INDEBTEDNESS | NOTE 5: INDEBTEDNESS We maintain various forms of short-term and long-term financing arrangements. Generally, these financing agreements are collateralized by assets within securitizations. The following table summarizes our total recourse and non-recourse indebtedness as of March 31, 2017: Description Unpaid Principal Balance Unamortized Discount/Premium and Deferred Financing Costs Carrying Amount Weighted- Average Interest Rate Contractual Maturity Recourse indebtedness: 7.0% convertible senior notes (1) $ 871 $ (40 ) $ 831 7.0 % Apr. 2031 4.0% convertible senior notes (2) 126,098 (5,429 ) 120,669 4.0 % Oct. 2033 7.625% senior notes 57,287 (1,659 ) 55,628 7.6 % Apr. 2024 7.125% senior notes 70,731 (1,399 ) 69,332 7.1 % Aug. 2019 Senior secured notes 30,000 (2,408 ) 27,592 7.2 % Oct. 2018 to Apr. 2019 Junior subordinated notes, at fair value (3) 18,671 (6,189 ) 12,482 5.0 % Mar. 2035 Junior subordinated notes, at amortized cost 25,100 — 25,100 3.5 % Apr. 2037 Secured warehouse facilities 129,317 (1,218 ) 128,099 3.1 % Nov. Total recourse indebtedness 458,075 (18,342 ) 439,733 4.9 % Non-recourse indebtedness: CDO notes payable, at amortized cost (4)(5) 428,258 (6,861 ) 421,397 1.6 % Jun. 2045 to Nov. 2046 CMBS securitizations (6) 591,859 (5,358 ) 586,501 3.4 % Jan. 2031 to Dec. 2031 Loans payable on real estate (7) 135,384 (467 ) 134,917 5.6 % Jun. 2016 to Dec. 2021 Total non-recourse indebtedness 1,155,501 (12,686 ) 1,142,815 3.0 % Other indebtedness (8) 40,830 (245 ) 40,585 — — Total indebtedness $ 1,654,406 $ (31,273 ) $ 1,623,133 3.5 % (1) Our 7.0% convertible senior notes are redeemable at par, at the option of the holder, in April 2021, and April 2026. (2) Our 4.0% convertible senior notes are redeemable at par, at the option of the holder, in October 2018, October 2023, and October 2028. (3) Relates to liabilities which we elected to record at fair value under FASB ASC Topic 825. (4) Excludes CDO notes payable purchased by us which are eliminated in consolidation. (5) Collateralized by $824,059 principal amount of commercial mortgage loans, mezzanine loans, other loans and preferred equity interests, $456,441 of which eliminates in consolidation. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. (6) Collateralized by $739,709 principal amount of commercial mortgage loans and participation interests. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. (7) One loan payable on real estate had a maturity date of June 2016. This loan is currently in default and is in the process of foreclosure. (8) Represents two 40% interests issued to an unaffiliated third party in two ventures to which we contributed the junior notes and equity of two floating rate securitizations. Together these ventures are referred to as the RAIT Venture VIEs. The first of these ventures, the 2016 RAIT Venture VIE, was formed in 2016. The second, the 2017 RAIT Venture VIE, was formed in 2017. We retained a 60% interest in these ventures, and, as a result of our controlling financial interest, we consolidated the ventures. We received approximately $41,689 of proceeds as a result of issuing these 40% interests, which have an unpaid principal balance of $40,830. These 40% interests have no stated maturity date and do not provide for mandatory redemption or any required return or interest payment. These interests of the ventures allocate the distributions on such junior notes and equity when made between the parties to the ventures. The following table summarizes our total recourse and non-recourse indebtedness as of December 31, 2016: Description Unpaid Principal Balance Unamortized Discount and Deferred Finance Costs Carrying Amount Weighted- Average Interest Rate Contractual Maturity Recourse indebtedness: 7.0% convertible senior notes (1) $ 871 $ (40 ) $ 831 7.0 % Apr. 2031 4.0% convertible senior notes (2) 126,098 (5,827 ) 120,271 4.0 % Oct. 2033 7.625% senior notes 57,287 (1,719 ) 55,568 7.6 % Apr. 2024 7.125% senior notes 70,731 (1,543 ) 69,188 7.1 % Aug. 2019 Senior secured notes 62,000 (3,767 ) 58,233 7.0 % Apr. 2017 to Apr. 2019 Junior subordinated notes, at fair value (3) 18,671 (6,849 ) 11,822 4.8 % Mar. 2035 Junior subordinated notes, at amortized cost 25,100 — 25,100 3.4 % Apr. 2037 Secured warehouse facilities 26,421 (1,513 ) 24,908 3.1 % Nov. 2017 to Jul. 2018 Total recourse indebtedness 387,179 (21,258 ) 365,921 5.5 % Non-recourse indebtedness: CDO notes payable, at amortized cost (4)(5) 542,316 (7,815 ) 534,501 1.7 % Jun. 2045 to Nov. 2046 CMBS securitizations (6) 647,921 (6,844 ) 641,077 3.1 % Jan. 2031 to Dec. 2031 Loans payable on real estate (7) 186,237 (569 ) 185,668 5.7 % Jun. 2016 to Dec. 2021 Total non-recourse indebtedness 1,376,474 (15,228 ) 1,361,246 2.9 % Other indebtedness (8) 24,321 (406 ) 23,915 — — Total indebtedness $ 1,787,974 $ (36,892 ) $ 1,751,082 3.5 % (1) Our 7.0% convertible senior notes are redeemable at par, at the option of the holder, in April 2021, and April 2026. (2) Our 4.0% convertible senior notes are redeemable at par, at the option of the holder, in October 2018, October 2023, and October 2028. (3) Relates to liabilities which we elected to record at fair value under FASB ASC Topic 825. (4) Excludes CDO notes payable purchased by us which are eliminated in consolidation. (5) Collateralized by $950,554 principal amount of commercial mortgage loans, mezzanine loans, other loans and preferred equity interests, $535,041 of which eliminates in consolidation. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. (6) Collateralized by $789,421 principal amount of commercial mortgage loans and participation interests. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors. (7) One loan payable on real estate had a maturity date of June 2016. This loan is currently in default and is in the process of foreclosure. (8) Represents a 40% interest issued to an unaffiliated third party in a venture to which we contributed the junior notes and equity of a floating rate securitization. This venture is referred to as the 2016 RAIT Venture VIE. We retained a 60% interest in this venture, and, as a result of our controlling financial interest, we consolidated the venture. We received approximately $24,796 of proceeds as a result of issuing this 40% interest, which has an unpaid principal balance of $24,321. This 40% interest has no stated maturity date and does not provide for its mandatory redemption or any required return or interest payment. The venture interests allocate the distributions on such junior notes and equity when made between the parties to the venture. Recourse indebtedness refers to indebtedness that is recourse to our general assets, including the loans payable on real estate that are guaranteed by us. Non-recourse indebtedness consists of indebtedness of consolidated securitizations and loans payable on real estate which is recourse only to specific assets pledged as collateral to the lenders. The creditors of each consolidated securitization have no recourse to our general credit. The current status or activity in our financing arrangements occurring as of or during the three months ended March 31, 2017 is as follows: Recourse Indebtedness 7.0% convertible senior notes. The 7.0% convertible senior notes are convertible at the option of the holder at a current conversion rate of 195.0060 common shares per $1 principal amount of 7.0% convertible senior notes (equivalent to a current conversion price of $5.13 per common share). As of March 31, 2017, $871 of the 7.0% convertible notes remain outstanding. During the three months ended March 31, 2017, there was no activity other than recurring interest during the current period. 4.0% convertible senior notes. The 4.0% convertible senior notes are convertible at the option of the holder at a current conversion rate of 108.5803 common shares per $1 principal amount of 4.0% convertible senior notes (equivalent to a current conversion price of $9.21 per common share). As of March 31, 2017, $126,098 of the 4.0% convertible senior notes remain outstanding. During the three months ended March 31, 2017, there was no activity other than recurring interest during the current period. 7.625% senior notes. As of March 31, 2017, $57,287 of the 7.625% senior notes remain outstanding. During the three months ended March 31, 2017, there was no activity other than recurring interest during the current period. 7.125% senior notes. As of March 31, 2017, $70,731 of the 7.125% senior notes remain outstanding. During the three months ended March 31, 2017, there was no activity other than recurring interest during the current period. Senior secured notes. During the three months ended March 31, 2017, we repaid $1,500 of the senior secured notes. We also redeemed $15,500 in principal amount of the 6.75% senior notes and $15,000 in principal amount of the 6.85% senior notes at a redemption price equal to the principal amount plus accrued and unpaid interest. In April 2017, we redeemed $10,000 in principal amount of the 7.15% senior notes at a redemption price equal to the principal amount plus accrued and unpaid interest. Junior subordinated notes, at fair value. At issuance, we elected to record the $18,671 junior subordinated notes at fair value under FASB ASC Topic 825, with all subsequent changes in fair value recorded in earnings. As of March 31, 2017, the fair value, or carrying amount, of this indebtedness was $12,482. Junior subordinated notes, at amortized cost . During the three months ended March 31, 2017, there was no activity other than recurring interest during the current period. Secured warehouse facilities. As of March 31, 2017, we had $0 of outstanding secured warehouse borrowings and $52,952 of outstanding commercial mortgage borrowings under the amended and restated master repurchase agreement, or the Amended MRA. The Amended MRA had a capacity of $200,000 with a limit of $100,000 for floating rate loans. In July of 2016, this facility was amended decreasing the capacity to $150,000 and extending the maturity date to July of 2018. As of March 31, 2017, we were in compliance with all financial covenants contained in the Amended MRA. As of March 31, 2017, we had $0 of outstanding borrowings under the $150,000 secured warehouse facility. As of March 31, 2017, we were in compliance with all financial covenants contained in the $150,000 secured warehouse facility. As of March 31, 2017, we had $10,800 of outstanding borrowings under the $75,000 commercial mortgage facility. As of March 31, 2017, we were in compliance with all financial covenants contained in the $75,000 commercial mortgage facility. As of March 31, 2017, we had $65,565 of outstanding borrowings under the $150,000 commercial mortgage facility. As of March 31, 2017, we were in compliance with all financial covenants contained in the $150,000 commercial mortgage facility. Non-Recourse Indebtedness CDO notes payable, at amortized cost. CDO notes payable at amortized cost represent notes issued by consolidated CDO securitizations which are used to finance the acquisition of unsecured REIT notes, CMBS securities, commercial mortgage loans and mezzanine loans in our commercial real estate portfolio. Generally, CDO notes payable are comprised of various classes of notes payable, with each class bearing interest at variable or fixed rates. Both RAIT I and RAIT II are meeting all of their over collateralization, or OC, and interest coverage, or IC, trigger tests as of March 31, 2017. CMBS securitizations. As of March 31, 2017, our subsidiary, RAIT 2014-FL3 Trust, or RAIT FL3, had $85,655 of total collateral at par value, none of which was defaulted. RAIT FL3 had classes of investment grade senior notes with an aggregate principal balance outstanding of approximately $48,268 to investors. As of March 31, 2017, we owned the unrated classes of junior notes, including a class with an aggregate principal balance of $37,387, and the equity, or the retained interests, of RAIT FL3. RAIT FL3 did not have OC triggers or IC triggers. In April 2017, RAIT exercised its right to unwind RAIT FL3, thereby satisfying all of the outstanding notes. As of March 31, 2017, our subsidiary, RAIT 2015-FL4 Trust, or RAIT FL4, had $134,834 of total collateral at par value, none of which was defaulted. RAIT FL4 had classes of investment grade senior notes with an aggregate principal balance outstanding of approximately $93,444 to investors. We currently own the unrated classes of junior notes, including a class with an aggregate principal balance of $41,390, and the equity, or the retained interests, of RAIT FL4. RAIT FL4 does not have OC triggers or IC triggers. As of March 31, 2017, our subsidiary, RAIT 2015-FL5 Trust, or RAIT FL5, had $299,420 of total collateral at par value, none of which was defaulted. RAIT FL5 had classes of investment grade senior notes with an aggregate principal balance outstanding of approximately $238,617 to investors. We formed a venture, the 2016 RAIT Venture VIE, which currently owns the unrated classes of junior notes with an aggregate principal balance of $60,803, and the equity of RAIT FL5. We retained a 60% interest in the venture. RAIT FL5 does not have OC triggers or IC triggers. As of March 31, 2017, our subsidiary, RAIT 2016-FL6 Trust, or RAIT FL6, had $252,799 of total collateral at par value, none of which was defaulted. RAIT FL6 had classes of investment grade senior notes with an aggregate principal balance outstanding of approximately $211,527 to investors. Upon closing, we retained $41,272 of the unrated classes of junior notes and equity of the FL6 issuer. In January 2017, we contributed the $41,272 junior notes and the equity of RAIT FL6 to a venture, the 2017 RAIT Venture VIE. We Loans payable on real estate. As of March 31, 2017 and December 31, 2016, we had $135,384 and $186,237, respectively, of other indebtedness outstanding relating to loans payable on consolidated real estate. These loans are secured by specific consolidated real estate and commercial loans included in our consolidated balance sheets. During the three months ended March 31, 2017, we repaid $22,981 of mortgage indebtedness as part of three property dispositions. We recognized $3,813 gains on extinguishments of debt related to two of these three dispositions as the properties were sold for less than their outstanding indebtedness and the outstanding indebtedness was deemed satisfied in full as a result of such sales. During the three months ended March 31, 2017, we incurred a non-cash loss on deconsolidation of properties of $15,947 relating to an industrial real estate portfolio containing ten properties with a carrying value of $82,501 and $81,941 of related cross-collateralized non-recourse debt as of December 31, 2016. During the three months ended March 31, 2017, the senior lender foreclosed on the mortgage liens encumbering five of these industrial properties and disposed of the properties through auction processes. These five properties, including other assets, net of related liabilities, had an aggregate carrying value of $43,414. Upon foreclosure, we derecognized these net assets and extinguished related debt of $27,467 based on the proceeds received by the senior lender at the auctions. The difference between the net carrying value and the debt extinguished resulted in the non-cash loss noted above as full release of the remaining cross-collateralized non-recourse debt has not yet been received. The remaining five of these industrial properties have a carrying value of $38,833 and $54,475 of related cross-collateralized non-recourse debt as of March 31, 2017. Maturity of Indebtedness Generally, the majority of our indebtedness is payable in full upon the maturity or termination date of the underlying indebtedness. The following table displays the aggregate contractual maturities of our indebtedness on or before December 31 by year: Recourse indebtedness Non-recourse indebtedness 2017 (1) (2) $ 65,565 $ 73,088 2018 78,752 1,315 2019 85,731 1,387 2020 - 1,455 2021 - 25,980 Thereafter (3) 228,027 1,052,276 Total $ 458,075 $ 1,155,501 (1) Recourse indebtedness includes $65,565 of secured warehouse facility borrowings whose facility matures in 2017. (2) Non-recourse indebtedness includes $54,474 of indebtedness that had a maturity date of June 2016. This indebtedness was collateralized by ten industrial properties as of December 31, 2016. In February and March of 2017, the senior lender foreclosed on the mortgage liens encumbering five of these properties and is in the process of foreclosing on the remaining properties. (3) Includes $871 of our 7.0% convertible senior notes which are redeemable, at par at the option of the holder in April 2021 and April 2026. Includes $126,098 of our 4.0% convertible senior notes which are redeemable, at par at the option of the holder in October 2018, October 2023, and October 2028. |