--12-31Q1false0001666291http://fasb.org/us-gaap/2023#RepurchaseAgreementsMemberhttp://fasb.org/us-gaap/2023#RealEstateInvestmentMember0001666291cmtg:NotesPayableTwoMember2024-03-310001666291cmtg:LoansReceivablePortfolioMember2023-12-310001666291cmtg:TermParticipationFacilityMember2024-01-012024-03-310001666291srt:HotelMember2024-01-012024-03-310001666291us-gaap:SeniorLoansMembercmtg:SanFranciscoCaMember2024-03-310001666291cmtg:SpecificCECLAllowanceMemberus-gaap:AllowanceForLoanAndLeaseLossesMember2023-12-310001666291cmtg:ConcentrationOfRiskMembercmtg:MixedUseRetailMembercmtg:PropertyTypeMember2024-03-310001666291us-gaap:AdditionalPaidInCapitalMember2023-12-310001666291cmtg:LandLoanMemberus-gaap:DoubtfulMemberstpr:NY2023-01-012023-12-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:LoansReceivableHeldForInvestmentMember2024-03-310001666291cmtg:SpecificCeclReservesMember2024-01-012024-03-310001666291us-gaap:InterestRateCapMember2023-12-310001666291us-gaap:InterestRateCapMember2021-06-022021-06-020001666291srt:DirectorMembercmtg:TimeBasedRestrictedStockUnitsMember2023-06-012023-06-0100016662912021-12-022021-12-020001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMember2024-03-310001666291stpr:NYcmtg:SubordinateSecuredDebtMember2023-01-012023-12-310001666291us-gaap:InterestRateCapMember2024-02-072024-02-070001666291cmtg:SpecificCeclReservesMemberstpr:NYsrt:OtherPropertyMember2024-01-012024-03-310001666291cmtg:LandLoanMemberstpr:VAus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-12-310001666291cmtg:OtherCountriesMembersrt:OtherPropertyMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-01-012023-12-310001666291srt:MaximumMember2023-01-012023-12-310001666291us-gaap:DebtInstrumentRedemptionPeriodOneMember2024-03-310001666291cmtg:SoutheastMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2024-03-310001666291us-gaap:FurnitureAndFixturesMember2023-12-310001666291cmtg:NotesPayableOneMember2023-12-310001666291stpr:FLcmtg:MixedUseMember2023-01-012023-12-310001666291cmtg:FixedLoanMember2024-03-310001666291cmtg:VariableSubordinateLoansMember2024-03-310001666291cmtg:FixedSeniorLoansMember2023-12-310001666291us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-03-310001666291cmtg:NonEmployeeBoardMembersMemberus-gaap:RestrictedStockUnitsRSUMember2024-01-012024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:WellsFargoBankNAMember2024-03-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-03-310001666291srt:OfficeBuildingMemberstpr:GAus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-12-310001666291cmtg:FixedSubordinateLoansMember2023-01-012023-12-310001666291us-gaap:PassMember2023-01-012023-12-310001666291cmtg:VariableLoanMember2023-12-310001666291cmtg:TermParticipationFacilityMember2024-03-310001666291cmtg:LandLoanMemberus-gaap:DoubtfulMemberstpr:NY2023-12-310001666291cmtg:NortheastMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2023-12-310001666291us-gaap:RetainedEarningsMember2023-12-310001666291us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateCapMember2024-03-310001666291cmtg:SpecificCurrentExpectedCreditLossAllowanceMember2024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:UnfundedLoanCommitmentsMember2024-01-012024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:LoansReceivableHeldForInvestmentMember2022-12-310001666291cmtg:VariableSubordinateLoansMember2023-01-012023-12-310001666291stpr:NYsrt:OtherPropertyMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-01-012024-03-310001666291cmtg:MidwestMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2024-03-310001666291us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-03-310001666291cmtg:VariableSeniorLoansMember2023-01-012023-12-310001666291us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateCapMember2023-12-310001666291cmtg:ConcentrationOfRiskMember2023-01-012023-12-310001666291cmtg:NotesPayableFourMember2023-12-310001666291cmtg:TimeBasedRestrictedStockUnitsMember2024-01-012024-03-310001666291us-gaap:RealEstateInvestmentMember2024-03-310001666291cmtg:FixedSeniorLoansMember2024-03-310001666291us-gaap:RetainedEarningsMember2024-01-012024-03-310001666291cmtg:CarryingValueMember2024-01-012024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMember2024-01-012024-03-310001666291srt:MultifamilyMemberstpr:FL2023-12-310001666291cmtg:FixedSubordinateLoansMember2023-12-310001666291us-gaap:SeniorLoansMember2024-01-012024-01-310001666291cmtg:NotesPayableThreeMember2023-12-310001666291cmtg:FixedSeniorLoansMember2024-01-012024-03-310001666291cmtg:NotesPayableFourMember2023-01-012023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:GoldmanSachsBankUSAMember2024-01-012024-03-310001666291cmtg:DeferredFeesMember2024-03-310001666291cmtg:NotesPayableFourMember2024-03-310001666291cmtg:ConcentrationOfRiskMembersrt:OfficeBuildingMembercmtg:PropertyTypeMember2023-12-310001666291cmtg:NotesPayableTwoMember2023-12-310001666291cmtg:NotesPayableFiveMember2023-01-012023-12-310001666291srt:MultifamilyMemberstpr:FL2023-01-012023-12-3100016662912024-05-030001666291cmtg:LandLoanMembercmtg:SpecificCeclReservesMemberstpr:VA2024-03-310001666291cmtg:SecuredTermLoanMember2023-01-012023-12-3100016662912023-01-012023-12-3100016662912021-02-082021-02-080001666291cmtg:SpecificCurrentExpectedCreditLossAllowanceMember2024-01-012024-03-310001666291us-gaap:DoubtfulMember2023-12-310001666291cmtg:NotesPayableFourMember2024-01-012024-03-310001666291cmtg:ConcentrationOfRiskMembersrt:MultifamilyMembercmtg:PropertyTypeMember2023-12-310001666291cmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2024-03-310001666291cmtg:NotesPayableOneMember2024-01-012024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMember2023-12-310001666291cmtg:TenantImprovementsMember2024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:GeneralCeclReserveMember2024-03-310001666291us-gaap:SeniorLoansMembercmtg:AtlantaGaMember2024-03-310001666291us-gaap:RealEstateInvestmentMember2024-01-012024-03-310001666291cmtg:SecuredTermLoanMember2023-12-310001666291cmtg:MixedUseMultifamilyMembercmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2023-12-310001666291cmtg:LandLoanMemberus-gaap:DoubtfulMemberstpr:NY2024-01-012024-03-310001666291srt:MaximumMemberus-gaap:InterestRateCapMember2024-02-070001666291cmtg:TimeBasedRestrictedStockUnitsMember2024-03-310001666291stpr:NYcmtg:SubordinateSecuredDebtMember2024-01-012024-03-310001666291cmtg:NotesPayableTwoMember2023-01-012023-12-310001666291srt:HotelMember2023-01-012023-03-310001666291us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-03-310001666291us-gaap:AdditionalPaidInCapitalMember2024-03-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembercmtg:VariableLoanMember2023-01-012023-12-310001666291us-gaap:RealEstateInvestmentMember2023-12-310001666291us-gaap:SeniorLoansMembercmtg:AtlantaGaMember2024-01-012024-03-310001666291cmtg:NonEmployeeBoardMembersMembercmtg:TimeBasedRestrictedStockUnitsMember2023-06-010001666291us-gaap:RetainedEarningsMember2024-03-310001666291us-gaap:SeniorLoansMembercmtg:SanFranciscoCaMember2024-01-012024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:DeutscheBankAGNewYorkBranchMember2024-03-310001666291cmtg:LandLoanMemberus-gaap:DoubtfulMemberstpr:NY2024-03-310001666291cmtg:SpecificCECLAllowanceMemberus-gaap:AllowanceForLoanAndLeaseLossesMember2022-12-310001666291stpr:CAus-gaap:DoubtfulMembersrt:OfficeBuildingMember2024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:MorganStanleyBankNAMember2023-12-310001666291srt:MinimumMember2024-03-310001666291stpr:CAus-gaap:DoubtfulMembersrt:OfficeBuildingMember2023-12-310001666291cmtg:SecuredTermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-01-012023-12-310001666291us-gaap:PassMember2024-01-012024-03-310001666291cmtg:VariableLoanMember2024-01-012024-03-310001666291cmtg:ReimbursementsMember2024-01-012024-03-310001666291cmtg:CapitalImprovementsMember2024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:MorganStanleyBankNAMember2023-01-012023-12-310001666291us-gaap:AdditionalPaidInCapitalMember2022-12-310001666291cmtg:DebtToRealEstateOwnedMember2024-03-3100016662912023-03-310001666291us-gaap:InterestRateCapMember2024-03-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembercmtg:VariableLoanMember2024-01-012024-03-310001666291us-gaap:TotalReturnSwapMember2024-01-012024-03-3100016662912022-07-012022-09-300001666291cmtg:ConcentrationOfRiskMembercmtg:LoanTypeMembercmtg:SubordinateLoansMember2024-03-310001666291cmtg:NotesPayableThreeMember2023-01-012023-12-310001666291cmtg:NotesPayableOneMember2023-01-012023-12-310001666291cmtg:LandLoanMemberstpr:VAus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-01-012024-03-310001666291stpr:FLcmtg:MixedUseMember2023-12-310001666291cmtg:TermParticipationFacilityMember2023-12-310001666291us-gaap:RealEstateInvestmentMember2021-02-082021-02-080001666291cmtg:OtherCountriesMembersrt:OtherPropertyMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-01-012024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:GeneralCeclReserveMember2023-01-012023-03-310001666291cmtg:VariableLoanMember2023-01-012023-12-310001666291cmtg:NotesPayableMember2024-03-310001666291cmtg:NonEmployeeBoardMembersMembercmtg:TimeBasedRestrictedStockUnitsMember2022-06-010001666291cmtg:ArlingtonVaMemberus-gaap:SeniorLoansMember2024-01-012024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:MorganStanleyBankNAMember2024-03-310001666291us-gaap:DoubtfulMemberstpr:NVsrt:MultifamilyMember2024-03-310001666291cmtg:LoansReceivablePortfolioMember2023-01-012023-12-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembercmtg:VariableSeniorLoansMember2024-01-012024-03-310001666291cmtg:HospitalityMembercmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2023-12-310001666291cmtg:MixedUsePropertyFixedRentsMember2024-01-012024-03-310001666291cmtg:ShortTermFundingFacilityMember2022-06-292022-06-290001666291cmtg:MixedUsePropertyAmortizationOfAboveAndBelowMarketLeasesNetMember2024-01-012024-03-310001666291cmtg:ShortTermFundingFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-06-292022-06-290001666291cmtg:CarryingValueMember2024-03-310001666291stpr:NYsrt:OtherPropertyMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-01-012023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:BarclaysBankPLCMember2023-12-310001666291cmtg:WestMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2024-03-310001666291cmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMembercmtg:ForSaleCondoMember2023-12-310001666291us-gaap:PortionAtOtherThanFairValueFairValueDisclosureMember2023-12-310001666291us-gaap:BuildingMember2024-03-310001666291us-gaap:SeniorLoansMembersrt:MultifamilyMemberus-gaap:SubsequentEventMembercmtg:IrvineCaMember2024-04-012024-04-300001666291cmtg:ConcentrationOfRiskMembercmtg:MixedUseRetailMembercmtg:PropertyTypeMember2023-12-310001666291us-gaap:RecourseMember2024-03-310001666291cmtg:SpecificCECLAllowanceMemberus-gaap:AllowanceForLoanAndLeaseLossesMember2024-01-012024-03-310001666291cmtg:ConcentrationOfRiskMember2024-01-012024-03-310001666291cmtg:ClarosMortgageTrustMember2023-01-012023-12-310001666291us-gaap:SubstandardMember2023-01-012023-12-310001666291srt:MaximumMember2024-01-012024-03-310001666291us-gaap:SeniorLoansMembersrt:MinimumMember2024-03-310001666291us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-03-310001666291cmtg:OtherCountriesMembersrt:OtherPropertyMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-12-310001666291cmtg:UnpaidPrincipalBalanceMember2024-03-310001666291stpr:NYsrt:OtherPropertyMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-03-3100016662912024-01-310001666291cmtg:SoutheastMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2023-12-310001666291us-gaap:InterestRateCapMember2024-01-012024-03-310001666291cmtg:VariableLoanOneMember2024-03-310001666291us-gaap:SpecialMentionMember2024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMember2023-12-310001666291cmtg:ConcentrationOfRiskMembercmtg:MixedUseOfficeMembercmtg:PropertyTypeMember2024-03-310001666291cmtg:LoansReceivablePortfolioMember2024-03-310001666291us-gaap:DoubtfulMembersrt:MultifamilyMemberstpr:TX2024-03-310001666291us-gaap:SeniorLoansMembersrt:MultifamilyMembercmtg:IrvineCaMember2024-03-310001666291us-gaap:RealEstateInvestmentMember2023-01-012023-12-310001666291cmtg:ArlingtonVaMemberus-gaap:SeniorLoansMember2024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:GeneralCeclReserveMember2024-01-012024-03-310001666291srt:MaximumMemberus-gaap:SeniorLoansMember2024-03-310001666291cmtg:LandLoanMemberstpr:VAus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-03-310001666291cmtg:OneMonthSofrMemberus-gaap:InterestRateCapMemberus-gaap:RealEstateInvestmentMember2023-01-012023-12-310001666291srt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:GeneralCeclReserveMember2022-12-310001666291us-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-03-310001666291cmtg:VariableSubordinateLoansMember2024-01-012024-03-310001666291cmtg:SecuredTermLoanMembersrt:MaximumMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2021-12-022021-12-020001666291cmtg:TermParticipationFacilityMemberus-gaap:RecourseMember2023-12-310001666291srt:MaximumMembercmtg:TwoThousandAndSixteenIncentiveAwardPlanMember2024-03-310001666291us-gaap:SubstandardMember2023-12-310001666291cmtg:TermParticipationFacilityMember2023-01-012023-12-310001666291us-gaap:RetainedEarningsMember2023-01-012023-03-310001666291cmtg:OneMonthSofrMemberus-gaap:InterestRateCapMemberus-gaap:RealEstateInvestmentMember2024-01-012024-03-310001666291us-gaap:EstimateOfFairValueFairValueDisclosureMember2024-03-310001666291cmtg:TimeBasedRestrictedStockUnitsMember2023-12-310001666291us-gaap:SubstandardMember2024-01-012024-03-310001666291cmtg:ConcentrationOfRiskMembercmtg:LoanTypeMembercmtg:SubordinateLoansMember2023-12-310001666291us-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-01-012023-12-310001666291us-gaap:LeasesAcquiredInPlaceMembercmtg:MixedUseMember2023-06-300001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:JPMorganChaseBankNAMember2023-01-012023-12-310001666291us-gaap:FairValueInputsLevel3Member2024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:MorganStanleyBankNAMember2024-01-012024-03-310001666291cmtg:ConcentrationOfRiskMembercmtg:MixedUseOfficeMembercmtg:PropertyTypeMember2023-12-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:UnfundedLoanCommitmentsMember2023-01-012023-03-310001666291us-gaap:SecuritiesLoanedMember2024-03-310001666291cmtg:NortheastMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2024-03-310001666291us-gaap:CommonStockMember2024-03-3100016662912024-03-310001666291cmtg:WestMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2023-12-310001666291cmtg:MixedUsePropertyVariableRentsMember2024-01-012024-03-310001666291us-gaap:AdditionalPaidInCapitalMember2023-03-310001666291cmtg:VariableSubordinateLoansMember2023-12-310001666291cmtg:FixedLoanMember2023-01-012023-12-310001666291us-gaap:DoubtfulMember2024-03-310001666291us-gaap:SeniorLoansMembercmtg:ConcentrationOfRiskMembercmtg:LoanTypeMember2024-03-310001666291cmtg:LandLoanMembercmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2024-03-310001666291srt:OfficeBuildingMemberstpr:GAus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-01-012024-03-310001666291us-gaap:DoubtfulMembersrt:MultifamilyMemberstpr:AZ2024-01-012024-03-310001666291cmtg:TermParticipationFacilityMembercmtg:MortgageLoansMembercmtg:MasterParticipationAndAdministrationAgreementMember2024-01-012024-03-310001666291cmtg:ClarosMortgageTrustMember2023-12-310001666291cmtg:FixedSeniorLoansMember2023-01-012023-12-310001666291cmtg:FixedSubordinateLoansMember2024-03-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-01-012024-03-310001666291cmtg:ConcentrationOfRiskMembersrt:MultifamilyMembercmtg:PropertyTypeMember2024-03-310001666291cmtg:NotesPayableFiveMember2024-03-310001666291us-gaap:LandMember2024-03-310001666291cmtg:SecuredTermLoanMember2024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:UnfundedLoanCommitmentsMember2024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:JPMorganChaseBankNAMember2024-01-012024-03-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-01-012023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:BarclaysBankPLCMember2024-03-310001666291cmtg:BelowMarketLeasesMembercmtg:MixedUseMember2023-06-300001666291stpr:FLcmtg:ForSaleCondoMember2023-01-012023-12-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMember2023-01-012023-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:BarclaysBankPLCMember2024-01-012024-03-310001666291us-gaap:AboveMarketLeasesMembercmtg:MixedUseMember2023-06-300001666291cmtg:TermParticipationFacilityMembercmtg:MortgageLoansMembercmtg:MasterParticipationAndAdministrationAgreementMember2024-03-310001666291cmtg:UnpaidPrincipalBalanceMember2023-12-310001666291cmtg:NonEmployeeBoardMembersMemberus-gaap:RestrictedStockUnitsRSUMember2023-01-012023-03-3100016662912023-01-012023-03-310001666291cmtg:SecuredTermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersrt:MinimumMember2021-12-022021-12-020001666291cmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMembercmtg:SouthwestMember2023-12-310001666291us-gaap:RetainedEarningsMember2023-03-310001666291srt:MinimumMember2023-10-012023-12-310001666291srt:OfficeBuildingMembercmtg:SpecificCeclReservesMemberstpr:GA2024-01-012024-03-310001666291cmtg:CarryingValueMember2023-12-310001666291us-gaap:SeniorLoansMembercmtg:SanFranciscoCaMember2023-01-012023-12-310001666291cmtg:MixedUseMember2023-06-300001666291stpr:CAsrt:OfficeBuildingMembercmtg:SpecificCeclReservesMember2024-01-012024-03-3100016662912019-08-090001666291srt:OfficeBuildingMembercmtg:SpecificCeclReservesMemberstpr:GA2024-03-310001666291us-gaap:DebtInstrumentRedemptionPeriodOneMember2024-01-012024-03-310001666291cmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMembercmtg:SouthwestMember2024-03-310001666291srt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2024-03-310001666291cmtg:NotesPayableThreeMember2024-01-012024-03-310001666291us-gaap:CommonStockMember2023-01-012023-03-310001666291us-gaap:SecuritiesLoanedMember2023-12-310001666291us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001666291us-gaap:DoubtfulMembersrt:MultifamilyMemberstpr:TX2024-01-012024-03-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembercmtg:VariableSeniorLoansMember2023-01-012023-12-310001666291cmtg:NotesPayableFiveMember2024-01-012024-03-310001666291us-gaap:DoubtfulMember2024-01-012024-03-310001666291cmtg:FixedLoanMember2024-01-012024-03-310001666291us-gaap:InterestRateCapMember2021-06-020001666291cmtg:ArlingtonVaMemberus-gaap:SeniorLoansMember2023-01-012023-12-310001666291cmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2024-03-310001666291cmtg:SecuredTermLoanMember2024-01-012024-03-310001666291cmtg:HospitalityMembercmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2024-03-310001666291stpr:CAsrt:OfficeBuildingMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-01-012023-12-310001666291us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001666291cmtg:ClarosMortgageTrustMember2024-01-012024-03-310001666291srt:DirectorMembercmtg:TimeBasedRestrictedStockUnitsMember2024-01-012024-03-310001666291cmtg:TimeBasedRestrictedStockUnitsMember2023-03-310001666291cmtg:DeferredFeesMember2023-12-310001666291stpr:CAsrt:OfficeBuildingMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-01-012024-03-310001666291cmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2023-12-310001666291stpr:CAus-gaap:DoubtfulMembersrt:MultifamilyMember2023-01-012023-12-310001666291cmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMembercmtg:OtherGeographicalMember2024-03-310001666291cmtg:ConcentrationOfRiskMembersrt:OtherPropertyMembercmtg:PropertyTypeMember2024-03-310001666291cmtg:OneMonthSofrMemberus-gaap:RealEstateInvestmentMember2024-01-012024-03-310001666291cmtg:MidwestMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2023-12-310001666291cmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMembercmtg:OtherGeographicalMember2023-12-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:LoansReceivableHeldForInvestmentMember2023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:GoldmanSachsBankUSAMember2023-01-012023-12-310001666291cmtg:SpecificCeclReservesMemberstpr:NYsrt:OtherPropertyMember2024-03-310001666291us-gaap:SpecialMentionMember2023-01-012023-12-310001666291cmtg:TimeBasedRestrictedStockUnitsMember2022-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:WellsFargoBankNAMember2024-01-012024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:GoldmanSachsBankUSAMember2024-03-310001666291cmtg:LoanParticipantsSoldMember2024-03-3100016662912021-02-080001666291cmtg:SecuredTermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-01-012024-03-310001666291us-gaap:FurnitureAndFixturesMember2024-03-310001666291cmtg:NotesPayableThreeMember2024-03-310001666291stpr:FLcmtg:ForSaleCondoMember2023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:GoldmanSachsBankUSAMember2023-12-310001666291cmtg:VariableLoanOneMember2024-01-012024-03-310001666291us-gaap:PortionAtOtherThanFairValueFairValueDisclosureMember2024-03-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembercmtg:VariableSubordinateLoansMember2024-01-012024-03-310001666291us-gaap:SeniorLoansMembercmtg:ConcentrationOfRiskMembercmtg:LoanTypeMember2023-12-310001666291cmtg:MixedUseHospitalityMembercmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2023-12-310001666291cmtg:VariableLoanMember2024-03-310001666291cmtg:NonEmployeeBoardMembersMembercmtg:TimeBasedRestrictedStockUnitsMember2023-06-012023-06-010001666291cmtg:ReimbursementsMember2024-03-310001666291cmtg:LoansReceivablePortfolioMember2024-01-012024-03-310001666291us-gaap:SubsequentEventMember2024-04-300001666291srt:MinimumMember2024-01-012024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:UnfundedLoanCommitmentsMember2023-03-3100016662912023-12-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMember2024-03-310001666291us-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-01-012024-03-310001666291cmtg:TermParticipationFacilityMembercmtg:MortgageLoansMembercmtg:MasterParticipationAndAdministrationAgreementMember2023-12-310001666291us-gaap:DoubtfulMember2023-01-012023-12-310001666291cmtg:ConcentrationOfRiskMembercmtg:LoanTypeMember2024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:UnfundedLoanCommitmentsMember2023-12-310001666291us-gaap:CommonStockMember2024-01-012024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:UnfundedLoanCommitmentsMember2022-12-310001666291cmtg:OtherLeasesMembercmtg:MixedUseMember2023-06-300001666291cmtg:DeferredFeesMember2024-01-012024-03-310001666291us-gaap:DoubtfulMembersrt:MultifamilyMemberstpr:AZ2024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:WellsFargoBankNAMember2023-12-310001666291cmtg:FixedLoanMember2023-12-310001666291cmtg:SpecificCECLAllowanceMemberus-gaap:AllowanceForLoanAndLeaseLossesMember2024-03-310001666291stpr:CAus-gaap:DoubtfulMembersrt:MultifamilyMember2023-12-310001666291cmtg:MixedUsePropertyStraightLineRentAdjustmentMember2024-01-012024-03-310001666291cmtg:ReimbursementsMember2023-01-012023-03-310001666291us-gaap:CommonStockMember2022-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:JPMorganChaseBankNAMember2023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:JPMorganChaseBankNAMember2024-03-310001666291cmtg:SpecificCurrentExpectedCreditLossAllowanceMember2023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:DeutscheBankAGNewYorkBranchMember2024-01-012024-03-310001666291cmtg:ConcentrationOfRiskMembersrt:OfficeBuildingMembercmtg:PropertyTypeMember2024-03-310001666291srt:MaximumMembercmtg:MarketAndTerminalCapitalizationRatesMember2024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMember2023-03-310001666291cmtg:ShortTermFundingFacilityMembersrt:MinimumMember2022-06-292022-06-290001666291cmtg:ShortTermFundingFacilityMember2022-06-290001666291cmtg:ConcentrationOfRiskMembercmtg:MixedUseMembercmtg:PropertyTypeMember2024-03-310001666291cmtg:SpecificCECLAllowanceMemberus-gaap:AllowanceForLoanAndLeaseLossesMember2023-03-310001666291cmtg:TenantImprovementsMember2023-12-310001666291cmtg:MidAtlanticMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2023-12-310001666291cmtg:UnpaidPrincipalBalanceMember2024-01-012024-03-310001666291cmtg:VariableLoanOneMember2023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:DeutscheBankAGNewYorkBranchMember2023-12-310001666291cmtg:VariableSeniorLoansMember2023-12-310001666291cmtg:NotesPayableOneMember2024-03-310001666291cmtg:NotesPayableMember2023-12-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:WellsFargoBankNAMember2023-01-012023-12-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-12-310001666291us-gaap:SubstandardMember2024-03-310001666291us-gaap:CommonStockMember2023-03-310001666291cmtg:NotesPayableTwoMember2024-01-012024-03-310001666291cmtg:ClarosMortgageTrustMember2024-03-310001666291stpr:CAus-gaap:DoubtfulMembersrt:OfficeBuildingMember2023-01-012023-12-310001666291stpr:NYcmtg:SubordinateSecuredDebtMember2024-03-310001666291cmtg:MixedUseMember2024-01-012024-03-310001666291cmtg:MidAtlanticMembercmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2024-03-310001666291us-gaap:BuildingMember2023-12-310001666291cmtg:DebtToRealEstateOwnedMember2023-12-310001666291cmtg:OneMonthSofrMemberus-gaap:RealEstateInvestmentMember2023-01-012023-12-310001666291cmtg:CMTGTTMortgageREITLLCMember2024-03-310001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:DeutscheBankAGNewYorkBranchMember2023-01-012023-12-310001666291us-gaap:SeniorLoansMembersrt:MinimumMember2022-06-300001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:LoansReceivableHeldForInvestmentMember2024-01-012024-03-310001666291cmtg:OtherCountriesMembersrt:OtherPropertyMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-03-310001666291cmtg:GeneralCeclReserveMemberus-gaap:AllowanceForLoanAndLeaseLossesMember2023-03-310001666291cmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMembercmtg:ForSaleCondoMember2024-03-310001666291us-gaap:LandMember2023-12-310001666291cmtg:CapitalImprovementsMember2023-12-310001666291cmtg:VariableSeniorLoansMember2024-01-012024-03-310001666291us-gaap:FairValueInputsLevel3Member2023-12-310001666291cmtg:ConcentrationOfRiskMember2024-03-310001666291cmtg:GeneralCeclReserveMemberus-gaap:AllowanceForLoanAndLeaseLossesMember2023-12-310001666291cmtg:ConcentrationOfRiskMembercmtg:GeographicLocationTypeMember2023-12-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:LoansReceivableHeldForInvestmentMember2023-03-310001666291us-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-12-310001666291us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembercmtg:VariableSubordinateLoansMember2023-01-012023-12-310001666291cmtg:MarketAndTerminalCapitalizationRatesMembersrt:MinimumMember2024-03-310001666291us-gaap:CommonStockMember2023-12-310001666291cmtg:MixedUseHospitalityMembercmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2024-03-310001666291us-gaap:PassMember2024-03-310001666291cmtg:LandLoanMembercmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2023-12-310001666291stpr:CAus-gaap:DoubtfulMembersrt:OfficeBuildingMember2024-01-012024-03-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMember2022-12-310001666291srt:MaximumMemberus-gaap:InterestRateCapMember2021-06-020001666291stpr:CAsrt:OfficeBuildingMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-12-310001666291cmtg:SpecificCeclReservesMember2024-03-310001666291cmtg:CMTGTTMortgageREITLLCMember2016-06-080001666291us-gaap:SeniorLoansMembersrt:MultifamilyMemberus-gaap:SubsequentEventMembercmtg:IrvineCaMember2024-04-300001666291cmtg:NotesPayableFiveMember2023-12-310001666291cmtg:VariableSeniorLoansMember2024-03-3100016662912024-01-012024-03-310001666291cmtg:LandLoanMemberstpr:VAus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-01-012023-12-310001666291stpr:CAsrt:OfficeBuildingMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-03-310001666291cmtg:ConcentrationOfRiskMembercmtg:LoanTypeMember2023-12-310001666291stpr:CAsrt:OfficeBuildingMembercmtg:SpecificCeclReservesMember2024-03-310001666291cmtg:VariableLoanOneMember2023-01-012023-12-310001666291cmtg:LoanParticipantsSoldMember2023-12-310001666291us-gaap:InterestRateCapMember2024-02-070001666291cmtg:ConcentrationOfRiskMember2023-12-310001666291cmtg:ReimbursementsMember2023-12-310001666291srt:MaximumMemberus-gaap:SeniorLoansMember2022-06-300001666291us-gaap:SeniorLoansMembercmtg:AtlantaGaMember2023-01-012023-12-310001666291srt:OfficeBuildingMemberstpr:GAus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-01-012023-12-310001666291us-gaap:RetainedEarningsMember2022-12-310001666291us-gaap:DoubtfulMemberstpr:NVsrt:MultifamilyMember2024-01-012024-03-310001666291us-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001666291srt:OfficeBuildingMemberstpr:GAus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2024-03-310001666291cmtg:ConcentrationOfRiskMembercmtg:MixedUseMembercmtg:PropertyTypeMember2023-12-310001666291cmtg:ConcentrationOfRiskMembersrt:OtherPropertyMembercmtg:PropertyTypeMember2023-12-310001666291cmtg:TimeBasedRestrictedStockUnitsMember2023-01-012023-03-310001666291stpr:NYsrt:OtherPropertyMemberus-gaap:UnlikelyToBeCollectedFinancingReceivableMember2023-12-310001666291cmtg:ShortTermFundingFacilityMembersrt:MaximumMember2022-06-292022-06-290001666291us-gaap:FinancialAssetsSoldUnderAgreementToRepurchaseMembercmtg:BarclaysBankPLCMember2023-01-012023-12-310001666291us-gaap:AllowanceForLoanAndLeaseLossesMembercmtg:LoansReceivableHeldForInvestmentMember2023-01-012023-03-3100016662912022-12-3100016662912020-12-010001666291us-gaap:SpecialMentionMember2024-01-012024-03-310001666291us-gaap:InterestRateCapMember2023-01-012023-03-310001666291cmtg:FixedSubordinateLoansMember2024-01-012024-03-310001666291cmtg:LandLoanMembercmtg:SpecificCeclReservesMemberstpr:VA2024-01-012024-03-310001666291cmtg:MixedUseMultifamilyMembercmtg:ConcentrationOfRiskMembercmtg:PropertyTypeMember2024-03-310001666291cmtg:NonEmployeeBoardMembersMembercmtg:TimeBasedRestrictedStockUnitsMember2022-06-012022-06-01xbrli:purexbrli:sharesiso4217:USDxbrli:sharesiso4217:USDcmtg:Loan

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40993

 

Claros Mortgage Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Maryland

47-4074900

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

c/o Mack Real Estate Credit Strategies, L.P.

 

60 Columbus Circle, 20th Floor, New York, NY

10023

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 484-0050

Former name, former address and former fiscal year, if changed since last report: N/A

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value per share

 

CMTG

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of May 3, 2024, the registrant had 138,746,691 shares of common stock, $0.01 par value per share, outstanding.

 

 


 

Table of Contents

 

Page

PART I.

FINANCIAL INFORMATION

3

Item 1.

Financial Statements (Unaudited)

3

Consolidated Balance Sheets

3

Consolidated Statements of Operations

4

Consolidated Statements of Changes in Equity

5

Consolidated Statements of Cash Flows

6

Notes to Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

51

Item 4.

Controls and Procedures

53

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

55

Item 1A.

Risk Factors

55

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

55

Item 3.

Defaults Upon Senior Securities

55

Item 4.

Mine Safety Disclosures

55

Item 5.

Other Information

55

Item 6.

Exhibits

56

Signatures

57

 

 

 

2


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Claros Mortgage Trust, Inc.

Consolidated Balance Sheets

(unaudited, in thousands, except share data)

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

232,514

 

 

$

187,301

 

Restricted cash

 

 

19,256

 

 

 

27,588

 

Loan principal payments held by servicer

 

 

-

 

 

 

11,000

 

Loans receivable held-for-investment

 

 

6,806,606

 

 

 

7,020,383

 

Less: current expected credit loss reserve

 

 

(171,335

)

 

 

(142,958

)

Loans receivable held-for-investment, net

 

 

6,635,271

 

 

 

6,877,425

 

Loans receivable held-for-sale

 

 

172,177

 

 

 

261,709

 

Equity method investment

 

 

42,439

 

 

 

42,474

 

Real estate owned, net

 

 

521,025

 

 

 

522,959

 

Other assets

 

 

133,135

 

 

 

138,905

 

Total assets

 

$

7,755,817

 

 

$

8,069,361

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

Repurchase agreements

 

$

3,601,284

 

 

$

3,805,678

 

Term participation facility

 

 

497,225

 

 

 

465,434

 

Loan participations sold, net

 

 

100,633

 

 

 

120,508

 

Notes payable, net

 

 

262,164

 

 

 

283,341

 

Secured term loan, net

 

 

711,876

 

 

 

712,576

 

Debt related to real estate owned, net

 

 

277,550

 

 

 

289,913

 

Other liabilities

 

 

44,370

 

 

 

47,368

 

Dividends payable

 

 

35,622

 

 

 

35,328

 

Management fee payable - affiliate

 

 

9,210

 

 

 

9,315

 

Total liabilities

 

 

5,539,934

 

 

 

5,769,461

 

 

 

 

 

 

 

Commitments and contingencies - Note 14

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 138,746,691 and
     
138,745,357 shares issued and 138,746,691 and 138,745,357 shares outstanding
     at March 31, 2024 and December 31, 2023, respectively

 

 

1,387

 

 

 

1,387

 

Additional paid-in capital

 

 

2,729,617

 

 

 

2,725,217

 

Accumulated deficit

 

 

(515,121

)

 

 

(426,704

)

Total equity

 

 

2,215,883

 

 

 

2,299,900

 

Total liabilities and equity

 

$

7,755,817

 

 

$

8,069,361

 

 

The accompanying notes are an integral part of these consolidated financial statements.

3


 

Claros Mortgage Trust, Inc.

Consolidated Statements of Operations

(unaudited, in thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Revenue

 

 

 

 

Interest and related income

 

$

160,845

 

 

$

164,166

 

Less: interest and related expense

 

 

115,931

 

 

 

106,027

 

Net interest income

 

 

44,914

 

 

 

58,139

 

Revenue from real estate owned

 

 

13,911

 

 

 

10,963

 

Total net revenue

 

 

58,825

 

 

 

69,102

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

Management fees - affiliate

 

 

9,210

 

 

 

9,656

 

Incentive fees - affiliate

 

 

-

 

 

 

1,558

 

General and administrative expenses

 

 

3,877

 

 

 

4,923

 

Stock-based compensation expense

 

 

4,353

 

 

 

3,366

 

Real estate owned:

 

 

 

 

 

 

Operating expenses

 

 

12,880

 

 

 

10,000

 

Interest expense

 

 

6,329

 

 

 

5,444

 

Depreciation and amortization

 

 

2,599

 

 

 

2,058

 

Total expenses

 

 

39,248

 

 

 

37,005

 

 

 

 

 

 

 

Proceeds from interest rate cap

 

 

865

 

 

 

1,183

 

Unrealized loss on interest rate cap

 

 

(998

)

 

 

(1,404

)

(Loss) income from equity method investment

 

 

(35

)

 

 

1,563

 

Loss on extinguishment of debt

 

 

(2,244

)

 

 

-

 

(Provision for) reversal of current expected credit loss reserve

 

 

(69,960

)

 

 

3,239

 

 

 

 

 

 

 

Net (loss) income

 

 

(52,795

)

 

 

36,678

 

 

 

 

 

 

 

Net (loss) income per share of common stock:

 

 

 

 

 

 

Basic and diluted

 

$

(0.39

)

 

$

0.26

 

Weighted average shares of common stock
    outstanding:

 

 

 

 

 

 

Basic and diluted

 

 

138,791,113

 

 

 

138,385,810

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4


 

Claros Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity

(unaudited, in thousands, except share data)

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Total Equity

 

Balance at December 31, 2023

 

 

138,745,357

 

 

$

1,387

 

 

$

2,725,217

 

 

$

(426,704

)

 

$

2,299,900

 

Stock-based compensation expense

 

 

1,334

 

 

 

-

 

 

 

4,400

 

 

 

-

 

 

 

4,400

 

Dividends declared

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(35,622

)

 

 

(35,622

)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(52,795

)

 

 

(52,795

)

Balance at March 31, 2024

 

 

138,746,691

 

 

$

1,387

 

 

$

2,729,617

 

 

$

(515,121

)

 

$

2,215,883

 

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Total Equity

 

Balance at December 31, 2022

 

 

138,376,144

 

 

$

1,400

 

 

$

2,712,316

 

 

$

(257,245

)

 

$

2,456,471

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

3,409

 

 

 

-

 

 

 

3,409

 

Dividends declared

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(52,404

)

 

 

(52,404

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

36,678

 

 

 

36,678

 

Balance at March 31, 2023

 

 

138,376,144

 

 

$

1,400

 

 

$

2,715,725

 

 

$

(272,971

)

 

$

2,444,154

 

 

The accompanying notes are an integral part of these consolidated financial statements.

5


 

Claros Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Cash flows from operating activities

 

 

 

 

 

 

Net (loss) income

 

$

(52,795

)

 

$

36,678

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

Accretion of fees on loans receivable

 

 

(4,633

)

 

 

(5,247

)

Amortization of deferred financing costs

 

 

5,307

 

 

 

5,967

 

Non-cash stock-based compensation expense

 

 

4,400

 

 

 

3,409

 

Depreciation and amortization on real estate owned and in-place lease values

 

 

2,599

 

 

 

2,058

 

Amortization of above and below market lease values, net

 

 

354

 

 

 

-

 

Unrealized loss on interest rate cap

 

 

998

 

 

 

1,404

 

Loss (income) from equity method investment

 

 

35

 

 

 

(1,563

)

Loss on extinguishment of debt

 

 

2,244

 

 

 

-

 

Non-cash advances on loans receivable in lieu of interest

 

 

(11,434

)

 

 

(22,376

)

Non-cash advances on secured financings in lieu of interest

 

 

1,979

 

 

 

478

 

Repayment of non-cash advances on loans receivable in lieu of interest

 

 

1,371

 

 

 

2,114

 

Provision for (reversal of) current expected credit loss reserve

 

 

69,960

 

 

 

(3,239

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Other assets

 

 

3,407

 

 

 

(2,648

)

Other liabilities

 

 

(2,199

)

 

 

1,125

 

Management fee payable - affiliate

 

 

(105

)

 

 

(211

)

Incentive fee payable - affiliate

 

 

-

 

 

 

1,558

 

Net cash provided by operating activities

 

 

21,488

 

 

 

19,507

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Loan originations, acquisitions and advances, net of fees

 

 

(131,920

)

 

 

(305,658

)

Repayments of loans receivable

 

 

155,789

 

 

 

207,761

 

Proceeds from sales of loans receivable

 

 

261,709

 

 

 

-

 

Extension and exit fees received from loans receivable

 

 

1,502

 

 

 

948

 

Reserves and deposits held for loans receivable

 

 

(5

)

 

 

-

 

Capital expenditures on real estate owned

 

 

(465

)

 

 

(676

)

Net cash provided by (used in) investing activities

 

 

286,610

 

 

 

(97,625

)

 

 

The accompanying notes are an integral part of these consolidated financial statements.

6


 

Claros Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Cash flows from financing activities

 

 

 

 

 

 

Dividends paid

 

 

(35,328

)

 

 

(52,001

)

Proceeds from secured financings

 

 

155,487

 

 

 

603,173

 

Payment of deferred financing costs

 

 

(5,981

)

 

 

(4,215

)

Purchase of interest rate cap

 

 

(508

)

 

 

-

 

Repayments of secured financings

 

 

(372,980

)

 

 

(348,990

)

Repayments of secured term loan

 

 

(1,907

)

 

 

(1,907

)

Repayments of debt related to real estate owned

 

 

(10,000

)

 

 

-

 

Net cash (used in) provided by financing activities

 

 

(271,217

)

 

 

196,060

 

 

 

 

 

 

 

Net increase in cash, cash equivalents and restricted cash

 

 

36,881

 

 

 

117,942

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

214,889

 

 

 

348,159

 

Cash, cash equivalents and restricted cash, end of period

 

$

251,770

 

 

$

466,101

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

232,514

 

 

$

426,503

 

Restricted cash, end of period

 

 

19,256

 

 

 

39,598

 

Cash, cash equivalents and restricted cash, end of period

 

$

251,770

 

 

$

466,101

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

116,590

 

 

$

102,755

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Dividends accrued

 

$

35,622

 

 

$

52,404

 

Loan principal payments held by servicer

 

$

-

 

 

$

912

 

Accrued deferred financing costs

 

$

-

 

 

$

3,750

 

 

The accompanying notes are an integral part of these consolidated financial statements.

7


 

Claros Mortgage Trust, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Organization

Claros Mortgage Trust, Inc. (referred to throughout this report as the “Company,” “we”, “us” and “our”) is a Maryland Corporation formed on April 29, 2015 for the purpose of creating a diversified portfolio of income-producing loans collateralized by institutional quality commercial real estate. We commenced operations on August 25, 2015 (“Commencement of Operations”) and generally conduct our business through wholly-owned subsidiaries. Unless the context requires otherwise, any references to the Company refers to the Company and its consolidated subsidiaries. The Company is traded on the New York Stock Exchange, or NYSE, under the symbol “CMTG”.

We elected and intend to maintain our qualification to be taxed as a real estate investment trust (“REIT”) under the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), for U.S. federal income tax purposes. As such, we generally are not subject to U.S. federal income tax on that portion of our income that we distribute to stockholders. See Note 13 – Income Taxes for further detail.

We are externally managed by Claros REIT Management LP (the “Manager”), our affiliate, through a management agreement (the “Management Agreement”) pursuant to which our Manager provides a management team and other professionals who are responsible for implementing our business strategy, subject to the supervision of our board of directors (the “Board”). In exchange for its services, our Manager is entitled to management fees and, upon the achievement of required performance hurdles, incentive fees. See Note 11 – Related Party Transactions for further detail.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

These unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of our financial position, results of operations and cash flows have been included. Our results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year or any other future period.

We consolidate all entities that are controlled either through majority ownership or voting rights. We also identify entities for which control is achieved through means other than through voting rights (a variable interest entity or “VIE”) using the analysis as set forth in Accounting Standards Codification (“ASC”) 810, Consolidation of Variable Interest Entities, and determine when and which variable interest holder, if any, should consolidate the VIE. We do not have any consolidated variable interest entities as of March 31, 2024 and December 31, 2023. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates that are particularly susceptible to our judgment include, but are not limited to, the adequacy of the current expected credit loss reserve and the impairment of certain assets.

Risks and Uncertainties

In the normal course of business, we primarily encounter two significant types of economic risk: credit and market. Credit risk is the risk of default on our loans receivable that results from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of the loans receivable due to changes in interest rates, spreads or other market factors, including risks that impact the value of the collateral underlying our loans. We believe that the carrying values of our loans receivable are reasonable taking into consideration these risks.

8


 

Current Expected Credit Losses

The current expected credit loss (“CECL”) reserve required under ASU 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326)” (“ASU 2016-13”), reflects our current estimate of potential credit losses related to our loan portfolio. Changes to the CECL reserve are recognized through a provision for or reversal of current expected credit loss reserve on our consolidated statements of operations. ASU 2016-13 specifies the reserve should be based on relevant information about past events, including historical loss experience, current loan portfolio, market conditions and reasonable and supportable macroeconomic forecasts for the duration of each loan.

General CECL Reserve

Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by an equity interest in an entity that owns real estate. We consider key credit quality indicators in underwriting loans and estimating credit losses, including: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; our risk rating for the same and similar loans; and prior experience with the borrower/sponsor. This information is used to assess the financial and operating capability, experience and profitability of the borrower/sponsor. Ultimate repayment of our loans is sensitive to interest rate changes, general economic conditions, liquidity, LTV ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement financing.

We regularly evaluate on a loan-by-loan basis, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, the financial and operating capability of the borrower/sponsor, the financial strength of loan guarantors, if any, and the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management on at least a quarterly basis, utilizing various data sources, including, to the extent available, (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other relevant market data.

We arrive at our general CECL reserve using the Weighted Average Remaining Maturity, or WARM method, which is considered an acceptable loss-rate method for estimating CECL reserves by the Financial Accounting Standards Board (“FASB”). The application of the WARM method to estimate a general CECL reserve requires judgment, including the appropriate historical loan loss reference data, the expected timing and amount of future loan fundings and repayments, the current credit quality of our portfolio, and our expectations of performance and market conditions over the relevant time period.

The WARM method requires us to reference historical loan loss data from a comparable data set and apply such loss rate to each of our loans over their expected remaining term, taking into consideration expected economic conditions over the forecasted timeframe. Our general CECL reserve reflects our forecast of the current and future macroeconomic conditions that may impact the performance of the commercial real estate assets securing our loans and the borrower’s ultimate ability to repay. These estimates include unemployment rates, price indices for commercial properties, and market liquidity, all of which may influence the likelihood and magnitude of potential credit losses for our loans during their expected remaining term. Additionally, further adjustments may be made based upon loan positions senior to ours, the risk rating of a loan, whether a loan is a construction loan, whether the loan’s initial maturity is near-term, or the economic conditions specific to the property type of a loan’s underlying collateral.

To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage-backed securities database licensed by a third party, Trepp, LLC, which contains historical loss data from January 1, 1999 through March 31, 2024. We believe this CMBS data is the most relevant, available, and comparable dataset to our portfolio.

When evaluating the current and future macroeconomic environment, we consider the aforementioned macroeconomic factors. Historical data for each metric is compared to historical commercial real estate credit losses in order to determine the relationship between the two variables. We use projections of each macroeconomic factor, obtained from a third party, to approximate the impact the macroeconomic outlook may have on our loss rate. Selections of these economic forecasts require judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately subjective and uncertain, and the actual economic conditions could vary significantly from the estimates we made. Following a reasonable and supportable forecast period, we use a straight-line method of reverting to the historical loss rate. Additionally, we assess the obligation to extend credit through our unfunded loan commitments through their expected remaining term, adjusted for projected fundings from interest reserves, if applicable, which is considered in the estimate of the general CECL reserve. For both the funded and unfunded portions of our loans, we consider our internal risk rating of each loan as the primary credit quality indicator underlying our assessment.

We evaluate the credit quality of each of our loans receivable on an individual basis and assign a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include, but are not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral

9


 

location, loan type and other more subjective variables that include, but are not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions and sponsor’s financial stability. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, which gradings are defined as follows:

1.
Very Low Risk
2.
Low Risk
3.
Medium Risk
4.
High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss
5.
Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss

Specific CECL Reserve

In certain circumstances we may determine that a loan is no longer suited for the WARM method due to its unique risk characteristics or where we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent. We may instead elect to employ different methods to estimate credit losses that also conform to ASU 2016-13 and related guidance. For such loans, we would separately measure the specific reserve for each loan by using the estimated fair value of the loan’s collateral. If the estimated fair value of the collateral is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve. Specific reserves are equal to the excess of a loan’s carrying value to the estimated fair value of the collateral, less estimated costs to sell, if recovery of our investment is expected from the sale of the collateral and such costs will reduce amounts recovered by us.

If we have determined that a loan or a portion of a loan is uncollectible, we will write off such portion of the loan through an adjustment to our current expected credit loss reserve. Significant judgment is required in determining impairment and in estimating the resulting credit loss reserve, and actual losses, if any, could materially differ from those estimates.

See Note 3 - “Loan Portfolio - Current Expected Credit Losses” for further detail.

Recent Accounting Guidance

The FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The standard provides improvements to income tax disclosure requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 is not expected to have a material impact on our consolidated financial statements.

Note 3. Loan Portfolio

Loans Receivable

Our loan portfolio as of March 31, 2024 was comprised of the following loans ($ in thousands, except for number of loans):

 

 

 

Number of
Loans

 

Loan Commitment(1)

 

 

Unpaid Principal Balance

 

 

Carrying
Value
 (2)

 

 

Weighted Average Spread(3)

 

 

Weighted Average Interest Rate(4)

 

Loans receivable held-for-investment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior loans(5)

 

57

 

$

7,547,910

 

 

$

6,657,568

 

 

$

6,561,613

 

 

 

+ 3.85%

 

 

 

8.62

%

Subordinate loans

 

1

 

 

30,200

 

 

 

30,200

 

 

 

30,332

 

 

 

+ 12.86%

 

 

 

18.19

%

 

58

 

 

7,578,110

 

 

 

6,687,768

 

 

 

6,591,945

 

 

 

+ 3.89%

 

 

 

8.67

%

Fixed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior loans(5)

 

2

 

$

12,018

 

 

$

12,018

 

 

$

12,223

 

 

N/A

 

 

 

9.26

%

Subordinate loans

 

2

 

 

125,886

 

 

 

125,886

 

 

 

124,832

 

 

N/A

 

 

 

8.44

%

 

4

 

 

137,904

 

 

 

137,904

 

 

 

137,055

 

 

 

 

 

 

8.51

%

Total/Weighted Average

 

62

 

$

7,716,014

 

 

$

6,825,672

 

 

$

6,729,000

 

 

N/A

 

 

 

8.66

%

General CECL reserve

 

 

 

 

 

 

 

 

 

 

(93,729

)

 

 

 

 

 

 

Loans receivable held-for-investment, net

 

 

 

 

 

 

 

 

$

6,635,271

 

 

 

 

 

 

 

 

(1)
Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

10


 

(2)
Net of specific CECL reserves of $77.6 million.
(3)
The weighted average spread is expressed as a spread over the relevant floating benchmark rates. One-month term Secured Overnight Financing Rate (“SOFR”) as of March 31, 2024 was 5.33%. Weighted average is based on outstanding principal as of March 31, 2024. For loans placed on non-accrual, the spread used in calculating the weighted average spread is 0%.
(4)
Reflects the weighted average interest rate based on the applicable floating benchmark rate (if applicable), including SOFR floors (if applicable). Weighted average is based on outstanding principal as of March 31, 2024 and includes loans on non-accrual status. For loans placed on non-accrual, the spread used in calculating the weighted average interest rate is 0%.
(5)
Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans (if any), and pari passu participations in senior mortgage loans.

Our loans receivable portfolio as of December 31, 2023 was comprised of the following loans ($ in thousands, except for number of loans):

 

 

Number of
Loans

 

Loan Commitment(1)

 

 

Unpaid Principal Balance

 

 

Carrying
Value
 (2)

 

 

Weighted Average Spread(3)

 

 

Weighted Average Interest Rate(4)

 

Loans receivable held-for-investment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior loans(5)

 

60

 

$

7,952,806

 

 

$

6,875,894

 

 

$

6,779,899

 

 

 

+ 3.78%

 

 

 

8.67

%

Subordinate loans

 

1

 

 

30,200

 

 

 

30,200

 

 

 

30,313

 

 

 

+ 12.86%

 

 

 

18.21

%

 

61

 

 

7,983,006

 

 

 

6,906,094

 

 

 

6,810,212

 

 

 

+ 3.91%

 

 

 

8.71

%

Fixed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior loans(5)

 

2

 

$

12,544

 

 

$

12,544

 

 

$

12,767

 

 

N/A

 

 

 

8.49

%

Subordinate loans

 

2

 

 

125,886

 

 

 

125,886

 

 

 

124,817

 

 

N/A

 

 

 

8.44

%

 

4

 

 

138,430

 

 

 

138,430

 

 

 

137,584

 

 

 

 

 

 

8.44

%

Total/Weighted Average

 

65

 

$

8,121,436

 

 

$

7,044,524

 

 

$

6,947,796

 

 

N/A

 

 

 

8.70

%

General CECL reserve

 

 

 

 

 

 

 

 

 

 

(70,371

)

 

 

 

 

 

 

Loans receivable held-for-investment, net

 

 

 

 

 

 

 

 

 

$

6,877,425

 

 

 

 

 

 

 

 

(1)
Loan commitment represents principal outstanding plus remaining unfunded loan commitments.
(2)
Net of specific CECL reserves of $72.6 million.
(3)
The weighted average is expressed as a spread over the relevant floating benchmark rates. SOFR as of December 31, 2023 was 5.35%. Weighted average is based on unpaid principal balance as of December 31, 2023. For loans placed on non-accrual, the spread used in calculating the weighted average spread is 0%.
(4)
Reflects the weighted average interest rate based on the applicable floating benchmark rate (if applicable), including SOFR floors (if applicable). Weighted average is based on unpaid principal balance as of December 31, 2023 and includes loans on non-accrual status. For loans placed on non-accrual, the interest rate used in calculating the weighted average interest rate is 0%.
(5)
Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans (if any), and pari passu participations in senior mortgage loans.

Activity relating to the loans receivable portfolio for the three months ended March 31, 2024 ($ in thousands):

 

 

 

 

Unpaid Principal Balance

 

 

Deferred Fees

 

 

Specific CECL Reserve

 

 

Carrying Value (1)

 

Balance at December 31, 2023

 

$

7,044,524

 

 

$

(24,141

)

 

$

(72,587

)

 

$

6,947,796

 

Advances on existing loans

 

 

131,920

 

 

 

-

 

 

 

-

 

 

 

131,920

 

Non-cash advances in lieu of interest

 

 

11,434

 

 

 

-

 

 

 

-

 

 

 

11,434

 

Origination fees, extension fees and exit fees

 

 

-

 

 

 

(1,161

)

 

 

-

 

 

 

(1,161

)

Repayments of loans receivable

 

 

(144,789

)

 

 

-

 

 

 

-

 

 

 

(144,789

)

Repayments of non-cash advances in lieu of interest

 

 

(1,371

)

 

 

-

 

 

 

-

 

 

 

(1,371

)

Accretion of fees

 

 

-

 

 

 

4,633

 

 

 

-

 

 

 

4,633

 

Provision for specific CECL reserve

 

 

-

 

 

 

-

 

 

 

(47,285

)

 

 

(47,285

)

Transfer to loans held-for-sale

 

 

(216,046

)

 

 

1,603

 

 

 

42,266

 

 

 

(172,177

)

Balance at March 31, 2024

 

$

6,825,672

 

 

$

(19,066

)

 

$

(77,606

)

 

$

6,729,000

 

General CECL reserve

 

 

 

 

 

 

 

 

 

 

$

(93,729

)

Carrying Value

 

 

 

 

 

 

 

 

 

 

$

6,635,271

 

 

(1)
Balance at December 31, 2023 does not include general CECL reserve.

 

11


 

In April 2024, we sold a senior loan collateralized by two multifamily properties under development located in Irvine, CA and equity interests therein to an unaffiliated purchaser with a then carrying value and unpaid principal balance of $216.8 million and $218.4 million, respectively. As of March 31, 2024, the loan had carrying value and unpaid principal balance of $214.4 million and $216.0 million, respectively, and we determined that this loan met the held-for-sale criteria and was not considered in determining our general CECL reserve. The loan receivable held-for-sale is presented on our consolidated balance sheet net of a $42.3 million principal charge-off, representing the difference between the carrying value before principal charge-off and the sales price of the loan, and is attributable to the construction status of the loan’s collateral status and its $44.9 million of remaining unfunded commitments. The loan was on non-accrual status effective October 1, 2023 and was risk rated 4.

In January 2024, we sold three senior loans to an unaffiliated purchaser. As of December 31, 2023, we determined that these loans met the held-for-sale criteria and were not considered in determining our general CECL reserve. The loans receivable held-for-sale were presented net of a $7.5 million principal charge-off, representing the difference between the carrying values before principal charge-off and the sales price of the loans. Two of the three loans were sold at their respective carrying values, while the principal charge off was allocated and attributable to the construction status of the third loan’s collateral asset and its $105.0 million of remaining unfunded commitments.

Our loans receivable held-for-sale as of December 31, 2023 were comprised of the following loans ($ in thousands):

 

Property Type

 

Location

 

Loan Commitment

 

 

Unpaid Principal Balance

 

 

Carrying Value Before Principal Charge-Off

 

 

Principal
Charge-Off

 

 

Held-For-Sale Carrying Value

 

For Sale Condo

 

FL

 

$

160,000

 

 

$

158,180

 

 

$

157,346

 

 

$

-

 

 

$

157,346

 

Multifamily

 

FL

 

 

77,115

 

 

 

76,580

 

 

 

76,275

 

 

 

-

 

 

 

76,275

 

Mixed-Use

 

FL

 

 

141,791

 

 

 

36,773

 

 

 

35,556

 

 

 

(7,468

)

 

 

28,088

 

Total

 

 

 

$

378,906

 

 

$

271,533

 

 

$

269,177

 

 

$

(7,468

)

 

$

261,709

 

 

During the three months ended September 30, 2023, we sold a senior loan collateralized by a portfolio of multifamily properties located in San Francisco, CA. We obtained a true-sale-at-law opinion and determined the transaction constituted a sale. Concurrent with the sale, we entered into an agreement with the transferee which provides for a share of cash flows from the senior loan upon the transferee meeting certain financial metrics. As of March 31, 2024, we have not recognized any value to this interest on our consolidated financial statements.

During the three months ended December 31, 2023, we modified a loan with a borrower that was experiencing financial difficulties, resulting in a maturity extension to June 10, 2024. As of March 31, 2024, the loan had total commitments and an amortized cost basis of $77.8 million, represents approximately 1.1% of total loans receivable held-for-investment and is current on interest payments. The loan is considered in determining our general CECL reserve.

During the three months ended June 30, 2022, we modified a loan with a borrower that was experiencing financial difficulties, resulting in a decrease in the index rate floor from 1.57% to 1.00% and modified extension requirements. During the year ended December 31, 2023, we further modified this loan to provide for a maturity extension to September 18, 2023. As of March 31, 2024, the loan had total commitments and an amortized cost basis of $87.8 million, represents approximately 1.3% of total loans receivable held-for-investment, is current on interest payments, and is in maturity default. The loan is considered in determining our general CECL reserve.

12


 

Concentration of Risk

The following table presents our loans receivable held-for-investment by loan type, as well as property type and geographic location of the properties collateralizing these loans as of March 31, 2024 and December 31, 2023 ($ in thousands):

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Loan Type

 

Carrying Value (1)

 

 

Percentage

 

 

Carrying Value (2)

 

 

Percentage

 

Senior loans (3)

 

$

6,573,836

 

 

 

98

%

 

$

6,792,666

 

 

 

98

%

Subordinate loans

 

 

155,164

 

 

 

2

%

 

 

155,130

 

 

 

2

%

 

$

6,729,000

 

 

 

100

%

 

$

6,947,796

 

 

 

100

%

General CECL reserve

 

 

(93,729

)

 

 

 

 

 

(70,371

)

 

 

 

 

$

6,635,271

 

 

 

 

 

$

6,877,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Type

 

Carrying Value (1)

 

 

Percentage

 

 

Carrying Value (2)

 

 

Percentage

 

Multifamily

 

$

2,668,918

 

 

 

40

%

 

$

2,829,436

 

 

 

41

%

Hospitality

 

 

1,235,092

 

 

 

18

%

 

 

1,339,067

 

 

 

19

%

Office

 

 

966,612

 

 

 

14

%

 

 

961,744

 

 

 

14

%

Mixed-Use (4)

 

 

611,633

 

 

 

9

%

 

 

596,919

 

 

 

9

%

Land

 

 

518,527

 

 

 

8

%

 

 

518,252

 

 

 

7

%

Other

 

 

508,966

 

 

 

8

%

 

 

482,582

 

 

 

7

%

For Sale Condo

 

 

219,252

 

 

 

3

%

 

 

219,796

 

 

 

3

%

 

$

6,729,000

 

 

 

100

%

 

$

6,947,796

 

 

 

100

%

General CECL reserve

 

 

(93,729

)

 

 

 

 

 

(70,371

)

 

 

 

 

$

6,635,271

 

 

 

 

 

$

6,877,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Geographic Location

 

Carrying Value (1)

 

 

Percentage

 

 

Carrying Value (2)

 

 

Percentage

 

United States

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

2,375,949

 

 

 

35

%

 

$

2,518,716

 

 

 

35

%

Northeast

 

 

1,760,339

 

 

 

26

%

 

 

1,861,239

 

 

 

27

%

Mid Atlantic

 

 

779,425

 

 

 

12

%

 

 

761,588

 

 

 

11

%

Southeast

 

 

735,032

 

 

 

11

%

 

 

735,011

 

 

 

11

%

Southwest

 

 

597,820

 

 

 

9

%

 

 

592,324

 

 

 

9

%

Midwest

 

 

478,536

 

 

 

7

%

 

 

477,019

 

 

 

7

%

Other

 

 

1,899

 

 

 

0

%

 

 

1,899

 

 

 

0

%

 

$

6,729,000

 

 

 

100

%

 

$

6,947,796

 

 

 

100

%

General CECL reserve

 

 

(93,729

)

 

 

 

 

 

(70,371

)

 

 

 

 

$

6,635,271

 

 

 

 

 

$

6,877,425

 

 

 

 

 

(1)
Net of specific CECL reserves of $77.6 million at March 31, 2024.
(2)
Net of specific CECL reserves of $72.6 million at December 31, 2023.
(3)
Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage loans.
(4)
At March 31, 2024, mixed-use comprises of 3% office, 2% retail, 2% multifamily, 1% hospitality, and immaterial amounts of for sale condo. At December 31, 2023, mixed-use comprises of 3% office, 2% retail, 2% multifamily, 1% hospitality, and immaterial amounts of for sale condo.

Interest Income and Accretion

The following table summarizes our interest and accretion income from our loan portfolio and interest on cash balances for the three months ended March 31, 2024 and 2023, respectively ($ in thousands):

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Coupon interest

 

$

153,007

 

 

$

156,616

 

Interest on cash, cash equivalents, and other income

 

 

3,205

 

 

 

2,303

 

Accretion of fees

 

 

4,633

 

 

 

5,247

 

Total interest and related income(1)

 

$

160,845

 

 

$

164,166

 

 

(1)
We recognized $1.3 million and $0.3 million in default interest, late fees, and accelerated fees during the three months ended March 31, 2024 and 2023, respectively.

Loan Risk Ratings

As further described in Note 2 – Summary of Significant Accounting Policies, we evaluate the credit quality of our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan and assign a risk

13


 

rating based on several factors, including current loan-to-value, debt yield, structure, cash flow volatility, exit plan, current market conditions and sponsorship level. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the current market conditions, we may consider certain previously mentioned factors more or less relevant than others. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 – Summary of Significant Accounting Policies.

The following tables allocate the principal balance and carrying value of our loans receivable held-for-investment based on our internal risk ratings as of March 31, 2024 and December 31, 2023 ($ in thousands):

 

March 31, 2024

Risk Rating

 

Number of Loans

 

Unpaid Principal Balance

 

 

Carrying Value (1)

 

 

% of Total of Carrying Value

1

 

-

 

$

-

 

 

$

-

 

 

0%

2

 

-

 

 

-

 

 

 

-

 

 

0%

3

 

42

 

 

4,761,121

 

 

 

4,745,828

 

 

71%

4

 

15

 

 

1,726,267

 

 

 

1,723,173

 

 

25%

5

 

5

 

 

338,284

 

 

 

259,999

 

 

4%

 

62

 

$

6,825,672

 

 

$

6,729,000

 

 

100%

General CECL reserve

 

 

 

 

 

(93,729

)

 

 

 

 

 

 

 

 

$

6,635,271

 

 

 

 

(1)
Net of specific CECL reserves of $77.6 million.

 

December 31, 2023

Risk Rating

 

Number of Loans

 

Unpaid Principal Balance

 

 

Carrying Value (1)

 

 

% of Total of Carrying Value

1

 

-

 

$

-

 

 

$

-

 

 

0%

2

 

-

 

 

-

 

 

 

-

 

 

0%

3

 

45

 

 

5,169,731

 

 

 

5,148,188

 

 

74%

4

 

15

 

 

1,536,748

 

 

 

1,534,829

 

 

22%

5

 

5

 

 

338,045

 

 

 

264,779

 

 

4%

 

65

 

$

7,044,524

 

 

$

6,947,796

 

 

100%

General CECL reserve

 

 

 

 

(70,371

)

 

 

 

 

 

 

 

 

$

6,877,425

 

 

 

 

(1)
Net of specific CECL reserves of $72.6 million.

As of March 31, 2024 and December 31, 2023, the average risk rating of our portfolio was 3.4 and 3.3, respectively, weighted by unpaid principal balance.

 

The following table presents the carrying value and significant characteristics of our loans receivable held-for-investment on non-accrual status as of March 31, 2024 ($ in thousands):

 

Property Type

 

Location

 

Risk Rating

 

Unpaid Principal Balance

 

 

Carrying Value Before Specific CECL Reserve

 

 

Specific
CECL Reserve

 

 

Net Carrying Value

 

 

Interest Recognition Method /
as of Date

Land

 

VA

 

5

 

$

151,565

 

 

$

151,565

 

 

$

(31,465

)

 

$

120,100

 

 

Cost Recovery/ 1/1/2023

Office

 

CA

 

5

 

 

112,442

 

 

 

112,163

 

 

 

(20,863

)

 

 

91,300

 

 

Cash Basis/ 4/1/2023

Office

 

CA

 

4

 

 

98,214

 

 

 

97,827

 

 

 

-

 

 

 

97,827

 

 

Cost Recovery/ 9/1/2023

Multifamily

 

NV

 

4

 

 

96,529

 

 

 

96,082

 

 

 

-

 

 

 

96,082

 

 

Cash Basis/ 1/1/2024

Office

 

GA

 

5

 

 

71,492

 

 

 

71,094

 

 

 

(24,394

)

 

 

46,700

 

 

Cost Recovery/ 9/1/2023

Land

 

NY

 

4

 

 

67,000

 

 

 

67,000

 

 

 

-

 

 

 

67,000

 

 

Cash Basis/ 11/1/2021

Multifamily

 

AZ

 

4

 

 

50,164

 

 

 

49,957

 

 

 

-

 

 

 

49,957

 

 

Cash Basis/ 1/1/2024

Multifamily

 

TX

 

4

 

 

39,279

 

 

 

39,085

 

 

 

-

 

 

 

39,085

 

 

Cash Basis/ 1/1/2024

Other

 

Other

 

5

 

 

1,899

 

 

 

1,899

 

 

 

-

 

 

 

1,899

 

 

Cost Recovery/ 7/1/2020

Other

 

NY

 

5

 

 

886

 

 

 

884

 

 

 

(884

)

 

 

-

 

 

Cost Recovery/ 6/30/2023

Total non-accrual (1)

 

$

689,470

 

 

$

687,556

 

 

$

(77,606

)

 

$

609,950

 

 

 

 

 

14


 

(1)
Loans classified as non-accrual represented 9.1% of the total loan portfolio at March 31, 2024, based on carrying value net of any specific CECL reserves. Excludes four loans with an aggregate carrying value of $534.8 million that are in maturity default but remain on accrual status as the borrower is either current on interest payments or interest is deemed collectible based on the underlying collateral value. Additionally, as of March 31, 2024, we have one loan with an aggregate carrying value of $78.4 million that is delinquent on interest payments but remains on accrual status as the interest is deemed collectible based on the underlying collateral values.

The following table presents the carrying value and significant characteristics of our loans receivable held-for-investment on non-accrual status as of December 31, 2023 ($ in thousands):

 

Property Type

 

Location

 

Risk Rating

 

Unpaid Principal Balance

 

 

Carrying Value Before Specific CECL Reserve

 

 

Specific
CECL Reserve

 

 

Net Carrying Value

 

 

Interest Recognition Method /
 as of Date

Multifamily(1)

 

CA

 

4

 

$

214,479

 

 

$

212,877

 

 

$

-

 

 

$

212,877

 

 

Cost recovery/ 10/1/2023

Land

 

VA

 

5

 

 

151,326

 

 

 

151,326

 

 

 

(31,226

)

 

 

120,100

 

 

Cost recovery/ 1/1/2023

Office(2)

 

CA

 

5

 

 

112,442

 

 

 

112,163

 

 

 

(20,523

)

 

 

91,640

 

 

Cash basis/ 4/1/2023

Office

 

CA

 

4

 

 

98,214

 

 

 

97,827

 

 

 

-

 

 

 

97,827

 

 

Cost recovery/ 9/1/2023

Office

 

GA

 

5

 

 

71,492

 

 

 

71,094

 

 

 

(19,954

)

 

 

51,140

 

 

Cost recovery/ 9/1/2023

Land

 

NY

 

4

 

 

67,000

 

 

 

67,000

 

 

 

-

 

 

 

67,000

 

 

Cash basis/ 11/1/2021

Other

 

Other

 

5

 

 

1,899

 

 

 

1,899

 

 

 

-

 

 

 

1,899

 

 

Cost recovery/ 7/1/2020

Other

 

NY

 

5

 

 

886

 

 

 

884

 

 

 

(884

)

 

 

-

 

 

Cost recovery/ 6/30/2023

Total non-accrual (3)

 

 

 

$

717,738

 

 

$

715,070

 

 

$

(72,587

)

 

$

642,483

 

 

 

 

 

(1)
As of March 31, 2024, this loan was classified as held-for-sale and subsequently was sold in April 2024.
(2)
During the year ended December 31, 2023, interest income of $0.3 million was recognized on a cash basis for this loan while on non-accrual status.
(3)
Loans classified as non-accrual represented 9.2% of the total loan portfolio at December 31, 2023, based on carrying value net of any specific CECL reserves. Excludes four loans with an aggregate carrying value of $490.2 million that are in maturity default but remain on accrual status as the borrower is either current on interest payments or interest is deemed collectible based on the underlying collateral value. Additionally, as of December 31, 2023, we have one loan with an aggregate carrying value of $78.4 million that is delinquent on interest payments but remains on accrual status as the interest is deemed collectible based on the underlying collateral value.

 

Current Expected Credit Losses

The current expected credit loss reserve required under GAAP reflects our current estimate of potential credit losses related to our loan commitments. See Note 2 for further detail of our current expected credit loss reserve methodology.

The following table illustrates the changes in the current expected credit loss reserve for our loans receivable held-for-investment for the three months ended March 31, 2024 and 2023, respectively ($ in thousands):

 

 

 

 

 

General CECL Reserve

 

 

 

 

 

 

Specific CECL Reserve

 

 

Loans Receivable Held-for-Investment

 

 

Unfunded Loan Commitments (1)

 

 

Total General CECL Reserve

 

 

Total CECL Reserve

 

Total reserve, December 31, 2022

 

$

60,300

 

 

$

68,347

 

 

$

17,715

 

 

$

86,062

 

 

$

146,362

 

Reversal

 

 

-

 

 

 

(1,021

)

 

 

(2,218

)

 

 

(3,239

)

 

 

(3,239

)

Total reserve, March 31, 2023

 

$

60,300

 

 

$

67,326

 

 

$

15,497

 

 

$

82,823

 

 

$

143,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total reserve, December 31, 2023

 

$

72,587

 

 

$

70,371

 

 

$

9,726

 

 

$

80,097

 

 

$

152,684

 

Provision

 

 

47,285

 

 

 

23,358

 

 

 

(683

)

 

 

22,675

 

 

 

69,960

 

Principal charge-offs

 

 

(42,266

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(42,266

)

Total reserve, March 31, 2024

 

$

77,606

 

 

$

93,729

 

 

$

9,043

 

 

$

102,772

 

 

$

180,378

 

Reserve at March 31, 2024 (2)

 

1.1

%

 

 

 

 

 

 

 

 

1.5

%

 

 

2.6

%

(1)
The CECL reserve for unfunded commitments is included in other liabilities on the consolidated balance sheets.
(2)
Represents CECL reserve as a percent of total unpaid principal balance of loans receivable held-for-investment as of March 31, 2024.

15


 

During the three months ended March 31, 2024, we recorded a provision for current expected credit losses of $70.0 million, which consisted of a $22.7 million increase in our general CECL reserve and a $47.3 million increase in our specific CECL reserve prior to principal charge-offs. The increase in general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous dataset and changes in risk ratings and non-accrual status within our loan portfolio, offset by the seasoning of our loan portfolio and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve. As of March 31, 2024, our total current expected credit loss reserve was $180.4 million.

During the three months ended March 31, 2023, we recorded a reversal of current expected credit losses of $3.2 million, which was primarily attributable to the seasoning of our loan portfolio and a reduction in our loan portfolio’s total commitments. As of March 31, 2023, our total current expected credit loss reserve was $143.1 million.

Specific CECL Reserves

The following table presents a summary of our loans receivable held-for-investment with specific CECL reserves as of March 31, 2024 ($ in thousands):

 

Property Type

 

Location

 

Unpaid Principal Balance

 

 

Carrying Value Before Specific CECL Reserve

 

 

Specific CECL Reserve

 

 

Net Carrying Value

 

Land

 

VA

 

$

151,565

 

 

$

151,565

 

 

$

31,465

 

 

$

120,100

 

Office

 

CA

 

 

112,442

 

 

 

112,163

 

 

 

20,863

 

 

 

91,300

 

Office

 

GA

 

 

71,492

 

 

 

71,094

 

 

 

24,394

 

 

 

46,700

 

Other

 

NY

 

 

886

 

 

 

884

 

 

 

884

 

 

 

-

 

Total

 

 

 

$

336,385

 

 

$

335,706

 

 

$

77,606

 

 

$

258,100

 

As of December 31, 2023, we had a specific CECL reserve of $31.2 million in connection with a senior loan with a borrower that is experiencing financial difficulty. During the three months ended March 31, 2024, we recorded additional specific CECL reserves totaling $0.3 million as a result of protective advances made, resulting in a total specific CECL reserve of $31.5 million. The loan is secured by land in Arlington, VA and as of March 31, 2024, had an unpaid principal balance and carrying value prior to any specific CECL reserve of $151.6 million and is in maturity default. Effective January 1, 2023, this loan was placed on non-accrual status.

As of December 31, 2023, we had a specific CECL reserve of $20.5 million in connection with a senior loan with a borrower that is experiencing financial difficulty. During the three months ended March 31, 2024, we recorded additional specific CECL reserves totaling $0.4 million based on changes to the collateral value, resulting in a total specific CECL reserve of $20.9 million. The loan is secured by an office building in San Francisco, CA and a pledge of equity interests therein. As of March 31, 2024, this loan had an unpaid principal balance and carrying value prior to any specific CECL reserve of $112.4 million and $112.2 million, respectively, and is in maturity default. Effective September 1, 2023, this loan was placed on non-accrual status.

As of December 31, 2023, we had a specific CECL reserve of $20.0 million in connection with a senior loan with a borrower that is experiencing financial difficulty. During the three months ended March 31, 2024, we recorded additional specific CECL reserves totaling $4.4 million based on changes to the collateral value, resulting in a total specific CECL reserve of $24.4 million. The loan is secured by an office building in Atlanta, GA and a pledge of equity interests therein. As of March 31, 2024, this loan had an unpaid principal balance and carrying value prior to any specific CECL reserve of $71.5 million and $71.1 million, respectively, and an initial maturity date of August 27, 2024. Effective September 1, 2023, this loan was placed on non-accrual status.

As of December 31, 2023 and March 31, 2024, we had a specific CECL reserve of $0.9 million in connection with a subordinate loan with a borrower that is experiencing financial difficulty. The loan is secured by the equity interests in a retail condo in Brooklyn, NY and, as of March 31, 2024, had an unpaid principal balance and carrying value prior to any specific CECL reserve of $0.9 million and is in maturity default. Effective June 30, 2023, the loan was placed on non-accrual status.

Fair market values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair market values used to determine specific CECL reserves as of March 31, 2024 include assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates ranging from 6.0% to 9.5%, and market and terminal capitalization rates ranging from 6.0% to 8.3%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, and anticipated real estate and capital market conditions.

16


 

Our primary credit quality indicator is our internal risk rating, which is further discussed above. The following table presents the carrying value of our loans receivable held-for-investment as of March 31, 2024 by year of origination and risk rating, and the related charge-offs during the three months ended March 31, 2024 ($ in thousands):

 

 

 

 

Carrying Value by Origination Year as of March 31, 2024

 

Risk Rating

 

Number of Loans

 

Carrying Value (1)

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

1

 

-

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

2

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

3

 

42

 

 

4,745,828

 

 

 

-

 

 

 

100,989

 

 

 

2,086,342

 

 

 

1,093,076

 

 

 

-

 

 

 

1,021,130

 

 

 

444,291

 

4

 

15

 

 

1,723,173

 

 

 

-

 

 

 

-

 

 

 

382,148

 

 

 

566,781

 

 

 

87,750

 

 

 

520,538

 

 

 

165,956

 

5

 

5

 

 

259,999

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

46,700

 

 

 

91,300

 

 

 

1,899

 

 

 

120,100

 

 

62

 

$

6,729,000

 

 

$

-

 

 

$

100,989

 

 

$

2,468,490

 

 

$

1,706,557

 

 

$

179,050

 

 

$

1,543,567

 

 

$

730,347

 

Charge-offs (2)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

42,266

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

(1)
Net of specific CECL reserves of $77.6 million.
(2)
Principal charge-off recognized in connection with the anticipated sale of a senior loan classified as held-for-sale as of March 31, 2024.

The following table details overall statistics for our loans receivable held-for-investment:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Weighted average yield to maturity(1)

 

 

9.1

%

 

 

9.1

%

Weighted average term to initial maturity

 

1.0 years

 

 

1.2 years

 

Weighted average term to fully extended maturity(2)

 

2.4 years

 

 

2.6 years

 

(1)
Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of March 31, 2024 and December 31, 2023. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.
(2)
Term to fully extended maturity is determined based on the maximum maturity of each of the corresponding loans, assuming all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

Note 4. Equity Method Investment

On June 8, 2016, we acquired a 51% interest in CMTG/TT Mortgage REIT LLC (“CMTG/TT”) upon commencement of its operations. During its active investment period, CMTG/TT originated loans collateralized by institutional quality commercial real estate. CMTG/TT was consolidated in our financial statements from its inception through July 31, 2022. On August 1, 2022, the sole remaining loan held by this joint venture was converted to a new construction loan and we simultaneously amended the operating agreement of CMTG/TT whereby effective August 1, 2022, we are not deemed to be the primary beneficiary of CMTG/TT in accordance with ASC 810 and do not consolidate the joint venture. Effective April 1, 2023, the sole remaining loan held by CMTG/TT was placed on non-accrual status. As of March 31, 2024, the carrying value of our 51% equity interest in CMTG/TT approximated $42.4 million. At each reporting period, we assess whether there are any indicators of other-than-temporary impairment of our equity investments. There were no other than temporary impairments of our equity method investment through March 31, 2024.

Note 5. Real Estate Owned

The following table presents detail related to our hotel portfolio and mixed-use real estate owned, net as of March 31, 2024 and December 31, 2023 ($ in thousands):

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Land

 

$

235,998

 

 

$

235,998

 

Building

 

 

295,651

 

 

 

295,651

 

Capital improvements

 

 

4,901

 

 

 

4,436

 

Tenant improvements

 

 

4,414

 

 

 

4,414

 

Furniture, fixtures and equipment

 

 

6,500

 

 

 

6,500

 

Real estate owned

 

 

547,464

 

 

 

546,999

 

Less: accumulated depreciation

 

 

(26,439

)

 

 

(24,040

)

Real estate owned, net

 

$

521,025

 

 

$

522,959

 

 

17


 

Depreciation expense for the three months ended March 31, 2024 and 2023 was $2.4 million and $2.1 million, respectively. At each reporting period, we assess whether there are any indicators of impairment of our real estate owned assets. There were no impairments of our real estate owned assets through March 31, 2024.

The following table presents additional detail related to the revenues and operating expenses of our real estate owned properties ($ in thousands):

 

Three Months Ended

 

 

March 31, 2024

 

 

March 31, 2023

 

Revenue

 

 

 

 

 

 

Hotel portfolio

 

$

12,017

 

 

$

10,963

 

Mixed-Use property fixed rents

 

 

2,078

 

 

 

-

 

Mixed-Use property straight-line rent adjustment

 

 

31

 

 

 

-

 

Mixed-Use property variable rents

 

 

139

 

 

 

-

 

Mixed-Use property amortization of above and below market
  leases, net

 

 

(354

)

 

 

-

 

Total revenue from real estate owned

 

$

13,911

 

 

$

10,963

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Hotel portfolio

 

$

11,622

 

 

$

10,000

 

Mixed-Use property

 

 

1,258

 

 

 

-

 

Total operating expenses from real estate owned

 

$

12,880

 

 

$

10,000

 

As of March 31, 2024, our mixed-use real estate owned property and related net lease intangible assets were pledged as collateral to our term participation facility. Effective April 2024, such pledge was released.

Leases

We have non-cancelable operating leases for space in our mixed-use property. These leases provide for fixed rent payments, which we recognize on a straight-line basis, and variable rent payments, including reimbursement of certain operating expenses and miscellaneous fees, which we recognize when earned. As of March 31, 2024, the future minimum fixed rents under our non-cancellable leases for each of the next five years and thereafter are as follows ($ in thousands):

 

Year

 

Amount

 

2024 (1)

 

$

6,234

 

2025

 

 

8,383

 

2026

 

 

8,415

 

2027

 

 

8,432

 

2028

 

 

8,323

 

Thereafter

 

 

27,462

 

Total

 

$

67,249

 

 

(1)
Contractual lease payments due for the remaining nine months of 2024.

Lease Intangibles

Upon acquisition of our mixed-use property on June 30, 2023, $20.1 million of the purchase price was allocated to lease related intangible assets including $4.8 million to in-place lease values, $17.9 million to above market lease values, $4.2 million to below market lease values, and $1.6 million to other lease related values.

As of March 31, 2024 and December 31, 2023, our lease intangibles are comprised of the following ($ in thousands):

 

Intangible

 

March 31, 2024

 

 

December 31, 2023

 

In-place, above market, and other lease values

 

$

24,289

 

 

$

24,289

 

Less: accumulated amortization

 

 

(1,944

)

 

 

(1,296

)

In-place, above market, and other lease values, net

 

$

22,345

 

 

$

22,993

 

 

 

 

 

 

 

Below market lease values

 

$

(4,209

)

 

$

(4,209

)

Less: accumulated amortization

 

 

283

 

 

 

188

 

Below market lease values, net

 

$

(3,926

)

 

$

(4,021

)

 

18


 

 

Amortization of in-place and other lease values for the three months ended March 31, 2024 was $0.2 million. Amortization of above market lease values for the three months ended March 31, 2024 was $0.4 million. Amortization of below market lease values for the three months ended March 31, 2024 was $0.1 million. We had no lease intangibles during the comparable prior period.

As of March 31, 2024, the estimated amortization of these intangibles for the next five years is approximately as follows ($ in thousands):

 

 

 

In-place and Other
Lease Values
 (1)

 

 

Above Market
Lease Values
(2)

 

 

Below Market
Lease Values
 (2)

 

2024 (3)

 

$

601

 

 

$

(1,343

)

 

$

283

 

2025

 

 

802

 

 

 

(1,791

)

 

 

377

 

2026

 

 

802

 

 

 

(1,791

)

 

 

377

 

2027

 

 

802

 

 

 

(1,791

)

 

 

377

 

2028

 

 

769

 

 

 

(1,771

)

 

 

377

 

Thereafter

 

 

2,025

 

 

 

(8,057

)

 

 

2,135

 

Total

 

$

5,801

 

 

$

(16,544

)

 

$

3,926

 

 

(1)
Amortization of in-place and other lease values is recognized in depreciation and amortization expense on our consolidated statements of operations.
(2)
Amortization of above and below market lease values, net is recognized in revenue from real estate owned on our consolidated statements of operations.
(3)
Represents amortization for the remaining nine months of 2024.

At acquisition, the weighted average amortization period for in-place and other lease values, above-market lease values, and below market lease values was approximately 8.9 years, 10.5 years, and 11.3 years, respectively.

Note 6. Debt Obligations

As of March 31, 2024 and December 31, 2023, we financed certain of our loans receivable using repurchase agreements, a term participation facility, the sale of loan participations, and notes payable. Further, we have a secured term loan and debt related to real estate owned. The financings bear interest at a rate equal to SOFR plus a credit spread or at a fixed rate.

The following table summarizes our financings as of March 31, 2024 and December 31, 2023 ($ in thousands):

 

 

 

March 31, 2024

 

 

December 31, 2023

 

 

 

Capacity

 

 

Borrowing Outstanding

 

 

Weighted
Average
Spread
(1)

 

 

Capacity

 

 

Borrowing Outstanding

 

 

Weighted
Average
Spread
(1)

 

Repurchase agreements and term
  participation facility
(2)

 

$

5,678,807

 

 

$

4,098,509

 

 

 

+ 2.72%

 

 

$

5,709,907

 

 

$

4,271,112

 

 

 

+ 2.76%

 

Loan participations sold

 

 

100,634

 

 

 

100,634

 

 

 

+ 4.25%

 

 

 

120,634

 

 

 

120,634

 

 

 

+ 4.15%

 

Notes payable

 

 

432,867

 

 

 

265,596

 

 

 

+ 3.39%

 

 

 

419,867

 

 

 

286,827

 

 

 

+ 3.10%

 

Secured term loan

 

 

723,545

 

 

 

723,545

 

 

 

+ 4.50%

 

 

 

725,452

 

 

 

725,452

 

 

 

+ 4.50%

 

Debt related to real estate owned

 

 

280,000

 

 

 

280,000

 

 

 

+ 2.90%

 

 

 

290,000

 

 

 

290,000

 

 

 

+ 2.83%

 

Total / Weighted Average

 

$

7,215,853

 

 

$

5,468,284

 

 

 

+ 3.03%

 

 

$

7,265,860

 

 

$

5,694,025

 

 

 

+ 3.03%

 

 

(1)
Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. SOFR as of March 31, 2024 and December 31, 2023 was 5.33% and 5.35%, respectively.
(2)
The repurchase agreements and term participation facility are partially recourse to us. As of March 31, 2024 and December 31, 2023, the weighted average recourse on both our repurchase agreements and term participation facility was 30% and 30%, respectively.

19


 

Repurchase Agreements and Term Participation Facility

 

Repurchase Agreements

The following table summarizes our repurchase agreements by lender as of March 31, 2024 ($ in thousands):

 

Lender

 

Initial Maturity

 

Fully
Extended
Maturity
 (1)

 

Maximum
Capacity

 

 

Borrowing
Outstanding and Carrying Value

 

 

Undrawn
Capacity

 

 

Carrying Value of Collateral (2)

 

JP Morgan Chase Bank, N.A.

 

7/28/2026

 

7/28/2028

 

$

1,880,465

 

 

$

1,549,075

 

 

$

331,390

 

 

$

2,081,213

 

Morgan Stanley Bank, N.A.

 

1/26/2025

 

1/26/2025

 

 

1,000,000

 

 

 

741,831

 

 

 

258,169

 

 

 

1,031,371

 

Goldman Sachs Bank USA

 

5/31/2025 (3)

 

5/31/2027

 

 

500,000

 

 

 

144,659

 

 

 

355,341

 

 

 

186,962

 

Barclays Bank PLC

 

12/20/2024

 

12/20/2025

 

 

500,000

 

 

 

126,992

 

 

 

373,008

 

 

 

250,989

 

Deutsche Bank AG,
  New York Branch

 

6/26/2024

 

6/26/2026

 

 

400,000

 

 

 

344,945

 

 

 

55,055

 

 

 

619,035

 

Wells Fargo Bank, N.A.

 

9/29/2024

 

9/29/2026

 

 

750,000

 

 

 

693,782

 

 

 

56,218

 

 

 

938,288

 

Total

 

 

 

 

 

$

5,030,465

 

 

$

3,601,284

 

 

$

1,429,181

 

 

$

5,107,858

 

 

(1)
Facility maturity dates may be extended, subject to meeting prescribed conditions.
(2)
Net of specific CECL reserves, if any.
(3)
Assumes as of right extension is exercised, subject to meeting prescribed conditions.

The following table summarizes our repurchase agreements by lender as of December 31, 2023 ($ in thousands):

 

Lender

 

Initial Maturity

 

Fully
Extended
Maturity
 (1)

 

Maximum
Capacity

 

 

Borrowing
Outstanding and Carrying Value

 

 

Undrawn
Capacity

 

 

Carrying Value of Collateral (2)

 

JP Morgan Chase Bank, N.A.

 

7/28/2026

 

7/28/2028

 

$

1,905,465

 

 

$

1,672,878

 

 

$

232,587

 

 

$

2,257,442

 

Morgan Stanley Bank, N.A

 

1/26/2024

 

1/26/2025

 

 

1,000,000

 

 

 

735,393

 

 

 

264,607

 

 

 

1,023,295

 

Goldman Sachs Bank USA

 

5/31/2025 (3)

 

5/31/2027

 

 

500,000

 

 

 

175,755

 

 

 

324,245

 

 

 

286,623

 

Barclays Bank PLC

 

12/20/2024

 

12/20/2025

 

 

500,000

 

 

 

135,129

 

 

 

364,871

 

 

 

250,823

 

Deutsche Bank AG,
  New York Branch

 

6/26/2024

 

6/26/2026

 

 

400,000

 

 

 

359,646

 

 

 

40,354

 

 

 

611,741

 

Wells Fargo Bank, N.A.

 

9/29/2024

 

9/29/2026

 

 

750,000

 

 

 

726,877

 

 

 

23,123

 

 

 

939,628

 

Total

 

 

 

 

 

$

5,055,465

 

 

$

3,805,678

 

 

$

1,249,787

 

 

$

5,369,552

 

 

(1)
Facility maturity dates may be extended, subject to meeting prescribed conditions.
(2)
Net of specific CECL reserves, if any.
(3)
Assumes as of right extension is exercised, subject to meeting prescribed conditions.

Term Participation Facility

On November 4, 2022, we entered into a master participation and administration agreement to finance certain of our mortgage loans. As of March 31, 2024, the facility had $648.3 million in financing commitments of which $497.2 million was outstanding. As of December 31, 2023, the facility had $654.4 million in financing commitments of which $465.4 million was outstanding. As of March 31, 2024, the maturity date of the facility is October 11, 2028. As of March 31, 2024, our mixed-use real estate owned property and related net lease intangible assets were pledged as collateral to our term participation facility. Effective April 2024, such pledge was released.

Our term participation facility as of March 31, 2024 is summarized as follows (in thousands):

 

Contractual Maturity Date

 

Borrowing Outstanding

 

 

Carrying Value

 

 

Carrying Value
of Collateral

 

10/11/2028 (1)

 

$

497,225

 

 

$

497,225

 

 

$

923,353

 

 

(1)
In April 2024, a senior loan securing a portion of the term participation facility, which is classified as a loan receivable held-for-sale as of March 31, 2024, was sold, and the associated financing of $142.0 million was repaid in full.

20


 

Our term participation facility as of December 31, 2023 is summarized as follows ($ in thousands):

 

Contractual Maturity Date

 

Borrowing Outstanding

 

 

Carrying Value

 

 

Carrying Value
of Collateral

 

10/11/2028

 

$

465,434

 

 

$

465,434

 

 

$

797,335

 

Loan Participations Sold

Our loan participations sold as of March 31, 2024 are summarized as follows (in thousands):

 

Contractual
Maturity
Date

 

Maximum
Extension
Date

 

Borrowing Outstanding

 

 

Carrying
Value

 

 

Carrying Value
of Collateral
(1)

 

10/18/2024

 

10/18/2024

 

$

100,634

 

 

$

100,633

 

 

$

183,781

 

Total

 

$

100,634

 

 

$

100,633

 

 

$

183,781

 

 

(1)
Includes cash reserve balances, if applicable.

Our loan participations sold as of December 31, 2023 are summarized as follows ($ in thousands):

 

Contractual
Maturity
Date

 

Maximum
Extension
Date

 

Borrowing Outstanding

 

 

Carrying
Value

 

 

Carrying Value
of Collateral
(1)

 

10/18/2024

 

10/18/2024

 

$

100,634

 

 

$

100,508

 

 

$

182,723

 

12/31/2024

 

12/31/2025

 

 

20,000

 

 

 

20,000

 

 

 

157,346

 

Total

 

$

120,634

 

 

$

120,508

 

 

$

340,069

 

 

(1)
Includes cash reserve balances, if applicable.

Notes Payable

Our notes payable as of March 31, 2024 are summarized as follows ($ in thousands):

 

Contractual
Maturity
Date

 

Maximum
Extension
Date

 

Borrowing Outstanding

 

 

Carrying
Value

 

 

Carrying Value
of Collateral

 

5/13/2026

 

5/13/2027

 

$

60,805

 

 

$

60,124

 

 

$

126,609

 

2/2/2026

 

2/2/2027

 

 

52,685

 

 

 

51,904

 

 

 

64,665

 

9/2/2026

 

9/2/2027

 

 

61,671

 

 

 

60,491

 

 

 

86,248

 

11/22/2024

 

11/24/2026

 

 

44,907

 

 

 

44,713

 

 

 

57,067

 

10/13/2025

 

10/13/2026

 

 

45,528

 

 

 

44,932

 

 

 

81,282

 

Total

 

$

265,596

 

 

$

262,164

 

 

$

415,871

 

 

Our notes payable as of December 31, 2023 are summarized as follows ($ in thousands):

 

Contractual
Maturity
Date

 

Maximum
Extension
Date

 

Borrowing Outstanding

 

 

Carrying
Value

 

 

Carrying Value
of Collateral

 

12/31/2024

 

12/31/2025

 

$

110,714

 

 

$

110,152

 

 

$

157,346

 

2/2/2026

 

2/2/2027

 

 

50,418

 

 

 

49,576

 

 

 

61,941

 

9/2/2026

 

9/2/2027

 

 

46,267

 

 

 

45,063

 

 

 

64,270

 

11/22/2024

 

11/24/2026

 

 

39,504

 

 

 

39,237

 

 

 

52,662

 

10/13/2025

 

10/13/2026

 

 

39,924

 

 

 

39,313

 

 

 

65,637

 

Total

 

$

286,827

 

 

$

283,341

 

 

$

401,856

 

 

21


 

Secured Term Loan, Net

On August 9, 2019, we entered into a $450.0 million secured term loan which, on December 1, 2020, was modified to increase the aggregate principal amount by $325.0 million, increase the interest rate, and to increase the quarterly amortization payment. On December 2, 2021, we further modified our secured term loan to reduce the interest rate to the greater of (i) SOFR plus a 0.10% credit spread adjustment, and (ii) 0.50%, plus a credit spread of 4.50%. Our secured term loan is collateralized by a pledge of equity in certain subsidiaries and their related assets.

The secured term loan as of March 31, 2024 is summarized as follows ($ in thousands):

 

Contractual Maturity Date

 

Stated Rate (1)

 

Interest Rate

 

Borrowing Outstanding

 

 

Carrying Value

 

8/9/2026

 

S + 4.50%

 

9.93%

 

$

723,545

 

 

$

711,876

 

 

(1)
SOFR at March 31, 2024 was 5.33%.

The secured term loan as of December 31, 2023 is summarized as follows ($ in thousands):

 

Contractual Maturity Date

 

Stated Rate (1)

 

Interest Rate

 

Borrowing Outstanding

 

 

Carrying Value

 

8/9/2026

 

S + 4.50%

 

9.95%

 

$

725,452

 

 

$

712,576

 

 

(1)
SOFR at December 31, 2023 was 5.35%.

Debt Related to Real Estate Owned, Net

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure of a hotel portfolio. On February 7, 2024, we modified our debt related to real estate owned to provide for, among other things, an extension of the contractual maturity date to November 9, 2024, a $10.0 million principal paydown, and the designation of a portion of the loan becoming partial recourse to us. Concurrent with this modification, we purchased an interest rate cap with a notional amount of $280.0 million and a strike rate of 5.00% through the extended contractual maturity date for $0.5 million.

Our debt related to real estate owned as of March 31, 2024 is summarized as follows ($ in thousands):

 

Contractual Maturity Date

 

Stated Rate (1)

 

Net Interest Rate (1)

 

Borrowing Outstanding

 

 

Carrying Value

 

11/9/2024

 

S + 2.90%

 

7.90%

 

$

280,000

 

 

$

277,550

 

 

(1)
SOFR at March 31, 2024 was 5.33%, which exceeded the 5.00% ceiling provided by our interest rate cap. See Note 7 - Derivatives for further detail.

Our debt related to real estate owned as of December 31, 2023 is summarized as follows ($ in thousands):

 

Contractual Maturity Date

 

Stated Rate (1)

 

Net Interest Rate (1)

 

Borrowing Outstanding

 

 

Carrying Value

 

2/9/2024

 

S + 2.83%

 

5.83%

 

$

290,000

 

 

$

289,913

 

 

(1)
SOFR at December 31, 2023 was 5.35%, which exceeded the 3.00% ceiling provided by our interest rate cap. See Note 7 – Derivatives for further detail.

Short-Term Funding Facility

On June 29, 2022, we entered into a full recourse revolving credit facility with $150.0 million in capacity. The facility generally provides interim financing for eligible loans for up to 180 days at an initial advance rate between 55% to 75%, which begins to decline after the 90th day. The facility matures on June 29, 2025 and we incur interest at a rate of SOFR, plus a 0.10% credit spread adjustment, plus a spread of 2.25%. With the consent of our lenders, and subject to certain conditions, the commitment of the facility may be increased up to $500.0 million. As of March 31, 2024 and December 31, 2023, we had no outstanding balance on the facility.

22


 

Interest Expense and Amortization

The following table summarizes our interest and amortization expense on our secured financings, debt related to real estate owned and secured term loan for the three months ended March 31, 2024 and 2023, respectively ($ in thousands):

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Interest expense on secured financings

 

$

92,816

 

 

$

82,950

 

Interest expense on secured term loan

 

 

18,245

 

 

 

17,241

 

Amortization of deferred financing costs

 

 

4,870

 

 

 

5,836

 

Interest and related expense

 

$

115,931

 

 

$

106,027

 

Interest expense on debt related to real estate owned (1)

 

 

6,329

 

 

 

5,444

 

Total interest and related expense

 

$

122,260

 

 

$

111,471

 

 

(1)
Interest on debt related to real estate owned includes $437,000 and $131,000 of amortization of deferred financing costs for the three months ended March 31, 2024 and 2023, respectively.

Financial Covenants

Our financing agreements generally contain certain financial covenants. For example, our ratio of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), to interest charges, as defined in the agreements, shall be not less than either 1.3 to 1.0 or 1.5 to 1.0. Further, (i) our tangible net worth, as defined in the agreements, shall not be less than $2.06 billion as of each measurement date plus 75% of proceeds from future equity issuances; (ii) cash liquidity shall not be less than the greater of (x) $50 million or (y) 5% of our recourse indebtedness; and (iii) our indebtedness shall not exceed 77.8% of our total assets. As of March 31, 2024, we are in compliance with all covenants under our financing agreements. The requirements set forth in (i) through (iii) above are based upon the most restrictive financial covenants in place as of the reporting date. For the quarters ended December 31, 2023 and March 31, 2024, we modified certain of our EBITDA to interest charges covenants to provide for a minimum ratio of 1.3 to 1.0 for such covenants which previously required a minimum ratio of 1.4 to 1.0. Future compliance with our financial covenants is dependent upon the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate. As market conditions evolve, we may work with our counterparties to request modifications of financial covenants as needed.

Note 7. Derivatives

On June 2, 2021 and in connection with our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024 for $0.3 million. Such interest rate cap effectively limited the maximum interest rate of our debt related to real estate owned to 5.83% through its maturity. On February 7, 2024 and in connection with the modification of our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $280.0 million, a strike rate of 5.00%, and a maturity date of November 15, 2024 for $0.5 million. Such interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 7.90% through its maturity.

Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. As of March 31, 2024 and December 31, 2023, the fair value of the interest rate cap was $0.4 million and $0.9 million, respectively. During the three months ended March 31, 2024 and 2023, we recognized $0.9 million and $1.2 million, respectively, of proceeds from interest rate cap.

Note 8. Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures” establishes a framework for measuring fair value as well as disclosures about fair value measurements. It emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use when pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, the standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability other than quoted prices, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability which are typically based on

23


 

an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement fall is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Financial Instruments Reported at Fair Value

The fair value of our interest rate cap is determined by using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the interest rate cap. The variable interest rates used in the calculation of projected receipts on the interest rate cap are based on a third-party expert’s expectation of future interest rates derived from observable market interest rate curves and volatilities. Our interest rate cap is classified as Level 2 in the fair value hierarchy and is valued at $0.4 million and $0.9 million at March 31, 2024 and December 31, 2023, respectively.

Financial Instruments Not Reported at Fair Value

The carrying value and estimated fair value of financial instruments not recorded at fair value on a recurring basis but required to be disclosed at fair value were as follows ($ in thousands):

 

 

 

March 31, 2024

 

 

 

Carrying

 

 

Unpaid Principal

 

 

 

 

 

Fair Value Hierarchy Level

 

 

 

Value

 

 

Balance

 

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Loans receivable held-for-investment, net

 

$

6,635,271

 

 

$

6,825,672

 

 

$

6,614,109

 

 

$

-

 

 

$

-

 

 

$

6,614,109

 

Loans receivable held-for-sale

 

 

172,177

 

 

 

173,780

 

 

 

172,177

 

 

 

-

 

 

 

-

 

 

 

172,177

 

Repurchase agreements

 

 

3,601,284

 

 

 

3,601,284

 

 

 

3,601,284

 

 

 

-

 

 

 

-

 

 

 

3,601,284

 

Term participation facility

 

 

497,225

 

 

 

497,225

 

 

 

494,555

 

 

 

-

 

 

 

-

 

 

 

494,555

 

Loan participations sold, net

 

 

100,633

 

 

 

100,634

 

 

 

100,182

 

 

 

-

 

 

 

-

 

 

 

100,182

 

Notes payable, net

 

 

262,164

 

 

 

265,596

 

 

 

263,572

 

 

 

-

 

 

 

-

 

 

 

263,572

 

Secured term loan, net

 

 

711,876

 

 

 

723,545

 

 

 

676,514

 

 

 

-

 

 

 

-

 

 

 

676,514

 

Debt related to real estate owned, net

 

 

277,550

 

 

 

280,000

 

 

 

276,671

 

 

 

-

 

 

 

-

 

 

 

276,671

 

 

 

 

December 31, 2023

 

 

 

Carrying

 

 

Unpaid Principal

 

 

 

 

 

Fair Value Hierarchy Level

 

 

 

Value

 

 

Balance

 

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Loans receivable held-for-investment, net

 

$

6,877,425

 

 

$

7,044,524

 

 

$

6,875,377

 

 

$

-

 

 

$

-

 

 

$

6,875,377

 

Loans receivable held-for-sale

 

 

261,709

 

 

 

264,065

 

 

 

261,709

 

 

 

-

 

 

 

-

 

 

 

261,709

 

Repurchase agreements

 

 

3,805,678

 

 

 

3,805,678

 

 

 

3,805,678

 

 

 

-

 

 

 

-

 

 

 

3,805,678

 

Term participation facility

 

 

465,434

 

 

 

465,434

 

 

 

463,010

 

 

 

-

 

 

 

-

 

 

 

463,010

 

Loan participations sold, net

 

 

120,508

 

 

 

120,634

 

 

 

120,000

 

 

 

-

 

 

 

-

 

 

 

120,000

 

Notes payable, net

 

 

283,341

 

 

 

286,827

 

 

 

284,904

 

 

 

-

 

 

 

-

 

 

 

284,904

 

Secured term loan, net

 

 

712,576

 

 

 

725,452

 

 

 

694,620

 

 

 

-

 

 

 

-

 

 

 

694,620

 

Debt related to real estate owned, net

 

 

289,913

 

 

 

290,000

 

 

 

289,422

 

 

 

-

 

 

 

-

 

 

 

289,422

 

 

Note 9. Equity

Common Stock

Our charter provides for the issuance of up to 500,000,000 shares of common stock with a par value of $0.01 per share. We had 138,746,691 and 138,745,357 shares of common stock issued and 138,746,691 and 138,745,357 shares of common stock outstanding as of March 31, 2024 and December 31, 2023, respectively.

The following table provides a summary of the number of shares of common stock outstanding during the three months ended March 31, 2024 and 2023, respectively:

 

 

Three Months Ended

 

Common Stock Outstanding

 

March 31, 2024

 

 

March 31, 2023

 

Beginning balance

 

 

138,745,357

 

 

 

138,376,144

 

Conversion of fully vested RSUs to common stock

 

 

1,334

 

 

 

-

 

Ending balance

 

 

138,746,691

 

 

 

138,376,144

 

 

24


 

Dividends

The following tables detail our dividend activity for common stock ($ in thousands, except per share data):

 

 

 

For the Quarter Ended

 

 

 

March 31, 2024

 

 

 

Amount

 

 

Per Share

 

Dividends declared - common stock

 

$

34,687

 

 

$

0.25

 

Record Date - common stock

 

March 29, 2024

 

Payment Date - common stock

 

April 15, 2024

 

 

 

 

For the Quarter Ended

 

 

 

March 31, 2023

 

 

 

Amount

 

 

Per Share

 

Dividends declared - common stock

 

$

51,199

 

 

$

0.37

 

Record Date - common stock

 

March 31, 2023

 

Payment Date - common stock

 

April 14, 2023

 

 

Note 10. Earnings Per Share

We calculate basic earnings per share (“EPS”) using the two-class method, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. Under the two-class method, both distributed and undistributed earnings are allocated to common stock and participating securities based on their respective rights. Basic EPS is calculated by dividing our net income (loss) less participating securities’ share in earnings by the weighted average number of shares of common stock outstanding during each period.

Diluted EPS is calculated under the more dilutive of the treasury stock or the two-class method. Under the treasury stock method, diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the incremental potential shares of common stock assumed issued during the period if they are dilutive.

As of March 31, 2024 and 2023, we had no dilutive securities. As a result, basic and diluted EPS are the same. The calculation of basic and diluted EPS is as follows ($ in thousands, except for share and per share data):

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Net (loss) income

 

$

(52,795

)

 

$

36,678

 

Dividends on participating securities (1)

 

 

(924

)

 

 

(1,201

)

Participating securities’ share in earnings

 

 

-

 

 

 

-

 

Basic (loss) earnings

 

$

(53,719

)

 

$

35,477

 

Weighted average shares of common stock outstanding, basic and diluted (2)

 

 

138,791,113

 

 

 

138,385,810

 

Net income per share of common stock, basic and diluted

 

$

(0.39

)

 

$

0.26

 

 

(1)
For the three months ended March 31, 2024 and 2023, dividends on participating securities excludes $11,000 and $3,600 of dividends on fully vested RSUs.
(2)
Amounts as of March 31, 2024 and 2023 include 45,231 and 9,730 fully vested RSUs.

For the three months ended March 31, 2024 and 2023, 2,612,712 and 2,183,169 of weighted average unvested RSUs, respectively, were excluded from the calculation of diluted EPS because the effect was anti-dilutive.

Note 11. Related Party Transactions

Our activities are managed by our Manager. Pursuant to the terms of the Management Agreement, our Manager is responsible for originating investment opportunities, providing asset management services and administering our day-to-day operations. Our Manager is entitled to receive a management fee, an incentive fee, and a termination fee as defined below.

25


 

The following table summarizes our management and incentive fees ($ in thousands):

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Management fees

 

$

9,210

 

 

$

9,656

 

Incentive fees

 

 

-

 

 

 

1,558

 

Total

 

$

9,210

 

 

$

11,214

 

Management Fees

Effective October 1, 2015, our Manager earns a base management fee in an amount equal to 1.50% per annum of Stockholders’ Equity, as defined in the Management Agreement. Management fees are reduced by our pro rata share of any management fees and incentive fees (if incentive fees are not incurred by us) incurred to our Manager by CMTG/TT. Management fees are paid quarterly, in arrears, and $9.2 million and $9.3 million were accrued and were included in management fee payable – affiliate, on our consolidated balance sheets at March 31, 2024 and December 31, 2023, respectively.

Incentive Fees

Our Manager is entitled to an incentive fee equal to 20% of the excess of our Core Earnings on a rolling four-quarter basis, as defined in the Management Agreement, over a 7.00% return on Stockholders’ Equity. Incentive fees are reduced by our pro rata share of any incentive fees incurred to our Manager by CMTG/TT.

There were no accrued incentive fees on our consolidated balance sheets as of March 31, 2024 and December 31, 2023.

Termination Fees

If we elect to terminate the Management Agreement, we are required to pay our Manager a termination fee equal to three times the sum of the average total annual amount of management fees and the average annual incentive fee paid by us over the prior two years.

Reimbursable Expenses

Our Manager or its affiliates are entitled to reimbursement for certain documented costs and expenses incurred by them on our behalf, as set forth in the Management Agreement, excluding any expenses specifically required to be borne by our Manager under the Management Agreement. For the three months ended March 31, 2024 and 2023, we incurred $0.7 million and $0.7 million, respectively, of reimbursable expenses incurred on our behalf by our Manager which are included in general and administrative expenses on our consolidated statements of operations. As of March 31, 2024 and December 31, 2023, $0.7 million and $1.0 million, respectively, of reimbursable expenses incurred on our behalf and due to our Manager are included in other liabilities on our consolidated balance sheets.

Note 12. Stock-Based Compensation

Incentive Award Plan

We are externally managed and do not currently have any employees. On March 30, 2016, we adopted the 2016 Incentive Award Plan (the “Plan”) to promote the success and enhance the value of the Company by linking the individual interests of employees of our Manager and its affiliates to those of our stockholders. As of March 31, 2024, the maximum remaining number of shares that may be issued under the Plan is 3,810,582 shares. Awards granted under the Plan may be granted with the right to receive dividend equivalents and generally vest in equal installments on the specified anniversaries of the grant.

Deferred Compensation Plan

On May 24, 2022, we adopted the Deferred Compensation Plan to provide our directors and certain executives with an opportunity to defer payment of their stock-based compensation or RSUs and director cash fees, if applicable, pursuant to the terms of the Deferred Compensation Plan.

Under our Deferred Compensation Plan, certain of our Board members elected to receive the annual fees and/or time-based RSUs to which they are entitled under our Non-Employee Director Compensation Program in the form of deferred RSUs. Accordingly, during the three months ended March 31, 2024 and 2023, we issued 3,451 and 2,880, respectively, of deferred RSUs in lieu of cash fees to such directors, and recognized a related expense of approximately $47,000 and $43,000, respectively, which is included in general and administrative expenses on our consolidated statements of operations.

26


 

Non-Employee Director Compensation Program

The Board awards time-based RSUs to eligible non-employee Board members on an annual basis as part of such Board members’ annual compensation in accordance with the Non-Employee Director Compensation Program. The time-based awards are generally issued in the second quarter on the date of the annual meeting of our stockholders, in conjunction with the director’s election to the Board, and the awards vest on the earlier of (x) the one-year anniversary of the grant date and (y) the date of the next annual meeting of our stockholders following the grant date, subject to the applicable participants’ continued service through such vesting date. Effective January 1, 2024, our Non-Employee Director Compensation Program was amended to increase the value of the annual director grants and increase the annual retainer fees payable to the chair and members of the Nominating and Corporate Governing Committee, members of the Compensation Committee and the Lead Independent Director, as set forth in the Non-Employee Director Compensation Program. The foregoing description of the amendment is qualified in its entirety by reference to the amendment, which is attached hereto and filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

In June 2023, the eligible non-executive members of the Board were granted an aggregate of 58,536 time-based RSUs under the Plan. Each RSU was granted with the right to receive dividend equivalents. Additionally, certain directors elected to defer their RSUs pursuant to the terms of the Deferred Compensation Plan. Such deferred awards will become payable on the earliest to occur of the participant’s separation from service or a change in control. The fair value of the 58,536 RSUs was determined to be $10.25 per share on the grant date based on the closing price of our common stock on such date.

In June 2022, the eligible non-executive members of the Board were granted an aggregate of 29,280 time-based RSUs under the Plan. Each RSU was granted with the right to receive dividend equivalents. Additionally, certain directors elected to defer their RSUs pursuant to the terms of the Deferred Compensation Plan. Such deferred awards will become payable on the earliest to occur of the participant’s separation from service or a change in control. The fair value of the 29,280 RSUs was determined to be $20.49 per share on the grant date based on the closing price of our common stock on such date. On June 1, 2023, 9,760 of the 29,280 vested RSUs were delivered as shares of our common stock to certain directors.

Stock-Based Compensation Expense

For the three months ended March 31, 2024 and 2023, we recognized $4.4 million and $3.4 million, respectively, of stock-based compensation expense related to the RSUs which is considered a non-cash expense.

Stock-based compensation expense is recognized in earnings on a straight-line basis over the applicable award’s vesting period. Forfeitures of stock-based compensation awards are recognized as they occur. As of March 31, 2024, total unrecognized compensation expense was $35.6 million based on the grant date fair value of RSUs granted. This expense is expected to be recognized over a remaining period of 2.0 years from March 31, 2024.

We may allow participants of the Plan to settle their tax liabilities through a reduction of their vested RSU delivery. Such amount will result in a corresponding adjustment to additional paid-in capital and a cash payment to our Manager or its affiliates in order to remit the required statutory tax withholding to each respective taxing authority. Similarly, during the three months ended September 30, 2023, we amended the RSU grant agreements of certain participants with respect to whom neither we nor our Manager or its affiliates had a statutory basis to withhold required tax payments. Such amendments provided for partial cash settlement of fully vested RSUs as of the date of the amendments in order to facilitate the satisfaction by such participants of income tax obligations arising from delivery of common stock to settle vested RSUs. There were no deliveries of shares of common stock for vested RSUs during the three months ended March 31, 2024.

The following tables detail the time-based RSU activity during the three months ended March 31, 2024 and 2023:

 

 

 

Three Months Ended March 31, 2024

 

 

Three Months Ended March 31, 2023

 

 

 

Number of Restricted Share Units

 

 

Weighted Average Grant Date Fair Value Per Share

 

 

Number of Restricted Share Units

 

 

Weighted Average Grant Date Fair Value Per Share

 

Unvested, beginning of period

 

 

2,526,202

 

 

$

15.31

 

 

 

2,159,280

 

 

$

18.74

 

Granted

 

 

1,175,000

 

 

$

9.64

 

 

 

1,100,000

 

 

$

11.30

 

Vested

 

 

(1,334

)

 

$

11.30

 

 

 

-

 

 

$

-

 

Forfeited

 

 

(5,166

)

 

$

13.69

 

 

 

(12,500

)

 

$

18.72

 

Unvested, end of period

 

 

3,694,702

 

 

$

13.51

 

 

 

3,246,780

 

 

$

16.22

 

 

27


 

 

Note 13. Income Taxes

We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with our taxable year ended December 31, 2015 and expect to continue to operate so as to qualify as a REIT. As a result, we will generally not be subject to federal and state income tax on that portion of our income that we distribute to stockholders if we (i) distribute at least 90% of our taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains, and (ii) comply with certain other requirements to qualify as a REIT. Since Commencement of Operations, we have been in compliance with all REIT requirements and we plan to continue to operate so that we meet the requirements for taxation as a REIT. Therefore, other than amounts relating to our taxable REIT subsidiary (“TRS”), as described below, we have not provided for current income tax expense related to our REIT taxable income for the three months ended March 31, 2024 and 2023, respectively. Additionally, no provision has been made for federal or state income taxes in the accompanying financial statements, as we believe we have met the prescribed requisite requirements.

Our real estate owned hotel portfolio is held in a TRS. A TRS is a corporation that is owned directly or indirectly by a REIT and has jointly elected with the REIT to be treated as a TRS for tax purposes. Given the TRS’ history of generating taxable losses, we are not able to conclude that it is more likely than not that we will realize the future benefit of the TRS’s deferred tax assets and recorded a full valuation allowance. Given the full valuation allowance, we did not record a provision for income taxes for the three months ended March 31, 2024 and 2023, and we did not have any deferred tax assets or deferred tax liabilities as of March 31, 2024 and December 31, 2023. The deferred tax asset and valuation allowance at March 31, 2024 were $25.5 million, respectively. The deferred tax asset and valuation allowance at December 31, 2023 were $21.7 million, respectively.

We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions, if applicable, are included as a component of the provision for income taxes in our consolidated statements of operations. As of March 31, 2024 and December 31, 2023, we have not recorded any amounts for uncertain tax positions.

Our tax returns are subject to audit by taxing authorities. Tax years 2020 and onward remain open to examination by major taxing jurisdictions in which we are subject to taxes.

Note 14. Commitments and Contingencies

We hold a 51% interest in CMTG/TT as a result of committing to invest $124.9 million in CMTG/TT. Distributions representing repayment proceeds from CMTG/TT’s loans may be recalled by CMTG/TT, if the repayment occurred at least six months prior to the loan’s initial maturity date. As of March 31, 2024 and December 31, 2023, we have contributed $163.1 million and $163.1 million, respectively, to CMTG/TT and have received return of capital distributions of $123.3 million, of which $111.1 million were recallable. As of March 31, 2024 and December 31, 2023, our remaining capital commitment to CMTG/TT was $72.9 million and $72.9 million, respectively.

As of March 31, 2024 and December 31, 2023, we had aggregate unfunded loan commitments of $890.3 million and $1.1 billion respectively, which amounts will generally be funded to finance construction or leasing related expenditures by our borrowers, subject to them achieving certain conditions precedent to such funding. These future commitments will expire over the remaining term of the loans, none of which exceed five years.

Our contractual payments due under all financings were as follows as of March 31, 2024 ($ in thousands):

 

Year

 

Initial
Maturity

 

 

Fully Extended
Maturity
(2)

 

2024(1)

 

$

2,432,000

 

 

$

1,064,918

 

2025

 

 

1,609,696

 

 

 

1,203,952

 

2026

 

 

1,426,587

 

 

 

1,873,446

 

2027

 

 

-

 

 

 

1,037,881

 

2028

 

 

-

 

 

 

288,087

 

Total

 

$

5,468,284

 

 

$

5,468,284

 

 

28


 

 

(1) Includes financings outstanding of $323.3 million related to six loans in maturity default with aggregate unpaid principal balance of $656.5 million.

(2) Fully extended maturity is based on the earlier of the fully extended maturity date of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, assuming conditions to extend are met.

In the normal course of business, we may enter into contracts that contain a variety of representations and provide for general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred. However, based on experience, we expect the risk of loss to be remote.

Note 15. Subsequent Events

We have evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that the following events have occurred:

1.
In April 2024, we sold a senior loan. See Note 3 - Loan Portfolio for further information.

 

 

 

29


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. References herein to “Claros Mortgage Trust,” “Company”, “we”, “us” or “our” refer to Claros Mortgage Trust, Inc. and its subsidiaries unless the context specifically requires otherwise. References to our “Manager” refer to Claros REIT Management LP and references to our “Sponsor” refer to Mack Real Estate Credit Strategies, L.P. (“MRECS”), the CRE lending and debt investment business affiliated with our Manager and Mack Real Estate Group, LLC (“MREG”). Although MRECS and MREG are distinct legal entities, for convenience, references to our “Sponsor” are deemed to include references to MRECS and MREG, individually or collectively, as appropriate for the context and unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements herein and will make forward-looking statements in future filings with the SEC, press releases or other written or oral communications within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, it intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: our business and investment strategy; changes in interest rates and their impact on our borrowers and on the availability and cost of our financing; our projected operating results; defaults by borrowers in paying debt service on outstanding loans; the timing of cash flows, if any, from our investments; the state of the U.S. and global economy generally or in specific geographic regions; reduced demand for office, multifamily or retail space, including as a result of the increase in remote and/or hybrid work trends which allow work from remote locations other than the employer’s office premises; governmental actions and initiatives and changes to government policies; the amount of commercial mortgage loans requiring refinancing; our ability to obtain and maintain financing arrangements on attractive terms, or at all; our ability to maintain compliance with covenants under our financing arrangements; current and prospective financing costs and advance rates for our target assets; our expected leverage; general volatility of the capital markets and the markets in which we may invest and our borrowers operate in; the impact of a protracted decline in the liquidity of capital markets on our business; the state of the regional, national, and global banking systems; the uncertainty surrounding the strength of the national and global economies; the return on or impact of current and future investments, including our loan portfolio and real estate owned investments; allocation of investment opportunities to us by our Manager and our Sponsor; changes in the market value of our investments; effects of hedging instruments on our target assets; rates of default, decreased recovery rates, and/or increased loss severity rates on our target assets and related impairment charges, including as it relates to our real estate owned investments; the degree to which our hedging strategies may or may not protect us from interest rate volatility; changes in governmental regulations, tax law and rates, and similar matters (including interpretation thereof); our ability to maintain our qualification as a real estate investment trust (“REIT”); our ability to maintain our exclusion from registration under the Investment Company Act of 1940 (the “1940 Act”); availability and attractiveness of investment opportunities we are able to originate in our target assets; the ability of our Manager to locate suitable investments for us, monitor, service and administer our investments and execute our investment strategy; availability of qualified personnel from our Sponsor and its affiliates, including our Manager; estimates relating to our ability to pay dividends to our stockholders in the future; our understanding of our competition; impact of increased competition on projected returns; geopolitical or economic conditions or uncertainty, which may include military conflicts and activities (including the military conflicts between Russia and Ukraine, Israel and Hamas, and elsewhere throughout the Middle East and North Africa more broadly), tensions involving Russia, China, and Iran, political instability, social unrest, civil disturbances, terrorism, natural disasters and pandemics; and market trends in our industry, interest rates, real estate values, the debt markets generally, the CRE debt market or the general economy.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. See “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and our Annual Report. These and other risks, uncertainties, and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those included in any forward-looking statements we make. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Introduction

We are a CRE finance company focused primarily on originating senior and subordinate loans on transitional CRE assets located in major U.S. markets, including mortgage loans secured by a first priority or subordinate mortgage on transitional CRE assets, and

30


 

subordinate loans including mezzanine loans secured by a pledge of equity ownership interests in the direct or indirect property owner rather than directly in the underlying commercial properties. These loans are subordinate to a mortgage loan but senior to the property owner’s equity ownership interests. Transitional CRE assets are properties that require repositioning, renovation, rehabilitation, leasing, development or redevelopment or other value-added elements in order to maximize value. We believe our Sponsor’s real estate development, ownership and operations experience, and infrastructure differentiates us in lending on these transitional CRE assets. Our objective is to be a premier provider of debt capital for transitional CRE assets and, in doing so, to generate attractive risk-adjusted returns for our stockholders over time, primarily through dividends. We strive to create a diversified investment portfolio of CRE loans that we generally intend to hold to maturity. We focus primarily on originating loans ranging from $50 million to $300 million on transitional CRE assets located in U.S. markets with attractive fundamental characteristics supported by macroeconomic tailwinds.

We were organized as a Maryland corporation on April 29, 2015 and commenced operations on August 25, 2015, and our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol “CMTG.” We have elected and believe we have qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015. We are externally managed and advised by our Manager, an investment adviser registered with the Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). We operate our business in a manner that permits us to maintain our exclusion from registration under the Investment Company Act of 1940, as amended (the “1940 Act”).

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income (loss) per share, Distributable Earnings (Loss) per share, Distributable Earnings per share prior to realized gains and losses, which includes principal charge-offs, dividends declared per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the three months ended March 31, 2024, we had net loss per share of $(0.39), Distributable Loss per share of ($0.12), Distributable Earnings per share prior to realized losses of $0.20, and dividends declared per share of $0.25. As of March 31, 2024, our book value per share was $15.55, our adjusted book value per share was $16.47, our Net-Debt-to-Equity Ratio was 2.4x, and our Total Leverage Ratio was 2.8x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

Net (Loss) Income Per Share and Dividends Declared Per Share

The following table sets forth the calculation of basic and diluted net (loss) income per share and dividends declared per share ($ in thousands, except share and per share data):

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Net (loss) income

 

$

(52,795

)

 

$

34,043

 

Weighted average shares of common stock outstanding, basic and diluted

 

 

138,791,113

 

 

 

138,776,355

 

Basic and diluted net (loss) income per share of common stock

 

$

(0.39

)

 

$

0.24

 

Dividends declared per share of common stock

 

$

0.25

 

 

$

0.25

 

 

We intend to declare and pay regular quarterly dividends to our stockholders, although all future distributions will be declared and paid at the discretion of the Board and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other factors as the Board deems relevant.

Distributable Earnings (Loss)

Distributable Earnings (Loss) is a non-GAAP measure used to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager. Distributable Earnings (Loss) is a non-GAAP measure, which we define as net income (loss) in accordance with GAAP, excluding (i) non-cash stock-based compensation expense, (ii) real estate depreciation and amortization, (iii) any unrealized gains or losses from mark-to-market valuation changes (other than permanent impairments) that are included in net income (loss) for the applicable period, (iv) one-time events pursuant to changes in GAAP and (v) certain non-cash items, which in the judgment of our Manager, should not be included in Distributable Earnings (Loss). Furthermore, the Company presents Distributable Earnings prior to realized gains and losses, which includes principal charge-offs, as the Company believes this more easily allows our Board, Manager, and investors to compare our operating performance to our peers, to assess our ability to declare and pay dividends, and to determine our compliance with certain financial covenants. Pursuant to the Management Agreement, we use Core Earnings, which is substantially the same as Distributable Earnings (Loss) excluding incentive fees, to determine the incentive fees we pay our Manager.

31


 

We believe that Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses provide meaningful information to consider in addition to our net income (loss) and cash flows from operating activities in accordance with GAAP. Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses do not represent net income (loss) or cash flows from operating activities in accordance with GAAP and should not be considered as an alternative to GAAP net income (loss), an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. In addition, our methodology for calculating these non-GAAP measures may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures and, accordingly, our reported Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses may not be comparable to the Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses reported by other companies.

In order to maintain our status as a REIT, we are required to distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, as dividends. Distributable Earnings (Loss), Distributable Earnings prior to realized gains and losses, and other similar measures, have historically been a useful indicator over time of a mortgage REIT’s ability to cover its dividends, and to mortgage REITs themselves in determining the amount of any dividends to declare. Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses are key factors, among others, considered by the Board in determining the dividend each quarter and as such we believe Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses are also useful to investors.

While Distributable Earnings (Loss) excludes the impact of our provision for or reversal of current expected credit loss reserve, principal charge-offs are recognized through Distributable Earnings (Loss) when deemed non-recoverable. Non-recoverability is determined (i) upon the resolution of a loan (i.e., when the loan is repaid, fully or partially, or when we acquire title in the case of foreclosure, deed-in-lieu of foreclosure, or assignment-in-lieu of foreclosure), or (ii) with respect to any amount due under any loan, when such amount is determined to be uncollectible.

In determining Distributable Earnings (Loss) per share and Distributable Earnings per share prior to realized gains and losses, the dilutive effect of unvested RSUs is considered. The weighted average diluted shares outstanding used for Distributable Earnings (Loss) and Distributable Earnings per share prior to realized gains and losses have been adjusted from weighted average diluted shares under GAAP to include weighted average unvested RSUs.

The table below summarizes the reconciliation from weighted average diluted shares under GAAP to the weighted average diluted shares used for Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses for the three months ended March 31, 2024 and December 31, 2023:

 

 

Three Months Ended

 

Weighted Averages

 

March 31, 2024

 

 

December 31, 2023

 

Diluted Shares - GAAP

 

 

138,791,113

 

 

 

138,776,355

 

Unvested RSUs

 

 

2,612,712

 

 

 

2,545,217

 

Diluted Shares - Distributable Earnings (Loss)

 

 

141,403,825

 

 

 

141,321,572

 

 

32


 

The following table provides a reconciliation of net (loss) income to Distributable (Loss) Earnings and Distributable Earnings prior to realized losses ($ in thousands, except share and per share data):

 

 

 

Three Months Ended

 

 

March 31, 2024

 

 

December 31, 2023

 

Net (loss) income:

 

$

(52,795

)

 

$

34,043

 

Adjustments:

 

 

 

 

 

 

Non-cash stock-based compensation expense

 

 

4,353

 

 

 

4,469

 

Provision for current expected credit loss reserve

 

 

69,960

 

 

 

5,247

 

Depreciation and amortization expense

 

 

2,599

 

 

 

2,579

 

Amortization of above and below market lease values, net

 

 

354

 

 

 

354

 

Unrealized loss on interest rate cap

 

 

998

 

 

 

1,835

 

Loss on extinguishment of debt

 

 

2,244

 

 

 

-

 

Gain on foreclosure of real estate owned

 

 

-

 

 

 

(4,162

)

Distributable Earnings prior to realized losses

 

$

27,713

 

 

$

44,365

 

Loss on extinguishment of debt

 

 

(2,244

)

 

 

-

 

Principal charge-offs

 

 

(42,266

)

 

 

(7,468

)

Distributable (Loss) Earnings

 

$

(16,797

)

 

$

36,897

 

Weighted average diluted shares - Distributable (Loss) Earnings

 

 

141,403,825

 

 

 

141,321,572

 

Diluted Distributable Earnings per share prior to realized losses

 

$

0.20

 

 

$

0.31

 

Diluted Distributable (Loss) Earnings per share

 

$

(0.12

)

 

$

0.26

 

Book Value Per Share

We believe that presenting book value per share adjusted for the general current expected credit loss reserve and accumulated depreciation and amortization on our real estate owned and related lease intangibles is useful for investors as it enhances the comparability to our peers. We believe that our investors and lenders consider book value excluding these items as an important metric related to our overall capitalization.

The following table sets forth the calculation of our book value and our adjusted book value per share as of March 31, 2024 and December 31, 2023 ($ in thousands, except share and per share data):

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Equity

 

$

2,215,883

 

 

$

2,299,900

 

Number of shares of common stock outstanding and RSUs

 

 

142,486,624

 

 

 

141,313,339

 

Book Value per share(1)

 

$

15.55

 

 

$

16.28

 

Add back: accumulated depreciation and amortization on real estate owned and
    related lease intangibles

 

 

0.20

 

 

 

0.18

 

Add back: general CECL reserve

 

 

0.72

 

 

 

0.57

 

Adjusted Book Value per share

 

$

16.47

 

 

$

17.03

 

 

(1)
Calculated as (i) total equity divided by (ii) number of shares of common stock outstanding and RSUs at period end.

II. Our Portfolio

The below table summarizes our loans receivable held-for-investment as of March 31, 2024 ($ in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average(3)

 

 

 

 

 

Number of
Loans

 

 

Loan Commitment(1)

 

 

Unpaid Principal Balance

 

 

Carrying
Value
(2)

 

 

Yield to Maturity(4)

 

 

Term to Initial
Maturity
(in years)

 

Term to Fully
Extended
Maturity
(in years)
(5)

 

LTV(6)

 

Senior and subordinate loans

 

 

62

 

 

$

7,716,014

 

 

$

6,825,672

 

 

$

6,729,000

 

 

 

9.1

%

 

1.0 years

 

2.4 years

 

 

69.2

%

 

(1)
Loan commitment represents principal outstanding plus remaining unfunded loan commitments.
(2)
Net of specific CECL reserve of $77.6 million.
(3)
Weighted averages are based on unpaid principal balance.
(4)
Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of March 31, 2024. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.
(5)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

33


 

(6)
LTV represents “loan-to-value” or “loan-to-cost”, which is calculated as our total loan commitment from time to time, as if fully funded, plus any financings that are pari passu with or senior to our loan, divided by our estimate of either (1) the value of the underlying real estate, determined in accordance with our underwriting process (typically consistent with, if not less than, the value set forth in a third-party appraisal) or (2) the borrower’s projected, fully funded cost basis in the asset, in each case as we deem appropriate for the relevant loan and other loans with similar characteristics. Underwritten values and projected costs should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of origination. LTV is updated only in connection with a partial loan paydown and/or release of collateral, material changes to expected project costs, the receipt of a new appraisal (typically in connection with financing or refinancing activity) or a change in our loan commitment. Totals represent weighted average based on loan commitment, including non-consolidated senior interests and pari passu interests. Loans with specific CECL reserves are reflected as 100% LTV.

In April 2024, we sold a senior loan collateralized by two multifamily properties under development located in Irvine, CA and equity interests therein to an unaffiliated purchaser with a then carrying value and unpaid principal balance of $216.8 million and $218.4 million, respectively. As of March 31, 2024, the loan had carrying value and unpaid principal balance of $214.4 million and $216.0 million, respectively, and we determined that this loan met the held-for-sale criteria and was not considered in determining our general CECL reserve. The loan receivable held-for-sale is presented on our consolidated balance sheet net of a $42.3 million principal charge-off, representing the difference between the carrying value before principal charge-off and the sales price of the loan, and is attributable to the construction status of the loan’s collateral status and its $44.9 million of remaining unfunded commitments. The loan was on non-accrual status effective October 1, 2023 and was risk rated 4.

In January 2024, we sold three senior loans to an unaffiliated purchaser. As of December 31, 2023, we determined that these loans met the held-for-sale criteria and were not considered in determining our general CECL reserve. The loans receivable held-for-sale were presented net of a $7.5 million principal charge-off, representing the difference between the carrying values before principal charge-off and the sales price of the loans. Two of the three loans were sold at their respective carrying values, while the principal charge off was allocated and attributable to the construction status of the third loan’s collateral asset and its $105.0 million of remaining unfunded commitments.

Our loans receivable held-for-sale as of December 31, 2023 were comprised of the following loans ($ in thousands):

 

Property Type

 

Location

 

Loan Commitment

 

 

Unpaid Principal Balance

 

 

Carrying Value Before Principal Charge-Off

 

 

Principal
Charge-Off

 

 

Held-For-Sale Carrying Value

 

For Sale Condo

 

FL

 

$

160,000

 

 

$

158,180

 

 

$

157,346

 

 

$

-

 

 

$

157,346

 

Multifamily

 

FL

 

 

77,115

 

 

 

76,580

 

 

 

76,275

 

 

 

-

 

 

 

76,275

 

Mixed-Use

 

FL

 

 

141,791

 

 

 

36,773

 

 

 

35,556

 

 

 

(7,468

)

 

 

28,088

 

Total

 

 

 

$

378,906

 

 

$

271,533

 

 

$

269,177

 

 

$

(7,468

)

 

$

261,709

 

Portfolio Activity and Overview

The following table summarizes changes in unpaid principal balance for our loans receivable held-for-investment ($ in thousands):

 

 

 

Three Months Ended
March 31, 2024

 

Unpaid principal balance, beginning of period

 

$

7,044,524

 

Advances on loans

 

 

143,354

 

Loan repayments

 

 

(146,160

)

Transfer to loans held-for-sale

 

 

(216,046

)

Total net fundings / (repayments)

 

 

(218,852

)

Unpaid principal balance, end of period

 

$

6,825,672

 

 

34


 

The following table details our individual loan receivables held-for-investment based on unpaid principal balances as of March 31, 2024 ($ in thousands):

 

Loan Number

 

Loan
Type

 

Origination
Date

 

Loan
Commitment
(1)

 

 

Unpaid
Principal
Balance

 

 

Carrying
Value
(2)

 

 

Fully Extended Maturity(3)

 

Property
Type
 (4)

 

Construction
(4, 5)

 

Location

 

Risk
Rating

 

1

 

Senior

 

12/16/2021

 

 

405,000

 

 

 

401,157

 

 

 

399,665

 

 

6/16/2027

 

Multifamily

 

-

 

CA

 

4

 

2

 

Senior

 

11/1/2019

 

 

390,000

 

 

 

390,000

 

 

 

389,655

 

 

11/1/2026

 

Multifamily

 

-

 

NY

 

3

 

3

 

Senior

 

7/12/2018

 

 

260,000

 

 

 

260,000

 

 

 

261,350

 

 

8/1/2028

 

Hospitality

 

-

 

NY

 

3

 

4

 

Senior

 

7/26/2021

 

 

225,000

 

 

 

225,000

 

 

 

225,024

 

 

7/26/2026

 

Hospitality

 

-

 

GA

 

3

 

5

 

Senior

 

6/30/2022

 

 

227,000

 

 

 

219,976

 

 

 

218,999

 

 

6/30/2029

 

Hospitality

 

-

 

CA

 

3

 

6

 

Senior

 

8/17/2022

 

 

235,000

 

 

 

213,831

 

 

 

212,973

 

 

8/17/2027

 

Hospitality

 

-

 

CA

 

3

 

7

 

Senior

 

10/18/2019

 

 

247,260

 

 

 

208,928

 

 

 

208,928

 

 

10/18/2024

 

For Sale Condo

 

-

 

CA

 

3

 

8

 

Senior

 

10/4/2019

 

 

194,943

 

 

 

187,129

 

 

 

186,962

 

 

10/1/2025

 

Mixed-Use

 

-

 

DC

 

3

 

9

 

Senior

 

9/7/2018

 

 

182,970

 

 

 

182,970

 

 

 

182,941

 

 

10/18/2024

 

Land

 

-

 

NY

 

3

 

10

 

Senior

 

9/26/2019

 

 

319,900

 

 

 

181,038

 

 

 

181,038

 

 

3/31/2026

 

Office

 

-

 

GA

 

4

 

11

 

Senior

 

1/14/2022

 

 

170,000

 

 

 

170,000

 

 

 

169,565

 

 

1/14/2027

 

Multifamily

 

-

 

CO

 

3

 

12

 

Senior

 

4/14/2022

 

 

193,400

 

 

 

168,941

 

 

 

168,281

 

 

4/14/2027

 

Multifamily

 

-

 

MI

 

3

 

13

 

Senior

 

9/8/2022

 

 

160,000

 

 

 

155,000

 

 

 

154,245

 

 

9/8/2027

 

Multifamily

 

-

 

AZ

 

3

 

14

 

Senior

 

1/9/2018

 

 

151,565

 

 

 

151,565

 

 

 

120,100

 

 

1/9/2024

 

Land

 

-

 

VA

 

5

 

15

 

Senior

 

2/28/2019

 

 

150,000

 

 

 

150,000

 

 

 

150,000

 

 

2/28/2024

 

Office

 

-

 

CT

 

4

 

16

 

Senior

 

12/30/2021

 

 

136,500

 

 

 

136,500

 

 

 

136,244

 

 

12/30/2025

 

Multifamily

 

-

 

PA

 

3

 

17

 

Senior

 

4/26/2022

 

 

151,698

 

 

 

136,355

 

 

 

135,685

 

 

4/26/2027

 

Multifamily

 

-

 

TX

 

3

 

18

 

Senior

 

12/10/2021

 

 

130,000

 

 

 

130,000

 

 

 

129,747

 

 

12/10/2026

 

Multifamily

 

-

 

VA

 

3

 

19

 

Senior

 

5/13/2022

 

 

202,500

 

 

 

128,394

 

 

 

126,609

 

 

5/13/2027

 

Mixed-Use

 

Y

 

VA

 

3

 

20

 

Subordinate

 

12/9/2021

 

 

125,000

 

 

 

125,000

 

 

 

124,832

 

 

1/1/2027

 

Office

 

-

 

IL

 

3

 

21

 

Senior

 

6/17/2022

 

 

127,250

 

 

 

123,346

 

 

 

122,640

 

 

6/17/2027

 

Multifamily

 

-

 

TX

 

3

 

22

 

Senior

 

9/30/2019

 

 

122,500

 

 

 

122,500

 

 

 

122,500

 

 

2/9/2027

 

Office

 

-

 

NY

 

4

 

23

 

Senior

 

4/29/2019

 

 

122,123

 

 

 

119,798

 

 

 

119,773

 

 

4/29/2025

 

Mixed-Use

 

-

 

NY

 

3

 

24

 

Senior

 

3/1/2022

 

 

122,000

 

 

 

119,084

 

 

 

118,587

 

 

2/28/2027

 

Multifamily

 

-

 

TX

 

4

 

25

 

Senior

 

8/8/2022

 

 

115,000

 

 

 

115,000

 

 

 

114,952

 

 

8/8/2027

 

Multifamily

 

-

 

CO

 

3

 

26

 

Senior

 

7/20/2021

 

 

113,500

 

 

 

113,500

 

 

 

113,724

 

 

7/20/2026

 

Multifamily

 

-

 

IL

 

3

 

27

 

Senior

 

2/13/2020

 

 

124,810

 

 

 

112,442

 

 

 

91,300

 

 

2/13/2025

 

Office

 

-

 

CA

 

5

 

28

 

Senior

 

12/15/2021

 

 

103,000

 

 

 

103,000

 

 

 

102,789

 

 

12/15/2026

 

Mixed-Use

 

-

 

TN

 

3

 

29

 

Senior

 

3/22/2021

 

 

148,303

 

 

 

102,107

 

 

 

101,618

 

 

3/22/2026

 

Other

 

-

 

MA

 

3

 

30

 

Senior

 

3/21/2023

 

 

101,059

 

 

 

101,059

 

 

 

100,989

 

 

4/1/2028

 

Hospitality

 

-

 

CA

 

3

 

31

 

Senior

 

8/2/2021

 

 

100,000

 

 

 

98,214

 

 

 

97,827

 

 

8/2/2026

 

Office

 

-

 

CA

 

4

 

32

 

Senior

 

1/27/2022

 

 

100,800

 

 

 

96,529

 

 

 

96,082

 

 

1/27/2027

 

Multifamily

 

-

 

NV

 

4

 

33

 

Senior

 

9/2/2022

 

 

176,257

 

 

 

87,917

 

 

 

86,247

 

 

9/2/2027

 

Multifamily

 

Y

 

UT

 

3

 

34

 

Senior

 

3/31/2020

 

 

87,750

 

 

 

87,750

 

 

 

87,750

 

 

2/9/2025

 

Office

 

-

 

TX

 

4

 

35

 

Senior

 

12/21/2018

 

 

87,741

 

 

 

87,741

 

 

 

88,166

 

 

6/21/2022

 

Land

 

-

 

NY

 

4

 

36

 

Senior

 

11/4/2022

 

 

140,000

 

 

 

83,983

 

 

 

83,087

 

 

11/9/2026

 

Other

 

Y

 

MA

 

3

 

37

 

Senior

 

10/13/2022

 

 

106,500

 

 

 

82,172

 

 

 

81,282

 

 

10/13/2026

 

Other

 

Y

 

NV

 

3

 

38

 

Senior

 

1/10/2022

 

 

130,461

 

 

 

80,786

 

 

 

79,763

 

 

1/9/2027

 

Other

 

-

 

PA

 

3

 

39

 

Senior

 

8/1/2022

 

 

115,250

 

 

 

78,500

 

 

 

78,437

 

 

7/30/2026

 

Hospitality

 

Y

 

NY

 

4

 

40

 

Senior

 

7/10/2018

 

 

77,790

 

 

 

77,790

 

 

 

77,790

 

 

6/10/2024

 

Hospitality

 

-

 

CA

 

4

 

41

 

Senior

 

7/27/2022

 

 

76,000

 

 

 

75,550

 

 

 

75,360

 

 

7/27/2027

 

Multifamily

 

-

 

UT

 

3

 

42

 

Senior

 

4/5/2019

 

 

75,500

 

 

 

75,500

 

 

 

75,500

 

 

12/31/2024

 

Mixed-Use

 

-

 

NY

 

3

 

43

 

Senior

 

6/3/2021

 

 

79,600

 

 

 

71,780

 

 

 

71,699

 

 

6/3/2026

 

Other

 

-

 

MI

 

3

 

44

 

Senior

 

8/27/2021

 

 

84,810

 

 

 

71,492

 

 

 

46,700

 

 

8/27/2026

 

Office

 

-

 

GA

 

5

 

45

 

Senior

 

12/22/2021

 

 

83,901

 

 

 

69,519

 

 

 

69,292

 

 

12/22/2026

 

Multifamily

 

-

 

TX

 

4

 

46

 

Senior

 

7/31/2019

 

 

67,000

 

 

 

67,000

 

 

 

67,000

 

 

10/31/2021

 

Land

 

-

 

NY

 

4

 

47

 

Senior

 

2/2/2022

 

 

90,000

 

 

 

65,378

 

 

 

64,665

 

 

2/2/2027

 

Office

 

-

 

WA

 

3

 

48

 

Senior

 

1/19/2022

 

 

73,677

 

 

 

59,825

 

 

 

59,531

 

 

1/19/2027

 

Hospitality

 

-

 

TN

 

3

 

49

 

Senior

 

11/24/2021

 

 

60,255

 

 

 

57,326

 

 

 

57,067

 

 

11/24/2026

 

Multifamily

 

-

 

NV

 

3

 

50

 

Senior

 

3/15/2022

 

 

53,300

 

 

 

50,164

 

 

 

49,957

 

 

3/15/2027

 

Multifamily

 

-

 

AZ

 

4

 

51

 

Senior

 

2/4/2022

 

 

44,768

 

 

 

39,279

 

 

 

39,085

 

 

2/4/2027

 

Multifamily

 

-

 

TX

 

4

 

52

 

Senior

 

2/25/2022

 

 

53,984

 

 

 

33,320

 

 

 

32,867

 

 

2/25/2027

 

Other

 

Y

 

GA

 

3

 

53

 

Subordinate

 

7/2/2021

 

 

30,200

 

 

 

30,200

 

 

 

30,332

 

 

7/2/2024

 

Land

 

-

 

FL

 

3

 

54

 

Senior

 

4/18/2019

 

 

30,000

 

 

 

30,000

 

 

 

29,988

 

 

5/1/2024

 

Land

 

-

 

MA

 

3

 

55

 

Senior

 

2/17/2022

 

 

28,479

 

 

 

24,865

 

 

 

24,781

 

 

2/17/2027

 

Multifamily

 

-

 

TX

 

3

 

56

 

Senior

 

4/19/2022

 

 

23,378

 

 

 

20,889

 

 

 

20,713

 

 

4/19/2027

 

Other

 

Y

 

GA

 

3

 

57

 

Senior

 

2/18/2022

 

 

32,083

 

 

 

19,570

 

 

 

19,311

 

 

2/18/2027

 

Other

 

Y

 

FL

 

3

 

58

 

Senior

 

12/21/2022

 

 

112,100

 

 

 

19,177

 

 

 

18,056

 

 

12/21/2027

 

Multifamily

 

Y

 

WA

 

3

 

59

 

Senior

 

4/19/2022

 

 

24,245

 

 

 

16,932

 

 

 

16,727

 

 

4/19/2027

 

Other

 

Y

 

GA

 

3

 

60

 

Senior

 

8/2/2019

 

 

10,119

 

 

 

10,119

 

 

 

10,324

 

 

2/2/2025

 

For Sale Condo

 

-

 

NY

 

3

 

61

 

Senior

 

7/1/2019

 

 

1,899

 

 

 

1,899

 

 

 

1,899

 

 

12/30/2020

 

Other

 

-

 

Other

 

5

 

62

 

Subordinate

 

8/2/2018

 

 

886

 

 

 

886

 

 

 

-

 

 

7/9/2023

 

Other

 

-

 

NY

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total

 

 

7,716,014

 

 

 

6,825,672

 

 

 

6,729,000

 

 

 

 

 

 

 

 

 

 

 

 

 General CECL reserve

 

 

 

 

 

 

 

 

(93,729

)

 

 

 

 

 

 

 

 

 

 

 

 Grand Total / Weighted Average

 

 

7,716,014

 

 

 

6,825,672

 

 

 

6,635,271

 

 

 

 

 

 

13%

 

 

 

 

3.4

 

 

35


 

 

(1)
Loan commitment represents principal outstanding plus remaining unfunded loan commitments.
(2)
Net of specific CECL reserve of $77.6 million.
(3)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.
(4)
Classification of property type and construction status reflect the state of collateral as of March 31, 2024.
(5)
Percent of total construction loans based on loan commitments as of March 31, 2024.

Real Estate Owned

On February 8, 2021, we acquired legal title to a portfolio of seven limited service hotels located in New York, NY through a foreclosure. As of March 31, 2024, the hotel portfolio appears as part of real estate owned, net on our consolidated balance sheet and is encumbered by a $280.0 million securitized senior mortgage, which is included as a liability on our consolidated balance sheets.

On June 30, 2023, we acquired legal title to a mixed-use property located in New York, NY and the equity interests therein through an assignment-in-lieu of foreclosure, and is comprised of office, retail, and signage components. As of March 31, 2024, the mixed-use property appears as part of real estate owned, net and related lease intangibles, net appear within other assets and other liabilities on our consolidated balance sheet. As of March 31, 2024, our mixed-use real estate owned property and related net lease intangibles were pledged as collateral to our term participation facility. Effective April 2024, such pledge was released.

Refer to Note 5 to our consolidated financial statements for additional details.

Asset Management

Our Manager proactively manages the loans in our portfolio from closing to final repayment and our Sponsor has dedicated asset management employees to perform asset management services. Following the closing of an investment, the asset management team rigorously monitors the loan, with an emphasis on ongoing analyses of both quantitative and qualitative matters, including financial, legal, and market conditions. Through the final repayment of a loan, the asset management team maintains regular contact with borrowers, servicers and local market experts monitoring performance of the collateral, anticipating borrower, property and market issues, and enforcing our rights and remedies when appropriate.

Some of our borrowers may experience delays in the execution of their business plans or changes in market conditions which may impact the performance of the underlying collateral asset, borrower, or sponsor. As a transitional lender, we may from time to time execute loan modifications with borrowers when and if appropriate, which may include additional equity contributions from them, repurposing of reserves, pledges of additional collateral or other forms of credit support, additional guarantees, temporary deferrals of interest or principal, and/or partial deferral of coupon interest as payment-in-kind interest. To the extent warranted by ongoing conditions specific to our borrowers or overall market conditions, we may make additional modifications when and if appropriate, and depending on the business plans, financial condition, liquidity and results of operations of our borrowers, among other factors.

Our Manager evaluates the credit quality of each of our loans receivable on an individual basis and assigns a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include, but are not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type and other more subjective variables that include, but is not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions and sponsor’s financial stability. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, respectively. The weighted average risk rating of our total loan portfolio was 3.4 as of March 31, 2024.

Current Expected Credit Losses

The current expected credit loss reserve required under GAAP reflects our current estimate of potential credit losses related to our loan commitments. See Note 2 to our consolidated financial statements for further detail of our current expected credit loss reserve methodology.

During the three months ended March 31, 2024, we recorded a provision for current expected credit losses of $70.0 million, which consisted of a $22.7 million increase in our general CECL reserve and a $47.3 million increase in our specific CECL reserve prior to principal charge-offs. The increase in general CECL reserves was primarily attributable to changes in the historical loss rate of the

36


 

analogous dataset and changes in risk ratings and non-accrual status within our loan portfolio, offset by the seasoning of our loan portfolio and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve. As of March 31, 2024, our total current expected credit loss reserve was $180.4 million, which represents 2.6% of the unpaid principal balance of our loan receivable held-for-investment portfolio.

During the three months ended March 31, 2023, we recorded a reversal of current expected credit losses of $3.2 million, which was primarily attributable to the seasoning of our loan portfolio and a reduction in our loan portfolio’s total commitments. As of March 31, 2023, our total current expected credit loss reserve was $143.1 million.

Specific CECL Reserves

The following table presents a summary of our loans receivable held-for-investment with specific CECL reserves as of March 31, 2024 ($ in thousands):

 

Property Type

 

Location

 

Unpaid Principal Balance

 

 

Carrying Value Before Specific CECL Reserve

 

 

Specific CECL Reserve

 

 

Net Carrying Value

 

Land

 

VA

 

$

151,565

 

 

$

151,565

 

 

$

31,465

 

 

$

120,100

 

Office

 

CA

 

 

112,442

 

 

 

112,163

 

 

 

20,863

 

 

 

91,300

 

Office

 

GA

 

 

71,492

 

 

 

71,094

 

 

 

24,394

 

 

 

46,700

 

Other

 

NY

 

 

886

 

 

 

884

 

 

 

884

 

 

 

-

 

Total

 

 

 

$

336,385

 

 

$

335,706

 

 

$

77,606

 

 

$

258,100

 

As of December 31, 2023, we had a specific CECL reserve of $31.2 million in connection with a senior loan with a borrower that is experiencing financial difficulty. During the three months ended March 31, 2024, we recorded additional specific CECL reserves totaling $0.3 million as a result of protective advances made, resulting in a total specific CECL reserve of $31.5 million. The loan is secured by land in Arlington, VA and as of March 31, 2024, had an unpaid principal balance and carrying value prior to any specific CECL reserve of $151.6 million and is in maturity default. Effective January 1, 2023, this loan was placed on non-accrual status.

As of December 31, 2023, we had a specific CECL reserve of $20.5 million in connection with a senior loan with a borrower that is experiencing financial difficulty. During the three months ended March 31, 2024, we recorded additional specific CECL reserves totaling $0.4 million based on changes to the collateral value, resulting in a total specific CECL reserve of $20.9 million. The loan is secured by an office building in San Francisco, CA and a pledge of equity interests therein. As of March 31, 2024, this loan had an unpaid principal balance and carrying value prior to any specific CECL reserve of $112.4 million and $112.2 million, respectively, and is in maturity default. Effective September 1, 2023, this loan was placed on non-accrual status.

As of December 31, 2023, we had a specific CECL reserve of $20.0 million in connection with a senior loan with a borrower that is experiencing financial difficulty. During the three months ended March 31, 2024, we recorded additional specific CECL reserves totaling $4.4 million based on changes to the collateral value, resulting in a total specific CECL reserve of $24.4 million. The loan is secured by an office building in Atlanta, GA and a pledge of equity interests therein. As of March 31, 2024, this loan had an unpaid principal balance and carrying value prior to any specific CECL reserve of $71.5 million and $71.1 million, respectively, and an initial maturity date of August 27, 2024. Effective September 1, 2023, this loan was placed on non-accrual status.

As of December 31, 2023 and March 31, 2024, we had a specific CECL reserve of $0.9 million in connection with a subordinate loan with a borrower that is experiencing financial difficulty. The loan is secured by the equity interests in a retail condo in Brooklyn, NY and, as of March 31, 2024, had an unpaid principal balance and carrying value prior to any specific CECL reserve of $0.9 million and is in maturity default. Effective June 30, 2023, the loan was placed on non-accrual status.

Fair market values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair market values used to determine specific CECL reserves as of March 31, 2024 include assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates ranging from 6.0% to 9.5%, and market and terminal capitalization rates ranging from 6.0% to 8.3%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, and anticipated real estate and capital market conditions.

37


 

Portfolio Financing

Our financing arrangements include repurchase arrangements, a term participation facility, asset-specific financings, debt related to real estate owned, and secured term loan borrowings.

The following table summarizes our loans portfolio financing ($ in thousands):

 

 

 

March 31, 2024

 

 

 

Capacity

 

 

Borrowing Outstanding

 

 

Weighted
Average
Spread
(1)

 

Repurchase agreements and term participation facility

 

$

5,678,807

 

 

$

4,098,509

 

 

 

+ 2.72%

 

Loan participations sold

 

 

100,634

 

 

 

100,634

 

 

 

+ 4.25%

 

Notes payable

 

 

432,867

 

 

 

265,596

 

 

 

+ 3.39%

 

Secured term loan

 

 

723,545

 

 

 

723,545

 

 

 

+ 4.50%

 

Debt related to real estate owned

 

 

280,000

 

 

 

280,000

 

 

 

+ 2.90%

 

Total / Weighted Average

 

$

7,215,853

 

 

$

5,468,284

 

 

 

+ 3.03%

 

 

(1)
Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. SOFR as of March 31, 2024 was 5.33%. Fixed rate loans are presented as a spread over the relevant floating benchmark rates.

Refer to Note 6 to our consolidated financial statements for additional details.

Repurchase Agreements and Term Participation Facility

We finance certain of our loans using repurchase agreements and a term participation facility. As of March 31, 2024, aggregate borrowings outstanding under our repurchase agreements and term participation facility totaled $4.1 billion, with a weighted average spread of SOFR plus 2.72% per annum based on unpaid principal balance. As of March 31, 2024, outstanding borrowings under these facilities had a weighted average term to initial maturity and fully extended maturity of 1.0 years and 2.3 years, respectively, assuming all conditions to extend are met.

Each repurchase agreement contains “margin maintenance” provisions, which are designed to allow the counterparty to require the delivery of cash or other assets to de-lever financings on assets that are determined to have experienced a diminution in value. Since inception through March 31, 2024, we have not received any margin calls under any of our repurchase agreements.

Loan Participations Sold

We finance certain of our loans via the sale of a participation in such loans, and we present the loan participations sold as a liability on our consolidated balance sheet when such arrangements do not qualify as sales under GAAP. In instances where we have multiple loan participations with the same lender, the financings are generally not cross-collateralized. Each of our loan participations sold is generally term-matched to its underlying loan. As of March 31, 2024, one of our loans was financed with a loan participation sold.

Notes Payable

We finance certain of our loans via secured financings that are generally non-recourse and are term matched to the underlying loan. We refer to such financings as notes payable and they are secured by the related loans receivable. As of March 31, 2024, five of our loans were financed with notes payable.

Secured Term Loan

We have a secured term loan which we originally entered into on August 9, 2019. Our secured term loan is presented net of any original issue discount and transaction expenses which are deferred and recognized as interest expense over the life of the loan using the effective interest method. The secured term loan matures on August 9, 2026 and as of March 31, 2024 has an unpaid principal balance of $723.5 million and a carrying value of $711.9 million.

Debt Related to Real Estate Owned

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure of a hotel portfolio. On February 7, 2024, we modified our debt related to real estate owned to provide for, among other things, an extension of the contractual maturity date to November 9, 2024, a $10.0 million principal paydown, and the designation of a portion of the loan becoming partial recourse to us. Concurrent with this modification, we purchased an interest rate cap with a notional amount of $280.0 million and a strike rate of 5.00% through the extended contractual maturity date for $0.5 million. As of March 31, 2024, our debt related to real estate owned has an unpaid principal balance of $280.0 million, a carrying value of $277.6 million and a stated rate of SOFR plus 2.90%. See Derivatives below for further detail of our interest rate cap.

38


 

Derivatives

As part of the agreement to amend the terms of our debt related to real estate owned on June 2, 2021, we acquired an interest rate cap with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024 for $0.3 million. Such interest rate cap effectively limited the maximum interest rate of our debt related to real estate owned to 5.83% through its maturity. On February 7, 2024 and in connection with the modification of our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $280.0 million, a strike rate of 5.00%, and a maturity date of November 15, 2024. for $0.5 million. Such interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 7.90% through its maturity.

Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. As of March 31, 2024 and December 31, 2023, the fair value of the interest rate cap was $0.4 million and $0.9 million, respectively. During the three months ended March 31, 2024 and 2023, we recognized approximately $0.9 million and $1.2 million respectively, as proceeds from interest rate cap.

Short-Term Funding Facility

On June 29, 2022, we entered into a full recourse revolving credit facility with $150.0 million in capacity. The facility generally provides interim financing for eligible loans for up to 180 days at an initial advance rate between 55% to 75%, which begins to decline after the 90th day. The facility matures on June 29, 2025 and we incur interest at a rate of SOFR, plus a 0.10% credit spread adjustment, plus a spread of 2.25%. With the consent of our lenders, and subject to certain conditions, the commitment of the facility may be increased up to $500.0 million. As of March 31, 2024 and December 31, 2023, we had no outstanding balance on the facility.

Financial Covenants

Our financing agreements generally contain certain financial covenants. For example, our ratio of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), to interest charges, as defined in the agreements, shall be not less than either 1.3 to 1.0 or 1.5 to 1.0. Further, (i) our tangible net worth, as defined in the agreements, shall not be less than $2.06 billion as of each measurement date plus 75% of proceeds from future equity issuances; (ii) cash liquidity shall not be less than the greater of (x) $50 million or (y) 5% of our recourse indebtedness; and (iii) our indebtedness shall not exceed 77.8% of our total assets. As of March 31, 2024, we are in compliance with all covenants under our financing agreements. The requirements set forth in (i) through (iii) above are based upon the most restrictive financial covenants in place as of the reporting date. For the quarters ended December 31, 2023 and March 31, 2024, we modified certain of our EBITDA to interest charges covenants to provide for a minimum ratio of 1.3 to 1.0 for such covenants which previously required a minimum ratio of 1.4 to 1.0. Future compliance with our financial covenants is dependent upon the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate. As market conditions evolve, we may work with our counterparties to request modifications of financial covenants as needed.

Non-Consolidated Senior Interests Sold and Non-Consolidated Senior Interests Held by Third Parties

In certain instances, we use structural leverage through the non-recourse syndication of a match-term senior loan interest to a third party which qualifies for sale accounting under GAAP, or through the acquisition of a subordinate loan for which a non-recourse senior interest is retained by a third party. In such instances, the senior loan is not included on our consolidated balance sheet.

The following table summarizes our non-consolidated senior interests and related retained subordinate interests as of March 31, 2024 ($ in thousands):

 

 

 

Loan
Count

 

Loan
Commitment

 

 

Unpaid
Principal
Balance

 

 

Carrying
Value

 

 

Weighted Average Spread (2)

 

Term to
Initial
Maturity
(in years)

 

 

Term to
Fully
Extended
Maturity
(in years)
(3)

 

Floating rate non-consolidated senior loans (1)

 

1

 

$

57,300

 

 

$

57,300

 

 

N/A

 

 

+ 4.46%

 

 

0.3

 

 

 

0.3

 

Retained floating rate subordinate loans

 

1

 

$

30,200

 

 

$

30,200

 

 

$

30,332

 

 

+ 12.86%

 

 

0.3

 

 

 

0.3

 

Fixed rate non-consolidated senior loans

 

1

 

$

830,000

 

 

$

830,000

 

 

N/A

 

 

3.47%

 

 

2.8

 

 

 

2.8

 

Retained fixed rate subordinate loans

 

1

 

$

125,000

 

 

$

125,000

 

 

$

124,832

 

 

8.50%

 

 

2.8

 

 

 

2.8

 

 

(1)
Non-consolidated senior interests are indexed to SOFR, which was 5.33% at March 31, 2024.
(2)
Weighted average is based on unpaid principal balance.
(3)
Term to fully extended maturity is determined based on the maximum maturity of each of the corresponding loans, assuming all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

39


 

Floating and Fixed Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and financing them with floating rate liabilities. Further, we seek to match the benchmark index in the floating rate loans we originate with the benchmark index used in the related floating rate financings. Generally, we use SOFR as the benchmark index in both our floating rate loans and floating rate financings. As of March 31, 2024, 98.0% of our loans based on unpaid principal balance were floating rate and indexed to SOFR. The majority of our floating rate loans were financed with floating rate liabilities indexed to SOFR, which resulted in approximately $1.4 billion of net floating rate exposure.

The following table details our net floating rate exposure as of March 31, 2024 ($ in thousands):

 

 

 

Net Floating
Rate Exposure
(1)

 

Floating rate assets

 

$

6,687,768

 

Floating rate liabilities

 

 

(5,326,245

)

Net floating rate exposure

 

$

1,361,523

 

 

(1)
Our floating rate loans and related liabilities are all indexed to SOFR, which as of March 31, 2024 was 5.33%. Includes $361.9 million of net floating rate exposure related to loans on non-accrual status. Excludes $74.0 million of net floating rate exposure related to a loan receivable with an unpaid principal balance of $216.0 million which is classified as held-for-sale as of March 31, 2024 and associated financing of $142.0 million.

As of March 31, 2024, we have an interest rate cap on our debt related to real estate owned with a notional amount of $280.0 million, a strike rate of 5.00%, and a maturity date of November 15, 2024. The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 7.90%. We have not employed other interest rate derivatives (interest rate swaps, caps, collars or floors) to hedge our asset or liability portfolio, but we may do so in the future.

Results of Operations – Three Months Ended March 31, 2024 and December 31, 2023

As previously disclosed, beginning with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and for all subsequent reporting periods, we have elected to present results of operations by comparing to the immediately preceding period, as well as the same year to date period in the prior year. Given the dynamic nature of our business and the sensitivity to the real estate and capital markets, we believe providing analysis of results of operations by comparing to the immediately preceding period is more meaningful to our stockholders in assessing the overall performance of our current business.

40


 

Operating Results

The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2024, and December 31, 2023 ($ in thousands, except per share data):

 

 

 

Three Months Ended

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

 

$ Change

 

Revenue

 

 

 

 

 

 

 

 

 

Interest and related income

 

$

160,845

 

 

$

170,929

 

 

$

(10,084

)

Less: interest and related expense

 

 

115,931

 

 

 

121,191

 

 

 

(5,260

)

Net interest income

 

 

44,914

 

 

 

49,738

 

 

 

(4,824

)

Revenue from real estate owned

 

 

13,911

 

 

 

26,241

 

 

 

(12,330

)

Total net revenue

 

 

58,825

 

 

 

75,979

 

 

 

(17,154

)

Expenses

 

 

 

 

 

 

 

 

 

Management fees - affiliate

 

 

9,210

 

 

 

9,315

 

 

 

(105

)

General and administrative expenses

 

 

3,877

 

 

 

3,631

 

 

 

246

 

Stock-based compensation expense

 

 

4,353

 

 

 

4,469

 

 

 

(116

)

Real estate owned:

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

12,880

 

 

 

14,528

 

 

 

(1,648

)

Interest expense

 

 

6,329

 

 

 

6,184

 

 

 

145

 

Depreciation and amortization

 

 

2,599

 

 

 

2,579

 

 

 

20

 

Total expenses

 

 

39,248

 

 

 

40,706

 

 

 

(1,458

)

Proceeds from interest rate cap

 

 

865

 

 

 

1,732

 

 

 

(867

)

Unrealized loss on interest rate cap

 

 

(998

)

 

 

(1,836

)

 

 

838

 

Gain on foreclosure of real estate owned

 

 

-

 

 

 

4,162

 

 

 

(4,162

)

Loss from equity method investment

 

 

(35

)

 

 

(41

)

 

 

6

 

Loss on extinguishment of debt

 

 

(2,244

)

 

 

-

 

 

 

(2,244

)

Provision for current expected credit loss reserve

 

 

(69,960

)

 

 

(5,247

)

 

 

(64,713

)

Net (loss) income

 

$

(52,795

)

 

$

34,043

 

 

$

(86,838

)

 

 

 

 

 

 

 

 

 

Net (loss) income per share of common stock:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.39

)

 

$

0.24

 

 

$

(0.63

)

 

Comparison of the three months ended March 31, 2024 and December 31, 2023

Net Revenue

Total net revenue decreased $17.2 million during the three months ended March 31, 2024, compared to the three months ended December 31, 2023. The decrease is primarily due to a decrease in revenue from real estate owned of $12.3 million due to lower overall average occupancy, average daily rate (“ADR”), and revenue per available room (“RevPAR”) levels at the hotel portfolio compared to the three months ended December 31, 2023 due to expected seasonality, and a decrease in net interest income of $4.8 million, which was driven by a decrease in interest income of $10.1 million as a result of a decreased loans receivable balance and additional loans being placed on non-accrual status during the three months ended March 31, 2024, partially offset by a decrease in interest expense of $5.3 million as a result of decreased average borrowing levels during the three months ended March 31, 2024 compared to the three months ended December 31, 2023.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation and amortization on real estate owned and related in-place and other lease values. Expenses decreased by $1.5 million during the three months ended March 31, 2024, as compared to the three months ended December 31, 2023, primarily due to:

 

(i)
a decrease in operating expenses from real estate owned of $1.6 million during the comparative period, due to lower variable operating expenses in connection with lower occupancy levels at the hotel portfolio, partially offset by an increase in professional fees incurred primarily as a result of the modification of our debt related to real estate owned;
(ii)
partially offset by an increase in general and administrative expenses of $0.2 million primarily as a result of an increase in non-recurring charges incurred over the comparative period generally related to professional fees, insurance expense, and other corporate level costs.

41


 

Proceeds from Interest Rate Cap

Proceeds from interest rate cap decreased $0.9 million during the three months ended March 31, 2024, as compared to the three months ended December 31, 2023, due to a 2% higher strike rate on the interest rate cap purchased upon the February 15, 2024 expiration of the previously held interest rate cap.

Unrealized Loss on Interest Rate Cap

During the three months ended March 31, 2024, we recognized a $1.0 million unrealized loss on interest rate cap, compared to a $1.8 million unrealized loss on interest rate cap during three months ended December 31, 2023 driven by an unrealized loss of $0.9 million related to the maturity of the previously owned interest rate cap which expired on February 15, 2024 and an additional $0.1 million unrealized loss recognized on the new interest rate cap purchased. The fair value of the interest rate cap increases as interest rates increase, decreases as the interest rate cap approaches maturity, and further fluctuates following shifts in the forward curve.

Gain on Foreclosure of Real Estate Owned

During the three months ended December 31, 2023, we recorded an out-of-period adjustment of $4.2 million, representing an over accrual of accounts payable assumed upon foreclosure of our hotel portfolio in 2021 and, accordingly, we recorded an adjustment on our consolidated statement of operations during the three months ended December 31, 2023 to correct the prior period understatement of the gain on foreclosure. During the three months ended March 31, 2024, there was no such adjustment. See Note 5 - Real Estate Owned to our Annual Report on Form 10-K for the year ended December 31, 2023 for further detail.

Loss from Equity Method Investment

During the three months ended March 31, 2024 and the three months ended December 31, 2023, we recognized losses from our equity method investment of $0.1 million as a result of the net losses recognized by our investee during each respective period.

Loss on Extinguishment of Debt

During the three months ended March 31, 2024, we recognized a loss on extinguishment of debt of $2.2 million, inclusive of a $1.6 million spread maintenance payment and $0.6 million of unamortized deferred financing costs, as a result of the repayment of a note payable prior to maturity which occurred simultaneously with the sale of the associated loan receivable.

Provision for Current Expected Credit Loss Reserve

During the three months ended March 31, 2024, we recorded a provision for current expected credit losses of $70.0 million, which consisted of a $22.7 million increase in our general CECL reserve and a $47.3 million increase in our specific CECL reserve prior to principal charge-offs primarily attributable to changes in the historical loss rate of the analogous dataset and changes in risk ratings and non-accrual status within our loan portfolio, offset by the seasoning of our loan portfolio and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve. During the three months ended December 31, 2023, we recorded a provision for current expected credit losses of $5.2 million, primarily attributable to a $8.1 million increase in our specific CECL reserves, and a $2.9 million reversal of general CECL reserves which was primarily attributable to seasoning of and a reduction in the size of our loan portfolio.

42


 

Results of Operations – Three Months Ended March 31, 2024 and March 31, 2023

The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2024 and 2023 ($ in thousands, except per share data):

 

 

 

Three Months Ended

 

 

 

 

 

 

March 31, 2024

 

 

March 31, 2023

 

 

$ Change

 

Revenue

 

 

 

 

 

 

 

 

 

Interest and related income

 

$

160,845

 

 

$

164,166

 

 

$

(3,321

)

Less: interest and related expense

 

 

115,931

 

 

 

106,027

 

 

 

9,904

 

Net interest income

 

 

44,914

 

 

 

58,139

 

 

 

(13,225

)

Revenue from real estate owned

 

 

13,911

 

 

 

10,963

 

 

 

2,948

 

Total net revenue

 

 

58,825

 

 

 

69,102

 

 

 

(10,277

)

Expenses

 

 

 

 

 

 

 

 

 

Management fees - affiliate

 

 

9,210

 

 

 

9,656

 

 

 

(446

)

Incentive fees - affiliate

 

 

-

 

 

 

1,558

 

 

 

(1,558

)

General and administrative expenses

 

 

3,877

 

 

 

4,923

 

 

 

(1,046

)

Stock-based compensation expense

 

 

4,353

 

 

 

3,366

 

 

 

987

 

Real estate owned:

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

12,880

 

 

 

10,000

 

 

 

2,880

 

Interest expense

 

 

6,329

 

 

 

5,444

 

 

 

885

 

Depreciation and amortization

 

 

2,599

 

 

 

2,058

 

 

 

541

 

Total expenses

 

 

39,248

 

 

 

37,005

 

 

 

2,243

 

Proceeds from interest rate cap

 

 

865

 

 

 

1,183

 

 

 

(318

)

Unrealized loss on interest rate cap

 

 

(998

)

 

 

(1,404

)

 

 

406

 

(Loss) income from equity method investment

 

 

(35

)

 

 

1,563

 

 

 

(1,598

)

Loss on extinguishment of debt

 

 

(2,244

)

 

 

-

 

 

 

(2,244

)

(Provision for) reversal of current expected credit loss reserve

 

 

(69,960

)

 

 

3,239

 

 

 

(73,199

)

Net (loss) income

 

$

(52,795

)

 

$

36,678

 

 

$

(89,473

)

 

 

 

 

 

 

 

 

 

Net (loss) income per share of common stock:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.39

)

 

$

0.26

 

 

$

(0.65

)

Comparison of the three months ended March 31, 2024 and March 31, 2023

Net Revenue

Total net revenue decreased $10.3 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease is primarily due to a decrease in net interest income of $13.2 million, which was driven by an increase in interest expense of $9.9 million primarily as a result of higher average borrowing levels and reference rate increases, and a decrease in interest income of $3.3 million as a result of a decreased loans receivable balance and an increase in loans on non-accrual status during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The decrease in total net revenue was partially offset by an increase in revenue from real estate owned of $2.9 million due to higher overall average occupancy, ADR, and RevPAR levels at the hotel portfolio compared to the three months ended March 31, 2023 and revenue generated from the mixed-use property we acquired legal title to on June 30, 2023.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, incentive fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation and amortization on real estate owned and related in-place and other lease values. Expenses increased by $2.2 million during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to:

 

(i)
an increase in operating expenses from real estate owned of $2.9 million during the comparative period, due to an increase in professional fees incurred primarily as a result of the modification of our debt related to real estate owned, an increase in variable operating expenses in connection with higher occupancy levels at the hotel portfolio, and expenses incurred at the mixed-use property we acquired legal title to on June 30, 2023;
(ii)
an increase in stock-based compensation of $1.0 million during the comparative period, due to restricted stock units granted during the first quarter of 2023;

43


 

(iii)
an increase in interest expense on debt related to real estate owned of $0.9 million primarily as a result of reference rate increases over the comparative period;
(iv)
partially offset by a decrease in incentive fees of $1.6 million as a result of core earnings over the trailing four quarters being in excess of a 7% hurdle as of March 31, 2023 but below the hurdle as of March 31, 2024;
(v)
further offset by a decrease in general and administrative expenses of $1.0 million primarily as a result of a decrease in non-recurring charges incurred over the comparative period generally related to professional fees, insurance expense, prospective investment costs, and other corporate level costs.

Proceeds from Interest Rate Cap

Proceeds from interest rate cap decreased $0.3 million during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, due to a 2% higher strike rate on the interest rate cap purchased upon the February 15, 2024 expiration of the previously held interest rate cap.

Unrealized Loss on Interest Rate Cap

During the three months ended March 31, 2024, we recognized a $1.0 million unrealized loss on interest rate cap, compared to a $1.4 million unrealized loss on interest rate cap during three months ended March 31, 2023 driven by an unrealized loss of $0.9 million related to the maturity of the previously owned interest rate cap which expired on February 15, 2024, and an additional $0.1 million unrealized loss recognized on the new interest rate cap purchased. The fair value of the interest rate cap increases as interest rates increase, decreases as the interest rate cap approaches maturity, and further fluctuates following shifts in the forward curve.

(Loss) income from Equity Method Investment

During the three months ended March 31, 2024, we recognized a loss from our equity method investment of $0.1 million compared to the three months ended March 31, 2023, when we recognized income from our equity method investment of $1.6 million. The decrease is a result of the loan held by the equity method investee being placed on non-accrual status effective April 1, 2023.

Loss on Extinguishment of Debt

During the three months ended March 31, 2024, we recognized a loss on extinguishment of debt of $2.2 million, inclusive of a $1.6 million spread maintenance payment and $0.6 million of unamortized deferred financing costs, as a result of the repayment of a note payable prior to maturity which occurred simultaneously with the sale of the associated loan receivable.

Provision for Current Expected Credit Loss Reserve

During the three months ended March 31, 2024, we recorded a provision for current expected credit losses of $70.0 million, which consisted of a $22.7 million increase in our general CECL reserve and a $47.3 million increase in our specific CECL reserve prior to principal charge-offs primarily attributable to changes in the historical loss rate of the analogous dataset and changes in risk ratings and non-accrual status within our loan portfolio, offset by the seasoning of our loan portfolio and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve. During the three months ended March 31, 2023, we recorded a reversal of current expected credit losses of $3.2 million, primarily attributable to seasoning of our loan portfolio and a reduction in our loan portfolio’s total commitments.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and our secured term loan. As of March 31, 2024, we had 138,746,691 shares of our common stock outstanding, representing $2.2 billion of equity, and also had $5.5 billion of outstanding borrowings under our secured financings, our secured term loan, and our debt related to real estate owned. As of March 31, 2024, our secured financings consisted of six repurchase agreements with capacity of $5.0 billion and an outstanding balance of $3.6 billion, a term participation facility with an outstanding balance of $497.2 million, six asset-specific financings with capacity of $533.5 million and an outstanding balance of $366.2 million, and a short-term funding facility with capacity of $150.0 million and no outstanding balance. As of March 31, 2024, our secured term loan had an outstanding balance of $723.5 million and our debt related to real estate owned had an outstanding balance of $280.0 million.

Net Debt-to-Equity Ratio and Total Leverage Ratio

Net Debt-to-Equity Ratio and Total Leverage Ratio are non-GAAP measures that we use to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

44


 

Net Debt-to-Equity Ratio is calculated as the ratio of asset specific debt (repurchase agreements, term participation facility, loan participations sold, net, notes payable, net, and debt related to real estate owned, net) and secured term loan, less cash and cash equivalents to total equity.

Total Leverage Ratio is similar to Net Debt-to-Equity Ratio; however, it includes non-consolidated senior interests sold and non-consolidated senior interests held by third parties. Non-consolidated senior interests sold and non-consolidated senior interests held by third parties, as applicable, are secured by the same collateral as our loan and are structurally senior in repayment priority relative to our loan. We believe the inclusion of non-consolidated senior interests sold and non-consolidated senior interests held by third parties provides a meaningful measure of our financial leverage.

The following table presents our Net Debt-to-Equity Ratios and Total Leverage Ratios as of March 31, 2024 and December 31, 2023 ($ in thousands):

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Asset specific debt

 

$

4,738,856

 

 

$

4,964,874

 

Secured term loan, net

 

 

711,876

 

 

 

712,576

 

Total debt

 

 

5,450,732

 

 

 

5,677,450

 

Less: cash and cash equivalents

 

 

(232,514

)

 

 

(187,301

)

Net Debt

 

$

5,218,218

 

 

$

5,490,149

 

Total Equity

 

$

2,215,883

 

 

$

2,299,900

 

Net Debt-to-Equity Ratio

 

2.4x

 

 

2.4x

 

Non-consolidated senior loans

 

 

887,300

 

 

 

887,300

 

Total Leverage

 

$

6,105,518

 

 

$

6,377,449

 

Total Leverage Ratio

 

2.8x

 

 

2.8x

 

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, interest income from our loans, proceeds from loan repayments, available borrowings under our repurchase agreements based on existing collateral, identified borrowing capacity related to our notes payable and loan participations sold based on existing collateral, proceeds from the issuance of incremental secured term loan or other corporate debt issuances, and proceeds from the issuance of our common stock. As circumstances warrant, we and our subsidiaries may also issue common equity, preferred equity and/or debt, incur other debt, including term loans, or explore sales of certain of our loan receivables or real estate owned properties from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The following table sets forth, as of March 31, 2024 and December 31, 2023, our sources of available liquidity ($ in thousands):

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Cash and cash equivalents

 

$

232,514

 

 

$

187,301

 

Loan principal payments held by servicer(1)

 

 

-

 

 

 

2,200

 

Approved and undrawn credit capacity(2)

 

 

32,182

 

 

 

48,055

 

Total sources of liquidity

 

$

264,696

 

 

$

237,556

 

 

(1)
Represents loan principal payments held in lockboxes or by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle, net of the related secured debt balance if applicable.
(2)
Amounts based on existing collateral.

In April 2024, we sold a senior loan resulting in net proceeds of $32.7 million after repayment of the associated financings and transaction costs.

As of March 31, 2024, we have $418.6 million unpaid principal balance of unencumbered loans receivable held-for-investment, of which 93% are senior loans and 50%, 23%, and 19% are loans secured by for-sale-condos, office, and hospitality properties, respectively. As of March 31, 2024, our mixed-use real estate owned property and related net lease intangible assets with a carrying value of $146.3 million were pledged as collateral to our term participation facility. Effective April 2024, such pledge was released. The ability to finance certain of these unencumbered loans or our real estate owned asset is subject to one or more counterparties’ willingness to finance such loans.

To facilitate future offerings of equity, debt and other securities, we have in place an effective shelf registration statement (the “Shelf”) with the SEC. The amount of securities to be issued pursuant to this Shelf was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by this Shelf include: (i) common stock, (ii) preferred stock, (iii) debt securities, (iv) depositary shares, (v) warrants, (vi) purchase contracts, and (vii) units. The specifics of any

45


 

future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering material, at the time of any offering.

Liquidity Needs

In addition to our loan origination and acquisition activity, our primary liquidity needs include future fundings to our borrowers on our unfunded loan commitments, interest and principal payments on outstanding borrowings under our financings, operating expenses, and dividend payments to our stockholders necessary to satisfy REIT dividend requirements. Additionally, certain financial covenants in our financing agreements require us to maintain minimum levels of liquidity. We currently maintain, and seek to maintain, cash and liquidity to comply with minimum liquidity requirements under our financings, and we also maintain and seek to maintain excess cash and liquidity to, if necessary, de-lever certain of our secured financings, including our repurchase agreements. During the three months ended March 31, 2024 and during the year ended December 31, 2023, and in cooperation with our various financing counterparties, we proactively de-levered specific assets via voluntary deleveraging payments in the amount of $82.0 million and $357.0 million, respectively, and may continue to do so on an as-needed basis.

As of March 31, 2024, we had aggregate unfunded loan commitments of $890.3 million which is comprised of funding for capital expenditures and construction, leasing costs, and carry costs. The timing of these fundings will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may never become eligible to be drawn on.

We may from time to time use capital to retire, redeem, or repurchase our equity or debt securities, term loans or other debt instruments through open market purchases, privately negotiated transactions or otherwise. The execution of such repurchases, redemptions or retirements, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and/or other factors.

Contractual Obligations and Commitments

Our contractual obligations and commitments as of March 31, 2024 were as follows ($ in thousands):

 

 

 

Payment Timing

 

 

 

Total
Obligations

 

 

Less than
1 year

 

 

1 to
3 years

 

 

3 to
5 years

 

 

More than
5 years

 

Unfunded loan commitments(1)

 

$

890,342

 

 

$

547,170

 

 

$

185,980

 

 

$

157,192

 

 

$

-

 

Secured financings, term loan agreement, and debt
    related to real estate owned - principal
(2)(3)

 

 

5,468,284

 

 

 

1,855,585

 

 

 

2,446,777

 

 

 

1,165,922

 

 

 

-

 

Secured financings, term loan agreement, and debt
    related to real estate owned - interest
(2)(3)(4)

 

 

893,636

 

 

 

383,056

 

 

 

458,032

 

 

 

52,548

 

 

 

-

 

Total

 

$

7,252,262

 

 

$

2,785,811

 

 

$

3,090,789

 

 

$

1,375,662

 

 

$

 

 

(1)
The estimated allocation of our unfunded loan commitments is based on the earlier of our expected funding date and the commitment expiration date. As of March 31, 2024, we have $496.1 million of in-place financings to fund our remaining commitments, excluding $32.2 million of approved and undrawn credit capacity based on existing collateral. Amounts exclude unfunded loan commitments for loans receivable classified as held-for-sale as of March 31, 2024.
(2)
The allocation of our secured financings and secured term loan is based on the earlier of the fully extended maturity date (assuming conditions to extend are met) of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, and assumes six loans that are in maturity default that represent collateral for aggregate borrowings outstanding of $323.3 million that are in maturity default have a contractual obligation to pay in less than one year.
(3)
Assumes a loan with aggregate borrowing outstanding of $142.0 million classified as held-for-sale as of March 31, 2024
has a contractual obligation to pay in less than one year, as the loans were subsequently sold in April 2024 and the associated
borrowings were repaid in full.
(4)
Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured financing agreements and SOFR in effect as of March 31, 2024, will remain constant into the future. Actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to SOFR. Totals exclude non-consolidated senior interests.

In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may not become eligible to be drawn on. Of the $890.3 million of unfunded loan commitments for our loans receivable held-for-investment as of March 31, 2024, the following table details the portion of unfunded loan commitments and in-place financings to fund our remaining commitments for loans whereby conditions to funding are not met, including loans on non-accrual status, in maturity default, risk rated 5, and/or delinquent in accordance with our revenue recognition policy ($ in thousands):

46


 

 

 

 

Unfunded Loan Commitments

 

 

In-place Financing Commitments

 

 

Net Loan Commitment

 

Gross total commitment

 

$

890,342

 

 

$

496,090

 

 

$

394,252

 

Non-accrual, maturity default, risk rated 5
    and/or delinquent loans

 

 

(115,450

)

 

 

(42,694

)

 

 

(72,756

)

Net loan commitment

 

$

774,892

 

 

$

453,396

 

 

$

321,496

 

 

Subject to borrowers meeting future funding conditions provided for in our loan agreements, we expect to fund our $321.5 million of net loan commitments over the remaining maximum term of the related loans, which have a weighted average future funding period of 2.7 years.

We are required to pay our Manager, in cash, a base management fee and incentive fees (to the extent earned) on a quarterly basis in arrears. The tables above do not include the amounts payable to our Manager under the Management Agreement as they are not fixed and determinable.

Loan Maturities

The following table summarizes the future scheduled repayments of principal for loans receivable held-for-investment as of March 31, 2024 ($ in thousands):

 

 

 

Initial Maturity

 

 

Fully Extended Maturity

 

Year

 

Unpaid
Principal
Balance
(1)

 

 

Loan
Commitment
(1)

 

 

Unpaid
Principal
Balance
(1)

 

 

Loan
Commitment
(1)

 

2024 (2)

 

$

2,603,540

 

 

$

2,778,888

 

 

$

605,388

 

 

$

643,720

 

2025

 

 

2,228,360

 

 

 

2,539,157

 

 

 

653,735

 

 

 

676,246

 

2026

 

 

1,409,681

 

 

 

1,813,878

 

 

 

1,857,631

 

 

 

2,200,019

 

2027

 

 

125,000

 

 

 

125,000

 

 

 

2,668,791

 

 

 

3,148,879

 

2028

 

 

-

 

 

 

-

 

 

 

361,059

 

 

 

361,059

 

Thereafter

 

 

-

 

 

 

-

 

 

 

219,977

 

 

 

227,000

 

Total

 

$

6,366,581

 

 

$

7,256,923

 

 

$

6,366,581

 

 

$

7,256,923

 

 

(1)
Excludes $459.1 million in unpaid principal balance of loans that are in maturity default with no available extension options and amounts related to loans classified as held-for-sale as of March 31, 2024.
(2)
Represents maturities for the remaining nine months of 2024.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the three months ended March 31, 2024 and 2023, respectively ($ in thousands):

 

 

 

Three Months Ended

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Net cash flows provided by operating activities

 

$

21,488

 

 

$

19,507

 

Net cash flows provided by (used in) investing activities

 

 

286,610

 

 

 

(97,625

)

Net cash flows (used in) provided by financing activities

 

 

(271,217

)

 

 

196,060

 

Net increase in cash, cash equivalents, and restricted cash

 

$

36,881

 

 

$

117,942

 

 

We experienced a net increase in cash, cash equivalents, and restricted cash of $36.9 million during the three months ended March 31, 2024, compared to a net increase of $117.9 million during the three months ended March 31, 2023.

During the three months ended March 31, 2024, we received $155.8 million from loan repayments, received $261.7 million of loan sale proceeds, and received $149.5 million of proceeds from borrowings under our financing arrangements, net of payments for deferred financing costs. We made $131.9 million of advances on existing loans, made repayments on financings arrangements of $384.9 million (inclusive of $82.0 million of voluntary deleveraging repayments), and made dividend payments of $35.3 million.

47


 

Income Taxes

We have elected and believe we have qualified to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2015. We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, to maintain our REIT status. To the extent that we satisfy this distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay (or are treated as paying) out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. Our real estate owned hotel portfolio is held in a TRS. Our TRS is not consolidated for U.S. federal income tax purposes and is taxed separately as a corporation. For financial reporting purposes, a provision or benefit for current and deferred taxes is established for the portion of earnings or expense recognized by us with respect to our TRS.

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our REIT taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of March 31, 2024, we were in compliance with all REIT requirements.

Refer to Note 13 to our consolidated financial statements for additional information about our income taxes.

Off-Balance Sheet Arrangements

As of March 31, 2024, we had no off-balance sheet arrangements aside from those discussed in Note 3 - Loan Portfolio, Note 4 - Equity Method Investment, and Note 14 - Commitments and Contingencies.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our Manager to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. We believe that all of the decisions and estimates are reasonable, based upon the information available to us. We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements. The assumptions within our accounting policies may vary from quarter to quarter as our portfolio changes and market and economic conditions evolve.

Refer to Note 2 to our consolidated financial statements for a description of our significant accounting policies.

Current Expected Credit Losses

The CECL reserve required under ASU 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326)” (“ASU 2016-13”), reflects our current estimate of potential credit losses related to our loan portfolio. Changes to the CECL reserve are recognized through a provision for or reversal of current expected credit loss reserve on our consolidated statements of operations. ASU 2016-13 specifies the reserve should be based on relevant information about past events, including historical loss experience, current loan portfolio, market conditions and reasonable and supportable macroeconomic forecasts for the duration of each loan.

For our loan portfolio, we perform a quantitative assessment of the impact of CECL using the Weighted Average Remaining Maturity, or WARM, method. The application of the WARM method to estimate a general CECL reserve requires judgment, including the appropriate historical loan loss reference data, the expected timing and amount of future loan fundings and repayments, the current credit quality of our portfolio, and our expectations of performance and market conditions over the relevant time period.

The WARM method requires us to reference historical loan loss data from a comparable data set and apply such loss rate to each of our loans over their expected remaining term, taking into consideration expected economic conditions over the forecasted timeframe. Our general CECL reserve reflects our forecast of the current and future macroeconomic conditions that may impact the performance of the commercial real estate assets securing our loans and the borrower’s ultimate ability to repay. These estimates include unemployment rates, price indices for commercial properties, and market liquidity, all of which may influence the likelihood and magnitude of potential credit losses for our loans during their expected remaining term. Additionally, further adjustments may be made based upon loan positions senior to ours, the risk rating of a loan, whether a loan is a construction loan, whether the loan’s initial maturity is near-term, or the economic conditions specific to the property type of a loan’s underlying collateral.

48


 

To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage-backed securities database licensed by a third party, Trepp, LLC, which contains historical loss data from January 1, 1999 through March 31, 2024. We believe this CMBS data is the most relevant, available, and comparable dataset to our portfolio.

When evaluating the current and future macroeconomic environment, we consider the aforementioned macroeconomic factors. Historical data for each metric is compared to historical commercial real estate credit losses in order to determine the relationship between the two variables. We use projections of each macroeconomic factor, obtained from a third party, to approximate the impact the macroeconomic outlook may have on our loss rate. Selections of these economic forecasts require judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately subjective and uncertain, and the actual economic conditions could vary significantly from the estimates we made. Following a reasonable and supportable forecast period, we use a straight-line method of reverting to the historical loss rate. Additionally, we assess the obligation to extend credit through our unfunded loan commitments through their expected remaining term, adjusted for projected fundings from interest reserves, if applicable, which is considered in the estimate of the general CECL reserve. For both the funded and unfunded portions of our loans, we consider our internal risk rating of each loan as the primary credit quality indicator underlying our assessment.

In certain circumstances we may determine that a loan is no longer suited for the WARM method due to its unique risk characteristics or where we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent. We may instead elect to employ different methods to estimate credit losses that also conform to ASU 2016-13 and related guidance.

For such loan we would separately measure the specific reserve for each loan by using the estimated fair value of the loan’s collateral. If the estimated fair value of the loan’s collateral is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve. Specific reserves are equal to the excess of a loan’s carrying value to the estimated fair value of the collateral, less estimated costs to sell, if recovery of our investment is expected from the sale of the collateral and such costs will reduce amounts recoverable by us.

We evaluate the credit quality of each of our loans receivable on an individual basis and assigns a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include, but are not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type and other more subjective variables that include, but is not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions and sponsor’s financial stability. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary.

Significant judgment is required in determining impairment and in estimating the resulting credit loss reserve, and actual losses, if any, could materially differ from those estimates.

Real Estate Owned

We may assume legal title and/or physical possession of the underlying collateral property of a defaulted loan through foreclosure, a deed-in-lieu of foreclosure, or an assignment-in-lieu of foreclosure.

We account for acquisitions of real estate, including foreclosures, deed-in-lieu of foreclosures, or assignment-in-lieu of foreclosures, in accordance with ASC 805, Business Combinations, which first requires that we determine if the real estate investment is the acquisition of an asset or a business combination. Under this model, we identify and determine the estimated fair value of any assets acquired and liabilities assumed. This generally results in the allocation of the purchase price to the assets acquired and liabilities assumed based on the relative estimated fair values of each respective asset and liability. Debt related to real estate owned is initially recorded at its estimated fair value at the time of foreclosure, deed-in-lieu of foreclosure, or assignment-in-lieu of foreclosure.

Assets acquired and liabilities assumed generally include land, building, building improvements, tenant improvements, furniture, fixtures and equipment, mortgages payable, and identified intangible assets and liabilities, which generally consist of above or below market lease values, in-place lease values, and other lease-related values. In estimating fair values for allocating the purchase price of our real estate owned, we may utilize various methods, including a market approach, which considers recent sales of similar properties, adjusted for differences in location and state of the physical asset, or a replacement cost approach, which considers the composition of physical assets acquired, adjusted based on industry standard information and the remaining useful life of the acquired property. In estimating fair values of intangible assets acquired or liabilities assumed, we consider the estimated cost of leasing our real estate owned assuming the property was vacant, the value of the current lease agreements relative to market-rate leases, and the estimation of total lease-up time including lost rents.

49


 

Real estate assets are evaluated for indicators of impairment on a quarterly basis. Factors that we may consider in our impairment analysis include, among others: (1) significant underperformance relative to historical or anticipated operating results; (2) significant negative industry or economic trends; (3) costs necessary to extend the life or improve the real estate asset; (4) significant increase in competition; and (5) ability to hold and dispose of the real estate asset in the ordinary course of business. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows expected to be generated by the real estate asset over the estimated remaining holding period is less than the carrying amount of such real estate asset. Cash flows include operating cash flows and anticipated capital proceeds generated by the sale of the real estate asset. If the sum of such estimated undiscounted cash flows is less than the carrying amount of the real estate asset, an impairment charge is recorded equal to the excess of the carrying value of the real estate asset over its estimated fair value.

When determining the estimated fair value of a real estate asset, we make certain assumptions including consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.

There were no impairments of our real estate owned assets through March 31, 2024.

50


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

In early 2022, the U.S. Federal Reserve began a campaign to combat inflation by increasing interest rates. By the end of 2023, the U.S. Federal Reserve had raised interest rates by a total of 5.25%. While there still remains a risk that the U.S. Federal Reserve will continue to increase interest rates if inflation persists or accelerates, we believe that the recent moderation in inflationary pressures have reduced likelihood of such increases. Through recent public statements, the U.S. Federal Reserve has indicated that if inflation continues to moderate, it will consider cutting interest rates. Benchmark rates have risen 5.25% since 2022 and remain high relative to recent historical trends. Higher benchmark interest rates imposed by the U.S. Federal Reserve may continue to increase our interest expense, negatively impact the ability of our borrowers to service their debt, and reduce the value of the CRE collateral underlying our loans.

Rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income.

The following table illustrates as of March 31, 2024 the impact on our interest income and interest expense for the twelve-month period following March 31, 2024 assuming a decrease in SOFR of 50 and 100 basis points and an increase in SOFR of 50 and 100 basis points in the applicable interest rate benchmark (based on SOFR of 5.33% as of March 31, 2024) ($ in thousands, except per share data):

 

Net Floating

 

 

 

 

Decrease

 

 

Increase

 

Rate Exposure(1)

 

 

Change in

 

100 Basis Points

 

 

50 Basis Points

 

 

50 Basis Points

 

 

100 Basis Points

 

$

1,361,523

 

 

Net interest income

 

$

(7,669

)

 

$

(4,295

)

 

$

4,774

 

 

$

9,548

 

 

 

 

Net interest income per share

 

$

(0.05

)

 

$

(0.03

)

 

$

0.03

 

 

$

0.07

 

(1)
Excludes $74.0 million of net floating rate exposure related to a loan receivable with an unpaid principal balance of $216.0 million which is classified as held-for-sale as of March 31, 2024 and associated financing of $142.0 million.

Risks related to fluctuations in cash flows and asset values associated with movements in interest rates may also contribute to the risk of nonperformance on floating rate assets. In the case of a significant increase in interest rates, the cash flows of the collateral real estate assets to our loans may be insufficient to pay debt service due, which may contribute to nonperformance of, or in severe cases default on, our loans. We seek to manage this risk by, among other things, generally requiring our borrowers to acquire interest rate caps from an unaffiliated third-party.

Credit Risk

Our loans and other investments are also subject to credit risk, including the risk of default. In particular, changes in general economic conditions, including interest rates, will affect the creditworthiness of borrowers and/or the value of underlying real estate collateral relating to our investments. By its very nature, our investment strategy emphasizes prudent risk management and capital preservation by primarily originating senior loans utilizing underwriting techniques requiring relatively conservative loan-to-value ratio levels to insulate us from credit losses absent a significant diminution in collateral value. In addition, we seek to manage credit risk by performing extensive due diligence on our collateral, borrower and guarantors, as applicable, evaluating, among other things, title, environmental and physical condition of collateral, comparable sales and leasing analysis of similar collateral, the quality of and alternative uses for the real estate collateral being underwritten, submarket trends, our borrower’s track record and the reasonableness of the borrower’s projections prior to originating a loan. Subsequent to origination, we also manage credit risk by proactively monitoring our investments and, whenever possible, limiting our own leverage to partial recourse or non-recourse, match-funding financing. Notwithstanding these efforts, there can be no assurance that we will be able to avoid losses in all circumstances. The performance and value of our loans and investments depend upon the borrower’s ability to improve and operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our Sponsor’s asset management team monitors the performance of our loan portfolio and our Sponsor’s asset management and origination teams maintain regular contact with borrowers, co-lenders and local market experts to monitor the performance of the underlying loan collateral, anticipate borrower, property and market issues and, to the extent necessary or appropriate, enforce our rights as the lender.

In addition, we are exposed to the risks generally associated with the CRE market, including variances in occupancy rates, capitalization rates, absorption rates and other macroeconomic factors (including interest rates) beyond our control. We seek to manage these risks through our underwriting, loan structuring, financing structuring, and asset management processes.

In the event that we are forced to foreclose, our broader Sponsor platform includes professionals experienced in CRE development, ownership, property management, and asset management which enables us to execute the workout of a troubled loan and protect investors’ capital in a way that we believe many non-traditional lenders cannot.

51


 

Capital Markets Risks

We are exposed to risks related to the equity and debt capital markets which impact our related ability to raise capital through the issuance of our common stock or other debt or equity-related instruments. As a REIT, we are required to distribute a significant portion of our REIT taxable income annually, which constrains our ability to retain and accumulate operating earnings and therefore requires us to utilize debt or equity capital to finance the growth of our business. We seek to mitigate these risks by constantly monitoring the debt and equity capital markets, the maturity profile of our in-place loan portfolio and financings, and future funding requirements on our loan portfolio to inform our decisions on the amount, timing, and terms of any capital we may raise.

Each of our repurchase agreements contain “margin maintenance” provisions, which allow the lender to require the delivery of cash or other assets to reduce the financing amount against loans that have been deemed to have experienced a diminution in value. A substantial deterioration in the commercial real estate capital markets may negatively impact the value of assets financed with lenders that have margin maintenance provisions in their facilities. Certain of our repurchase agreements permit valuation adjustments solely as a result of collateral-specific credit events, while other repurchase agreements contain provisions also allowing our lenders to make margin calls upon the occurrence of adverse changes in the capital markets or as a result of interest rate or spread fluctuations, subject to minimum thresholds, among other factors. As of March 31, 2024, we have not received any margin calls under any of our repurchase agreements.

During 2023, there was significant volatility in the banking sector resulting from several regional bank failures. Substantially, all of our cash and cash equivalents currently on deposit with major financial institutions exceed insured limits. Such deposits are redeemable upon demand and are maintained with financial institutions with strong credit profiles and we therefore believe bear minimal risk. Further, we do not and have not had any financing relationships with any of the banks that have recently failed, and thus none of our future fundings are subject to the risk that one of the failed banks will not fund.

Financing Risk

We finance our business through a variety of means, including the syndication of non-consolidated senior interests, notes payable, borrowings under our repurchase and participation facilities, the syndication of pari passu portions of our loans, the syndication of senior participations in our originated senior loans, and our secured term loan. Over time, as market conditions change, we may use other forms of financing in addition to these methods of financing. Weakness or volatility in the debt capital markets, the CRE and mortgage markets, changes in regulatory requirements, geopolitical volatility, and recent rapid increase in interest rates and the resulting market disruptions therefrom could adversely affect one or more of our lenders or potential lenders and could cause one or more of our lenders or potential lenders to be unwilling or unable to provide us with financing, increase the costs of or reduce the advance rate on existing financing or otherwise offer unattractive terms for that financing. In addition, we may seek to finance our business through the issuance of our common stock or other equity or equity-related instruments, though there is no assurance that such financing will be available on a timely basis with attractive terms, or at all.

Counterparty Risk

The nature of our business requires us to hold cash and cash equivalents with various financial institutions, as well as obtain financing from various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.

Our relationships with our lenders subject us to counterparty risks including the risk that a counterparty is unable to fund undrawn credit capacity, particularly if such counterparty enters bankruptcy, among other detrimental effects. We seek to manage this risk by diversifying our financing sources across counterparties and financing types and generally obtaining financing from high credit quality institutions.

The nature of our loans and other investments also exposes us to the risk that our borrowers are unable to execute their business plans, and as a result do not make required interest and principal payments on scheduled due dates, as well as the impact of our borrowers’ tenants not making scheduled rent payments when contractually due. We seek to manage this risk through a comprehensive credit analysis prior to making an investment and rigorous monitoring of our borrowers’ progress in executing their business plans as well as market conditions that may affect the underlying collateral, through our asset management process. Each loan is structured with various lender protections that are designed to discourage and deter fraudulent behavior and other bad acts by borrowers, as well as require borrowers to adhere to their stated business plans while the loan is outstanding. Such protections may include, without limitation: cash management accounts, “bad boy” carveout guarantees, completion guarantees, guarantor minimum net worth and liquidity requirements, partial or full recourse to sponsors and/or guarantors, approval rights over major decisions, and performance tests throughout the loan term.

52


 

Prepayment Risk

Prepayment risk is the risk that principal will be repaid prior to initial maturity, which may require us to identify new investment opportunities to deploy such capital at a similar rate of return in order to avoid an overall reduction in our net interest income. We may structure our loans with spread maintenance, minimum multiples and make-whole provisions to protect against early repayment. Typically, investments are structured with the equivalent of 12 to 24 months’ spread maintenance or a minimum level of income that an investment is contractually obligated to return. In general, an increase in prepayment rates accelerates the accretion of deferred income, including origination fees and exit fees, which increases interest income earned on the asset during the period of repayment. Conversely, if capital that is repaid is not subsequently redeployed into investment opportunities generating a similar return, future periods may experience reduced net interest income.

Repayment / Extension Risk

Loans are generally expected to be repaid at maturity, unless the borrower repays early or meets contractual conditions to qualify for a maturity extension. The granting of these extensions may cause a loan’s term to extend beyond the term of its related secured financing. Higher interest rates recently imposed by the U.S. Federal Reserve may lead to an increase in the number of our borrowers who exercise or request additional extension options, or who may become unwilling or unable to make contractual payments when due. Some of our borrowers may experience delays in the execution of their business plans or changes in market conditions which may impact the performance of the underlying collateral asset, borrower, or sponsor. Accordingly, this may result in the borrower not meeting certain extension conditions such as minimum debt yield, maximum LTV, and/or the ability of the borrower to purchase replacement interest rate caps. Higher interest rates may also increase the number of our borrowers who may default because, among other things, they may not be able to find replacement financing for our loan. Furthermore, there may be certain instances where, for loans which have been modified, we may not be able to maintain the associated financing on its existing terms. This could have a negative impact on our results of operations, and in some situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.

Currency Risk

To date, we have made no loans and hold no assets or liabilities denominated or payable in foreign currencies, although we may do so in the future.

We may in the future hold assets denominated or payable in foreign currencies, which would expose us to foreign currency risk. As a result, a change in foreign currency exchange rates may have a positive or an adverse impact on the valuation of our assets, as well as our income and dividends. Any such changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of our REIT tests and may affect the amounts available for payment of dividends to our stockholders.

Although not required, if applicable, we may hedge any currency exposures. However, such currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments and/or unequal, inaccurate or unavailability of hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

Real Estate Risk

The market values of loans secured directly or indirectly by CRE assets are subject to volatility and may be adversely affected by a number of factors, including the interest rate environment; persistent inflation; increases in remote work trends; natural disasters or pandemics; national, regional, local and foreign economic conditions (which may be adversely affected by industry slowdowns and other factors); changes in social conditions; regional or local real estate conditions; geopolitical volatility, changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; changes to building or similar codes and government regulatory requirements (such as rent control and zoning laws); and changes in real property tax rates. In addition, decreases in property values reduce the value of the loan collateral and the potential proceeds available and to a borrower to repay the underlying loans, which could also cause us to suffer losses. We may realize losses related to foreclosures or to the restructuring of the loans in our investment portfolio on terms that may be more favorable to borrowers than those underwritten at origination. We seek to manage these risks through our underwriting, loan structuring, financing structuring and asset management processes.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted with the SEC is recorded, processed, summarized and reported within the time periods

53


 

specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934) during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of March 31, 2024, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2024.

54


 

PART II—OTHER INFORMATION

From time to time, we and our Manager are or may become party to legal proceedings, which arise in the ordinary course of our respective businesses. Neither we nor our Manager is currently subject to any legal proceedings that we or our Manager consider reasonably likely to have a material impact on our respective financial conditions. Refer to Note 14 to our consolidated financial statements for information on our commitments and contingencies.

Item 1A. Risk Factors.

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in the Prospectus. There have been no material changes to our principal risks that we believe are material to our business, results of operations, and financial condition from the risk factors disclosed in our Annual Report file on Form 10-K, which is accessible on the SEC’s website at www.sec.gov.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a)
None.
(b)
None.
(c)
During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.

55


 

Item 6. Exhibits.

 

Exhibit

Number

Description

3.1

 

Articles of Amendment and Restatement of Claros Mortgage Trust, Inc. (incorporated by referenced to Exhibit 3.1 to the Current Report on Form 8-K, dated November 5, 2021, filed by the Company, Commission File No. 001-40993)

 

 

 

3.2

 

Amended and Restated Bylaws of Claros Mortgage Trust, Inc. (incorporated by referenced to Exhibit 3.2 to the Current Report on Form 8-K, dated November 5, 2021, filed by the Company, Commission File No. 001-40993)

 

 

 

10.1

 

Amendment No. 2 to Guarantee Agreement made by Claros Mortgage Trust, Inc. in favor of Wells Fargo Bank, National Association, dated as of January 19, 2024 (incorporated by reference to Exhibit 10.65 to the Annual Report on Form 10-K, dated February 20, 2024, filed by the Company, Commission File No. 001-40993)

 

 

 

10.2*

 

Amendment No. 3 to Guarantee Agreement, dated as of January 1, 2024, made by and between Claros Mortgage Trust, Inc. and JPMorgan Chase Bank, National Association

 

 

 

10.3*

 

Claros Mortgage Trust, Inc, Amended Non-Employee Director Compensation Program

 

 

 

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

*

 

Filed herewith

 

56


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Claros Mortgage Trust, Inc.

Date: May 6, 2024

By:

/s/ Richard J. Mack

Richard J. Mack

Chief Executive Officer and Chairman

(Principal Executive Officer)

 

Date: May 6, 2024

By:

/s/ J. Michael McGillis

J. Michael McGillis

Chief Financial Officer, President and Director

(Principal Financial and Accounting Officer)

 

57