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 September 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 $ (38 ) $ 833 7.0 % Apr. 2031 (1) 4.0% convertible senior notes (2) 120,748 (4,438 ) 116,310 4.0 % Oct. 2033 (2) 7.625% senior notes 56,324 (1,515 ) 54,809 7.6 % Apr. 2024 7.125% senior notes 68,884 (1,081 ) 67,803 7.1 % Aug. 2019 Senior secured notes 13,500 (922 ) 12,578 7.3 % Oct. 2018 to Apr. 2019 Junior subordinated notes, at fair value (3) 18,671 (9,417 ) 9,254 5.3 % Mar. 2035 Junior subordinated notes, at amortized cost 25,100 — 25,100 3.8 % Apr. 2037 Secured warehouse facilities 123,919 (564 ) 123,355 3.4 % Nov. Total recourse indebtedness 428,017 (17,975 ) 410,042 5.0 % Non-recourse indebtedness: CDO notes payable, at amortized cost (4)(5) 336,854 (4,840 ) 332,014 1.9 % Jun. 2045 to Nov. 2046 CMBS securitizations (6)(7) 553,785 (5,890 ) 547,895 3.5 % Jan. 2031 to June 2037 Loans payable on real estate (8) 97,492 (405 ) 97,087 5.5 % June 2016 to Dec. 2021 Total non-recourse indebtedness 988,131 (11,135 ) 976,996 3.1 % Other indebtedness (9) 40,830 79 40,909 — — Total indebtedness $ 1,456,978 $ (29,031 ) $ 1,427,947 3.7 % (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 $710,439 principal amount of commercial mortgage loans, mezzanine loans, other loans and preferred equity interests, $455,820 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) Excludes CMBS securitization notes purchased by us which are eliminated in consolidation (7) Collateralized by $718,228 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. (8) 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. (9) 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 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)(7) 647,921 (6,844 ) 641,077 3.1 % Jan 2031 to Dec. 2031 Loans payable on real estate (8) 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 (9) 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) Excludes CMBS securitization notes purchased by us which are eliminated in consolidation. (7) 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. (8) 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. (9) 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 nine months ended September 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 206.0859 common shares per $1 principal amount of 7.0% convertible senior notes (equivalent to a current conversion price of $4.85 per common share). As of September 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 nine months ended September 30, 2017, there was no activity other than recurring interest. 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). During the three months ended September 30, 2017, we repurchased $5,350 in principal amount of the 4.0% convertible senior notes for $4,952. As of September 30, 2017, $120,748 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. These notes do not contain financial covenants. In October 2017, we repurchased $135 in principal amount of the 4.0% convertible senior notes for $124. 7.625% senior notes. During the three months ended September 30, 2017, we repurchased $963 in principal amount of the 7.625% convertible senior notes for $766. As of September 30, 2017, $56,324 of the 7.625% senior notes remain outstanding. These notes contain financial covenants including a maximum leverage ratio covenant and a minimum fixed charge ratio covenant. As of September 30, 2017, the leverage ratio, calculated in accordance with the indenture, was 79.3% 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 2.36x as compared to a minimum fixed charge coverage ratio of no less than 1.20x. 7.125% senior notes. During the three months ended September 30, 2017, we repurchased $1,846 in principal amount of the 7.125% convertible senior notes for $1,596. As of September 30, 2017, $68,884 of the 7.125% senior notes remain outstanding. These notes contain financial covenants including a maximum leverage ratio covenant and a minimum fixed charge ratio covenant. As of September 30, 2017, the leverage ratio, calculated in accordance with the indenture, was 79.3% 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 2.36x as compared to a minimum fixed charge coverage ratio of no less than 1.20x. In October 2017, we repurchased $312 in principal amount of the 7.125% convertible senior notes for $281. Senior secured notes. During the nine months ended September 30, 2017, we repaid $5,500 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 September 30, 2017, the fair value, or carrying amount, of this indebtedness was $9,254. These notes do not contain financial covenants. Junior subordinated notes, at amortized cost . During the nine months ended September 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 September 30, 2017, we had $0 of outstanding secured warehouse borrowings and $34,215 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 mortgage 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 September 30, 2017, we were in compliance with all financial covenants contained in the Amended MRA. As of September 30, 2017, we had $0 of outstanding borrowings under the $25,000 secured warehouse facility with respect to fixed rate CMBS loans. In June 2017, this facility was amended decreasing the capacity from $100,000 to $25,000. In June 2017, the financial covenants with respect to this facility were amended. As of September 30, 2017, we were in compliance with all financial covenants contained in the $25,000 secured warehouse facility. As of September 30, 2017, we had $2,756 of outstanding borrowings under the $75,000 commercial mortgage facility with respect to floating rate mortgage loans. In July 2017, the financial covenants with respect to this facility were amended. As of September 30, 2017, we were in compliance with all financial covenants contained in the $75,000 commercial mortgage facility. As of September 30, 2017, we had $86,948 of outstanding borrowings under the $250,000 commercial mortgage facility with respect to floating rate mortgage loans. In June 2017, this facility was amended increasing the capacity from $150,000 to $250,000. In June 2017, the financial covenants with respect to this facility were amended. As of September 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 September 30, 2017. CMBS securitizations. During the three months ended June 30, 2017, RAIT exercised its right to unwind RAIT 2014-FL3 Trust, or RAIT FL3, thereby repaying all of the outstanding notes. During the three months ended September 30, 2017, RAIT exercised its right to unwind RAIT 2015-FL4 Trust, or RAIT FL4, thereby repaying all of the outstanding notes. As a result, as of September 30, 2017, RAIT FL3 and RAIT FL4 each had $0 of total collateral at par value, respectively. As of September 30, 2017, our subsidiary, RAIT 2015-FL5 Trust, or RAIT FL5, had $217,459 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 $156,656 to investors. We formed a venture, the 2016 RAIT Venture VIE, which currently owns the less than investment grade 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 September 30, 2017, our subsidiary, RAIT 2016-FL6 Trust, or RAIT FL6, had $161,520 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 $120,248 to investors. In January 2017, we formed a venture, the 2017 RAIT Venture VIE, which currently owns the less than investment grade classes of junior notes with an aggregate principal balance of $41,272 and the equity of RAIT FL6. We retained a 60% interest in the venture, and, as a result of our controlling financial interest, we consolidated the venture. We received approximately $16,893 of proceeds as a result of this contribution. RAIT FL6 does not have OC triggers or IC triggers. 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 less than investment grade 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 September 30, 2017, RAIT FL7 had $342,360 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 $276,881 to investors. We currently own the less than investment grade classes of junior notes, including a class with an aggregate principal balance of $65,479, and the equity, or the retained interests, of RAIT FL7. RAIT FL7 does not have OC triggers or IC triggers. 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 September 30, 2017, and December 31, 2016, we had $97,492 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 nine months ended September 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 three and nine months ended September 30, 2017, we incurred a non-cash loss on deconsolidation of properties of $4,713 and $20,660, respectively, relating to an industrial real estate portfolio containing ten properties with carrying value of $82,501 of investments in real estate and $81,941 of related cross-collateralized non-recourse debt as of December 31, 2016. During the three and nine months ended September 30, 2017, the senior lender foreclosed on the mortgage liens encumbering three and eight of these industrial properties, respectively, and disposed of the properties through auction processes. These three and eight properties, respectively, including other assets, net of related liabilities, had an aggregate carrying value of $24,313 and $67,726, respectively. Upon foreclosure, we derecognized these net assets and extinguished related debt of $19,600 and $47,067, respectively, based on the proceeds received by and legal stipulations entered into with the senior lender with respect to 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 two of these industrial properties have a carrying value of $13,909 of investments in real estate and $34,874 of related cross-collateralized non-recourse debt as of September 30, 2017. During the three and nine months ended September 30, 2017, we incurred a non-cash gain on deconsolidation of properties of $678 relating to a real estate portfolio containing two office and two industrial properties with a carrying value of $16,216 and $17,698 of related non-recourse debt as of December 31, 2016. During the three and nine months ended September 30, 2017, the senior lender foreclosed on the mortgage liens encumbering these four properties and disposed of the properties through an external foreclosure process. RAIT had no control or influence over the divestiture process. These four properties, including other assets, net of related liabilities, had an aggregate carrying value of $17,045. Upon foreclosure, we derecognized these net assets and extinguished related debt of $17,723 based on the proceeds received by the senior lender through the foreclosure. In November of 2017, the senior lender foreclosed on the mortgage lien encumbering one of the remaining properties from the ten property industrial portfolio discussed above that had a carrying value of $9,039. As a result, the senior lender or its assignee/designee now owns this property, subject to any redemption rights that we have under applicable state law, if any. 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) $ 86,948 $ 35,194 2018 37,471 1,315 2019 81,884 1,388 2020 - 1,455 2021 - 58,140 Thereafter (2) 221,714 890,639 Total $ 428,017 $ 988,131 (1) Non-recourse indebtedness includes $34,874 of indebtedness that had a maturity date of June 2016. This indebtedness was collateralized by ten industrial properties as of December 31, 2016. During the nine months ended September 30, 2017, the senior lender foreclosed on the mortgage liens encumbering eight of these properties and is in the process of foreclosing on the remaining two properties. (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 $120,748 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. |