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Delaware
|
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80-0925494
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(State or other jurisdiction of
incorporation or organization)
|
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(IRS Employer
Identification No.)
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||
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345 Park Avenue,
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New York,
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NY
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10154
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(Address of principal executive offices)
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(Zip Code)
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||
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Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
|
Class A common stock, $0.001 par value
|
LADR
|
New York Stock Exchange
|
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
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Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
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|
|
|
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Emerging growth company
|
☐
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Class
|
|
Outstanding at October 31, 2019
|
|
Class A common stock, $0.001 par value
|
|
107,573,820
|
|
Class B common stock, $0.001 par value
|
|
12,158,933
|
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Index
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Page
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||||
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•
|
risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 (“Annual Report”), as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this Quarterly Report and our other filings with the United States Securities and Exchange Commission (“SEC”);
|
|
•
|
changes in general economic conditions, in our industry and in the commercial finance and the real estate markets;
|
|
•
|
changes to our business and investment strategy;
|
|
•
|
our ability to obtain and maintain financing arrangements;
|
|
•
|
the financing and advance rates for our assets;
|
|
•
|
our actual and expected leverage and liquidity;
|
|
•
|
the adequacy of collateral securing our loan portfolio and a decline in the fair value of our assets;
|
|
•
|
interest rate mismatches between our assets and our borrowings used to fund such investments;
|
|
•
|
changes in interest rates and the market value of our assets;
|
|
•
|
changes in prepayment rates on our mortgages and the loans underlying our mortgage-backed and other asset-backed securities;
|
|
•
|
the effects of hedging instruments and the degree to which our hedging strategies may or may not protect us from interest rate and credit risk volatility;
|
|
•
|
the increased rate of default or decreased recovery rates on our assets;
|
|
•
|
the adequacy of our policies, procedures and systems for managing risk effectively;
|
|
•
|
a potential downgrade in the credit ratings assigned to our investments;
|
|
•
|
our compliance with, and the impact of and changes in, governmental regulations, tax laws and rates, accounting guidance and similar matters;
|
|
•
|
our ability to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and our ability and the ability of our subsidiaries to operate in compliance with REIT requirements;
|
|
•
|
our ability and the ability of our subsidiaries to maintain our and their exemptions from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
|
|
•
|
potential liability relating to environmental matters that impact the value of properties we may acquire or the properties underlying our investments;
|
|
•
|
the inability of insurance covering real estate underlying our loans and investments to cover all losses;
|
|
•
|
the availability of investment opportunities in mortgage-related and real estate-related instruments and other securities;
|
|
•
|
fraud by potential borrowers;
|
|
•
|
the availability of qualified personnel;
|
|
•
|
the impact of any tax legislation or IRS guidance;
|
|
•
|
the degree and nature of our competition; and
|
|
•
|
the market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy.
|
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||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
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September 30, 2019(1)
|
|
December 31, 2018(1)
|
||||
|
|
(Unaudited)
|
|
|
||||
|
Assets
|
|
|
|
|
|
||
|
Cash and cash equivalents
|
$
|
83,097
|
|
|
$
|
67,878
|
|
|
Restricted cash
|
38,656
|
|
|
30,572
|
|
||
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
||||
|
Mortgage loans held by consolidated subsidiaries
|
3,231,443
|
|
|
3,318,390
|
|
||
|
Provision for loan losses
|
(18,500
|
)
|
|
(17,900
|
)
|
||
|
Mortgage loan receivables held for sale
|
174,214
|
|
|
182,439
|
|
||
|
Real estate securities
|
1,911,456
|
|
|
1,410,126
|
|
||
|
Real estate and related lease intangibles, net
|
981,333
|
|
|
998,022
|
|
||
|
Investments in and advances to unconsolidated joint ventures
|
51,419
|
|
|
40,354
|
|
||
|
FHLB stock
|
61,619
|
|
|
57,915
|
|
||
|
Derivative instruments
|
22
|
|
|
—
|
|
||
|
Due from brokers
|
3,962
|
|
|
—
|
|
||
|
Accrued interest receivable
|
22,699
|
|
|
27,214
|
|
||
|
Other assets
|
78,454
|
|
|
157,862
|
|
||
|
Total assets
|
$
|
6,619,874
|
|
|
$
|
6,272,872
|
|
|
Liabilities and Equity
|
|
|
|
|
|
||
|
Liabilities
|
|
|
|
|
|
||
|
Debt obligations, net
|
$
|
4,860,687
|
|
|
$
|
4,452,574
|
|
|
Due to brokers
|
7,000
|
|
|
1,301
|
|
||
|
Derivative instruments
|
82
|
|
|
975
|
|
||
|
Amount payable pursuant to tax receivable agreement
|
1,559
|
|
|
1,570
|
|
||
|
Dividends payable
|
2,384
|
|
|
37,316
|
|
||
|
Accrued expenses
|
45,761
|
|
|
82,425
|
|
||
|
Other liabilities
|
63,151
|
|
|
53,076
|
|
||
|
Total liabilities
|
4,980,624
|
|
|
4,629,237
|
|
||
|
Commitments and contingencies (Note 18)
|
—
|
|
|
—
|
|
||
|
Equity
|
|
|
|
|
|
||
|
Class A common stock, par value $0.001 per share, 600,000,000 shares authorized; 110,693,832 and 106,642,335 shares issued and 107,573,820 and 103,941,173 shares outstanding
|
108
|
|
|
105
|
|
||
|
Class B common stock, par value $0.001 per share, 100,000,000 shares authorized; 12,158,933 and 13,117,419 shares issued and outstanding
|
12
|
|
|
13
|
|
||
|
Additional paid-in capital
|
1,529,599
|
|
|
1,471,157
|
|
||
|
Treasury stock, 3,120,012 and 2,701,162 shares, at cost
|
(41,556
|
)
|
|
(32,815
|
)
|
||
|
Retained earnings (dividends in excess of earnings)
|
(39,860
|
)
|
|
11,342
|
|
||
|
Accumulated other comprehensive income (loss)
|
10,367
|
|
|
(4,649
|
)
|
||
|
Total shareholders’ equity
|
1,458,670
|
|
|
1,445,153
|
|
||
|
Noncontrolling interest in operating partnership
|
171,731
|
|
|
188,427
|
|
||
|
Noncontrolling interest in consolidated joint ventures
|
8,849
|
|
|
10,055
|
|
||
|
Total equity
|
1,639,250
|
|
|
1,643,635
|
|
||
|
|
|
|
|
||||
|
Total liabilities and equity
|
$
|
6,619,874
|
|
|
$
|
6,272,872
|
|
|
|
|
(1)
|
Includes amounts relating to consolidated variable interest entities. See Note 10.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net interest income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest income
|
$
|
82,251
|
|
|
$
|
90,386
|
|
|
$
|
254,040
|
|
|
$
|
253,822
|
|
|
Interest expense
|
51,397
|
|
|
51,476
|
|
|
155,015
|
|
|
144,606
|
|
||||
|
Net interest income
|
30,854
|
|
|
38,910
|
|
|
99,025
|
|
|
109,216
|
|
||||
|
Provision for loan losses
|
—
|
|
|
10,300
|
|
|
600
|
|
|
13,600
|
|
||||
|
Net interest income after provision for loan losses
|
30,854
|
|
|
28,610
|
|
|
98,425
|
|
|
95,616
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating lease income
|
24,405
|
|
|
24,997
|
|
|
81,106
|
|
|
79,306
|
|
||||
|
Sale of loans, net
|
11,247
|
|
|
1,861
|
|
|
38,589
|
|
|
12,893
|
|
||||
|
Realized gain (loss) on securities
|
3,396
|
|
|
(2,554
|
)
|
|
10,726
|
|
|
(4,896
|
)
|
||||
|
Unrealized gain (loss) on equity securities
|
254
|
|
|
—
|
|
|
1,341
|
|
|
—
|
|
||||
|
Unrealized gain (loss) on Agency interest-only securities
|
16
|
|
|
142
|
|
|
38
|
|
|
456
|
|
||||
|
Realized gain (loss) on sale of real estate, net
|
2,082
|
|
|
63,704
|
|
|
963
|
|
|
96,341
|
|
||||
|
Impairment of real estate
|
—
|
|
|
—
|
|
|
(1,350
|
)
|
|
—
|
|
||||
|
Fee and other income
|
5,166
|
|
|
4,851
|
|
|
17,047
|
|
|
17,579
|
|
||||
|
Net result from derivative transactions
|
(9,465
|
)
|
|
7,115
|
|
|
(35,956
|
)
|
|
29,156
|
|
||||
|
Earnings (loss) from investment in unconsolidated joint ventures
|
1,094
|
|
|
401
|
|
|
3,617
|
|
|
466
|
|
||||
|
Gain (loss) on extinguishment/defeasance of debt
|
—
|
|
|
(4,323
|
)
|
|
(1,070
|
)
|
|
(4,392
|
)
|
||||
|
Total other income (loss)
|
38,195
|
|
|
96,194
|
|
|
115,051
|
|
|
226,909
|
|
||||
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Salaries and employee benefits
|
14,319
|
|
|
15,792
|
|
|
52,800
|
|
|
46,754
|
|
||||
|
Operating expenses
|
5,314
|
|
|
5,464
|
|
|
16,727
|
|
|
16,608
|
|
||||
|
Real estate operating expenses
|
6,270
|
|
|
7,152
|
|
|
17,776
|
|
|
23,806
|
|
||||
|
Fee expense
|
2,056
|
|
|
1,311
|
|
|
4,951
|
|
|
2,953
|
|
||||
|
Depreciation and amortization
|
9,030
|
|
|
10,417
|
|
|
29,192
|
|
|
31,896
|
|
||||
|
Total costs and expenses
|
36,989
|
|
|
40,136
|
|
|
121,446
|
|
|
122,017
|
|
||||
|
Income (loss) before taxes
|
32,060
|
|
|
84,668
|
|
|
92,030
|
|
|
200,508
|
|
||||
|
Income tax expense (benefit)
|
1,112
|
|
|
1,204
|
|
|
478
|
|
|
5,679
|
|
||||
|
Net income (loss)
|
30,948
|
|
|
83,464
|
|
|
91,552
|
|
|
194,829
|
|
||||
|
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures
|
(64
|
)
|
|
(7,843
|
)
|
|
691
|
|
|
(16,132
|
)
|
||||
|
Net (income) loss attributable to noncontrolling interest in operating partnership
|
(3,308
|
)
|
|
(8,991
|
)
|
|
(10,247
|
)
|
|
(22,786
|
)
|
||||
|
Net income (loss) attributable to Class A common shareholders
|
$
|
27,576
|
|
|
$
|
66,630
|
|
|
$
|
81,996
|
|
|
$
|
155,911
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic
|
$
|
0.26
|
|
|
$
|
0.69
|
|
|
$
|
0.78
|
|
|
$
|
1.62
|
|
|
Diluted
|
$
|
0.26
|
|
|
$
|
0.67
|
|
|
$
|
0.77
|
|
|
$
|
1.61
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic
|
106,004,152
|
|
|
96,935,986
|
|
|
105,264,752
|
|
|
96,317,513
|
|
||||
|
Diluted
|
106,603,713
|
|
|
110,650,253
|
|
|
106,232,581
|
|
|
110,482,991
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Dividends per share of Class A common stock (Note 11)
|
$
|
0.340
|
|
|
$
|
0.325
|
|
|
$
|
1.020
|
|
|
$
|
0.965
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss)
|
$
|
30,948
|
|
|
$
|
83,464
|
|
|
$
|
91,552
|
|
|
$
|
194,829
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Unrealized gain (loss) on securities, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Unrealized gain (loss) on real estate securities, available for sale
|
1,389
|
|
|
(1,109
|
)
|
|
27,414
|
|
|
(14,554
|
)
|
||||
|
Reclassification adjustment for (gain) loss included in net income (loss)
|
(3,398
|
)
|
|
2,554
|
|
|
(10,639
|
)
|
|
4,896
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Total other comprehensive income (loss)
|
(2,009
|
)
|
|
1,445
|
|
|
16,775
|
|
|
(9,658
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Comprehensive income (loss)
|
28,939
|
|
|
84,909
|
|
|
108,327
|
|
|
185,171
|
|
||||
|
Comprehensive (income) loss attributable to noncontrolling interest in consolidated joint ventures
|
(64
|
)
|
|
(7,843
|
)
|
|
691
|
|
|
(16,132
|
)
|
||||
|
Comprehensive income (loss) of combined Class A common shareholders and Operating Partnership unitholders
|
28,875
|
|
|
77,066
|
|
|
109,018
|
|
|
169,039
|
|
||||
|
Comprehensive (income) loss attributable to noncontrolling interest in operating partnership
|
(3,104
|
)
|
|
(9,160
|
)
|
|
(12,087
|
)
|
|
(21,358
|
)
|
||||
|
Comprehensive income (loss) attributable to Class A common shareholders
|
$
|
25,771
|
|
|
$
|
67,906
|
|
|
$
|
96,931
|
|
|
$
|
147,681
|
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-
in-Capital
|
|
Treasury Stock
|
|
Retained Earnings (Dividends in Excess of Earnings)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||||||||
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
|
|
|
Operating
Partnership
|
|
Consolidated
Joint Ventures
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance, June 30, 2019
|
107,551
|
|
|
$
|
108
|
|
|
12,159
|
|
|
$
|
12
|
|
|
$
|
1,526,469
|
|
|
$
|
(41,535
|
)
|
|
$
|
(30,847
|
)
|
|
$
|
12,171
|
|
|
$
|
172,466
|
|
|
$
|
9,230
|
|
|
$
|
1,648,074
|
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|
306
|
|
|||||||||
|
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,283
|
)
|
|
(751
|
)
|
|
(5,034
|
)
|
|||||||||
|
Amortization of equity based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,575
|
|
|||||||||
|
Re-issuance of treasury stock
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||||||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,589
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,589
|
)
|
|||||||||
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,576
|
|
|
—
|
|
|
3,308
|
|
|
64
|
|
|
30,948
|
|
|||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,804
|
)
|
|
(205
|
)
|
|
—
|
|
|
(2,009
|
)
|
|||||||||
|
Rebalancing of ownership percentage between Company and Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(445
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
445
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Balance, September 30, 2019
|
107,574
|
|
|
$
|
108
|
|
|
12,159
|
|
|
$
|
12
|
|
|
$
|
1,529,599
|
|
|
$
|
(41,556
|
)
|
|
$
|
(39,860
|
)
|
|
$
|
10,367
|
|
|
$
|
171,731
|
|
|
$
|
8,849
|
|
|
$
|
1,639,250
|
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-
in-Capital
|
|
Treasury Stock
|
|
Retained Earnings (Dividends in Excess of Earnings)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||||||||
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
|
|
|
Operating
Partnership
|
|
Consolidated
Joint Ventures
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance, June 30, 2018
|
97,938
|
|
|
$
|
99
|
|
|
13,318
|
|
|
$
|
13
|
|
|
$
|
1,370,092
|
|
|
$
|
(32,793
|
)
|
|
$
|
(12,106
|
)
|
|
$
|
(9,855
|
)
|
|
$
|
185,158
|
|
|
$
|
11,854
|
|
|
$
|
1,512,462
|
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
739
|
|
|
739
|
|
|||||||||
|
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,292
|
)
|
|
(10,608
|
)
|
|
(14,900
|
)
|
|||||||||
|
Amortization of equity based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,162
|
|
|||||||||
|
Grants of restricted stock
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,931
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,931
|
)
|
|||||||||
|
Exchange of noncontrolling interest for common stock
|
200
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(2,774
|
)
|
|
—
|
|
|
202
|
|
|||||||||
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,630
|
|
|
—
|
|
|
8,991
|
|
|
7,843
|
|
|
83,464
|
|
|||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,276
|
|
|
169
|
|
|
—
|
|
|
1,445
|
|
|||||||||
|
Rebalancing of ownership percentage between Company and Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
|
—
|
|
|
—
|
|
|
21
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Balance, September 30, 2018
|
98,143
|
|
|
$
|
99
|
|
|
13,118
|
|
|
$
|
13
|
|
|
$
|
1,375,016
|
|
|
$
|
(32,793
|
)
|
|
$
|
22,593
|
|
|
$
|
(8,582
|
)
|
|
$
|
187,469
|
|
|
$
|
9,828
|
|
|
$
|
1,553,643
|
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-
in-Capital
|
|
Treasury Stock
|
|
Retained Earnings (Dividends in Excess of Earnings)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||||||||
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
|
|
|
Operating
Partnership
|
|
Consolidated
Joint Ventures
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance, December 31, 2018
|
103,941
|
|
|
$
|
105
|
|
|
13,118
|
|
|
$
|
13
|
|
|
$
|
1,471,157
|
|
|
$
|
(32,815
|
)
|
|
$
|
11,342
|
|
|
$
|
(4,649
|
)
|
|
$
|
188,427
|
|
|
$
|
10,055
|
|
|
$
|
1,643,635
|
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
498
|
|
|
498
|
|
|||||||||
|
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,821
|
)
|
|
(1,013
|
)
|
|
(13,834
|
)
|
|||||||||
|
Amortization of equity based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,336
|
|
|||||||||
|
Grants of restricted stock
|
1,478
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Purchase of treasury stock
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|||||||||
|
Re-issuance of treasury stock
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units
|
(462
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,104
|
)
|
|||||||||
|
Forfeitures
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,375
|
)
|
|||||||||
|
Stock dividends
|
1,434
|
|
|
1
|
|
|
181
|
|
|
—
|
|
|
23,822
|
|
|
—
|
|
|
(23,823
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Exchange of noncontrolling interest for common stock
|
1,140
|
|
|
1
|
|
|
(1,140
|
)
|
|
(1
|
)
|
|
16,449
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
(16,109
|
)
|
|
—
|
|
|
404
|
|
|||||||||
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,996
|
|
|
—
|
|
|
10,247
|
|
|
(691
|
)
|
|
91,552
|
|
|||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,935
|
|
|
1,840
|
|
|
—
|
|
|
16,775
|
|
|||||||||
|
Rebalancing of ownership percentage between Company and Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(164
|
)
|
|
—
|
|
|
—
|
|
|
17
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Balance, September 30, 2019
|
107,574
|
|
|
$
|
108
|
|
|
12,159
|
|
|
$
|
12
|
|
|
$
|
1,529,599
|
|
|
$
|
(41,556
|
)
|
|
$
|
(39,860
|
)
|
|
$
|
10,367
|
|
|
$
|
171,731
|
|
|
$
|
8,849
|
|
|
$
|
1,639,250
|
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-
in-Capital
|
|
Treasury Stock
|
|
Retained Earnings (Dividends in Excess of Earnings)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||||||||||
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
|
|
|
Operating
Partnership
|
|
Consolidated
Joint Ventures
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance, December 31, 2017
|
93,641
|
|
|
$
|
94
|
|
|
17,668
|
|
|
$
|
18
|
|
|
$
|
1,306,136
|
|
|
$
|
(31,956
|
)
|
|
$
|
(39,112
|
)
|
|
$
|
(212
|
)
|
|
$
|
240,861
|
|
|
$
|
12,317
|
|
|
$
|
1,488,146
|
|
|
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,779
|
|
|
5,779
|
|
|||||||||
|
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,191
|
)
|
|
(24,400
|
)
|
|
(37,591
|
)
|
|||||||||
|
Amortization of equity based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,667
|
|
|||||||||
|
Grants of restricted stock
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock and units
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|||||||||
|
Forfeitures
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,206
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,206
|
)
|
|||||||||
|
Exchange of noncontrolling interest for common stock
|
4,550
|
|
|
5
|
|
|
(4,550
|
)
|
|
(5
|
)
|
|
63,109
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
(62,428
|
)
|
|
—
|
|
|
514
|
|
|||||||||
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155,911
|
|
|
—
|
|
|
22,786
|
|
|
16,132
|
|
|
194,829
|
|
|||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,230
|
)
|
|
(1,428
|
)
|
|
—
|
|
|
(9,658
|
)
|
|||||||||
|
Rebalancing of ownership percentage between Company and Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(896
|
)
|
|
—
|
|
|
—
|
|
|
27
|
|
|
869
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Balance, September 30, 2018
|
98,143
|
|
|
$
|
99
|
|
|
13,118
|
|
|
$
|
13
|
|
|
$
|
1,375,016
|
|
|
$
|
(32,793
|
)
|
|
$
|
22,593
|
|
|
$
|
(8,582
|
)
|
|
$
|
187,469
|
|
|
$
|
9,828
|
|
|
$
|
1,553,643
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
|
Cash flows from operating activities:
|
|
|
|
|
|
||
|
Net income (loss)
|
$
|
91,552
|
|
|
$
|
194,829
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|||
|
(Gain) loss on extinguishment/defeasance of debt
|
1,070
|
|
|
4,392
|
|
||
|
Depreciation and amortization
|
29,192
|
|
|
31,896
|
|
||
|
Unrealized (gain) loss on derivative instruments
|
(889
|
)
|
|
(1,356
|
)
|
||
|
Unrealized (gain) loss on equity securities
|
(1,341
|
)
|
|
—
|
|
||
|
Unrealized (gain) loss on Agency interest-only securities
|
(38
|
)
|
|
(456
|
)
|
||
|
Unrealized (gain) loss on investment in mutual fund
|
(308
|
)
|
|
(204
|
)
|
||
|
Provision for loan losses
|
600
|
|
|
13,600
|
|
||
|
Impairment of real estate
|
1,350
|
|
|
—
|
|
||
|
Amortization of equity based compensation
|
18,336
|
|
|
6,667
|
|
||
|
Amortization of deferred financing costs included in interest expense
|
8,460
|
|
|
8,020
|
|
||
|
Amortization of premium on mortgage loan financing
|
(1,300
|
)
|
|
(762
|
)
|
||
|
Amortization of above- and below-market lease intangibles
|
(867
|
)
|
|
(1,286
|
)
|
||
|
Amortization of premium/(accretion) of discount and other fees on loans
|
(14,405
|
)
|
|
(13,795
|
)
|
||
|
Amortization of premium/(accretion) of discount and other fees on securities
|
82
|
|
|
2,944
|
|
||
|
Realized (gain) loss on sale of mortgage loan receivables held for sale
|
(38,589
|
)
|
|
(12,893
|
)
|
||
|
Realized (gain) loss on securities
|
(10,726
|
)
|
|
4,896
|
|
||
|
Realized (gain) loss on sale of real estate, net
|
(963
|
)
|
|
(96,341
|
)
|
||
|
Realized gain on sale of derivative instruments
|
84
|
|
|
192
|
|
||
|
Origination of mortgage loan receivables held for sale
|
(554,115
|
)
|
|
(1,115,218
|
)
|
||
|
Purchases of mortgage loan receivables held for sale
|
(9,934
|
)
|
|
—
|
|
||
|
Repayment of mortgage loan receivables held for sale
|
492
|
|
|
1,324
|
|
||
|
Proceeds from sales of mortgage loan receivables held for sale
|
574,303
|
|
|
926,889
|
|
||
|
(Income) loss from investments in unconsolidated joint ventures in excess of distributions received
|
(3,617
|
)
|
|
(466
|
)
|
||
|
Distributions from operations of investment in unconsolidated joint ventures
|
3,067
|
|
|
—
|
|
||
|
Deferred tax asset (liability)
|
7,405
|
|
|
(4,484
|
)
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
|
Accrued interest receivable
|
4,275
|
|
|
(1,968
|
)
|
||
|
Other assets
|
(5,921
|
)
|
|
7,503
|
|
||
|
Accrued expenses and other liabilities
|
(33,010
|
)
|
|
(5,262
|
)
|
||
|
Net cash provided by (used in) operating activities
|
64,245
|
|
|
(51,339
|
)
|
||
|
|
|
|
|
||||
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
|
Cash flows from investing activities:
|
|
|
|
|
|
||
|
Origination of mortgage loan receivables held for investment
|
(985,825
|
)
|
|
(1,240,894
|
)
|
||
|
Repayment of mortgage loan receivables held for investment
|
1,191,908
|
|
|
755,404
|
|
||
|
Purchases of real estate securities
|
(1,192,852
|
)
|
|
(303,021
|
)
|
||
|
Repayment of real estate securities
|
178,468
|
|
|
93,185
|
|
||
|
Basis recovery of Agency interest-only securities
|
9,339
|
|
|
14,898
|
|
||
|
Proceeds from sales of real estate securities
|
534,249
|
|
|
306,109
|
|
||
|
Purchases of real estate
|
(13,905
|
)
|
|
(113,903
|
)
|
||
|
Capital improvements of real estate
|
(3,606
|
)
|
|
(4,822
|
)
|
||
|
Proceeds from sale of real estate
|
10,794
|
|
|
153,398
|
|
||
|
Capital contributions and advances to investment in unconsolidated joint ventures
|
(56,393
|
)
|
|
(370
|
)
|
||
|
Capital distribution from investment in unconsolidated joint ventures
|
46,019
|
|
|
1,250
|
|
||
|
Capitalization of interest on investment in unconsolidated joint ventures
|
(142
|
)
|
|
(1,074
|
)
|
||
|
Purchase of FHLB stock
|
(3,704
|
)
|
|
—
|
|
||
|
Proceeds from sale of FHLB stock
|
—
|
|
|
20,000
|
|
||
|
Purchase of derivative instruments
|
(210
|
)
|
|
(305
|
)
|
||
|
Sale of derivative instruments
|
101
|
|
|
114
|
|
||
|
Net cash provided by (used in) investing activities
|
(285,759
|
)
|
|
(320,031
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
|
||
|
Deferred financing costs paid
|
(4,453
|
)
|
|
(2,975
|
)
|
||
|
Proceeds from borrowings under debt obligations
|
10,186,669
|
|
|
4,401,648
|
|
||
|
Repayment of borrowings under debt obligations
|
(9,771,014
|
)
|
|
(3,969,654
|
)
|
||
|
Cash dividends paid to Class A common shareholders
|
(144,306
|
)
|
|
(122,770
|
)
|
||
|
Capital distributed to noncontrolling interests in operating partnership
|
(12,821
|
)
|
|
(13,191
|
)
|
||
|
Capital contributed by noncontrolling interests in consolidated joint ventures
|
498
|
|
|
5,779
|
|
||
|
Capital distributed to noncontrolling interests in consolidated joint ventures
|
(1,013
|
)
|
|
(24,400
|
)
|
||
|
Payment of liability assumed in exchange for shares for the minimum withholding taxes on vesting restricted stock
|
(8,106
|
)
|
|
(837
|
)
|
||
|
Purchase of treasury stock
|
(637
|
)
|
|
—
|
|
||
|
Net cash provided by (used in) financing activities
|
244,817
|
|
|
273,600
|
|
||
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
23,303
|
|
|
(97,770
|
)
|
||
|
Cash, cash equivalents and restricted cash at beginning of period
|
98,450
|
|
|
182,683
|
|
||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
121,753
|
|
|
$
|
84,913
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
|
Supplemental information:
|
|
|
|
|
|
||
|
Cash paid for interest, net of amounts capitalized
|
$
|
164,429
|
|
|
$
|
151,868
|
|
|
Cash paid (received) for income taxes
|
4,817
|
|
|
5,718
|
|
||
|
|
|
|
|
||||
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||
|
Securities and derivatives purchased, not settled
|
7,000
|
|
|
14
|
|
||
|
Securities and derivatives sold, not settled
|
3,962
|
|
|
—
|
|
||
|
Repayment in transit of mortgage loans receivable held for investment (other assets)
|
6,120
|
|
|
31,764
|
|
||
|
Repayment of mortgage loans receivable held for sale
|
128
|
|
|
—
|
|
||
|
Settlement of mortgage loan receivable held for investment by real estate, net
|
(17,851
|
)
|
|
—
|
|
||
|
Transfer from mortgage loans receivable held for sale to mortgage loans receivable held for investment, net, at amortized cost
|
35,940
|
|
|
55,403
|
|
||
|
Proceeds from sale of real estate
|
—
|
|
|
1,421
|
|
||
|
Real estate acquired in settlement of mortgage loan receivable held for investment, net
|
17,851
|
|
|
—
|
|
||
|
Net settlement of sale of real estate, subject to debt - real estate
|
(11,943
|
)
|
|
—
|
|
||
|
Net settlement of sale of real estate, subject to debt - debt obligations
|
11,943
|
|
|
—
|
|
||
|
Reduction in proceeds from sales of real estate
|
—
|
|
|
62,417
|
|
||
|
Assumption of debt obligations by real estate buyer/defeasance of debt and related costs
|
—
|
|
|
(62,417
|
)
|
||
|
Exchange of noncontrolling interest for common stock
|
16,110
|
|
|
62,433
|
|
||
|
Change in deferred tax asset related to exchanges of noncontrolling interest for common stock
|
—
|
|
|
428
|
|
||
|
Increase in amount payable pursuant to tax receivable agreement
|
(11
|
)
|
|
(86
|
)
|
||
|
Rebalancing of ownership percentage between Company and Operating Partnership
|
147
|
|
|
869
|
|
||
|
Dividends declared, not paid
|
2,384
|
|
|
1,964
|
|
||
|
Stock dividends
|
23,824
|
|
|
—
|
|
||
|
|
September 30, 2019
|
|
September 30, 2018
|
|
December 31, 2018
|
||||||
|
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
83,097
|
|
|
$
|
49,625
|
|
|
$
|
67,878
|
|
|
Restricted cash
|
38,656
|
|
|
35,288
|
|
|
30,572
|
|
|||
|
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows
|
$
|
121,753
|
|
|
$
|
84,913
|
|
|
$
|
98,450
|
|
|
•
|
valuation of real estate securities;
|
|
•
|
valuation of mortgage loan receivables held for sale;
|
|
•
|
allocation of purchase price for acquired real estate;
|
|
•
|
impairment, and useful lives, of real estate;
|
|
•
|
useful lives of intangible assets;
|
|
•
|
valuation of derivative instruments;
|
|
•
|
valuation of deferred tax asset (liability);
|
|
•
|
amounts payable pursuant to the Tax Receivable Agreement;
|
|
•
|
determination of effective yield for recognition of interest income;
|
|
•
|
adequacy of provision for loan losses including the valuation of underlying collateral for collateral dependent loans;
|
|
•
|
determination of other than temporary impairment of real estate securities and investments in and advances to unconsolidated joint ventures;
|
|
•
|
certain estimates and assumptions used in the accrual of incentive compensation and calculation of the fair value of equity compensation issued to employees;
|
|
•
|
determination of the effective tax rate for income tax provision; and
|
|
•
|
certain estimates and assumptions used in the allocation of revenue and expenses for our segment reporting.
|
|
|
Outstanding
Face Amount
|
|
Carrying
Value
|
|
Weighted
Average
Yield (1)
|
|
Remaining
Maturity
(years)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|||||
|
Mortgage loans held by consolidated subsidiaries:
|
|
|
|
|
|
|
|
|||||
|
First mortgage loans(2)
|
$
|
3,116,050
|
|
|
$
|
3,098,241
|
|
|
7.14
|
%
|
|
1.27
|
|
Mezzanine loans
|
133,661
|
|
|
133,202
|
|
|
10.87
|
%
|
|
3.76
|
||
|
Total mortgage loans held by consolidated subsidiaries
|
3,249,711
|
|
|
3,231,443
|
|
|
7.29
|
%
|
|
1.37
|
||
|
Provision for loan losses
|
N/A
|
|
|
(18,500
|
)
|
|
|
|
|
|||
|
Total mortgage loan receivables held for investment, net, at amortized cost
|
3,249,711
|
|
|
3,212,943
|
|
|
|
|
|
|||
|
Mortgage loan receivables held for sale:
|
|
|
|
|
|
|
|
|||||
|
First mortgage loans
|
173,957
|
|
|
174,214
|
|
|
4.59
|
%
|
|
9.68
|
||
|
Total
|
$
|
3,423,668
|
|
|
$
|
3,387,157
|
|
|
7.19
|
%
|
|
1.81
|
|
|
|
(1)
|
September 30, 2019 London Interbank Offered Rate (“LIBOR”) rates are used to calculate weighted average yield for floating rate loans.
|
|
(2)
|
Includes amounts relating to consolidated variable interest entities. See Note 10.
|
|
|
Outstanding
Face Amount
|
|
Carrying
Value
|
|
Weighted
Average
Yield (1)
|
|
Remaining
Maturity
(years)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|||||
|
Mortgage loans held by consolidated subsidiaries:
|
|
|
|
|
|
|
|
|||||
|
First mortgage loans(2)
|
$
|
3,192,160
|
|
|
$
|
3,170,788
|
|
|
7.70
|
%
|
|
1.18
|
|
Mezzanine loans
|
148,221
|
|
|
147,602
|
|
|
10.89
|
%
|
|
4.35
|
||
|
Total mortgage loans held by consolidated subsidiaries
|
3,340,381
|
|
|
3,318,390
|
|
|
7.84
|
%
|
|
1.32
|
||
|
Provision for loan losses
|
N/A
|
|
|
(17,900
|
)
|
|
|
|
|
|||
|
Total mortgage loan receivables held for investment, net, at amortized cost
|
3,340,381
|
|
|
3,300,490
|
|
|
|
|
|
|||
|
Mortgage loan receivables held for sale:
|
|
|
|
|
|
|
|
|||||
|
First mortgage loans
|
181,905
|
|
|
182,439
|
|
|
5.46
|
%
|
|
9.75
|
||
|
Total
|
$
|
3,522,286
|
|
|
$
|
3,482,929
|
|
|
7.76
|
%
|
|
1.77
|
|
|
|
(1)
|
December 31, 2018 LIBOR rates are used to calculate weighted average yield for floating rate loans.
|
|
(2)
|
Includes amounts relating to consolidated variable interest entities. See Note 10.
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
||||||||||||
|
|
Mortgage loans held by consolidated subsidiaries
|
|
Mortgage loans transferred but not considered sold
|
|
Provision for loan losses
|
|
Mortgage loan
receivables held
for sale
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Balance, December 31, 2018
|
$
|
3,318,390
|
|
|
$
|
—
|
|
|
$
|
(17,900
|
)
|
|
$
|
182,439
|
|
|
Origination of mortgage loan receivables
|
985,825
|
|
|
—
|
|
|
—
|
|
|
554,115
|
|
||||
|
Purchases of mortgage loan receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
9,934
|
|
||||
|
Repayment of mortgage loan receivables
|
(1,105,506
|
)
|
|
—
|
|
|
—
|
|
|
(620
|
)
|
||||
|
Proceeds from sales of mortgage loan receivables(1)
|
—
|
|
|
(15,504
|
)
|
|
—
|
|
|
(558,799
|
)
|
||||
|
Non-cash disposition of loans via foreclosure(2)
|
(17,611
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Sale of loans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
38,589
|
|
||||
|
Transfer between held for investment and held for sale(1)
|
35,940
|
|
|
15,504
|
|
|
—
|
|
|
(51,444
|
)
|
||||
|
Accretion/amortization of discount, premium and other fees
|
14,405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Provision for loan losses
|
—
|
|
|
—
|
|
|
(600
|
)
|
|
—
|
|
||||
|
Balance, September 30, 2019
|
$
|
3,231,443
|
|
|
$
|
—
|
|
|
$
|
(18,500
|
)
|
|
$
|
174,214
|
|
|
|
|
(1)
|
During the three months ended March 31, 2019, the Company reclassified from mortgage loan receivables held for sale to mortgage loan receivables held for investment, net, at amortized cost, one loan with an outstanding face amount of $15.4 million, a book value of $15.5 million (fair value at the date of reclassification) and a remaining maturity of 9.8 years, which was sold to the WFCM 2019-C49 securitization trust. Subsequently, the controlling loan interest was sold to the UBS 2019-C16 securitization trust, and as a result, the loan previously sold during the three months ended March 31, 2019 was accounted for as a sale during the six months ended June 30, 2019.
|
|
(2)
|
Refer to Note 5 Real Estate and Related Lease Intangibles, Net for further detail on foreclosure of real estate.
|
|
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
||||||||
|
|
Mortgage loans held by consolidated subsidiaries
|
|
Provision for loan losses
|
|
Mortgage loan
receivables held
for sale
|
||||||
|
|
|
|
|
|
|
||||||
|
Balance, December 31, 2017
|
$
|
3,282,462
|
|
|
$
|
(4,000
|
)
|
|
$
|
230,180
|
|
|
Origination of mortgage loan receivables
|
1,240,894
|
|
|
—
|
|
|
1,115,218
|
|
|||
|
Repayment of mortgage loan receivables
|
(787,167
|
)
|
|
—
|
|
|
(1,324
|
)
|
|||
|
Proceeds from sales of mortgage loan receivables
|
—
|
|
|
—
|
|
|
(926,402
|
)
|
|||
|
Sale of loans, net(1)
|
—
|
|
|
—
|
|
|
12,893
|
|
|||
|
Transfer between held for investment and held for sale(2)
|
55,403
|
|
|
—
|
|
|
(55,403
|
)
|
|||
|
Accretion/amortization of discount, premium and other fees
|
13,795
|
|
|
—
|
|
|
—
|
|
|||
|
Provision for loan losses(3)
|
—
|
|
|
(13,600
|
)
|
|
—
|
|
|||
|
Balance, September 30, 2018
|
$
|
3,805,387
|
|
|
$
|
(17,600
|
)
|
|
$
|
375,162
|
|
|
|
|
(1)
|
Includes $0.5 million of realized losses on loans related to lower of cost or market adjustments for the nine months ended September 30, 2018.
|
|
(2)
|
During the nine months ended September 30, 2018, the Company reclassified from mortgage loan receivables held for sale to mortgage loan receivables held for investment, net, at amortized cost, three loans with a combined outstanding face amount of $57.6 million, a combined book value of $55.4 million (fair value at date of reclassification) and a remaining maturity of 2.5 years. The loans had been recorded at lower of cost or market prior to their reclassification. The discount to fair value is the result of an increase in market interest rates since the loans’ origination and not a deterioration in credit of the borrowers or collateral coverage and the Company expects to collect all amounts due under the loans.
|
|
(3)
|
As further discussed below, during the three and nine months ended September 30, 2018, the Company recorded asset-specific provisions on collateral dependent loans of $10.0 million and $12.7 million, respectively. In addition. the Company records a portfolio-based, general loan loss provision to provide reserves for expected losses over the remaining portfolio of mortgage loan receivables held for investment. During the three and nine months ended September 30, 2018, the Company recorded an additional general reserve of $0.3 million and $0.9 million, respectively.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Allowance for loan losses at beginning of period
|
$
|
18,500
|
|
|
$
|
7,300
|
|
|
$
|
17,900
|
|
|
$
|
4,000
|
|
|
Provision for loan losses
|
—
|
|
|
10,300
|
|
|
600
|
|
|
13,600
|
|
||||
|
Allowance for loan losses at end of period
|
$
|
18,500
|
|
|
$
|
17,600
|
|
|
$
|
18,500
|
|
|
$
|
17,600
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Principal balance of loans on non-accrual status(1)
|
|
|
|
|
$
|
37,161
|
|
|
$
|
36,850
|
|
||||
|
|
|
(1)
|
Represents two of the Company’s loans, which were originated simultaneously as part of a single transaction and had a carrying value of $26.9 million and one loan with a carrying value of $45.0 million, as further discussed below.
|
|
|
|
|
|
|
|
Gross Unrealized
|
|
|
|
|
|
Weighted Average
|
|||||||||||||||||||||
|
Asset Type
|
|
Outstanding
Face Amount
|
|
Amortized Cost Basis/Purchase Price
|
|
Gains
|
|
Losses
|
|
Carrying
Value
|
|
# of
Securities
|
|
Rating (1)
|
|
Coupon %
|
|
Yield %
|
|
Remaining
Duration
(years)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
CMBS(2)
|
|
$
|
1,779,458
|
|
|
$
|
1,780,233
|
|
|
$
|
9,012
|
|
|
$
|
(533
|
)
|
|
$
|
1,788,712
|
|
(3)
|
139
|
|
|
AAA
|
|
3.27
|
%
|
|
3.14
|
%
|
|
2.38
|
|
CMBS interest-only(2)(4)
|
|
2,139,357
|
|
|
39,961
|
|
|
1,491
|
|
|
(12
|
)
|
|
41,440
|
|
(5)
|
18
|
|
|
AAA
|
|
0.49
|
%
|
|
3.65
|
%
|
|
2.61
|
|||||
|
GNMA interest-only(4)(6)
|
|
113,096
|
|
|
2,202
|
|
|
119
|
|
|
(295
|
)
|
|
2,026
|
|
|
12
|
|
|
AA+
|
|
0.51
|
%
|
|
9.65
|
%
|
|
2.73
|
|||||
|
Agency securities(2)
|
|
641
|
|
|
652
|
|
|
2
|
|
|
—
|
|
|
654
|
|
|
2
|
|
|
AA+
|
|
2.67
|
%
|
|
1.74
|
%
|
|
1.97
|
|||||
|
GNMA permanent securities(2)
|
|
31,760
|
|
|
31,984
|
|
|
811
|
|
|
—
|
|
|
32,795
|
|
|
6
|
|
|
AA+
|
|
3.92
|
%
|
|
3.27
|
%
|
|
4.55
|
|||||
|
Corporate bonds(2)
|
|
32,088
|
|
|
31,604
|
|
|
768
|
|
|
—
|
|
|
32,372
|
|
|
1
|
|
|
BB-
|
|
3.63
|
%
|
|
4.81
|
%
|
|
1.31
|
|||||
|
Total debt securities
|
|
$
|
4,096,400
|
|
|
$
|
1,886,636
|
|
|
$
|
12,203
|
|
|
$
|
(840
|
)
|
|
$
|
1,897,999
|
|
|
178
|
|
|
|
|
1.75
|
%
|
|
3.17
|
%
|
|
2.39
|
|
Equity securities(7)
|
|
N/A
|
|
|
13,720
|
|
|
125
|
|
|
(388
|
)
|
|
13,457
|
|
|
3
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|||||
|
Total real estate securities
|
|
$
|
4,096,400
|
|
|
$
|
1,900,356
|
|
|
$
|
12,328
|
|
|
$
|
(1,228
|
)
|
|
$
|
1,911,456
|
|
|
181
|
|
|
|
|
|
|
|
|
|
||
|
|
|
(1)
|
Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the highest rating is used. Ratings provided were determined by third-party rating agencies as of a particular date, may not be current and are subject to change (including the assignment of a “negative outlook” or “credit watch”) at any time.
|
|
(2)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
|
(3)
|
Includes $11.6 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
|
|
(4)
|
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.
|
|
(5)
|
Includes $0.8 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
|
|
(6)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings. The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded derivatives. As a result, the Company has elected to account for them as hybrid instruments in their entirety at fair value with changes in fair value recognized in unrealized gain (loss) on Agency interest-only securities in the consolidated statements of income in accordance with ASC 815.
|
|
(7)
|
The Company has elected to account for equity securities at fair value with changes in fair value recorded in current period earnings.
|
|
|
|
|
|
|
|
Gross Unrealized
|
|
|
|
|
|
Weighted Average
|
|||||||||||||||||||||
|
Asset Type
|
|
Outstanding
Face Amount
|
|
Amortized
Cost Basis
|
|
Gains
|
|
Losses
|
|
Carrying
Value
|
|
# of
Securities
|
|
Rating (1)
|
|
Coupon %
|
|
Yield %
|
|
Remaining
Duration
(years)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
CMBS(2)
|
|
$
|
1,258,819
|
|
|
$
|
1,257,801
|
|
|
$
|
2,477
|
|
|
$
|
(7,638
|
)
|
|
$
|
1,252,640
|
|
(3)
|
138
|
|
|
AAA
|
|
3.32
|
%
|
|
3.14
|
%
|
|
2.33
|
|
CMBS interest-only(2)(4)
|
|
2,373,936
|
|
|
55,534
|
|
|
428
|
|
|
(271
|
)
|
|
55,691
|
|
(5)
|
19
|
|
|
AAA
|
|
0.57
|
%
|
|
2.80
|
%
|
|
2.69
|
|||||
|
GNMA interest-only(4)(6)
|
|
135,932
|
|
|
2,862
|
|
|
93
|
|
|
(307
|
)
|
|
2,648
|
|
|
12
|
|
|
AA+
|
|
0.51
|
%
|
|
6.30
|
%
|
|
4.11
|
|||||
|
Agency securities(2)
|
|
668
|
|
|
682
|
|
|
—
|
|
|
(20
|
)
|
|
662
|
|
|
2
|
|
|
AA+
|
|
2.73
|
%
|
|
1.83
|
%
|
|
2.36
|
|||||
|
GNMA permanent securities(2)
|
|
32,633
|
|
|
32,889
|
|
|
420
|
|
|
(245
|
)
|
|
33,064
|
|
|
6
|
|
|
AA+
|
|
3.94
|
%
|
|
3.76
|
%
|
|
5.03
|
|||||
|
Corporate bonds(2)
|
|
55,305
|
|
|
54,257
|
|
|
—
|
|
|
(386
|
)
|
|
53,871
|
|
|
2
|
|
|
BB
|
|
4.08
|
%
|
|
5.04
|
%
|
|
2.51
|
|||||
|
Total debt securities
|
|
$
|
3,857,293
|
|
|
$
|
1,404,025
|
|
|
$
|
3,418
|
|
|
$
|
(8,867
|
)
|
|
$
|
1,398,576
|
|
|
179
|
|
|
|
|
1.54
|
%
|
|
3.19
|
%
|
|
2.40
|
|
Equity securities(7)
|
|
N/A
|
|
|
13,154
|
|
|
—
|
|
|
(1,604
|
)
|
|
11,550
|
|
|
3
|
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|||||
|
Total real estate securities
|
|
$
|
3,857,293
|
|
|
$
|
1,417,179
|
|
|
$
|
3,418
|
|
|
$
|
(10,471
|
)
|
|
$
|
1,410,126
|
|
|
182
|
|
|
|
|
|
|
|
|
|
||
|
|
|
(1)
|
Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the highest rating is used. Ratings provided were determined by third-party rating agencies as of a particular date, may not be current and are subject to change (including the assignment of a “negative outlook” or “credit watch”) at any time.
|
|
(2)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
|
(3)
|
Includes $11.3 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
|
|
(4)
|
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.
|
|
(5)
|
Includes $0.9 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.
|
|
(6)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings. The Company’s Agency interest-only securities are considered to be hybrid financial instruments that contain embedded derivatives. As a result, the Company accounts for them as hybrid instruments in their entirety at fair value with changes in fair value recognized in unrealized gain (loss) on Agency interest-only securities in the consolidated statements of income in accordance with ASC 815.
|
|
(7)
|
The Company has elected to account for equity securities at fair value with changes in fair value recorded in current period earnings.
|
|
Asset Type
|
|
Within 1 year
|
|
1-5 years
|
|
5-10 years
|
|
After 10 years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
CMBS(1)
|
|
$
|
395,377
|
|
|
$
|
1,212,074
|
|
|
$
|
181,261
|
|
|
$
|
—
|
|
|
$
|
1,788,712
|
|
|
CMBS interest-only(1)
|
|
645
|
|
|
40,795
|
|
|
—
|
|
|
—
|
|
|
41,440
|
|
|||||
|
GNMA interest-only(2)
|
|
250
|
|
|
1,515
|
|
|
261
|
|
|
—
|
|
|
2,026
|
|
|||||
|
Agency securities(1)
|
|
—
|
|
|
654
|
|
|
—
|
|
|
—
|
|
|
654
|
|
|||||
|
GNMA permanent securities(1)
|
|
344
|
|
|
32,451
|
|
|
—
|
|
|
—
|
|
|
32,795
|
|
|||||
|
Corporate bonds(1)
|
|
—
|
|
|
32,372
|
|
|
—
|
|
|
—
|
|
|
32,372
|
|
|||||
|
Total debt securities
|
|
$
|
396,616
|
|
|
$
|
1,319,861
|
|
|
$
|
181,522
|
|
|
$
|
—
|
|
|
$
|
1,897,999
|
|
|
|
|
(1)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
|
(2)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.
|
|
Asset Type
|
|
Within 1 year
|
|
1-5 years
|
|
5-10 years
|
|
After 10 years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
CMBS(1)
|
|
$
|
342,121
|
|
|
$
|
772,594
|
|
|
$
|
137,925
|
|
|
$
|
—
|
|
|
$
|
1,252,640
|
|
|
CMBS interest-only(1)
|
|
1,145
|
|
|
54,546
|
|
|
—
|
|
|
—
|
|
|
55,691
|
|
|||||
|
GNMA interest-only(2)
|
|
17
|
|
|
2,276
|
|
|
353
|
|
|
2
|
|
|
2,648
|
|
|||||
|
Agency securities(1)
|
|
—
|
|
|
662
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|||||
|
GNMA permanent securities(1)
|
|
551
|
|
|
1,048
|
|
|
31,465
|
|
|
—
|
|
|
33,064
|
|
|||||
|
Corporate bonds(1)
|
|
—
|
|
|
53,871
|
|
|
—
|
|
|
—
|
|
|
53,871
|
|
|||||
|
Total debt securities
|
|
$
|
343,834
|
|
|
$
|
884,997
|
|
|
$
|
169,743
|
|
|
$
|
2
|
|
|
$
|
1,398,576
|
|
|
|
|
(1)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
|
(2)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
|
Land
|
$
|
197,682
|
|
|
$
|
195,644
|
|
|
Building
|
820,783
|
|
|
814,314
|
|
||
|
In-place leases and other intangibles
|
159,721
|
|
|
162,002
|
|
||
|
Less: Accumulated depreciation and amortization
|
(196,853
|
)
|
|
(173,938
|
)
|
||
|
Real estate and related lease intangibles, net
|
$
|
981,333
|
|
|
$
|
998,022
|
|
|
|
|
|
|
||||
|
Below market lease intangibles, net (other liabilities)
|
$
|
(39,087
|
)
|
|
$
|
(40,367
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Depreciation expense(1)
|
$
|
7,394
|
|
|
$
|
8,063
|
|
|
$
|
22,776
|
|
|
$
|
24,058
|
|
|
Amortization expense
|
1,612
|
|
|
2,336
|
|
|
6,342
|
|
|
7,782
|
|
||||
|
Total real estate depreciation and amortization expense
|
$
|
9,006
|
|
|
$
|
10,399
|
|
|
$
|
29,118
|
|
|
$
|
31,840
|
|
|
|
|
(1)
|
Depreciation expense on the consolidated statements of income also includes $24 thousand and $18 thousand of depreciation on corporate fixed assets for the three months ended September 30, 2019 and 2018, respectively, and $74 thousand and $56 thousand of depreciation on corporate fixed assets for the nine months ended September 30, 2019 and 2018, respectively.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
|
Gross intangible assets(1)
|
$
|
159,721
|
|
|
$
|
162,002
|
|
|
Accumulated amortization
|
61,056
|
|
|
57,712
|
|
||
|
Net intangible assets
|
$
|
98,665
|
|
|
$
|
104,290
|
|
|
|
|
(1)
|
Includes $4.6 million and $5.5 million of unamortized favorable lease intangibles which are included in real estate and related lease intangibles, net on the consolidated balance sheets as of September 30, 2019 and December 31, 2018, respectively.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Reduction in operating lease income for amortization of above market lease intangibles acquired
|
$
|
(94
|
)
|
|
$
|
(155
|
)
|
|
$
|
(727
|
)
|
|
$
|
(535
|
)
|
|
Increase in operating lease income for amortization of below market lease intangibles acquired
|
564
|
|
|
500
|
|
|
1,594
|
|
|
1,821
|
|
||||
|
Period Ending December 31,
|
|
Adjustment to Operating Lease Income
|
|
Amortization Expense
|
||||
|
|
|
|
|
|
||||
|
2019 (last 3 months)
|
|
$
|
263
|
|
|
$
|
1,601
|
|
|
2020
|
|
1,054
|
|
|
6,403
|
|
||
|
2021
|
|
1,054
|
|
|
6,232
|
|
||
|
2022
|
|
1,054
|
|
|
6,232
|
|
||
|
2023
|
|
1,054
|
|
|
6,232
|
|
||
|
Thereafter
|
|
29,981
|
|
|
67,233
|
|
||
|
Total
|
|
$
|
34,460
|
|
|
$
|
93,933
|
|
|
Period Ending December 31,
|
|
Amount
|
||
|
|
|
|
||
|
2019 (last 3 months)
|
|
$
|
21,347
|
|
|
2020
|
|
80,401
|
|
|
|
2021
|
|
69,055
|
|
|
|
2022
|
|
65,936
|
|
|
|
2023
|
|
64,106
|
|
|
|
Thereafter
|
|
520,897
|
|
|
|
Total
|
|
$
|
821,742
|
|
|
Acquisition Date
|
|
Type
|
|
Primary Location(s)
|
|
Purchase Price/Fair Value on the Date of Foreclosure
|
|
Ownership Interest (1)
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Purchases of real estate
|
|
|
|
|
|
|
||||
|
February 2019
|
|
Net Lease
|
|
Houghton Lake, MI
|
|
$
|
1,242
|
|
|
100.0%
|
|
February 2019
|
|
Net Lease
|
|
Trenton, MO
|
|
1,164
|
|
|
100.0%
|
|
|
April 2019
|
|
Net Lease
|
|
Centralia, IL
|
|
1,242
|
|
|
100.0%
|
|
|
June 2019
|
|
Net Lease
|
|
Fayette, MO
|
|
1,423
|
|
|
100.0%
|
|
|
July 2019
|
|
Net Lease
|
|
Dexter, MO
|
|
1,150
|
|
|
100.0%
|
|
|
July 2019
|
|
Net Lease
|
|
Caledonia, MI
|
|
1,199
|
|
|
100.0%
|
|
|
August 2019
|
|
Net Lease
|
|
Poseyville, IN
|
|
1,220
|
|
|
100.0%
|
|
|
September 2019
|
|
Net Lease
|
|
Chillicothe, IL
|
|
1,445
|
|
|
100.0%
|
|
|
September 2019
|
|
Net Lease
|
|
Sullivan, IL
|
|
1,496
|
|
|
100.0%
|
|
|
September 2019
|
|
Net Lease
|
|
Becker, MN
|
|
1,185
|
|
|
100.0%
|
|
|
September 2019
|
|
Net Lease
|
|
Adrian, MO
|
|
1,138
|
|
|
100.0%
|
|
|
Total purchases of real estate
|
|
|
|
13,904
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||
|
Real estate acquired via foreclosure
|
|
|
|
|
||||||
|
February 2019
|
|
Diversified
|
|
Omaha, NE
|
|
18,200
|
|
|
100.0%
|
|
|
Total real estate acquired via foreclosure
|
|
18,200
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||
|
Total real estate acquisitions
|
|
|
|
$
|
32,104
|
|
|
|
||
|
|
|
(1)
|
Properties were consolidated as of acquisition date.
|
|
|
|
Purchase Price Allocation
|
||
|
|
|
|
||
|
Land
|
|
$
|
4,969
|
|
|
Building
|
|
25,571
|
|
|
|
Intangibles
|
|
2,309
|
|
|
|
Below Market Lease Intangibles
|
|
(745
|
)
|
|
|
Total purchase price
|
|
$
|
32,104
|
|
|
|
|
(1)
|
Properties were consolidated as of acquisition date.
|
|
(2)
|
Joint venture partner contributed $2.9 million to the partnership.
|
|
(3)
|
Joint venture partner contributed $4.6 million to the partnership.
|
|
|
|
Purchase Price Allocation
|
||
|
|
|
|
||
|
Land
|
|
$
|
40,019
|
|
|
Building
|
|
73,794
|
|
|
|
Intangibles
|
|
2,065
|
|
|
|
Below Market Lease Intangibles
|
|
(330
|
)
|
|
|
Total purchase price
|
|
$
|
115,548
|
|
|
Sales Date
|
|
Type
|
|
Primary Location(s)
|
|
Net Sales Proceeds
|
|
Net Book Value
|
|
Realized Gain/(Loss)
|
|
Properties
|
|
Units Sold
|
|
Units Remaining
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
N/A
|
|
Condominium
|
|
Las Vegas, NV
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Various
|
|
Condominium
|
|
Miami, FL
|
|
4,195
|
|
|
3,796
|
|
|
399
|
|
|
—
|
|
|
14
|
|
|
8
|
|
|||
|
April 2019
|
|
Diversified
|
|
Wayne, NJ
|
|
1,729
|
|
|
4,799
|
|
|
(3,070
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
May 2019
|
|
Diversified
|
|
Grand Rapids, MI
|
|
10,019
|
|
|
8,254
|
|
|
1,765
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
August 2019
|
|
Diversified
|
|
Grand Rapids, MI
|
|
6,970
|
|
|
4,920
|
|
|
2,050
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
Totals
|
|
|
|
|
|
$
|
22,913
|
|
|
$
|
21,769
|
|
|
$
|
1,144
|
|
|
|
|
|
|
|
|||
|
Sales Date
|
|
Type
|
|
Primary Location(s)
|
|
Net Sales Proceeds
|
|
Net Book Value
|
|
Realized Gain/(Loss)
|
|
Properties
|
|
Units Sold
|
|
Units Remaining
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Various
|
|
Condominium
|
|
Las Vegas, NV
|
|
$
|
6,228
|
|
|
$
|
3,116
|
|
|
$
|
3,112
|
|
|
—
|
|
|
8
|
|
|
5
|
|
|
Various
|
|
Condominium
|
|
Miami, FL
|
|
4,844
|
|
|
3,987
|
|
|
857
|
|
|
—
|
|
|
18
|
|
|
30
|
|
|||
|
March 2018
|
|
Diversified
|
|
El Monte, CA
|
|
71,807
|
|
|
52,610
|
|
|
19,197
|
|
(1)
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
March 2018
|
|
Diversified
|
|
Richmond, VA
|
|
20,966
|
|
|
11,370
|
|
|
9,596
|
|
(2)
|
1
|
|
|
—
|
|
|
—
|
|
|||
|
September 2018
|
|
Diversified
|
|
St. Paul, MN
|
|
109,275
|
|
|
47,627
|
|
|
61,648
|
|
(3)
|
4
|
|
|
—
|
|
|
—
|
|
|||
|
Totals
|
|
|
|
|
|
$
|
213,120
|
|
|
$
|
118,710
|
|
|
$
|
94,410
|
|
|
|
|
|
|
|
|||
|
|
|
(1)
|
This property had a third party investor. The third party investor has been allocated $7.0 million of the realized gain, which is included in net (income) loss attributable to noncontrolling interest in consolidated joint ventures, for the nine months ended September 30, 2018, on the consolidated statements of income.
|
|
(2)
|
This property had a third party investor. The third party investor has been allocated $0.4 million of the realized gain, which is included in net (income) loss attributable to noncontrolling interest in consolidated joint ventures, for the nine months ended September 30, 2018, on the consolidated statements of income.
|
|
(3)
|
This property had a third party investor. The third party investor has been allocated $7.9 million of the realized gain, which is included in net (income) loss attributable to noncontrolling interest in consolidated joint ventures, for the nine months ended September 30, 2018, on the consolidated statements of income.
|
|
Entity
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
|
||||
|
Grace Lake JV, LLC
|
|
$
|
3,799
|
|
|
$
|
5,316
|
|
|
24 Second Avenue Holdings LLC
|
|
47,620
|
|
|
35,038
|
|
||
|
Investment in unconsolidated joint ventures
|
|
$
|
51,419
|
|
|
$
|
40,354
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
Entity
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Grace Lake JV, LLC
|
|
$
|
517
|
|
|
$
|
605
|
|
|
$
|
1,549
|
|
|
$
|
1,138
|
|
|
24 Second Avenue Holdings LLC
|
|
577
|
|
|
(204
|
)
|
|
2,068
|
|
|
(672
|
)
|
||||
|
Earnings (loss) from investment in unconsolidated joint ventures
|
|
$
|
1,094
|
|
|
$
|
401
|
|
|
$
|
3,617
|
|
|
$
|
466
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
|
||||
|
Total assets
|
|
$
|
123,871
|
|
|
$
|
167,837
|
|
|
Total liabilities
|
|
80,333
|
|
|
116,667
|
|
||
|
Partners’/members’ capital
|
|
$
|
43,538
|
|
|
$
|
51,170
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total revenues
|
|
$
|
3,915
|
|
|
$
|
4,351
|
|
|
$
|
14,945
|
|
|
$
|
13,671
|
|
|
Total expenses
|
|
4,595
|
|
|
3,415
|
|
|
12,029
|
|
|
9,788
|
|
||||
|
Net income (loss)
|
|
$
|
(680
|
)
|
|
$
|
936
|
|
|
$
|
2,916
|
|
|
$
|
3,883
|
|
|
Debt Obligations
|
|
Committed Financing
|
|
Debt Obligations Outstanding
|
|
Committed but Unfunded
|
|
Interest Rate at September 30, 2019(1)
|
|
Current Term Maturity
|
|
Remaining Extension Options
|
|
Eligible Collateral
|
|
Carrying Amount of Collateral
|
|
Fair Value of Collateral
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Committed Loan Repurchase Facility
|
|
$
|
600,000
|
|
|
$
|
191,031
|
|
|
$
|
408,969
|
|
|
3.78% - 4.28%
|
|
2/24/2022
|
|
(2)
|
|
(3)
|
|
$
|
283,517
|
|
|
$
|
283,746
|
|
|
|
Committed Loan Repurchase Facility
|
|
350,000
|
|
|
63,996
|
|
|
286,004
|
|
|
4.25% - 4.60%
|
|
5/24/2020
|
|
(4)
|
|
(5)
|
|
100,354
|
|
|
102,616
|
|
|
|||||
|
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
211,350
|
|
|
88,650
|
|
|
4.00% - 4.53%
|
|
4/10/2020
|
|
(6)
|
|
(7)
|
|
343,448
|
|
|
343,448
|
|
|
|||||
|
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
116,043
|
|
|
183,957
|
|
|
3.81% - 4.06%
|
|
5/6/2021
|
|
(8)
|
|
(3)
|
|
174,001
|
|
|
174,353
|
|
|
|||||
|
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
87,174
|
|
|
12,826
|
|
|
4.02% - 4.28%
|
|
7/20/2021
|
|
(9)
|
|
(3)
|
|
135,373
|
|
|
135,606
|
|
|
|||||
|
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
90,927
|
|
|
9,073
|
|
|
4.03%
|
|
3/26/2020
|
|
(10)
|
|
(11)
|
|
121,899
|
|
|
121,899
|
|
|
|||||
|
Total Committed Loan Repurchase Facilities
|
|
1,750,000
|
|
|
760,521
|
|
|
989,479
|
|
|
|
|
|
|
|
|
|
|
1,158,592
|
|
|
1,161,668
|
|
|
|||||
|
Committed Securities Repurchase Facility
|
|
400,000
|
|
|
85,457
|
|
|
314,543
|
|
|
2.38% - 2.87%
|
|
3/4/2021
|
|
N/A
|
|
(12)
|
|
103,547
|
|
|
103,547
|
|
|
|||||
|
Uncommitted Securities Repurchase Facility
|
|
N/A (12)
|
|
|
940,070
|
|
|
N/A (13)
|
|
|
2.45% - 3.78%
|
|
10/2019 - 12/2019
|
|
N/A
|
|
(12)
|
|
1,047,663
|
|
|
1,047,663
|
|
(14)
|
|||||
|
Total Repurchase Facilities
|
|
2,150,000
|
|
|
1,786,048
|
|
|
1,304,022
|
|
|
|
|
|
|
|
|
|
|
2,309,802
|
|
|
2,312,878
|
|
|
|||||
|
Revolving Credit Facility
|
|
266,430
|
|
|
—
|
|
|
266,430
|
|
|
NA
|
|
2/11/2020
|
|
(15)
|
|
N/A (16)
|
|
N/A (16)
|
|
|
N/A (16)
|
|
|
|||||
|
Mortgage Loan Financing
|
|
723,313
|
|
|
723,313
|
|
|
—
|
|
|
4.25% - 6.75%
|
|
2020 - 2029(17)
|
|
N/A
|
|
(18)
|
|
902,656
|
|
|
1,093,952
|
|
(19)
|
|||||
|
CLO Debt
|
|
117,760
|
|
|
117,760
|
|
(20)
|
—
|
|
|
3.40% - 5.62%
|
|
2021-2034
|
|
N/A
|
|
(21)
|
|
274,149
|
|
|
274,523
|
|
|
|||||
|
Borrowings from the FHLB
|
|
1,945,795
|
|
|
1,076,449
|
|
|
869,346
|
|
|
1.47% - 2.95%
|
|
2019 - 2024
|
|
N/A
|
|
(22)
|
|
1,411,022
|
|
|
1,422,246
|
|
(23)
|
|||||
|
Senior Unsecured Notes
|
|
1,166,201
|
|
|
1,157,117
|
|
(24)
|
—
|
|
|
5.250% - 5.875%
|
|
2021 - 2025
|
|
N/A
|
|
N/A (25)
|
|
N/A (25)
|
|
|
N/A (25)
|
|
|
|||||
|
Total Debt Obligations, Net
|
|
$
|
6,369,499
|
|
|
$
|
4,860,687
|
|
|
$
|
2,439,798
|
|
|
|
|
|
|
|
|
|
|
$
|
4,897,629
|
|
|
$
|
5,103,599
|
|
|
|
|
|
(1)
|
September 2019 LIBOR rates are used to calculate interest rates for floating rate debt.
|
|
(2)
|
Two additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.
|
|
(3)
|
First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
|
(4)
|
One additional 12-month period at Company’s option.
|
|
(5)
|
First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.
|
|
(6)
|
One additional 364-day period with Bank’s consent.
|
|
(7)
|
First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
|
(8)
|
One additional 12-month extension period and two additional 6-month extension periods at Company’s option.
|
|
(9)
|
One additional 12-month extension period at Company’s option. No new advances are permitted after the initial maturity date.
|
|
(10)
|
The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.
|
|
(11)
|
First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.
|
|
(12)
|
Commercial real estate securities. It does not include the real estate collateralizing such securities.
|
|
(13)
|
Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.
|
|
(14)
|
Includes $2.3 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
|
|
(15)
|
Three additional 12-month periods at Company’s option.
|
|
(16)
|
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.
|
|
(17)
|
Anticipated repayment dates.
|
|
(18)
|
Certain of our real estate investments serve as collateral for our mortgage loan financing.
|
|
(19)
|
Using undepreciated carrying value of commercial real estate to approximate fair value.
|
|
(20)
|
Presented net of unamortized debt issuance costs of $0.4 million at September 30, 2019.
|
|
(21)
|
First mortgage commercial real estate loans and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
|
(22)
|
First mortgage commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.
|
|
(23)
|
Includes $9.9 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
|
|
(24)
|
Presented net of unamortized debt issuance costs of $9.1 million at September 30, 2019.
|
|
(25)
|
The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.
|
|
Debt Obligations
|
|
Committed Financing
|
|
Debt Obligations Outstanding
|
|
Committed but Unfunded
|
|
Interest Rate at December 31, 2018(1)
|
|
Current Term Maturity
|
|
Remaining Extension Options
|
|
Eligible Collateral
|
|
Carrying Amount of Collateral
|
|
Fair Value of Collateral
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Committed Loan Repurchase Facility
|
|
$
|
600,000
|
|
|
$
|
180,597
|
|
|
$
|
419,403
|
|
|
4.21% - 4.96%
|
|
10/1/2020
|
|
(2)
|
|
(3)
|
|
$
|
262,642
|
|
|
$
|
261,602
|
|
|
|
|
Committed Loan Repurchase Facility
|
|
350,000
|
|
|
63,679
|
|
|
286,321
|
|
|
4.68% - 4.98%
|
|
5/24/2019
|
|
(4)
|
|
(5)
|
|
87,385
|
|
|
88,762
|
|
|
||||||
|
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
120,631
|
|
|
179,369
|
|
|
4.46% - 4.96%
|
|
4/7/2019
|
|
(6)
|
|
(7)
|
|
204,747
|
|
|
205,219
|
|
|
||||||
|
Committed Loan Repurchase Facility
|
|
300,000
|
|
|
79,886
|
|
|
220,114
|
|
|
4.44% - 4.94%
|
|
5/6/2021
|
|
(8)
|
|
(3)
|
|
117,382
|
|
|
117,366
|
|
|
||||||
|
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
52,738
|
|
|
47,262
|
|
|
4.58% - 4.96%
|
|
7/20/2021
|
|
(9)
|
|
(3)
|
|
72,154
|
|
|
72,154
|
|
|
||||||
|
Committed Loan Repurchase Facility
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
NA
|
|
12/26/2019
|
|
(10)
|
|
(11)
|
|
—
|
|
|
—
|
|
|
||||||
|
Total Committed Loan Repurchase Facilities
|
|
1,750,000
|
|
|
497,531
|
|
|
1,252,469
|
|
|
|
|
|
|
|
|
|
|
744,310
|
|
|
745,103
|
|
|
||||||
|
Committed Securities Repurchase Facility
|
|
400,000
|
|
|
—
|
|
|
400,000
|
|
|
NA
|
|
9/30/2019
|
|
N/A
|
|
(12)
|
|
—
|
|
|
—
|
|
|
||||||
|
Uncommitted Securities Repurchase Facility
|
|
N/A (12)
|
|
|
166,154
|
|
|
N/A (13)
|
|
|
2.99% - 4.55%
|
|
1/2019 - 3/2019
|
|
N/A
|
|
(12)
|
|
187,803
|
|
|
187,803
|
|
(14)(15)
|
||||||
|
Total Repurchase Facilities
|
|
2,150,000
|
|
|
663,685
|
|
|
1,652,469
|
|
|
|
|
|
|
|
|
|
|
932,113
|
|
|
932,906
|
|
|
||||||
|
Revolving Credit Facility
|
|
266,430
|
|
|
—
|
|
|
266,430
|
|
|
NA
|
|
2/11/2019
|
|
(16)
|
|
N/A (17)
|
|
N/A (17)
|
|
|
N/A (17)
|
|
|
||||||
|
Mortgage Loan Financing
|
|
743,902
|
|
|
743,902
|
|
|
—
|
|
|
4.25% - 7.00%
|
|
2020 - 2028(18)
|
|
N/A
|
|
(19)
|
|
939,362
|
|
|
1,108,968
|
|
(20)
|
||||||
|
CLO Debt
|
|
601,543
|
|
|
601,543
|
|
(21
|
)
|
—
|
|
|
3.34% - 6.06%
|
|
2021-2034
|
|
N/A
|
|
(22)
|
|
710,502
|
|
|
710,737
|
|
|
|||||
|
Participation Financing - Mortgage Loan Receivable
|
|
2,453
|
|
|
2,453
|
|
|
—
|
|
|
17.00%
|
|
6/6/2019
|
|
N/A
|
|
(3)
|
|
2,453
|
|
|
2,453
|
|
|
||||||
|
Borrowings from the FHLB
|
|
1,933,522
|
|
|
1,286,000
|
|
|
647,522
|
|
|
1.18% - 3.01%
|
|
2019 - 2024
|
|
N/A
|
|
(23)
|
|
1,652,952
|
|
|
1,655,150
|
|
(24)
|
||||||
|
Senior Unsecured Notes
|
|
1,166,201
|
|
|
1,154,991
|
|
(25)
|
—
|
|
|
5.250% - 5.875%
|
|
2021 - 2025
|
|
N/A
|
|
N/A (26)
|
|
N/A (26)
|
|
|
N/A (26)
|
|
|
||||||
|
Total Debt Obligations
|
|
$
|
6,864,051
|
|
|
$
|
4,452,574
|
|
|
$
|
2,566,421
|
|
|
|
|
|
|
|
|
|
|
$
|
4,237,382
|
|
|
$
|
4,410,214
|
|
|
|
|
|
|
(1)
|
December 31, 2018 LIBOR rates are used to calculate interest rates for floating rate debt.
|
|
(2)
|
Two additional 12-month periods at Company’s option. No new advances are permitted after the initial maturity date.
|
|
(3)
|
First mortgage commercial real estate loans and senior and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
|
(4)
|
Two additional 12-month periods at Company’s option.
|
|
(5)
|
First mortgage commercial real estate loans. It does not include the real estate collateralizing such loans.
|
|
(6)
|
One additional 364-day periods at Company’s option and one additional 364-day period with Bank’s consent.
|
|
(7)
|
First mortgage and mezzanine commercial real estate loans and senior pari passu interests therein. It does not include the real estate collateralizing such loans.
|
|
(8)
|
One additional 12-month extension period and two additional 6-month extension periods at Company’s option.
|
|
(9)
|
One additional 12-month extension period at Company’s option. No new advances are permitted after the initial maturity date.
|
|
(10)
|
The Company may extend periodically with lender’s consent. At no time can the maturity of the facility exceed 364 days from the date of determination.
|
|
(11)
|
First mortgage, junior and mezzanine commercial real estate loans, and certain senior and/or pari passu interests therein.
|
|
(12)
|
Commercial real estate securities. It does not include the real estate collateralizing such securities.
|
|
(13)
|
Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.
|
|
(14)
|
Includes $3.0 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
|
|
(15)
|
Includes $6.0 million of securities purchased in the secondary market of the Company’s October 2017 CLO issuance. These securities are not included in real estate securities but were rather considered a partial retirement of CLO debt.
|
|
(16)
|
Four additional 12-month periods at Company’s option.
|
|
(17)
|
The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.
|
|
(18)
|
Anticipated repayment dates.
|
|
(19)
|
Certain of our real estate investments serve as collateral for our mortgage loan financing.
|
|
(20)
|
Using undepreciated carrying value of commercial real estate to approximate fair value.
|
|
(21)
|
Presented net of unamortized debt issuance costs of $2.6 million at December 31, 2018.
|
|
(22)
|
First mortgage commercial real estate loans and pari passu interests therein. It does not include the real estate collateralizing such loans.
|
|
(23)
|
First mortgage commercial real estate loans and investment grade commercial real estate securities. It does not include the real estate collateralizing such loans and securities.
|
|
(24)
|
Includes $9.7 million of restricted securities under the risk retention rules of Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.
|
|
(25)
|
Presented net of unamortized debt issuance costs of $11.2 million at December 31, 2018.
|
|
(26)
|
The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.
|
|
1.
|
New advances (including any existing advances that are extended during the Transition Period) will have maturity dates on or before February 19, 2021; and
|
|
2.
|
The FHLB will make new advances to Tuebor subject to a requirement that Tuebor’s total outstanding advances do not exceed 40% of Tuebor’s total assets.
|
|
Period ending December 31,
|
|
Borrowings by
Maturity(1)
|
||
|
|
|
|
|
|
|
2019 (last 3 months)
|
|
$
|
1,039,597
|
|
|
2020
|
|
1,052,894
|
|
|
|
2021
|
|
876,649
|
|
|
|
2022
|
|
655,706
|
|
|
|
2023
|
|
559,422
|
|
|
|
Thereafter
|
|
680,935
|
|
|
|
Subtotal
|
|
4,865,203
|
|
|
|
Debt issuance costs included in senior unsecured notes
|
|
(9,084
|
)
|
|
|
Debt issuance costs included in CLO debt
|
|
(394
|
)
|
|
|
Debt issuance costs included in mortgage loan financing
|
|
(380
|
)
|
|
|
Premiums included in mortgage loan financing(2)
|
|
5,342
|
|
|
|
Total
|
|
$
|
4,860,687
|
|
|
|
|
(1)
|
Contractual payments under current maturities, some of which are subject to extensions. The maturities listed above for 2019 relate to debt obligations that are subject to existing Company controlled extension options for one or more additional one year periods or could be refinanced by other existing facilities as of September 30, 2019.
|
|
(2)
|
Deferred gains on intercompany loans, secured by our own real estate, sold into securitizations. These premiums are amortized as a reduction to interest expense.
|
|
|
|
|
|
Fair Value
|
|
Remaining
Maturity
(years)
|
||||||||
|
Contract Type
|
|
Notional
|
|
Asset(1)
|
|
Liability(1)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
Caps
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
1 Month LIBOR
|
|
$
|
69,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0.61
|
|
Futures
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
5-year Swap
|
|
49,200
|
|
|
—
|
|
|
20
|
|
|
0.25
|
|||
|
10-year Swap
|
|
149,500
|
|
|
—
|
|
|
61
|
|
|
0.25
|
|||
|
5-year U.S. Treasury Note
|
|
2,200
|
|
|
—
|
|
|
1
|
|
|
0.25
|
|||
|
Total futures
|
|
200,900
|
|
|
—
|
|
|
82
|
|
|
|
|||
|
Credit derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
S&P 500 Put Options
|
|
6,000
|
|
|
22
|
|
|
—
|
|
|
0.30
|
|||
|
Total credit derivatives
|
|
6,000
|
|
|
22
|
|
|
—
|
|
|
|
|||
|
Total derivatives
|
|
$
|
276,471
|
|
|
$
|
22
|
|
|
$
|
82
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Remaining
Maturity
(years)
|
||||||||
|
Contract Type
|
|
Notional
|
|
Asset(1)
|
|
Liability(1)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
Caps
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
1MO LIBOR
|
|
$
|
69,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1.35
|
|
Futures
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
5-year Swap
|
|
$
|
274,900
|
|
|
$
|
—
|
|
|
$
|
526
|
|
|
0.25
|
|
10-year Swap
|
|
227,700
|
|
|
—
|
|
|
436
|
|
|
0.25
|
|||
|
5-year U.S. Treasury Note
|
|
6,800
|
|
|
—
|
|
|
13
|
|
|
0.25
|
|||
|
Total futures
|
|
509,400
|
|
|
—
|
|
|
975
|
|
|
|
|||
|
Total derivatives
|
|
$
|
578,971
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||
|
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Contract Type
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Futures
|
$
|
(618
|
)
|
|
$
|
(8,868
|
)
|
|
$
|
(9,486
|
)
|
|
$
|
892
|
|
|
$
|
(36,761
|
)
|
|
$
|
(35,869
|
)
|
|
Credit Derivatives
|
(3
|
)
|
|
24
|
|
|
21
|
|
|
(3
|
)
|
|
(84
|
)
|
|
(87
|
)
|
||||||
|
Total
|
$
|
(621
|
)
|
|
$
|
(8,844
|
)
|
|
$
|
(9,465
|
)
|
|
$
|
889
|
|
|
$
|
(36,845
|
)
|
|
$
|
(35,956
|
)
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
|
Unrealized
Gain/(Loss)
|
|
Realized
Gain/(Loss)
|
|
Net Result
from
Derivative
Transactions
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Contract Type
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Futures
|
$
|
(940
|
)
|
|
$
|
8,099
|
|
|
$
|
7,159
|
|
|
$
|
(52
|
)
|
|
$
|
28,985
|
|
|
$
|
28,933
|
|
|
Swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
1,403
|
|
|
(848
|
)
|
|
555
|
|
||||||
|
Credit Derivatives
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
|
5
|
|
|
(337
|
)
|
|
(332
|
)
|
||||||
|
Total
|
$
|
(984
|
)
|
|
$
|
8,099
|
|
|
$
|
7,115
|
|
|
$
|
1,356
|
|
|
$
|
27,800
|
|
|
$
|
29,156
|
|
|
Description
|
|
Gross amounts of
recognized assets
|
|
Gross amounts
offset in the
balance sheet
|
|
Net amounts of
assets presented
in the balance
sheet
|
|
Gross amounts not offset in the
balance sheet
|
|
Net amount
|
||||||||||||||
|
|
|
|
|
Financial
instruments
|
|
Cash collateral
received/(posted)(1)
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Derivatives
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
Total
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
|
|
Description
|
|
Gross amounts of
recognized
liabilities
|
|
Gross amounts
offset in the
balance sheet
|
|
Net amounts of
liabilities
presented in the
balance sheet
|
|
Gross amounts not offset in the
balance sheet
|
|
Net amount
|
||||||||||||||
|
|
|
|
|
Financial
instruments
collateral
|
|
Cash collateral
posted/(received)(1)
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Derivatives
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
Repurchase agreements
|
|
$
|
1,786,048
|
|
|
$
|
—
|
|
|
$
|
1,786,048
|
|
|
$
|
1,786,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
$
|
1,786,130
|
|
|
$
|
—
|
|
|
$
|
1,786,130
|
|
|
$
|
1,786,048
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
|
|
Description
|
|
Gross amounts of
recognized
liabilities
|
|
Gross amounts
offset in the
balance sheet
|
|
Net amounts of
liabilities
presented in the
balance sheet
|
|
Gross amounts not offset in the
balance sheet
|
|
Net amount
|
||||||||||||||
|
|
|
|
|
Financial
instruments
collateral
|
|
Cash collateral
posted/(received)
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Derivatives
|
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
Repurchase agreements
|
|
663,685
|
|
|
—
|
|
|
663,685
|
|
|
663,685
|
|
|
—
|
|
|
—
|
|
||||||
|
Total
|
|
$
|
664,660
|
|
|
$
|
—
|
|
|
$
|
664,660
|
|
|
$
|
663,685
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
Notes 3 & 7
|
|
Notes 3 & 7
|
||||
|
|
|
|
|
||||
|
Mortgage loan receivables held for investment, net, at amortized cost
|
$
|
274,149
|
|
|
$
|
710,502
|
|
|
Accrued interest receivable
|
1,363
|
|
|
3,921
|
|
||
|
Other assets(1)
|
—
|
|
|
81,390
|
|
||
|
Total assets
|
$
|
275,512
|
|
|
$
|
795,813
|
|
|
|
|
|
|
||||
|
Senior and unsecured debt obligations
|
$
|
117,760
|
|
|
$
|
607,440
|
|
|
Accrued expenses
|
306
|
|
|
1,471
|
|
||
|
Other liabilities
|
2
|
|
|
2
|
|
||
|
Total liabilities
|
118,068
|
|
|
608,913
|
|
||
|
|
|
|
|
||||
|
Net equity in VIEs (eliminated in consolidation)
|
157,444
|
|
|
186,900
|
|
||
|
Total equity
|
157,444
|
|
|
186,900
|
|
||
|
|
|
|
|
||||
|
Total liabilities and equity
|
$
|
275,512
|
|
|
$
|
795,813
|
|
|
|
|
(1)
|
Primarily consists of loan repayments in transit as of December 31, 2018.
|
|
|
|
Shares
|
|
Amount(1)
|
|||
|
|
|
|
|
|
|||
|
Authorizations remaining as of December 31, 2018
|
|
|
|
$
|
41,769
|
|
|
|
Additional authorizations
|
|
|
|
—
|
|
||
|
Repurchases paid
|
|
40,065
|
|
|
(637
|
)
|
|
|
Repurchases unsettled
|
|
|
|
—
|
|
||
|
Authorizations remaining as of September 30, 2019
|
|
|
|
$
|
41,132
|
|
|
|
|
|
|
|
Shares
|
|
Amount(1)
|
|||
|
|
|
|
|
|
|||
|
Authorizations remaining as of December 31, 2017
|
|
|
|
$
|
41,769
|
|
|
|
Additional authorizations
|
|
|
|
—
|
|
||
|
Repurchases paid
|
|
—
|
|
|
—
|
|
|
|
Repurchases unsettled
|
|
|
|
—
|
|
||
|
Authorizations remaining as of September 30, 2018
|
|
|
|
$
|
41,769
|
|
|
|
|
|
Declaration Date
|
|
Dividend per Share
|
||
|
|
|
|
||
|
February 27, 2019
|
|
$
|
0.340
|
|
|
May 30, 2019
|
|
0.340
|
|
|
|
August 22, 2019
|
|
0.340
|
|
|
|
Total
|
|
$
|
1.020
|
|
|
|
|
|
||
|
February 27, 2018
|
|
$
|
0.315
|
|
|
May 30, 2018
|
|
0.325
|
|
|
|
September 5, 2018
|
|
0.325
|
|
|
|
Total
|
|
$
|
0.965
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
|
|
|
|
|
|
|
|
||||||
|
December 31, 2018
|
|
$
|
(4,649
|
)
|
|
$
|
(588
|
)
|
|
$
|
(5,237
|
)
|
|
Other comprehensive income (loss)
|
|
14,935
|
|
|
1,840
|
|
|
16,775
|
|
|||
|
Exchange of noncontrolling interest for common stock
|
|
64
|
|
|
(64
|
)
|
|
—
|
|
|||
|
Rebalancing of ownership percentage between Company and Operating Partnership
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
|||
|
September 30, 2019
|
|
$
|
10,367
|
|
|
$
|
1,171
|
|
|
$
|
11,538
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Other Comprehensive Income (Loss) of Noncontrolling Interests
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
|
|
|
|
|
|
|
|
||||||
|
December 31, 2017
|
|
$
|
(212
|
)
|
|
$
|
116
|
|
|
$
|
(96
|
)
|
|
Other comprehensive income (loss)
|
|
(8,230
|
)
|
|
(1,428
|
)
|
|
(9,658
|
)
|
|||
|
Exchange of noncontrolling interest for common stock
|
|
(167
|
)
|
|
167
|
|
|
—
|
|
|||
|
Rebalancing of ownership percentage between Company and Operating Partnership
|
|
27
|
|
|
(27
|
)
|
|
—
|
|
|||
|
September 30, 2018
|
|
$
|
(8,582
|
)
|
|
$
|
(1,172
|
)
|
|
$
|
(9,754
|
)
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
($ in thousands except share amounts)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic Net income (loss) available for Class A common shareholders
|
|
$
|
27,576
|
|
|
$
|
66,630
|
|
|
$
|
81,996
|
|
|
$
|
155,911
|
|
|
Diluted Net income (loss) available for Class A common shareholders
|
|
$
|
27,576
|
|
|
$
|
74,038
|
|
|
$
|
81,996
|
|
|
$
|
177,875
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic
|
|
106,004,152
|
|
|
96,935,986
|
|
|
105,264,752
|
|
|
96,317,513
|
|
||||
|
Diluted
|
|
106,603,713
|
|
|
110,650,253
|
|
|
106,232,581
|
|
|
110,482,991
|
|
||||
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
(In thousands except share amounts)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic Net Income (Loss) Per Share of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net income (loss) attributable to Class A common shareholders
|
|
$
|
27,576
|
|
|
$
|
66,630
|
|
|
$
|
81,996
|
|
|
$
|
155,911
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted average number of shares of Class A common stock outstanding
|
|
106,004,152
|
|
|
96,935,986
|
|
|
105,264,752
|
|
|
96,317,513
|
|
||||
|
Basic net income (loss) per share of Class A common stock
|
|
$
|
0.26
|
|
|
$
|
0.69
|
|
|
$
|
0.78
|
|
|
$
|
1.62
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted Net Income (Loss) Per Share of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net income (loss) attributable to Class A common shareholders
|
|
$
|
27,576
|
|
|
$
|
66,630
|
|
|
$
|
81,996
|
|
|
$
|
155,911
|
|
|
Add (deduct) - dilutive effect of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Amounts attributable to operating partnership’s share of Ladder Capital Corp net income (loss)
|
|
—
|
|
|
8,991
|
|
|
—
|
|
|
22,786
|
|
||||
|
Additional corporate tax (expense) benefit
|
|
—
|
|
|
(1,583
|
)
|
|
—
|
|
|
(822
|
)
|
||||
|
Diluted net income (loss) attributable to Class A common shareholders
|
|
27,576
|
|
|
74,038
|
|
|
81,996
|
|
|
177,875
|
|
||||
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Basic weighted average number of shares of Class A common stock outstanding
|
|
106,004,152
|
|
|
96,935,986
|
|
|
105,264,752
|
|
|
96,317,513
|
|
||||
|
Add - dilutive effect of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Shares issuable relating to converted Class B common shareholders
|
|
—
|
|
|
13,202,202
|
|
|
—
|
|
|
13,800,597
|
|
||||
|
Incremental shares of unvested Class A restricted stock
|
|
599,561
|
|
|
512,065
|
|
|
967,829
|
|
|
364,881
|
|
||||
|
Diluted weighted average number of shares of Class A common stock outstanding
|
|
106,603,713
|
|
|
110,650,253
|
|
|
106,232,581
|
|
|
110,482,991
|
|
||||
|
Diluted net income (loss) per share of Class A common stock
|
|
$
|
0.26
|
|
|
$
|
0.67
|
|
|
$
|
0.77
|
|
|
$
|
1.61
|
|
|
|
|
(1)
|
For three and nine months ended September 30, 2019, shares issuable relating to converted Class B common shareholders are excluded from the calculation of diluted EPS as the inclusion of such potential common shares in the calculation would be anti-dilutive.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Stock Based Compensation Expense:
|
|
|
|
|
|
|
|
||||||||
|
Annual Incentive Awards Granted in 2015 with Respect to 2014 Performance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
Annual Incentive Awards Granted in 2016 with Respect to 2015 Performance
|
—
|
|
|
323
|
|
|
131
|
|
|
971
|
|
||||
|
Annual Incentive Awards Granted in 2017 with Respect to 2016 Performance(1)
|
280
|
|
|
524
|
|
|
955
|
|
|
1,655
|
|
||||
|
Other 2017 Restricted Stock Awards(1)
|
25
|
|
|
76
|
|
|
102
|
|
|
257
|
|
||||
|
Annual Incentive Awards Granted in 2017 with Respect to 2017 Performance(1)
|
596
|
|
|
1,122
|
|
|
1,961
|
|
|
3,325
|
|
||||
|
2018 Restricted Stock Awards
|
—
|
|
|
95
|
|
|
32
|
|
|
230
|
|
||||
|
Other 2018 Restricted Stock Awards(1)
|
11
|
|
|
9
|
|
|
31
|
|
|
12
|
|
||||
|
Annual Incentive Awards Granted in 2019 with Respect to 2018 Performance(1)
|
2,509
|
|
|
—
|
|
|
14,804
|
|
|
—
|
|
||||
|
2019 Restricted Stock Awards
|
148
|
|
|
—
|
|
|
297
|
|
|
—
|
|
||||
|
Other Employee/Director Awards
|
6
|
|
|
13
|
|
|
23
|
|
|
45
|
|
||||
|
Total Stock Based Compensation Expense
|
$
|
3,575
|
|
|
$
|
2,162
|
|
|
$
|
18,336
|
|
|
$
|
6,667
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Phantom Equity Investment Plan
|
$
|
343
|
|
|
$
|
—
|
|
|
$
|
1,047
|
|
|
$
|
—
|
|
|
Ladder Capital Corp Deferred Compensation Plan
|
$
|
—
|
|
|
$
|
601
|
|
|
$
|
—
|
|
|
$
|
1,519
|
|
|
Bonus Expense
|
$
|
6,533
|
|
|
$
|
9,210
|
|
|
$
|
21,035
|
|
|
$
|
26,772
|
|
|
|
|
(1)
|
Includes immediate vesting of retirement eligible employees, including Brian Harris, our Chief Executive Officer.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
|
Number
of Shares/Options |
|
Weighted
Average Fair Value
Per Share
|
|
Number
of Shares |
|
Weighted
Average Fair Value Per Share |
|
Number
of Shares/Options |
|
Weighted
Average Fair Value Per Share |
|
Number
of Shares/Options |
|
Weighted
Average Fair Value Per Share |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Grants - Class A Common Stock (restricted)
|
23,443
|
|
|
$
|
16.58
|
|
|
4,720
|
|
|
$
|
15.89
|
|
|
1,569,694
|
|
|
$
|
17.54
|
|
|
33,656
|
|
|
$
|
14.86
|
|
|
Grants - Class A Common Stock (restricted) dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,113
|
|
|
16.61
|
|
|
—
|
|
|
—
|
|
||||
|
Stock Options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,073
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
Restricted Stock
|
|
Stock Options
|
||
|
|
|
|
|
||
|
Nonvested/Outstanding at December 31, 2018
|
1,118,194
|
|
|
982,135
|
|
|
Granted
|
1,580,807
|
|
|
12,073
|
|
|
Exercised
|
|
|
—
|
|
|
|
Vested
|
(1,122,107
|
)
|
|
|
|
|
Forfeited
|
(8,702
|
)
|
|
—
|
|
|
Expired
|
|
|
—
|
|
|
|
Nonvested/Outstanding at September 30, 2019
|
1,568,192
|
|
|
994,208
|
|
|
|
|
|
|
||
|
Exercisable at September 30, 2019
|
|
|
994,208
|
|
|
|
|
Restricted Stock
|
|
Stock Options
|
||
|
|
|
|
|
||
|
Nonvested/Outstanding at December 31, 2017
|
1,252,365
|
|
|
982,135
|
|
|
Granted
|
33,656
|
|
|
—
|
|
|
Exercised
|
|
|
—
|
|
|
|
Vested
|
(138,216
|
)
|
|
|
|
|
Forfeited
|
(26,061
|
)
|
|
—
|
|
|
Expired
|
|
|
—
|
|
|
|
Nonvested/Outstanding at September 30, 2018
|
1,121,744
|
|
|
982,135
|
|
|
|
|
|
|
||
|
Exercisable at September 30, 2018
|
|
|
929,701
|
|
|
|
1.
|
Compensation expense for stock granted to Brian Harris will be expensed immediately in accordance with the Harris Retirement Eligibility Date.
|
|
2.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to Pamela McCormack will be expensed 1/3 each year, for three years, on an annual basis in advance of the McCormack Retirement Eligibility Date.
|
|
3.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to Michael Mazzei will be expensed 1/3 each year, for three years, on an annual basis.
|
|
4.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to the Management Grantees other than Mr. Harris, Ms. McCormack and Mr. Mazzei will be expensed 1/3 each year, for three years, on an annual basis in advance of the Executive Retirement Eligibility Date.
|
|
1.
|
Compensation expense for stock granted to Brian Harris will be expensed immediately in accordance with the Harris Retirement Eligibility Date.
|
|
2.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to Pamela McCormack will be expensed 1/3 each year, for three years, on an annual basis in advance of the McCormack Retirement Eligibility Date.
|
|
3.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to the Management Grantees other than Mr. Harris and Ms. McCormack will be expensed 1/3 each year, for three years, on an annual basis in advance of the Executive Retirement Eligibility Date.
|
|
1.
|
Compensation expense for stock granted to Brian Harris will be expensed immediately in accordance with the Harris Retirement Eligibility Date.
|
|
2.
|
Compensation expense for restricted stock subject to time-based vesting criteria granted to Pamela McCormack will be expensed 1/3 each year, for three years, on an annual basis in advance of the McCormack Retirement Eligibility Date.
|
|
3.
|
Having attained their Executive Retirement Eligibility Date, compensation expense for restricted stock subject to time-based vesting criteria granted to Messrs. Fox, Harney, and Perelman was fully vested at grant date.
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|||||||||
|
|
Outstanding
Face Amount
|
|
Amortized Cost Basis/Purchase Price
|
|
Fair Value
|
|
Fair Value Method
|
|
Yield
%
|
|
Remaining
Maturity/Duration (years)
|
|||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
CMBS(1)
|
$
|
1,779,458
|
|
|
$
|
1,780,233
|
|
|
$
|
1,788,712
|
|
|
Internal model, third-party inputs
|
|
3.14
|
%
|
|
2.38
|
|
CMBS interest-only(1)
|
2,139,357
|
|
(2)
|
39,961
|
|
|
41,440
|
|
|
Internal model, third-party inputs
|
|
3.65
|
%
|
|
2.61
|
|||
|
GNMA interest-only(3)
|
113,096
|
|
(2)
|
2,202
|
|
|
2,026
|
|
|
Internal model, third-party inputs
|
|
9.65
|
%
|
|
2.73
|
|||
|
Agency securities(1)
|
641
|
|
|
652
|
|
|
654
|
|
|
Internal model, third-party inputs
|
|
1.74
|
%
|
|
1.97
|
|||
|
GNMA permanent securities(1)
|
31,760
|
|
|
31,984
|
|
|
32,795
|
|
|
Internal model, third-party inputs
|
|
3.27
|
%
|
|
4.55
|
|||
|
Corporate bonds(1)
|
32,088
|
|
|
31,604
|
|
|
32,372
|
|
|
Internal model, third-party inputs
|
|
4.81
|
%
|
|
1.31
|
|||
|
Equity securities(3)
|
N/A
|
|
|
13,720
|
|
|
13,457
|
|
|
Observable market prices
|
|
N/A
|
|
|
N/A
|
|||
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Mortgage loan receivables held for investment, net, at amortized cost
|
3,249,711
|
|
|
3,231,443
|
|
|
3,249,383
|
|
|
Discounted Cash Flow(4)
|
|
7.29
|
%
|
|
1.37
|
|||
|
Provision for loan losses
|
N/A
|
|
|
(18,500
|
)
|
|
(18,500
|
)
|
|
(5)
|
|
N/A
|
|
|
N/A
|
|||
|
Mortgage loan receivables held for sale
|
173,957
|
|
|
174,214
|
|
|
182,716
|
|
|
Internal model, third-party inputs(6)
|
|
4.59
|
%
|
|
9.68
|
|||
|
FHLB stock(7)
|
61,619
|
|
|
61,619
|
|
|
61,619
|
|
|
(7)
|
|
5.50
|
%
|
|
N/A
|
|||
|
Nonhedge derivatives(1)(8)
|
6,000
|
|
|
N/A
|
|
|
22
|
|
|
Counterparty quotations
|
|
N/A
|
|
|
0.30
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Repurchase agreements - short-term
|
1,486,049
|
|
|
1,486,049
|
|
|
1,486,049
|
|
|
Discounted Cash Flow(9)
|
|
2.65
|
%
|
|
0.18
|
|||
|
Repurchase agreements - long-term
|
299,999
|
|
|
299,999
|
|
|
299,999
|
|
|
Discounted Cash Flow(10)
|
|
3.20
|
%
|
|
1.28
|
|||
|
Mortgage loan financing
|
718,351
|
|
|
723,313
|
|
|
748,489
|
|
|
Discounted Cash Flow(10)
|
|
4.96
|
%
|
|
1.51
|
|||
|
CLO debt
|
117,760
|
|
|
117,760
|
|
|
117,760
|
|
|
Discounted Cash Flow(9)
|
|
4.97
|
%
|
|
5.91
|
|||
|
Borrowings from the FHLB
|
1,076,449
|
|
|
1,076,449
|
|
|
1,084,876
|
|
|
Discounted Cash Flow
|
|
2.50
|
%
|
|
2.32
|
|||
|
Senior unsecured notes
|
1,166,201
|
|
|
1,157,117
|
|
|
1,201,973
|
|
|
Broker quotations, pricing services
|
|
5.39
|
%
|
|
3.53
|
|||
|
Nonhedge derivatives(1)(8)
|
270,471
|
|
|
N/A
|
|
|
82
|
|
|
Counterparty quotations
|
|
N/A
|
|
|
0.25
|
|||
|
|
|
(1)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.
|
|
(2)
|
Represents notional outstanding balance of underlying collateral.
|
|
(3)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
|
|
(4)
|
Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short interest rate reset risk (30 days) and no significant change in credit risk. Fair value for fixed rate mortgage loan receivables, held for investment is measured using a discounted cash flow model.
|
|
(5)
|
Fair value is estimated to equal par value.
|
|
(6)
|
Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.
|
|
(7)
|
Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.
|
|
(8)
|
The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
|
|
(9)
|
Fair value for repurchase agreement liabilities and CLO debt is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.
|
|
(10)
|
For repurchase agreements - long term and mortgage loan financing, the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|||||||||
|
|
Outstanding
Face Amount
|
|
Amortized
Cost Basis
|
|
Fair Value
|
|
Fair Value Method
|
|
Yield
%
|
|
Remaining
Maturity/Duration (years)
|
|||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
CMBS(1)
|
$
|
1,258,819
|
|
|
$
|
1,257,801
|
|
|
$
|
1,252,640
|
|
|
Internal model, third-party inputs
|
|
3.14
|
%
|
|
2.33
|
|
CMBS interest-only(1)
|
2,373,936
|
|
(2)
|
55,534
|
|
|
55,691
|
|
|
Internal model, third-party inputs
|
|
2.80
|
%
|
|
2.69
|
|||
|
GNMA interest-only(3)
|
135,932
|
|
(2)
|
2,862
|
|
|
2,648
|
|
|
Internal model, third-party inputs
|
|
6.30
|
%
|
|
4.11
|
|||
|
Agency securities(1)
|
668
|
|
|
682
|
|
|
662
|
|
|
Internal model, third-party inputs
|
|
1.83
|
%
|
|
2.36
|
|||
|
GNMA permanent securities(1)
|
32,633
|
|
|
32,889
|
|
|
33,064
|
|
|
Internal model, third-party inputs
|
|
3.76
|
%
|
|
5.03
|
|||
|
Corporate bonds(1)
|
55,305
|
|
|
54,257
|
|
|
53,871
|
|
|
Internal model, third-party inputs
|
|
5.04
|
%
|
|
2.51
|
|||
|
Equity securities(3)
|
N/A
|
|
|
13,154
|
|
|
11,550
|
|
|
Observable market prices
|
|
N/A
|
|
|
N/A
|
|||
|
Mortgage loan receivables held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Mortgage loan receivables held for investment, net, at amortized cost
|
3,340,381
|
|
|
3,318,390
|
|
|
3,324,588
|
|
|
Discounted Cash Flow(4)
|
|
7.84
|
%
|
|
1.32
|
|||
|
Provision for loan losses
|
N/A
|
|
|
(17,900
|
)
|
|
(17,900
|
)
|
|
(5)
|
|
N/A
|
|
|
N/A
|
|||
|
Mortgage loan receivables held for sale
|
181,905
|
|
|
182,439
|
|
|
187,870
|
|
|
Internal model, third-party inputs(6)
|
|
5.46
|
%
|
|
9.75
|
|||
|
FHLB stock(7)
|
57,915
|
|
|
57,915
|
|
|
57,915
|
|
|
(7)
|
|
4.50
|
%
|
|
N/A
|
|||
|
Nonhedge derivatives(1)(8)
|
—
|
|
|
N/A
|
|
|
—
|
|
|
Counterparty quotations
|
|
N/A
|
|
|
0.00
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Repurchase agreements - short-term
|
436,957
|
|
|
436,957
|
|
|
436,957
|
|
|
Discounted Cash Flow(9)
|
|
3.42
|
%
|
|
0.23
|
|||
|
Repurchase agreements - long-term
|
226,728
|
|
|
226,728
|
|
|
226,728
|
|
|
Discounted Cash Flow(10)
|
|
3.47
|
%
|
|
1.73
|
|||
|
Mortgage loan financing
|
738,825
|
|
|
743,902
|
|
|
735,662
|
|
|
Discounted Cash Flow(10)
|
|
5.09
|
%
|
|
2.61
|
|||
|
CLO debt
|
601,543
|
|
|
601,543
|
|
|
601,543
|
|
|
Discounted Cash Flow(9)
|
|
4.41
|
%
|
|
9.40
|
|||
|
Participation Financing - Mortgage Loan Receivable
|
2,453
|
|
|
2,453
|
|
|
2,453
|
|
|
Discounted Cash Flow(11)
|
|
17.00
|
%
|
|
0.43
|
|||
|
Borrowings from the FHLB
|
1,286,000
|
|
|
1,286,000
|
|
|
1,286,664
|
|
|
Discounted Cash Flow
|
|
2.55
|
%
|
|
2.46
|
|||
|
Senior unsecured notes
|
1,166,201
|
|
|
1,154,991
|
|
|
1,111,288
|
|
|
Broker quotations, pricing services
|
|
5.39
|
%
|
|
4.28
|
|||
|
Nonhedge derivatives(1)(8)
|
578,971
|
|
|
N/A
|
|
|
975
|
|
|
Counterparty quotations
|
|
N/A
|
|
|
0.25
|
|||
|
|
|
(1)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.
|
|
(2)
|
Represents notional outstanding balance of underlying collateral.
|
|
(3)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
|
|
(4)
|
Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short interest rate reset risk (30 days) and no significant change in credit risk. Fair value for fixed rate mortgage loan receivables, held for investment is measured using a discounted cash flow.
|
|
(5)
|
Fair value is estimated to equal par value.
|
|
(6)
|
Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.
|
|
(7)
|
Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.
|
|
(8)
|
The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
|
|
(9)
|
Fair value for repurchase agreement liabilities and CLO debt is estimated to approximate carrying amount primarily due to the short interest rate reset risk (30 days) of the financings and the high credit quality of the assets collateralizing these positions. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.
|
|
(10)
|
For repurchase agreements - long term and mortgage loan financing, the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.
|
|
(11)
|
Fair value for Participation Financing - Mortgage Loan Receivable approximates amortized cost as this is a loan participation to a third party.
|
|
Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition
|
|
Outstanding Face
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
CMBS(1)
|
|
$
|
1,767,314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,777,085
|
|
|
$
|
1,777,085
|
|
|
CMBS interest-only(1)
|
|
2,128,234
|
|
(2)
|
—
|
|
|
—
|
|
|
40,601
|
|
|
40,601
|
|
|||||
|
GNMA interest-only(3)
|
|
113,096
|
|
(2)
|
—
|
|
|
—
|
|
|
2,026
|
|
|
2,026
|
|
|||||
|
Agency securities(1)
|
|
641
|
|
|
—
|
|
|
—
|
|
|
654
|
|
|
654
|
|
|||||
|
GNMA permanent securities(1)
|
|
31,760
|
|
|
—
|
|
|
—
|
|
|
32,795
|
|
|
32,795
|
|
|||||
|
Corporate bonds(1)
|
|
32,088
|
|
|
—
|
|
|
—
|
|
|
32,372
|
|
|
32,372
|
|
|||||
|
Equity securities
|
|
N/A
|
|
|
13,457
|
|
|
—
|
|
|
—
|
|
|
13,457
|
|
|||||
|
Nonhedge derivatives(4)
|
|
6,000
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
|
|
|
|
|
$
|
13,457
|
|
|
$
|
22
|
|
|
$
|
1,885,533
|
|
|
$
|
1,899,012
|
|
||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nonhedge derivatives(4)
|
|
270,471
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition
|
|
Outstanding Face
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Mortgage loan receivable held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Mortgage loans held by consolidated subsidiaries
|
|
$
|
3,249,711
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,249,383
|
|
|
$
|
3,249,383
|
|
|
Provision for loan losses
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
(18,500
|
)
|
|
(18,500
|
)
|
|||||
|
Mortgage loan receivable held for sale
|
|
173,957
|
|
|
—
|
|
|
—
|
|
|
182,716
|
|
|
182,716
|
|
|||||
|
CMBS(5)
|
|
12,144
|
|
|
—
|
|
|
—
|
|
|
11,627
|
|
|
11,627
|
|
|||||
|
CMBS interest-only(5)
|
|
11,123
|
|
(2)
|
—
|
|
|
—
|
|
|
839
|
|
|
839
|
|
|||||
|
FHLB stock
|
|
61,619
|
|
|
—
|
|
|
—
|
|
|
61,619
|
|
|
61,619
|
|
|||||
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,487,684
|
|
|
$
|
3,487,684
|
|
||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Repurchase agreements - short-term
|
|
1,486,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,486,049
|
|
|
$
|
1,486,049
|
|
|
|
Repurchase agreements - long-term
|
|
299,999
|
|
|
—
|
|
|
—
|
|
|
299,999
|
|
|
299,999
|
|
|||||
|
Mortgage loan financing
|
|
718,351
|
|
|
—
|
|
|
—
|
|
|
748,489
|
|
|
748,489
|
|
|||||
|
CLO debt
|
|
117,760
|
|
|
—
|
|
|
—
|
|
|
117,760
|
|
|
117,760
|
|
|||||
|
Borrowings from the FHLB
|
|
1,076,449
|
|
|
—
|
|
|
—
|
|
|
1,084,876
|
|
|
1,084,876
|
|
|||||
|
Senior unsecured notes
|
|
1,166,201
|
|
|
—
|
|
|
—
|
|
|
1,201,973
|
|
|
1,201,973
|
|
|||||
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,939,146
|
|
|
$
|
4,939,146
|
|
||
|
|
|
(1)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.
|
|
(2)
|
Represents notional outstanding balance of underlying collateral.
|
|
(3)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
|
|
(4)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
|
|
(5)
|
Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust, which are classified as held-to-maturity and reported at amortized cost.
|
|
Financial Instruments Reported at Fair Value on Consolidated Statements of Financial Condition
|
|
Outstanding Face
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
CMBS(1)
|
|
$
|
1,246,609
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,241,334
|
|
|
$
|
1,241,334
|
|
|
CMBS interest-only(1)
|
|
2,362,747
|
|
(2)
|
—
|
|
|
—
|
|
|
54,789
|
|
|
54,789
|
|
|||||
|
GNMA interest-only(3)
|
|
135,932
|
|
(2)
|
—
|
|
|
—
|
|
|
2,648
|
|
|
2,648
|
|
|||||
|
Agency securities(1)
|
|
668
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|
662
|
|
|||||
|
GNMA permanent securities(1)
|
|
32,633
|
|
|
—
|
|
|
—
|
|
|
33,064
|
|
|
33,064
|
|
|||||
|
Corporate bonds(1)
|
|
55,305
|
|
|
—
|
|
|
—
|
|
|
53,871
|
|
|
53,871
|
|
|||||
|
Equity securities
|
|
N/A
|
|
|
11,550
|
|
|
—
|
|
|
—
|
|
|
11,550
|
|
|||||
|
|
|
|
|
$
|
11,550
|
|
|
$
|
—
|
|
|
$
|
1,386,368
|
|
|
$
|
1,397,918
|
|
||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nonhedge derivatives(4)
|
|
$
|
605,871
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Financial Instruments Not Reported at Fair Value on Consolidated Statements of Financial Condition
|
|
Outstanding Face
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Mortgage loan receivable held for investment, net, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Mortgage loans held by consolidated subsidiaries
|
|
$
|
3,340,381
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,324,588
|
|
|
$
|
3,324,588
|
|
|
Provision for loan losses
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
(17,900
|
)
|
|
(17,900
|
)
|
|||||
|
Mortgage loan receivables held for sale
|
|
181,905
|
|
|
—
|
|
|
—
|
|
|
187,870
|
|
|
187,870
|
|
|||||
|
CMBS(5)
|
|
12,210
|
|
|
—
|
|
|
—
|
|
|
11,306
|
|
|
11,306
|
|
|||||
|
CMBS interest-only(5)
|
|
11,189
|
|
(2)
|
—
|
|
|
—
|
|
|
902
|
|
|
902
|
|
|||||
|
FHLB stock
|
|
57,915
|
|
|
—
|
|
|
—
|
|
|
57,915
|
|
|
57,915
|
|
|||||
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,564,681
|
|
|
$
|
3,564,681
|
|
||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Repurchase agreements - short-term
|
|
436,957
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
436,957
|
|
|
$
|
436,957
|
|
|
|
Repurchase agreements - long-term
|
|
226,728
|
|
|
—
|
|
|
—
|
|
|
226,728
|
|
|
226,728
|
|
|||||
|
Mortgage loan financing
|
|
738,825
|
|
|
—
|
|
|
—
|
|
|
735,662
|
|
|
735,662
|
|
|||||
|
CLO debt
|
|
601,543
|
|
|
—
|
|
|
—
|
|
|
601,543
|
|
|
601,543
|
|
|||||
|
Participation Financing - Mortgage Loan Receivable
|
|
2,453
|
|
|
—
|
|
|
—
|
|
|
2,453
|
|
|
2,453
|
|
|||||
|
Borrowings from the FHLB
|
|
1,286,000
|
|
|
—
|
|
|
—
|
|
|
1,286,664
|
|
|
1,286,664
|
|
|||||
|
Senior unsecured notes
|
|
1,166,201
|
|
|
—
|
|
|
—
|
|
|
1,111,288
|
|
|
1,111,288
|
|
|||||
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,401,295
|
|
|
$
|
4,401,295
|
|
||
|
|
|
(1)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded as a component of other comprehensive income (loss) in equity.
|
|
(2)
|
Represents notional outstanding balance of underlying collateral.
|
|
(3)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
|
|
(4)
|
Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.
|
|
(5)
|
Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust, which are classified as held-to-maturity and reported at amortized cost.
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
Level 3
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
|
||||
|
Balance at January 1,
|
|
$
|
1,385,957
|
|
|
$
|
1,106,517
|
|
|
Transfer from level 2
|
|
—
|
|
|
—
|
|
||
|
Purchases
|
|
1,193,671
|
|
|
303,007
|
|
||
|
Sales
|
|
(533,811
|
)
|
|
(306,109
|
)
|
||
|
Paydowns/maturities
|
|
(178,402
|
)
|
|
(93,185
|
)
|
||
|
Amortization of premium/discount
|
|
(9,333
|
)
|
|
(17,842
|
)
|
||
|
Unrealized gain/(loss)
|
|
16,813
|
|
|
(9,203
|
)
|
||
|
Realized gain/(loss) on sale(1)
|
|
10,639
|
|
|
(4,896
|
)
|
||
|
Balance at September 30,
|
|
$
|
1,885,534
|
|
|
$
|
978,289
|
|
|
|
|
(1)
|
Includes realized losses on securities recorded as other than temporary impairments.
|
|
Financial Instrument
|
|
Carrying Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Minimum
|
|
Weighted Average
|
|
Maximum
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
CMBS(1)
|
|
$
|
1,788,712
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
1.68
|
%
|
|
3.1
|
%
|
|
20.55
|
%
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
1.54
|
|
|
7.10
|
|
||
|
CMBS interest-only(1)
|
|
41,440
|
|
(2)
|
Discounted cash flow
|
|
Yield (4)
|
|
1.79
|
%
|
|
3.73
|
%
|
|
6.35
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.08
|
|
|
2.61
|
|
|
3.85
|
|
||
|
|
|
|
|
|
|
Prepayment speed (CPY)(5)
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
||
|
GNMA interest-only(3)
|
|
2,026
|
|
(2)
|
Discounted cash flow
|
|
Yield (4)
|
|
(7.19
|
)%
|
|
14.44
|
%
|
|
44.47
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
2.78
|
|
|
8.61
|
|
||
|
|
|
|
|
|
|
Prepayment speed (CPJ)(5)
|
|
5.00
|
|
|
11.57
|
|
|
15.00
|
|
||
|
Agency securities(1)
|
|
654
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
1.43
|
%
|
|
1.85
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
2.46
|
|
|
3.17
|
|
||
|
GNMA permanent securities(1)
|
|
32,795
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
3.43
|
%
|
|
18.72
|
%
|
|
84.30
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
1.15
|
|
|
7.76
|
|
|
13.99
|
|
||
|
Corporate bonds(1)
|
|
32,372
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
2.79
|
%
|
|
2.79
|
%
|
|
2.79
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
1.05
|
|
|
1.05
|
|
|
1.05
|
|
||
|
Total
|
|
$
|
1,897,999
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
(1)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA construction securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
|
(2)
|
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.
|
|
(3)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.
|
|
(4)
|
Significant increase (decrease) in the unobservable input in isolation would result in significantly lower (higher) fair value measurement.
|
|
(5)
|
Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (lower or higher) fair value measurement depending on the structural features of the security in question.
|
|
Financial Instrument
|
|
Carrying Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Minimum
|
|
Weighted Average
|
|
Maximum
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
CMBS(1)
|
|
$
|
1,252,640
|
|
|
Discounted cash flow
|
|
Yield (3)
|
|
—
|
%
|
|
3.54
|
%
|
|
21.67
|
%
|
|
|
|
|
|
|
|
Duration (years)(4)
|
|
0.00
|
|
|
2.50
|
|
|
7.78
|
|
||
|
CMBS interest-only(1)
|
|
55,691
|
|
(2)
|
Discounted cash flow
|
|
Yield (3)
|
|
0.87
|
%
|
|
4.71
|
%
|
|
8.11
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(4)
|
|
0.14
|
|
|
2.96
|
|
|
6.86
|
|
||
|
|
|
|
|
|
|
Prepayment speed (CPY)(4)
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
||
|
GNMA interest-only(3)
|
|
2,648
|
|
(2)
|
Discounted cash flow
|
|
Yield (4)
|
|
1.21
|
%
|
|
5.54
|
%
|
|
10.21
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.04
|
|
|
3.13
|
|
|
4.77
|
|
||
|
|
|
|
|
|
|
Prepayment speed (CPJ)(5)
|
|
5.00
|
|
|
6.58
|
|
|
15.00
|
|
||
|
Agency securities(1)
|
|
662
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
2.1
|
%
|
|
2.84
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
2.83
|
|
|
3.82
|
|
||
|
GNMA permanent securities(1)
|
|
33,064
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
—
|
%
|
|
3.51
|
%
|
|
4
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
0.00
|
|
|
5.62
|
|
|
5.88
|
|
||
|
Corporate bonds(1)
|
|
53,871
|
|
|
Discounted cash flow
|
|
Yield (4)
|
|
5.3
|
%
|
|
5.35
|
%
|
|
5.46
|
%
|
|
|
|
|
|
|
|
|
Duration (years)(5)
|
|
1.94
|
|
|
2.19
|
|
|
2.70
|
|
||
|
Total
|
|
$
|
1,398,576
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
(1)
|
CMBS, CMBS interest-only securities, Agency securities, GNMA construction securities, GNMA permanent securities and corporate bonds are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income.
|
|
(2)
|
The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.
|
|
(3)
|
Agency interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings.
|
|
(4)
|
Significant increase (decrease) in the unobservable input in isolation would result in significantly lower (higher) fair value measurement.
|
|
(5)
|
Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (lower or higher) fair value measurement depending on the structural features of the security in question.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Impairment of real estate
|
|
|
|
|
|
|
|
||||||||
|
Real estate, net(1)(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,350
|
|
|
$
|
—
|
|
|
|
|
(1)
|
The write down to fair value was recorded based on contracted sales price and classified as Level 2 of the fair valuation hierarchy. On May 1, 2019, the Company completed the sale of the property recognizing $3.9 million of operating lease income, $3.5 million realized loss on sale of real estate, net and $0.4 million of depreciation and amortization expense, resulting in a $20 thousand loss on sale of real estate, net.
|
|
(2)
|
Impairment is discussed in further detail in Note 5, Real Estate and Related Lease Intangibles, Net.
|
|
|
Loans
|
|
Securities
|
|
Real
Estate(1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three months ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Interest income
|
$
|
66,422
|
|
|
$
|
15,515
|
|
|
$
|
7
|
|
|
$
|
307
|
|
|
$
|
82,251
|
|
|
Interest expense
|
(12,063
|
)
|
|
(5,632
|
)
|
|
(9,646
|
)
|
|
(24,056
|
)
|
|
(51,397
|
)
|
|||||
|
Net interest income (expense)
|
54,359
|
|
|
9,883
|
|
|
(9,639
|
)
|
|
(23,749
|
)
|
|
30,854
|
|
|||||
|
Provision for loan losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Net interest income (expense) after provision for loan losses
|
54,359
|
|
|
9,883
|
|
|
(9,639
|
)
|
|
(23,749
|
)
|
|
30,854
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating lease income
|
—
|
|
|
—
|
|
|
24,405
|
|
|
—
|
|
|
24,405
|
|
|||||
|
Sale of loans, net
|
11,247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,247
|
|
|||||
|
Realized gain (loss) on securities
|
—
|
|
|
3,396
|
|
|
—
|
|
|
—
|
|
|
3,396
|
|
|||||
|
Unrealized gain (loss) on equity securities
|
—
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|||||
|
Unrealized gain (loss) on Agency interest-only securities
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
|
Realized gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
2,082
|
|
|
—
|
|
|
2,082
|
|
|||||
|
Fee and other income
|
3,839
|
|
|
428
|
|
|
—
|
|
|
899
|
|
|
5,166
|
|
|||||
|
Net result from derivative transactions
|
(6,557
|
)
|
|
(2,908
|
)
|
|
—
|
|
|
—
|
|
|
(9,465
|
)
|
|||||
|
Earnings (loss) from investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
1,094
|
|
|
—
|
|
|
1,094
|
|
|||||
|
Total other income (loss)
|
8,529
|
|
|
1,186
|
|
|
27,581
|
|
|
899
|
|
|
38,195
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,319
|
)
|
|
(14,319
|
)
|
|||||
|
Operating expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,314
|
)
|
(3)
|
(5,314
|
)
|
|||||
|
Real estate operating expenses
|
—
|
|
|
—
|
|
|
(6,270
|
)
|
|
—
|
|
|
(6,270
|
)
|
|||||
|
Fee expense
|
(1,264
|
)
|
|
(92
|
)
|
|
(700
|
)
|
|
—
|
|
|
(2,056
|
)
|
|||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(9,005
|
)
|
|
(25
|
)
|
|
(9,030
|
)
|
|||||
|
Total costs and expenses
|
(1,264
|
)
|
|
(92
|
)
|
|
(15,975
|
)
|
|
(19,658
|
)
|
|
(36,989
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,112
|
)
|
|
(1,112
|
)
|
|||||
|
Segment profit (loss)
|
$
|
61,624
|
|
|
$
|
10,977
|
|
|
$
|
1,967
|
|
|
$
|
(43,620
|
)
|
|
$
|
30,948
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets as of September 30, 2019
|
$
|
3,387,157
|
|
|
$
|
1,911,456
|
|
|
$
|
1,032,752
|
|
|
$
|
288,509
|
|
|
$
|
6,619,874
|
|
|
|
Loans
|
|
Securities
|
|
Real
Estate(1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Interest income
|
$
|
81,779
|
|
|
$
|
8,541
|
|
|
$
|
6
|
|
|
$
|
60
|
|
|
$
|
90,386
|
|
|
Interest expense
|
(17,232
|
)
|
|
(1,482
|
)
|
|
(9,213
|
)
|
|
(23,549
|
)
|
|
(51,476
|
)
|
|||||
|
Net interest income (expense)
|
64,547
|
|
|
7,059
|
|
|
(9,207
|
)
|
|
(23,489
|
)
|
|
38,910
|
|
|||||
|
Provision for loan losses
|
(10,300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,300
|
)
|
|||||
|
Net interest income (expense) after provision for loan losses
|
54,247
|
|
|
7,059
|
|
|
(9,207
|
)
|
|
(23,489
|
)
|
|
28,610
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating lease income
|
—
|
|
|
—
|
|
|
24,997
|
|
|
—
|
|
|
24,997
|
|
|||||
|
Sale of loans, net
|
1,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,861
|
|
|||||
|
Realized gain (loss) on securities
|
—
|
|
|
(2,554
|
)
|
|
—
|
|
|
—
|
|
|
(2,554
|
)
|
|||||
|
Unrealized gain (loss) on Agency interest-only securities
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|||||
|
Realized gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
63,704
|
|
|
—
|
|
|
63,704
|
|
|||||
|
Fee and other income
|
3,895
|
|
|
—
|
|
|
—
|
|
|
956
|
|
|
4,851
|
|
|||||
|
Net result from derivative transactions
|
3,741
|
|
|
3,374
|
|
|
—
|
|
|
—
|
|
|
7,115
|
|
|||||
|
Earnings (loss) from investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
401
|
|
|||||
|
Gain (loss) on extinguishment/defeasance of debt
|
—
|
|
|
—
|
|
|
(4,323
|
)
|
|
—
|
|
|
(4,323
|
)
|
|||||
|
Total other income (loss)
|
9,497
|
|
|
962
|
|
|
84,779
|
|
|
956
|
|
|
96,194
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,792
|
)
|
|
(15,792
|
)
|
|||||
|
Operating expenses
|
61
|
|
|
—
|
|
|
—
|
|
|
(5,525
|
)
|
(3)
|
(5,464
|
)
|
|||||
|
Real estate operating expenses
|
—
|
|
|
—
|
|
|
(7,152
|
)
|
|
—
|
|
|
(7,152
|
)
|
|||||
|
Fee expense
|
(928
|
)
|
|
(91
|
)
|
|
(292
|
)
|
|
—
|
|
|
(1,311
|
)
|
|||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(10,398
|
)
|
|
(19
|
)
|
|
(10,417
|
)
|
|||||
|
Total costs and expenses
|
(867
|
)
|
|
(91
|
)
|
|
(17,842
|
)
|
|
(21,336
|
)
|
|
(40,136
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,204
|
)
|
|
(1,204
|
)
|
|||||
|
Segment profit (loss)
|
$
|
62,877
|
|
|
$
|
7,930
|
|
|
$
|
57,730
|
|
|
$
|
(45,073
|
)
|
|
$
|
83,464
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets as of December 31, 2018
|
$
|
3,482,929
|
|
|
$
|
1,410,126
|
|
|
$
|
1,038,376
|
|
|
$
|
341,441
|
|
|
$
|
6,272,872
|
|
|
|
Loans
|
|
Securities
|
|
Real
Estate(1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nine months ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Interest income
|
$
|
209,369
|
|
|
$
|
43,844
|
|
|
$
|
21
|
|
|
$
|
806
|
|
|
$
|
254,040
|
|
|
Interest expense
|
(41,043
|
)
|
|
(12,250
|
)
|
|
(27,620
|
)
|
|
(74,102
|
)
|
|
(155,015
|
)
|
|||||
|
Net interest income (expense)
|
168,326
|
|
|
31,594
|
|
|
(27,599
|
)
|
|
(73,296
|
)
|
|
99,025
|
|
|||||
|
Provision for loan losses
|
(600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
|||||
|
Net interest income (expense) after provision for loan losses
|
167,726
|
|
|
31,594
|
|
|
(27,599
|
)
|
|
(73,296
|
)
|
|
98,425
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating lease income
|
—
|
|
|
—
|
|
|
81,106
|
|
|
—
|
|
|
81,106
|
|
|||||
|
Sale of loans, net
|
38,589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,589
|
|
|||||
|
Realized gain (loss) on securities
|
—
|
|
|
10,726
|
|
|
—
|
|
|
—
|
|
|
10,726
|
|
|||||
|
Unrealized gain (loss) on equity securities
|
—
|
|
|
1,341
|
|
|
—
|
|
|
—
|
|
|
1,341
|
|
|||||
|
Unrealized gain (loss) on Agency interest-only securities
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
|
Realized gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
963
|
|
|
—
|
|
|
963
|
|
|||||
|
Impairment of real estate
|
—
|
|
|
—
|
|
|
(1,350
|
)
|
|
—
|
|
|
(1,350
|
)
|
|||||
|
Fee and other income
|
13,095
|
|
|
1,165
|
|
|
7
|
|
|
2,780
|
|
|
17,047
|
|
|||||
|
Net result from derivative transactions
|
(20,273
|
)
|
|
(15,683
|
)
|
|
—
|
|
|
—
|
|
|
(35,956
|
)
|
|||||
|
Earnings (loss) from investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
3,617
|
|
|
—
|
|
|
3,617
|
|
|||||
|
Gain (loss) on extinguishment of debt
|
—
|
|
|
—
|
|
|
(1,070
|
)
|
|
—
|
|
|
(1,070
|
)
|
|||||
|
Total other income (loss)
|
31,411
|
|
|
(2,413
|
)
|
|
83,273
|
|
|
2,780
|
|
|
115,051
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,800
|
)
|
|
(52,800
|
)
|
|||||
|
Operating expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,727
|
)
|
(3)
|
(16,727
|
)
|
|||||
|
Real estate operating expenses
|
—
|
|
|
—
|
|
|
(17,776
|
)
|
|
|
|
(17,776
|
)
|
||||||
|
Fee expense
|
(3,516
|
)
|
|
(280
|
)
|
|
(1,155
|
)
|
|
—
|
|
|
(4,951
|
)
|
|||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(29,118
|
)
|
|
(74
|
)
|
|
(29,192
|
)
|
|||||
|
Total costs and expenses
|
(3,516
|
)
|
|
(280
|
)
|
|
(48,049
|
)
|
|
(69,601
|
)
|
|
(121,446
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(478
|
)
|
|
(478
|
)
|
|||||
|
Segment profit (loss)
|
$
|
195,621
|
|
|
$
|
28,901
|
|
|
$
|
7,625
|
|
|
$
|
(140,595
|
)
|
|
$
|
91,552
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets as of September 30, 2019
|
$
|
3,387,157
|
|
|
$
|
1,911,456
|
|
|
$
|
1,032,752
|
|
|
$
|
288,509
|
|
|
$
|
6,619,874
|
|
|
|
Loans
|
|
Securities
|
|
Real
Estate(1)
|
|
Corporate/Other(2)
|
|
Company
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nine months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Interest income
|
$
|
228,273
|
|
|
$
|
25,217
|
|
|
$
|
16
|
|
|
$
|
316
|
|
|
$
|
253,822
|
|
|
Interest expense
|
(46,286
|
)
|
|
(3,423
|
)
|
|
(25,799
|
)
|
|
(69,098
|
)
|
|
(144,606
|
)
|
|||||
|
Net interest income (expense)
|
181,987
|
|
|
21,794
|
|
|
(25,783
|
)
|
|
(68,782
|
)
|
|
109,216
|
|
|||||
|
Provision for loan losses
|
(13,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,600
|
)
|
|||||
|
Net interest income (expense) after provision for loan losses
|
168,387
|
|
|
21,794
|
|
|
(25,783
|
)
|
|
(68,782
|
)
|
|
95,616
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating lease income
|
—
|
|
|
—
|
|
|
79,306
|
|
|
—
|
|
|
79,306
|
|
|||||
|
Sale of loans, net
|
12,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,893
|
|
|||||
|
Realized gain (loss) on securities
|
—
|
|
|
(4,896
|
)
|
|
—
|
|
|
—
|
|
|
(4,896
|
)
|
|||||
|
Unrealized gain (loss) on Agency interest-only securities
|
—
|
|
|
456
|
|
|
—
|
|
|
—
|
|
|
456
|
|
|||||
|
Realized gain on sale of real estate, net
|
—
|
|
|
—
|
|
|
96,341
|
|
|
—
|
|
|
96,341
|
|
|||||
|
Fee and other income
|
10,823
|
|
|
72
|
|
|
3,416
|
|
|
3,268
|
|
|
17,579
|
|
|||||
|
Net result from derivative transactions
|
14,516
|
|
|
14,640
|
|
|
—
|
|
|
—
|
|
|
29,156
|
|
|||||
|
Earnings (loss) from investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
466
|
|
|
—
|
|
|
466
|
|
|||||
|
Gain (loss) on extinguishment of debt
|
(69
|
)
|
|
—
|
|
|
(4,323
|
)
|
|
—
|
|
|
(4,392
|
)
|
|||||
|
Total other income (loss)
|
38,163
|
|
|
10,272
|
|
|
175,206
|
|
|
3,268
|
|
|
226,909
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,754
|
)
|
|
(46,754
|
)
|
|||||
|
Operating expenses
|
61
|
|
|
—
|
|
|
—
|
|
|
(16,669
|
)
|
(3)
|
(16,608
|
)
|
|||||
|
Real estate operating expenses
|
—
|
|
|
—
|
|
|
(23,806
|
)
|
|
|
|
|
(23,806
|
)
|
|||||
|
Fee expense
|
(2,160
|
)
|
|
(297
|
)
|
|
(496
|
)
|
|
—
|
|
|
(2,953
|
)
|
|||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
(31,840
|
)
|
|
(56
|
)
|
|
(31,896
|
)
|
|||||
|
Total costs and expenses
|
(2,099
|
)
|
|
(297
|
)
|
|
(56,142
|
)
|
|
(63,479
|
)
|
|
(122,017
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,679
|
)
|
|
(5,679
|
)
|
|||||
|
Segment profit (loss)
|
$
|
204,451
|
|
|
$
|
31,769
|
|
|
$
|
93,281
|
|
|
$
|
(134,672
|
)
|
|
$
|
194,829
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets as of December 31, 2018
|
$
|
3,482,929
|
|
|
$
|
1,410,126
|
|
|
$
|
1,038,376
|
|
|
$
|
341,441
|
|
|
$
|
6,272,872
|
|
|
|
|
(1)
|
Includes the Company’s investment in unconsolidated joint ventures that held real estate of $51.4 million and $40.4 million as of September 30, 2019 and December 31, 2018, respectively.
|
|
(2)
|
Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary to reconcile to consolidated Company totals. This segment also includes the Company’s investment in unconsolidated joint ventures and strategic investments that are not related to the other reportable segments above, including the Company’s investment in FHLB stock of $61.6 million and $57.9 million as of September 30, 2019 and December 31, 2018, respectively, the Company’s deferred tax asset (liability) of $(4.7) million and $2.3 million as of September 30, 2019 and December 31, 2018, respectively and the Company’s senior unsecured notes of $1.2 billion as of September 30, 2019 and December 31, 2018.
|
|
(3)
|
Includes $3.0 million and $9.1 million of professional fees for the three and nine months ended September 30, 2019, respectively. Includes $2.9 million and $8.7 million of professional fees for the three and nine months ended September 30, 2018, respectively.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Loans
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
|
Balance sheet loans:
|
|
|
|
|
|
|
|
||||||
|
Balance sheet first mortgage loans
|
$
|
3,098,241
|
|
|
46.8
|
%
|
|
$
|
3,170,788
|
|
|
50.5
|
%
|
|
Other commercial real estate-related loans
|
133,202
|
|
|
2.0
|
%
|
|
147,602
|
|
|
2.4
|
%
|
||
|
Provision for loan losses
|
(18,500
|
)
|
|
(0.3
|
)%
|
|
(17,900
|
)
|
|
(0.3
|
)%
|
||
|
Total balance sheet loans
|
3,212,943
|
|
|
48.5
|
%
|
|
3,300,490
|
|
|
52.6
|
%
|
||
|
Conduit first mortgage loans
|
174,214
|
|
|
2.6
|
%
|
|
182,439
|
|
|
2.9
|
%
|
||
|
Total loans
|
3,387,157
|
|
|
51.1
|
%
|
|
3,482,929
|
|
|
55.5
|
%
|
||
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|||
|
CMBS investments
|
1,830,152
|
|
|
27.8
|
%
|
|
1,308,331
|
|
|
20.8
|
%
|
||
|
U.S. Agency Securities investments
|
35,475
|
|
|
0.5
|
%
|
|
36,374
|
|
|
0.6
|
%
|
||
|
Corporate bonds
|
32,372
|
|
|
0.5
|
%
|
|
53,871
|
|
|
0.9
|
%
|
||
|
Equity securities
|
13,457
|
|
|
0.2
|
%
|
|
11,550
|
|
|
0.2
|
%
|
||
|
Total securities
|
1,911,456
|
|
|
29.0
|
%
|
|
1,410,126
|
|
|
22.5
|
%
|
||
|
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|||
|
Real estate and related lease intangibles, net
|
981,333
|
|
|
14.8
|
%
|
|
998,022
|
|
|
15.9
|
%
|
||
|
Total real estate
|
981,333
|
|
|
14.8
|
%
|
|
998,022
|
|
|
15.9
|
%
|
||
|
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|||
|
Investments in and advances to unconsolidated joint ventures
|
51,419
|
|
|
0.8
|
%
|
|
40,354
|
|
|
0.6
|
%
|
||
|
FHLB stock
|
61,619
|
|
|
0.9
|
%
|
|
57,915
|
|
|
0.9
|
%
|
||
|
Total other investments
|
113,038
|
|
|
1.7
|
%
|
|
98,269
|
|
|
1.5
|
%
|
||
|
Total investments
|
6,392,984
|
|
|
96.6
|
%
|
|
5,989,346
|
|
|
95.4
|
%
|
||
|
Cash, cash equivalents and restricted cash
|
121,753
|
|
|
1.8
|
%
|
|
98,450
|
|
|
1.6
|
%
|
||
|
Other assets
|
105,137
|
|
|
1.6
|
%
|
|
185,076
|
|
|
3.0
|
%
|
||
|
Total assets
|
$
|
6,619,874
|
|
|
100.0
|
%
|
|
$
|
6,272,872
|
|
|
100.0
|
%
|
|
Location
|
|
Acquisition date
|
|
Acquisition price/basis
|
|
Year built/reno.
|
|
Lease expiration (1)
|
|
Approx. square footage
|
|
Carrying value of asset
|
|
Mortgage loan outstanding (2)
|
|
Asset net of mortgage loan outstanding
|
|
Annual rental income (3)
|
|
Ownership Percentage (4)
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net Leased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Sullivan, IL
|
|
09/13/19
|
|
$
|
1,496
|
|
|
2019
|
|
5/31/34
|
|
10,566
|
|
|
$
|
1,577
|
|
|
$
|
—
|
|
|
$
|
1,577
|
|
|
$
|
65
|
|
|
100.0
|
%
|
|
|
Becker, MN
|
|
09/13/19
|
|
1,185
|
|
|
2019
|
|
7/31/34
|
|
9,002
|
|
|
1,244
|
|
|
—
|
|
|
1,244
|
|
|
52
|
|
|
100.0
|
%
|
|
|||||
|
Adrian, MO
|
|
09/13/19
|
|
1,138
|
|
|
2019
|
|
7/31/34
|
|
9,026
|
|
|
1,209
|
|
|
—
|
|
|
1,209
|
|
|
49
|
|
|
100.0
|
%
|
|
|||||
|
Chillicothe, IL
|
|
09/05/19
|
|
1,445
|
|
|
2019
|
|
6/30/34
|
|
10,640
|
|
|
1,516
|
|
|
—
|
|
|
1,516
|
|
|
91
|
|
|
100.0
|
%
|
|
|||||
|
Poseyville, IN
|
|
08/13/19
|
|
1,220
|
|
|
2019
|
|
5/31/34
|
|
10,566
|
|
|
1,297
|
|
|
—
|
|
|
1,297
|
|
|
88
|
|
|
100.0
|
%
|
|
|||||
|
Dexter, MO
|
|
07/09/19
|
|
1,150
|
|
|
2019
|
|
4/30/34
|
|
9,002
|
|
|
1,201
|
|
|
—
|
|
|
1,201
|
|
|
83
|
|
|
100.0
|
%
|
|
|||||
|
Hubbard Lake, MI
|
|
07/09/19
|
|
1,199
|
|
|
2019
|
|
4/30/34
|
|
9,026
|
|
|
1,252
|
|
|
—
|
|
|
1,252
|
|
|
87
|
|
|
100.0
|
%
|
|
|||||
|
Fayette, MO
|
|
06/26/19
|
|
1,423
|
|
|
2019
|
|
1/31/34
|
|
10,566
|
|
|
1,483
|
|
|
—
|
|
|
1,483
|
|
|
103
|
|
|
100.0
|
%
|
|
|||||
|
Centralia, IL
|
|
04/25/19
|
|
1,242
|
|
|
2019
|
|
2/28/34
|
|
9,002
|
|
|
1,290
|
|
|
—
|
|
|
1,290
|
|
|
90
|
|
|
100.0
|
%
|
|
|||||
|
Trenton, MO
|
|
02/26/19
|
|
1,164
|
|
|
2019
|
|
12/31/33
|
|
9,100
|
|
|
1,206
|
|
|
—
|
|
|
1,206
|
|
|
84
|
|
|
100.0
|
%
|
|
|||||
|
Houghton Lake, MI
|
|
02/26/19
|
|
1,242
|
|
|
2018
|
|
12/31/33
|
|
9,100
|
|
|
1,283
|
|
|
970
|
|
|
313
|
|
|
90
|
|
|
100.0
|
%
|
|
|||||
|
Location
|
|
Acquisition date
|
|
Acquisition price/basis
|
|
Year built/reno.
|
|
Lease expiration (1)
|
|
Approx. square footage
|
|
Carrying value of asset
|
|
Mortgage loan outstanding (2)
|
|
Asset net of mortgage loan outstanding
|
|
Annual rental income (3)
|
|
Ownership Percentage (4)
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Pelican Rapids, MN
|
|
12/26/18
|
|
1,195
|
|
|
2018
|
|
10/31/33
|
|
9,100
|
|
|
1,229
|
|
|
920
|
|
|
309
|
|
|
87
|
|
|
100.0
|
%
|
|
|||||
|
Carthage, MO
|
|
12/26/18
|
|
1,099
|
|
|
2018
|
|
10/31/33
|
|
7,489
|
|
|
1,146
|
|
|
848
|
|
|
298
|
|
|
80
|
|
|
100.0
|
%
|
|
|||||
|
Bolivar, MO
|
|
12/26/18
|
|
1,175
|
|
|
2018
|
|
10/31/33
|
|
9,026
|
|
|
1,219
|
|
|
897
|
|
|
322
|
|
|
85
|
|
|
100.0
|
%
|
|
|||||
|
Pinconning, MI
|
|
12/06/18
|
|
1,235
|
|
|
2018
|
|
9/30/33
|
|
9,026
|
|
|
1,269
|
|
|
952
|
|
|
317
|
|
|
90
|
|
|
100.0
|
%
|
|
|||||
|
New Hampton, IA
|
|
11/30/18
|
|
1,317
|
|
|
2018
|
|
9/30/33
|
|
9,002
|
|
|
1,438
|
|
|
1,016
|
|
|
422
|
|
|
96
|
|
|
100.0
|
%
|
|
|||||
|
Ogden, IA
|
|
10/03/18
|
|
1,137
|
|
|
2018
|
|
7/31/33
|
|
7,489
|
|
|
1,154
|
|
|
857
|
|
|
297
|
|
|
82
|
|
|
100.0
|
%
|
|
|||||
|
Moscow Mills, MO
|
|
04/12/18
|
|
1,237
|
|
|
2018
|
|
1/31/33
|
|
9,026
|
|
|
1,259
|
|
|
991
|
|
|
268
|
|
|
90
|
|
|
100.0
|
%
|
|
|||||
|
Foley, MN
|
|
04/12/18
|
|
1,176
|
|
|
2018
|
|
1/1/33
|
|
7,489
|
|
|
1,181
|
|
|
883
|
|
|
298
|
|
|
85
|
|
|
100.0
|
%
|
|
|||||
|
Wonder Lake, IL
|
|
04/12/18
|
|
1,256
|
|
|
2017
|
|
7/31/32
|
|
9,100
|
|
|
1,272
|
|
|
943
|
|
|
329
|
|
|
91
|
|
|
100.0
|
%
|
|
|||||
|
Kirbyville, MO
|
|
04/02/18
|
|
1,156
|
|
|
2018
|
|
1/31/33
|
|
9,026
|
|
|
1,168
|
|
|
870
|
|
|
298
|
|
|
84
|
|
|
100.0
|
%
|
|
|||||
|
Gladwin, MI
|
|
04/02/18
|
|
1,171
|
|
|
2017
|
|
1/31/33
|
|
9,026
|
|
|
1,194
|
|
|
883
|
|
|
311
|
|
|
85
|
|
|
100.0
|
%
|
|
|||||
|
Rockford, MN
|
|
12/08/17
|
|
1,195
|
|
|
2017
|
|
10/31/32
|
|
9,002
|
|
|
1,166
|
|
|
886
|
|
|
280
|
|
|
87
|
|
|
100.0
|
%
|
|
|||||
|
Winterset, IA
|
|
12/08/17
|
|
1,258
|
|
|
2017
|
|
8/31/32
|
|
9,026
|
|
|
1,240
|
|
|
934
|
|
|
306
|
|
|
91
|
|
|
100.0
|
%
|
|
|||||
|
Kawkawlin, MI
|
|
10/05/17
|
|
1,234
|
|
|
2017
|
|
7/31/32
|
|
9,100
|
|
|
1,217
|
|
|
917
|
|
|
300
|
|
|
89
|
|
|
100.0
|
%
|
|
|||||
|
Aroma Park, IL
|
|
10/05/17
|
|
1,218
|
|
|
2017
|
|
7/31/32
|
|
9,002
|
|
|
1,192
|
|
|
949
|
|
|
243
|
|
|
88
|
|
|
100.0
|
%
|
|
|||||
|
East Peoria, IL
|
|
10/05/17
|
|
1,350
|
|
|
2017
|
|
7/31/32
|
|
9,100
|
|
|
1,320
|
|
|
1,019
|
|
|
301
|
|
|
98
|
|
|
100.0
|
%
|
|
|||||
|
Milford, IA
|
|
09/08/17
|
|
1,298
|
|
|
2017
|
|
6/1/32
|
|
9,100
|
|
|
1,284
|
|
|
987
|
|
|
297
|
|
|
94
|
|
|
100.0
|
%
|
|
|||||
|
Jefferson City, MO
|
|
06/02/17
|
|
1,241
|
|
|
2016
|
|
2/28/32
|
|
9,002
|
|
|
1,255
|
|
|
949
|
|
|
306
|
|
|
90
|
|
|
100.0
|
%
|
|
|||||
|
Denver, IA
|
|
05/31/17
|
|
1,183
|
|
|
2017
|
|
3/31/31
|
|
9,026
|
|
|
1,150
|
|
|
903
|
|
|
247
|
|
|
86
|
|
|
100.0
|
%
|
|
|||||
|
Port O'Connor, TX
|
|
05/25/17
|
|
1,255
|
|
|
2017
|
|
3/31/30
|
|
9,100
|
|
|
1,216
|
|
|
955
|
|
|
261
|
|
|
91
|
|
|
100.0
|
%
|
|
|||||
|
Wabasha, MN
|
|
05/25/17
|
|
1,280
|
|
|
2016
|
|
3/31/31
|
|
9,026
|
|
|
1,270
|
|
|
970
|
|
|
300
|
|
|
92
|
|
|
100.0
|
%
|
|
|||||
|
Jacksonville, FL
|
|
05/23/17
|
|
115,641
|
|
|
1989
|
|
9/30/31
|
|
822,540
|
|
|
131,816
|
|
|
83,281
|
|
|
48,535
|
|
|
7,403
|
|
|
100.0
|
%
|
|
|||||
|
Shelbyville, IL
|
|
05/23/17
|
|
1,132
|
|
|
2016
|
|
1/31/31
|
|
9,026
|
|
|
1,161
|
|
|
868
|
|
|
293
|
|
|
82
|
|
|
100.0
|
%
|
|
|||||
|
Jesup, IA
|
|
05/05/17
|
|
1,163
|
|
|
2017
|
|
3/31/30
|
|
9,026
|
|
|
1,116
|
|
|
889
|
|
|
227
|
|
|
84
|
|
|
100.0
|
%
|
|
|||||
|
Hanna City, IL
|
|
04/11/17
|
|
1,141
|
|
|
2016
|
|
6/30/31
|
|
9,100
|
|
|
1,147
|
|
|
870
|
|
|
277
|
|
|
83
|
|
|
100.0
|
%
|
|
|||||
|
Ridgedale, MO
|
|
03/09/17
|
|
1,298
|
|
|
2016
|
|
6/30/31
|
|
9,002
|
|
|
1,278
|
|
|
997
|
|
|
281
|
|
|
94
|
|
|
100.0
|
%
|
|
|||||
|
Peoria, IL
|
|
02/06/17
|
|
1,183
|
|
|
2016
|
|
8/31/31
|
|
7,489
|
|
|
1,181
|
|
|
909
|
|
|
272
|
|
|
86
|
|
|
100.0
|
%
|
|
|||||
|
Carmi, IL
|
|
02/03/17
|
|
1,411
|
|
|
2016
|
|
10/31/31
|
|
9,100
|
|
|
1,351
|
|
|
1,106
|
|
|
245
|
|
|
102
|
|
|
100.0
|
%
|
|
|||||
|
Springfield, IL
|
|
11/16/16
|
|
1,308
|
|
|
2016
|
|
6/30/31
|
|
9,026
|
|
|
1,320
|
|
|
1,007
|
|
|
313
|
|
|
96
|
|
|
100.0
|
%
|
|
|||||
|
Fayetteville, NC
|
|
11/15/16
|
|
6,971
|
|
|
2008
|
|
10/31/34
|
|
14,820
|
|
|
6,286
|
|
|
4,909
|
|
|
1,377
|
|
|
450
|
|
|
100.0
|
%
|
|
|||||
|
Dryden Township, MI
|
|
10/26/16
|
|
1,190
|
|
|
2016
|
|
8/31/31
|
|
9,100
|
|
|
1,186
|
|
|
916
|
|
|
270
|
|
|
87
|
|
|
100.0
|
%
|
|
|||||
|
Lamar, MO
|
|
07/22/16
|
|
1,175
|
|
|
2016
|
|
5/31/31
|
|
9,100
|
|
|
1,137
|
|
|
906
|
|
|
231
|
|
|
86
|
|
|
100.0
|
%
|
|
|||||
|
Union, MO
|
|
07/01/16
|
|
1,227
|
|
|
2016
|
|
5/31/31
|
|
9,100
|
|
|
1,232
|
|
|
949
|
|
|
283
|
|
|
90
|
|
|
100.0
|
%
|
|
|||||
|
Pawnee, IL
|
|
07/01/16
|
|
1,201
|
|
|
2016
|
|
5/31/31
|
|
9,002
|
|
|
1,131
|
|
|
949
|
|
|
182
|
|
|
88
|
|
|
100.0
|
%
|
|
|||||
|
Decatur, IL
|
|
06/30/16
|
|
1,365
|
|
|
2016
|
|
5/31/31
|
|
9,002
|
|
|
1,368
|
|
|
1,056
|
|
|
312
|
|
|
100
|
|
|
100.0
|
%
|
|
|||||
|
Cape Girardeau, MO
|
|
06/30/16
|
|
1,281
|
|
|
2016
|
|
5/31/31
|
|
9,100
|
|
|
1,280
|
|
|
1,023
|
|
|
257
|
|
|
94
|
|
|
100.0
|
%
|
|
|||||
|
Linn, MO
|
|
06/30/16
|
|
1,122
|
|
|
2016
|
|
5/31/31
|
|
9,002
|
|
|
1,086
|
|
|
864
|
|
|
222
|
|
|
82
|
|
|
100.0
|
%
|
|
|||||
|
Rantoul, IL
|
|
06/21/16
|
|
1,204
|
|
|
2016
|
|
4/30/31
|
|
9,100
|
|
|
1,191
|
|
|
928
|
|
|
263
|
|
|
88
|
|
|
100.0
|
%
|
|
|||||
|
Flora Vista, NM
|
|
06/06/16
|
|
1,305
|
|
|
2016
|
|
4/30/31
|
|
9,002
|
|
|
1,203
|
|
|
1,006
|
|
|
197
|
|
|
95
|
|
|
100.0
|
%
|
|
|||||
|
Champaign, IL
|
|
06/03/16
|
|
1,324
|
|
|
2016
|
|
4/30/31
|
|
9,002
|
|
|
1,328
|
|
|
1,021
|
|
|
307
|
|
|
97
|
|
|
100.0
|
%
|
|
|||||
|
Mountain Grove, MO
|
|
06/03/16
|
|
1,279
|
|
|
2016
|
|
4/30/31
|
|
10,566
|
|
|
1,278
|
|
|
985
|
|
|
293
|
|
|
93
|
|
|
100.0
|
%
|
|
|||||
|
Decatur, IL
|
|
06/03/16
|
|
1,181
|
|
|
2016
|
|
4/30/31
|
|
9,002
|
|
|
1,166
|
|
|
949
|
|
|
217
|
|
|
86
|
|
|
100.0
|
%
|
|
|||||
|
San Antonio, TX
|
|
05/06/16
|
|
1,096
|
|
|
2015
|
|
3/31/31
|
|
9,100
|
|
|
1,044
|
|
|
890
|
|
|
154
|
|
|
80
|
|
|
100.0
|
%
|
|
|||||
|
Borger, TX
|
|
05/06/16
|
|
978
|
|
|
2016
|
|
3/31/31
|
|
9,100
|
|
|
944
|
|
|
786
|
|
|
158
|
|
|
71
|
|
|
100.0
|
%
|
|
|||||
|
St.Charles, MN
|
|
04/26/16
|
|
1,198
|
|
|
2016
|
|
3/31/31
|
|
9,026
|
|
|
1,134
|
|
|
964
|
|
|
170
|
|
|
87
|
|
|
100.0
|
%
|
|
|||||
|
Philo, IL
|
|
04/26/16
|
|
1,156
|
|
|
2016
|
|
3/31/31
|
|
9,026
|
|
|
1,135
|
|
|
927
|
|
|
208
|
|
|
84
|
|
|
100.0
|
%
|
|
|||||
|
Dimmitt, TX
|
|
04/26/16
|
|
1,319
|
|
|
2016
|
|
3/31/31
|
|
10,566
|
|
|
1,260
|
|
|
1,053
|
|
|
207
|
|
|
96
|
|
|
100.0
|
%
|
|
|||||
|
Radford, VA
|
|
12/23/15
|
|
1,564
|
|
|
2015
|
|
9/30/30
|
|
8,360
|
|
|
1,406
|
|
|
1,133
|
|
|
273
|
|
|
104
|
|
|
100.0
|
%
|
|
|||||
|
Albion, PA
|
|
12/23/15
|
|
1,525
|
|
|
2015
|
|
9/30/30
|
|
8,184
|
|
|
1,294
|
|
|
1,122
|
|
|
172
|
|
|
101
|
|
|
100.0
|
%
|
|
|||||
|
Location
|
|
Acquisition date
|
|
Acquisition price/basis
|
|
Year built/reno.
|
|
Lease expiration (1)
|
|
Approx. square footage
|
|
Carrying value of asset
|
|
Mortgage loan outstanding (2)
|
|
Asset net of mortgage loan outstanding
|
|
Annual rental income (3)
|
|
Ownership Percentage (4)
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Rural Retreat, VA
|
|
12/23/15
|
|
1,399
|
|
|
2015
|
|
9/30/30
|
|
8,305
|
|
|
1,262
|
|
|
1,035
|
|
|
227
|
|
|
93
|
|
|
100.0
|
%
|
|
|||||
|
Mount Vernon, AL
|
|
12/23/15
|
|
1,224
|
|
|
2015
|
|
6/30/30
|
|
8,323
|
|
|
1,105
|
|
|
941
|
|
|
164
|
|
|
84
|
|
|
100.0
|
%
|
|
|||||
|
Malone, NY
|
|
12/16/15
|
|
1,474
|
|
|
2015
|
|
6/30/30
|
|
8,320
|
|
|
1,321
|
|
|
1,084
|
|
|
237
|
|
|
99
|
|
|
100.0
|
%
|
|
|||||
|
Mercedes, TX
|
|
12/16/15
|
|
1,263
|
|
|
2015
|
|
11/30/30
|
|
9,100
|
|
|
1,153
|
|
|
835
|
|
|
318
|
|
|
86
|
|
|
100.0
|
%
|
|
|||||
|
Gordonville, MO
|
|
11/10/15
|
|
1,207
|
|
|
2015
|
|
9/30/30
|
|
9,026
|
|
|
1,095
|
|
|
773
|
|
|
322
|
|
|
80
|
|
|
100.0
|
%
|
|
|||||
|
Rice, MN
|
|
10/28/15
|
|
1,242
|
|
|
2015
|
|
9/30/30
|
|
9,002
|
|
|
1,079
|
|
|
818
|
|
|
261
|
|
|
85
|
|
|
100.0
|
%
|
|
|||||
|
Bixby, OK
|
|
10/27/15
|
|
12,151
|
|
|
2012
|
|
12/31/32
|
|
75,996
|
|
|
11,010
|
|
|
7,967
|
|
|
3,043
|
|
|
769
|
|
|
100.0
|
%
|
|
|||||
|
Farmington, IL
|
|
10/23/15
|
|
1,408
|
|
|
2015
|
|
8/31/30
|
|
9,100
|
|
|
1,261
|
|
|
897
|
|
|
364
|
|
|
93
|
|
|
100.0
|
%
|
|
|||||
|
Grove, OK
|
|
10/20/15
|
|
5,583
|
|
|
2012
|
|
8/31/32
|
|
31,500
|
|
|
4,910
|
|
|
3,631
|
|
|
1,279
|
|
|
364
|
|
|
100.0
|
%
|
|
|||||
|
Jenks, OK
|
|
10/19/15
|
|
13,418
|
|
|
2009
|
|
9/24/33
|
|
80,932
|
|
|
12,063
|
|
|
8,815
|
|
|
3,248
|
|
|
912
|
|
|
100.0
|
%
|
|
|||||
|
Bloomington, IL
|
|
10/14/15
|
|
1,294
|
|
|
2015
|
|
8/31/30
|
|
9,026
|
|
|
1,164
|
|
|
818
|
|
|
346
|
|
|
85
|
|
|
100.0
|
%
|
|
|||||
|
Montrose, MN
|
|
10/14/15
|
|
1,193
|
|
|
2015
|
|
8/31/30
|
|
9,100
|
|
|
1,028
|
|
|
782
|
|
|
246
|
|
|
83
|
|
|
100.0
|
%
|
|
|||||
|
Lincoln County , MO
|
|
10/14/15
|
|
1,137
|
|
|
2015
|
|
8/31/30
|
|
9,002
|
|
|
1,021
|
|
|
740
|
|
|
281
|
|
|
76
|
|
|
100.0
|
%
|
|
|||||
|
Wilmington, IL
|
|
10/07/15
|
|
1,399
|
|
|
2015
|
|
8/31/30
|
|
9,002
|
|
|
1,256
|
|
|
904
|
|
|
352
|
|
|
93
|
|
|
100.0
|
%
|
|
|||||
|
Danville, IL
|
|
10/07/15
|
|
1,160
|
|
|
2015
|
|
8/31/30
|
|
9,100
|
|
|
1,051
|
|
|
740
|
|
|
311
|
|
|
76
|
|
|
100.0
|
%
|
|
|||||
|
Moultrie, GA
|
|
09/22/15
|
|
1,305
|
|
|
2014
|
|
6/30/29
|
|
8,225
|
|
|
1,127
|
|
|
932
|
|
|
195
|
|
|
85
|
|
|
100.0
|
%
|
|
|||||
|
Rose Hill, NC
|
|
09/22/15
|
|
1,420
|
|
|
2014
|
|
6/30/29
|
|
8,320
|
|
|
1,248
|
|
|
1,002
|
|
|
246
|
|
|
93
|
|
|
100.0
|
%
|
|
|||||
|
Rockingham, NC
|
|
09/22/15
|
|
1,158
|
|
|
2014
|
|
6/30/29
|
|
8,320
|
|
|
1,004
|
|
|
823
|
|
|
181
|
|
|
76
|
|
|
100.0
|
%
|
|
|||||
|
Biscoe, NC
|
|
09/22/15
|
|
1,216
|
|
|
2014
|
|
6/30/29
|
|
8,320
|
|
|
1,059
|
|
|
862
|
|
|
197
|
|
|
80
|
|
|
100.0
|
%
|
|
|||||
|
De Soto, IL
|
|
09/08/15
|
|
1,111
|
|
|
2015
|
|
7/31/30
|
|
9,100
|
|
|
986
|
|
|
705
|
|
|
281
|
|
|
76
|
|
|
100.0
|
%
|
|
|||||
|
Kerrville, TX
|
|
08/28/15
|
|
1,236
|
|
|
2015
|
|
7/31/30
|
|
9,100
|
|
|
1,079
|
|
|
768
|
|
|
311
|
|
|
84
|
|
|
100.0
|
%
|
|
|||||
|
Floresville, TX
|
|
08/28/15
|
|
1,312
|
|
|
2015
|
|
7/31/30
|
|
9,100
|
|
|
1,153
|
|
|
815
|
|
|
338
|
|
|
89
|
|
|
100.0
|
%
|
|
|||||
|
Minot, ND
|
|
08/19/15
|
|
6,946
|
|
|
2012
|
|
1/31/34
|
|
55,440
|
|
|
6,323
|
|
|
4,699
|
|
|
1,624
|
|
|
419
|
|
|
100.0
|
%
|
|
|||||
|
Lebanon, MI
|
|
08/14/15
|
|
1,261
|
|
|
2015
|
|
7/31/30
|
|
9,050
|
|
|
1,149
|
|
|
821
|
|
|
328
|
|
|
85
|
|
|
100.0
|
%
|
|
|||||
|
Effingham County, IL
|
|
08/10/15
|
|
1,252
|
|
|
2015
|
|
6/30/30
|
|
9,002
|
|
|
1,123
|
|
|
821
|
|
|
302
|
|
|
85
|
|
|
100.0
|
%
|
|
|||||
|
Ponce, PR
|
|
08/03/15
|
|
9,345
|
|
|
2012
|
|
8/31/37
|
|
15,660
|
|
|
8,396
|
|
|
6,522
|
|
|
1,874
|
|
|
560
|
|
|
100.0
|
%
|
|
|||||
|
Tremont, IL
|
|
06/25/15
|
|
1,192
|
|
|
2015
|
|
5/31/30
|
|
9,026
|
|
|
1,053
|
|
|
788
|
|
|
265
|
|
|
82
|
|
|
100.0
|
%
|
|
|||||
|
Pleasanton, TX
|
|
06/24/15
|
|
1,377
|
|
|
2015
|
|
5/31/30
|
|
9,026
|
|
|
1,215
|
|
|
865
|
|
|
350
|
|
|
93
|
|
|
100.0
|
%
|
|
|||||
|
Peoria, IL
|
|
06/24/15
|
|
1,293
|
|
|
2015
|
|
5/31/30
|
|
9,002
|
|
|
1,141
|
|
|
854
|
|
|
287
|
|
|
87
|
|
|
100.0
|
%
|
|
|||||
|
Bridgeport, IL
|
|
06/24/15
|
|
1,241
|
|
|
2015
|
|
5/31/30
|
|
9,100
|
|
|
1,100
|
|
|
821
|
|
|
279
|
|
|
84
|
|
|
100.0
|
%
|
|
|||||
|
Warren, MN
|
|
06/24/15
|
|
1,090
|
|
|
2015
|
|
4/30/30
|
|
9,100
|
|
|
928
|
|
|
697
|
|
|
231
|
|
|
75
|
|
|
100.0
|
%
|
|
|||||
|
Canyon Lake, TX
|
|
06/18/15
|
|
1,443
|
|
|
2015
|
|
3/31/30
|
|
9,100
|
|
|
1,274
|
|
|
907
|
|
|
367
|
|
|
98
|
|
|
100.0
|
%
|
|
|||||
|
Wheeler, TX
|
|
06/18/15
|
|
1,127
|
|
|
2015
|
|
3/31/30
|
|
9,002
|
|
|
968
|
|
|
716
|
|
|
252
|
|
|
76
|
|
|
100.0
|
%
|
|
|||||
|
Aurora, MN
|
|
06/18/15
|
|
993
|
|
|
2015
|
|
3/31/30
|
|
9,100
|
|
|
877
|
|
|
628
|
|
|
249
|
|
|
68
|
|
|
100.0
|
%
|
|
|||||
|
Red Oak, IA
|
|
05/07/15
|
|
1,208
|
|
|
2014
|
|
10/31/29
|
|
9,026
|
|
|
1,040
|
|
|
779
|
|
|
261
|
|
|
84
|
|
|
100.0
|
%
|
|
|||||
|
Zapata, TX
|
|
05/07/15
|
|
1,204
|
|
|
2015
|
|
3/31/30
|
|
9,100
|
|
|
995
|
|
|
746
|
|
|
249
|
|
|
82
|
|
|
100.0
|
%
|
|
|||||
|
St. Francis, MN
|
|
03/26/15
|
|
1,180
|
|
|
2014
|
|
1/31/30
|
|
9,002
|
|
|
973
|
|
|
733
|
|
|
240
|
|
|
79
|
|
|
100.0
|
%
|
|
|||||
|
Yorktown, TX
|
|
03/25/15
|
|
1,301
|
|
|
2015
|
|
2/28/30
|
|
10,566
|
|
|
1,078
|
|
|
785
|
|
|
293
|
|
|
86
|
|
|
100.0
|
%
|
|
|||||
|
Battle Lake, MN
|
|
03/25/15
|
|
1,168
|
|
|
2014
|
|
2/28/30
|
|
9,100
|
|
|
953
|
|
|
720
|
|
|
233
|
|
|
78
|
|
|
100.0
|
%
|
|
|||||
|
Paynesville, MN
|
|
03/05/15
|
|
1,254
|
|
|
2015
|
|
11/30/26
|
|
9,100
|
|
|
1,075
|
|
|
804
|
|
|
271
|
|
|
89
|
|
|
100.0
|
%
|
|
|||||
|
Wheaton, MO
|
|
03/05/15
|
|
970
|
|
|
2015
|
|
11/30/29
|
|
9,100
|
|
|
818
|
|
|
648
|
|
|
170
|
|
|
69
|
|
|
100.0
|
%
|
|
|||||
|
Rotterdam, NY
|
|
03/03/15
|
|
12,619
|
|
|
1996
|
|
8/31/32
|
|
115,660
|
|
|
9,713
|
|
|
8,930
|
|
|
783
|
|
|
940
|
|
|
100.0
|
%
|
|
|||||
|
Hilliard, OH
|
|
03/02/15
|
|
6,384
|
|
|
2007
|
|
8/31/32
|
|
14,820
|
|
|
5,554
|
|
|
4,555
|
|
|
999
|
|
|
399
|
|
|
100.0
|
%
|
|
|||||
|
Niles, OH
|
|
03/02/15
|
|
5,200
|
|
|
2007
|
|
11/30/32
|
|
14,820
|
|
|
4,510
|
|
|
3,701
|
|
|
809
|
|
|
325
|
|
|
100.0
|
%
|
|
|||||
|
Youngstown, OH
|
|
02/20/15
|
|
5,400
|
|
|
2005
|
|
9/30/30
|
|
14,820
|
|
|
4,645
|
|
|
3,826
|
|
|
819
|
|
|
336
|
|
|
100.0
|
%
|
|
|||||
|
Kings Mountain, NC
|
|
01/29/15
|
|
24,167
|
|
|
1995
|
|
9/30/30
|
|
467,781
|
|
|
23,804
|
|
|
18,574
|
|
|
5,230
|
|
|
1,534
|
|
|
100.0
|
%
|
|
|||||
|
Iberia, MO
|
|
01/23/15
|
|
1,328
|
|
|
2015
|
|
12/31/29
|
|
10,542
|
|
|
1,126
|
|
|
892
|
|
|
234
|
|
|
94
|
|
|
100.0
|
%
|
|
|||||
|
Pine Island, MN
|
|
01/23/15
|
|
1,142
|
|
|
2014
|
|
4/30/27
|
|
9,100
|
|
|
947
|
|
|
767
|
|
|
180
|
|
|
81
|
|
|
100.0
|
%
|
|
|||||
|
Isle, MN
|
|
01/23/15
|
|
1,077
|
|
|
2014
|
|
1/31/30
|
|
9,100
|
|
|
890
|
|
|
721
|
|
|
169
|
|
|
77
|
|
|
100.0
|
%
|
|
|||||
|
Location
|
|
Acquisition date
|
|
Acquisition price/basis
|
|
Year built/reno.
|
|
Lease expiration (1)
|
|
Approx. square footage
|
|
Carrying value of asset
|
|
Mortgage loan outstanding (2)
|
|
Asset net of mortgage loan outstanding
|
|
Annual rental income (3)
|
|
Ownership Percentage (4)
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Jacksonville, NC
|
|
01/22/15
|
|
8,632
|
|
|
2014
|
|
12/31/29
|
|
55,000
|
|
|
7,563
|
|
|
5,658
|
|
|
1,905
|
|
|
517
|
|
|
100.0
|
%
|
|
|||||
|
Evansville, IN
|
|
11/26/14
|
|
9,000
|
|
|
2014
|
|
12/31/35
|
|
71,680
|
|
|
7,736
|
|
|
6,402
|
|
|
1,334
|
|
|
540
|
|
|
100.0
|
%
|
|
|||||
|
Woodland Park, CO
|
|
11/14/14
|
|
3,969
|
|
|
2014
|
|
8/31/29
|
|
22,141
|
|
|
3,293
|
|
|
2,794
|
|
|
499
|
|
|
258
|
|
|
100.0
|
%
|
|
|||||
|
Bellport, NY
|
|
11/13/14
|
|
18,100
|
|
|
2014
|
|
8/16/34
|
|
87,788
|
|
|
15,463
|
|
|
12,803
|
|
|
2,660
|
|
|
1,119
|
|
|
100.0
|
%
|
|
|||||
|
Ankeny, IA
|
|
11/04/14
|
|
16,510
|
|
|
2013
|
|
10/30/34
|
|
94,872
|
|
|
14,210
|
|
|
11,678
|
|
|
2,532
|
|
|
991
|
|
|
100.0
|
%
|
|
|||||
|
Springfield, MO
|
|
11/04/14
|
|
11,675
|
|
|
2011
|
|
10/30/34
|
|
88,793
|
|
|
10,304
|
|
|
8,321
|
|
|
1,983
|
|
|
701
|
|
|
100.0
|
%
|
|
|||||
|
Cedar Rapids, IA
|
|
11/04/14
|
|
11,000
|
|
|
2012
|
|
10/30/34
|
|
79,389
|
|
|
9,039
|
|
|
7,780
|
|
|
1,259
|
|
|
660
|
|
|
100.0
|
%
|
|
|||||
|
Fairfield, IA
|
|
11/04/14
|
|
10,695
|
|
|
2011
|
|
10/30/34
|
|
69,280
|
|
|
9,015
|
|
|
7,568
|
|
|
1,447
|
|
|
642
|
|
|
100.0
|
%
|
|
|||||
|
Owatonna, MN
|
|
11/04/14
|
|
9,970
|
|
|
2010
|
|
10/30/34
|
|
70,825
|
|
|
8,463
|
|
|
7,091
|
|
|
1,372
|
|
|
598
|
|
|
100.0
|
%
|
|
|||||
|
Muscatine, IA
|
|
11/04/14
|
|
7,150
|
|
|
2013
|
|
10/30/34
|
|
78,218
|
|
|
7,391
|
|
|
5,085
|
|
|
2,306
|
|
|
429
|
|
|
100.0
|
%
|
|
|||||
|
Sheldon, IA
|
|
11/04/14
|
|
4,300
|
|
|
2011
|
|
10/30/34
|
|
35,385
|
|
|
3,700
|
|
|
3,058
|
|
|
642
|
|
|
258
|
|
|
100.0
|
%
|
|
|||||
|
Memphis, TN
|
|
10/24/14
|
|
5,310
|
|
|
1962
|
|
12/31/29
|
|
68,761
|
|
|
4,197
|
|
|
3,908
|
|
|
289
|
|
|
358
|
|
|
100.0
|
%
|
|
|||||
|
Bennett, CO
|
|
10/02/14
|
|
3,522
|
|
|
2014
|
|
8/31/29
|
|
21,930
|
|
|
2,883
|
|
|
2,483
|
|
|
400
|
|
|
229
|
|
|
100.0
|
%
|
|
|||||
|
Conyers, GA
|
|
08/28/14
|
|
32,530
|
|
|
2014
|
|
4/30/29
|
|
499,668
|
|
|
27,432
|
|
|
22,820
|
|
|
4,612
|
|
|
1,956
|
|
|
100.0
|
%
|
|
|||||
|
O'Fallon, IL
|
|
08/08/14
|
|
8,000
|
|
|
1984
|
|
1/31/28
|
|
141,436
|
|
|
6,324
|
|
|
5,682
|
|
|
642
|
|
|
460
|
|
|
100.0
|
%
|
|
|||||
|
El Centro, CA
|
|
08/08/14
|
|
4,277
|
|
|
2014
|
|
6/30/29
|
|
19,168
|
|
|
3,646
|
|
|
2,981
|
|
|
665
|
|
|
278
|
|
|
100.0
|
%
|
|
|||||
|
Durant, OK
|
|
01/28/13
|
|
4,991
|
|
|
2007
|
|
2/28/33
|
|
14,550
|
|
|
4,118
|
|
|
3,239
|
|
|
879
|
|
|
323
|
|
|
100.0
|
%
|
|
|||||
|
Gallatin, TN
|
|
12/28/12
|
|
5,062
|
|
|
2007
|
|
9/30/32
|
|
14,820
|
|
|
4,279
|
|
|
3,311
|
|
|
968
|
|
|
329
|
|
|
100.0
|
%
|
|
|||||
|
Mt. Airy, NC
|
|
12/27/12
|
|
4,492
|
|
|
2007
|
|
6/30/32
|
|
14,820
|
|
|
3,809
|
|
|
2,940
|
|
|
869
|
|
|
292
|
|
|
100.0
|
%
|
|
|||||
|
Aiken, SC
|
|
12/21/12
|
|
5,926
|
|
|
2008
|
|
2/28/33
|
|
14,550
|
|
|
4,972
|
|
|
3,872
|
|
|
1,100
|
|
|
384
|
|
|
100.0
|
%
|
|
|||||
|
Johnson City, TN
|
|
12/21/12
|
|
5,262
|
|
|
2007
|
|
3/30/32
|
|
14,550
|
|
|
4,301
|
|
|
3,441
|
|
|
860
|
|
|
341
|
|
|
100.0
|
%
|
|
|||||
|
Palmview, TX
|
|
12/19/12
|
|
6,820
|
|
|
2012
|
|
8/31/37
|
|
14,820
|
|
|
5,718
|
|
|
4,529
|
|
|
1,189
|
|
|
437
|
|
|
100.0
|
%
|
|
|||||
|
Ooltewah, TN
|
|
12/18/12
|
|
5,703
|
|
|
2008
|
|
1/31/33
|
|
14,550
|
|
|
4,674
|
|
|
3,793
|
|
|
881
|
|
|
365
|
|
|
100.0
|
%
|
|
|||||
|
Abingdon, VA
|
|
12/18/12
|
|
4,688
|
|
|
2006
|
|
6/30/31
|
|
15,371
|
|
|
4,100
|
|
|
3,045
|
|
|
1,055
|
|
|
300
|
|
|
100.0
|
%
|
|
|||||
|
Wichita, KS
|
|
12/14/12
|
|
7,200
|
|
|
2012
|
|
12/31/32
|
|
73,322
|
|
|
5,542
|
|
|
4,746
|
|
|
796
|
|
|
536
|
|
|
100.0
|
%
|
|
|||||
|
North Dartmouth, MA
|
|
09/21/12
|
|
29,965
|
|
|
1989
|
|
8/31/32
|
|
103,680
|
|
|
21,379
|
|
|
18,775
|
|
|
2,604
|
|
|
2,256
|
|
|
100.0
|
%
|
|
|||||
|
Vineland, NJ
|
|
09/21/12
|
|
22,507
|
|
|
2003
|
|
8/31/32
|
|
115,368
|
|
|
16,502
|
|
|
13,801
|
|
|
2,701
|
|
|
1,695
|
|
|
100.0
|
%
|
|
|||||
|
Saratoga Springs, NY
|
|
09/21/12
|
|
20,222
|
|
|
1994
|
|
8/31/32
|
|
116,620
|
|
|
14,598
|
|
|
12,400
|
|
|
2,198
|
|
|
1,523
|
|
|
100.0
|
%
|
|
|||||
|
Waldorf, MD
|
|
09/21/12
|
|
18,803
|
|
|
1999
|
|
8/31/32
|
|
115,660
|
|
|
14,700
|
|
|
11,530
|
|
|
3,170
|
|
|
1,416
|
|
|
100.0
|
%
|
|
|||||
|
Mooresville, NC
|
|
09/21/12
|
|
17,644
|
|
|
2000
|
|
8/31/32
|
|
108,528
|
|
|
12,583
|
|
|
10,819
|
|
|
1,764
|
|
|
1,329
|
|
|
100.0
|
%
|
|
|||||
|
Sennett, NY
|
|
09/21/12
|
|
7,476
|
|
|
1996
|
|
8/31/32
|
|
68,160
|
|
|
5,242
|
|
|
4,684
|
|
|
558
|
|
|
641
|
|
|
100.0
|
%
|
|
|||||
|
DeLeon Springs, FL
|
|
08/13/12
|
|
1,242
|
|
|
2011
|
|
1/31/27
|
|
9,100
|
|
|
890
|
|
|
811
|
|
|
79
|
|
|
98
|
|
|
100.0
|
%
|
|
|||||
|
Orange City, FL
|
|
05/23/12
|
|
1,317
|
|
|
2011
|
|
4/30/27
|
|
9,026
|
|
|
949
|
|
|
798
|
|
|
151
|
|
|
103
|
|
|
100.0
|
%
|
|
|||||
|
Satsuma, FL
|
|
04/19/12
|
|
1,092
|
|
|
2011
|
|
11/30/26
|
|
9,026
|
|
|
737
|
|
|
719
|
|
|
18
|
|
|
86
|
|
|
100.0
|
%
|
|
|||||
|
Greenwood, AR
|
|
04/12/12
|
|
5,147
|
|
|
2009
|
|
6/30/34
|
|
13,650
|
|
|
4,181
|
|
|
3,383
|
|
|
798
|
|
|
332
|
|
|
100.0
|
%
|
|
|||||
|
Snellville, GA
|
|
04/04/12
|
|
8,000
|
|
|
2011
|
|
4/30/32
|
|
67,375
|
|
|
6,048
|
|
|
5,300
|
|
|
748
|
|
|
626
|
|
|
100.0
|
%
|
|
|||||
|
Columbia, SC
|
|
04/04/12
|
|
7,800
|
|
|
2001
|
|
4/30/32
|
|
71,744
|
|
|
6,151
|
|
|
5,156
|
|
|
995
|
|
|
610
|
|
|
100.0
|
%
|
|
|||||
|
Millbrook, AL
|
|
03/28/12
|
|
6,941
|
|
|
2008
|
|
3/22/32
|
|
14,820
|
|
|
5,529
|
|
|
4,561
|
|
|
968
|
|
|
448
|
|
|
100.0
|
%
|
|
|||||
|
Pittsfield, MA
|
|
02/17/12
|
|
14,700
|
|
|
2011
|
|
10/29/31
|
|
85,188
|
|
|
11,366
|
|
|
11,063
|
|
|
303
|
|
|
1,118
|
|
|
100.0
|
%
|
|
|||||
|
Spartanburg, SC
|
|
01/14/11
|
|
3,870
|
|
|
2007
|
|
8/31/32
|
|
14,820
|
|
|
3,167
|
|
|
3,386
|
|
|
(219
|
)
|
|
291
|
|
|
100.0
|
%
|
|
|||||
|
Tupelo, MS
|
|
08/13/10
|
|
5,128
|
|
|
2007
|
|
1/31/33
|
|
14,691
|
|
|
3,974
|
|
|
—
|
|
|
3,974
|
|
|
400
|
|
|
100.0
|
%
|
|
|||||
|
Lilburn, GA
|
|
08/12/10
|
|
5,791
|
|
|
2007
|
|
10/31/32
|
|
14,752
|
|
|
4,458
|
|
|
3,514
|
|
|
944
|
|
|
443
|
|
|
100.0
|
%
|
|
|||||
|
Douglasville, GA
|
|
08/12/10
|
|
5,409
|
|
|
2008
|
|
10/31/33
|
|
13,434
|
|
|
4,357
|
|
|
—
|
|
|
4,357
|
|
|
417
|
|
|
100.0
|
%
|
|
|||||
|
Elkton, MD
|
|
07/27/10
|
|
4,872
|
|
|
2008
|
|
10/31/33
|
|
13,706
|
|
|
3,758
|
|
|
4,428
|
|
|
(670
|
)
|
|
380
|
|
|
100.0
|
%
|
|
|||||
|
Lexington, SC
|
|
06/28/10
|
|
4,732
|
|
|
2009
|
|
9/30/33
|
|
14,820
|
|
|
3,783
|
|
|
—
|
|
|
3,783
|
|
|
362
|
|
|
100.0
|
%
|
|
|||||
|
Total Net Leased
|
|
751,422
|
|
|
|
|
|
|
5,291,867
|
|
|
669,483
|
|
|
500,925
|
|
|
168,558
|
|
|
50,633
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Location
|
|
Acquisition date
|
|
Acquisition price/basis
|
|
Year built/reno.
|
|
Lease expiration (1)
|
|
Approx. square footage
|
|
Carrying value of asset
|
|
Mortgage loan outstanding (2)
|
|
Asset net of mortgage loan outstanding
|
|
Annual rental income (3)
|
|
Ownership Percentage (4)
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Diversified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Omaha, NE
|
|
02/27/19
|
|
18,200
|
|
|
1969
|
|
|
|
108,555
|
|
|
17,733
|
|
|
—
|
|
|
17,733
|
|
|
—
|
|
|
100.0
|
%
|
|
|||||
|
Isla Vista, CA
|
|
05/01/18
|
|
83,442
|
|
|
2005
|
|
7/2/19(6)
|
|
117,324
|
|
|
82,912
|
|
|
69,227
|
|
|
13,685
|
|
|
7,486
|
|
|
75.0
|
%
|
(8)
|
|||||
|
Lithia Springs, GA
|
|
03/08/18
|
|
24,466
|
|
|
2005
|
|
|
|
617,969
|
|
|
23,780
|
|
|
18,464
|
|
|
5,316
|
|
|
—
|
|
|
70.6
|
%
|
(8)
|
|||||
|
Crum Lynne, PA
|
|
09/29/17
|
|
9,196
|
|
|
1999
|
|
9/30/32
|
|
56,320
|
|
|
9,977
|
|
|
6,028
|
|
|
3,949
|
|
|
675
|
|
|
100.0
|
%
|
|
|||||
|
Miami, FL
|
|
08/31/17
|
|
38,145
|
|
|
1987
|
|
9/30/18(8)
|
|
166,176
|
|
|
35,523
|
|
|
—
|
|
|
35,523
|
|
|
3,946
|
|
|
80.0
|
%
|
(8)
|
|||||
|
Peoria, IL
|
|
10/21/16
|
|
2,760
|
|
|
1926
|
|
7/31/30
|
|
252,940
|
|
|
3,198
|
|
|
—
|
|
|
3,198
|
|
|
1,663
|
|
|
100.0
|
%
|
|
|||||
|
Ewing, NJ
|
|
08/04/16
|
|
30,640
|
|
|
2009
|
|
7/31/30
|
|
110,765
|
|
|
27,231
|
|
|
21,751
|
|
|
5,480
|
|
|
2,040
|
|
|
100.0
|
%
|
|
|||||
|
Carmel, NY
|
|
10/14/15
|
|
6,706
|
|
|
1985
|
|
1/31/39
|
|
50,121
|
|
|
6,120
|
|
|
—
|
|
|
6,120
|
|
|
462
|
|
|
100.0
|
%
|
|
|||||
|
Richmond, VA
|
|
08/14/14
|
|
19,850
|
|
|
1986
|
|
4/30/21
|
|
195,881
|
|
|
15,074
|
|
|
15,556
|
|
|
(482
|
)
|
|
2,731
|
|
|
77.5
|
%
|
(8)
|
|||||
|
Richmond, VA
|
|
06/07/13
|
|
118,406
|
|
|
1984
|
|
4/30/21
|
|
994,040
|
|
|
77,093
|
|
|
73,299
|
|
|
3,794
|
|
|
12,117
|
|
|
77.5
|
%
|
(8)
|
|||||
|
Oakland County, MI
|
|
02/01/13
|
|
18,000
|
|
|
1989
|
|
12/31/21
|
|
240,900
|
|
|
10,380
|
|
|
18,063
|
|
|
(7,683
|
)
|
|
4,506
|
|
|
90.0
|
%
|
(8)
|
|||||
|
Total Diversified
|
|
369,811
|
|
|
|
|
|
|
2,910,991
|
|
|
309,021
|
|
|
222,388
|
|
|
86,633
|
|
|
35,626
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Condominium
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Miami, FL
|
|
11/21/13
|
|
80,000
|
|
|
2010
|
|
|
|
(10)
|
|
2,363
|
|
|
—
|
|
|
2,363
|
|
|
88
|
|
|
100.0
|
%
|
(11)
|
||||||
|
Las Vegas, NV
|
|
12/20/12
|
|
119,000
|
|
|
2006
|
|
|
|
(12)
|
|
466
|
|
|
—
|
|
|
466
|
|
|
—
|
|
|
98.8
|
%
|
(8)(13)
|
||||||
|
Total Condominium
|
|
199,000
|
|
|
|
|
|
|
—
|
|
|
2,829
|
|
|
—
|
|
|
2,829
|
|
|
88
|
|
|
|
|
||||||||
|
Total
|
|
|
|
$
|
1,320,233
|
|
|
|
|
|
|
8,202,858
|
|
|
$
|
981,333
|
|
|
$
|
723,313
|
|
|
$
|
258,020
|
|
|
$
|
86,347
|
|
|
|
|
|
|
|
|
(1)
|
Lease expirations reflect the earliest date the lease is cancellable without penalty, although actual terms may be longer.
|
|
(2)
|
Non-recourse.
|
|
(3)
|
Annual rental income represents twelve months of contractual rental income, excluding concessions, due under leases outstanding for the year ended December 31, 2019. Operating lease income on the consolidated statements of income represents rental income earned and recorded on a straight line basis over the term of the lease.
|
|
(4)
|
Properties were consolidated as of acquisition date.
|
|
(5)
|
Property is a hotel.
|
|
(6)
|
40 property student housing portfolio with 73 leaseable units with short term rentals that are renewed regularly. Represents longest term lease expiration date.
|
|
(7)
|
Property was acquired with no lease in place.
|
|
(8)
|
See Note 12 to our consolidated financial statements for further information regarding noncontrolling interests.
|
|
(9)
|
This is an apartment complex with short term rentals that are renewed regularly. Represents longest term lease expiration date.
|
|
(10)
|
Eight remaining condominium units. As of September 30, 2019, two condominium units were under contract for sale with a book value of $0.5 million.
|
|
(11)
|
We own a portfolio of residential condominium units, some of which are subject to residential leases. We intend to sell these units. The residential leases are generally short term in nature and are not included in the table above given our intention to sell the units.
|
|
(12)
|
One remaining condominium unit. There were no condominium units under contract for sale as of September 30, 2019.
|
|
(13)
|
We own, through a majority-owned joint venture with an operating partner, a residential condominium unit. The joint venture intends to sell this unit.
|
|
•
|
$611.6 million of gross proceeds we raised in our initial equity private placement beginning in October 2008,
|
|
•
|
$257.4 million of gross proceeds we raised in our follow-on equity private placement in the third quarter of 2011,
|
|
•
|
$325.0 million of gross proceeds from the issuance of 2017 Notes in 2012,
|
|
•
|
$259.0 million of gross proceeds from the issuance of Class A common stock in 2014,
|
|
•
|
$300.0 million of gross proceeds from the issuance of 2021 Notes in 2014,
|
|
•
|
$500.0 million of gross proceeds from the issuance of 2022 Notes in 2017,
|
|
•
|
$400.0 million of gross proceeds from the issuance of 2025 Notes in 2017,
|
|
•
|
$99.0 million of gross proceeds we raised in our primary equity offering in the fourth quarter of 2018, and
|
|
•
|
existing debt facilities, and other borrowing programs in which we participate.
|
|
|
Three Months Ended September 30,
|
|
2019 vs
|
||||||||
|
|
2019
|
|
2018
|
|
2018
|
||||||
|
|
|
|
|
|
|
||||||
|
Net interest income
|
|
|
|
|
|
|
|
||||
|
Interest income
|
$
|
82,251
|
|
|
$
|
90,386
|
|
|
$
|
(8,135
|
)
|
|
Interest expense
|
51,397
|
|
|
51,476
|
|
|
(79
|
)
|
|||
|
Net interest income
|
30,854
|
|
|
38,910
|
|
|
(8,056
|
)
|
|||
|
Provision for loan losses
|
—
|
|
|
10,300
|
|
|
(10,300
|
)
|
|||
|
Net interest income after provision for loan losses
|
30,854
|
|
|
28,610
|
|
|
2,244
|
|
|||
|
|
|
|
|
|
|
||||||
|
Other income (loss)
|
|
|
|
|
|
|
|
||||
|
Operating lease income
|
24,405
|
|
|
24,997
|
|
|
(592
|
)
|
|||
|
Sale of loans, net
|
11,247
|
|
|
1,861
|
|
|
9,386
|
|
|||
|
Realized gain (loss) on securities
|
3,396
|
|
|
(2,554
|
)
|
|
5,950
|
|
|||
|
Unrealized gain (loss) on equity securities
|
254
|
|
|
—
|
|
|
254
|
|
|||
|
Unrealized gain (loss) on Agency interest-only securities
|
16
|
|
|
142
|
|
|
(126
|
)
|
|||
|
Realized gain (loss) on sale of real estate, net
|
2,082
|
|
|
63,704
|
|
|
(61,622
|
)
|
|||
|
Fee and other income
|
5,166
|
|
|
4,851
|
|
|
315
|
|
|||
|
Net result from derivative transactions
|
(9,465
|
)
|
|
7,115
|
|
|
(16,580
|
)
|
|||
|
Earnings (loss) from investment in unconsolidated joint ventures
|
1,094
|
|
|
401
|
|
|
693
|
|
|||
|
Gain (loss) on extinguishment/defeasance of debt
|
—
|
|
|
(4,323
|
)
|
|
4,323
|
|
|||
|
Total other income (loss)
|
38,195
|
|
|
96,194
|
|
|
(57,999
|
)
|
|||
|
Costs and expenses
|
|
|
|
|
|
|
|
||||
|
Salaries and employee benefits
|
14,319
|
|
|
15,792
|
|
|
(1,473
|
)
|
|||
|
Operating expenses
|
5,314
|
|
|
5,464
|
|
|
(150
|
)
|
|||
|
Real estate operating expenses
|
6,270
|
|
|
7,152
|
|
|
(882
|
)
|
|||
|
Fee expense
|
2,056
|
|
|
1,311
|
|
|
745
|
|
|||
|
Depreciation and amortization
|
9,030
|
|
|
10,417
|
|
|
(1,387
|
)
|
|||
|
Total costs and expenses
|
36,989
|
|
|
40,136
|
|
|
(3,147
|
)
|
|||
|
Income (loss) before taxes
|
32,060
|
|
|
84,668
|
|
|
(52,608
|
)
|
|||
|
Income tax expense (benefit)
|
1,112
|
|
|
1,204
|
|
|
(92
|
)
|
|||
|
Net income (loss)
|
30,948
|
|
|
83,464
|
|
|
(52,516
|
)
|
|||
|
•
|
a decrease in total other income (loss) of $58.0 million, primarily as a result of a $61.6 million decrease in realized gain (loss) on opportunistic sales of real estate, net, a $16.6 million decrease in net results from derivative transactions, partially offset by an increase of $9.4 million in sale of loans, net and a $6.0 million increase in realized gain (loss) on securities;
|
|
•
|
a decrease in net interest income of $8.1 million, primarily as a result of lower average loan balances and lower interest expense attributable to the increase in LIBOR rates throughout 2018 and the decrease in the average yield on the securities portfolio year-over-year;
|
|
•
|
a decrease in total costs and expenses of $3.1 million compared to the prior year, primarily as a result of a $1.5 million decrease in salaries and employee benefits, and a $1.4 million decrease in depreciation and amortization; and
|
|
•
|
a decrease in income tax expense (benefit) of $0.1 million compared to the prior year, primarily attributable to a decrease in forecasted GAAP income in our TRSs.
|
|
|
Nine Months Ended September 30,
|
|
2019 vs
|
||||||||
|
|
2019
|
|
2018
|
|
2018
|
||||||
|
|
|
|
|
|
|
||||||
|
Net interest income
|
|
|
|
|
|
|
|
||||
|
Interest income
|
$
|
254,040
|
|
|
$
|
253,822
|
|
|
$
|
218
|
|
|
Interest expense
|
155,015
|
|
|
144,606
|
|
|
10,409
|
|
|||
|
Net interest income
|
99,025
|
|
|
109,216
|
|
|
(10,191
|
)
|
|||
|
Provision for loan losses
|
600
|
|
|
13,600
|
|
|
(13,000
|
)
|
|||
|
Net interest income after provision for loan losses
|
98,425
|
|
|
95,616
|
|
|
2,809
|
|
|||
|
|
|
|
|
|
|
||||||
|
Other income (loss)
|
|
|
|
|
|
|
|
||||
|
Operating lease income
|
81,106
|
|
|
79,306
|
|
|
1,800
|
|
|||
|
Sale of loans, net
|
38,589
|
|
|
12,893
|
|
|
25,696
|
|
|||
|
Realized gain (loss) on securities
|
10,726
|
|
|
(4,896
|
)
|
|
15,622
|
|
|||
|
Unrealized gain (loss) on equity securities
|
1,341
|
|
|
—
|
|
|
1,341
|
|
|||
|
Unrealized gain (loss) on Agency interest-only securities
|
38
|
|
|
456
|
|
|
(418
|
)
|
|||
|
Realized gain (loss) on sale of real estate, net
|
963
|
|
|
96,341
|
|
|
(95,378
|
)
|
|||
|
Impairment of real estate
|
(1,350
|
)
|
|
—
|
|
|
(1,350
|
)
|
|||
|
Fee and other income
|
17,047
|
|
|
17,579
|
|
|
(532
|
)
|
|||
|
Net result from derivative transactions
|
(35,956
|
)
|
|
29,156
|
|
|
(65,112
|
)
|
|||
|
Earnings (loss) from investment in unconsolidated joint ventures
|
3,617
|
|
|
466
|
|
|
3,151
|
|
|||
|
Gain (loss) on extinguishment/defeasance of debt
|
(1,070
|
)
|
|
(4,392
|
)
|
|
3,322
|
|
|||
|
Total other income (loss)
|
115,051
|
|
|
226,909
|
|
|
(111,858
|
)
|
|||
|
Costs and expenses
|
|
|
|
|
|
|
|
||||
|
Salaries and employee benefits
|
52,800
|
|
|
46,754
|
|
|
6,046
|
|
|||
|
Operating expenses
|
16,727
|
|
|
16,608
|
|
|
119
|
|
|||
|
Real estate operating expenses
|
17,776
|
|
|
23,806
|
|
|
(6,030
|
)
|
|||
|
Fee expense
|
4,951
|
|
|
2,953
|
|
|
1,998
|
|
|||
|
Depreciation and amortization
|
29,192
|
|
|
31,896
|
|
|
(2,704
|
)
|
|||
|
Total costs and expenses
|
121,446
|
|
|
122,017
|
|
|
(571
|
)
|
|||
|
Income (loss) before taxes
|
92,030
|
|
|
200,508
|
|
|
(108,478
|
)
|
|||
|
Income tax expense (benefit)
|
478
|
|
|
5,679
|
|
|
(5,201
|
)
|
|||
|
Net income (loss)
|
91,552
|
|
|
194,829
|
|
|
(103,277
|
)
|
|||
|
•
|
a decrease in total other income (loss) of $111.9 million, primarily as a result of a $95.4 million decrease in profits on sale of real estate and $65.1 million decrease in net results from derivative transactions, partially offset by an increase of $25.7 million in sales of loans, net, an increase of $15.6 million in realized gains on securities and an increase of $3.2 million in earnings (loss) from investment in unconsolidated joint ventures;
|
|
•
|
a decrease in total costs and expenses of $0.6 million compared to the prior year, primarily as a result of a $6.0 million increase in salaries and employee benefits relating to equity compensation, offset by a $6.0 million decrease in real estate operating expenses; and
|
|
•
|
a decrease in income tax expense (benefit) of $5.2 million compared to the prior year, primarily as a result of a significant reduction in real estate sales and net interest income in our TRSs.
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
|
Net cash provided by (used in) operating activities
|
$
|
64,245
|
|
|
$
|
(51,339
|
)
|
|
Net cash provided by (used in) investing activities
|
(285,759
|
)
|
|
(320,031
|
)
|
||
|
Net cash provided by (used in) financing activities
|
244,817
|
|
|
273,600
|
|
||
|
Net increase (decrease) in cash and cash equivalents
|
$
|
23,303
|
|
|
$
|
(97,770
|
)
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
|
Committed loan repurchase facilities
|
$
|
760,521
|
|
|
$
|
497,531
|
|
|
Committed securities repurchase facility
|
85,457
|
|
|
—
|
|
||
|
Uncommitted securities repurchase facilities
|
940,070
|
|
|
166,154
|
|
||
|
Total repurchase facilities
|
1,786,048
|
|
|
663,685
|
|
||
|
Revolving credit facility
|
—
|
|
|
—
|
|
||
|
Mortgage loan financing(1)
|
723,313
|
|
|
743,902
|
|
||
|
CLO debt(2)
|
117,760
|
|
|
601,543
|
|
||
|
Participation financing - mortgage loan receivable
|
—
|
|
|
2,453
|
|
||
|
Borrowings from the FHLB
|
1,076,449
|
|
|
1,286,000
|
|
||
|
Senior unsecured notes(3)
|
1,157,117
|
|
|
1,154,991
|
|
||
|
Total debt obligations, net
|
$
|
4,860,687
|
|
|
$
|
4,452,574
|
|
|
|
|
(1)
|
Presented net of unamortized debt issuance costs of $0.4 million and $0.7 million as of September 30, 2019 and December 31, 2018, respectively.
|
|
(2)
|
Presented net of unamortized debt issuance costs of $0.4 million and $2.6 million as of September 30, 2019 and December 31, 2018, respectively.
|
|
(3)
|
Presented net of unamortized debt issuance costs of $9.1 million and $11.2 million as of September 30, 2019 and December 31, 2018, respectively.
|
|
|
|
Collateralized Borrowings Under Repurchase Agreements (1)
|
||||||||||
|
Quarter Ended
|
|
Quarter-end balance
|
|
Average quarterly balance
|
|
Maximum balance of any month-end
|
||||||
|
|
|
|
|
|
|
|
||||||
|
September 30, 2016
|
|
$
|
1,458,327
|
|
|
$
|
1,393,122
|
|
|
$
|
1,468,013
|
|
|
December 31, 2016
|
|
1,107,185
|
|
|
1,397,061
|
|
|
1,555,941
|
|
|||
|
March 31, 2017
|
|
1,039,356
|
|
|
1,073,893
|
|
|
1,119,863
|
|
|||
|
June 30, 2017
|
|
1,149,605
|
|
|
1,264,948
|
|
|
1,373,953
|
|
|||
|
September 30, 2017
|
|
913,137
|
|
|
1,126,201
|
|
|
1,301,334
|
|
|||
|
December 31, 2017
|
|
473,410
|
|
|
739,721
|
|
|
892,081
|
|
|||
|
March 31, 2018
|
|
754,377
|
|
|
721,139
|
|
|
773,383
|
|
|||
|
June 30, 2018
|
|
819,962
|
|
|
787,568
|
|
|
819,962
|
|
|||
|
September 30, 2018
|
|
973,616
|
|
|
934,554
|
|
|
973,616
|
|
|||
|
December 31, 2018
|
|
663,686
|
|
|
735,350
|
|
|
820,080
|
|
|||
|
March 31, 2019
|
|
1,030,082
|
|
|
968,984
|
|
|
1,030,082
|
|
|||
|
June 30, 2019
|
|
1,267,371
|
|
|
1,221,388
|
|
|
1,300,175
|
|
|||
|
September 30, 2019
|
|
1,786,048
|
|
|
1,599,183
|
|
|
1,786,048
|
|
|||
|
|
|
(1)
|
Collateralized borrowings under repurchase agreements include all securities and loan financing under repurchase agreements.
|
|
1.
|
New advances (including any existing advances that are extended during the Transition Period) will have maturity dates on or before February 19, 2021; and
|
|
2.
|
The FHLB will make new advances to Tuebor subject to a requirement that Tuebor’s total outstanding advances do not exceed 40% of Tuebor’s total assets. As of September 30, 2019, the Company is in compliance with this requirement.
|
|
|
|
Shares
|
|
Amount(1)
|
|||
|
|
|
|
|
|
|||
|
Authorizations remaining as of December 31, 2018
|
|
|
|
$
|
41,769
|
|
|
|
Additional authorizations
|
|
|
|
—
|
|
||
|
Repurchases paid
|
|
40,065
|
|
|
(637
|
)
|
|
|
Repurchases unsettled
|
|
|
|
—
|
|
||
|
Authorizations remaining as of September 30, 2019
|
|
|
|
$
|
41,132
|
|
|
|
|
|
|
|
Shares
|
|
Amount(1)
|
|||
|
|
|
|
|
|
|||
|
Authorizations remaining as of December 31, 2017
|
|
|
|
$
|
41,769
|
|
|
|
Additional authorizations
|
|
|
|
—
|
|
||
|
Repurchases paid
|
|
—
|
|
|
—
|
|
|
|
Repurchases unsettled
|
|
|
|
—
|
|
||
|
Authorizations remaining as of September 30, 2018
|
|
|
|
$
|
41,769
|
|
|
|
|
|
Declaration Date
|
|
Dividend per Share
|
||
|
|
|
|
||
|
February 27, 2019
|
|
$
|
0.340
|
|
|
May 30, 2019
|
|
0.340
|
|
|
|
August 22, 2019
|
|
0.340
|
|
|
|
Total
|
|
$
|
1.020
|
|
|
|
|
|
||
|
February 27, 2018
|
|
$
|
0.315
|
|
|
May 30, 2018
|
|
0.325
|
|
|
|
September 5, 2018
|
|
0.325
|
|
|
|
Total
|
|
$
|
0.965
|
|
|
|
Contractual Obligations
|
||||||||||||||||||
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Secured financings
|
$
|
1,586,058
|
|
(1)
|
$
|
1,223,774
|
|
|
$
|
519,246
|
|
|
$
|
369,924
|
|
|
$
|
3,699,002
|
|
|
Senior unsecured notes
|
—
|
|
|
766,201
|
|
|
—
|
|
|
400,000
|
|
|
1,166,201
|
|
|||||
|
Interest payable(2)
|
123,167
|
|
|
158,852
|
|
|
44,805
|
|
|
31,500
|
|
|
358,324
|
|
|||||
|
Other funding obligations(3)
|
257,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257,725
|
|
|||||
|
Payments pursuant to tax receivable agreement
|
104
|
|
|
208
|
|
|
208
|
|
|
1,039
|
|
|
1,559
|
|
|||||
|
Operating lease obligations
|
604
|
|
|
2,361
|
|
|
98
|
|
|
—
|
|
|
3,063
|
|
|||||
|
Total
|
$
|
1,967,658
|
|
|
$
|
2,151,396
|
|
|
$
|
564,357
|
|
|
$
|
802,463
|
|
|
$
|
5,485,874
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) before taxes
|
$
|
32,060
|
|
|
$
|
84,668
|
|
|
$
|
92,030
|
|
|
$
|
200,508
|
|
|
|
Net (income) loss attributable to noncontrolling interest in consolidated joint ventures and operating partnership (GAAP)(1)
|
(71
|
)
|
|
(7,851
|
)
|
|
667
|
|
|
(16,155
|
)
|
|||||
|
Our share of real estate depreciation, amortization and gain adjustments(2)(3)
|
6,741
|
|
|
(12,435
|
)
|
|
18,999
|
|
|
2,398
|
|
|||||
|
Adjustments for unrecognized derivative results(4)
|
1,889
|
|
|
(3,614
|
)
|
|
13,191
|
|
|
(16,320
|
)
|
|||||
|
Unrealized (gain) loss on fair value securities
|
(248
|
)
|
|
(142
|
)
|
|
(1,475
|
)
|
|
(456
|
)
|
|||||
|
Adjustment for economic gain on securitization transactions not recognized under GAAP for which risk has been substantially transferred, net of reversal/amortization
|
(168
|
)
|
|
7
|
|
|
(817
|
)
|
|
(530
|
)
|
|||||
|
Non-cash stock-based compensation
|
3,918
|
|
|
2,763
|
|
|
19,383
|
|
|
8,186
|
|
|||||
|
Core earnings
|
$
|
44,121
|
|
|
$
|
63,396
|
|
|
$
|
141,978
|
|
|
$
|
177,631
|
|
|
|
|
|
(1)
|
Includes $7 thousand and $8 thousand of net income attributable to noncontrolling interest in consolidated joint ventures which are included in net (income) loss attributable to noncontrolling interest in operating partnership on the consolidated statements of income for the three months ended September 30, 2019 and 2018, respectively. Includes $24 thousand and $23 thousand of net income attributable to noncontrolling interest in consolidated joint ventures which are included in net (income) loss attributable to noncontrolling interest in operating partnership on the consolidated statements of income for the nine months ended September 30, 2019 and 2018, respectively.
|
|
•
|
Core earnings does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations and is not necessarily indicative of cash necessary to fund cash needs; and
|
|
•
|
other companies in our industry may calculate core earnings differently than we do, limiting its usefulness as a comparative measure.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Number of loans
|
10
|
|
|
13
|
|
|
46
|
|
|
80
|
|
|||||
|
Face amount of loans sold into securitizations
|
$
|
140,673
|
|
|
$
|
101,978
|
|
|
$
|
548,125
|
|
|
$
|
939,314
|
|
|
|
Number of securitizations
|
1
|
|
|
1
|
|
|
4
|
|
|
6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Income from sales of loans, net
|
$
|
11,247
|
|
|
$
|
1,861
|
|
|
$
|
38,589
|
|
|
$
|
12,893
|
|
|
|
Realized losses on loans related to lower of cost or market adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
463
|
|
|||||
|
Hedge gain/(loss) related to loans securitized(1)
|
(5,039
|
)
|
|
453
|
|
|
(15,371
|
)
|
|
9,329
|
|
|||||
|
Income from sales of securitized loans, net of hedging
|
6,208
|
|
|
2,314
|
|
|
23,218
|
|
|
22,685
|
|
|||||
|
Adjustment for economic gain on securitization transactions not recognized under GAAP for which risk has been substantially transferred
|
357
|
|
|
265
|
|
|
483
|
|
|
232
|
|
|||||
|
Core gain on sale of securitized loans
|
$
|
6,565
|
|
|
$
|
2,579
|
|
|
$
|
23,701
|
|
|
$
|
22,917
|
|
|
|
|
|
(1)
|
The following is a reconciliation of net results from derivative transactions, which is the closest GAAP measure, as reported in our consolidated financial statements included herein to the non-GAAP financial measure of hedge gain/(loss) related to loans securitized ($ in thousands):
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net results from derivative transactions
|
$
|
(9,465
|
)
|
|
$
|
7,115
|
|
|
$
|
(35,956
|
)
|
|
$
|
29,156
|
|
|
|
Hedge gain/(loss) related to lending and securities positions
|
4,426
|
|
|
(6,662
|
)
|
|
20,585
|
|
|
(19,827
|
)
|
|||||
|
Hedge gain/(loss) related to loans securitized
|
$
|
(5,039
|
)
|
|
$
|
453
|
|
|
$
|
(15,371
|
)
|
|
$
|
9,329
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
|
Debt obligations, net
|
$
|
4,860,687
|
|
|
$
|
4,452,574
|
|
|
Less: CLO debt(1)
|
(117,760
|
)
|
|
(601,543
|
)
|
||
|
Adjusted debt obligations
|
4,742,927
|
|
|
3,851,031
|
|
||
|
|
|
|
|
||||
|
Total equity
|
1,639,250
|
|
|
1,643,635
|
|
||
|
|
|
|
|
||||
|
Adjusted leverage
|
2.9
|
|
|
2.3
|
|
||
|
|
|
(1)
|
As more fully discussed in Note 7 to our consolidated financial statements, we contributed over $888.4 million of balance sheet loans into two CLO securitizations that remain on our balance sheet for accounting purposes but should be excluded from debt obligations for adjusted leverage calculation purposes.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense
|
$
|
(51,397
|
)
|
|
$
|
(51,476
|
)
|
|
$
|
(155,015
|
)
|
|
$
|
(144,606
|
)
|
|
|
Interest expense related to liability for transfers not considered sales(1)
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|||||
|
Net interest expense component of hedging activities(2)
|
(436
|
)
|
|
(1,365
|
)
|
|
(1,927
|
)
|
|
(5,789
|
)
|
|||||
|
Cost of funds
|
$
|
(51,833
|
)
|
|
$
|
(52,841
|
)
|
|
$
|
(156,850
|
)
|
|
$
|
(150,395
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest income
|
$
|
82,251
|
|
|
$
|
90,386
|
|
|
$
|
254,040
|
|
|
$
|
253,822
|
|
|
|
Interest income related to mortgage loans transferred but not considered sold(1)
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|||||
|
Cost of funds
|
(51,833
|
)
|
|
(52,841
|
)
|
|
(156,850
|
)
|
|
(150,395
|
)
|
|||||
|
Interest income, net of cost of funds
|
$
|
30,418
|
|
|
$
|
37,545
|
|
|
$
|
97,098
|
|
|
$
|
103,427
|
|
|
|
|
|
|
Projected change
in net income(1)
|
|
Projected change
in portfolio
value
|
||||
|
|
|
|
|
||||
|
Change in interest rate:
|
|
|
|
||||
|
Decrease by 1.00%
|
$
|
(3,656
|
)
|
|
$
|
15,800
|
|
|
Increase by 1.00%
|
13,311
|
|
|
(15,565
|
)
|
||
|
|
|
(1)
|
Subject to limits for floors on our floating rate investments and indebtedness.
|
|
ISSUER PURCHASE OF EQUITY SECURITIES
|
||||||||||||||
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
July 1, 2019 - July 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
41,132
|
|
|
August 1, 2019 - August 31, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,132
|
|
||
|
September 1, 2019 - September 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,132
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
41,132
|
|
|
|
|
(1)
|
In August 2015, we publicly disclosed that our board of directors had authorized the Company to repurchase up to $50.0 million of the Company’s Class A common stock from time to time.
|
|
EXHIBIT INDEX
|
||
|
|
|
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
|
|
||
|
|
||
|
32.1*
|
|
|
|
32.2*
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL (iXBRL) document
|
|
101.SCH
|
|
iXBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
iXBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
|
iXBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
iXBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
iXBRL Taxonomy Extension Presentation Linkbase Document
|
|
104
|
|
Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101
|
|
|
|
|
|
LADDER CAPITAL CORP
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: November 7, 2019
|
|
By:
|
/s/ BRIAN HARRIS
|
|
|
|
|
Brian Harris
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date: November 7, 2019
|
|
By:
|
/s/ MARC FOX
|
|
|
|
|
Marc Fox
|
|
|
|
|
Chief Financial Officer
|
|
Date: November 7, 2019
|
/s/ Brian Harris
|
|
|
Brian Harris
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
Date: November 7, 2019
|
/s/ Marc Fox
|
|
|
Marc Fox
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
Date: November 7, 2019
|
/s/ Brian Harris
|
|
|
Brian Harris
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
Date: November 7, 2019
|
/s/ Marc Fox
|
|
|
Marc Fox
|
|
|
Chief Financial Officer (Principal Financial Officer)
|