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LOANS | 6 Months Ended
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Jun. 30, 2019
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] |
LOANS |
6. LOANS
The Company invests in residential, commercial 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 June 30, 2019, the Company reported $1.1 billion 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. Nonaccrual Status – If collection of a loan’s principal or interest is in doubt or the loan is 90 days or more past due, interest income is not accrued. For nonaccrual status loans carried at fair value or held for sale, interest is not accrued, but is recognized on a cash basis. For nonaccrual status loans carried at amortized cost, if collection of principal is not in doubt, but collection of interest is in doubt, interest income is recognized on a cash basis. If collection of principal is in doubt, any interest received is applied against principal until collectability of the remaining balance is no longer in doubt; at that point, any interest income is recognized on a cash basis. Generally, a loan is returned to accrual status when the borrower has resumed paying the full amount of the scheduled contractual obligation, if all principal and interest amounts contractually due are reasonably assured of repayment within a reasonable period of time and there is a sustained period of repayment performance by the borrower. Allowance for Losses – The Company evaluates the need for a loss reserve on its loans. A provision for loan losses may be established when it is probable the Company will not collect amounts contractually due or all amounts previously estimated to be collectible. 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. Management generally reviews the most recent financial information 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 internal loan risk ratings are based on the guidance provided by the Office of the Comptroller of the Currency for commercial real estate lending. The Company’s internal risk rating categories include “Performing”, “Performing - Closely Monitored”, “Performing - Special Mention”, “Substandard”, “Doubtful” or “Loss”. Performing loans meet all present contractual obligations. Performing - Closely Monitored loans meet all present contractual obligations, but are transitional or could be exhibiting some weakness in both leverage and liquidity. Performing - Special Mention loans meet all present contractual obligations, but exhibit potential weakness that deserves management’s close attention and if uncorrected, may result in deterioration of repayment prospects. Substandard loans are inadequately protected by sound worth and paying capacity of the obligor or of the collateral pledged with a distinct possibility that loss will be sustained if some of the deficiencies are not corrected. Doubtful loans are Substandard loans whereby collection of all contractual principal and interest is highly questionable or improbable. Loss loans are considered uncollectible. There was no provision for loan loss recorded for the three months ended June 30, 2019. For the six months ended June 30, 2019, the Company recorded a loan loss provision of $5.7 million. As of June 30, 2019 and December 31, 2018, the Company’s loan loss provision was $9.2 million and $3.5 million, respectively. There was no provision for loan loss recorded as of and for the six months ended June 30, 2018. 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 six months ended June 30, 2019:
| Residential |  | Commercial |  | Corporate |  | Total
| (dollars in thousands)
Beginning balance January 1, 2019 | $ | 1,359,806 |  |  | $ | 1,338,987 |  |  | $ | 1,887,182 |  |  | $ | 4,585,975 |
Purchases | 1,111,264 |  |  | 228,379 |  |  | 250,492 |  |  | 1,590,135 |
Sales and transfers (1) | (1,297,622 | ) |  | (834,492 | ) |  | (237,138 | ) |  | (2,369,252 | )
Principal payments | (113,660 | ) |  | (63,167 | ) |  | (87,242 | ) |  | (264,069 | )
Gains / (losses) | 2,211 |  |  | (5,703 | ) |  | 3,635 |  |  | 143 |
(Amortization) / accretion | (875 | ) |  | 1,597 |  |  | 2,814 |  |  | 3,536 |
Ending balance June 30, 2019 | $ | 1,061,124 |  |  | $ | 665,601 |  |  | $ | 1,819,743 |  |  | $ | 3,546,468 |
(1) Includes securitizations, syndications and transfers to securitization vehicles.
The carrying value of the Company’s residential loans held for sale was $119.7 million and $97.5 million at June 30, 2019 and December 31, 2018, respectively. The carrying value of the Company’s commercial loans held for sale was $41.9 million and $42.2 million at June 30, 2019 and December 31, 2018, respectively. The carrying value of the Company’s corporate loans held for sale was $26.9 million and $0 at June 30, 2019 and December 31, 2018, respectively. Residential The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. 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 June 30, 2019 and December 31, 2018:
| June 30, 2019 | December 31, 2018
| (dollars in thousands)
Fair value | $ | 3,168,105 |  | $ | 2,454,637 |
Unpaid principal balance | $ | 3,076,415 |  | $ | 2,425,657 |
The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2019 and 2018 for these investments:
| For the Three Months Ended |  | For the Six Months Ended
| June 30, 2019 |  | June 30, 2018 |  | June 30, 2019 |  | June 30, 2018
| (dollars in thousands)
Interest income | $ | 35,025 |  |  | $ | 15,784 |  |  | $ | 65,016 |  |  | $ | 29,279 |
Net gains (losses) on disposal of investments | (4,605 | ) |  | (3,191 | ) |  | (9,828 | ) |  | (4,949 | )
Net unrealized gains (losses) on instruments measured at fair value through earnings | 25,891 |  |  | (1,305 | ) |  | 43,712 |  |  | (11,169 | )
Total included in net income (loss) | $ | 56,311 |  |  | $ | 11,288 |  |  | $ | 98,900 |  |  | $ | 13,161 |
The following table provides the geographic concentrations based on the unpaid principal balances at June 30, 2019 and December 31, 2018 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:
Geographic Concentrations of Residential Mortgage Loans
June 30, 2019 |  | December 31, 2018
Property location | % of Balance |  | Property location | % of Balance
California | 52.5% |  | California | 53.7%
New York | 10.1% |  | Florida | 7.1%
Florida | 6.2% |  | New York | 6.6%
All other (none individually greater than 5%) | 31.2% |  | All other (none individually greater than 5%) | 32.6%
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 June 30, 2019 and December 31, 2018:
| June 30, 2019 |  | December 31, 2018
| Portfolio Range | Portfolio Weighted Average |  | Portfolio Range | Portfolio Weighted Average
| (dollars in thousands)
Unpaid principal balance | $0 - $3,448 |  | $455 |  | $0 - $3,500 |  | $457
Interest rate | 2.00% - 9.25% |  | 5.07% |  | 2.00% - 7.75% |  | 4.72%
Maturity | 1/1/2028 - 5/1/2059 |  | 11/4/2046 |  | 1/1/2028 - 11/1/2058 |  | 1/11/2046
FICO score at loan origination | 505 - 823 |  | 753 |  | 505 - 823 |  | 752
Loan-to-value ratio at loan origination | 8% - 116% |  | 67% |  | 8% - 111% |  | 68%
At June 30, 2019 and December 31, 2018, approximately 44% and 47%, respectively, of the carrying value of the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, were adjustable-rate. Commercial 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 that are designated as held for investment and are originated or purchased by the Company are 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. Preferred equity interests are designated as held for investment and are carried at their outstanding principal balance, net of unamortized origination fees and costs, premiums or discounts, less a reserve for estimated losses, if necessary. At June 30, 2019, and December 31, 2018, approximately 91% and 88%, respectively, of the carrying value of the Company’s CRE Debt and Preferred Equity Investments, including loans transferred or pledged to securitization vehicles and excluding commercial loans held for sale, were adjustable-rate. At June 30, 2019 and December 31, 2018, commercial real estate investments held for investment were comprised of the following:
| June 30, 2019 |  | December 31, 2018
| Outstanding Principal |  | Carrying Value (1) |  | Percentage of Loan Portfolio (2) |  | Outstanding Principal |  | Carrying Value (1) |  | Percentage of Loan Portfolio (2)
| (dollars in thousands)
Senior mortgages | $ | 351,907 |  |  | $ | 350,398 |  |  | 24.6 | % |  | $ | 988,248 |  |  | $ | 981,202 |  |  | 75.6 | %
Senior securitized mortgages (3) | 795,052 |  |  | 789,900 |  |  | 55.6 | % |  | — |  |  | — |  |  | — | %
Mezzanine loans | 282,955 |  |  | 273,307 |  |  | 19.8 | % |  | 319,663 |  |  | 315,601 |  |  | 24.4 | %
Total | $ | 1,429,914 |  |  | $ | 1,413,605 |  |  | 100.0 | % |  | $ | 1,307,911 |  |  | $ | 1,296,803 |  |  | 100.0 | %
(1) | Carrying value includes unamortized origination fees of $7.1 million and $7.6 million at June 30, 2019 and December 31, 2018, respectively.
(2) | Based on outstanding principal.
(3) | Assets of a consolidated VIE.
The following tables represent a rollforward of the activity for the Company’s commercial real estate investments held for investment at June 30, 2019 and December 31, 2018:
June 30, 2019
| Senior Mortgages |  | Senior Securitized Mortgages (1) |  | Mezzanine Loans |  | Total
| (dollars in thousands)
Net carrying value (January 1, 2019) | $ | 981,202 |  |  | $ | — |  |  | $ | 315,601 |  |  | $ | 1,296,803 |
Originations & advances (principal) | 210,551 |  |  | 840,052 |  |  | 19,185 |  |  | 1,069,788 |
Principal payments | (15,663 | ) |  | (45,000 | ) |  | (47,218 | ) |  | (107,881 | )
Transfers | (831,229 | ) |  | — |  |  | (8,675 | ) |  | (839,904 | )
Net (increase) decrease in origination fees | 4,240 |  |  | (6,564 | ) |  | (184 | ) |  | (2,508 | )
Amortization of net origination fees | 1,297 |  |  | 1,412 |  |  | 301 |  |  | 3,010 |
Allowance for loan losses | — |  |  | — |  |  | (5,703 | ) |  | (5,703 | )
Net carrying value (June 30, 2019) | $ | 350,398 |  |  | $ | 789,900 |  |  | $ | 273,307 |  |  | $ | 1,413,605 |
December 31, 2018
| Senior Mortgages |  | Mezzanine Loans |  | Preferred Equity |  | Total
| (dollars in thousands)
Net carrying value (January 1, 2018) | $ | 625,900 |  |  | $ | 394,442 |  |  | $ | 8,985 |  |  | $ | 1,029,327 |
Originations & advances (principal) | 575,953 |  |  | 52,224 |  |  | — |  |  | 628,177 |
Principal payments | (216,849 | ) |  | (127,575 | ) |  | (9,000 | ) |  | (353,424 | )
Net (increase) decrease in origination fees | (6,624 | ) |  | (370 | ) |  | — |  |  | (6,994 | )
Amortization of net origination fees | 2,822 |  |  | 376 |  |  | 15 |  |  | 3,213 |
Allowance for loan losses | — |  |  | (3,496 | ) |  | — |  |  | (3,496 | )
Net carrying value (December 31, 2018) | $ | 981,202 |  |  | $ | 315,601 |  |  | $ | — |  |  | $ | 1,296,803 |
(1) Assets of a consolidated VIE.
The following table provides the internal loan risk ratings of commercial real estate investments held for investment as of June 30, 2019 and December 31, 2018.
June 30, 2019
|  |  |  |  |  | Internal Ratings
Investment Type | Outstanding Principal |  | Percentage of CRE Debt and Preferred Equity Portfolio |  | Performing |  | Performing - Closely Monitored |  | Performing - Special Mention |  | Substandard (1) |  | Doubtful (2) |  | Loss |  | Total
(dollars in thousands)
Senior mortgages | $ | 351,907 |  |  | 24.6 | % |  | $ | 221,112 |  |  | $ | 22,766 |  |  | $ | 43,639 |  |  | $ | 64,390 |  |  | $ | — |  |  | $ | — |  |  | $ | 351,907 |
Senior securitized mortgages (3) | 795,052 |  |  | 55.6 | % |  | 439,395 |  |  | 203,464 |  |  | 152,193 |  |  | — |  |  | — |  |  | — |  |  | 795,052 |
Mezzanine loans | 282,955 |  |  | 19.8 | % |  | 79,843 |  |  | 49,683 |  |  | 109,826 |  |  | — |  |  | 43,603 |  |  | — |  |  | 282,955 |
Total | $ | 1,429,914 |  |  | 100.0 | % |  | $ | 740,350 |  |  | $ | 275,913 |  |  | $ | 305,658 |  |  | $ | 64,390 |  |  | $ | 43,603 |  |  | — |  |  | $ | 1,429,914 |
December 31, 2018
|  |  |  |  |  | Internal Ratings
Investment Type | Outstanding Principal |  | Percentage of CRE Debt and Preferred Equity Portfolio |  | Performing |  | Performing - Closely Monitored |  | Performing - Special Mention |  | Substandard (1) |  | Doubtful (2) |  | Loss |  | Total
(dollars in thousands)
Senior mortgages | $ | 988,248 |  |  | 75.6 | % |  | $ | 653,066 |  |  | $ | 215,792 |  |  | $ | 55,000 |  |  | $ | 64,390 |  |  | $ | — |  |  | $ | — |  |  | $ | 988,248 |
Mezzanine loans | 319,663 |  |  | 24.4 | % |  | 140,776 |  |  | 38,884 |  |  | 96,400 |  |  | 36,603 |  |  | 7,000 |  |  | — |  |  | 319,663 |
Total | $ | 1,307,911 |  |  | 100.0 | % |  | $ | 793,842 |  |  | $ | 254,676 |  |  | $ | 151,400 |  |  | $ | 100,993 |  |  | $ | 7,000 |  |  | $ | — |  |  | $ | 1,307,911 |
(1) | The Company rated one loan as of June 30, 2019 and two loans as of December 31, 2018 as Substandard. The Company evaluated whether an impairment exists and determined in each case that, based on quantitative and qualitative factors, the Company expects repayment of contractual amounts due.
(2) | The Company rated two loans as Doubtful and evaluated for impairment as of June 30, 2019. The Company rated one loan as Doubtful and evaluated for impairment as of December 31, 2018. The allowance for loan losses was $9.2 million and $3.5 million as of June 30, 2019 and December 31, 2018, respectively.
(3) | Assets of a consolidated VIE.
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 to seven years. In connection with these senior secured loans the Company receives a security interest in certain assets of the borrower and such assets support repayment of such loans. Senior secured loans are generally exposed to less credit risk than more junior loans given their seniority to scheduled principal and interest and priority of security in the assets of the borrower. Interest income from coupon payments is accrued based upon the outstanding principal amounts of the debt and its contractual terms. Premiums and discounts are amortized or accreted into interest income using the effective interest method. The Company invests in corporate loans through its Annaly Middle Market Lending Group. The industry and rate attributes of the portfolio at June 30, 2019 and December 31, 2018 are as follows:
| Industry Dispersion
| June 30, 2019 |  | December 31, 2018
| Fixed Rate |  | Floating Rate |  | Total |  | Fixed Rate |  | Floating Rate |  | Total
| (dollars in thousands)
Aircraft and parts | $ | — |  |  | $ | 41,195 |  |  | $ | 41,195 |  |  | $ | — |  |  | $ | 41,342 |  |  | $ | 41,342 |
Arrangement of transportation of freight & cargo | — |  |  | — |  |  | — |  |  | — |  |  | 21,632 |  |  | 21,632 |
Coating, engraving and allied services | — |  |  | 51,625 |  |  | 51,625 |  |  | — |  |  | 57,223 |  |  | 57,223 |
Computer programming, data processing & other computer related services | — |  |  | 331,192 |  |  | 331,192 |  |  | — |  |  | 242,185 |  |  | 242,185 |
Drugs | — |  |  | 35,909 |  |  | 35,909 |  |  | — |  |  | 35,882 |  |  | 35,882 |
Electrical work | — |  |  | 42,026 |  |  | 42,026 |  |  | — |  |  | 41,760 |  |  | 41,760 |
Electronic components & accessories | — |  |  | 24,000 |  |  | 24,000 |  |  | — |  |  | 24,059 |  |  | 24,059 |
Engineering, architectural & surveying | — |  |  | 92,486 |  |  | 92,486 |  |  | — |  |  | 80,748 |  |  | 80,748 |
Grocery stores | — |  |  | 23,338 |  |  | 23,338 |  |  | — |  |  | 23,431 |  |  | 23,431 |
Insurance agents, brokers and services | — |  |  | 48,361 |  |  | 48,361 |  |  | — |  |  | 48,942 |  |  | 48,942 |
Mailing, reproduction, commercial art and photography, and stenographic | — |  |  | 14,779 |  |  | 14,779 |  |  | — |  |  | 14,843 |  |  | 14,843 |
Management and public relations services | — |  |  | 330,459 |  |  | 330,459 |  |  | — |  |  | 487,046 |  |  | 487,046 |
Medical and dental laboratories | — |  |  | 38,620 |  |  | 38,620 |  |  | — |  |  | 26,858 |  |  | 26,858 |
Metal cans & shipping containers | — |  |  | 118,368 |  |  | 118,368 |  |  | — |  |  | 118,248 |  |  | 118,248 |
Miscellaneous business services | — |  |  | 19,552 |  |  | 19,552 |  |  | — |  |  | 19,622 |  |  | 19,622 |
Miscellaneous equipment rental and leasing | — |  |  | 49,689 |  |  | 49,689 |  |  | — |  |  | 49,552 |  |  | 49,552 |
Miscellaneous health and allied services, not elsewhere classified | — |  |  | 75,910 |  |  | 75,910 |  |  | — |  |  | 56,003 |  |  | 56,003 |
Miscellaneous plastic products | — |  |  | 10,000 |  |  | 10,000 |  |  | — |  |  | 9,953 |  |  | 9,953 |
Motor vehicles and motor vehicle equipment | — |  |  | — |  |  | — |  |  | — |  |  | 16,563 |  |  | 16,563 |
Motor vehicles and motor vehicle parts and supplies | — |  |  | 28,996 |  |  | 28,996 |  |  | — |  |  | 29,046 |  |  | 29,046 |
Nonferrous foundries (castings) | — |  |  | 12,914 |  |  | 12,914 |  |  | — |  |  | 12,948 |  |  | 12,948 |
Offices and clinics of doctors of medicine | — |  |  | 102,719 |  |  | 102,719 |  |  | — |  |  | 97,877 |  |  | 97,877 |
Offices of clinics and other health practitioners | — |  |  | 20,992 |  |  | 20,992 |  |  | — |  |  | 21,100 |  |  | 21,100 |
Public warehousing and storage | — |  |  | 82,912 |  |  | 82,912 |  |  | — |  |  | 84,278 |  |  | 84,278 |
Research, development and testing services | — |  |  | 45,610 |  |  | 45,610 |  |  | — |  |  | 33,381 |  |  | 33,381 |
Schools and educational services, not elsewhere classified | — |  |  | 19,678 |  |  | 19,678 |  |  | — |  |  | 19,805 |  |  | 19,805 |
Services allied with the exchange of securities | — |  |  | — |  |  | — |  |  | — |  |  | 14,877 |  |  | 14,877 |
Surgical, medical, and dental instruments and supplies | — |  |  | 97,113 |  |  | 97,113 |  |  | — |  |  | 96,607 |  |  | 96,607 |
Telephone communications | — |  |  | 61,300 |  |  | 61,300 |  |  | — |  |  | 61,371 |  |  | 61,371 |
Total | $ | — |  |  | $ | 1,819,743 |  |  | $ | 1,819,743 |  |  | $ | — |  |  | $ | 1,887,182 |  |  | $ | 1,887,182 |
The table below reflects the Company’s aggregate positions by their respective place in the capital structure of the borrowers at June 30, 2019 and December 31, 2018.
| June 30, 2019 |  | December 31, 2018
| (dollars in thousands)
First lien loans | $ | 1,196,198 |  |  | $ | 1,346,356 |
Second lien loans | 623,545 |  |  | 540,826 |
Total | $ | 1,819,743 |  |  | $ | 1,887,182 |

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- Definition The entire disclosure for investment in mortgage loan on real estate by entity with substantial portion of business acquiring and holding investment real estate or interest in real estate. Includes, but is not limited to, information for each mortgage loan receivable equaling or exceeding three percent of carrying amount of mortgage. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 12 -Subsection 29 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 948 -SubTopic 310 -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-29) -URI http://asc.fasb.org/extlink&oid=6589523&loc=d3e617274-123014 + Details
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