Loans Receivable and Other Lending Investments, net

The following is a summary of the Company's loans receivable and other lending investments by class ($ in thousands):



	As of
Type of Investment	September 30, 2013			December 31, 2012
Senior mortgages	$	1,127,987		$	1,751,256
Subordinate mortgages	60,579			152,737
Corporate/Partnership loans	427,276			450,491
Total gross carrying value of loans	$	1,615,842		$	2,354,484
Reserves for loan losses	(380,007		)	(524,499		)
Total loans receivable, net	$	1,235,835		$	1,829,985
Other lending investments—securities	126,917			—
Total loans receivable and other lending investments, net(1)	$	1,362,752		$	1,829,985

Explanatory Note:

_______________________________________________________________________________


(1)	The Company's recorded investment in loans as of September 30, 2013 and December 31, 2012 includes accrued interest of $6.4 million and $9.8 million, respectively, which are included in "Accrued interest and operating lease income receivable, net" in the Company's Consolidated Balance Sheets.

During the nine months ended September 30, 2013, the Company originated and funded $170.8 million of loans and other lending investments and received principal repayments of $536.2 million. During the same period, the Company sold loans with a total carrying value of $95.1 million, which resulted in net realized losses of $0.6 million. Gains and losses on sales of loans are reported in "Other income" on the Company's Consolidated Statements of Operations.

Reserve for loan losses—Changes in the Company's reserve for loan losses were as follows ($ in thousands):



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2013			2012			2013			2012
Reserve for loan losses at beginning of period	$	479,826		$	563,786		$	524,499		$	646,624
Provision for (recovery of) loan losses(1)	(9,834		)	16,834			5,392			60,865
Charge-offs	(89,985		)	(37,122		)	(149,884		)	(163,991		)
Reserve for loan losses at end of period	$	380,007		$	543,498		$	380,007		$	543,498

Explanatory Note:

_______________________________________________________________________________


(1)	For the three and nine months ended September 30, 2013, the provision for loan losses includes recoveries of previously recorded loan loss reserves of $44.1 million and $55.1 million, respectively.

The Company's recorded investment in loans (comprised of a loan's carrying value plus accrued interest) and the associated reserve for loan losses were as follows ($ in thousands):



	Individually Evaluated for Impairment(1)			Collectively Evaluated for Impairment(2)			Loans Acquired with Deteriorated Credit Quality(3)			Total
As of September 30, 2013
Loans	$	770,338		$	841,887		$	10,030		$	1,622,255
Less: Reserve for loan losses	(352,207		)	(27,800		)	—			(380,007		)
Total	$	418,131		$	814,087		$	10,030		$	1,242,248
As of December 31, 2012
Loans	$	1,095,957		$	1,210,077		$	58,281		$	2,364,315
Less: Reserve for loan losses	(472,058		)	(33,100		)	(19,341		)	(524,499		)
Total	$	623,899		$	1,176,977		$	38,940		$	1,839,816

Explanatory Notes:

_______________________________________________________________________________

(1)

The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs aggregating to a net premium of $0.1 million and a net discount of $4.0 million as of September 30, 2013 and December 31, 2012, respectively. The Company's loans individually evaluated for impairment primarily represent loans on non-accrual status and therefore, the unamortized amounts associated with these loans are not currently being amortized into income.


(2)	The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs aggregating to a net discount of $4.6 million and $3.8 million as of September 30, 2013 and December 31, 2012, respectively.


(3)	The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs aggregating to a net premium of $0.4 million and $0.1 million as of September 30, 2013 and December 31, 2012, respectively. These loans had cumulative principal balances of $10.4 million and $58.8 million, as of September 30, 2013 and December 31, 2012, respectively.

Credit characteristics—As part of the Company's process for monitoring the credit quality of its loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans. Risk ratings are based on judgments which are inherently uncertain and there can be no assurance that actual performance will not be different than current expectation.

The Company's recorded investment in performing loans, presented by class and by credit quality, as indicated by risk rating, was as follows ($ in thousands):



	As of
	September 30, 2013			December 31, 2012
	Performing Loans		Weighted Average Risk Ratings	Performing Loans		Weighted Average Risk Ratings
Senior mortgages	$	612,563	2.66	$	840,593	2.75
Subordinate mortgages	61,256		3.09	99,698		2.27
Corporate/Partnership loans	382,201		3.97	444,772		3.69
Total	$	1,056,020	3.16	$	1,385,063	3.01

As of September 30, 2013, the Company's recorded investment in loans, aged by payment status and presented by class, were as follows ($ in thousands):



	Current		Less Than and Equal to 90 Days		Greater Than 90 Days		Total Past Due		Total
Senior mortgages	$	646,783	$	—	$	484,083	$	484,083	$	1,130,866
Subordinate mortgages	61,256		—		—		—		61,256
Corporate/Partnership loans	420,034		—		10,099		10,099		430,133
Total	$	1,128,073	$	—	$	494,182	$	494,182	$	1,622,255

Impaired loans—The Company's recorded investment in impaired loans, presented by class, were as follows ($ in thousands)(1):



	As of September 30, 2013							As of December 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance			Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Senior mortgages	$	12,833	$	12,812	$	—		$	108,077	$	107,850	$	—
Corporate/Partnership loans	10,099		10,160		—			10,110		10,160		—
Subtotal	$	22,932	$	22,972	$	—		$	118,187	$	118,010	$	—
With an allowance recorded:
Senior mortgages	$	645,162	$	640,996	$	(305,314	)	$	918,975	$	918,496	$	(442,760	)
Subordinate mortgages	—		—		—			53,979		53,679		(39,579		)
Corporate/Partnership loans	102,244		102,268		(46,893		)	63,096		63,246		(9,060		)
Subtotal	$	747,406	$	743,264	$	(352,207	)	$	1,036,050	$	1,035,421	$	(491,399	)
Total:
Senior mortgages	$	657,995	$	653,808	$	(305,314	)	$	1,027,052	$	1,026,346	$	(442,760	)
Subordinate mortgages	—		—		—			53,979		53,679		(39,579		)
Corporate/Partnership loans	112,343		112,428		(46,893		)	73,206		73,406		(9,060		)
Total	$	770,338	$	766,236	$	(352,207	)	$	1,154,237	$	1,153,431	$	(491,399	)

Explanatory Note:

_______________________________________________________________________________

(1)

All of the Company's non-accrual loans are considered impaired and included in the table above. In addition, as of September 30, 2013 and December 31, 2012, certain loans modified through troubled debt restructurings with a recorded investment of $204.1 million and $175.0 million, respectively, are also included as impaired loans in accordance with GAAP although they are performing and on accrual status.

The Company's average recorded investment in impaired loans and interest income recognized, presented by class, were as follows ($ in thousands):



	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2013				2012				2013				2012
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Senior mortgages	$	13,622	$	166	$	138,391	$	457	$	38,508	$	9,223	$	175,596	$	2,663
Corporate/Partnership loans	10,044		349		10,110		—		10,077		789		10,110		—
Subtotal	$	23,666	$	515	$	148,501	$	457	$	48,585	$	10,012	$	185,706	$	2,663
With an allowance recorded:
Senior mortgages	$	749,367	$	444	$	1,053,534	$	774	$	830,225	$	1,399	$	1,100,313	$	3,208
Subordinate mortgages	27,068		—		53,185		—		40,478		—		51,765		—
Corporate/Partnership loans	82,290		83		61,112		75		72,308		240		62,036		231
Subtotal	$	858,725	$	527	$	1,167,831	$	849	$	943,011	$	1,639	$	1,214,114	$	3,439
Total:
Senior mortgages	$	762,989	$	610	$	1,191,925	$	1,231	$	868,733	$	10,622	$	1,275,909	$	5,871
Subordinate mortgages	27,068		—		53,185		—		40,478		—		51,765		—
Corporate/Partnership loans	92,334		432		71,222		75		82,385		1,029		72,146		231
Total	$	882,391	$	1,042	$	1,316,332	$	1,306	$	991,596	$	11,651	$	1,399,820	$	6,102

During the nine months ended September 30, 2013, the Company recorded interest income of $8.0 million related to the resolution of a certain non-performing loan. Interest income was not previously recorded while the loan was on non-accrual status.

Troubled debt restructurings—During the three and nine months ended September 30, 2013 and 2012, the Company modified loans that were determined to be troubled debt restructurings. The recorded investment in these loans was impacted by the modifications as follows, presented by class ($ in thousands):



	For the Three Months Ended September 30,
	2013					2012
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Senior mortgages	2	$	9,020	$	9,020	2	$	54,192	$	54,192



	For the Nine Months Ended September 30,
	2013					2012
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Senior mortgages	5	$	153,452	$	145,778	7	$	318,227	$	272,753

During the three months ended September 30, 2013, the Company restructured one performing loan with a recorded investment of $1.4 million to grant a maturity extension of one year. The Company also extended a payoff option on a loan with a recorded investment of $7.6 million that was classified as non-performing.

During the nine months ended September 30, 2013, the Company restructured five loans that were considered troubled debt restructurings. In addition to the loans modified during the current quarter that are described above, the Company restructured one non-performing loan with a recorded investment of $72.7 million. The Company received a $13.3 million paydown and accepted a discounted payoff option, with final payment expected to be made in January 2014 and the loan was reclassified from non-performing to performing status as the Company believes the borrower can perform under the modified terms of the agreement. The Company restructured one performing loan with a recorded investment of $3.2 million to grant a maturity extension of one year. The Company also extended a payoff option on a loan with a recorded investment of $68.6 million that was classified as non-performing.

During the three months ended September 30, 2012, the Company restructured two loans that were considered troubled debt restructurings. The Company extended the terms of a performing loan with a recorded investment of $46.3 million by three months and a non-performing loan with a recorded investment of $7.9 million by one year.

Troubled debt restructurings that occurred during the nine months ended September 30, 2012 included the modifications of performing loans with a combined recorded investment of $62.6 million. The modified terms of these loans granted maturity extensions ranging from three months to one year and included conditional extension options in certain cases dependent on borrower-specific performance hurdles. In each case, the Company believed the borrowers would be able to perform under the modified terms of the loans and continued to classify these loans as performing.

Non-performing loans with a combined recorded investment of $255.6 million were also modified during the nine months ended September 30, 2012 and continued to be classified as non-performing subsequent to modification. Included in this balance was a loan with a recorded investment of $181.5 million prior to modification, for which the Company agreed to reduce the outstanding principal balance and recorded charge-offs totaling $45.5 million, and also reduced the loan's interest rate. The remaining non-performing loans were granted maturity extensions ranging from one month to seven months and the interest rate was reduced on one loan.

Generally when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional collateral or guarantees and in some cases lookback features or equity kickers to offset concessions granted should conditions impacting the loan improve. The Company's determination of credit losses is impacted by troubled debt restructurings whereby loans that have gone through troubled debt restructurings are considered impaired, assessed for specific reserves, and are not included in the Company's assessment of general loan loss reserves. Loans previously restructured under troubled debt restructurings that subsequently default are reassessed to incorporate the Company's current assumptions on expected cash flows and additional provision expense is recorded to the extent necessary. As of September 30, 2013, the Company had $18.6 million of unfunded commitments associated with modified loans considered troubled debt restructurings.

Troubled debt restructurings that subsequently defaulted during the period were as follows ($ in thousands):



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2013			2012			2013			2012
	Number of Loans	Outstanding Recorded Investment		Number of Loans	Outstanding Recorded Investment		Number of Loans	Outstanding Recorded Investment		Number of Loans	Outstanding Recorded Investment
Senior mortgages	—	$	—	—	$	—	1	$	26,693	1	$	24,604

Securities—During the nine months ended September 30, 2013, the Company originated a mandatorily redeemable preferred equity investment, which has a term of three years with two 12-month extensions. At September 30, 2013, the Company's investment was $125.9 million and the unfunded commitment was $20.1 million. The investment is classified as a held-to-maturity debt security as the Company has the ability and intent to hold the investment until maturity. As of September 30, 2013, the estimated fair value approximated the net carrying amount.