate. The table below reflects the Company’s aggregate positions by their respective place in the capital structure of the borrowers at March 31, 2021 and December 31, 2020. March 31, 2021 December 31, 2020 (dollars in thousands) First lien loans $ 1,431,882 $ 1,489,125 Second lien loans 642,593 750,805 Total $ 2,074,475 $ 2,239,930 The following tables represent a rollforward of the activity for the Company’s corporate debt investments held for investment at March 31, 2021 and December 31, 2020: March 31, 2021 First Lien Second Lien Total (dollars in thousands) Beginning balance (January 1, 2021) (1) $ 1,489,125 $ 750,805 $ 2,239,930 Originations & advances 56,939 14,554 71,493 Sales (2) (21,328) (24,448) (45,776) Principal payments (96,247) (105,000) (201,247) Amortization & accretion of (premium) discounts 1,708 2,181 3,889 Allowance for loan losses Beginning allowance (18,767) (20,785) (39,552) Current period (allowance) reversal 1,685 4,501 6,186 Ending allowance (17,082) (16,284) (33,366) Net carrying value (March 31, 2021) $ 1,431,882 $ 642,593 $ 2,074,475 (1) Excludes loan loss allowances. (2) Includes syndications. December 31, 2020 First Lien Second Lien Total (dollars in thousands) Beginning balance (January 1, 2020) (1) $ 1,403,503 $ 748,710 $ 2,152,213 Originations & advances 834,211 227,433 1,061,644 Sales (2) (273,887) (79,203) (353,090) Principal payments (444,759) (132,000) (576,759) Amortization & accretion of (premium) discounts 8,374 3,832 12,206 Loan restructuring (19,550) 2,818 (16,732) Allowance for loan losses Beginning allowance, prior to CECL adoption (7,363) — (7,363) Impact of adopting CECL (10,787) (18,866) (29,653) Current period (allowance) reversal (12,510) (1,919) (14,429) Write offs 11,893 — 11,893 Ending allowance (18,767) (20,785) (39,552) Net carrying value (December 31, 2020) $ 1,489,125 $ 750,805 $ 2,239,930 The following table provides the amortized cost basis of corporate debt held for investment as of March 31, 2021 by vintage year and internal risk rating. Amortized Cost Basis by Risk Rating and Vintage (1) Risk Rating Vintage Total 2021 2020 2019 2018 2017 2016 2015 (dollars in thousands) 1-5 / Performing $ 1,618,878 $ 44,236 $ 478,783 $ 309,602 $ 415,939 $ 289,450 $ 46,394 $ 34,474 6 / Performing - Closely Monitored 374,004 2,931 26,358 21,567 259,057 64,091 — — 7 / Substandard 81,593 — 11,839 26,173 43,581 — — — 8 / Doubtful — — — — — — — — 9 / Loss — — — — — — — — Total $ 2,074,475 $ 47,167 $ 516,980 $ 357,342 $ 718,577 $ 353,541 $ 46,394 $ 34,474 (1) The amortized cost basis excludes accrued interest and includes deferred fees on unfunded loans. As of March 31, 2021, the Company had $8.8 million of accrued interest receivable on corporate loans which is reported in Principal and interest receivable in the Consolidated Statements of Financial Condition and $1.1 million of deferred loan fees on unfunded loans, which is reported in Loans, net in the Consolidated Statements of Financial Condition. |