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Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net

3 Months Ended

Mar. 31, 2021

Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net

Our loan portfolio was comprised of the following at March 31, 2021 and December 31, 2020 ($ in thousands):


Loan Type	March 31, 2021		December 31, 2020
Commercial mortgage loans, net (1)	$	5,754,258	$	5,451,084
Subordinate loans and other lending assets, net	1,065,816		1,045,893
Carrying value, net	$	6,820,074	$	6,496,977

———————

(1)Includes $140.8 million and $136.1 million in 2021 and 2020, respectively, of contiguous financing structured as subordinate loans.

Our loan portfolio consisted of 95% floating rate loans, based on amortized cost, as of March 31, 2021 and December 31, 2020.

Activity relating to our loan portfolio, for the three months ended March 31, 2021, was as follows ($ in thousands):


	Principal Balance		Deferred Fees/Other Items (1)		Specific CECL Allowance		Carrying Value, Net(2)
December 31, 2020	$	6,728,424	$	(18,345)	$	(175,000)	$	6,535,079
New loan fundings	417,161		—		—		417,161
Add-on loan fundings (3)	133,437		—		—		133,437
Loan repayments and sales	(232,038)		—		—		(232,038)
Gain (loss) on foreign currency translation	(17,175)		125		—		(17,050)



Deferred fees	—		(6,564)		—		(6,564)
PIK interest and amortization of fees	21,339		5,145		—		26,484
March 31, 2021	$	7,051,148	$	(19,639)	$	(175,000)	$	6,856,509
General CECL Allowance (4)							(36,435)
Carrying value, net							$	6,820,074

———————

(1)Other items primarily consist of purchase discounts or premiums, cost recovery interest, exit fees and deferred origination expenses.

(2)December 31, 2020 carrying value excludes General CECL Allowance

(3)Represents fundings for loans closed prior to 2021.

(4)$3.8 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 our condensed consolidated balance sheet.

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


	March 31, 2021			December 31, 2020
Number of loans	67			67
Principal balance	$	7,051,148		$	6,728,424
Carrying value, net	$	6,820,074		$	6,496,977
Unfunded loan commitments (1)	$	1,402,474		$	1,399,989
Weighted-average cash coupon (2)	5.6		%	5.7		%
Weighted-average remaining fully-extended term (3)	2.8 years			2.8 years
Weighted-average expected term (4)	2.1 years			2.1 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 March 31, 2021 and December 31, 2020, 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):


	March 31, 2021				December 31, 2020
Property Type	Carrying Value		% of Portfolio(1)		Carrying Value		% of Portfolio(1)
Office	$	1,803,214	26.3	%	$	1,911,145	29.2	%
Hotel	1,544,248		22.5		1,576,369		24.1
Residential-for-sale: construction	674,416		9.8		738,035		11.3
Residential-for-sale: inventory	312,063		4.6		244,803		3.7
Urban Retail	787,311		11.5		655,456		10.0
Industrial	414,480		6.0		228,918		3.5
Healthcare	370,717		5.4		369,676		5.7
Urban Predevelopment	52,480		0.8		298,909		4.6
Other	897,580		13.1		511,768		7.9
Total	$	6,856,509	100.0	%	$	6,535,079	100.0	%
General CECL Allowance (2)	(36,435)				(38,102)
Carrying value, net	$	6,820,074			$	6,496,977

———————

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

(2)$3.8 million and $3.4 million of the General CECL Allowance for 2021 and 2020, respectively, 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 our condensed consolidated balance sheet.

Geography

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


	March 31, 2021				December 31, 2020
Geographic Location	Carrying Value		% of Portfolio(1)		Carrying Value		% of Portfolio(1)
New York City	$	2,398,903	35.0	%	$	2,370,337	36.3	%
United Kingdom	1,531,675		22.3		1,263,264		19.3
West	624,435		9.1		749,985		11.5
Southeast	569,104		8.3		581,301		8.9


Midwest	549,469		8.0		552,537		8.5
Northeast	100,813		1.5		103,567		1.6
Other	1,082,110		15.8		914,088		13.9
Total	$	6,856,509	100.0	%	$	6,535,079	100.0	%
General CECL Allowance (2)	(36,435)				(38,102)
Carrying value, net	$	6,820,074			$	6,496,977

———————

(1)Percentage of portfolio calculations are made prior to consideration of 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 ("LTV") ratio, 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):


March 31, 2021
						Year Originated
Risk Rating	Number of Loans	Total		% of Portfolio		2021		2020		2019		2018		2017		Prior
1	—	$	—	—	%	$	—	$	—	$	—	$	—	$	—	$	—
2	1	32,000		0.5	%	—		—		—		—		—		32,000
3	62	6,420,436		93.6	%	410,664		479,012		2,661,177		1,258,870		917,193		693,520
4	—	—		—	%	—		—		—		—		—		—
5	4	404,073		5.9	%	—		—		—		—		151,796		252,277
Total	67	$	6,856,509	100.0	%	$	410,664	$	479,012	$	2,661,177	$	1,258,870	$	1,068,989	$	977,797
General CECL Allowance		(36,435)
Total carrying value, net		$	6,820,074

Weighted Average Risk Rating				3.1


March 31, 2020
						Year Originated
Risk Rating	Number of Loans	Total		% of Portfolio		2020		2019		2018		2017		2016		Prior
1	—	$	—	—	%	$	—	$	—	$	—	$	—	$	—	$	—
2	5	130,609		2.0	%	—		—		23,990		—		36,287		70,332
3	63	5,822,078		89.7	%	423,419		2,609,209		1,490,045		779,882		62,580		456,943


4	—	—		—	%	—		—		—		—		—		—
5	7	536,204		8.3	%	—		—		31,372		126,013		117,910		260,909
Total	75	$	6,488,891	100.0	%	$	423,419	$	2,609,209	$	1,545,407	$	905,895	$	216,777	$	788,184
General CECL Allowance		(58,273)
Total carrying value, net		$	6,430,618

Weighted Average Risk Rating				3.1

Current Expected Credit Losses ("CECL")

In accordance with ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"), which we refer to as the "CECL Standard," we record allowances for held-to-maturity debt securities that are deducted from the carrying amount of the assets to preset the net carrying value of the amounts expected to be collected on the assets. We record loan specific allowances as a practical expedient under the CECL Standard ("Specific CECL Allowance"), which we apply to assets that are collateral dependent and where the borrower or sponsor is experiencing financial difficulty. For the remainder of the portfolio, we record a general allowance ("General CECL Allowance", and together with the Specific CECL Allowance, "CECL Allowances") in accordance with the CECL Standard on a collective basis by assets with similar risk characteristics. We have elected to use the weighted average remaining maturity ("WARM") method in determining a General CECL Allowance for a majority of our portfolio. In the future, we may use other acceptable methods, such as a probability-of-default/loss-given-default method.

Specific CECL Allowance

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 which the fair value of the underlying collateral is compared to the amortized cost of the loan in determining a Specific CECL Allowance. The Specific CECL Allowance is determined as the difference between the fair value of the underlying collateral and the carrying value of the loan (prior to the Specific CECL Allowance). When the repayment or satisfaction of a loan is dependent on a sale, rather than operations, of the collateral, the fair value is adjusted for the estimated cost to sell the collateral. The fair value of the underlying collateral is determined by using method(s) such as discounted cash flow, the market approach, 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 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.

The following table summarizes the loans with Specific CECL Allowances that have been recorded on our portfolio as of March 31, 2021 ($ in thousands):

Type

Property type

Location

Amortized cost(1)

Interest recognition status/ as of date

Mortgage

Urban Predevelopment(2)

Brooklyn, NY

151,796

Cost Recovery/ 3/1/2020

Urban Predevelopment(2)(3)

Miami, FL

118,136

Cost Recovery/ 3/1/2020

Retail Center(4)(5)

Cincinnati, OH

105,881

Cost Recovery/ 10/1/2019

Mortgage total:

375,813

Mezzanine

Hotel(6)

Washington, DC

28,261

Cost Recovery/ 3/31/2020

Mezzanine total:

28,261

Grand total:

404,074

———————

(1)Amortized cost is shown net of $175.0 million of Specific CECL Allowance, of which $125.0 million was recorded during the three months ending March 31, 2020. Additionally during the three months ended March 31, 2020 there was $25.0 million of Specific CECL Allowances taken, all of which were subsequently realized during 2020 due to either payoff or restructuring on the provisioned loans. There was no Specific CECL Allowance recorded during the three months ending March 31, 2021.

(2)The fair value of urban predevelopment collateral was determined by assuming rent per square foot ranging from $45 to $215 and a capitalization rate ranging from 5.0% to 5.5%.

(3)In October 2020, we entered into a joint venture which owns the underlying properties that secure our $180.5 million first mortgage loan. The entity in which we own an interest, and which owns the underlying properties was deemed to be a VIE and we determined that we are not the primary beneficiary of that VIE. The related profit and loss from the joint venture was immaterial for the three months ended March 31, 2021.

(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. As of March 31, 2020 we had recorded $67.0 million of Specific CECL Allowance. During the three months ended March 31, 2021 and 2020, $0.3 million and $0.6 million, respectively, of interest paid was applied towards reducing the carrying value of the loan.

(6)The fair value of hotel collateral was determined by applying a discount rate of 8.5% and a capitalization rate of 7.0%. During the three months ended March 31, 2021 and 2020, there was no interest applied towards reducing the carrying value of the loan.

General CECL Allowance

In determining the General CECL Allowance using the WARM method, an annual historical loss rate, adjusted for macroeconomic estimates, is applied to the amortized cost of an asset, or pool of assets, over each subsequent period for the assets' remaining expected life. We considered various factors including (i) historical loss experience in the commercial real estate lending market, (ii) timing of expected repayments and satisfactions, (iii) expected future funding, (iv) capital subordinate to us when we are the senior lender, (v) capital senior to us when we are the subordinate lender, and (vi) our current and future view of the macroeconomic environment for a reasonable and supportable forecast period. The CECL Standard requires the use of significant judgment to arrive at an estimated credit loss. There is significant uncertainty related to future macroeconomic conditions as the result of COVID-19.

We derived an annual historical loss rate based on a commercial mortgage backed securities ("CMBS") database with historical losses from 1998 through the first quarter of 2021 provided by a third party, Trepp LLC. We applied various filters to arrive at a CMBS dataset most analogous to our current portfolio from which to determine an appropriate historical loss rate. The annual historical loss rate was further adjusted to reflect our expectations of the macroeconomic environment for a reasonable and supportable forecast period which we have determined to be one year. In assessing the macroeconomic environment, 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 on subordinate loans is calculated by incorporating both the loan balance of the position(s) of the structurally senior third-party lender(s) and the balance of our subordinate loan(s). The subordinate loans, by virtue of being the first loss position, are required to absorb losses prior to the senior position(s) being impacted, resulting in a higher percentage allowance attributable to the subordinate loan. The General CECL Allowance on unfunded loan commitments is time-weighted based on our expected commitment to fund such obligations. The General CECL Allowance on unfunded commitments is recorded as a liability on our condensed consolidated balance sheet within accounts payable, accrued expenses and other liabilities.

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.

The following schedule sets out our General CECL Allowance as of March 31, 2021 and December 31, 2020 ($ in thousands):


	March 31, 2021		December 31, 2020
Commercial mortgage loans, net	$	18,210	$	17,012
Subordinate loans and other lending assets, net	18,225		21,090
Unfunded commitments(1)	3,794		3,365
Total General CECL Allowance	$	40,229	$	41,467

———————

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

We have made an accounting policy election to exclude $37.6 million accrued interest receivable, included in Other Assets on our 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 uncollectible 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 reduces the loan's amortized cost. The amortized cost basis for loans on cost recovery was $404.1 million and $373.5 million as of March 31, 2021 and December 31, 2020, respectively. For the three months ended March 31, 2021 and 2020, we received $0.3 million and $1.8 million, respectively, in interest that reduced amortized cost under the cost recovery method.

In November 2020, the borrower under a £309.2 million commercial mortgage loan ($422.7 million assuming conversion into U.S. Dollars ("USD")), of which we own £247.5 million ($338.4 million assuming conversion into USD), secured by an urban retail property located in London, United Kingdom, entered into administration triggering an event of default. In accordance with the loan agreement, we are entitled to collect default interest in addition to the contractual interest we had been earning. We evaluated the loan for collectability and determined that, as of March 31, 2021, no Specific CECL Allowance was warranted and have continued to accrue all interest owed to us, including default interest. As of March 31, 2021, the loan had an amortized cost basis of £255.2 million ($351.7 million assuming conversion into USD).

Accrued interest is past due 90 or more days for loans with an amortized cost basis of $774.8 million as of March 31, 2021. As of December 31, 2020, the amortized cost basis for loans with interest between 30 and 59 days past due was $19.0 million and the amortized cost basis for loans with 90 or more days past due was $711.9 million.

The following schedule illustrates the quarterly changes in CECL Allowances for the three months ended March 31, 2021 and 2020, respectively ($ in thousands):


		Specific CECL Allowance		General CECL Allowance						Total CECL Allowance		CECL Allowance as % of Amortized Cost
				Funded		Unfunded		Total				General		Total















December 31, 2020		$	175,000	$	38,102	$	3,365	$	41,467	$	216,467	0.67	%	3.23	%
Changes:
	Q1 Allowance (Reversals)	—		(1,667)		429		(1,238)		(1,238)
March 31, 2021		$	175,000	$	36,435	$	3,794	$	40,229	$	215,229	0.62	%	3.06	%


		Specific CECL Allowance(1)		General CECL Allowance						Total CECL Allowance		CECL Allowance as % of Amortized Cost
				Funded		Unfunded		Total				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	%

———————

(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.

The General CECL Allowance decreased by $1.2 million during the three months ended March 31, 2021. The decrease is primarily related to the seasoning of our loan portfolio and acceleration of expected repayments, which were partially offset by General CECL Allowances associated with new loan originations.

Other Loan and Lending Assets Activity

We recognized payment-in-kind ("PIK") interest of $16.8 million and $12.4 million for the three months ended March 31, 2021 and 2020, respectively.

We did not recognize pre-payment penalties and accelerated fees for the three months ended March 31, 2021. We recognized $0.2 million in pre-payment penalties and accelerated fees for the three months ended March 31, 2020.

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 March 31, 2021. These interests have a weighted average maturity of 5.6 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 carrying value on our condensed consolidated balance sheet.

Loan Sales

In the first quarter of 2020, we sold £62.2 million ($81.3 million assuming conversion into USD) in a mezzanine loan and £50.0 million ($65.3 million assuming conversion into USD) unfunded commitment of a senior mortgage secured by a mixed-use property in London, United Kingdom 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 qualified as a sale and accounted for it as such. We recorded no gain or loss related to this sale.