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Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) | 9 Months Ended
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Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) | Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) Financing VIEs The Company uses SPEs to facilitate transactions that involve securitizing financial assets or re-securitizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to an SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement. The Company has entered into financing transactions, including residential loan securitizations and re-securitizations, which required the Company to analyze and determine whether the SPEs that were created to facilitate the transactions are VIEs in accordance with ASC 810 and if so, whether the Company is the primary beneficiary requiring consolidation. As of September 30, 2023 and December 31, 2022, the Company evaluated its residential loan securitizations and concluded that the entities created to facilitate each of the financing transactions are VIEs and that the Company is the primary beneficiary of these VIEs (each a “Financing VIE” and collectively, the “Financing VIEs”). Accordingly, the Company consolidated the then-outstanding Financing VIEs as of September 30, 2023 and December 31, 2022. Consolidated SLST The Company invests in subordinated securities that represent the first loss position of the Freddie Mac-sponsored residential loan securitization from which they were issued, and certain IOs and senior securities issued from the securitization. The Company has evaluated its investments in this securitization trust to determine whether it is a VIE and if so, whether the Company is the primary beneficiary requiring consolidation. The Company has determined that the Freddie Mac-sponsored residential loan securitization trust, which we refer to as Consolidated SLST, is a VIE as of September 30, 2023 and December 31, 2022, and that the Company is the primary beneficiary of the VIE within Consolidated SLST. Accordingly, the Company has consolidated the assets, liabilities, income and expenses of such VIE in the accompanying condensed consolidated financial statements (see Notes 2, 3 and 13). The Company has elected the fair value option on the assets and liabilities held within Consolidated SLST, which requires that changes in valuations in the assets and liabilities of Consolidated SLST be reflected in the Company’s condensed consolidated statements of operations. As of September 30, 2023 and December 31, 2022, the Consolidated SLST securities owned by the Company had a fair value of $154.4 million and $191.5 million, respectively (see Note 16). The Company’s investments in Consolidated SLST securities were not included as collateral to any Financing VIE as of September 30, 2023 and December 31, 2022. Consolidated Real Estate VIEs The Company owns joint venture equity investments in entities 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 consolidates the assets, liabilities, income and expenses of these VIEs in the accompanying condensed consolidated financial statements with non-controlling interests or redeemable non-controlling interests for the third-party ownership of the joint ventures' membership interests. The Company accounted for the initial consolidation of the joint venture equity investments and real estate acquisitions by a Consolidated VIE in accordance with asset acquisition provisions of ASC 805, as substantially all of the fair value of the assets within the entities are concentrated in either a single identifiable asset or group of similar identifiable assets. During the year ended December 31, 2020, the Company reconsidered its evaluation of its variable interest in a VIE that owned a multi-family apartment community and in which the Company held a preferred equity investment. The Company determined that it gained the power to direct the activities, and became primary beneficiary, of the VIE and consolidated this VIE into its condensed consolidated financial statements. Subsequently, in July 2021, the VIE redeemed its non-controlling interest which resulted in an equity transaction accounted for by the Company in accordance with ASC 810. In addition, the Company reconsidered its evaluation of its investment in the entity and determined that the entity no longer met the criteria for being characterized as a VIE and is a wholly-owned subsidiary of the Company. In March 2022, the entity completed the sale of its multi-family apartment community and redeemed the Company's preferred equity investment (see Note 8). 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 nine months ended September 30, 2022 (dollar amounts in thousands):
|  |  |  |  |  |  |  | Nine Months Ended September 30, 2022
Cash (1) |  |  |  |  |  |  |  | $ | 8,576 |
Operating real estate (1) (2) |  |  |  |  |  |  |  | 730,988 |
Lease intangibles (1) (3) |  |  |  |  |  |  |  | 41,892 |
Other assets (1) |  |  |  |  |  |  |  | 8,258 |
Total assets |  |  |  |  |  |  |  | 789,714 |
Mortgages payable on real estate, net (1) |  |  |  |  |  |  |  | 570,682 |
Other liabilities (1) |  |  |  |  |  |  |  | 4,662 |
Total liabilities |  |  |  |  |  |  |  | 575,344 |
Non-controlling interests (4) |  |  |  |  |  |  |  | 16,293 |
Net assets consolidated |  |  |  |  |  |  |  | $ | 198,077 |
(1)In September 2022, the Company announced a repositioning of its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, the Company determined that certain joint venture equity investments met the criteria to be classified as held for sale and transferred the assets and liabilities of the respective Consolidated VIEs to assets and liabilities of disposal group held for sale in the accompanying condensed consolidated balance sheets. See Note 9 for additional information. (2)For joint venture equity investments that are not held for sale, operating real estate is included in real estate, net in the accompanying condensed consolidated balance sheets. (3)For joint venture equity investments that are not held for sale, lease intangibles are included in other assets in the accompanying condensed consolidated balance sheets. (4)Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. In analyzing whether the Company is the primary beneficiary of the Financing VIEs, Consolidated SLST and Consolidated Real Estate VIEs, the Company considered its involvement in each of the VIEs, including the design and purpose of each VIE, and whether its involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of the VIEs. In determining whether the Company would be considered the primary beneficiary, the following factors were assessed: •whether the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE; and •whether the Company has a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. 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 September 30, 2023 (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 | $ | — |  |  |  |  | $ | — |  |  | $ | 7,120 |  |  | $ | 7,120 |
Residential loans, at fair value | 1,514,352 |  |  |  |  | 742,604 |  |  | — |  |  | 2,256,956 |
Real estate, net held in Consolidated VIEs (1) | — |  |  |  |  | — |  |  | 542,797 |  |  | 542,797 |
Assets of disposal group held for sale (2) | — |  |  |  |  | — |  |  | 904,658 |  |  | 904,658 |
Other assets | 90,223 |  |  |  |  | 3,018 |  |  | 17,456 |  |  | 110,697 |
Total assets | $ | 1,604,575 |  |  |  |  | $ | 745,622 |  |  | $ | 1,472,031 |  |  | $ | 3,822,228 |
Collateralized debt obligations ($1,318,131 at amortized cost, net and $584,741 at fair value) | $ | 1,318,131 |  |  |  |  | $ | 584,741 |  |  | $ | — |  |  | $ | 1,902,872 |
Mortgages payable on real estate, net in Consolidated VIEs (3) | — |  |  |  |  | — |  |  | 396,810 |  |  | 396,810 |
Liabilities of disposal group held for sale (2) | — |  |  |  |  | — |  |  | 767,329 |  |  | 767,329 |
Other liabilities | 7,575 |  |  |  |  | 5,138 |  |  | 12,373 |  |  | 25,086 |
Total liabilities | $ | 1,325,706 |  |  |  |  | $ | 589,879 |  |  | $ | 1,176,512 |  |  | $ | 3,092,097 |
Redeemable non-controlling interest in Consolidated VIEs (4) | $ | — |  |  |  |  | $ | — |  |  | $ | 21,026 |  |  | $ | 21,026 |
Non-controlling interest in Consolidated VIEs (5) | $ | — |  |  |  |  | $ | — |  |  | $ | 20,202 |  |  | $ | 20,202 |
Net investment (6) | $ | 278,869 |  |  |  |  | $ | 155,743 |  |  | $ | 254,291 |  |  | $ | 688,903 |
(1)Included in real estate, net in the accompanying condensed consolidated balance sheets. (2)Represents assets and liabilities, respectively, of certain Consolidated Real Estate VIEs included in disposal group held for sale (see Note 9). (3)Included in mortgages payable on real estate, net in the accompanying condensed consolidated balance sheets. (4)Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below. (5)Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. (6)The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between the carrying value of 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, 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 | $ | — |  |  | $ | — |  |  | $ | 21,129 |  |  | $ | 21,129 |
Residential loans, at fair value | 1,616,114 |  |  | 827,582 |  |  | — |  |  | 2,443,696 |
Real estate, net held in Consolidated VIEs (1) | — |  |  | — |  |  | 543,739 |  |  | 543,739 |
Assets of disposal group held for sale (2) | — |  |  | — |  |  | 1,142,773 |  |  | 1,142,773 |
Other assets | 92,906 |  |  | 3,168 |  |  | 13,686 |  |  | 109,760 |
Total assets | $ | 1,709,020 |  |  | $ | 830,750 |  |  | $ | 1,721,327 |  |  | $ | 4,261,097 |
Collateralized debt obligations ($1,468,222 at amortized cost, net and $634,495 at fair value) | $ | 1,468,222 |  |  | $ | 634,495 |  |  | $ | — |  |  | $ | 2,102,717 |
Mortgages payable on real estate, net in Consolidated VIEs (3) | — |  |  | — |  |  | 394,707 |  |  | 394,707 |
Liabilities of disposal group held for sale (2) | — |  |  | — |  |  | 883,812 |  |  | 883,812 |
Other liabilities | 8,168 |  |  | 3,342 |  |  | 10,511 |  |  | 22,021 |
Total liabilities | $ | 1,476,390 |  |  | $ | 637,837 |  |  | $ | 1,289,030 |  |  | $ | 3,403,257 |
Redeemable non-controlling interest in Consolidated VIEs (4) | $ | — |  |  | $ | — |  |  | $ | 63,803 |  |  | $ | 63,803 |
Non-controlling interest in Consolidated VIEs (5) | $ | — |  |  | $ | — |  |  | $ | 32,967 |  |  | $ | 32,967 |
Net investment (6) | $ | 232,630 |  |  | $ | 192,913 |  |  | $ | 335,527 |  |  | $ | 761,070 |
(1)Included in real estate, net in the accompanying condensed consolidated balance sheets. (2)Represents assets and liabilities, respectively, of certain Consolidated Real Estate VIEs included in disposal group held for sale (see Note 9). (3)Included in mortgages payable on real estate, net in the accompanying condensed consolidated balance sheets. (4)Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below. (5)Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. (6)The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between the carrying value of total assets and total liabilities held by VIEs, less non-controlling interests, if any. The following table presents condensed statements of operations for non-Company-sponsored VIEs for the three months ended September 30, 2023 and 2022, respectively (dollar amounts in thousands). The following table includes net (loss) income from assets and liabilities of disposal group held for sale and intercompany balances have been eliminated for purposes of this presentation.
|  | Three Months Ended September 30,
|  | 2023 |  | 2022
|  | Consolidated SLST |  | Consolidated Real Estate |  | Total |  | Consolidated SLST |  | Consolidated Real Estate |  | Total
Interest income |  | $ | 8,370 |  |  | $ | — |  |  | $ | 8,370 |  |  | $ | 9,013 |  |  | $ | — |  |  | $ | 9,013 |
Interest expense |  | 5,957 |  |  | — |  |  | 5,957 |  |  | 6,611 |  |  | — |  |  | 6,611 |
Total net interest income |  | 2,413 |  |  | — |  |  | 2,413 |  |  | 2,402 |  |  | — |  |  | 2,402 |
Income from real estate |  | — |  |  | 39,287 |  |  | 39,287 |  |  | — |  |  | 39,261 |  |  | 39,261 |
Expenses related to real estate |  | — |  |  | 47,367 |  |  | 47,367 |  |  | — |  |  | 67,319 |  |  | 67,319 |
Total net loss from real estate |  | — |  |  | (8,080) |  |  | (8,080) |  |  | — |  |  | (28,058) |  |  | (28,058) |
Unrealized losses, net |  | (9,325) |  |  | — |  |  | (9,325) |  |  | (7,925) |  |  | — |  |  | (7,925) |
Gains on derivative instruments, net |  | — |  |  | 315 |  |  | 315 |  |  | — |  |  | 24,943 |  |  | 24,943 |
Impairment of real estate |  | — |  |  | (44,157) |  |  | (44,157) |  |  | — |  |  | — |  |  | — |
Other (losses) income |  | — |  |  | (103) |  |  | (103) |  |  | — |  |  | 16,287 |  |  | 16,287 |
Total other (loss) income |  | (9,325) |  |  | (43,945) |  |  | (53,270) |  |  | (7,925) |  |  | 41,230 |  |  | 33,305 |
Net (loss) income |  | (6,912) |  |  | (52,025) |  |  | (58,937) |  |  | (5,523) |  |  | 13,172 |  |  | 7,649 |
Net loss attributable to non-controlling interest in Consolidated VIEs |  | — |  |  | 9,364 |  |  | 9,364 |  |  | — |  |  | 2,617 |  |  | 2,617 |
Net (loss) income attributable to Company |  | $ | (6,912) |  |  | $ | (42,661) |  |  | $ | (49,573) |  |  | $ | (5,523) |  |  | $ | 15,789 |  |  | $ | 10,266 |
The following table presents condensed statements of operations for non-Company-sponsored VIEs for the nine months ended September 30, 2023 and 2022, respectively (dollar amounts in thousands). The following table includes net (loss) income from assets and liabilities of disposal group held for sale and intercompany balances have been eliminated for purposes of this presentation.
|  | Nine Months Ended September 30,
|  | 2023 |  | 2022
|  | Consolidated SLST |  | Consolidated Real Estate |  | Total |  | Consolidated SLST |  | Consolidated Real Estate |  | Total
Interest income |  | $ | 25,543 |  |  | $ | — |  |  | $ | 25,543 |  |  | $ | 27,648 |  |  | $ | — |  |  | $ | 27,648 |
Interest expense |  | 18,238 |  |  | — |  |  | 18,238 |  |  | 18,796 |  |  | — |  |  | 18,796 |
Total net interest income |  | 7,305 |  |  | — |  |  | 7,305 |  |  | 8,852 |  |  | — |  |  | 8,852 |
Income from real estate |  | — |  |  | 120,247 |  |  | 120,247 |  |  | — |  |  | 97,308 |  |  | 97,308 |
Expenses related to real estate |  | — |  |  | 145,310 |  |  | 145,310 |  |  | — |  |  | 202,084 |  |  | 202,084 |
Total net loss from real estate |  | — |  |  | (25,063) |  |  | (25,063) |  |  | — |  |  | (104,776) |  |  | (104,776) |
Unrealized losses, net |  | (19,354) |  |  | — |  |  | (19,354) |  |  | (27,480) |  |  | — |  |  | (27,480) |
Gains on derivative instruments, net |  | — |  |  | 5,572 |  |  | 5,572 |  |  | — |  |  | 24,943 |  |  | 24,943 |
Impairment of real estate |  | — |  |  | (71,296) |  |  | (71,296) |  |  | — |  |  | — |  |  | — |
Other (losses) income |  | — |  |  | (61) |  |  | (61) |  |  | — |  |  | 16,287 |  |  | 16,287 |
Total other (loss) income |  | (19,354) |  |  | (65,785) |  |  | (85,139) |  |  | (27,480) |  |  | 41,230 |  |  | 13,750 |
Net loss |  | (12,049) |  |  | (90,848) |  |  | (102,897) |  |  | (18,628) |  |  | (63,546) |  |  | (82,174) |
Net loss attributable to non-controlling interest in Consolidated VIEs |  | — |  |  | 19,957 |  |  | 19,957 |  |  | — |  |  | 36,409 |  |  | 36,409 |
Net loss attributable to Company |  | $ | (12,049) |  |  | $ | (70,891) |  |  | $ | (82,940) |  |  | $ | (18,628) |  |  | $ | (27,137) |  |  | $ | (45,765) |
Redeemable Non-Controlling Interest in Consolidated VIEs The third-party owners of certain of the non-controlling interests in Consolidated VIEs have the ability to sell their ownership interests to the Company, at their election. The Company has classified these third-party ownership interests as redeemable non-controlling interests in Consolidated VIEs in mezzanine equity on the accompanying condensed consolidated balance sheets. The holders of the redeemable non-controlling interests may elect to sell their ownership interests to the Company at fair value once a year and the sales are subject to annual minimum and maximum amount limitations. The following table presents activity in redeemable non-controlling interest in Consolidated VIEs for the three and nine months ended September 30, 2023 and 2022, respectively (dollar amounts in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Beginning balance | $ | 34,571 |  |  | $ | 37,101 |  |  | $ | 63,803 |  |  | $ | 66,392 |
Contributions | — |  |  | — |  |  | — |  |  | 315 |
Distributions | (41) |  |  | (4,115) |  |  | (3,991) |  |  | (5,925) |
Net loss attributable to redeemable non-controlling interest in Consolidated VIEs | (2,907) |  |  | (5,200) |  |  | (11,592) |  |  | (32,996) |
Adjustment of redeemable non-controlling interest to estimated redemption value (1) | (10,597) |  |  | — |  |  | (27,194) |  |  | — |
Ending balance | $ | 21,026 |  |  | $ | 27,786 |  |  | $ | 21,026 |  |  | $ | 27,786 |
(1)The Company determines the fair value of the redeemable non-controlling interest utilizing market assumptions and discounted cash flows. The Company applies a discount rate to the estimated future cash flows from the multi-family apartment properties held by the applicable Consolidated VIEs that are allocatable to the redeemable non-controlling interest. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy. Significant unobservable inputs utilized in the estimation of fair value of redeemable non-controlling interest include a weighted average capitalization rate of 5.7% (ranges from 5.3% to 6.5%) and a weighted average discount rate of 14.8% (ranges from 13.9% to 15.6%). Unconsolidated VIEs As of September 30, 2023 and December 31, 2022, the Company evaluated its investment securities available for sale, preferred equity and other equity investments to determine whether they are VIEs and should be consolidated by the Company. Based on a number of factors, the Company determined that, as of September 30, 2023 and December 31, 2022, it does not have a controlling financial interest and is not the primary beneficiary of these VIEs. The following tables present the classification and carrying value of unconsolidated VIEs as of September 30, 2023 and December 31, 2022, respectively (dollar amounts in thousands):
| September 30, 2023
| Multi-family loans |  | Investment securities available for sale, at fair value |  | Equity investments |  | Assets of disposal group held for sale |  | Total
Non-Agency RMBS | $ | — |  |  | $ | 25,796 |  |  | $ | — |  |  | $ | — |  |  | $ | 25,796 |
Preferred equity investments in multi-family properties | 98,435 |  |  | — |  |  | 130,583 |  |  | — |  |  | 229,018 |
Joint venture equity investments in multi-family properties | — |  |  | — |  |  | — |  |  | 5,073 |  |  | 5,073 |
Maximum exposure | $ | 98,435 |  |  | $ | 25,796 |  |  | $ | 130,583 |  |  | $ | 5,073 |  |  | $ | 259,887 |
| December 31, 2022
| Multi-family loans |  | Investment securities available for sale, at fair value |  | Equity investments |  | Assets of disposal group held for sale |  | Total
ABS | $ | — |  |  | $ | 856 |  |  | $ | — |  |  | $ | — |  |  | $ | 856 |
Non-Agency RMBS | — |  |  | 29,290 |  |  | — |  |  | — |  |  | 29,290 |
Preferred equity investments in multi-family properties | 87,534 |  |  | — |  |  | 152,246 |  |  | — |  |  | 239,780 |
Joint venture equity investments in multi-family properties | — |  |  | — |  |  | — |  |  | 9,010 |  |  | 9,010 |
Maximum exposure | $ | 87,534 |  |  | $ | 30,146 |  |  | $ | 152,246 |  |  | $ | 9,010 |  |  | $ | 278,936 |

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