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Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) (Tables) | 6 Months Ended
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Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Schedule of Assets and Liabilities of Consolidated VIE's | The following table summarizes the aggregate estimated fair value of the assets, liabilities and non-controlling interests associated with the initial consolidation of the joint venture entities and real estate acquisitions by a Consolidated VIE during the three and six months ended June 30, 2022, respectively (dollar amounts in thousands):
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
|  | 2022 |  | 2021 |  | 2022 |  | 2021
Cash |  | $ | 1,474 |  |  | $ | 973 |  |  | $ | 8,576 |  |  | $ | 2,723 |
Operating real estate (1) |  | 202,220 |  |  | 42,050 |  |  | 730,988 |  |  | 73,513 |
Lease intangibles (2) |  | 14,431 |  |  | 3,320 |  |  | 41,892 |  |  | 4,964 |
Other assets |  | 2,706 |  |  | 3,851 |  |  | 8,836 |  |  | 5,695 |
Total assets |  | 220,831 |  |  | 50,194 |  |  | 790,292 |  |  | 86,895 |
Mortgages payable on real estate, net |  | 156,494 |  |  | 36,057 |  |  | 566,250 |  |  | 61,831 |
Other liabilities |  | 1,482 |  |  | 652 |  |  | 4,662 |  |  | 797 |
Total liabilities |  | 157,976 |  |  | 36,709 |  |  | 570,912 |  |  | 62,628 |
Non-controlling interest (3) |  | 5,805 |  |  | 1,335 |  |  | 16,293 |  |  | 1,874 |
Net assets consolidated |  | $ | 57,050 |  |  | $ | 12,150 |  |  | $ | 203,087 |  |  | $ | 22,393 |
(1)Included in real estate, net in the accompanying condensed consolidated balance sheets. (2)Included in other assets in the accompanying condensed consolidated balance sheets. (3)Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. The following table presents a summary of the assets, liabilities and non-controlling interests of the Company's residential loan securitizations, Consolidated SLST and Consolidated Real Estate VIEs as of June 30, 2022 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.
| Financing VIEs |  | Other VIEs |  |
| Residential Loan Securitizations |  |  |  | Consolidated SLST |  | Consolidated Real Estate |  | Total
Cash and cash equivalents | $ | — |  |  |  |  | $ | — |  |  | $ | 38,233 |  |  | $ | 38,233 |
Residential loans, at fair value | 1,215,095 |  |  |  |  | 920,778 |  |  | — |  |  | 2,135,873 |
Real estate, net held in Consolidated VIEs (1) | — |  |  |  |  | — |  |  | 1,649,472 |  |  | 1,649,472 |
Other assets | 77,630 |  |  |  |  | 3,314 |  |  | 48,087 |  |  | 129,031 |
Total assets | $ | 1,292,725 |  |  |  |  | $ | 924,092 |  |  | $ | 1,735,792 |  |  | $ | 3,952,609 |
Collateralized debt obligations ($1,107,091 at amortized cost, net and $710,233 at fair value) | $ | 1,107,091 |  |  |  |  | $ | 710,233 |  |  | $ | — |  |  | $ | 1,817,324 |
Mortgages payable on real estate, net in Consolidated VIEs (2) | — |  |  |  |  | — |  |  | 1,251,059 |  |  | 1,251,059 |
Other liabilities | 43,477 |  |  |  |  | 3,859 |  |  | 25,755 |  |  | 73,091 |
Total liabilities | $ | 1,150,568 |  |  |  |  | $ | 714,092 |  |  | $ | 1,276,814 |  |  | $ | 3,141,474 |
Redeemable non-controlling interest in Consolidated VIEs (3) | $ | — |  |  |  |  | $ | — |  |  | $ | 37,101 |  |  | $ | 37,101 |
Non-controlling interest in Consolidated VIEs (4) | $ | — |  |  |  |  | $ | — |  |  | $ | 34,080 |  |  | $ | 34,080 |
Net investment (5) | $ | 142,157 |  |  |  |  | $ | 210,000 |  |  | $ | 387,797 |  |  | $ | 739,954 |
(1)Included in real estate, net in the accompanying condensed consolidated balance sheets. (2)Included in mortgages payable on real estate, net in the accompanying condensed consolidated balance sheets. (3)Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below. (4)Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. (5)The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between total assets and total liabilities held by VIEs, less non-controlling interests, if any. The following table presents a summary of the assets, liabilities and non-controlling interests of the Company's residential loan securitizations, Consolidated SLST and Consolidated Real Estate VIEs as of December 31, 2021 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.
| Financing VIEs |  | Other VIEs |  |
| Residential Loan Securitizations |  | Consolidated SLST |  | Consolidated Real Estate |  | Total
Cash and cash equivalents | $ | — |  |  | $ | — |  |  | $ | 29,606 |  |  | $ | 29,606 |
Residential loans, at fair value | 801,429 |  |  | 1,070,882 |  |  | — |  |  | 1,872,311 |
Real estate, net held in Consolidated VIEs (1) | — |  |  | — |  |  | 927,725 |  |  | 927,725 |
Other assets | 36,767 |  |  | 3,547 |  |  | 70,557 |  |  | 110,871 |
Total assets | $ | 838,196 |  |  | $ | 1,074,429 |  |  | $ | 1,027,888 |  |  | $ | 2,940,513 |
Collateralized debt obligations ($682,802 at amortized cost, net and $839,419 at fair value) | $ | 682,802 |  |  | $ | 839,419 |  |  | $ | — |  |  | $ | 1,522,221 |
Mortgages payable on real estate, net in Consolidated VIEs (2) | — |  |  | — |  |  | 672,568 |  |  | 672,568 |
Other liabilities | 20,156 |  |  | 3,193 |  |  | 17,527 |  |  | 40,876 |
Total liabilities | $ | 702,958 |  |  | $ | 842,612 |  |  | $ | 690,095 |  |  | $ | 2,235,665 |
Redeemable non-controlling interest in Consolidated VIEs (3) | $ | — |  |  | $ | — |  |  | $ | 66,392 |  |  | $ | 66,392 |
Non-controlling interest in Consolidated VIEs (4) | $ | — |  |  | $ | — |  |  | $ | 24,359 |  |  | $ | 24,359 |
Net investment (5) | $ | 135,238 |  |  | $ | 231,817 |  |  | $ | 247,042 |  |  | $ | 614,097 |
(1)Included in real estate, net in the accompanying condensed consolidated balance sheets. (2)Included in mortgages payable on real estate, net in the accompanying condensed consolidated balance sheets. (3)Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below. (4)Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. (5)The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between total assets and total liabilities held by VIEs, less non-controlling interests, if any. The following table presents the carrying value and estimated fair value of the Company’s financial instruments at June 30, 2022 and December 31, 2021, respectively (dollar amounts in thousands):
|  |  | June 30, 2022 |  | December 31, 2021
| Fair Value Hierarchy Level |  | Carrying Value |  | Estimated Fair Value |  | Carrying Value |  | Estimated Fair Value
Financial Assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | Level 1 |  | $ | 407,104 |  |  | $ | 407,104 |  |  | $ | 289,602 |  |  | $ | 289,602 |
Residential loans | Level 3 |  | 4,329,192 |  |  | 4,329,192 |  |  | 3,575,601 |  |  | 3,575,601 |
Multi-family loans | Level 3 |  | 106,825 |  |  | 106,825 |  |  | 120,021 |  |  | 120,021 |
Investment securities available for sale | Level 2 |  | 140,506 |  |  | 140,506 |  |  | 200,844 |  |  | 200,844 |
Equity investments | Level 3 |  | 223,651 |  |  | 223,651 |  |  | 239,631 |  |  | 239,631 |
Financial Liabilities: |  |  |  |  |  |  |  |  |
Repurchase agreements | Level 2 |  | 1,693,876 |  |  | 1,693,876 |  |  | 554,259 |  |  | 554,259 |
Collateralized debt obligations: |  |  |  |  |  |  |  |  |
Residential loan securitizations at amortized cost, net | Level 3 |  | 1,107,091 |  |  | 1,050,939 |  |  | 682,802 |  |  | 686,027 |
Consolidated SLST | Level 3 |  | 710,233 |  |  | 710,233 |  |  | 839,419 |  |  | 839,419 |
Subordinated debentures | Level 3 |  | 45,000 |  |  | 38,674 |  |  | 45,000 |  |  | 44,388 |
Convertible notes | Level 2 |  | — |  |  | — |  |  | 137,898 |  |  | 138,011 |
Senior unsecured notes | Level 2 |  | 97,039 |  |  | 89,489 |  |  | 96,704 |  |  | 102,215 |
Mortgages payable on real estate | Level 3 |  | 1,251,059 |  |  | 1,227,040 |  |  | 709,356 |  |  | 712,112 |
Schedule of Statement of Operations of Variable Interest Entities | The following table presents condensed statements of operations for non-Company-sponsored VIEs for the three months ended June 30, 2022 and 2021, respectively (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.
|  | Three Months Ended June 30,
|  | 2022 |  | 2021
|  | Consolidated SLST |  | Consolidated Real Estate |  | Total |  | Consolidated SLST |  | Consolidated Real Estate |  | Total
Interest income |  | $ | 9,254 |  |  | $ | — |  |  | $ | 9,254 |  |  | $ | 10,479 |  |  | $ | — |  |  | $ | 10,479 |
Interest expense |  | 6,208 |  |  | 13,148 |  |  | 19,356 |  |  | 7,151 |  |  | 430 |  |  | 7,581 |
Total net interest income (expense) |  | 3,046 |  |  | (13,148) |  |  | (10,102) |  |  | 3,328 |  |  | (430) |  |  | 2,898 |
Unrealized (losses) gains, net |  | (4,275) |  |  | — |  |  | (4,275) |  |  | 9,793 |  |  | — |  |  | 9,793 |
Income from real estate |  | — |  |  | 34,409 |  |  | 34,409 |  |  | — |  |  | 2,150 |  |  | 2,150 |
Total non-interest (loss) income |  | (4,275) |  |  | 34,409 |  |  | 30,134 |  |  | 9,793 |  |  | 2,150 |  |  | 11,943 |
Expenses related to real estate (1) |  | — |  |  | 68,337 |  |  | 68,337 |  |  | — |  |  | 3,913 |  |  | 3,913 |
Net (loss) income |  | (1,229) |  |  | (47,076) |  |  | (48,305) |  |  | 13,121 |  |  | (2,193) |  |  | 10,928 |
Net loss attributable to non-controlling interest in Consolidated VIEs |  | — |  |  | 18,922 |  |  | 18,922 |  |  | — |  |  | 1,625 |  |  | 1,625 |
Net (loss) income attributable to Company |  | $ | (1,229) |  |  | $ | (28,154) |  |  | $ | (29,383) |  |  | $ | 13,121 |  |  | $ | (568) |  |  | $ | 12,553 |
(1)See Note 8 for depreciation and amortization expenses related to operating real estate. The following table presents condensed statements of operations for non-Company-sponsored VIEs for the six months ended June 30, 2022 and 2021, respectively (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.
|  | Six Months Ended June 30,
|  | 2022 |  | 2021
|  | Consolidated SLST |  | Consolidated Real Estate |  | Total |  | Consolidated SLST |  | Consolidated Real Estate |  | Total
Interest income |  | $ | 18,635 |  |  | $ | — |  |  | $ | 18,635 |  |  | $ | 20,797 |  |  | $ | — |  |  | $ | 20,797 |
Interest expense |  | 12,186 |  |  | 19,983 |  |  | 32,169 |  |  | 14,254 |  |  | 740 |  |  | 14,994 |
Total net interest income (expense) |  | 6,449 |  |  | (19,983) |  |  | (13,534) |  |  | 6,543 |  |  | (740) |  |  | 5,803 |
Unrealized (losses) gains, net |  | (19,555) |  |  | — |  |  | (19,555) |  |  | 19,018 |  |  | — |  |  | 19,018 |
Income from real estate |  | — |  |  | 58,047 |  |  | 58,047 |  |  | — |  |  | 3,645 |  |  | 3,645 |
Total non-interest (loss) income |  | (19,555) |  |  | 58,047 |  |  | 38,492 |  |  | 19,018 |  |  | 3,645 |  |  | 22,663 |
Expenses related to real estate (1) |  | — |  |  | 114,783 |  |  | 114,783 |  |  | — |  |  | 6,837 |  |  | 6,837 |
Net (loss) income |  | (13,106) |  |  | (76,719) |  |  | (89,825) |  |  | 25,561 |  |  | (3,932) |  |  | 21,629 |
Net loss attributable to non-controlling interest in Consolidated VIEs |  | — |  |  | 33,792 |  |  | 33,792 |  |  | — |  |  | 3,034 |  |  | 3,034 |
Net (loss) income attributable to Company |  | $ | (13,106) |  |  | $ | (42,927) |  |  | $ | (56,033) |  |  | $ | 25,561 |  |  | $ | (898) |  |  | $ | 24,663 |
(1)See Note 8 for depreciation and amortization expenses related to operating real estate.
Schedule of Redeemable Noncontrolling Interest in Consolidated VIEs | The following table presents activity in redeemable non-controlling interest in Consolidated VIEs for the three and six months ended June 30, 2022 (dollar amounts in thousands):
| Three Months Ended June 30, 2022 |  | Six Months Ended June 30, 2022
Beginning balance | $ | 53,361 |  |  | $ | 66,392 |
Contributions | 41 |  |  | 315 |
Distributions | (1,133) |  |  | (1,810) |
Net loss attributable to redeemable non-controlling interest in Consolidated VIEs | (15,168) |  |  | (27,796) |
Ending balance | $ | 37,101 |  |  | $ | 37,101 |
Schedule of Classification and Carrying Value of Unconsolidated VIEs | The following tables present the classification and carrying value of unconsolidated VIEs as of June 30, 2022 and December 31, 2021, respectively (dollar amounts in thousands):
| June 30, 2022
| Multi-family loans |  | Investment securities available for sale, at fair value |  | Equity investments |  | Total
ABS | $ | — |  |  | $ | 35,588 |  |  | $ | — |  |  | $ | 35,588 |
Non-Agency RMBS | — |  |  | 31,978 |  |  | — |  |  | 31,978 |
Preferred equity investments in multi-family properties | 106,825 |  |  | — |  |  | 178,783 |  |  | 285,608 |
Joint venture equity investments in multi-family properties | — |  |  | — |  |  | 10,990 |  |  | 10,990 |
Equity investments in entities that invest in residential properties | — |  |  | — |  |  | 2,878 |  |  | 2,878 |
Maximum exposure | $ | 106,825 |  |  | $ | 67,566 |  |  | $ | 192,651 |  |  | $ | 367,042 |
| December 31, 2021
| Multi-family loans |  | Investment securities available for sale, at fair value |  |  |  |  |  |  | Equity investments |  | Total
ABS | $ | — |  |  | $ | 39,679 |  |  |  |  |  |  |  | $ | — |  |  | $ | 39,679 |
Non-Agency RMBS | — |  |  | 30,924 |  |  |  |  |  |  |  | — |  |  | 30,924 |
Preferred equity investments in multi-family properties | 120,021 |  |  | — |  |  |  |  |  |  |  | 180,798 |  |  | 300,819 |
Joint venture equity investments in multi-family properties | — |  |  | — |  |  |  |  |  |  |  | 10,440 |  |  | 10,440 |
Equity investments in entities that invest in residential properties | — |  |  | — |  |  |  |  |  |  |  | 19,143 |  |  | 19,143 |
Maximum exposure | $ | 120,021 |  |  | $ | 70,603 |  |  |  |  |  |  |  | $ | 210,381 |  |  | $ | 401,005 |

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- Definition Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 5A -URI https://asc.fasb.org/extlink&oid=123419778&loc=SL6759159-111685 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 6 -URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5747-111685 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 9 -URI https://asc.fasb.org/extlink&oid=123419778&loc=SL6228884-111685 Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685 Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 4 -URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5728-111685 + Details
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