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Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net

6 Months Ended

Jun. 30, 2020

Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net

Our loan portfolio was comprised of the following at June 30, 2020 and December 31, 2019 ($ in thousands):



Loan Type	June 30, 2020		December 31, 2019
Commercial mortgage loans, net ⁽¹⁾	$	5,343,437	$	5,326,967
Subordinate loans and other lending assets, net	1,044,400		1,048,126
Total	$	6,387,837	$	6,375,093

———————


(1)	Includes $125.7 million and $126.7 million in 2020 and 2019, respectively, of contiguous financing structured as subordinate loans.

Our loan portfolio consisted of 95% floating rate loans, based on amortized cost, as of June 30, 2020 and December 31, 2019, respectively.

Activity relating to our loan portfolio, for the six months ended June 30, 2020, was as follows ($ in thousands):



	Principal Balance			Deferred Fees/Other Items ⁽¹⁾			Specific Provision for Loan Loss			Carrying Value, Net
December 31, 2019	$	6,467,842		$	(35,768	)	$	(56,981	)	$	6,375,093
New loan fundings	447,440			—			—			447,440
Add-on loan fundings ⁽²⁾	223,027			—			—			223,027
Loan repayments and sales	(398,402		)	—			—			(398,402		)
Gain (loss) on foreign currency translation	(90,893		)	1,327			—			(89,566		)
Specific CECL Allowance	—			—			(140,500		)	(140,500		)
Realized loss on investment	(15,000		)	—			—			(15,000		)
Net loss on loan sales	(4,948		)	3,543			—			(1,405		)
Deferred fees	—			(5,718		)	—			(5,718		)
PIK interest and amortization of fees	24,656			12,756			—			37,412
June 30, 2020	$	6,653,722		$	(23,860	)	$	(197,481	)	$	6,432,381
General CECL Allowance ⁽³⁾										(44,544		)
Carrying value net, as of June 30, 2020										$	6,387,837

———————


(1)	Other items primarily consist of purchase discounts or premiums, gains and losses on loan sales, exit fees and deferred origination expenses.


(2)	Represents fundings for loans closed prior to 2020.


(3)	$4.1 million of the General CECL Allowance is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheet.

The following table details overall statistics for our loan portfolio at the dates indicated ($ in thousands):



	June 30, 2020			December 31, 2019
Number of loans	71			72
Principal balance	$	6,653,722		$	6,467,842
Carrying value, net	$	6,387,837		$	6,375,093
Unfunded loan commitments ⁽¹⁾	$	1,462,774		$	1,952,887
Weighted-average cash coupon ⁽²⁾	5.9		%	6.5		%
Weighted-average remaining fully-extended term ⁽³⁾	3.1 years			3.3 years
Weighted-average expected term ⁽⁴⁾	2.1 years			1.8 years

———————


(1)	Unfunded loan commitments are funded to finance construction costs, tenant improvements, leasing commissions, or carrying costs. These future commitments are funded over the term of each loan, subject in certain cases to an expiration date.


(2)	For floating rate loans, based on applicable benchmark rates as of the specified dates. For loans placed on non-accrual or cost recovery the interest rate used in calculating weighted-average cash coupon is 0%.


(3)	Assumes all extension options are exercised.


(4)	Expected term represents our estimated timing of repayments as of June 30, 2020 and December 31, 2019, respectively.

Property Type

The table below details the property type of the properties securing the loans in our portfolio at the dates indicated ($ in thousands):



	June 30, 2020					December 31, 2019
Property Type	Carrying Value			% of Portfolio⁽¹⁾		Carrying Value		% of Portfolio
Office	$	1,764,267		27.4	%	$	1,401,400	22.0	%
Hotel	1,551,144			24.1		1,660,162		26.0
Residential-for-sale: construction	783,359			12.2		692,816		10.9
Residential-for-sale: inventory	282,034			4.4		321,673		5.1
Urban Retail	622,894			9.7		643,706		10.1
Healthcare	355,121			5.5		371,423		5.8
Urban Predevelopment	294,401			4.6		409,864		6.4
Other	779,161			12.1		874,049		13.7
Total	$	6,432,381		100.0	%	$	6,375,093	100.0	%
General CECL Allowance	(44,544		)
Total carrying value, net	$	6,387,837

———————

(1) Percentage of portfolio calculations are made prior to consideration of General CECL Allowance.

Geography

The table below details the geographic distribution of the properties securing the loans in our portfolio at the dates indicated ($ in thousands):



	June 30, 2020				December 31, 2019
Geographic Location	Carrying Value		% of Portfolio⁽¹⁾		Carrying Value		% of Portfolio
New York City	$	2,359,066	36.7	%	$	2,167,487	34.0	%
Northeast	132,308		2.1		110,771		1.7
United Kingdom	1,236,696		19.2		1,274,390		20.0
West	725,507		11.3		728,182		11.4
Midwest	556,873		8.6		614,337		9.6
Southeast	521,586		8.1		564,166		8.9
Other	900,345		14.0		915,760		14.4



Total	$	6,432,381		100.0	%	$	6,375,093	100.0	%
General CECL Allowance	(44,544		)
Total carrying value, net	$	6,387,837

———————

(1) Percentage of portfolio calculations are made prior to consideration of the General CECL Allowance.

Risk Rating

We assess the risk factors of each loan and assign a risk rating based on a variety of factors, including, without limitation, loan-to-value ratio ("LTV"), debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. This review is performed quarterly. Based on a 5-point scale, our loans are rated "1" through "5," from less risk to greater risk, which ratings are defined as follows:

1. Very low risk

2. Low risk

3. Moderate/average risk

4. High risk/potential for loss: a loan that has a risk of realizing a principal loss

5. Impaired/loss likely: a loan that has a high risk of realizing principal loss, has incurred principal loss or an impairment has been recorded

The following tables allocate the carrying value of our loan portfolio based on our internal risk ratings and date of origination at the dates indicated ($ in thousands):



June 30, 2020
							Year Originated
Risk Rating	Number of Loans	Total			% of Portfolio		2020		2019		2018		2017		2016		Prior
1	—	—			—	%	$	—	$	—	$	—	$	—	$	—	$	—
2	1	32,000			0.5	%	—		—		—		—		—		32,000
3	63	6,002,285			93.3	%	431,012		2,616,479		1,438,946		782,956		88,861		644,031
4	1	8,000			0.1	%	—		—		—		8,000		—		—
5	6	390,096			6.1	%	—		—		28,872		126,871		114,910		119,443
Total	71	$	6,432,381		100.0	%	$	431,012	$	2,616,479	$1,467,818		$	917,827	$203,771		$	795,474
General CECL Allowance		(44,544		)
Total carrying value, net		$	6,387,837

W.A. Risk Rating		3.1



December 31, 2019
						Year Originated
Risk Rating	Number of Loans	Total		% of Portfolio		2019		2018		2017		2016		2015		Prior
1	—	$	—	—	%	$	—	$	—	$	—	$	—	$	—	$	—
2	8	348,324		5.5	%	—		241,676		—		36,250		24,546		45,852
3	61	5,707,555		89.5	%	2,736,825		1,355,014		912,636		72,540		499,700		130,840
4	1	182,910		2.9	%	—		—		—		182,910		—		—
5	2	136,304		2.1	%	—		—		—		—		—		136,304
Total	72	$	6,375,093	100.0	%	$	2,736,825	$	1,596,690	$	912,636	$	291,700	$	524,246	$	312,996

W.A. Risk Rating		3.0

Current Expected Credit Losses

Refer to the following schedule of the General CECL Allowance as of June 30, 2020, and as of the date of adoption, January 1, 2020 ($ in thousands):



	June 30, 2020		January 1, 2020⁽¹⁾
Commercial mortgage loans, net	$	22,775	$	12,149
Subordinate loans and other lending assets, net	21,769		15,630
Unfunded commitments⁽²⁾	4,119		3,088
Total General CECL Allowance	$	48,663	$	30,867

———————

(1) As of January 1, 2020, we adopted the CECL Standard through a cumulative-effect adjustment to retained earnings

(2) The General CECL Allowance on Unfunded commitments is recorded as a liability on the condensed consolidated balance sheet within accounts payable, accrued expenses and other liabilities

In assessing the General CECL Allowance, we consider macroeconomic factors, including unemployment rate, commercial real estate prices, and market liquidity. We compared the historical data for each metric to historical commercial real estate losses in order to determine the correlation of the data. We used projections, obtained from third-party service providers, of each factor to approximate the impact the macroeconomic outlook may have on our loss rate.

The General CECL Allowance increased by $17.8 million from initial adoption on January 1, 2020, to June 30, 2020. The increase is predominantly related to a change in our view of estimated macroeconomic conditions in the backdrop of the global pandemic. Other factors that contributed to the increase include an increase in our view of remaining expected term of our loan portfolio and growth in the portfolio from new investments during the quarter.

The General CECL Allowance decreased by $15.7 million in the quarter ended June 30, 2020. The decrease is primarily related to an improved view of estimated macroeconomic conditions since prior quarter end. Other factors that contributed to the decrease were seasoning of the portfolio and loan sales that occurred during the quarter.

Although our secured debt obligations and senior secured term loan financing have a minimum tangible net worth maintenance covenant, the General CECL Allowance has no impact on these covenants as we are permitted to add back the General CECL Allowance for the computation of tangible net worth as defined in the respective agreements.

We have made an accounting policy election to exclude $44.0 million accrued interest receivable, included in Other Assets on the condensed consolidated balance sheet, from the amortized cost basis of the related commercial mortgage loans and subordinate loans and other lending assets in determining the General CECL Allowance as any uncollected accrued interest receivable is written off in a timely manner. We discontinue accruing interest on loans if we deem the interest to be uncollectible with any previously accrued uncollected interest on the loan charged to interest income in the same period. Under certain circumstances, we may apply the cost recovery method under which interest collected on a loan is a reduction to its amortized cost. The amortized cost basis for loans on cost recovery was $390.1 million and $136.3 million as of June 30, 2020 and December 31, 2019, respectively. For the three and six months ended June 30, 2020, we received $0.6 million and $1.2 million, respectively, in interest that reduced amortized cost under the cost recovery method. Accrued interest is past due for 90 or more days for loans with an amortized cost basis of $390.1 million and $136.3 million as of June 30, 2020 and December 31, 2019, respectively.

The following schedule illustrates the quarterly changes in the CECL Allowance since we adopted the CECL Standard on January 1, 2020 ($ in thousands):



		Specific CECL Allowance⁽¹⁾		General CECL Allowance						Total CECL Allowance		CECL Allowance as % of Amortized Cost
		Specific CECL Allowance⁽¹⁾		Funded		Unfunded		Total		Total CECL Allowance		General		Total
December 31, 2019		$	56,981	$	—	$	—	$	—	$	56,981	—	%	—	%
Changes:
	January 1, 2020 - Adoption of CECL Standard	—		27,779		3,088		30,867		30,867
	Q1 Allowances	150,000		30,494		2,971		33,465		183,465



March 31, 2020		$	206,981		$	58,273		$	6,059		$	64,332		$	271,313		1.08	%	4.05	%
Changes:
	Q2 Allowances (Reversals)	5,500			(13,729		)	(1,940		)	(15,669		)	(10,169		)
	Realized Loss	(15,000		)	—			—			—			(15,000		)
June 30, 2020		$	197,481		$	44,544		$	4,119		$	48,663		$	246,144		0.81	%	3.71	%

———————

(1) As of December 31, 2019, amount represents specific loan loss provisions recorded on assets before the adoption of the CECL Standard. After the adoption of the CECL Standard on January 1, 2020, amounts represent Specific CECL Allowances.

Specific CECL Allowance

We regularly evaluate the extent and impact of any credit migration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan by loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and/or (iii) the liquidation value of the underlying collateral. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, we consider the overall economic environment, real estate sector and geographic sub-market in which the borrower operates. Such impairment analysis is completed and reviewed by asset management and finance personnel who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections and (iii) current credit spreads and discussions with market participants.

We evaluate our loans on a quarterly basis. For loans where we have deemed the borrower/sponsor to be experiencing financial difficulty, we have elected to apply a practical expedient in accordance with the CECL Standard. In accordance with the practical expedient approach, we determine the loan loss provision to be the difference between the fair value of the underlying collateral and the carrying value of the loan (prior to the loan loss provision). The fair value of the underlying collateral is determined by using method(s) including a discounted cash flow ("DCF") or direct capitalization approach. The key unobservable inputs used to determine the fair value of the underlying collateral may vary depending on the information available to us and market conditions as of the valuation date.

We evaluate modifications to our loan portfolio to determine if the modifications constitute a troubled debt restructuring ("TDR") and/or substantial modification, under ASC Topic 310 "Receivables". During the second quarter of 2020, one commercial mortgage loan, secured by a hotel in New York City, was restructured and was deemed to be a TDR. In connection with this restructuring, the borrower contributed additional equity of $15.0 million and concurrently we wrote down our principal on this loan by $15.0 million, which had been previously recorded as a Specific CECL Allowance. As of June 30, 2020, the loan had a principal balance and amortized cost of $142.8 million and $144.3 million, respectively, has a risk rating of 3, and is on accrual status. During the three months ended June 30, 2020, the CECL Allowance of $15.0 million was reversed through reversal of loan losses, while the write-down was recorded in realized loss on investments in the condensed consolidated statement of operations.

The following table summarizes the specific provision for loan losses that has been recorded on our portfolio as of June 30, 2020 ($ in thousands):



Type	Property type	Location	Amortized cost⁽¹⁾		Interest recognition status/ as of date
Mortgage
	Urban Predevelopment⁽³⁾	Brooklyn, NY	126,871		Cost Recovery/ 3/1/2020
	Urban Predevelopment⁽³⁾	Miami, FL	114,910		Cost Recovery/ 3/1/2020
	Retail Center⁽⁴⁾⁽⁵⁾	Cincinnati, OH	103,424		Cost Recovery/ 10/1/2019
	Hotel⁽²⁾	Pittsburgh, PA	28,872		Cost Recovery/ 3/31/2020
	Residential-for-sale: inventory⁽⁶⁾⁽⁷⁾	Bethesda, MD	2,695		Cost Recovery/ 1/1/2018
Mortgage total:			$	376,772
Mezzanine
	Hotel⁽²⁾	Washington, DC	$	13,324	Cost Recovery/ 3/31/2020
Mezzanine total:			$	13,324
Grand total:			$	390,096

———————


(1)	Amortized cost is shown net of $197.5 million of provisions, $5.5 million and $140.5 million of which were taken during the three and six months ended June 30, 2020 due to factors including COVID-19. See Note 2 for additional information regarding COVID-19.


(2)	The fair value of hotel collateral was determined by applying a discount rate ranging from 8.5% to 11.0% and a capitalization rate ranging from 7.0% to 9.0%. For the hotel located in Washington, DC, during the three and six months ended June 30, 2020, $0.2 million of interest paid was applied towards reducing the carrying value of the loan.


(3)	The fair value of urban predevelopment collateral was determined by assuming rent per square foot ranging from $48 to $225 and a capitalization rate ranging from 5.0% to 5.5%.


(4)	The fair value of retail collateral was determined by applying a capitalization rate of 8.3%.


(5)	The entity in which we own an interest and which owns the underlying property was deemed to be a VIE and we determined that we are not the primary beneficiary of that VIE. During the three and six months ended June 30, 2020, $0.4 million and $1.1 million, respectively, of interest paid was applied towards reducing the carrying value of the loan.


(6)	The fair value of residential-for-sale: inventory was determined by assuming a sales price per square foot of $371.


(7)	A $3.0 million portion of this provision was recorded on an investment previously recorded under other assets on our condensed consolidated balance sheet.

Other Loan and Lending Assets Activity

We recognized payment-in-kind ("PIK") interest of $12.4 million and $24.8 million for the three and six months ended June 30, 2020, respectively, and $14.6 million and $29.1 million for the three and six months ended June 30, 2019, respectively.

We recognized $0 and $0.2 million in pre-payment penalties and accelerated fees for the three and six months ended June 30, 2020, respectively, and $0 and $3.7 million for the three and six months ended June 30, 2019, respectively.

Our portfolio includes two other lending assets, which are subordinate risk retention interests in securitization vehicles. The underlying mortgages related to our subordinate risk retention interests are secured by a portfolio of properties located throughout the United States. Our maximum exposure to loss from the subordinate risk retention interests is limited to the book value of such interests of $68.1 million as of June 30, 2020. These interests have a weighted average maturity of 6.30 years. We are not obligated to provide, and do not intend to provide financial support to these subordinate risk retention interests. Both interests are accounted for as held-to-maturity and recorded at amortized cost on the condensed consolidated balance sheet.

In January 2020, we sold £62.2 million ($81.3 million assuming conversion into U.S. dollars) in a mezzanine loan and £50.0 million ($65.3 million assuming conversion into U.S. dollars) unfunded commitment of a senior mortgage secured by a mixed-use property in London, UK to a fund managed by an affiliate of the Manager, that was originated by us in December 2019. This transaction was evaluated under ASC 860 - Transfers and Servicing, and we determined that it qualifies as a sale and accounted for as such. We recorded no gain or loss related to this sale.

In May 2020, we sold interests in three construction loans, with aggregate commitments of $262 million (of which approximately $90 million was funded at the time of sale). The sales were comprised of 100% of our interests in two loans and 40% of our interest in one loan. The sales were to entities managed by affiliates of the Manager. In connection with these sales, we agreed to indemnify each buyer on a limited basis for realized losses of up to 10% of the committed amount on each of the loans provided that; (i) the loan is in default on or prior to December 15, 2020 and (ii) the buyer realized a loss from an enforcement action pursuant to the underlying loan agreement on or prior to June 15, 2021. The limited indemnity does not cover a loss on sale of the loan or an unrealized mark-to-market loss. We recorded a loss of approximately $0.7 million in connection with these sales. These transactions were evaluated under ASC 860 - Transfers and Servicing, and we determined that they qualify as sales and accounted for them as such.

In June 2020, we sold the remaining 60% of our interest in the above-mentioned construction loan, with a commitment of $114.9 million (of which approximately $37 million was funded at the time of sale). The sales were to entities managed by an affiliate of the Manager. We recorded a loss of approximately $0.7 million in connection with these sales. These transactions

were evaluated under ASC 860 - Transfers and Servicing, and we determined that they qualify as sales and accounted for them as such.Loan Proceeds Held by Servicer Loan proceeds held by servicer represents principal payments held by our third-party loan servicer as of the balance sheet date which were remitted to us subsequent to the balance sheet date. There were no loan proceeds held by servicer as of June 30, 2020. Loan proceeds held by servicer were $8.3 million as of December 31, 2019.