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Collateralized Debt Obligations | 9 Months Ended
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Sep. 30, 2021
Debt Disclosure [Abstract] |
Collateralized Debt Obligations | Collateralized Debt Obligations The Company's collateralized debt obligations, or CDOs, are accounted for as financings and are non-recourse debt to the Company. See Note 7 for further discussion regarding the collateral pledged for the Company's CDOs as well as the Company's net investments in the related securitizations. The following tables present a summary of the Company's CDOs as of September 30, 2021 and December 31, 2020, respectively (dollar amounts in thousands):
| September 30, 2021
| Outstanding Face Amount |  | Carrying Value |  | Weighted Average Interest Rate (1) |  | Weighted Average Rate of Notes Issued (2) |  | Stated Maturity (3)
Consolidated SLST (4) | $ | 861,184 |  |  | $ | 904,976 |  |  | 2.75 | % |  | 3.53 | % |  | 2059
Residential loan securitizations | 714,058 |  |  | 710,102 |  |  | 2.42 | % |  | 3.38 | % |  | 2026 - 2061
Total collateralized debt obligations | $ | 1,575,242 |  |  | $ | 1,615,078 |  |  |  |  |  |  |
(1)Weighted average interest rate is calculated using the outstanding face amount and stated interest rate of notes issued by the securitization and not owned by the Company. (2)Weighted average rate of notes issued is calculated using the outstanding face amount and stated interest rate of all notes issued by the securitizations, including those owned by the Company. (3)The actual maturity of the Company's CDOs are primarily determined by the rate of principal prepayments on the assets of the issuing entity. The CDOs are also subject to redemption prior to the stated maturity according to the terms of the respective governing documents. As a result, the actual maturity of the CDOs may occur earlier than the stated maturity. (4)The Company has elected the fair value option for CDOs issued by Consolidated SLST (see Note 14).
| December 31, 2020
| Outstanding Face Amount |  | Carrying Value |  | Weighted Average Interest Rate (1) |  | Weighted Average Rate of Notes Issued (2) |  | Stated Maturity (3)
Consolidated SLST (4) | $ | 975,017 |  |  | $ | 1,054,335 |  |  | 2.75 | % |  | 3.53 | % |  | 2059
Residential loan securitizations | 557,497 |  |  | 554,067 |  |  | 3.36 | % |  | 4.83 | % |  | 2025 - 2060
Non-Agency RMBS Re-Securitization | 15,449 |  |  | 15,256 |  |  | One-month LIBOR plus 5.25% | (5) | One-month LIBOR plus 5.25% | (5) | 2025
Total collateralized debt obligations | $ | 1,547,963 |  |  | $ | 1,623,658 |  |  |  |  |  |  |
(1)Weighted average interest rate is calculated using the outstanding face amount and stated interest rate of notes issued by the securitization and not owned by the Company. (2)Weighted average rate of notes issued is calculated using the outstanding face amount and stated interest rate of all notes issued by the securitizations, including those owned by the Company. (3)The actual maturity of the Company's CDOs are primarily determined by the rate of principal prepayments on the assets of the issuing entity. The CDOs are also subject to redemption prior to the stated maturity according to the terms of the respective governing documents. As a result, the actual maturity of the CDOs may occur earlier than the stated maturity. (4)The Company has elected the fair value option for CDOs issued by Consolidated SLST (see Note 14). (5)Represents the pass-through rate through the payment date in December 2021. During the nine months ended September 30, 2021, the Company exercised its right to an optional redemption of its non-Agency RMBS re-securitization. The Company's collateralized debt obligations as of September 30, 2021 had stated maturities as follows:
Year ending December 31, |  | Total
2021 |  | $ | — |
2022 |  | — |
2023 |  | — |
2024 |  | — |
2025 |  | — |
2026 |  | 180,000 |
Thereafter |  | 1,395,242 |
Total |  | $ | 1,575,242 |
Debt Convertible Notes As of September 30, 2021, the Company had $138.0 million aggregate principal amount of its 6.25% Senior Convertible Notes due 2022 (the "Convertible Notes") outstanding. Costs related to the issuance of the Convertible Notes which include underwriting, legal, accounting and other fees, are reflected as deferred charges. The underwriter's discount and deferred charges, net of amortization, are presented as a deduction from the corresponding debt liability on the Company's accompanying condensed consolidated balance sheets in the amount of $0.8 million and $2.7 million as of September 30, 2021 and December 31, 2020, respectively. The underwriter's discount and deferred charges are amortized as an adjustment to interest expense using the effective interest method, resulting in a total cost to the Company of approximately 8.24%. The Convertible Notes were issued at 96% of the principal amount, bear interest at a rate equal to 6.25% per year, payable semi-annually in arrears on January 15 and July 15 of each year, and mature on January 15, 2022, unless earlier converted or repurchased. The Company does not have the right to redeem the Convertible Notes prior to maturity and no sinking fund is provided for the Convertible Notes. Holders of the Convertible Notes are permitted to convert their Convertible Notes into shares of the Company's common stock at any time prior to the close of business on the business day immediately preceding January 15, 2022. The conversion rate for the Convertible Notes, which is subject to adjustment upon the occurrence of certain specified events, initially equals 142.7144 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $7.01 per share of the Company’s common stock, based on a $1,000 principal amount of the Convertible Notes. The Convertible Notes are senior unsecured obligations of the Company that rank pari passu in right of payment with the Company's senior unsecured indebtedness and rank senior in right of payment to the Company's subordinated debentures and any of its other indebtedness that is expressly subordinated in right of payment to the Convertible Notes. During the nine months ended September 30, 2021, none of the Convertible Notes were converted. As of November 4, 2021, the Company has not been notified, and is not aware, of any event of default under the indenture for the Convertible Notes. Senior Unsecured Notes On April 27, 2021, the Company completed the issuance and sale to various qualified institutional investors of $100.0 million aggregate principal amount of its unregistered 5.75% Senior Notes due 2026 (the "Unregistered Notes") in a private placement offering at 100% of the principal amount. The net proceeds to the Company from the sale of the Unregistered Notes, after deducting offering expenses, were approximately $96.3 million. Subsequent to the issuance of the Unregistered Notes, the Company conducted an exchange offer wherein the Company exchanged its registered 5.75% Senior Notes due 2026 (the "Registered Notes" and, together with the aggregate principal amount of Unregistered Notes that remain outstanding, the "Senior Unsecured Notes") for an equal principal amount of Unregistered Notes. As of September 30, 2021, the Company had $100.0 million aggregate principal amount of its Senior Unsecured Notes outstanding. Costs related to the issuance of the Senior Unsecured Notes which include underwriting, legal, accounting and other fees, are reflected as deferred charges. The deferred charges, net of amortization, are presented as a deduction from the corresponding debt liability on the Company's accompanying condensed consolidated balance sheets in the amount of $3.5 million as of September 30, 2021. The deferred charges are amortized as an adjustment to interest expense using the effective interest method, resulting in a total cost to the Company of approximately 6.64%. The Senior Unsecured Notes bear interest at a rate of 5.75% per year, subject to adjustment from time to time based on changes in the ratings of the Senior Unsecured Notes by one or more nationally recognized statistical rating organizations (a “NRSRO”). The annual interest rate on the Senior Unsecured Notes will increase by (i) 0.50% per year beginning on the first day of any six-month interest period if as of such day the Senior Unsecured Notes have a rating of BB+ or below and above B+ from any NRSRO and (ii) 0.75% per year beginning on the first day of any six-month interest period if as of such day the Senior Unsecured Notes have a rating of B+ or below or no rating from any NRSRO. Interest on the Senior Unsecured Notes will be paid semi-annually in arrears on April 30 and October 30 of each year and the Senior Unsecured Notes will mature on April 30, 2026. The Company has the right to redeem the Senior Unsecured Notes, in whole or in part, at any time prior to April 30, 2023 at a redemption price equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed, plus the applicable "make-whole" premium, plus accrued but unpaid interest, if any, to, but excluding, the redemption date. The "make-whole" premium is equal to the present value of all interest that would have accrued between the redemption date and up to, but excluding, April 30, 2023, plus an amount equal to the principal amount of such Senior Unsecured Notes multiplied by 2.875%. On and after April 30, 2023, the Company has the right to redeem the Senior Unsecured Notes, in whole or in part, at 100% of the principal amount of the Senior Unsecured Notes to be redeemed, plus accrued but unpaid interest, if any, to, but excluding, the redemption date, plus an amount equal to the principal amount of such Senior Unsecured Notes multiplied by a date-dependent multiple as detailed in the following table:
Redemption Period |  | Multiple
April 30, 2023 - April 29, 2024 |  | 2.875 | %
April 30, 2024 - April 29, 2025 |  | 1.4375 | %
April 30, 2025 - April 29, 2026 |  | — |
No sinking fund is provided for the Senior Unsecured Notes. The Senior Unsecured Notes are senior unsecured obligations of the Company that rank pari passu in right of payment with the Company's Convertible Notes and are structurally subordinated in right of payment to the Company's subordinated debentures. As of September 30, 2021, the Company's Senior Unsecured Notes contain various covenants including the maintenance of a minimum net asset value, ratio of unencumbered assets to unsecured indebtedness and senior debt service coverage ratio and limit the amount of leverage the Company may utilize and its ability to transfer the Company’s assets substantially as an entirety or merge into or consolidate with another person. The Company is in compliance with such covenants as of September 30, 2021 and through the date of this Quarterly Report on Form 10-Q. Subordinated Debentures Subordinated debentures are trust preferred securities that are fully guaranteed by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment. The following table summarizes the key details of the Company’s subordinated debentures as of September 30, 2021 and December 31, 2020 (dollar amounts in thousands):
| NYM Preferred Trust I |  | NYM Preferred Trust II
Principal value of trust preferred securities | $ | 25,000 |  |  | $ | 20,000 |
Interest rate | Three month LIBOR plus 3.75%, resetting quarterly |  | Three month LIBOR plus 3.95%, resetting quarterly
Scheduled maturity | March 30, 2035 |  | October 30, 2035
As of November 4, 2021, the Company has not been notified, and is not aware, of any event of default under the indenture for the subordinated debentures. Mortgages Payable on Operating Real Estate During the nine months ended September 30, 2021, the Company invested in five joint venture investments that own multi-family apartment communities, which the Company determined to be VIEs and for which the Company is the primary beneficiary. Accordingly, the Company consolidated the joint venture entities into its condensed consolidated financial statements (see Note 7). On November 12, 2020, the Company determined that it became the primary beneficiary of a VIE that owns a multi-family apartment community and in which the Company holds a preferred equity investment. Accordingly, on this date, the Company consolidated the VIE into its condensed consolidated financial statements. Subsequently, in July 2021, the VIE redeemed its non-controlling interest and the Company reconsidered its evaluation of its investment in the entity. The Company determined that the entity no longer met the criteria for being characterized as a VIE and is as a wholly-owned subsidiary of the Company (see Note 7). The multi-family apartment communities held by the Consolidated VIEs and a wholly-owned subsidiary of the Company are subject to mortgages payable for which the Company has no obligation for repayment as of September 30, 2021. The following table presents detailed information for these mortgages payable on operating real estate as of September 30, 2021 and December 31, 2020, respectively (dollar amounts in thousands):
| Outstanding Mortgage Balance |  | Net Deferred Finance Cost |  | Mortgage Payable, Net |  | Stated Maturity |  | Weighted Average Interest Rate (1) |  | Unfunded Commitment
September 30, 2021 | $ | 203,786 |  |  | $ | (3,066) |  |  | $ | 200,720 |  |  | 2024 - 2031 |  | 3.25 | % |  | $ | 12,188 |
December 31, 2020 | 37,030 |  |  | (278) |  |  | 36,752 |  |  | 2028 |  | 2.54 | % |  | — |
(1)Weighted average interest rate is calculated using the outstanding mortgage balance and interest rate as of the date indicated. Debt Maturities As of September 30, 2021, maturities for debt on the Company's condensed consolidated balance sheet are as follows (dollar amounts in thousands):
Year Ending December 31, |  | Total
2021 |  | $ | — |
2022 |  | 138,000 |
2023 |  | — |
2024 |  | 108,676 |
2025 |  | — |
2026 |  | 100,000 |
Thereafter |  | 140,110 |
|  | $ | 486,786 |

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