LOANS HELD-FOR-INVESTMENT | NOTE 8 — LOANS HELD-FOR-INVESTMENT The Company’s loans held-for-investment consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands): As of September 30, As of December 31, 2024 2023 First mortgage loans (1) $ 3,561,475 $ 3,648,351 Total CRE loans held-for-investment and related receivables, net 3,561,475 3,648,351 Liquid corporate senior loans 52,100 537,990 Corporate senior loans 233,917 210,722 Loans held-for-investment and related receivables, net $ 3,847,492 $ 4,397,063 Less: Current expected credit losses $ (379,131) $ (132,598) Total loans held-for-investment and related receivables, net $ 3,468,361 $ 4,264,465 ____________________________________ (1) As of September 30, 2024 and December 31, 2023, first mortgage loans included $20.2 million of contiguous mezzanine loan components that, as a whole, have expected credit quality similar to that of a first mortgage loan. The following table details overall statistics for the Company’s loans held-for-investment as of September 30, 2024 and December 31, 2023 (dollar amounts in thousands): CRE Loans (1) (2) Liquid Corporate Senior Loans Corporate Senior Loans September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 Number of loans 33 33 18 237 20 21 Principal balance $ 3,578,512 $ 3,669,116 $ 53,516 $ 543,837 $ 238,235 $ 214,650 Net book value $ 3,187,490 $ 3,539,111 $ 51,083 $ 518,252 $ 229,788 $ 207,102 Weighted-average interest rate (3) 8.3 % 8.7 % 10.2 % 9.3 % 11.1 % 11.9 % Weighted-average maximum years to maturity 2.5 2.8 (4) 3.9 4.2 3.5 3.8 Unfunded loan commitments (5) $ 232,558 $ 241,708 $ — $ 152 $ 33,366 $ 30,592 ____________________________________ (1) As of September 30, 2024, 94.4% of the Company’s CRE loans by principal balance earned a floating rate of interest primarily indexed to the Secured Overnight Financing Rate (“SOFR”). (2) Maximum maturity date assumes all extension options are exercised by the borrowers and assumes all relevant conditions are met for such extensions; however, the loans may be repaid prior to such date. (3) The weighted-average interest rate is based on the relevant floating benchmark plus a spread. Excludes loans on nonaccrual status. (4) As of December 31, 2023, two of the Company’s first mortgage loans were in maturity default. During January 2024, the loans were refinanced, each with a fully extended maturity date of January 7, 2028 and are no longer in maturity default. Upon the closings of each refinance, the accrued default interest was waived. (5) Unfunded loan commitments are subject to the satisfaction of borrower milestones and are not reflected in the accompanying condensed consolidated balance sheets. Activity relating to the Company’s loans held-for-investment portfolio was as follows for the nine months ended September 30, 2024 (in thousands): CRE Loans (1) Liquid Corporate Senior Loans Corporate Senior Loans Total Loan Portfolio Balance, January 1, 2024 $ 3,539,111 $ 518,252 $ 207,102 $ 4,264,465 Loan originations, acquisitions and funding 102,322 69,831 50,452 222,605 Sale of loans (2) — (446,974) — (446,974) Principal repayments received (197,787) (85,684) (26,904) (310,375) Capitalized interest 4,861 73 37 4,971 Conversion to equity securities (3) — (5,060) — (5,060) Write-offs charged (4) — (4,989) — (4,989) Deferred fees and other items (5) (1,094) (13,276) (1,440) (15,810) Accretion and amortization of fees and other items 4,822 189 1,050 6,061 (Provision for) reversal of credit losses (6) (264,745) 18,721 (509) (246,533) Balance, September 30, 2024 $ 3,187,490 $ 51,083 $ 229,788 $ 3,468,361 ____________________________________ (1) Loan originations, acquisitions and funding include $11.2 million in protective advances while principal repayments received include $12.3 million of cost-recovery proceeds received on the Company’s nonaccrual first mortgage loans during the nine months ended September 30, 2024. (2) Includes $265.4 million in sales of liquid corporate senior loans to OFSI BSL XIV CLO, Ltd., as further discussed in Note 2 — Summary of Significant Accounting Policies. (3) During the nine months ended September 30, 2024, two of the Company’s defaulted liquid corporate senior loans were equitized into shares of common equity and a preferred equity security, as further discussed in Note 7 — Real Estate-Related Securities and Other. (4) Includes a $2.1 million write-off on four liquid corporate senior loans as a result of distressed restructurings of the positions, which is included in increase in provision for credit losses on the Company’s condensed consolidated statements of operations. (5) Other items primarily consist of purchase discounts or premiums and deferred origination expenses. (6) Does not include current expected losses for unfunded or unsettled loan commitments. Such amounts are included in accrued expenses and accounts payable on the accompanying condensed consolidated balance sheets. As of September 30, 2024, the Company’s CRE loans had the following characteristics based on carrying value (dollar amounts in thousands): Collateral Property Type As of September 30, 2024 Office $ 1,754,468 49.3 % Multifamily 1,146,071 32.2 % Industrial 330,850 9.3 % Hospitality 135,115 3.8 % Mixed Use 69,370 1.9 % Retail 64,808 1.8 % Self-Storage 60,793 1.7 % Total first mortgage loans $ 3,561,475 100 % Less: current expected credit losses (373,985) Total first mortgage loans, net $ 3,187,490 Geographic Location As of September 30, 2024 South $ 1,398,089 39.3 % West 1,111,993 31.2 % East 801,186 22.5 % Various 250,207 7.0 % Total first mortgage loans $ 3,561,475 100 % Less: current expected credit losses (373,985) Total first mortgage loans, net $ 3,187,490 Current Expected Credit Losses Current expected credit losses reflect the Company’s current estimate of potential credit losses related to loans held-for-investment included in the Company’s condensed consolidated balance sheets. Refer to Note 2 — Summary of Significant Accounting Policies for further discussion of the Company’s current expected credit losses. The following table presents the activity in the Company’s current expected credit losses related to loans held-for-investment by loan type for the nine months ended September 30, 2024 and 2023 (in thousands): First Mortgage Loans Unfunded First Mortgage Loans (1) Liquid Corporate Senior Loans Unfunded or Unsettled Liquid Corporate Senior Loans (1) Corporate Senior Loans Unfunded Corporate Senior Loans (1) Total Current expected credit losses as of January 1, 2024 $ 109,240 $ 10,062 $ 19,738 $ 3 $ 3,620 $ 495 $ 143,158 Provision for (reversal of) credit losses 77,564 (6,653) (3,719) (1) 249 (78) 67,362 Charge-offs of CECL — — (1,649) — — — (1,649) Current expected credit losses as of March 31, 2024 $ 186,804 $ 3,409 $ 14,370 $ 2 $ 3,869 $ 417 $ 208,871 Provision for (reversal of) credit losses 211,485 7,197 (5,963) (1) (335) (13) 212,370 Charge-offs of CECL — — (480) — — — (480) Current expected credit losses as of June 30, 2024 $ 398,289 $ 10,606 $ 7,927 $ 1 $ 3,534 $ 404 $ 420,761 (Reversal of) provision for credit losses (24,304) 5,029 (4,050) (1) 595 117 (22,614) Charge-offs of CECL — — (2,860) — — — (2,860) Current expected credit losses as of September 30, 2024 $ 373,985 $ 15,635 $ 1,017 $ — $ 4,129 $ 521 $ 395,287 Current expected credit losses as of January 1, 2023 $ 20,352 $ 1,890 $ 21,195 $ 377 $ 797 $ 66 $ 44,677 Provision for (reversal of) credit losses 1,949 138 (914) (121) 400 1 1,453 Current expected credit losses as of March 31, 2023 $ 22,301 $ 2,028 $ 20,281 $ 256 $ 1,197 $ 67 $ 46,130 Provision for credit losses 22,468 2,140 551 3 764 259 26,185 Current expected credit losses as of June 30, 2023 $ 44,769 $ 4,168 $ 20,832 $ 259 $ 1,961 $ 326 $ 72,315 Provision for (reversal of) credit losses 45,651 5,030 (2,841) (259) 338 4 47,923 Current expected credit losses as of September 30, 2023 $ 90,420 $ 9,198 $ 17,991 $ — $ 2,299 $ 330 $ 120,238 ____________________________________ (1) Current expected losses for unfunded or unsettled loan commitments are included in accrued expenses and accounts payable on the condensed consolidated balance sheets. Changes to current expected credit losses are recognized through net income (loss) on the Company’s condensed consolidated statements of operations. During the three months ended September 30, 2024, the Company recorded a net decrease of $25.5 million in the current expected credit loss reserve against the loans held-for-investment portfolio, bringing the total current expected credit loss reserve on funded and unfunded commitments to $395.3 million. The current expected credit loss reserve reflects certain loans assessed for impairment as well as macroeconomic and current portfolio conditions. As of September 30, 2024, the Company had three collateral dependent risk-rated 5 first mortgage loan investments on nonaccrual status: (i) a $133.4 million commercial first mortgage loan on an office building in Massachusetts primarily due to a decrease in rent collection, reduced leasing activity, stabilization costs required, and past due interest payments during the nine months ended September 30, 2024; (ii) a $125.7 million commercial first mortgage loan on an office building in Virginia primarily due to slower than anticipated leasing activity driven by COVID-accelerated office trends, decreased in-place occupancy, and past due interest payments during the nine months ended September 30, 2024; and (iii) a $113.1 million commercial first mortgage loan on an office building in California primarily due to being past due on its interest payments during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company recognized $960,000, $982,000 and $7.6 million, respectively, of interest income on each of the first mortgage loans prior to payment default. As of September 30, 2024, two of the risk-rated 5 first mortgage loans noted above were more than 90 days past due on their interest payments and one of the risk-rated 5 mortgage loans was less than 90 days past due on its interest payments. Future interest collections related to these loans will be accounted for on a cash basis when received or as a reduction in the amortized cost basis, based on specific facts and circumstances at the time of payment. In addition, during the three months ended September 30, 2024, one of the Company’s first mortgage loans previously on nonaccrual status resumed anticipated interest payments and repaid outstanding overdue interest in accordance with the loan modification discussed below. As of September 30, 2024, the Company’s asset-specific credit loss reserve totaled $318.1 million on funded and unfunded commitments, which related to the Company’s risk-rated 5 first mortgage loans. The asset-specific credit loss reserve is recorded based on the Company’s estimation of the fair value of each loan’s underlying collateral, less costs to sell the underlying collateral where applicable, as of September 30, 2024. Risk Ratings As further described in Note 2 — Summary of Significant Accounting Policies, the Company evaluates its loans held-for-investment portfolio on a quarterly basis. Each quarter, the Company assesses the risk factors of each loan, and assigns a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, loan and credit structure, current LTV ratio, debt yield, collateral performance, and the quality and condition of the sponsor, borrower, and guarantor(s). Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 — Summary of Significant Accounting Policies. The Company’s primary credit quality indicator is its risk ratings, which are further discussed above. The following table presents the net book value of the Company’s loans held-for-investment portfolio as of September 30, 2024 by year of origination, loan type, and risk rating (dollar amounts in thousands): Amortized Cost of Loans Held-For-Investment by Year of Origination (1) As of September 30, 2024 Number of Loans 2024 2023 2022 2021 2020 Prior Total First mortgage loans by internal risk rating: 1 — $ — $ — $ — $ — $ — $ — $ — 2 — — — — — — — — 3 19 145,246 388,490 591,420 732,495 71,600 — 1,929,251 4 6 — — 253,906 257,279 — — 511,185 5 8 — — 456,062 613,153 — 51,824 1,121,039 Total first mortgage loans 33 145,246 388,490 1,301,388 1,602,927 71,600 51,824 3,561,475 Liquid corporate senior loans by internal risk rating: (2) 1 — — — — — — — — 2 — — — — — — — — 3 7 3,490 2,898 13,578 5,610 — — 25,576 4 11 8,931 1,120 7,134 9,339 — — 26,524 5 — — — — — — — — Total liquid corporate senior loans 18 12,421 4,018 20,712 14,949 — — 52,100 Corporate senior loans by internal risk rating: 1 — — — — — — — — 2 — — — — — — — — 3 19 102,818 63,403 56,323 — — — 222,544 4 1 — 11,373 — — — — 11,373 5 — — — — — — — — Total corporate senior loans 20 102,818 74,776 56,323 — — — 233,917 Less: Current expected credit losses (379,131) Total loans held-for-investment and related receivables, net 71 $ 3,468,361 Weighted Average Risk Rating (3) 3.7 Gross charge-offs (4) — — — (853) (4,136) — $ (4,989) ____________________________________ (1) Date loan was originated or acquired by the Company. Origination dates are subsequently updated to reflect material loan modifications. (2) As of September 30, 2024, one of the Company’s liquid corporate senior loan investments was on nonaccrual status with an aggregate carrying value of $378,000, which represented less than 1% of the carrying value of the Company’s liquid corporate senior loans portfolio. (3) Weighted average risk rating calculated based on carrying value at period end. (4) Represents gross charge-offs by year of origination during the nine months ended September 30, 2024. Loan Modifications The Company may amend or modify a loan depending on the loan’s specific facts and circumstances, which are disclosable under ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) . Such modifications generally provide borrowers with additional time to refinance or sell the collateral property, interest payment adjustments, deferral of scheduled principal repayments, and/or adjustments or waivers of performance tests that are prerequisite to the extension of a loan maturity. Loan modifications that allow for the option to pay interest in-kind (“PIK”) result in the interest being capitalized and added to the outstanding principal balance of the respective loan. During the nine months ended September 30, 2024, the Company modified a first mortgage loan collateralized by an office property. As of September 30, 2024, the loan had a carrying value of $267.5 million, representing approximately 7.5% of the Company’s first mortgage loans and was risk-rated 5. The loan modification provided for the borrower to exercise the remaining extension options and for an accrual of PIK interest for any portion of interest exceeding a fixed 6.25% interest rate. The borrower elected to PIK $1.9 million of interest during the nine months ended September 30, 2024. The Company modified a first mortgage loan collateralized by four office properties during the nine months ended September 30, 2024. As of September 30, 2024 the loan had a carrying value of $51.8 million, representing approximately 1.5% of the Company’s first mortgage loans and was risk-rated 5. The loan modification extended the maturity date from February 1, 2025 to April 1, 2027, with no extension options. The Company modified a first mortgage loan collateralized by an office property during the nine months ended September 30, 2024. As of September 30, 2024, the loan had a carrying value of $152.4 million, representing approximately 4.3% of the Company’s first mortgage loans and was risk-rated 5. The loan modification extended the maturity date from July 7, 2026 to July 7, 2029, with no extension options, exempted $20.0 million of the principal balance from accruing interest, modified the variable interest rate from 3.55% to a fixed interest rate of 6.25%, and allowed for the accrual of PIK interest for 2.25% of the fixed interest rate. The borrower elected to PIK $2.0 million of interest during the nine months ended September 30, 2024. The Company modified a first mortgage loan collateralized by a multifamily property during the nine months ended September 30, 2024. As of September 30, 2024, the loan had a carrying value of $97.7 million, representing approximately 2.7% of the Company’s first mortgage loans and was risk-rated 3. The loan modification extended the maturity date from October 7, 2025 to October 7, 2028, with two extension options. These modified loans are performing in accordance with their respective contractual terms as of September 30, 2024. As of September 30, 2024, three of these loans are risk-rated 5 as a result of the increased risk of potential principal loss and as collateral performance was deemed to be worse than underwriting. As such, the Company had an asset-specific credit loss reserve recorded for each of these risk-rated 5 modified first mortgage loans as of September 30, 2024. |