You should read the following discussion of our results of operations and financial condition in conjunction with our financial statements and related notes, "Risk Factors" and "Business" included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections of this Annual Report on Form 10-K entitled "Risk Factors" and "Forward-Looking Statements."
Introduction
We are a commercial real estate ("CRE") credit real estate investment trust
("REIT") focused on originating, acquiring, financing and managing a diversified
portfolio consisting primarily of CRE debt investments and net leased properties
predominantly in the United States . CRE debt investments primarily consist of
first mortgage loans, which is our primary investment strategy. Additionally, we
may also selectively originate mezzanine loans and preferred equity investments,
which may include profit participations. The mezzanine loans and preferred
equity investments may be in conjunction with our origination of corresponding
first mortgages on the same properties. Net leased properties consist of CRE
properties with long-term leases to tenants on a net-lease basis, where such
tenants generally will be responsible for property operating expenses such as
insurance, utilities, maintenance capital expenditures and real estate taxes. We
continue to target net leased equity investments on a selective basis.
We were organized in the state of Maryland on August 23, 2017 and maintain key
offices in New York, New York and Los Angeles, California . We elected to be
taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning
with our taxable year ended December 31, 2018 . We conduct all our activities and
hold substantially all our assets and liabilities through our operating
subsidiary, BrightSpire Capital Operating Company, LLC . At March 31, 2022 , we
owned 97.7% of the OP, as its sole managing member. The remaining 2.3% was owned
as noncontrolling interest. During the three months ended June 30, 2022 , we
redeemed the 2.3% outstanding membership units in the OP for $25.4 million .
Following this redemption, there were no noncontrolling interests in the OP.
Our Business Segments
We present our business as one portfolio. We conduct our operations through the
following business segments:
•Senior and Mezzanine Loans and Preferred Equity-CRE debt investments including
senior loans, mezzanine loans, and preferred equity interests as well as
participations in such loans. Prior to 2022, the segment also included
acquisition, development and construction ("ADC") arrangements accounted for as
equity method investments.
•Net Leased and Other Real Estate -direct investments in commercial real estate
with long-term leases to tenants on a net lease basis, where such tenants
generally will be responsible for property operating expenses such as insurance,
utilities, maintenance, capital expenditures and real estate taxes. It also
includes other real estate, currently consisting of three investments with
direct ownership in commercial real estate, with an emphasis on properties with
stable cash flow.
•CRE Debt Securities- securities investments previously consisting of BBB and
some BB rated CMBS (including Non-Investment Grade "B-pieces" of a CMBS
securitization pool). It currently only includes two sub-portfolios of private
equity funds.
•Corporate-includes corporate-level asset management and other fees including
expenses related to our secured revolving credit facility (the "Bank Credit
Facility"), compensation and benefits and restructuring charges.
Significant Developments
During the year ended
significant developments affecting our business and results of operations of our
portfolio included the following:
Capital Resources
•As of the date of this report, we have approximately$449 million of liquidity, consisting of$284 million cash on hand and$165 million available on our Bank Credit Facility; •Declared total quarterly dividends of$0.79 per share during the year endedDecember 31, 2022 ; •Repurchased 3.1 million and 2.2 million shares, respectively, of operating partnership units and of our Class A common stock at a weighted average price of$8.31 for an aggregate cost of$43.7 million ; 43 -------------------------------------------------------------------------------- Table of Contents •Amended our Bank Credit Facility to reduce the aggregate amount of lender commitments from$300 million to$165 million ; and •Extended and amended our five Master Repurchase Facilities (See "Liquidity and Capital Resources" for more information).
Our Portfolio
•Generated GAAP net income of$45.8 million , or$0.35 per basic share and$0.34 per diluted share, Distributable Earnings of$69.7 million , or$0.53 per share and Adjusted Distributable Earnings of$127.5 million , or$0.98 per share for the year endedDecember 31, 2022 ; •For the year endedDecember 31, 2022 , we: •Originated 28 senior loans with a total commitment of$958.6 million . The average initial funded amount was$30.0 million and had a weighted average spread of SOFR plus 3.63%; •Originated one mezzanine loan with a total commitment of$28.2 million , initial funded amount of$7.4 million and a fixed rate of 12.00%. Additionally, we funded one preferred equity investment with a total commitment and initial funding of$22.4 million . The preferred equity investment has a fixed rate of 12.00%; •Received loan repayment proceeds of$897.4 million from 30 loans; •Sold a net lease property and hotel property for a gross sales price of$19.6 million and$36.0 million , respectively, generating net proceeds of$10.7 million and recognizing realized gains of$10.0 million from the combined sales; •Sold one preferred equity investment with a gross sales price of$38.1 million and recognized a realized gain of$21.9 million ; •Sold our retained investments in the subordinate tranches of one securitization trust for$36.9 million in total proceeds and deconsolidated the securitization trust with gross assets and liabilities of$682.8 million and$646.6 million , respectively. In connection with the sale, we recognized a realized gain of$1.4 million ; •Recorded specific current expected credit loss ("CECL") reserves of$57.2 million related to twoLong Island City, New York Office senior loans, one of which was placed on nonaccrual status as ofSeptember 9, 2022 ; (refer to "Our Portfolio" section for further discussion); and •Subsequent toDecember 31, 2022 , we received loan repayment proceeds of$68.6 million from three loans.
Trends Affecting Our Business
Global Markets
The global markets in 2022 were characterized by volatility, driven by a tightening of monetary policy and geopolitical uncertainty, coupled with the ongoing impacts of COVID-19. In response to heightened inflation, theFederal Reserve continues to raise interest rates, which has tempered the loan financing market and created further uncertainty for the economy and for our borrowers and tenants. These current macroeconomic conditions may continue or intensify. This may causethe United States economy or other global economies to experience an economic slowdown or recession. While we monitor macroeconomic conditions closely, we believe there are too many uncertainties to predict and quantify the full impact that these factors may have on our business.
Office Property Market
The market for office properties was particularly negatively impacted by the
ongoing impact of COVID-19 and remains distressed, with increases in vacancy as
newly developed or renovated properties become available for leasing and high
overall vacancy rates due to the normalization of work from home and the hybrid
attendance model. As a result of fewer employees commuting to their offices,
businesses are re-evaluating their need for physical office space. To the extent
certain borrowers are experiencing significant financial dislocation as a result
of economic conditions, we have and may continue to consider the use of interest
and other reserves and/or replenishment obligations of the borrower and/or
guarantors to meet current interest payment obligations, for a limited period.
Given the uncertainty in the office market, there is risk of future valuation
impairment or investment loss on our loans secured by office properties.
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Factors Impacting Our Operating Results
Our results of operations are affected by a number of factors and depend
primarily on, among other things, the ability of the borrowers of our assets to
service our debt as it is due and payable, the ability of our tenants to pay
rent and other amounts due under their leases, our ability to actively and
effectively service any sub-performing and non-performing loans and other assets
we may have from time to time in our portfolio, the market value of our assets
and the supply of, and demand for, CRE senior loans, mezzanine loans, preferred
equity, debt securities, net leased properties and our other assets, and the
level of our net operating income ("NOI"). Our net interest income, which
includes the amortization of purchase premiums and the accretion of purchase
discounts, varies primarily as a result of changes in market interest rates,
prepayment rates on our CRE loans, prepayment speeds and the ability of our
borrowers to make scheduled interest payments. Interest rates and prepayment
rates vary according to the type of investment, conditions in the financial
markets, creditworthiness of our borrowers, competition and other factors, none
of which can be predicted with any certainty. Our net property operating income
depends on our ability to maintain the historical occupancy rates of our real
estate equity investments, lease currently available space and continue to
attract new tenants.
Changes in fair value of our assets
We consider and treat our assets as long-term investments. As a result, we do not expect that changes in market value will impact our operating results. However, at least on a quarterly basis, we assess both our ability and intent to hold such assets for the long-term. As part of this process, we monitor our assets for impairment. A change in our ability and/or intent to continue to hold any of our assets may result in our recognizing an impairment charge or realizing losses upon the sale of such investments.
Changes in market interest rates
With respect to our proposed business operations, increases in interest rates,
in general, may over time cause:
•the value of our fixed-rate investments to decrease;
•prepayments on certain assets in our portfolio to slow, thereby slowing the
amortization of our purchase premiums and the accretion of our purchase
discounts;
•coupons on our floating and adjustable-rate mortgage loans to reset, although
on a delayed basis, to higher interest rates;
•interest rate caps required by our borrowers to increase in cost;
•to the extent we use leverage to finance our assets, the interest expense
associated with our borrowings to increase; and
•to the extent we enter into interest rate swap agreements as part of our
hedging strategy, the value of these agreements to increase.
Conversely, decreases in interest rates, in general, may over time cause:
•the value of the fixed-rate assets in our portfolio to increase;
•prepayments on certain assets in our portfolio to increase, thereby
accelerating the amortization of our purchase premiums and the accretion of our
purchase discounts;
•to the extent we enter into interest rate swap agreements as part of our
hedging strategy, the value of these agreements to decrease;
•coupons on our floating and adjustable-rate mortgage loans to reset, although
on a delayed basis, to lower interest rates; and
•to the extent we use leverage to finance our assets, the interest expense
associated with our borrowings to decrease.
Credit risk
We are subject to varying degrees of credit risk in connection with our target assets. We seek to mitigate this risk by seeking to acquire high quality assets, at appropriate prices given anticipated and unanticipated losses and by employing a comprehensive review and asset selection process and by careful ongoing monitoring of acquired assets. Nevertheless, unanticipated credit losses could occur, which could adversely impact our operating results.
Size of investment portfolio
The size of our portfolio, as measured by the aggregate principal balance of our
commercial mortgage loans, other commercial real estate-related debt investments
and the other assets we own, is also a key revenue driver. Generally, as the
size of our
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portfolio grows, the amount of interest income we earn increases. However, a larger portfolio may result in increased expenses to the extent that we incur additional interest expense to finance our assets.
Our Portfolio
As ofDecember 31, 2022 , our portfolio consisted of 114 investments representing approximately$4.3 billion in carrying value (based on our share of ownership and excluding cash, cash equivalents and certain other assets). Our senior and mezzanine loans and preferred equity consisted of 103 senior loans, mezzanine and preferred loans and had a weighted average cash coupon of 3.8% and a weighted average all-in unlevered yield of 8.5%. Our net leased and other real estate consisted of approximately 6.4 million total square feet of space and total year to date 2022 NOI of that portfolio was approximately$65.3 million . Refer to "Non-GAAP Supplemental Financial Measures" below for further information on NOI.
As of
(dollars in thousands):
Carrying value Net carrying
Carrying value (at BRSP Net carrying value value (at BRSP
Count(1) (Consolidated) share)(2) (Consolidated)(3) share)(4)
Our Portfolio
Senior loans 96 $ 3,382,540 $ 3,382,540 $ 841,975 $ 841,975
Mezzanine loans(5) 6 112,786 112,786 112,786 112,786
Preferred equity 1 22,497 22,497 22,497 22,497
Subtotal 103 3,517,823 3,517,823 977,258 977,258
Net leased real estate 8 607,672 607,672 153,043 153,043
Other real estate 2 173,937 160,729 (151) (403)
Private equity interests 1 3,035 3,035 3,035
3,035
Total/Weighted average Our Portfolio 114 $
4,302,467
________________________________________
(1)Count for net leased real estate and other real estate represents number of investments. (2)Carrying value at our share represents the proportionate carrying value based on ownership by asset as ofDecember 31, 2022 . (3)Net carrying value represents carrying value less any associated financing as ofDecember 31, 2022 . (4)Net carrying value at our share represents the proportionate carrying value based on asset ownership less any associated financing based on ownership as ofDecember 31, 2022 . (5)Mezzanine loans include one investment in an unconsolidated venture whose underlying interest is in a loan.
Underwriting Process
We use an investment and underwriting process that has been developed by our senior management team leveraging their extensive commercial real estate expertise over many years and real estate cycles. The underwriting process focuses on some or all of the following factors designed to ensure each investment is evaluated appropriately: (i) macroeconomic conditions that may influence operating performance; (ii) fundamental analysis of underlying real estate, including tenant rosters, lease terms, zoning, necessary licensing, operating costs and the asset's overall competitive position in its market; (iii) real estate market factors that may influence the economic performance of the investment, including leasing conditions and overall competition; (iv) the operating expertise and financial strength and reputation of a tenant, operator, partner or borrower; (v) the cash flow in place and projected to be in place over the term of the investment and potential return; (vi) the appropriateness of the business plan and estimated costs associated with tenant buildout, repositioning or capital improvements; (vii) an internal and third-party valuation of a property, investment basis relative to the competitive set and the ability to liquidate an investment through a sale or refinancing; (viii) review of third-party reports including appraisals, engineering and environmental reports; (ix) physical inspections of properties and markets; (x) the overall legal structure of the investment, contractual implications and the lenders' rights; and (xi) the tax and accounting impact.
Loan Risk Rankings
In addition to reviewing loans held for investment for impairment quarterly, we
evaluate loans held for investment to determine if a current expected credit
losses reserve should be established. In conjunction with this review, we assess
the risk factors of each senior and mezzanine loans and preferred equity and
assign a risk ranking based on a variety of factors, including, without
limitation, underlying real estate performance and asset value, values of
comparable properties, durability and quality of property cash flows, sponsor
experience and financial wherewithal, and the existence of a risk-mitigating
loan structure. Additional key considerations include loan-to-value ratios, debt
service coverage ratios, loan structure, real estate and credit market dynamics,
and risk of default or principal loss. Based on a five-point scale, our loans
held for investment are rated "1" through "5," from less risk to greater risk.
At the time of origination or purchase, loans held for investment are ranked as
a "3" and will move accordingly going forward based on the ratings which are
defined as follows:
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-------------------------------------------------------------------------------- Table of Contents 1.Very Low Risk-The loan is performing as agreed. The underlying property performance has exceeded underwritten expectations with very strong NOI, debt service coverage ratio, debt yield and occupancy metrics. Sponsor is investment grade, very well capitalized, and employs a very experienced management team. 2.Low Risk-The loan is performing as agreed. The underlying property performance has met or exceeds underwritten expectations with high occupancy at market rents, resulting in consistent cash flow to service the debt. Strong sponsor that is well capitalized with an experienced management team. 3.Average Risk-The loan is performing as agreed. The underlying property performance is consistent with underwriting expectations. The property generates adequate cash flow to service the debt, and/or there is enough reserve or loan structure to provide time for sponsor to execute the business plan. Sponsor has routinely met its obligations and has experience owning/operating similar real estate.
4.High Risk/Delinquent/Potential for Loss-The loan is in excess of 30 days
delinquent and/or has a risk of a principal loss. The underlying property
performance is behind underwritten expectations. Loan covenants may require
occasional waivers/modifications. Sponsor has been unable to execute its
business plan and local market fundamentals have deteriorated. Operating cash
flow is not sufficient to service the debt and debt service payments may be
coming from sponsor equity/loan reserves.
5.Impaired/Defaulted/Loss Likely-The loan is in default, or a default is imminent, and has a high risk of a principal loss, or has incurred a principal loss. The underlying property performance is significantly worse than underwritten expectation and sponsor has failed to execute its business plan. The property has significant vacancy and current cash flow does not support debt service. Local market fundamentals have significantly deteriorated resulting in depressed comparable property valuations versus underwriting. During the fourth quarter of 2022, seven loans with a risk ranking of 3 and two loans with a risk ranking of 2 were repaid. We also added one new loan to our portfolio with a risk ranking of 3. Additionally, one loan changed to a risk ranking of 3 from a risk ranking of 2, and two loans changed to a risk ranking of 4 from a risk ranking of 3. As a result, our weighted average risk ranking atDecember 31, 2022 increased to 3.2 compared toSeptember 30, 2022 when it was 3.1.
Senior and Mezzanine Loans and Preferred Equity
The following tables provides a summary of our senior loans, mezzanine loans and preferred equity based on our internal risk rankings, collateral property type and geographic distribution as ofDecember 31, 2022 (dollars in thousands): Carrying
Value (at BRSP share)(1)
Mezzanine Preferred
Risk Ranking Count Senior loans(2) loans Equity Total % of Our Portfolio
2 7 $ 210,072 $ - $ - $ 210,072 6.0 %
3 83 2,570,260 28,515 22,497 2,621,272 74.5 %
4 9 550,902 43,861 - 594,763 16.9 %
5 4 79,596 12,120 - 91,716 2.6 %
103 $ 3,410,830 $ 84,496 $ 22,497 $ 3,517,823 100.0 %
Weighted average
risk ranking 3.2
_________________________________________
(1)Carrying value at our share represents the proportionate carrying value based on ownership by asset as ofDecember 31, 2022 . (2)Includes one mezzanine loan totaling$28.3 million where we are also the senior lender.
Carrying value (at BRSP share)
Mezzanine Preferred Collateral property type Count Senior loans loans Equity Total % of Total Multifamily 59$ 1,633,323 $ 72,376 $ 22,497 $ 1,728,196 49.1 % Office 32 1,169,853 - - 1,169,853 33.3 % Hotel 5 377,821 40,410 - 418,231 11.9 % Other (Mixed-use)(1) 4 151,307 - - 151,307 4.3 % Industrial 3 50,236 - - 50,236 1.4 % Total 103$ 3,382,540 $ 112,786 $ 22,497 $ 3,517,823 100.0 %
_________________________________________
(1)Other includes commercial and residential development and predevelopment
assets.
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Carrying value (at BRSP share)
Mezzanine Preferred
Region Count Senior loans loans Equity Total % of Total
US West 44 $ 1,508,617 $ 96,207 $ 22,497 $ 1,627,321 46.3 %
US Southwest 39 1,147,428 4,459 - 1,151,887 32.7 %
US Northeast 12 523,173 12,120 - 535,293 15.2 %
US Southeast 8 203,322 - - 203,322 5.8 %
Total 103 $ 3,382,540 $ 112,786 $ 22,497 $ 3,517,823 100.0 %
The following table provides asset level detail for our senior loans, mezzanine
loans and preferred equity as of
Carrying Principal Unlevered all-in
Loan Type Origination Date City , State value(1) balance Coupon type Cash Coupon(2) yield(3) Extended maturity date Loan-to-value(4) Q4 Risk ranking(5)
Multifamily
Loan 1(6) Senior 6/18/2019 Santa Clara, CA $ 57,439 $ 57,439 Floating 4.4% 9.0% 6/18/2024 65% 4
Loan 2 Senior 3/8/2022 Austin, TX 49,908 50,103 Floating 3.3% 8.2% 3/9/2027 75% 3
Loan 3 Senior 7/19/2021 Dallas, TX 49,750 49,773 Floating 3.4% 8.2% 8/9/2026 74% 3
Loan 4 Senior 5/17/2022 Las Vegas, NV 49,377 49,758 Floating 3.6% 8.4% 6/9/2027 74% 3
Loan 5 Senior 5/26/2021 Las Vegas, NV 46,056 46,101 Floating 3.5% 8.2% 6/9/2026 70% 3
Loan 6 Senior 11/30/2021 Phoenix, AZ 44,482 44,572 Floating 3.4% 8.5% 12/9/2026 74% 3
Loan 7 Mezzanine 12/3/2019 Milpitas, CA 43,861 43,861 Fixed 8.0% 13.3% 12/3/2024 58% -85% 4
Loan 8 Senior 2/3/2021 Arlington, TX 43,643 43,580 Floating 3.7% 8.6% 2/9/2026 81% 3
Loan 9 Senior 3/1/2021 Richardson, TX 43,239 43,411 Floating 3.4% 8.1% 3/9/2026 75% 3
Loan 10 Senior 7/15/2021 Jersey City, NJ 42,883 43,000 Floating 3.0% 7.7% 8/9/2026 66% 2
Subtotal top 10 multifamily $ 470,638 $ 471,598 13% of total loans
Loan 11 Senior 12/21/2020 Austin, TX $ 42,712 $ 42,851 Floating 3.7% 8.4% 1/9/2026 54% 2
Loan 12 Senior 3/22/2021 Fort Worth, TX 41,213 41,286 Floating 3.6% 8.3% 4/9/2026 83% 3
Loan 13 Senior 12/7/2021 Denver, CO 39,010 39,196 Floating 3.2% 8.1% 12/9/2026 74% 3
Loan 14 Senior 7/15/2021 Dallas, TX 38,659 38,781 Floating 3.1% 8.0% 8/9/2026 77% 3
Loan 15 Senior 3/31/2022 Long Beach, CA 36,572 36,829 Floating 3.4% 8.3% 4/9/2027 74% 3
Loan 16 Senior 7/12/2022 Irving, TX 36,356 36,654 Floating 3.6% 8.5% 8/9/2027 73% 3
Loan 17 Senior 3/31/2022 Louisville, KY 35,892 36,069 Floating 3.7% 8.6% 4/9/2027 72% 3
Loan 18 Senior 9/28/2021 Carrollton, TX 35,724 35,939 Floating 3.1% 7.8% 10/9/2025 73% 3
Loan 19 Senior 1/18/2022 Dallas, TX 35,490 35,575 Floating 3.5% 8.4% 2/9/2027 75% 3
Loan 20 Senior 1/12/2022 Los Angeles, CA 35,203 35,476 Floating 3.4% 8.0% 2/9/2027 65% 3
Subtotal top 20 multifamily $ 847,469 $ 850,254 24% of total loans
Loan 21 Senior 12/29/2020 Fullerton, CA $ 34,748 $ 34,860 Floating 3.8% 8.5% 1/9/2026 70% 3
Loan 22 Senior 3/16/2021 Fremont, CA 33,492 33,550 Floating 3.5% 8.3% 4/9/2026 76% 3
Loan 23 Senior 7/29/2021 Phoenix, AZ 32,084 32,265 Floating 3.4% 8.1% 8/9/2026 74% 3
Loan 24 Senior 3/31/2021 Mesa, AZ 31,377 31,434 Floating 3.8% 8.6% 4/9/2026 83% 3
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Carrying Principal Unlevered all-in
Loan Type Origination Date City , State value(1) balance Coupon type Cash Coupon(2) yield(3) Extended maturity date Loan-to-value(4) Q4 Risk ranking(5)
Loan 25 Senior 4/29/2021 Las Vegas, NV 29,672 29,736 Floating 3.2% 7.9% 5/9/2026 76% 2
Loan 26 Senior 4/15/2022 Mesa, AZ 28,939 29,177 Floating 3.4% 8.0% 5/9/2027 75% 3
Loan 27 Senior 7/13/2021 Plano, TX 28,911 28,994 Floating 3.2% 7.9% 2/9/2025 82% 3
Loan 28 Senior 5/19/2022 Denver, CO 28,055 28,270 Floating 3.5% 8.3% 6/9/2027 73% 3
Loan 29 Senior 5/27/2021 Houston, TX 27,941 28,000 Floating 3.0% 7.9% 6/9/2026 67% 3
Loan 30 Senior 2/17/2022 Long Beach, CA 27,210 27,401 Floating 3.4% 8.2% 3/9/2027 67% 3
Loan 31 Senior 8/31/2021 Glendale, AZ 27,162 27,326 Floating 3.3% 8.0% 9/9/2026 75% 3
Loan 32 Senior 12/16/2021 Fort Mill, SC 26,462 26,637 Floating 3.3% 8.0% 1/9/2027 71% 3
Loan 33 Senior 5/13/2021 Phoenix, AZ 25,201 25,323 Floating 3.2% 7.9% 6/9/2026 76% 2
Loan 34 Senior 12/21/2021 Phoenix, AZ 24,352 24,529 Floating 3.6% 8.3% 1/9/2027 75% 3
Loan 35 Senior 7/12/2022 Irving, TX 24,214 24,416 Floating 3.6% 8.5% 8/9/2027 72% 3
Loan 36(6) Mezzanine 2/8/2022 Las Vegas, NV 24,056 24,155 Fixed 7.0% 12.3% 2/8/2027 56% - 79% 3
Loan 37 Senior 7/1/2021 Aurora, CO 23,628 23,753 Floating 3.2% 7.9% 7/9/2026 73% 3
Loan 38 Senior 3/8/2022 Glendale, AZ 23,342 23,533 Floating 3.5% 8.1% 3/9/2027 73% 3
Loan 39 Senior 3/31/2022 Phoenix, AZ 23,077 23,265 Floating 3.7% 8.3% 4/9/2027 75% 3
Loan 40 Senior 11/4/2021 Austin, TX 22,812 22,962 Floating 3.4% 8.1% 11/9/2026 71% 3
Loan 41 Senior 3/25/2021 San Jose, CA 22,556 22,650 Floating 3.7% 8.4% 4/9/2026 70% 2
Loan 42 Preferred 11/30/2022 Milpitas, CA 22,497 22,720 Fixed 6.0% 12.1% 12/1/2032 n/a 3
Loan 43 Senior 7/13/2021 Oregon City, OR 21,701 21,764 Floating 3.4% 8.1% 8/9/2026 73% 3
Loan 44 Senior 6/22/2021 Phoenix, AZ 21,145 21,262 Floating 3.3% 8.0% 7/9/2026 75% 2
Loan 45 Senior 1/12/2022 Austin, TX 19,658 19,769 Floating 3.4% 8.2% 2/9/2027 75% 3
Loan 46 Senior 8/6/2021 La Mesa, CA 19,400 19,456 Floating 3.0% 7.8% 8/9/2025 70% 3
Loan 47 Senior 12/21/2021 Gresham, OR 19,354 19,455 Floating 3.6% 8.5% 1/9/2027 74% 3
Loan 48 Senior 9/22/2021 Denton, TX 19,282 19,351 Floating 3.3% 8.0% 10/9/2025 70% 3
Loan 49 Senior 9/1/2021 Bellevue, WA 19,243 19,308 Floating 2.9% 7.8% 9/9/2025 64% 3
Loan 50 Senior 6/24/2021 Phoenix, AZ 19,006 19,071 Floating 3.4% 8.2% 7/9/2026 63% 3
Loan 51 Senior 5/5/2022 Charlotte, NC 18,370 18,500 Floating 3.5% 8.4% 5/9/2027 61% 3
Loan 52 Senior 7/14/2021 Salt Lake City, UT 18,264 18,315 Floating 3.4% 8.1% 8/9/2026 73% 3
Loan 53 Senior 4/29/2022 Tacoma, WA 17,595 17,728 Floating 3.3% 8.2% 5/9/2027 72% 3
Loan 54 Senior 6/25/2021 Phoenix, AZ 17,174 17,263 Floating 3.2% 7.9% 7/9/2026 75% 3
Loan 55 Senior 7/21/2021 Durham, NC 15,070 15,150 Floating 3.3% 8.0% 8/9/2026 58% 3
Loan 56 Senior 7/28/2021 San Antonio, TX 14,122 14,166 Floating 3.3% 8.2% 8/9/2024 76% 3
Loan 57 Senior 2/11/2021 Provo, UT 14,028 14,082 Floating 3.9% 8.6% 3/9/2026 71% 3
Loan 58 Senior 3/8/2022 Glendale, AZ 11,068 11,158 Floating 3.5% 8.1% 3/9/2027 73% 3
Loan 59 Mezzanine 7/30/2014 Various - TX 4,459 4,459 Fixed 9.5% 9.5% 8/11/2024 71% - 83% 3
Total/Weighted average multifamily loans $ 1,728,196 $ 1,735,467 3.6% 8.5% 3.6 years 3.0
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Carrying Principal Unlevered all-in
Loan Type Origination Date City , State value(1) balance Coupon type Cash Coupon(2) yield(3) Extended maturity date Loan-to-value(4) Q4 Risk ranking(5)
Office
Loan 60(7) Senior 12/7/2018 Carlsbad, CA $ 115,500 $ 115,500 Floating 4.4% 8.9% 12/9/2023 73% 3
Loan 61 Senior 2/17/2022 Boston, MA 80,734 81,310 Floating 3.8% 8.7% 3/9/2027 54% 3
Loan 62 Senior 8/28/2018 San Jose, CA 73,147 73,147 Floating 2.5% 7.1% 8/28/2025 75% 3
Loan 63 Senior 1/19/2021 Phoenix, AZ 72,166 72,461 Floating 3.7% 8.4% 2/9/2026 70% 3
Loan 64 Senior 7/12/2019 Washington, D.C. 56,935 56,935 Floating 2.8% 7.5% 8/9/2024 68% 4
Loan 65 Senior 2/13/2019 Baltimore, MD 56,421 56,421 Floating 3.5% 8.1% 2/9/2024 74% 4
Loan 66 Senior 4/5/2019 L.I. City, NY 45,596 68,330 Floating 3.3% 7.8% 4/9/2024 58% 5
Loan 67 Senior 5/23/2022 Plano, TX 40,092 40,300 Floating 4.3% 9.0% 6/9/2027 64% 3
Loan 68 Senior 4/27/2022 Plano, TX 39,095 39,270 Floating 4.1% 8.8% 5/9/2027 70% 3
Loan 69 Senior 11/23/2021 Tualatin, OR 38,653 38,862 Floating 4.0% 8.8% 12/9/2026 66% 3
Subtotal top 10 office loans $ 618,339 $ 642,536 18% of total loans
Loan 70 Senior 9/28/2021 Reston, VA $ 36,222 $ 36,382 Floating 4.0% 8.9% 10/9/2026 71% 3
Loan 71 Senior 11/17/2021 Dallas, TX 36,121 36,309 Floating 3.9% 8.7% 12/9/2025 61% 3
Loan 72(8) Senior 5/29/2019 L.I. City, NY 34,000 68,432 n/a(8) n/a(8) n/a(8) 6/9/2024 59% 5
Loan 73 Senior 4/7/2022 San Jose, CA 33,528 33,750 Floating 4.2% 9.0% 4/9/2027 70% 3
Loan 74 Senior 6/2/2021 South Pasadena, CA 33,096 33,091 Floating 4.9% 9.8% 6/9/2026 69% 3
Loan 75 Senior 4/30/2021 San Diego, CA 31,208 31,365 Floating 3.6% 8.3% 5/9/2026 55% 3
Loan 76 Senior 6/16/2017 Miami, FL 30,348 30,008 Floating 5.8% 10.1% 6/9/2023 73% 3
Loan 77 Senior 11/19/2021 Gardena, CA 28,264 28,505 Floating 3.5% 8.2% 12/9/2026 69% 3
Loan 78 Senior 10/21/2021 Blue Bell, PA 27,930 27,930 Floating 3.8% 8.5% 11/9/2023 67% 3
Loan 79 Senior 3/31/2022 Blue Bell, PA 27,367 27,447 Floating 4.2% 9.5% 4/9/2025 59% 3
Subtotal top 20 office loans $ 936,423 $ 995,755 27% of total loans
Loan 80 Senior 2/26/2019 Charlotte, NC $ 25,904 $ 26,052 Floating 3.3% 7.8% 7/9/2025 51% 2
Loan 81 Senior 11/23/2021 Oakland, CA 24,871 25,000 Floating 4.2% 9.0% 12/9/2026 57% 4
Loan 82 Senior 12/7/2021 Hillsboro, OR 24,380 24,511 Floating 4.0% 8.8% 12/9/2024 71% 3
Loan 83 Senior 9/16/2019 San Francisco, CA 22,951 22,951 Floating 3.3% 7.9% 10/9/2024 82% 3
Loan 84 Senior 7/30/2021 Denver, CO 22,841 22,986 Floating 4.4% 9.1% 8/9/2026 66% 3
Loan 85 Senior 8/27/2019 San Francisco, CA 22,121 22,121 Floating 2.9% 7.5% 9/9/2024 79% 4
Loan 86 Senior 10/29/2020 Denver, CO 18,638 18,708 Floating 3.7% 8.4% 11/9/2025 64% 3
Loan 87 Senior 10/13/2021 Burbank, CA 15,895 16,011 Floating 4.0% 8.7% 11/9/2026 57% 3
Loan 88 Senior 8/31/2021 Los Angeles, CA 15,155 15,229 Floating 4.5% 9.4% 9/9/2026 58% 3
Loan 89 Senior 11/16/2021 Charlotte, NC 15,054 15,171 Floating 4.5% 9.2% 12/9/2026 67% 3
Loan 90 Senior 11/10/2021 Richardson, TX 13,468 13,507 Floating 4.1% 9.0% 12/9/2026 71% 3
Loan 91 Senior 9/26/2019 Salt Lake City, UT 12,152 12,152 Floating 2.7% 7.3% 10/9/2024 72% 3
Total/Weighted average office loans $ 1,169,853 $ 1,230,154 3.7% 8.3% 2.7 years 3.3
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Carrying Principal Unlevered all-in
Loan Type Origination Date City , State value(1) balance Coupon type Cash Coupon(2) yield(3) Extended maturity date Loan-to-value(4) Q4 Risk ranking(5)
Hotel
Loan 92 Senior 1/2/2018 San Jose, CA $ 184,953 $ 184,953 Floating 4.8% 9.1% 11/9/2026 79% 4
Loan 93 Senior 6/28/2018 Berkeley, CA 119,868 120,000 Floating 3.2% 7.8% 7/9/2025 66% 4
Loan 94 Senior 6/25/2018 Englewood, CO 73,000 73,000 Floating 3.5% 7.9% 2/9/2025 62% 3
Loan 95 Mezzanine 9/23/2019 Berkeley, CA 28,290 28,290 Fixed 11.5% 11.5% 7/9/2025 66% - 81% 4
Loan 96(9) Mezzanine 1/9/2017 New York, NY 12,120 12,000 Floating 11.0% 15.4% 9/9/2022 67% - 80% 5
Total/Weighted average hotel loans $ 418,231 $ 418,243 4.7% 8.9% 3.0 years 3.9
Other (Mixed-use)
Loan 97 Senior 10/24/2019 Brooklyn, NY $ 77,587 $ 77,587 Floating 4.2% 8.8% 11/9/2024 70% 3
Loan 98 Senior 1/13/2022 New York, NY 45,460 45,705 Floating 3.5% 8.4% 2/9/2027 67% 3
Loan 99 Senior 5/3/2022 Brooklyn, NY 28,260 28,449 Floating 4.4% 9.2% 5/9/2027 68% 3
Loan 100(6)(10) Mezzanine 9/1/2020 Los Angeles, CA - 162,243 n/a(10) n/a(10) n/a(10) 7/9/2023 n/a 5
Total/Weighted average other (mixed-use) loans $ 151,307 $ 313,984 4.0% 8.7% 3.0 years 3.0
Industrial
Loan 101 Senior 7/13/2022 Ontario, CA $ 23,179 $ 23,384 Floating 3.3% 8.0% 8/9/2027 66% 3
Loan 102 Senior 3/25/2022 City of Industry, CA 16,695 16,821 Floating 3.4% 8.2% 4/9/2027 67% 3
Loan 103 Senior 3/21/2022 Commerce, CA 10,362 10,434 Floating 3.3% 8.1% 4/9/2027 71% 3
Total/Weighted average industrial loans $ 50,236 $ 50,639 3.3% 8.1% 4.4 years 3.0
Total/Weighted average senior and mezzanine loans and preferred equity - Our Portfolio $ 3,517,823 $ 3,748,487 3.8% 8.5% 3.2 years 3.2
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(1)Represents carrying values at our share as ofDecember 31, 2022 . (2)Represents the stated coupon rate for loans; for floating rate loans, does not includeUSD 1 -month London Interbank Offered Rate ("LIBOR") or Secured Overnight Financing Rate ("SOFR"), which were 4.39% and 4.36%, respectively, as ofDecember 31, 2022 . (3)In addition to the stated cash coupon rate, unlevered all-in yield includes non-cash payment in-kind interest income and the accrual of origination, extension and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as ofDecember 31, 2022 , for weighted average calculations. (4)Except for construction loans, senior loans reflect the initial loan amount divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent as-is appraisal. Mezzanine loans include attachment loan-to-value and detachment loan-to-value, respectively. Attachment loan-to-value reflects initial funding of loans senior to our position divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent appraisal. Detachment loan-to-value reflects the cumulative initial funding of our loan and the loans senior to our position divided by the as-is value as of the date the loan was originated, or the cumulative principal amount divided by the appraised value as of the date of the most recent appraisal. (5)On a quarterly basis, the Company's senior and mezzanine loans are rated "1" through "5," from less risk to greater risk. Represents risk ranking as ofDecember 31, 2022 . (6)Construction senior loans' loan-to-value reflect the total commitment amount of the loan divided by as-completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Construction mezzanine loans include attachment loan-to-value and detachment loan-to-value. Attachment loan-to-value reflects the total commitment amount of loans senior to our position divided by as-completed appraised value, or the total commitment amount of loans senior to our position divided by projected total cost basis. Detachment loan-to-value reflect the cumulative commitment amount of our loan and the loans senior to our position divided by as-completed appraised value, or the cumulative commitment amount of our loan and loans senior to our position divided by projected total cost basis. (7)Subsequent toDecember 31, 2022 , we received repayment proceeds of$29.1 million relating to loan 60. (8)Loan 72 was placed on nonaccrual status inSeptember 2022 ; as such, no income is being recognized. (9)Subsequent toDecember 31, 2022 , the maturity date for loan 96 was extended toDecember 15,2023 . (10)Loan 100 is an investment in an unconsolidated venture whose underlying interest is in a loan and was placed on nonaccrual status inApril 2020 ; as such, no income is being recognized. 51
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AtDecember 31, 2022 , our general CECL reserve for our outstanding loans and future loan funding commitments is$49.5 million , which is 1.34% of the aggregate commitment amount of our loan portfolio, excluding loans that were evaluated for specific CECL reserves. This represents an increase of$20.6 million from$28.9 million or 0.71% of the aggregate commitment amount of our loan portfolio atSeptember 30, 2022 . This increase was primarily driven by reserves recorded on our portfolio of office loans, partially offset by the improved operating performance of the underlying collateral on certain hospitality loans and loans that repaid during the fourth quarter of 2022. During the third quarter of 2022, we recorded$57.2 million of specific CECL reserves related to twoLong Island City, New York office Senior Loans. There were no specific CECL reserves recorded during the fourth quarter of 2022. For further discussion on these specific CECL reserves see "Asset Specific Loan Summaries" below.
Asset Specific Loan Summaries
Carrying Principal
Loan Type Collateral type Origination Date value balance Coupon type Cash Coupon Unlevered all-in yield Extended maturity date Loan-to-value(1) Q4 Risk ranking
Loan 66 Senior Office 4/5/2019 $ 45,596 $ 68,330 Floating 3.3% 7.8% 4/9/2024 58% 5
Loan 72 Senior Office 5/29/2019 34,000 68,432 n/a(2) n/a(2) n/a(2) 6/9/2024 59% 5
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(1)Loan-to-value is calculated using the as-is value on the date of loan origination. (2)Loan 72 was placed on nonaccrual status inSeptember 2022 ; as such, no income is being recognized We originated two senior loans on two transitional office properties to the same sponsorship group. However, the borrowing entities are unrelated and the loans are neither cross-collateralized nor cross defaulted. TheNew York City ("NYC") metro office markets have experienced and continue to experience higher vacancy rates due to the ongoing impact of COVID-19 and the continued impact of employee work from home arrangements. TheLong Island City market has seen increases in vacancy as newly developed or renovated properties have become available for leasing. Additionally, the availability of significant sub-lease space inLong Island City has created additional supply putting downward pressure on rents.
Loan 66
As ofDecember 31, 2022 , Loan 66 has in-place leases for 30% of the property and generates incremental revenue from license agreements for rooftop signage and antenna space. In the fourth quarter of 2022, the property received a certificate of eligibility for the industrial and commercial abatement program ("ICAP") resulting in significant tax savings for the current year and will result in lower real estate taxes for the next 15 years, subject to renewal on an annual basis. The Loan 66 property cash flows are insufficient to cover the debt service payments. InMarch 2021 , and again inJanuary 2022 , we modified the loan, allowing the borrower to use certain future funding advances from the tenant improvements and leasing costs account to cover interest carry and operations shortfalls, provided that the borrower made incremental deposits for interest and carry reserves to support the property. Loan 66 is performing and current on interest payments as of theFebruary 9, 2023 payment date. However, Loan 66's ability to remain a performing loan and remain current on interest payments is highly uncertain given the lack of leasing activity and the requirement of further capital contributions from the borrower. Given the continued negative market conditions surrounding NYC metro office buildings, including the lack of leasing activity, we utilized the estimated fair value of the collateral to estimate a specific CECL reserve of$22.7 million during the third quarter of 2022. There were no additional CECL reserves recorded during the fourth quarter of 2022. The borrower is cooperating with a consensual sale process through a national commercial real estate sales advisor. The loan has a mezzanine component which would facilitate a timely foreclosure in a proceeding pursuant to the Uniform Commercial Code, if required.
Loan 72
As ofDecember 31, 2022 , Loan 72 has in-place leases for 10% of the property and generates incremental revenue from a license agreement from rooftop signage. In the second quarter of 2022, the property received a certificate of eligibility for the ICAP resulting in significant tax savings for the current year and will result in lower real estate taxes for the next 15 years, subject to renewal on an annual basis. Loan 72 property cash flows are insufficient to cover the debt service payments. InMarch 2021 , and again inJanuary 2022 , we modified the loan, allowing the borrower to use certain future funding advances from the tenant improvements and leasing costs 52
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account to cover interest carry and operations shortfalls, provided that the borrower made incremental deposits for interest and carry reserves to support the property. Borrower reserves have been exhausted and the loan has been in payment default sinceOctober 2022 , and was placed on nonaccrual status as ofSeptember 2022 . Given the continued negative market conditions surrounding NYC metro office buildings, including the lack of leasing activity, we utilized the estimated fair value of the collateral to estimate a specific CECL reserve of$34.5 million during the third quarter of 2022. There were no additional CECL reserves recorded during the fourth quarter of 2022. The borrower is cooperating with a consensual sale process through a national commercial real estate sales advisor. The loan has a mezzanine component which would facilitate a timely foreclosure in a proceeding pursuant to the Uniform Commercial Code, if required.
Carrying Principal
Loan Type Collateral type Origination Date value balance Coupon type Cash Coupon Unlevered all-in yield Extended maturity date Loan-to-value(1) Q4 Risk ranking
Loan 1 Senior Multifamily 6/18/2019 $ 57,439 $ 57,439 Floating 4.4% 9.0% 6/18/2024 65% 4
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan
origination.
We originated a$108.0 million senior mortgage loan in 2019 secured by a collection of six parcels totaling 14.5 acres inSanta Clara, CA (the "Pre-development Senior Loan"). At the time of origination, the property was improved with nine income-producing, low-rise structures across the two phases. The property is fully entitled for the development of 1,600 units ("DU") in two phased assemblages, entitled for 700 DU and 900 DU, respectively. As ofDecember 31, 2022 , the underwritten pre-development for Phase I and Phase II is complete, and the Pre-development Senior Loan is fully funded. InJune 2021 , the sponsor did not qualify for their first extension option. The maturity was ultimately extended for twelve months toJune 2022 in exchange for certain lender required terms and conditions. InJune 2022 , Phase I was released, the sponsor paid down the Pre-development Senior Loan by$50.6 million , and the Loan qualified for their second twelve month extension option. After the release of Phase I, our remaining collateral is the 900 DU in Phase II. The sponsor's current plan for Phase II is to secure the necessary financing to repay the remaining loan and begin development of Phase II of the project. Given the uncertainty in the finance markets, it is possible that financing is unavailable to repay the remaining loan at maturity in order to begin development of Phase II of the project pursuant to the current business plan and may result in a future valuation impairment or investment loss.
Carrying Principal
Loan Type Collateral type Origination Date value balance Coupon type Cash Coupon Unlevered all-in yield Extended maturity date Loan-to-value(1) Q4 Risk ranking
Loan 64 Senior Office 7/12/2019 $ 56,935 $ 56,935 Floating 2.8% 7.5% 8/9/2024 68% 4
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan
origination.
We originated a$65.4 million senior mortgage loan in 2019 to finance the acquisition, capital improvements and leasing of a twelve story, 185,000 square foot, multi-tenant, Class-B office building located in theDupont Circle neighborhood ofWashington D.C (the "DC Office Loan"). The DC Office Loan included an initial funding of$50.5 million with an additional$14.9 million of future funding, of which$7.2 million has been funded as ofDecember 31, 2022 . Since acquisition, the sponsor has been converting a portion of the vacant office space into coworking space, which includes private offices, suites, and an amenity floor. TheWashington D.C. ("DC") office market, like most ofthe United States markets, was hit hard by the COVID-19 pandemic and remains distressed, with high overall vacancy rates due to the normalization of work from home and the hybrid attendance model. As a result of fewer employees commuting to their offices, businesses are re-evaluating their need for physical office space. Compounding the struggles of the DC office market, the federal government has adopted a telework work from home program for many employees who are not critical for office attendance. The federal government has been reducing their office requirements which is especially impacting the DC market area. As ofDecember 2022 , the DC Office Loan property is 51% leased and in addition to vacancy issues, the property has tenant leases that expire at the end of 2023, creating uncertainty around the ability to re-lease vacant space should these tenants elect not to renew. 53
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The DC Office Loan's second maturity was inAugust 2022 , and it did not pass the extension tests. The sponsor requested that we waive the debt service coverage and debt yield hurdles required for their twelve-month extension option. We granted the sponsor a sixty-day extension so the sponsor could raise equity for a paydown to extend their loan for twelve months. At the end of the sixty-day extension, the sponsor requested an addition ninety-day extension which we granted. While the loan remains performing based on reserves in place, those reserves will be depleted shortly, and the continuing performance of the loan is at risk. Given the uncertainty in the office market, a resolution has the potential to result in a future valuation impairment or investment loss.
Carrying Principal
Loan Type Collateral type Origination Date value balance Coupon type Cash Coupon Unlevered all-in yield Extended maturity date Loan-to-value(1) Q4 Risk ranking
Loan 7 Mezzanine Multifamily 12/3/2019 $ 43,861 $ 43,861 Fixed 8.0% 13.3% 12/3/2024 58% - 85% 4
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan
origination.
We originated a$38.6 million mezzanine loan in 2019 to finance the development of a 213-unit luxury multifamily property, with 13,000 square feet of ground floor retail, located inMilpitas, CA (the "Development Mezzanine Loan"). The property's land was acquired in 2015 as part of a larger, 27 acres,$31.9 million land acquisition. The sponsor worked alongside the seller to receive full entitlements prior to the closing of the acquisition. An additional$9.0 million was spent fully entitling and subdividing the 27 acres into four lots. Post-acquisition of the land and the subdividing, the property sits on two acres. Our Development Mezzanine Loan sits behind a$84.0 million senior loan in the capital stack. Construction of the property is complete, and the sponsor is currently leasing all available units. As ofFebruary 2023 , the Property's multifamily component is 81% leased, however no retail leases have been signed. The Development Mezzanine Loan's initial maturity date was inDecember 2022 , and it did not pass all its extension tests. We, and the senior loan lender, extended the maturity date toMarch 3, 2023 . We continue to evaluate potential modifications, extensions and/or restructuring opportunities. As a result, a resolution has the potential to result in a future valuation impairment or investment loss.
Net Leased and
Our net leased real estate investment strategy focuses on direct ownership in commercial real estate with an emphasis on properties with stable cash flow, which may be structurally senior to a third-party partner's equity. In addition, we may own net leased real estate investments through joint ventures with one or more partners. As part of our net leased real estate strategy, we explore a variety of real estate investments including multi-tenant office, multifamily, student housing and industrial. Additionally, we have two investments in direct ownership of commercial real estate and own these operating real estate investments through joint ventures with one or more partners. Our properties are typically well-located with strong operating partners.
As of
net leased and other real estate properties and these properties were 97.0%
occupied. The following table presents our net leased and other real estate
investments as of
NOI for the year
Carrying ended December 31,
Count(1) Value(2) 2022(3)
Net leased real estate 8 $ 607,672 $ 49,673
Other real estate 2 160,729 15,638
Total/Weighted average net leased and other
real estate 10
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(1)Count represents the number of investments. (2)Represents carrying values at our share as ofDecember 31, 2022 ; includes real estate tangible assets, deferred leasing costs and other intangible assets less intangible liabilities. (3)Refer to "Non-GAAP Supplemental Financial Measures" for further information on NOI. 54
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The following table provides asset-level detail of our net leased and other real
estate as of
Rentable square Weighted
feet ("RSF") / Weighted average % average lease
Collateral type City, State Number of Properties units/keys(1) leased(2) term (yrs)(3)
Net leased real
estate
Net lease 1 Office Stavanger, Norway 1 1,290,926 RSF 100% 7.7
Net lease 2 Industrial Various - U.S. 2 2,787,343 RSF 100% 15.7
Net lease 3 Office Aurora, CO 1 183,529 RSF 100% 4.8
Net lease 4 Office Indianapolis, IN 1 338,000 RSF 100% 8.0
Net lease 5(4) Retail Various - U.S. 7 319,600 RSF 100% 4.0
Net lease 6 Retail Keene, NH 1 45,471 RSF 100% 6.1
Net lease 7 Retail Fort Wayne, IN 1 50,000 RSF 100% 1.7
Net lease 8 Retail South Portland, ME 1 52,900 RSF 100% 8.1
Total/Weighted average net leased real estate 15 5,067,769 RSF 100% 10.7
Other real
estate
Other real
estate 1 Office Creve Coeur, MO 7 847,604 RSF 87% 3.8
Other real
estate 2 Office Warrendale, PA 5 496,414 RSF 82% 2.7
Total/Weighted average other real estate 12 1,344,018 RSF 85% 3.3
Total/Weighted average net leased and other real estate 27
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(1)Rentable square feet based on carry value at our share as ofDecember 31, 2022 . (2)Represents the percent leased as ofDecember 31, 2022 . Weighted average calculation based on carrying value at our share as ofDecember 31, 2022 . (3)Based on in-place leases (defined as occupied and paying leases) as ofDecember 31, 2022 , and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as ofDecember 31, 2022 . (4)Subsequent toDecember 31, 2022 , two retail property leases were extended throughJanuary 2029 .
Asset Specific Net Leased Summaries
Stavanger,
Rentable square
feet ("RSF") / Weighted average Weighted average
Collateral type City, State Number of Properties units/keys % leased lease term (yrs)
Net lease 1 Office Stavanger, Norway 1 1,290,926 RSF 100% 7.7 InJuly 2018 , we acquired a class A office campus in Stavanger,Norway (the "NorwayNet Lease ") for$320 million . This property is 100% occupied by a single tenant that is rated investment grade AA-/Aa2 from S&P and Moody's, respectively. The property serves as their global headquarters. The NorwayNet Lease requires the tenant to pay for all real estate-related expenses, including operational expenditures, capital expenditures and municipality taxes. The NorwayNet Lease has a weighted average remaining lease term of eight years and the tenant has the option to extend for two five-year periods at the same terms with rent adjusted to market rent, and there is a risk that the rent can decrease at that time. The NorwayNet Lease also has annual rent increases based on the Norwegian CPI Index through 2030. The rent increase in 2022 was 5.1%. Our tenant has injected a significant amount of capital into improvements of the property over the past 10 years. Financing on the NorwayNet Lease consists of a mortgage payable of$162.4 million with a fixed rate of 3.9%, which matures inJune 2025 , at which time there will be five years remaining on the initial lease term. The financing includes a provision for annual appraisal valuation each May with loan-to-value ("LTV") tests declining from 75% LTV beginning in year five, to 70% LTV after year eight and 65% LTV after year nine. The most recent valuation in May of 2022 resulted in an LTV of 67%. Market conditions could impact property valuations and continuing compliance with those annual tests, resulting in a cash trap subject to LTV rebalancing. This five-year remaining lease term along with risk of a downward rent adjustment at the 2030 renewal, and the increase in interest rates, could adversely impact the refinancing or sale of the asset. Furthermore, we have no assurances that the tenant will remain at the property beyond 2030. The tenant has made all rent payments and is current on all its financial obligations under the lease. Both the lease payments and mortgage debt service are NOK denominated currency. We maintain a series of USD-NOK forward swaps in order to minimize our foreign currency cash flow risk. These forward swaps occur quarterly 55
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throughMay 2024 , where we have agreed to sell NOK and buy USD at a locked in forward curve rate. However, only the lease payments are hedged throughMay 2024 . The net equity and lease payments beyondMay 2024 are not hedged at this time. Therefore, the NorwayNet Lease net book value may be subject to fluctuations based on the USD-NOK impact on unhedged values.
Warehouse Distribution Portfolio
Rentable square
feet ("RSF") / Weighted average Weighted average
Collateral type City, State Number of Properties units/keys % leased lease term (yrs)
Net lease 2 Industrial Various - U.S. 2 2,787,343 RSF 100% 15.7
In August 2018 we acquired two warehouse distribution facilities located in
Tracy, California and Tolleson, Arizona (the "Warehouse Distribution Portfolio")
for $292 million . These two properties are 100% occupied by a single tenant that
is rated investment grade Ba1 from Moody's. The tenant is a national grocer and
these properties form a part of its national distribution network. The Warehouse
Distribution Portfolio lease (the "Warehouse Distribution Portfolio Lease")
requires the tenant to pay for all real estate-related expenses, including
operational expenditures, capital expenditures and taxes. The tenant has
invested a significant amount of capital expenditures into each property over
the past few years and has plans for additional capital expenditures in 2023.
The Warehouse Distribution Portfolio Lease has a remaining lease term of 15.7
years ending in 2038. The tenant has the option to extend the lease for nine
five-year periods at the same terms with rent adjusted to market rent. The
Warehouse Distribution Portfolio Lease also has annual rent increases of 1.5%.
Financing on the Warehouse Distribution Portfolio consists of mortgage and
mezzanine debt for a total combined amount payable of $200 million . The debt is
interest only at a blended fixed rate of 4.8% and matures in September 2028 . The
debt has a defeasance provision for any early loan prepayment. The tenant has
made all rent payments and is current on all its financial obligations under the
Warehouse Distribution Portfolio Lease. The tenant has recently announced a
merger with another national grocer, which is pending regulatory approval. If
the merger is approved, it is not expected to impact our lease agreement.
The Warehouse Distribution Portfolio has generated net operating income for the
year ended
consolidated balance sheet is
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Results of Operations
The following table summarizes our portfolio results of operations for the years
ended
Year Ended December 31, Change
2022 compared 2021 compared
2022 2021 2020 to 2021 to 2020
Net interest income
Interest income $ 236,181 $ 168,845 $ 156,851 $ 67,336 $ 11,994
Interest expense (111,806) (55,484) (63,043) (56,322) 7,559
Interest income on mortgage loans held in 32,163 51,609 92,461
securitization trusts (19,446)
(40,852)
Interest expense on mortgage obligations (29,434) (45,460) (83,952) issued by securitization trusts 16,026 38,492 Net interest income 127,104 119,510 102,317 7,594 17,193 Property and other income Property operating income 90,191 102,634 175,037 (12,443) (72,403) Other income 6,058 2,333 1,836 3,725 497 Total property and other income 96,249 104,967 176,873 (8,718) (71,906) Expenses Management fee expense - 9,596 29,739 (9,596) (20,143) Property operating expense 24,222 30,286 64,987 (6,064) (34,701) Transaction, investment and servicing 3,434 4,556 9,975 expense (1,122)
(5,419)
Interest expense on real estate 28,717 32,278 48,860 (3,561) (16,582) Depreciation and amortization 34,099 36,399 59,766 (2,300) (23,367) Increase (decrease) of CECL reserve 70,635 (1,432) 78,561 72,067
(79,993)
Impairment of operating real estate - - 42,814 - (42,814) Compensation and benefits 33,031 32,143 5,518 888 26,625 Operating expense 14,641 17,868 21,033 (3,227) (3,165) Restructuring charges - 109,321 - (109,321) 109,321 Total expenses 208,779 271,015 361,253 (62,236) (90,238) Other income Unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net 854 41,904 (50,521) (41,050)
92,425
Realized loss on mortgage loans and obligations held in securitization trusts, net (854) (36,623) - 35,769 (36,623) Other gain (loss), net 34,630 74,067 (118,725) (39,437) 192,792 Income (loss) before equity in earnings of unconsolidated ventures and income taxes 49,204 32,810 (251,309) 16,394
284,119
Equity in earnings (loss) of unconsolidated ventures 25 (131,115) (135,173) 131,140
4,058
Income tax benefit (expense) (2,440) (6,276) 10,898 3,836 (17,174) Net income (loss)$ 46,789 $ (104,581) $ (375,584) $ 151,370 $ 271,003
Comparison of Year Ended
Net Interest Income
Interest income
Interest income increased by$67.3 million to$236.2 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . The increase was primarily due to$108.5 million from 2022 loan originations and the full-year impact of 2021 originations in addition to higher LIBOR and SOFR interest rates, partially offset by$42.4 million related to loan repayments. 57
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Interest expense
Interest expense increased by$56.3 million to$111.8 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . The increase was driven by$69.8 million related to 2022 financings and the full-year impact of 2021 financings for new loan originations, as well as higher LIBOR and SOFR interest rates. This was partially offset by$10.1 million in payoffs of financings in connection with loan repayments and reduced costs associated with the amendment and restatement of our Bank Credit Facility of$3.2 million .
Net interest income on mortgage loans and obligations held in securitization
trusts, net
Net interest income on mortgage loans and obligations held in securitization trusts, net decreased by$3.4 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 , due to the sale of the retained interests of two securitization trusts inApril 2021 andNovember 2022 .
Property and other income
Property operating income
Property operating income decreased by$12.4 million to$90.2 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . The decrease was primarily the result of two property sales in the first quarter of 2022 and the sale of an industrial portfolio in the first quarter of 2021.
Other income
Other income of$6.1 million was recorded during the year endedDecember 31, 2022 , which primarily relates to income from money market investments and special servicing income associated with a securitization trust. Other income of$2.3 million was recorded during the year endedDecember 31, 2021 , which primarily relates to a one-time reimbursement received upon the winding down of a joint venture investment. Expenses Management fee expense Management fee expense decreased by$9.6 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . The decrease is due to the termination of the management agreement (the "Management Agreement") with our former manager (the "Manager"), a subsidiary ofDigitalBridge Group, Inc. that occurred inApril 2021 . Property operating expense Property operating expense decreased by$6.1 million to$24.2 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . The decrease was primarily the result of two property sales in the first quarter of 2022 and the sale of an industrial portfolio in the first quarter of 2021.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by$1.1 million to$3.4 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 , primarily due to lower franchise tax expense partially offset by higher securitization expenses incurred following the execution of the BRSP 2021-FL1 securitization inJuly 2021 .
Interest expense on real estate
Interest expense on real estate decreased by$3.6 million to$28.7 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . The decrease was primarily due to the repayments of mortgage loans secured by two properties sold in the first quarter of 2022 and an industrial portfolio that was sold in the first quarter of 2021.
Depreciation and amortization
Depreciation and amortization expense decreased by$2.3 million to$34.1 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . The decrease was primarily the result of two property sales in the first quarter of 2022.
Increase (decrease) of CECL reserve
We recorded CECL reserves of
as compared to a reversal of reserves of
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Island City ,New York office senior loans recorded during the third quarter of 2022 and an increase in reserves on office loans during the fourth quarter of 2022. Compensation and benefits Compensation and benefits increased by$0.9 million to$33.0 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . This was primarily due to an increase in employee compensation following the internalization of our management and operating functions (the "Internalization") onApril 30, 2021 , partially offset by lower stock compensation expense during the year endedDecember 31, 2022 .
Operating expense
Operating expense decreased by$3.2 million to$14.6 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . This decrease was due to lower operating expenses following the Internalization onApril 30, 2021 . Restructuring Charges During the year endedDecember 31, 2021 , we recorded$109.3 million in restructuring costs related to the termination of our Management Agreement with our previous Manager. This consisted of a one-time cash payment of$102.3 million to our previous Manager paid onApril 30, 2021 and$7.0 million in additional restructuring costs consisting primarily of fees paid for legal and investment banking advisory services.
Other income (loss)
Unrealized gain (loss) on mortgage loans and obligations held in securitization
trusts, net
During the year endedDecember 31, 2022 , we recorded an unrealized gain of$0.9 million on mortgage loans and obligations held in securitization trusts, net due to the sale of retained investments in the subordinate tranches of one securitization trust. During the year endedDecember 31, 2021 , we recorded a$41.9 million unrealized gain on mortgage loans and obligations held in securitization trusts, net. This was primarily due to the sale of the retained investments in the subordinate tranches of one securitization trust in the second quarter of 2021 and the second and fourth quarter 2021 sales of two underlying loans held within one of our retained investments in the subordinate tranches of another securitization trust. Upon the sales, the accumulated unrealized losses relating to the retained investments were reversed and subsequently recorded to realized loss on mortgage loans and obligations held in securitization trusts, net.
Realized loss on mortgage loans and obligations held in securitization trusts,
net
During the year endedDecember 31, 2022 , we recorded a realized loss of$0.9 million on mortgage loans and obligations held in securitization trusts, net due to the sale of retained investments in the subordinate tranches of one securitization trust. During the year endedDecember 31, 2021 , we recorded a$36.6 million realized loss on mortgage loans and obligations held in securitization trusts, net, primarily due to the$19.5 million realized loss upon sale of the retained investments in the subordinate tranches of one securitization trust in the second quarter of 2021. We also recorded a realized loss of$17.1 million related to the sale of two underlying loans held within one of our retained investments in the subordinate tranches of another securitization trust in the second and fourth quarters of 2021.
Other gain (loss), net
During the year endedDecember 31, 2022 , we recorded other gain, net of$34.6 million , primarily due to realized gains on two property sales in the first quarter of 2022 and the sale of a preferred equity investment in the second quarter of 2022. During the year endedDecember 31, 2021 , we recorded other gain, net of$74.1 million primarily due to the$52.9 million realized gain on the sale of five co-investment assets to managed vehicles ofFortress Investment Group LLC in the fourth quarter of 2021 (the "Co-Investment Portfolio Sale") and a realized gain of$11.8 million on the sale of an industrial portfolio in the first quarter of 2021.
Equity in earnings (loss) of unconsolidated ventures
Equity in earnings of unconsolidated ventures was de minimis during the year endedDecember 31, 2022 . During the year endedDecember 31, 2021 equity in earnings (loss) of unconsolidated ventures was$131.1 million , primarily due to fair value loss adjustments recorded on three equity method investments during the second quarter of 2021. 59
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Income tax benefit (expense)
Income tax expense decreased by$3.8 million to$2.4 million for the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . This was primarily due to a$6.1 million expense recorded in the fourth quarter of 2021 related to the sale of a hotel investment inAustin, TX , partially offset by higher income tax resulting from growth in taxable income and return to provision adjustments recorded during the year endedDecember 31, 2022 .
Comparison of Year Ended
Net Interest Income
Interest income
Interest income increased by$12.0 million to$168.8 million for the year endedDecember 31, 2021 as compared to the year endedDecember 31, 2020 . The increase was primarily due to$41.3 million related to loan originations, which was offset by$32.9 million related to loan payoffs and CMBS sales.
Interest expense
Interest expense decreased by$7.6 million to$55.5 million for the year endedDecember 31, 2021 as compared to the year endedDecember 31, 2020 . The decrease was primarily due to$15.3 million related to paydowns on ourBank Credit Facility, Master Repurchase Facilities and CMBS Credit Facilities and$5.2 million from amortization of deferred financing costs. This was partially offset by$7.5 million relating to financings on new loans and$5.9 million related to BRSP 2021-FL1.
Net interest income on mortgage loans and obligations held in securitization
trusts, net
Net interest income on mortgage loans and obligations held in securitization trusts, net decreased by$2.4 million for the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 . The decrease was primarily due to the sale of the retained interest of a securitization trust during the second quarter of 2021. Property and other income Property operating income Property operating income decreased by$72.4 million to$102.6 million for the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 . The decrease was primarily due to real estate properties sold throughout 2020 and 2021. Other income Other income of$2.3 million was recorded for the year endedDecember 31, 2021 . This was primarily due to a one-time reimbursement received upon the winding down of a joint venture investment.
Expenses
Management fee expense
Management fee expense decreased by
termination of the Management Agreement in
Property operating expense
Property operating expense decreased by$34.7 million to$30.3 million for the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 . The decrease was primarily due to real estate properties sold throughout 2020 and 2021.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by$5.4 million to$4.6 million for the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 , primarily due to higher legal costs of$2.4 million associated with exploring strategic options of the Company in the first quarter of 2020 and legal costs of$1.5 million incurred in 2020 relating to resolved investments. 60
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Interest expense on real estate
Interest expense on real estate decreased by$16.6 million to$32.3 million for the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 . The decrease was primarily due to real estate properties sold throughout 2020 and the sale of an industrial portfolio during the first quarter of 2021.
Depreciation and amortization
Depreciation and amortization expense decreased by
million
throughout 2020 and 2021.
Increase (decrease) of CECL reserve
During the year endedDecember 31, 2021 , we recorded a decrease of$1.4 million primarily relating to net changes in our CECL reserves in accordance with ASU No. 2016-13, Financial Instruments-Credit Losses.
Impairment of operating real estate
Impairment of operating real estate was
holding period of certain properties sold during the period. There was no
impairment of operating real estate for the year ended
Compensation and benefits
Compensation and benefits increased by$26.6 million to$32.1 million for the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 . This was primarily due to$15.0 million of compensation and benefits following the internalization of management operations onApril 30, 2021 and higher stock compensation expense of$9.6 million during the year endedDecember 31, 2021 .
Operating expense
Operating expense decreased by$3.2 million to$17.9 million for the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 . This decrease was primarily due to reimbursable costs paid to our previous Manager prior to the termination of our Management Agreement onApril 30, 2021 .
Restructuring charges
During the year endedDecember 31, 2021 , we recorded$109.3 million in restructuring costs related to the termination of our Management Agreement with our previous Manager. This consisted of a one-time cash payment of$102.3 million to our previous Manager paid onApril 30, 2021 and$7.0 million in additional restructuring costs consisting primarily of fees paid for legal and investment banking advisory services.
Other income (loss)
Unrealized gain (loss) on mortgage loans and obligations held in securitization
trusts, net
During the year endedDecember 31, 2021 , we recorded a$41.9 million unrealized gain on mortgage loans and obligations held in securitization trusts, net. This was primarily due to the sale of the retained investments in the subordinate tranches of one securitization trust in the second quarter of 2021 and the second and fourth quarter 2021 sales of two underlying loans held within one of our retained investments in the subordinate tranches of another securitization trust. Upon the sales, the accumulated unrealized losses relating to the retained investments were reversed and subsequently recorded to realized loss on mortgage loans and obligations held in securitization trusts, net. During the year endedDecember 31, 2020 , we recorded an unrealized loss of$50.5 million on mortgage loans and obligations held in securitization trusts, net which represents the change in fair value of the assets and liabilities of the securitization trusts consolidation as a result of our investment in the subordinate tranches of the securitization trusts.
Realized loss on mortgage loans and obligations held in securitization trusts,
net
During the year ended
loss on mortgage loans and obligations held in securitization trusts, net,
primarily due to the
investments in the subordinate tranches of one securitization trust in the
second quarter of 2021. We also recorded a realized loss of
related to the sale of two underlying loans held within one of our retained
investments in the subordinate tranches of another securitization trust.
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Other gain (loss), net
During the year endedDecember 31, 2021 , we recorded other gain, net of$74.1 million primarily due to the$52.9 million realized gain on the Co-Investment Portfolio Sale in the fourth quarter of 2021 and a realized gain of$11.8 million on the sale of an industrial portfolio in the first quarter of 2021. During the year endedDecember 31, 2020 , we recorded other loss, net of$118.7 million primarily due to a$99.0 million realized net loss on the sale of 41 CRE securities and the realization of the fair value marks on our remaining CRE securities portfolio. Additionally, a$38.0 million provision for loan loss was recorded on one hospitality loan during 2020. This was partially offset by a realized gain of$9.3 million on the sale of an industrial portfolio during 2020.
Equity in earnings (loss) of unconsolidated ventures
Equity in earnings (loss) of unconsolidated ventures was$131.1 million and$135.2 million for the year endedDecember 31, 2021 and the year endedDecember 31, 2020 , respectively. During the year endedDecember 31, 2021 the$131.1 million loss was comprised of our proportionate share of a$97.9 million fair value loss adjustment on theLos Angeles, California Mixed-Use Project and our proportionate share of$35.5 million in fair value loss adjustments related to three co-investments included in the Co-Investment Portfolio Sale. For the year endedDecember 31, 2020 , the$135.2 million loss was primarily due to recording our proportionate share of$162.0 million in fair value losses relating to three co-investments, partially offset by$8.4 million related to the sale and repayment of equity method investments.
Income tax benefit (expense)
Income tax benefit (expense) increased by$17.2 million to an expense of$6.3 million for the year endedDecember 31, 2021 , as compared to the year endedDecember 31, 2020 . This was primarily due to a$11.3 million reduction in the one-time prior year benefit from a tax capital loss carryback on private equity investments and a$6.1 million increase in current year income tax expense related to the sale of a hotel investment inAustin, TX.
Book Value Per Share
The following table calculates our GAAP book value per share and undepreciated
book value per share ($ in thousands, except per share data):
December 31, 2022 December 31, 2021 Stockholders' Equity excluding noncontrolling interests in investment entities$ 1,387,768 $ 1,489,843 Shares Class A common stock 128,872 129,769 OP units - 3,076 Total outstanding 128,872 132,845 GAAP book value per share $ 10.77 $ 11.22 Accumulated depreciation and amortization per share $ 1.29 $ 1.15 Undepreciated book value per share $ 12.06 $ 12.37
Non-GAAP Supplemental Financial Measures
Distributable Earnings
We present Distributable Earnings, which is a non-GAAP supplemental financial measure of our performance. We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with GAAP, and this metric is a useful indicator for investors in evaluating and comparing our operating performance to our peers and our ability to pay dividends. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year endedDecember 31, 2018 . As a REIT, we are required to distribute substantially all of our taxable income and we believe that dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as our company. Over time, Distributable Earnings has been a useful indicator of our dividends per share and we consider that measure in determining the dividend, if any, to be paid. This supplemental financial measure also helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations. We define Distributable Earnings as GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the common equity of our direct subsidiaries, such as our OP) and excluding (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with our formation or other strategic transactions, (iii) the incentive fee, (iv) 62
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acquisition costs from successful acquisitions, (v) gains or losses from sales
of real estate property and impairment write-downs of depreciable real estate,
including unconsolidated joint ventures and preferred equity investments, (vi)
general CECL reserves determined by probability of default/loss given default
("PD/LGD") model, (vii) depreciation and amortization, (viii) any unrealized
gains or losses or other similar non-cash items that are included in net income
for the current quarter, regardless of whether such items are included in other
comprehensive income or loss, or in net income, (ix) one-time events pursuant to
changes in GAAP and (x) certain material non-cash income or expense items that
in the judgment of management should not be included in Distributable Earnings.
For clauses (ix) and (x), such exclusions shall only be applied after approval
by a majority of our independent directors. Distributable Earnings include
specific CECL reserves when realized. Loan losses are realized when such amounts
are deemed nonrecoverable at the time the loan is repaid, or if the underlying
asset is sold following foreclosure, or if we determine that it is probable that
all amounts due will not be collected; realized loan losses to be included in
Distributable Earnings is the difference between the cash received, or expected
to be received, and the book value of the asset.
Additionally, we define Adjusted Distributable Earnings as Distributable
Earnings excluding (i) realized gains and losses on asset sales, (ii) fair value
adjustments, which represent mark-to-market adjustments to investments in
unconsolidated ventures based on an exit price, defined as the estimated price
that would be received upon the sale of an asset or paid to transfer a liability
in an orderly transaction between market participants, (iii) unrealized gains or
losses, (iv) realized specific CECL reserves and (v) one-time gains or losses
that in the judgement of management should not be included in Adjusted
Distributable Earnings. We believe Adjusted Distributable Earnings is a useful
indicator for investors to further evaluate and compare our operating
performance to our peers and our ability to pay dividends, net of the impact of
any gains or losses on assets sales or fair value adjustments, as described
above.
Distributable Earnings and Adjusted Distributable Earnings do not represent net
income or cash generated from operating activities and should not be considered
as an alternative to GAAP net income or an indication of our cash flows from
operating activities determined in accordance with GAAP, a measure of our
liquidity, or an indication of funds available to fund our cash needs. In
addition, our methodology for calculating Distributable Earnings and Adjusted
Distributable Earnings may differ from methodologies employed by other companies
to calculate the same or similar non-GAAP supplemental financial measures, and
accordingly, our reported Distributable Earnings and Adjusted Distributable
Earnings may not be comparable to the Distributable Earnings and Adjusted
Distributable Earnings reported by other companies.
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The following table presents a reconciliation of net income (loss) attributable to our common stockholders to Distributable Earnings and Adjusted Distributable Earnings attributable to our common stockholders and noncontrolling interest of theOperating Partnership (dollars and share amounts in thousands, except per share data) for the years endedDecember 31, 2022 , 2021 and 2020:
Year Ended
2022 2021 2020 Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$ 45,788 $ (101,046) $ (353,299) Adjustments: Net income (loss) attributable to noncontrolling interest of the Operating Partnership 1,013 (1,803) (8,361) Non-cash equity compensation expense 7,888 14,016 4,367 Transaction costs - 109,321 3,294 Depreciation and amortization 33,949 36,447 59,159 Net unrealized loss (gain): Impairment of operating real estate and preferred equity - - 42,814 Other unrealized (gain) loss on investments (1,155) (47,352) 40,732 General CECL reserves 13,692 (2,684) 15,317 Loss (gain) on sales of real estate, preferred equity and investments in unconsolidated joint ventures (30,709) (66,827) 432 Adjustments related to noncontrolling interests (730) 1,254 (9,400) Distributable Earnings (Loss) attributable toBrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership$ 69,736 $ (58,674) $ (204,945) Distributable Earnings (Loss) per share(1)$ 0.53
Adjustments:
Fair value adjustments $ -$ 133,200 $ 158,776 Realized loss (gain) on hedges - 1,466 25,459 Realized loss on CRE debt securities and B-piece 797 38,842 74,759 Specific CECL reserves 56,944 1,251 92,126 PE Investments income tax benefit - - (13,025) Adjusted Distributable Earnings attributable toBrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership$ 127,477
Adjusted Distributable Earnings per share(1)$ 0.98 $ 0.87 $ 1.01 Weighted average number of common shares and OP units(1) 130,539 132,807 131,623
________________________________________
(1)We calculate Distributable Earnings (Loss) per share, and Adjusted Distributable Earnings per share, non-GAAP financial measures, based on a weighted-average number of common shares and OP units (held by members other than us or our subsidiaries). For the year endedDecember 31, 2022 includes 3.1 million OP units until their redemption inMay 2022 . For the years endedDecember 31, 2021 and 2020, weighted average number of common shares includes 3.1 million OP units. NOI We believe NOI to be a useful measure of operating performance of our net leased and other real estate portfolios as they are more closely linked to the direct results of operations at the property level. NOI excludes historical cost depreciation and amortization, which are based on different useful life estimates depending on the age of the properties, as well as adjustments for the effects of real estate impairment and gains or losses on sales of depreciated properties, which eliminate differences arising from investment and disposition decisions. Additionally, by excluding corporate level expenses or benefits such as interest expense, any gain or loss on early extinguishment of debt and income taxes, which are incurred by the parent entity and are not directly linked to the operating performance of the Company's properties, NOI provides a measure of operating performance independent of the Company's capital structure and indebtedness. However, the exclusion of these items as well as others, such as capital expenditures and leasing costs, which are necessary to maintain the operating performance of the Company's properties, and transaction costs and administrative costs, may limit the usefulness of NOI. NOI may fail to capture significant trends in these components of GAAP net income (loss) which further limits its usefulness. 64
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NOI should not be considered as an alternative to net income (loss), determined in accordance with GAAP, as an indicator of operating performance. In addition, our methodology for calculating NOI involves subjective judgment and discretion and may differ from the methodologies used by other companies, when calculating the same or similar supplemental financial measures and may not be comparable with other companies. The following tables present a reconciliation of net income (loss) on our net leased and other real estate portfolios attributable to our common stockholders to NOI attributable to our common stockholders (dollars in thousands) for the years endedDecember 31, 2022 , 2021 and 2020:
Year Ended
2022 2021 2020 Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$ 45,788 $ (101,046) $ (353,299) Adjustments:
Net (income) loss attributable to non-net leased and
other real estate portfolios(1)
(32,342) 109,565 330,987 Net income (loss) attributable to noncontrolling interests in investment entities (12) (79) (7,201) Amortization of above- and below-market lease intangibles (364) (97) (415) Interest income - 18 (15) Interest expense on real estate 28,717 32,278 48,860 Other income (18) (3) (949) Transaction, investment and servicing expense 681 (35) 864 Depreciation and amortization 33,886 36,162 59,766 Impairment of operating real estate - - 42,814 Operating expense 231 233 379 Other gain on investments, net (10,287) (4,691) (11,829) Income tax expense (benefit) 231 (68) (327) NOI attributable to noncontrolling interest in investment entities (1,200) (15,323) (11,680) Total NOI, at share$ 65,311 $ 56,914 $ 97,955
________________________________________
(1)Net income (loss) attributable to non-net leased and other real estate
portfolios includes net (income) loss on our senior and mezzanine loans and
preferred equity, CRE debt securities and corporate business segments.
Liquidity and Capital Resources
Overview
Our material cash commitments include commitments to repay borrowings, finance our assets and operations, meet future funding obligations, make distributions to our stockholders and fund other general business needs. We use significant cash to make investments, meet commitments to existing investments, repay the principal of and interest on our borrowings and pay other financing costs, make distributions to our stockholders and fund our operations. Our primary sources of liquidity include cash on hand, cash generated from our operating activities and cash generated from asset sales and investment maturities. However, subject to maintaining our qualification as a REIT and our Investment Company Act exclusion, we may use several sources to finance our business, including bank credit facilities (including term loans and revolving facilities), master repurchase facilities and securitizations, as described below. In addition to our current sources of liquidity, there may be opportunities from time to time to access liquidity through public offerings of debt and equity securities. We have sufficient sources of liquidity to meet our material cash commitments for the next 12 months and beyond.
Financing Strategy
We have a multi-pronged financing strategy that includes an up to$165 million secured revolving credit facility as ofDecember 31, 2022 , up to approximately$2.3 billion in secured revolving repurchase facilities,$1.2 billion in non-recourse securitization financing,$628.7 million in commercial mortgages and$27.9 million in other asset-level financing structures (refer to "Bank Credit Facility" section below for further discussion). In addition, we may use other forms of financing, including additional warehouse facilities, public and private secured and unsecured debt issuances and equity or equity-related securities issuances by us or our subsidiaries. We may also finance a portion of our investments through the syndication of one 65
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or more interests in a whole loan. We will seek to match the nature and duration of the financing with the underlying asset's cash flow, including using hedges, as appropriate. Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
December 31, 2022 December 31, 2021
Debt-to-equity ratio(1) 2.0x 2.0x
_________________________________________
(1)Represents (i) total outstanding secured debt less cash and cash equivalents of$306.3 million and$259.7 million atDecember 31, 2022 andDecember 31, 2021 , respectively to (ii) total equity, in each case, at period end.
Potential Sources of Liquidity
As discussed in greater detail above under "Trends Affecting our Business," and "Factors Impacting Our Operating Results" overall market uncertainty coupled with rising inflation and interest rates have tempered the loan financing markets recently. A rising interest rate environment will result in increased interest expense on our variable rate debt that is not hedged and may result in disruptions to our borrowers' and tenants' ability to finance their activities, which would similarly adversely impact their ability to make their monthly mortgage payments and meet their loan obligations. Additionally, due to the current market conditions, warehouse lenders may take a more conservative stance by increasing funding costs, which may lead to margin calls. Our primary sources of liquidity include borrowings available under our credit facilities, master repurchase facilities and monthly mortgage payments from our borrowers. Bank Credit Facilities We use bank credit facilities (including term loans and revolving facilities) to finance our business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates. OnJanuary 28, 2022 ,BrightSpire Capital Operating Company, LLC ("BrightSpire OP") (together with certain subsidiaries of BrightSpire OP from time to time party thereto as borrowers, collectively, the "Borrowers") entered into an Amended and Restated Credit Agreement (the "Credit Agreement") withJPMorgan Chase Bank, N.A ., as administrative agent (the "Administrative Agent"), and the several lenders from time to time party thereto (the "Lenders"), pursuant to which the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to$165.0 million , of which up to$25.0 million is available as letters of credit. Loans under the Credit Agreement may be advanced inU.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs. The Credit Agreement amended and restated BrightSpire OP's prior$300.0 million revolving credit facility that would have matured onFebruary 1, 2022 . The Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount of up to$300.0 million , subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions. Advances under the Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower's election, either (x) an adjusted SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) theWall Street Journal's prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted SOFR rate plus 1.00%, plus a margin of 1.25%. An unused commitment fee at a rate of 0.25% or 0.35%, per annum, depending on the amount of facility utilization, applies toun -utilized borrowing capacity under the Credit Agreement. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR rate election is in effect. The maximum amount available for borrowing at any time under the Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of adjusted net book value. As of date hereof, the borrowing base valuation is sufficient to permit borrowings of up to$165.0 million . If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by 50% until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Credit Agreement terminates onJanuary 31, 2026 , at which time BrightSpire OP may, at its election and by written notice to the Administrative Agent, extend the termination date for two (2) additional terms of six (6) months each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date ofJanuary 31, 2027 . 66
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The obligations of the Borrowers under the Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of BrightSpire OP (the "Guarantors") in favor of the Administrative Agent (the "Guarantee and Collateral Agreement") and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors in which the proceeds of investment asset distributions are maintained. The Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on theNew York Stock Exchange , and limitations on debt, liens and restricted payments. In addition, the Credit Agreement includes the following financial covenants applicable to BrightSpire OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of BrightSpire OP to be greater than or equal to the sum of (i)$1,112,000,000 and (ii) 70% of the net cash proceeds received by BrightSpire OP from any offering of its common equity afterSeptember 30, 2021 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to BrightSpire OP, excluding any such proceeds that are contributed to BrightSpire OP within ninety (90) days of receipt and applied to acquire capital stock of BrightSpire OP; (b) BrightSpire OP's ratio of EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters to be not less than 1.50 to 1.00; (c) BrightSpire OP's minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) BrightSpire OP's ratio of consolidated total debt to consolidated total assets to be not more than 0.80 to 1.00. The Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of BrightSpire OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
As of
covenants under the Credit Agreement.
Master Repurchase Facilities
Currently, our primary source of financing is our Master Repurchase Facilities, which we use to finance the origination of senior loans. Repurchase agreements effectively allow us to borrow against loans that we own in an amount generally equal to (i) the market value of such loans multiplied by (ii) the applicable advance rate. Under these agreements, we sell our loans to a counterparty and agree to repurchase the same loans from the counterparty at a price equal to the original sales price plus an interest factor. During the term of a repurchase agreement, we receive the principal and interest on the related loans and pay interest to the lender under the master repurchase agreement. We intend to maintain formal relationships with multiple counterparties to obtain master repurchase financing of favorable terms.
During the year ended
Facilities as follows:
•Increased the borrowing capacity of Bank 7 by$100 million and extended the maturity date toApril 2025 , with a one-year extension option; •Increased the borrowing capacity of Bank 9 by$100 million and extended the maturity date toJune 2025 , with two one-year extension options; •Extended the maturity date of Bank 3 toApril 2025 , with two one-year extension options, and replaced LIBOR with SOFR as the benchmark applicable to loans entered into prior toJanuary 1, 2022 ; •Extended the maturity date of Bank 1 toJuly 2024 , with three one-year extension options, and replaced LIBOR with SOFR as the benchmark applicable to loans entered into prior toJanuary 1, 2022 ; and •Amended five individual facilities to reduce the minimum tangible net worth covenant requirement from$1.4 billion to$1.1 billion . 67
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The following table presents a summary of our Master Repurchase and Bank Credit
Facilities as of
Weighted Average
Maximum Current Final Maturity Weighted Average
Facility Size Borrowings (Years) Interest Rate(1)
Master Repurchase Facilities
Bank 1 $ 400,000 $ 220,054 4.5 SOFR + 1.86%
Bank 3 600,000 415,892 4.3 SOFR + 2.05%
Bank 7 600,000 351,539 3.3 LIBOR/SOFR + 1.85%
Bank 8 250,000 105,104 2.4 LIBOR/SOFR + 2.39%
Bank 9 400,000 247,404 4.4 LIBOR/SOFR + 1.73%
Total Master Repurchase Facilities 2,250,000 1,339,993
Bank Credit Facility 165,000 - - SOFR + 2.25%
Total Facilities $ 2,415,000 $ 1,339,993
_________________________________________
(1)The Company utilized the Secured Overnight Financing Rate ("SOFR") for all
deals beginning
The following table presents the quarterly average unpaid principal balance
("UPB"), end of period UPB and the maximum UPB at any month-end related to our
Master Repurchase Facilities, Bank Credit Facility and CMBS Credit Facilities
dollars in thousands):
Quarterly Maximum UPB at
Quarter Ended Average UPB End of Period UPB Any Month-End
December 31, 2022 $ 1,436,829 $ 1,339,993 $ 1,434,901
September 30, 2022 1,510,616 1,533,664 1,537,511
June 30, 2022 1,343,678 1,487,567 1,503,297
March 31, 2022 1,052,455 1,199,789 1,199,789
December 31, 2021 731,792 905,122 905,122
September 30, 2021 780,625 558,461 622,961
June 30, 2021 895,356 1,002,789 1,002,789
March 31, 2021 661,573 787,923 787,923
The decrease in our end of period UPB from
2022
Securitizations
We may seek to utilize non-recourse long-term securitizations of our investments in mortgage loans, especially loan originations, to the extent consistent with the maintenance of our REIT qualification and exclusion from the Investment Company Act in order to generate cash for funding new investments. This would involve conveying a pool of assets to a special purpose vehicle (or the issuing entity), which would issue one or more classes of non-recourse notes pursuant to the terms of an indenture. The notes would be secured by the pool of assets. In exchange for the transfer of assets to the issuing entity, we would receive the cash proceeds on the sale of non-recourse notes and a 100% interest in the equity of the issuing entity. The securitization of our portfolio investments might magnify our exposure to losses on those portfolio investments because any equity interest we retain in the issuing entity would be subordinate to the notes issued to investors and we would, therefore, absorb all of the losses sustained with respect to a securitized pool of assets before the owners of the notes experience any losses.
In
wholly-owned subsidiaries, CLNC 2019-
(collectively, "CLNC 2019-FL1"), which resulted in the sale of
investment grade notes.
On
announced that LIBOR tenors relevant to CLNC 2019-FL1 would cease to be
published or no longer be representative after
Reference Rates Committee (the "ARRC") interpreted this announcement to
constitute a benchmark transition event. As of
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benchmark index interest rate was converted from LIBOR to SOFR, plus a benchmark adjustment of 11.448 basis points with a lookback period equal to the number of calendar days in the applicable Interest Accrual Period plus two SOFR business days, conforming with the indenture agreement and recommendations from the ARRC. Compounded SOFR for any interest accrual period shall be the "30-Day Average SOFR" as published by theFederal Reserve Bank of New York on each benchmark determination date. As ofFebruary 19, 2022 , the benchmark index interest rate was converted from Compounded SOFR to Term SOFR, plus a benchmark adjustment of 11.448 basis points, pursuant to the indenture agreement. Term SOFR for any interest accrual period shall be the one-month CME Term SOFR reference rate as published by the CME Group benchmark administration on each benchmark determination date. As ofDecember 31, 2022 , half of the CLNC 2019-FL1 mortgage assets are indexed to LIBOR and the borrowings under CLNC 2019-FL1 are indexed to Term SOFR, creating an underlying benchmark index rate basis difference between a portion of the CLNC 2019-FL1 assets and liabilities, which is meant to be mitigated by the benchmark replacement adjustment described above. We have the right to transition the CLNC 2019-FL1 mortgage assets to SOFR, eliminating the basis difference between CLNC 2019-FL1 assets and liabilities, and will make the determination taking into account the loan portfolio as a whole. The transition to SOFR is not expected to have a material impact to CLNC 2019-FL1's assets and liabilities and related interest expense. CLNC 2019-FL1 included a two-year reinvestment feature that allowed us to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in CLNC 2019-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for CLNC 2019-FL1 expired onOctober 19, 2021 . During 2022 and throughFebruary 17, 2023 , 10 loans held in CLNC 2019-FL1 were fully repaid, and three loans partially repaid totaling$368.0 million . During the fourth quarter of 2022, one loan investment held in CLNC 2019-FL1 was removed as a result of the loan becoming a credit risk collateral interest, totaling$59.9 million . We exchanged the credit risk collateral interest for substitute loan investments equal to the par principal balance of the credit risk collateral interest. The proceeds from the repayments were used to amortize the securitization bonds in accordance with the securitization priority of payments. As ofFebruary 17, 2023 , the securitization advance rate was 74.0% at a weighted average cost of funds of Adjusted Term SOFR plus 1.86% (before transaction costs). Additionally, CLNC 2019-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. While we continue to closely monitor all loan investments contributed to CLNC 2019-FL1, a deterioration in the performance of an underlying loan could negatively impact our liquidity position. InJuly 2021 , we executed a securitization transaction through our subsidiaries BRSP 2021-FL1 Ltd. and BRSP 2021-FL1, LLC , which resulted in the sale of$670 million of investment grade notes. The securitization reflects an advance rate of 83.75% at a weighted cost of funds of LIBOR plus 1.49% (before transaction expenses) and is collateralized by a pool of 29 senior loan investments. BRSP 2021-FL1 includes a two-year reinvestment feature that allows us to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. In addition to existing eligible loans available for reinvestment, the continued origination of securitization eligible loans is required to ensure that we reinvest the available proceeds within BRSP 2021-FL1. During 2022 and throughFebruary 17, 2023 , 11 loans held in BRSP 2021-FL1 were fully repaid, totaling$204.6 million . We replaced the repaid loans by contributing existing loan investments of equal value. Additionally, BRSP 2021-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. We will continue to closely monitor all loan investments contributed to BRSP 2021-FL1, a deterioration in the performance of an underlying loan could negatively impact our liquidity position.
Other potential sources of financing
In the future, we may also use other sources of financing to fund the
acquisition of our target assets, including secured and unsecured forms of
borrowing and selective wind-down and dispositions of assets. We may also seek
to raise equity capital or issue debt securities in order to fund our future
investments.
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Liquidity Needs
In addition to our loan origination activity and general operating expenses, our primary liquidity needs include interest and principal payments under our Bank Credit Facility, securitization bonds, and secured debt. Information concerning our contractual obligations and commitments to make future payments, including our commitments to repay borrowings, is included in the following table as ofDecember 31, 2022 . This table excludes our obligations that are not fixed and determinable (dollars in thousands): Payments Due by Period More than 5 Total Less than a Year 1-3 Years 3-5 Years Years Bank credit facility(1)$ 1,657 $ 413$ 825 $ 419 $ - Secured debt(2) 2,471,580 552,294 1,545,380 118,675 255,231 Securitization bonds payable(3) 1,211,042 533,250 677,792 - - Ground lease obligations(4) 27,575 3,110 4,361 3,828 16,276 Office leases 8,429 1,239 2,600 2,662 1,928$ 3,720,283 $ 1,090,306 $ 2,230,958 $ 125,584 $ 273,435 Lending commitments(5) 263,393 Total$ 3,983,676
_________________________________________
(1)Future interest payments were estimated based on the applicable index atDecember 31, 2022 and unused commitment fee of 0.25% per annum, assuming principal is repaid on the current maturity date ofJanuary 2027 . (2)Amounts include minimum principal and interest obligations through the initial maturity date of the collateral assets. Interest on floating rate debt was determined based on the applicable index atDecember 31, 2022 . (3)The timing of future principal payments was estimated based on expected future cash flows of underlying collateral loans. Repayments are estimated to be earlier than contractual maturity only if proceeds from underlying loans are repaid by the borrowers. (4)The amounts represent minimum future base rent commitments through initial expiration dates of the respective noncancellable operating ground leases, excluding any contingent rent payments. Rents paid under ground leases are recoverable from tenants. (5)Future lending commitments may be subject to certain conditions that borrowers must meet to qualify for such fundings. Commitment amount assumes future fundings meet the terms to qualify for such fundings.
Share Repurchases
InMay 2022 , our board of directors authorized a stock repurchase program ("Stock Repurchase Program") under which we may repurchase up to$100.0 million of our outstanding Class A common stock untilApril 30, 2023 . Under the Stock Repurchase Program, we may repurchase shares in open market purchases, in privately negotiated transactions or otherwise. We have a written trading plan as part of the Share Repurchase Program that provides for share repurchases in open market transactions that is intended to comply with Rule 10b-18 under the "Exchange Act". The Stock Repurchase Program will be utilized at our discretion and in accordance with the requirements of theSEC . The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions. During the three months endedJune 30, 2022 , we repurchased 2.2 million shares of Class A common stock at a weighted average price of$8.40 per share for an aggregate cost of$18.3 million . Additionally, and separate from the Stock Repurchase Program, we redeemed the 3.1 million total outstanding membership units in the OP held by a third-party representing noncontrolling interests at a price of$8.25 per unit for a total cost of$25.4 million .
During the three months ended
repurchases, and as of
available to make repurchases under the Stock Repurchase Plan.
Cash Flows
The following presents a summary of our consolidated statements of cash flows
for the years ended
Year Ended December 31,
Cash flow provided by (used in): 2022 2021 2020
Operating activities $ 125,277 $ (21,270) $ 96,356
Investing activities 89,337 (555,789) 1,002,742
Financing activities (161,451) 384,356 (754,062)
Operating Activities
Cash inflows from operating activities are generated primarily through interest
received from loans receivable and securities, and property operating income
from our real estate portfolio. This is partially offset by payment of interest
expenses for credit
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facilities and mortgages payable, and operating expenses supporting our various lines of business, including property management and operations, loan servicing and workout of loans in default, investment transaction costs, as well as general administrative costs. Our operating activities provided net cash inflows of$125.3 million in year endedDecember 31, 2022 . Our operating activities used net cash outflows of$21.3 million for the year endedDecember 31, 2021 and provided net cash inflows of$96.4 million for the year endedDecember 31, 2020 . Net cash provided by operating activities increased for the year endedDecember 31, 2022 compared to the year endedDecember 31, 2021 primarily due to higher income earned as a result of loan originations, higher interest rates and lower operating expenses following the Internalization onApril 30, 2021 . We believe cash flows from operations, available cash balances and our ability to generate cash through short and long-term borrowings are sufficient to fund our operating liquidity needs.
Investing Activities
Investing activities include cash outlays for acquisition of real estate, disbursements on new and/or existing loans, and contributions to unconsolidated ventures, which are partially offset by repayments and sales of loan receivables, distributions of capital received from unconsolidated ventures, proceeds from sale of real estate, as well as proceeds from maturity or sale of securities. Investing activities generated net cash inflows of$89.3 million for the year endedDecember 31, 2022 . Net cash provided by investing activities in 2022 resulted primarily from originations and future advances on our loans held for investment, net of$972.1 million partially offset by repayments on loans held for investment of$909.8 million , proceeds from sales of real estate of$55.6 million , proceeds from sales of investments in unconsolidated ventures of$38.1 million , proceeds from sales of beneficial interests of securitization trusts of$36.2 million and repayments of principal in mortgage loans held in securitization trusts of$18.7 million . Investing activities used net cash outflows of$555.8 million for the year endedDecember 31, 2021 . Net cash used in investing activities in 2021 resulted primarily from originations and future advances on our loans and preferred equity held for investment, net of$1.8 billion partially offset by repayments on loan and preferred equity held for investment of$485.4 million , proceeds from sales of real estate of$332.0 million , proceeds from the sale of investments in unconsolidated ventures of$198.4 million and repayments of principal in mortgage loans held in securitization trusts of$78.9 million . Investing activities generated net cash inflows of$1.0 billion for the year endedDecember 31, 2020 . Net cash provided by investing activities in 2020 resulted primarily from proceeds from sales of real estate of$454.6 million , repayments on loan and preferred equity held for investment of$434.7 million , proceeds from sale of real estate securities, available for sale of$149.6 million , proceeds from sales of loans held for sale of$137.1 million and proceeds from sale of investments in unconsolidated ventures of$108.4 million partially offset by originations and future advances on our loans and preferred equity held for investment, net of$297.0 million , and contributions to investments in unconsolidated ventures of$48.9 million .
Financing Activities
We finance our investing activities largely through borrowings secured by our investments along with capital from third party or affiliated co-investors. We also have the ability to raise capital in the public markets through issuances of common stock, as well as draw upon our corporate credit facility, to finance our investing and operating activities. Accordingly, we incur cash outlays for payments on third party debt, dividends to our common stockholders and throughMay 27, 2022 , on distributions to our noncontrolling interests. Financing activities used net cash of$161.5 million for the year endedDecember 31, 2022 , which resulted primarily from borrowings from credit facilities of$771.5 million partially offset by repayment of securitization bonds of$337.7 million , repayment of credit facilities of$336.8 million , distributions paid on common stock of$100.5 million , repayment of mortgage notes of$85.2 million , redemption of OP units of$25.4 million , repayment of mortgage obligations issued by securitization trusts of$18.7 million and repurchase of common stock of$18.3 million . Financing activities provided net cash of$384.4 million for the year endedDecember 31, 2021 . Net cash provided by financing activities in 2021 resulted primarily from borrowings from credit facilities and securitization bonds in the amounts of$1.3 billion and of$670.0 million , respectively, partially offset by repayment of credit facilities of$955.3 million , repayment of mortgage notes of$266.6 million , distributions to noncontrolling interests in the amount of$255.5 million and repayment of mortgage obligations issued by securitization trusts of$78.9 million . Financing activities used net cash of$754.1 million for the year endedDecember 31, 2020 . Net cash used in financing activities in 2020 resulted primarily from repayment of credit facilities of$862.6 million , repayment of mortgage notes of$240.1 million , distributions paid on common stock and to noncontrolling interests of$52.6 million and distributions to noncontrolling interests 71
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of$31.3 million . This was partially offset by borrowings from credit facilities of$298.6 million , contributions to a COVID-19 related financing secured inJune 2020 for balance sheet protective purposes managed by Goldman Sachs (the "5-Investment Preferred Financing") of$200.0 million , and borrowings from mortgage notes of$18.6 million .
Underwriting, Asset and Risk Management
We closely monitor our portfolio and actively manage risks associated with,
among other things, our assets and interest rates. Prior to investing in any
particular asset, the underwriting team, in conjunction with third party
providers, undertakes a rigorous asset-level due diligence process, involving
intensive data collection and analysis, to ensure that we understand fully the
state of the market and the risk-reward profile of the asset. Beginning in 2021,
our investment and portfolio management and risk assessment practices diligence
the environmental, social and governance ("ESG") standards of our business
counterparties, including borrowers, sponsors and that of our investment assets
and underlying collateral, which may include sustainability initiatives,
recycling, energy efficiency and water management, volunteer and charitable
efforts, anti-money laundering and know-your-client policies, and diversity,
equity and inclusion practices in workforce leadership, composition and hiring
practices. Prior to making a final investment decision, we focus on portfolio
diversification to determine whether a target asset will cause our portfolio to
be too heavily concentrated with, or cause too much risk exposure to, any one
borrower, real estate sector, geographic region, source of cash flow for payment
or other geopolitical issues. If we determine that a proposed acquisition
presents excessive concentration risk, it may determine not to acquire an
otherwise attractive asset.
For each asset that we acquire, our asset management team engages in active
management of the asset, the intensity of which depends on the attendant risks.
The asset manager works collaboratively with the underwriting team to formulate
a strategic plan for the particular asset, which includes evaluating the
underlying collateral and updating valuation assumptions to reflect changes in
the real estate market and the general economy. This plan also generally
outlines several strategies for the asset to extract the maximum amount of value
from each asset under a variety of market conditions. Such strategies may vary
depending on the type of asset, the availability of refinancing options,
recourse and maturity, but may include, among others, the restructuring of
non-performing or sub-performing loans, the negotiation of discounted pay-offs
or other modification of the terms governing a loan, and the foreclosure and
management of assets underlying non-performing loans in order to reposition them
for profitable disposition. We continuously track the progress of an asset
against the original business plan to ensure that the attendant risks of
continuing to own the asset do not outweigh the associated rewards. Under these
circumstances, certain assets will require intensified asset management in order
to achieve optimal value realization.
Our asset management team engages in a proactive and comprehensive on-going
review of the credit quality of each asset it manages. In particular, for debt
investments on at least an annual basis, the asset management team will evaluate
the financial wherewithal of individual borrowers to meet contractual
obligations as well as review the financial stability of the assets securing
such debt investments. Further, there is ongoing review of borrower covenant
compliance including the ability of borrowers to meet certain negotiated debt
service coverage ratios and debt yield tests. For equity investments, the asset
management team, with the assistance of third-party property managers, monitors
and reviews key metrics such as occupancy, same store sales, tenant payment
rates, property budgets and capital expenditures. If through this analysis of
credit quality, the asset management team encounters declines in credit quality
not in accord with the original business plan, the team evaluates the risks and
determine what changes, if any, are required to the business plan to ensure that
the attendant risks of continuing to hold the investment do not outweigh the
associated rewards.
In addition, the audit committee of our Board of Directors, in consultation with
management, periodically reviews our policies with respect to risk assessment
and risk management, including key risks to which we are subject, including
credit risk, liquidity risk and market risk, and the steps that management has
taken to monitor and control such risks.
Inflation
Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance significantly more than inflation does. A change in interest rates may correlate with the inflation rate. Substantially all of the leases at our multifamily properties allow for monthly or annual rent increases which provide us with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize the risks of inflation on our multifamily properties.
Refer to Item 7A, "Quantitative and Qualitative Disclosures About Market Risk"
for additional details.
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Critical Accounting Policies and Estimates
Preparation of financial statements in accordance withU.S. generally accepted accounting principles requires the use of estimates and assumptions that involve the exercise of judgment and that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies are considered to be critical accounting policies. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require subjective and complex judgments, and for which the impact of changes in estimates and assumptions could have a material effect on our financial statements. During 2022, we reviewed and evaluated our critical accounting policies and estimates and we believe they are appropriate. The following is a summary of our credit losses policy, which we believe is the most affected by our judgments, estimates, and assumptions. Credit Losses The current expected credit loss ("CECL") reserve for our financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans, loan commitments and trade receivables, represents a lifetime estimate of expected credit losses. Factors considered by us when determining the CECL reserve include loan-specific characteristics such as loan-to-value ("LTV") ratio, vintage year, loan term, property type, occupancy and geographic location, financial performance of the borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and reasonable and supportable forecasts. The general CECL reserve is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, we measure the CECL reserve on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset's risk characteristics change, we evaluate whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually. In measuring the general CECL reserve for financial instruments that share similar risk characteristics, we primarily apply a probability of default ("PD")/loss given default ("LGD") model for instruments that are collectively assessed, whereby the CECL reserve is calculated as the product of PD, LGD and exposure at default ("EAD"). Our model principally utilizes historical loss rates derived from a commercial mortgage-backed securities database with historical losses from 1998 throughDecember 2022 provided by a third party,Trepp LLC , forecasting the loss parameters using a scenario-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by a straight-line reversion period of twelve-months back to average historical losses. For determining a specific CECL reserve, financial instruments are assessed outside of the PD/LGD model on an individual basis. This occurs when it is probable that we will be unable to collect the full payment of principal and interest on the instrument. We apply a discounted cash flow ("DCF") methodology for financial instruments where the borrower is experiencing financial difficulty based on our assessment at the reporting date, and the repayment is expected to be provided substantially through the operation or sale of the collateral. Additionally, we may elect to use as a practical expedient to determine the fair value of the collateral at the reporting date when determining the specific CECL reserve. In developing the CECL reserve for our loans and preferred equity held for investment, we consider the risk ranking of each loan and preferred equity as a key credit quality indicator. The risk rankings are based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, our loans and preferred equity held for investment are rated "1" through "5," from less risk to greater risk, and the ratings are updated quarterly. At the time of origination or purchase, loans and preferred equity held for investment are ranked as a "3" and will move accordingly going forward based on the ratings which are defined as follows: 1.Very Low Risk-The loan is performing as agreed. The underlying property performance has exceeded underwritten expectations with very strong NOI, debt service coverage ratio, debt yield and occupancy metrics. Sponsor is investment grade, very well capitalized, and employs a very experienced management team. 2.Low Risk-The loan is performing as agreed. The underlying property performance has met or exceeds underwritten expectations with high occupancy at market rents, resulting in consistent cash flow to service the debt. Strong sponsor that is well capitalized with an experienced management team. 73
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3.Average Risk-The loan is performing as agreed. The underlying property performance is consistent with underwriting expectations. The property generates adequate cash flow to service the debt, and/or there is enough reserve or loan structure to provide time for sponsor to execute the business plan. Sponsor has routinely met its obligations and has experience owning/operating similar real estate.
4.High Risk/Delinquent/Potential for Loss-The loan is in excess of 30 days
delinquent and/or has a risk of a principal loss. The underlying property
performance is behind underwritten expectations. Loan covenants may require
occasional waivers/modifications. Sponsor has been unable to execute its
business plan and local market fundamentals have deteriorated. Operating cash
flow is not sufficient to service the debt and debt service payments may be
coming from sponsor equity/loan reserves.
5.Impaired/Defaulted/Loss Likely-The loan is in default or a default is imminent, and has a high risk of a principal loss, or has incurred a principal loss. The underlying property performance is significantly worse than underwritten expectation and sponsor has failed to execute its business plan. The property has significant vacancy and current cash flow does not support debt service. Local market fundamentals have significantly deteriorated resulting in depressed comparable property valuations versus underwriting. We also consider qualitative and environmental factors, including, but not limited to, economic and business conditions, nature and volume of the loan portfolio, lending terms, volume and severity of past due loans, concentration of credit and changes in the level of such concentrations in its determination of the CECL reserve. We have elected to not measure a CECL reserve for accrued interest receivable as it is reversed against interest income when a loan or preferred equity investment is placed on nonaccrual status. Loans and preferred equity investments are charged off when all or a portion of the principal amount is determined to be uncollectible. Changes in the CECL reserve for our financial instruments are recorded in increase/decrease in current expected credit loss reserve on the consolidated statements of operations with a corresponding offset to the loans and preferred equity held for investment or as a component of other liabilities for future loan fundings recorded on our consolidated balance sheets. The CECL accounting estimate is subject to uncertainty from quarter to quarter as our loan portfolio changes and market and economic conditions evolve. The sensitivity of each assumption and its impact on the CECL reserve may change over time and from period to period.
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