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 June 30, 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 $ (39 ) $ 832 7.0 % Apr. 2031 (1) 4.0% convertible senior notes (2) 126,098 (5,033 ) 121,065 4.0 % Oct. 2033 (2) 7.625% senior notes 57,287 (1,600 ) 55,687 7.6 % Apr. 2024 7.125% senior notes 70,731 (1,254 ) 69,477 7.1 % Aug. 2019 Senior secured notes 15,500 (1,145 ) 14,355 7.2 % Oct. 2018 to Apr. 2019 Junior subordinated notes, at fair value (3) 18,671 (6,147 ) 12,524 5.2 % Mar. 2035 Junior subordinated notes, at amortized cost 25,100 — 25,100 3.7 % Apr. 2037 Secured warehouse facilities 30,708 (890 ) 29,818 3.5 % Nov. Total recourse indebtedness 344,966 (16,108 ) 328,858 5.4 % Non-recourse indebtedness: CDO notes payable, at amortized cost (4)(5) 376,344 (5,965 ) 370,379 1.9 % Jun. 2045 to Nov. 2046 CMBS securitizations (6) 721,441 (8,178 ) 713,263 3.3 % Jan. 2031 to June 2037 Loans payable on real estate (7) 135,123 (436 ) 134,687 5.6 % June 2016 to Dec. 2021 Total non-recourse indebtedness 1,232,908 (14,579 ) 1,218,329 3.1 % Other indebtedness (8) 40,830 50 40,880 — — Total indebtedness $ 1,618,704 $ (30,637 ) $ 1,588,067 3.6 % (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 $769,303 principal amount of commercial mortgage loans, mezzanine loans, other loans and preferred equity interests, $418,486 of which is eliminated 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 $870,085 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. One loan payable on real estate had a maturity date of April 2017. 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 (1) 4.0% convertible senior notes (2) 126,098 (5,827 ) 120,271 4.0 % Oct. 2033 (2) 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 Jan. 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 % May 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 is eliminated 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 six months ended June 30, 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 June 30, 2017, $871 of the 7.0% convertible notes remain outstanding. The 7.0% convertible senior notes are redeemable at par, at the option of the holder, in April 2021, and April 2026. During the six months ended June 30, 2017, there was no activity other than recurring interest during the current period. These notes do not contain financial covenants. 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 June 30, 2017, $126,098 of the 4.0% convertible senior notes remain outstanding. The 4.0% convertible senior notes are redeemable at par, at the option of the holder, in October 2018, October 2023, and October 2028. During the six months ended June 30, 2017, there was no activity other than recurring interest during the current period. These notes do not contain financial covenants. 7.625% senior notes. As of June 30, 2017, $57,287 of the 7.625% senior notes remain outstanding. During the six months ended June 30, 2017, there was no activity other than recurring interest during the current period. These notes contain financial covenants including a maximum leverage ratio covenant and a minimum fixed charge ratio covenant. As of June 30, 2017, the leverage ratio, calculated in accordance with the indenture, was 77.6% as compared to a maximum leverage ratio not to exceed 80%, and for the preceding four quarters, the fixed charge coverage ratio, calculated in accordance with the indenture, was 2.74x as compared to a minimum fixed charge coverage ratio of no less than 1.20x. 7.125% senior notes. As of June 30, 2017, $70,731 of the 7.125% senior notes remain outstanding. During the six months ended June 30, 2017, there was no activity other than recurring interest during the current period. These notes contain financial covenants including a maximum leverage ratio covenant and a minimum fixed charge ratio covenant. As of June 30, 2017, the leverage ratio, calculated in accordance with the indenture, was 77.6% as compared to a maximum leverage ratio not to exceed 80%, and for the preceding four quarters, the fixed charge coverage ratio, calculated in accordance with the indenture, was 2.74x as compared to a minimum fixed charge coverage ratio of no less than 1.20x. Senior secured notes. During the six months ended June 30, 2017, we repaid $3,500 of the senior secured notes. These notes do not contain financial covenants. In January 2017, we redeemed $15,500 in principal amount of the 6.75% senior notes at a redemption price equal to the principal amount plus accrued and unpaid interest. In March 2017, we redeemed $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. In June 2017, we redeemed $2,500 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 June 30, 2017, the fair value, or carrying amount, of this indebtedness was $12,524. These notes do not contain financial covenants. Junior subordinated notes, at amortized cost . During the six months ended June 30, 2017, there was no activity other than recurring interest during the current period. These notes do not contain financial covenants. Secured warehouse facilities. As of June 30, 2017, we had $0 of outstanding secured warehouse borrowings and $17,640 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 2016, this facility was amended decreasing the capacity to $150,000 and extending the maturity date to July 28, 2018. In June 2017, the financial covenants with respect to this facility were amended. As of June 30, 2017, we were in compliance with all financial covenants contained in the Amended MRA. As of June 30, 2017, we had $0 of outstanding borrowings under the $150,000 secured warehouse facility. In June 2017, this facility was amended decreasing the capacity to $25,000. In June 2017, the financial covenants with respect to this facility were amended. As of June 30, 2017, we were in compliance with all financial covenants contained in the $25,000 secured warehouse facility. As of June 30, 2017, we had $13,068 of outstanding borrowings under the $75,000 commercial mortgage facility. In July 2017, the financial covenants with respect to this facility were amended. As of June 30, 2017, we were in compliance with all financial covenants contained in the $75,000 commercial mortgage facility. As of June 30, 2017, we had $0 of outstanding borrowings under the $150,000 commercial mortgage facility. In June 2017, this facility was amended increasing the capacity to $250,000. In June 2017, the financial covenants with respect to this facility were amended. As of June 30, 2017, we were in compliance with all financial covenants contained in the $250,000 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 that 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 June 30, 2017. CMBS securitizations. During the second quarter of 2017, RAIT exercised its right to unwind RAIT 2014-FL3 Trust, or RAIT FL3, thereby repaying all of the outstanding notes. As a result, as of June 30, 2017, RAIT FL3 had $0 of total collateral at par value. As of June 30, 2017, our subsidiary, RAIT 2015-FL4 Trust, or RAIT FL4, had $104,284 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 $62,894 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 June 30, 2017, our subsidiary, RAIT 2015-FL5 Trust, or RAIT FL5, had $247,905 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 $187,102 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 June 30, 2017, our subsidiary, RAIT 2016-FL6 Trust, or RAIT FL6, had $235,823 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 $194,551 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 On June 23, 2017, we closed a CMBS securitization transaction we refer to as RAIT FL7 collateralized by $342,373 of floating rate commercial mortgage loans and participation interests that we originated and that is non-recourse to us, except for certain repurchase and other obligations related to customary representations, warranties and covenants concerning the collateral that we had made. In this CMBS securitization transaction, our subsidiary, RAIT 2017-FL7 Trust, or the FL7 issuer, issued classes of investment grade senior notes, or the FL7 senior notes, with an aggregate principal balance of approximately $276,894 to investors, representing an advance rate of approximately 80.9%. The FL7 senior notes bear interest at a weighted average rate equal to LIBOR plus 1.44%. The stated maturity of the FL7 notes is June 2037, unless redeemed or repaid prior thereto. At the closing of RAIT FL7, we retained the unrated classes of junior notes, or the FL7 junior notes, aggregating to a principal balance of $65,479 and the equity, or the retained interests, of the FL7 issuer. As of June 30, 2017, RAIT FL7 had $342,373 of total collateral at par value, none of which is defaulted and had classes of investment grade senior notes with an aggregate principal balance outstanding of approximately $276,894 to investors. Subject to certain conditions, beginning in June 2019 or upon defined tax events, the FL7 issuer may redeem the FL7 senior notes, in whole but not in part, at the direction of holders of FL7 junior notes, which we held as of June 30, 2017. The junior notes that we have retained in our CMBS securitizations include the class of junior notes that is subject to the first dollar of loss. Loans payable on real estate. As of June 30, 2017 and December 31, 2016, we had $135,123 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 six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 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 $38,516 and $54,475 of related cross-collateralized non-recourse debt as of June 30, 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) $ - $ 72,825 2018 32,208 1,315 2019 84,731 1,387 2020 - 1,455 2021 - 25,980 Thereafter (2) 228,027 1,129,946 Total $ 344,966 $ 1,232,908 (1) Non-recourse indebtedness includes $54,475 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. In August of 2017, the senior lender foreclosed on the mortgage lien encumbering one more of these industrial properties lso includes one loan payable on real estate that had a maturity date of April 2017, collateralized by two industrial properties and two office properties. This loan is currently in default and is in the process of foreclosure. (2) Includes $871 of our 7.0% convertible senior notes that 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 that are redeemable, at par at the option of the holder in October 2018, October 2023, and October 2028. |