BrightSpire Capital, Inc. (BRSP)
SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1717547. Latest filing source: 0001717547-26-000008.
Informational only - descriptive public-record data, not investment advice.
Business
Read BRSP's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read BRSP's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 330,587,000 | USD | 2025 | 2026-02-18 |
| Net income | -31,148,000 | USD | 2025 | 2026-02-18 |
| Assets | 3,564,830,000 | USD | 2025 | 2026-02-18 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001717547.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 158,270,000 | 189,464,000 | 500,788,000 | 588,602,000 | 291,012,000 | 194,306,000 | 364,618,000 | 415,081,000 | 358,805,000 | 330,587,000 |
| Net income | 76,051,000 | 88,504,000 | -168,498,000 | -414,512,000 | -353,299,000 | -101,046,000 | 45,788,000 | -15,549,000 | -131,979,000 | -31,148,000 |
| Diluted EPS | -3.25 | -2.75 | -0.79 | 0.34 | -0.12 | -1.05 | -0.26 | |||
| Operating cash flow | 88,508,000 | 106,982,000 | 100,722,000 | 137,176,000 | 96,356,000 | -21,270,000 | 125,277,000 | 137,624,000 | 103,405,000 | 73,025,000 |
| Capital expenditures | 67,000 | 312,000 | 415,117,000 | 24,218,000 | 23,210,000 | 9,923,000 | 3,965,000 | 7,056,000 | 6,093,000 | 17,943,000 |
| Dividends paid | 0.00 | 0.00 | 185,291,000 | 217,721,000 | 51,707,000 | 51,916,000 | 99,391,000 | 103,951,000 | 99,060,000 | 83,000,000 |
| Share buybacks | 0.00 | 0.00 | 18,320,000 | 0.00 | 6,593,000 | 10,934,000 | ||||
| Assets | 1,839,402,000 | 8,660,730,000 | 7,414,306,000 | 6,211,937,000 | 5,638,369,000 | 4,750,389,000 | 4,198,254,000 | 3,723,478,000 | 3,564,830,000 | |
| Liabilities | 431,832,000 | 5,815,528,000 | 5,212,956,000 | 4,253,259,000 | 4,147,054,000 | 3,361,365,000 | 2,919,788,000 | 2,677,667,000 | 2,636,425,000 | |
| Stockholders' equity | 1,079,808,000 | 2,706,905,000 | 2,119,022,000 | 1,665,673,000 | 1,455,288,000 | 1,387,768,000 | 1,277,335,000 | 1,048,218,000 | 938,432,000 | |
| Cash and cash equivalents | 13,982,000 | 25,204,000 | 77,317,000 | 69,619,000 | 474,817,000 | 259,722,000 | 306,320,000 | 257,506,000 | 302,173,000 | 66,789,000 |
| Free cash flow | 88,441,000 | 106,670,000 | -314,395,000 | 112,958,000 | 73,146,000 | -31,193,000 | 121,312,000 | 130,568,000 | 97,312,000 | 55,082,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 48.05% | 46.71% | -33.65% | -70.42% | -121.40% | -52.00% | 12.56% | -3.75% | -36.78% | -9.42% |
| Return on equity | 8.20% | -6.22% | -19.56% | -21.21% | -6.94% | 3.30% | -1.22% | -12.59% | -3.32% | |
| Return on assets | 4.81% | -1.95% | -5.59% | -5.69% | -1.79% | 0.96% | -0.37% | -3.54% | -0.87% | |
| Liabilities / equity | 0.40 | 2.15 | 2.46 | 2.55 | 2.85 | 2.42 | 2.29 | 2.55 | 2.81 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001717547-26-000008; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001717547-26-000008; concept PaymentsForCapitalImprovements; source concepts us-gaap:PaymentsForCapitalImprovements | Free cash flow: accession 0001717547-26-000008; concept NetCashProvidedByUsedInOperatingActivities - PaymentsForCapitalImprovements; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsForCapitalImprovements
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: PaymentsForCapitalImprovements. Source concepts: us-gaap:PaymentsForCapitalImprovements.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001717547-26-000008; filed 2026-02-18. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsForCapitalImprovements. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsForCapitalImprovements.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001717547.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q3 | 2022-09-30 | -0.16 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.03 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | -0.06 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 102,732,000 | 12,389,000 | 0.09 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 102,759,000 | -16,324,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 95,767,000 | -57,103,000 | -0.45 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 91,417,000 | -67,860,000 | -0.53 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 88,151,000 | 12,729,000 | 0.09 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 83,469,000 | -19,742,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 77,562,000 | 5,342,000 | 0.04 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 85,924,000 | -23,118,000 | -0.19 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 83,938,000 | 984,000 | 0.00 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 83,162,000 | -14,355,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 85,140,000 | 4,845,000 | 0.03 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 83,548,000 | -18,334,000 | -0.15 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001717547-26-000062; filed 2026-07-29. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001717547-26-000062; filed 2026-07-29. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001717547-26-000062; filed 2026-07-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001717547-26-000062.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto, which are included in Item 1 of this Quarterly Report, as well as the information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, which is accessible on the SEC’s website at www.sec.gov.
Introduction
We are an internally-managed 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. CRE debt investments primarily consist of senior 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 senior mortgages on the same properties.
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 (the “OP”).
Our Target Assets
Our investment strategy is to originate and selectively acquire our target assets, which consist of the following:
•Senior Loans. Our primary focus is originating and selectively acquiring senior loans that are backed by CRE assets. These loans are secured by a first mortgage lien on a commercial property and provide mortgage financing to a commercial property developer or owner. The loans may vary in duration, bear interest at a fixed or floating rate and amortize, if at all, over varying periods, often with a balloon payment of principal at maturity. Senior loans may include junior participations in our originated senior loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio. We believe these junior participations are more like the senior loans we originate than other loan types given their credit quality and risk profile.
•Mezzanine Loans. We may originate or acquire mezzanine loans, which are structurally subordinate to senior loans, but senior to the borrower’s equity position. Generally, we will originate or acquire these loans if we believe we have the ability to protect our position and fund the first mortgage, if necessary. Mezzanine loans may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We may also pursue equity participation opportunities in instances when the risk-reward characteristics of the investment warrant additional upside participation in the possible appreciation in value of the underlying assets securing the investment.
•Preferred Equity. We may make investments that are subordinate to senior and mezzanine loans, but senior to the common equity in the mortgage borrower. Preferred equity investments may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We also may pursue equity participation opportunities in preferred equity investments, like such participations in mezzanine loans.
Our operating and reportable segments are Senior and Mezzanine Loans and Preferred Equity, and Net Leased and Other Real Estate and Corporate and Other.
The allocation of our capital among our target assets will depend on prevailing market conditions at the time we invest and may change over time in response to different prevailing market conditions. In addition, in the future, we may invest in assets other than our target assets or change our target assets. With respect to all our investments, we invest so as to maintain our qualification as a REIT for U.S. federal income tax purposes and our exclusion or exemption from regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
We believe that events in the financial markets from time to time have created and will continue to create dislocation between price and intrinsic value in certain asset classes as well as a supply and demand imbalance of available credit to finance these assets. We believe that our in-depth understanding of CRE and real estate-related investments, in-house underwriting, asset management, special servicing and resolution capabilities, provides an extensive platform to regularly evaluate our investments and determine primary, secondary or alternative disposition strategies. This includes intermediate servicing and negotiating, restructuring of non-performing investments, foreclosure considerations, management or development of owned real estate, in each case to reposition and achieve optimal value realization for us and our stockholders. Depending on the nature of the underlying investment, we may pursue repositioning strategies through judicious capital investment in order to extract
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maximum value from the investment or recognize unanticipated losses to reinvest resulting liquidity in higher-yielding performing investments.
Our Business Segments
We present our business through three operating and reportable segments:
•Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior and mezzanine loans, and preferred equity interests as well as participations in such loans.
•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 one investment with direct ownership in commercial real estate, four additional properties that we acquired through foreclosure or deed-in-lieu of foreclosure and two properties that we consolidate as the primary beneficiary.
•Corporate and Other—includes corporate-level asset management and other fees including expenses related to our secured revolving credit facility (the “Bank Credit Facility”) and compensation and benefits. It also includes money market income on our cash balances and a sub-portfolio of private equity funds.
Significant Developments
During the three months ended June 30, 2026, and through July 28, 2026, significant developments affecting our business and results of operations of our portfolio included the following:
Capital Resources
•Declared and paid a second quarter dividend of $0.16 per share on July 15, 2026;
•Under our Stock Repurchase Program, we have repurchased 3.8 million shares of our Class A common stock at an aggregate cost of $21.0 million; and
•Extended our Bank 1 Master Repurchase Facility to October 2028.
Our Portfolio
•We originated 13 senior mortgage loans for a total commitment of $435.7 million;
•We received loan repayment proceeds of $150.7 million from eight loans;
•We continued to make progress resolving our watchlist (loans with a risk ranking of 4 or 5):
◦Received total repayment proceeds of $97.5 million related to three risk ranked 5 loans;
•As of July 28, 2026, our watchlist (loans with a risk ranking of 4 or 5) consisted of the following (refer to “Our Portfolio” for further discussion):
◦Four loans with a risk ranking of 4 and total carrying value of $135.9 million;
•Our general CECL reserve increased by $12.5 million from March 31, 2026 to June 30, 2026. At June 30, 2026, our general CECL reserve for our outstanding loans and future loan funding commitments is $99.7 million, which is 3.27% of the aggregate commitment amount of our loan portfolio;
•We recorded specific CECL reserves of $1.0 million related to three multifamily loans that were also charged off during the three months ended June 30, 2026 following repayment of each loan. At June 30, 2026, there were no specific CECL reserves on our consolidated balance sheets;
•Classified one industrial portfolio with a carry value of $223.1 million as real estate held for sale; we also classified one multifamily property with a carry value of $25.3 million as real estate held for sale and recorded our share of GAAP impairment of $3.8 million. Purchase and sale agreements have been executed on both properties and we expect both sales to close in the third quarter of 2026;
•In July 2026, executed a purchase and sale agreement to sell the Fort Worth, Texas multifamily property that is expected to close in the third quarter of 2026 and generate gross proceeds of $32.5 million; and
•Recorded total GAAP impairment at our share of $5.5 million on two retail properties, while deconsolidating the assets and liabilities of one following the loss of control. We previously recorded non-GAAP impairment on these properties; therefore, the undepreciated book value impact of the impairment was immaterial. Refer to “Non-GAAP Supplemental Measures” for further discussion.
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Financial Results
•Generated GAAP net loss of $18.3 million, or $(0.15) per basic and diluted share, Distributable Earnings of $15.8 million or $0.12 per share and Adjusted Distributable Earnings of $16.8 million or $0.13 per share for the three months ended June 30, 2026. Distributable Earnings and Adjusted Distributable Earnings are non-GAAP financial measures. A reconciliation of these measures to net loss attributable to the Company’s common stockholders is in the section “Non-GAAP Supplemental Financial Measures” below.
Trends Affecting Our Business
Global Markets
Commercial real estate markets continue to be influenced by elevated interest rates, reduced transaction activity, uncertainty from the Administration’s tariff initiative and trade policy, ongoing geopolitical conflict in the Middle East, and renewed inflationary pressure, particularly in energy prices. The Federal Reserve held the federal funds rate steady at its June 2026 meeting, marking its fourth consecutive meeting without a change, and removed language from prior policy statements that had signaled a bias toward future rate cuts. Certain Federal Reserve officials have indicated that further increases in the federal funds rate are possible later in 2026 if inflationary pressures persist, while other officials continue to anticipate the potential for rate reductions; it is uncertain as to if, when, in which direction, how many and by how much any subsequent changes in the federal funds rate will occur. Higher borrowing costs and conservative lending practices have pressured property valuations and refinancing activity, particularly for loans originated in prior low‑rate environments. To the extent certain of our borrowers are experiencing significant financial dislocation as a result of economic conditions, we have and may continue to use interest and other reserves and/or replenishment obligations of the borrower and/or guarantors to meet current interest payment obligations for a limited period.
Property fundamentals remain mixed by sector and geography. Multifamily and industrial assets have generally demonstrated more resilient performance, though rent growth has moderated in select markets. Other than in select cities such as Manhattan, NY, Dallas, TX and San Francisco, CA, office properties continue to face structural and demand‑related challenges, which may adversely affect occupancy, cash flows, and valuations, particularly for older or less competitive assets. Given the continuing uncertainty in the office market, there is risk of future v
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Introduction
We are an internally-managed 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. CRE debt investments primarily consist of senior 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 senior 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 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 (the “OP”).
Our Target Assets
Our investment strategy is to originate and selectively acquire our target assets, which consist of the following:
•Senior Loans. Our primary focus is originating and selectively acquiring senior loans that are backed by CRE assets. These loans are secured by a first mortgage lien on a commercial property and provide mortgage financing to a commercial property developer or owner. The loans may vary in duration, bear interest at a fixed or floating rate and amortize, if at all, over varying periods, often with a balloon payment of principal at maturity. Senior loans may include junior participations in our originated senior loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio. We believe these junior participations are more like the senior loans we originate than other loan types given their credit quality and risk profile.
•Mezzanine Loans. We may originate or acquire mezzanine loans, which are structurally subordinate to senior loans, but senior to the borrower’s equity position. Generally, we will originate or acquire these loans if we believe we have the ability to protect our position and fund the first mortgage, if necessary. Mezzanine loans may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We may also pursue equity participation opportunities in instances when the risk-reward characteristics of the investment warrant additional upside participation in the possible appreciation in value of the underlying assets securing the investment.
•Preferred Equity. We may make investments that are subordinate to senior and mezzanine loans, but senior to the common equity in the mortgage borrower. Preferred equity investments may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We also may pursue equity participation opportunities in preferred equity investments, like such participations in mezzanine loans.
•Net Leased and Other Real Estate. We may occasionally invest directly in well-located 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. In addition, tenants of our properties typically pay rent increases based on fixed increases or additional rent calculated as a percentage of the tenants’ gross sales above a specified level. We believe that a portfolio of properties under long-term, net lease agreements generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.
Our operating and reportable segments are Senior and Mezzanine Loans and Preferred Equity and Net Leased and Other Real Estate, both of which are included in our target assets, and Corporate and Other.
The allocation of our capital among our target assets will depend on prevailing market conditions at the time we invest and may change over time in response to different prevailing market conditions. In addition, in the future, we may invest in assets other
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than our target assets or change our target assets. With respect to all our investments, we invest so as to maintain our qualification as a REIT for U.S. federal income tax purposes and our exclusion or exemption from regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
We believe that events in the financial markets from time to time have created and will continue to create dislocation between price and intrinsic value in certain asset classes as well as a supply and demand imbalance of available credit to finance these assets. We believe that our in-depth understanding of CRE and real estate-related investments, in-house underwriting, asset management, special servicing and resolution capabilities, provides an extensive platform to regularly evaluate our investments and determine primary, secondary or alternative disposition strategies. This includes intermediate servicing and negotiating, restructuring of non-performing investments, foreclosure considerations, management or development of owned real estate, in each case to reposition and achieve optimal value realization for us and our stockholders. Depending on the nature of the underlying investment, we may pursue repositioning strategies through judicious capital investment in order to extract maximum value from the investment or recognize unanticipated losses to reinvest resulting liquidity in higher-yielding performing investments.
Our Business Segments
We present our business through three operating and reportable segments:
•Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior and mezzanine loans, and preferred equity interests as well as participations in such loans.
•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 one investment with direct ownership in commercial real estate, five additional properties that we acquired through foreclosure or deed-in-lieu of foreclosure and two properties that we consolidate as the primary beneficiary.
•Corporate and Other—includes corporate-level asset management and other fees including expenses related to our secured revolving credit facility (the “Bank Credit Facility”) and compensation and benefits. It also includes money market income on our cash balances and a sub-portfolio of private equity funds.
Significant Developments
During the three months ended December 31, 2025, and through February 17, 2026, significant developments affecting our business and results of operations of our portfolio included the following:
Capital Resources
•On February 17, 2026, we closed a $955.0 million CLO transaction, BRSP 2026-FL3. We placed approximately $833.2 million of investment grade securities with institutional investors providing term financing on a non-mark-to-market, non-recourse basis. BRSP 2026-FL3 is collateralized by interests in 29 first-lien floating rate mortgages secured by 30 properties, with an 87.25% initial advance rate at a weighted average coupon at issuance of Term SOFR + 1.69%, before transaction costs. We also expect to redeem BRSP 2021-FL1 in February 2026 as part of the transaction. (See “Liquidity and Capital Resources” for more information);
•Amended our Bank Credit Facility with aggregate lender commitments of $120 million (See “Liquidity and Capital Resources” for more information);
•Amended our Bank 3 Master Repurchase Facility to increase the lender’s commitment from $400 million to $500 million (See “Liquidity and Capital Resources” for more information);
•Under our Stock Repurchase Program, we have repurchased 1.1 million shares of our Class A common stock for an aggregate cost of $6.0 million; and
•Declared and paid a fourth quarter dividend of $0.16 per share on January 15, 2026.
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Our Portfolio
•We originated 16 senior mortgage loans for a total commitment of $533.8 million;
•Received loan repayment proceeds of $170.8 million from nine loans;
•We made significant progress resolving our watchlist (loans with a risk ranking of 4 or 5) and real estate owned properties:
◦Acquired one multifamily property through foreclosure;
◦Sold two office properties and generated aggregate gross proceeds of $44.0 million. We recognized a gain of $1.7 million and GAAP impairment of $6.3 million resulting from the sales; and
◦Executed a purchase and sale agreement to sell one office property that is expected to close in the first quarter of 2026 and expected to generate gross proceeds of approximately $28.0 million;
•As of February 17, 2026, our watchlist (loans with a risk ranking of 4 or 5) consisted of the following (refer to “Our Portfolio” for further discussion):
◦Two loans with a risk ranking of 5 and a total carrying value of $66.9 million are expected to be repaid in the first half of 2026, as the underlying collateral is under an executed purchase and sale agreement for one loan and under a letter of intent for one loan;
◦Two loans with a risk ranking of 4 with an aggregate unpaid principal balance of $66.2 million;
•As a result of our watchlist resolutions, we recorded $54.9 million in specific CECL reserves related to five senior loans that were charged off during the three months ended December 31, 2025. At December 31, 2025, there were no specific CECL reserves on our consolidated balance sheets; and
•Our general CECL reserve decreased by $39.4 million from September 30, 2025 to December 31, 2025. At December 31, 2025, our general CECL reserve for our outstanding loans and future loan funding commitments is $88.1 million, which is 3.15% of the aggregate commitment amount of our loan portfolio.
Financial Results
•Generated GAAP net loss of $14.4 million, or $(0.12) per basic and diluted share, Distributable Earnings (Loss) of $(35.5) million or $(0.28) per share and Adjusted Distributable Earnings of $19.3 million or $0.15 per share for the year ended December 31, 2025. Distributable Earnings and Adjusted Distributable Earnings are non-GAAP financial measures. A reconciliation of these measures to net income/(loss) attributable to the Company’s common stockholders is in the section “Non-GAAP Supplemental Financial Measures” below.
For the year ended December 31, 2025, and through February 17, 2026, significant developments affecting our business and results of operations of our portfolio included the following:
Capital Resources
•On February 17, 2026, we closed a $955.0 million CLO transaction, BRSP 2026-FL3. We placed approximately $833.2 million of investment grade securities with institutional investors providing term financing on a non-mark-to-market, non-recourse basis. We also expect to redeem BRSP 2021-FL1 in February 2026 as part of the transaction. (See “Liquidity and Capital Resources” for more information);
•Amended our Bank Credit Facility with aggregate lender commitments of $120 million (See “Liquidity and Capital Resources” for more information);
•Amended our Bank 3 Master Repurchase Facility to increase the lender’s commitment from $400 million to $500 million (See “Liquidity and Capital Resources” for more information);
•Under our Stock Repurchase Program, we have repurchased 2.0 million shares of our Class A common stock for an aggregate cost of $11.0 million; and
•Declared total quarterly dividends of $0.64 per share during the year ended December 31, 2025.
Our Portfolio
•Originated 29 senior mortgage loans for a total commitment of $873.9 million;
•Received loan repayment proceeds of $405.1 million from 28 loans;
•Our CECL reserves decreased by $78.1 million and our general CECL reserve for our outstanding loans and future loan funding commitments is $88.1 million, which is 3.15% of the aggregate commitment amount of our loan portfolio (refer to “Results of Operations” for further discussion);
•Acquired four properties through foreclosure or deeds-in-lieu of foreclosure;
•Sold four properties that we previously acquired through foreclosure or deeds-in-lieu of foreclosure and generated aggregate gross proceeds of $85.6 million. We recognized a net gain of $1.1 million and GAAP impairment of $6.3 million resulting from the sales; and
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•Deconsolidated the assets and liabilities of two office properties following the loss of control over two subsidiaries holding these investments. As a result, we recorded our share of GAAP impairment of $53.2 million and reversed our share of non-GAAP impairment of $94.7 million.
Financial Results
•Generated GAAP net loss of $31.1 million, or $(0.26) per basic and diluted share, Distributable Earnings (Loss) of $(17.5) million or $(0.13) per share and Adjusted Distributable Earnings of $83.6 million or $0.64 per share for the year ended December 31, 2025. Distributable Earnings and Adjusted Distributable Earnings are non-GAAP financial measures. A reconciliation of these measures to net income/(loss) attributable to the Company’s common stockholders is in the section “Non-GAAP Supplemental Financial Measures” below.
Trends Affecting Our Business
Global Markets
Global markets pressure and uncertainties coming from the Administration’s tariff initiative, inflationary worries and geopolitical unrest continue to contribute to market volatility and impact CRE valuations. Additionally, high interest rates continue to negatively impact transaction activity in the real estate market and correspondingly the loan financing and refinancing opportunities. While the Federal Reserve lowered interest rates three times in 2025, it is uncertain as to if, when, how many and by how much subsequent interest rate cuts will be made in 2026. To the extent certain of our borrowers are experiencing significant financial dislocation as a result of economic conditions, we have and may continue to use interest and other reserves and/or replenishment obligations of the borrower and/or guarantors to meet current interest payment obligations for a limited period. The market for office properties was particularly negatively impacted by the COVID-19 pandemic and continues to experience headwinds driven by the normalization of work from home and hybrid work arrangements and elevated costs to operate or reconfigure office properties. Other than in select cities such as Manhattan, NY, Dallas, TX, and more recently, San Francisco, CA, the demand for office space generally remains lower than pre-COVID-19 pandemic levels and has driven rising vacancy rates. Given the continuing uncertainty in the office market, there is risk of future valuation impairment or investment loss on our loans secured by office properties. Similarly, these trends may impact our ability to manage debt covenant tests, maturity dates and/or seek suitable refinancing opportunities on certain of our office property equity investments, which may adversely impact valuation assessments and cash flow generated by such investments.
While macroeconomic conditions continue to be challenged, we cannot predict whether they will in fact improve or even intensify. Due to the inherent uncertainty of these conditions, their impact on our business is difficult to predict and quantify.
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, 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 origination and exit fees, varies primarily as a result of changes in market interest rates, prepayment rates and frequency on our CRE loans 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. In addition, we maintain an allowance for credit losses on our financial assets in accordance with the CECL methodology, which requires us to estimate expected credit losses over the life of our loans and recognize provisions for loan losses earlier in the lending cycle. A change in our ability and/or intent to continue to hold any of our assets, which includes the inability to modify, extend or refinance existing mortgage debt on our real estate portfolio, may result in our recognizing an impairment charge, an increase in our CECL reserves or realizing losses upon the sale of such investments.
Changes in market interest rates
With respect to our business operations, increases in interest rates, in general, may over time cause:
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•the value of our fixed-rate investments to decrease;
•prepayments on certain assets in our portfolio to slow, thereby slowing the amortization of origination and exit fees;
•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;
•borrowers’ unwillingness to purchase new interest rate caps at loan maturity to qualify for an extension;
•financial hardship to our borrowers, whose ability to service their debt as it is due and payable and to pass maturity extension tests may be materially adversely impacted, resulting in foreclosures;
•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 origination and exit fees;
•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 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.
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Our Portfolio
As of December 31, 2025, our portfolio consisted of 113 investments representing approximately $3.4 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 98 investments with a weighted average cash coupon of 3.4% and a weighted average all-in unlevered yield of 7.3%. Our net leased and other real estate consisted of approximately 4.8 million total square feet of space and total 2025 NOI of that portfolio was approximately $46.0 million. Refer to “Non-GAAP Supplemental Financial Measures” below for further information on NOI.
As of December 31, 2025, our portfolio consisted of the following investments (dollars in thousands):
| Count(1) | Carrying value (Consolidated) | Carrying value(at BRSP share)(2) | Net carrying value (Consolidated)(3) | Net carrying value (at BRSP share)(4) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Our Portfolio | ||||||||||||||||||
| Senior loans | 87 | $ | 2,617,833 | $ | 2,617,833 | $ | 666,962 | $ | 666,962 | |||||||||
| Mezzanine loans | 2 | 49,069 | 49,069 | 49,069 | 49,069 | |||||||||||||
| Preferred equity | 9 | 11,413 | 11,413 | 11,413 | 11,413 | |||||||||||||
| Subtotal | 98 | 2,678,315 | 2,678,315 | 727,444 | 727,444 | |||||||||||||
| Net leased real estate | 7 | 316,398 | 316,398 | 31,257 | 31,257 | |||||||||||||
| Other real estate | 7 | 390,638 | 386,196 | 158,540 | 150,573 | |||||||||||||
| Private equity interests | 1 | 2,115 | 2,115 | 2,115 | 2,115 | |||||||||||||
| Total/Weighted average Our Portfolio | 113 | $ | 3,387,466 | $ | 3,383,024 | $ | 919,356 | $ | 911,389 |
________________________________________
(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 of December 31, 2025.
(3)Net carrying value represents carrying value less any associated financing as of December 31, 2025.
(4)Net carrying value at our share represents the proportionate carrying value based on asset ownership less any associated financing based on ownership as of December 31, 2025.
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 connection with developing the CECL reserve for our loans and preferred equity held for investment, we determine the risk ranking of each loan and preferred equity investment 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, borrower/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
2.Low Risk
3.Medium Risk
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4.High Risk/Potential for Loss—A loan that has a high risk of realizing a principal loss.
5.Impaired/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
At December 31, 2025, our weighted average risk ranking remained unchanged at 3.1 compared to at September 30, 2025. During the fourth quarter of 2025, we had the following risk ranking activity for risk ranked 4 and 5 assets:
•The following loans were downgraded to a risk ranking of 5;
◦One multifamily that was resolved in the first quarter of 2026 when the property was acquired through a foreclosure and reclassified to real estate;
◦One multifamily loan and one industrial loan that were both resolved in the first quarter of 2026 following repayment;
◦Two multifamily loans that are expected to repay in the first half of 2026, as the underlying collateral is under an executed purchase and sale agreement for one loan and a letter of intent for one loan.
•No loans were downgraded to a risk ranking of 4.
Senior and Mezzanine Loans
The following tables provide a summary of our senior and mezzanine loans based on our internal risk rankings, collateral property type and geographic distribution as of December 31, 2025 (dollars in thousands):
| Carrying Value (at BRSP share)(1) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk Ranking | Count | Senior loans | Mezzanine loans | Preferred Equity | Total | % of Total | ||||||||||||||||
| 3 | 89 | $ | 2,399,043 | $ | 49,069 | $ | 10,327 | $ | 2,458,439 | 91.8 | % | |||||||||||
| 4 | 4 | 65,123 | — | 1,086 | 66,209 | 2.5 | % | |||||||||||||||
| 5(2) | 5 | 153,667 | — | — | 153,667 | 5.7 | % | |||||||||||||||
| 98 | $ | 2,617,833 | $ | 49,069 | $ | 11,413 | $ | 2,678,315 | 100.0 | % | ||||||||||||
| Weighted average risk ranking | 3.1 |
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(1)Carrying value at our share represents the proportionate carrying value based on ownership by asset as of December 31, 2025.
(2)Subsequent to December 31, 2025, three risk ranked 5 loans totaling $86.8 million of carrying value at our share were resolved.
| Carrying value (at BRSP share)(1) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Collateral property type | Count | Senior loans | Mezzanine loans | Preferred Equity | Total | % of Total | ||||||||||||||||
| Multifamily | 70 | $ | 1,760,134 | $ | 34,377 | $ | 10,024 | $ | 1,804,535 | 67.4 | % | |||||||||||
| Office | 21 | 617,499 | 14,692 | 1,389 | 633,580 | 23.7 | % | |||||||||||||||
| Other (Mixed-use)(2) | 6 | 218,200 | — | — | 218,200 | 8.1 | % | |||||||||||||||
| Industrial | 1 | 22,000 | — | — | 22,000 | 0.8 | % | |||||||||||||||
| Total | 98 | $ | 2,617,833 | $ | 49,069 | $ | 11,413 | $ | 2,678,315 | 100.0 | % |
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(1)Carrying value at our share represents the proportionate carrying value based on ownership by asset as of December 31, 2025.
(2)Other includes commercial and residential development assets.
| Carrying value (at BRSP share)(1) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Region | Count | Senior loans | Mezzanine loans | Preferred Equity | Total | % of Total | |||||||||||||||||
| US West | 34 | $ | 979,605 | $ | 34,377 | $ | 432 | $ | 1,014,414 | 37.9 | % | ||||||||||||
| US Southwest | 42 | 949,115 | — | 10,981 | 960,096 | 35.8 | % | ||||||||||||||||
| US Northeast | 9 | 326,223 | 14,692 | — | 340,915 | 12.7 | % | ||||||||||||||||
| US Southeast | 11 | 289,135 | — | — | 289,135 | 10.8 | % | ||||||||||||||||
| US Midwest | 2 | 73,755 | — | — | 73,755 | 2.8 | % | ||||||||||||||||
| Total | 98 | $ | 2,617,833 | $ | 49,069 | $ | 11,413 | $ | 2,678,315 | 100.0 | % |
_________________________________________
(1)Carrying value at our share represents the proportionate carrying value based on ownership by asset as of December 31, 2025.
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The following table provides asset level detail for our senior and mezzanine loans as of December 31, 2025 (dollars in thousands):
| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Multifamily | ||||||||||||||||||||||||||
| Loan 1 | Senior | 12/12/2025 | Los Angeles, CA | $ | 70,092 | $ | 70,800 | Floating | 2.4% | 6.4% | 1/9/2031 | 76% | 3 | |||||||||||||
| Loan 2 | Senior | 4/8/2025 | Oxnard, CA | 69,806 | 70,000 | Floating | 2.3% | 6.9% | 4/9/2029 | 68% | 3 | |||||||||||||||
| Loan 3 | Senior | 5/17/2022 | Las Vegas, NV | 56,213 | 54,866 | Floating | 2.0% | 5.7% | 6/9/2027 | 74% | 3 | |||||||||||||||
| Loan 4 | Senior | 12/10/2025 | St. Louis, MO | 52,470 | 53,000 | Floating | 2.5% | 6.7% | 1/9/2031 | 68% | 3 | |||||||||||||||
| Loan 5 | Senior | 5/26/2021 | Las Vegas, NV | 48,317 | 47,685 | Floating | 3.0% | 8.4% | 6/9/2026 | 89% | 3 | |||||||||||||||
| Loan 6(6) | Senior | 7/19/2021 | Dallas, TX | 45,200 | 44,963 | Floating | 3.4% | 7.3% | 8/9/2026 | 74% | 5 | |||||||||||||||
| Loan 7 | Senior | 7/15/2021 | Jersey City, NJ | 41,887 | 41,779 | Floating | 3.1% | 6.8% | 8/9/2026 | 70% | 3 | |||||||||||||||
| Loan 8 | Senior | 3/31/2022 | Louisville, KY | 41,206 | 41,096 | Floating | 2.8% | 6.5% | 4/9/2027 | 70% | 3 | |||||||||||||||
| Loan 9 | Senior | 12/30/2025 | Madison, AL | 41,085 | 41,500 | Floating | 2.5% | 6.5% | 1/9/2031 | 75% | 3 | |||||||||||||||
| Loan 10 | Senior | 7/15/2021 | Dallas, TX | 40,338 | 40,338 | Floating | 3.2% | 6.9% | 8/9/2026 | 76% | 3 | |||||||||||||||
| Subtotal top 10 multifamily | $ | 506,614 | $ | 506,027 | 19% of total loans | |||||||||||||||||||||
| Loan 11 | Senior | 11/6/2025 | Mesa, AZ | $ | 40,180 | $ | 40,623 | Floating | 2.6% | 6.6% | 11/9/2030 | 68% | 3 | |||||||||||||
| Loan 12 | Senior | 3/31/2022 | Long Beach, CA | 39,976 | 39,976 | Floating | 3.4% | 7.1% | 4/9/2027 | 86% | 3 | |||||||||||||||
| Loan 13 | Senior | 7/12/2022 | Irving, TX | 38,418 | 38,379 | Floating | 3.6% | 7.4% | 8/9/2027 | 75% | 3 | |||||||||||||||
| Loan 14 | Senior | 12/21/2020 | Austin, TX | 37,000 | 37,000 | Floating | 3.2% | 7.2% | 1/9/2026 | 74% | 3 | |||||||||||||||
| Loan 15 | Senior | 1/12/2022 | Los Angeles, CA | 36,470 | 36,470 | Floating | 3.4% | 7.0% | 2/9/2027 | 76% | 3 | |||||||||||||||
| Loan 16 | Senior | 3/8/2022 | Austin, TX | 36,240 | 36,140 | Floating | 3.3% | 6.9% | 3/9/2027 | 75% | 5 | |||||||||||||||
| Loan 17 | Mezzanine | 2/8/2022 | Las Vegas, NV | 34,377 | 34,377 | Fixed | 7.0% | 12.0% | 2/8/2027 | 57%-82% | 3 | |||||||||||||||
| Loan 18 | Senior | 7/29/2021 | Phoenix, AZ | 33,326 | 33,326 | Floating | 3.4% | 7.1% | 8/9/2026 | 73% | 3 | |||||||||||||||
| Loan 19 | Senior | 2/20/2025 | Las Vegas, NV | 32,804 | 33,000 | Floating | 3.4% | 7.6% | 3/9/2030 | 59% | 3 | |||||||||||||||
| Loan 20 | Senior | 12/23/2025 | Jackson, TN | 32,670 | 33,000 | Floating | 3.0% | 7.0% | 1/9/2031 | 62% | 3 | |||||||||||||||
| Subtotal top 20 multifamily | $ | 868,075 | $ | 868,318 | 32% of total loans |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 21 | Senior | 10/14/2025 | San Antonio, TX | $ | 32,040 | $ | 32,340 | Floating | 2.6% | 6.8% | 11/9/2030 | 68% | 3 | |||||||||||||
| Loan 22 | Senior | 4/29/2021 | Las Vegas, NV | 30,978 | 30,978 | Floating | 3.2% | 6.9% | 5/9/2026 | 76% | 3 | |||||||||||||||
| Loan 23 | Senior | 2/17/2022 | Long Beach, CA | 30,922 | 30,922 | Floating | 3.4% | 7.0% | 3/9/2027 | 71% | 3 | |||||||||||||||
| Loan 24 | Senior | 1/18/2022 | Dallas, TX | 30,640 | 30,481 | Floating | 3.5% | 7.4% | 2/9/2027 | 75% | 5 | |||||||||||||||
| Loan 25 | Senior | 4/15/2022 | Mesa, AZ | 30,160 | 30,160 | Floating | 3.4% | 7.0% | 5/9/2027 | 75% | 3 | |||||||||||||||
| Loan 26 | Senior | 2/13/2025 | Las Vegas, NV | 29,596 | 29,773 | Floating | 2.7% | 6.8% | 3/9/2030 | 70% | 3 | |||||||||||||||
| Loan 27 | Senior | 8/31/2021 | Glendale, AZ | 28,889 | 28,802 | Floating | 3.3% | 7.0% | 3/9/2027 | 79% | 3 | |||||||||||||||
| Loan 28 | Senior | 9/18/2025 | Nashville, TN | 28,659 | 28,939 | Floating | 2.6% | 6.6% | 10/9/2030 | 68% | 3 | |||||||||||||||
| Loan 29 | Senior | 9/26/2025 | Nashville, TN | 27,747 | 28,000 | Floating | 2.7% | 6.9% | 10/9/2030 | 65% | 3 | |||||||||||||||
| Loan 30 | Senior | 5/27/2021 | Houston, TX | 27,600 | 27,600 | Floating | 3.1% | 6.8% | 6/9/2026 | 77% | 3 | |||||||||||||||
| Loan 31 | Senior | 12/21/2021 | Phoenix, AZ | 25,596 | 25,596 | Floating | 3.6% | 7.3% | 1/9/2027 | 75% | 3 | |||||||||||||||
| Loan 32 | Senior | 7/12/2022 | Irving, TX | 25,459 | 25,433 | Floating | 3.6% | 7.4% | 8/9/2027 | 72% | 3 | |||||||||||||||
| Loan 33 | Senior | 3/8/2022 | Glendale, AZ | 25,046 | 25,046 | Floating | 3.5% | 7.1% | 3/9/2027 | 73% | 3 | |||||||||||||||
| Loan 34 | Senior | 2/25/2025 | Denver, CO | 24,851 | 24,851 | Floating | 3.3% | 7.4% | 3/9/2028 | 68% | 3 | |||||||||||||||
| Loan 35 | Senior | 11/4/2025 | Santa Rosa, CA | 24,122 | 24,404 | Floating | 2.8% | 6.8% | 12/9/2030 | 74% | 3 | |||||||||||||||
| Loan 36 | Senior | 3/31/2022 | Phoenix, AZ | 24,001 | 24,001 | Floating | 3.7% | 7.3% | 4/9/2027 | 74% | 3 | |||||||||||||||
| Loan 37 | Senior | 11/4/2021 | Austin, TX | 23,590 | 23,529 | Floating | 3.4% | 7.1% | 11/9/2026 | 78% | 4 | |||||||||||||||
| Loan 38 | Senior | 12/10/2024 | Seattle, WA | 22,851 | 22,976 | Floating | 2.8% | 6.9% | 1/9/2030 | 65% | 3 | |||||||||||||||
| Loan 39 | Senior | 1/10/2025 | Lebanon, TN | 22,480 | 22,500 | Floating | 3.4% | 8.0% | 2/9/2030 | 71% | 3 | |||||||||||||||
| Loan 40 | Senior | 6/22/2021 | Phoenix, AZ | 22,292 | 22,292 | Floating | 3.3% | 7.0% | 7/9/2026 | 71% | 3 | |||||||||||||||
| Loan 41 | Senior | 7/1/2021 | Aurora, CO | 21,342 | 21,305 | Floating | 3.2% | 7.0% | 7/9/2026 | 89% | 3 | |||||||||||||||
| Loan 42 | Senior | 12/19/2025 | Minneapolis, MN | 21,285 | 21,500 | Floating | 2.5% | 6.7% | 1/9/2031 | 65% | 3 | |||||||||||||||
| Loan 43 | Senior | 8/14/2025 | Dallas, TX | 20,806 | 21,017 | Floating | 3.0% | 7.1% | 9/9/2030 | 59% | 3 | |||||||||||||||
| Loan 44 | Senior | 1/12/2022 | Austin, TX | 20,276 | 20,276 | Floating | 3.4% | 7.0% | 2/9/2027 | 76% | 3 | |||||||||||||||
| Loan 45 | Senior | 12/21/2021 | Gresham, OR | 20,235 | 20,235 | Floating | 2.8% | 6.4% | 7/9/2028 | 76% | 3 | |||||||||||||||
| Loan 46 | Senior | 8/6/2021 | La Mesa, CA | 19,787 | 19,787 | Floating | 2.8% | 6.4% | 8/9/2028 | 72% | 3 |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 47 | Senior | 10/18/2024 | Garland, TX | 19,738 | 19,920 | Floating | 3.7% | 7.7% | 11/9/2029 | 70% | 3 | |||||||||||||
| Loan 48 | Senior | 9/1/2021 | Bellevue, WA | 19,308 | 19,308 | Floating | 3.4% | 7.1% | 9/9/2026 | 75% | 3 | |||||||||||||
| Loan 49 | Senior | 7/14/2021 | Salt Lake City, UT | 18,830 | 18,783 | Floating | 2.8% | 6.4% | 8/9/2028 | 67% | 3 | |||||||||||||
| Loan 50 | Senior | 4/29/2022 | Tacoma, WA | 18,528 | 18,528 | Floating | 3.0% | 6.6% | 5/9/2027 | 64% | 3 | |||||||||||||
| Loan 51 | Senior | 5/5/2022 | Charlotte, NC | 18,000 | 18,000 | Floating | 3.5% | 7.2% | 5/9/2027 | 68% | 3 | |||||||||||||
| Loan 52 | Senior | 6/25/2021 | Phoenix, AZ | 17,650 | 17,650 | Floating | 3.2% | 6.9% | 7/9/2026 | 77% | 3 | |||||||||||||
| Loan 53 | Senior | 11/20/2025 | Los Angeles, CA | 17,641 | 17,815 | Floating | 2.5% | 6.7% | 12/9/2030 | 59% | 3 | |||||||||||||
| Loan 54 | Senior | 10/23/2025 | Huntsville, AL | 17,515 | 17,700 | Floating | 2.8% | 7.0% | 11/9/2030 | 55% | 3 | |||||||||||||
| Loan 55 | Senior | 9/16/2025 | Glendale, AZ | 16,934 | 17,098 | Floating | 2.6% | 6.6% | 10/9/2030 | 71% | 3 | |||||||||||||
| Loan 56 | Senior | 5/5/2025 | Dallas, TX | 13,644 | 13,750 | Floating | 2.9% | 7.1% | 5/9/2030 | 65% | 3 | |||||||||||||
| Loan 57 | Senior | 8/19/2025 | Phoenix, AZ | 13,562 | 13,688 | Floating | 2.7% | 6.7% | 9/9/2030 | 75% | 3 | |||||||||||||
| Loan 58 | Senior | 7/3/2025 | Northridge, CA | 13,145 | 13,250 | Floating | 3.3% | 7.4% | 7/3/2030 | 74% | 3 | |||||||||||||
| Loan 59 | Senior | 9/18/2025 | Mobile, AL | 13,101 | 13,250 | Floating | 2.8% | 6.8% | 10/9/2030 | 73% | 3 | |||||||||||||
| Loan 60 | Senior | 11/20/2025 | Hoboken, NJ | 12,378 | 12,500 | Floating | 2.4% | 6.6% | 12/9/2030 | 61% | 3 | |||||||||||||
| Loan 61 | Senior | 11/22/2024 | Garland, TX | 12,292 | 12,399 | Floating | 3.5% | 7.5% | 12/9/2029 | 63% | 3 | |||||||||||||
| Loan 62 | Senior | 3/8/2022 | Glendale, AZ | 11,664 | 11,664 | Floating | 3.5% | 7.1% | 3/9/2027 | 73% | 3 | |||||||||||||
| Loan 63 | Senior | 12/19/2025 | Mesa, AZ | 11,257 | 11,387 | Floating | 2.8% | 6.8% | 1/9/2031 | 70% | 3 | |||||||||||||
| Loan 64(7) | Preferred | 5/9/2025 | Mesa, AZ | 1,892 | 1,904 | Fixed | n/a(7) | 15.0% | 5/9/2027 | n/a | 3 | |||||||||||||
| Loan 65(7) | Preferred | 5/9/2025 | Phoenix, AZ | 1,722 | 1,730 | Fixed | n/a(7) | 15.0% | 4/9/2027 | n/a | 3 | |||||||||||||
| Loan 66(7) | Preferred | 5/9/2025 | Phoenix, AZ | 1,649 | 1,657 | Fixed | n/a(7) | 15.0% | 1/9/2027 | n/a | 3 | |||||||||||||
| Loan 67(7) | Preferred | 5/9/2025 | Phoenix, AZ | 1,643 | 1,652 | Fixed | n/a(7) | 15.0% | 8/9/2026 | n/a | 3 | |||||||||||||
| Loan 68(7) | Preferred | 5/9/2025 | Glendale, AZ | 1,522 | 1,532 | Fixed | n/a(7) | 15.0% | 3/9/2027 | n/a | 3 | |||||||||||||
| Loan 69(7) | Preferred | 5/9/2025 | Phoenix, AZ | 1,466 | 1,473 | Fixed | n/a(7) | 15.0% | 7/9/2026 | n/a | 3 | |||||||||||||
| Loan 70 | Preferred | 12/23/2025 | Austin, TX | 129 | 129 | Fixed | n/a | 15.0% | 11/9/2026 | n/a | 4 | |||||||||||||
| Total/Weighted average multifamily loans | $ | 1,804,535 | $ | 1,807,828 | 67% of total loans | 3.0% | 7.1% | 2.5 years | 3.1 |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Office | ||||||||||||||||||||||||||
| Loan 71 | Senior | 1/19/2021 | Phoenix, AZ | $ | 74,380 | $ | 74,038 | Floating | 3.7% | 7.9% | 2/9/2026 | 71% | 3 | |||||||||||||
| Loan 72 | Senior | 8/28/2018 | San Jose, CA | 73,571 | 73,571 | Floating | 4.9% | 8.5% | 2/28/2027 | 81% | 3 | |||||||||||||||
| Loan 73 | Senior | 2/13/2019 | Baltimore, MD | 58,606 | 58,606 | Floating | 3.6% | 7.3% | 2/9/2027 | 74% | 3 | |||||||||||||||
| Loan 74 | Senior | 11/17/2021 | Dallas, TX | 41,532 | 41,533 | Floating | 4.0% | 7.7% | 12/9/2026 | 61% | 4 | |||||||||||||||
| Loan 75 | Senior | 5/23/2022 | Plano, TX | 38,633 | 38,524 | Floating | 4.3% | 7.9% | 6/9/2027 | 60% | 3 | |||||||||||||||
| Loan 76 | Senior | 4/27/2022 | Plano, TX | 38,542 | 38,438 | Floating | 4.1% | 7.8% | 5/9/2027 | 68% | 3 | |||||||||||||||
| Loan 77 | Senior | 4/7/2022 | San Jose, CA | 32,406 | 32,406 | Floating | 4.2% | 7.8% | 4/9/2027 | 67% | 3 | |||||||||||||||
| Loan 78 | Senior | 4/30/2021 | San Diego, CA | 32,252 | 32,252 | Floating | 3.6% | 7.3% | 5/9/2026 | 73% | 3 | |||||||||||||||
| Loan 79 | Senior | 10/21/2021 | Blue Bell, PA | 29,625 | 29,625 | Floating | 3.8% | 7.5% | 4/9/2026 | 78% | 3 | |||||||||||||||
| Loan 80 | Senior | 3/31/2022 | Blue Bell, PA | 29,406 | 29,406 | Floating | 4.2% | 7.8% | 4/9/2026 | 81% | 3 | |||||||||||||||
| Subtotal top 10 office loans | $ | 448,953 | $ | 448,399 | 17% of total loans | |||||||||||||||||||||
| Loan 81 | Senior | 2/26/2019 | Charlotte, NC | 27,084 | 27,084 | Floating | 4.3% | 7.9% | 7/9/2026 | 70% | 3 | |||||||||||||||
| Loan 82 | Senior | 12/7/2018 | Carlsbad, CA | 26,758 | 26,380 | Floating | 3.9% | 7.6% | 12/9/2026 | 73% | 3 | |||||||||||||||
| Loan 83 | Senior | 7/30/2021 | Denver, CO | 23,300 | 23,300 | Floating | 5.0% | 8.7% | 8/9/2026 | 71% | 3 | |||||||||||||||
| Loan 84 | Senior | 8/27/2019 | San Francisco, CA | 22,716 | 22,716 | Floating | 2.9% | 6.6% | 9/9/2026 | 89% | 3 | |||||||||||||||
| Loan 85(8) | Senior | 9/28/2021 | Reston, VA | 19,587 | 18,615 | Floating | 2.1% | 5.8% | 10/9/2026 | 71% | 5 | |||||||||||||||
| Loan 86 | Senior | 10/13/2021 | Burbank, CA | 18,216 | 18,216 | Floating | 4.0% | 7.7% | 11/9/2026 | 51% | 3 | |||||||||||||||
| Loan 87 | Senior | 10/29/2020 | Denver, CO | 17,523 | 17,523 | Floating | 3.7% | 7.4% | 11/9/2026 | 94% | 3 | |||||||||||||||
| Loan 88(9) | Mezzanine | 2/13/2023 | Baltimore, MD | 14,692 | 14,692 | n/a(9) | n/a(9) | n/a(9) | 2/9/2027 | 74%-75% | 3 | |||||||||||||||
| Loan 89 | Senior | 11/10/2021 | Richardson, TX | 13,362 | 13,320 | Floating | 4.1% | 7.8% | 12/9/2026 | 68% | 3 | |||||||||||||||
| Loan 90(10) | Preferred | 12/12/2025 | Dallas, TX | 957 | 957 | Fixed | n/a(10) | 15.0% | 12/9/2026 | n/a | 4 | |||||||||||||||
| Subtotal top 20 office loans | $ | 633,148 | $ | 631,202 | 24% of total loans | |||||||||||||||||||||
| Loan 91(11) | Preferred | 9/9/2025 | San Francisco, CA | 432 | 432 | Fixed | n/a(11) | 20.0% | 9/9/2026 | n/a | 3 | |||||||||||||||
| Total/Weighted average office loans | $ | 633,580 | $ | 631,634 | 24% of total loans | 3.9% | 7.6% | 0.8 years | 3.1 |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other (Mixed-use) | ||||||||||||||||||||||||||
| Loan 92 | Senior | 10/24/2019 | Brooklyn, NY | $ | 79,308 | $ | 79,308 | Floating | 4.2% | 7.8% | 11/9/2026 | 74% | 3 | |||||||||||||
| Loan 93 | Senior | 1/13/2022 | New York, NY | 46,090 | 46,090 | Floating | 3.5% | 7.2% | 2/9/2027 | 76% | 3 | |||||||||||||||
| Loan 94 | Senior | 5/3/2022 | Brooklyn, NY | 28,923 | 28,923 | Floating | 4.4% | 8.0% | 5/9/2027 | 68% | 3 | |||||||||||||||
| Loan 95 | Senior | 4/3/2024 | South Pasadena, CA | 24,139 | 24,138 | Fixed | 20.0% | 20.0% | 6/9/2026 | 28% | 3 | |||||||||||||||
| Loan 96 | Senior | 10/8/2025 | Venice, CA | 23,852 | 24,100 | Floating | 4.8% | 8.9% | 10/9/2030 | 67% | 3 | |||||||||||||||
| Loan 97 | Senior | 8/31/2021 | Los Angeles, CA | 15,888 | 15,888 | Floating | 4.6% | 8.3% | 9/9/2026 | 58% | 3 | |||||||||||||||
| Total/Weighted average other (mixed-use) loans | $ | 218,200 | $ | 218,447 | 5.9% | 9.2% | 1.3 years | 3.0 | ||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Loan 98(12) | Senior | 7/13/2022 | Ontario, CA | $ | 22,000 | $ | 22,000 | n/a(12) | n/a(12) | n/a(12) | 1/30/2026 | 66% | 5 | |||||||||||||
| Total/Weighted average industrial loans | $ | 22,000 | $ | 22,000 | n/a | n/a | 0.1 years | 5.0 | ||||||||||||||||||
| Total/Weighted average senior and mezzanine loans - Our Portfolio | $ | 2,678,315 | $ | 2,679,909 | 3.4% | 7.3% | 2.0 years | 3.1 |
_________________________________________
(1)Represents carrying values at our share as of December 31, 2025 and excludes general CECL reserves.
(2)Represents the stated coupon rate for loans; for floating rate loans, does not include Secured Overnight Financing Rate (“SOFR”), which was 3.69% as of December 31, 2025.
(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 and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of December 31, 2025 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 for the in place collateral 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 for the in place collateral 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 for the in place collateral as of the date of the most recent appraisal.
(5)On a quarterly basis, our senior and mezzanine loans are rated “1” through “5,” from less risk to greater risk. Represents risk ranking as of December 31, 2025.
(6)Subsequent to December 31, 2025, Loan 6 was resolved when the property was acquired through a foreclosure and reclassified to real estate.
(7)Loans 64-69 have payment-in-kind provisions and accrue interest at 14%.
(8)Subsequent to December 31, 2025, Loan 85 was resolved following repayment.
(9)Loan 88 was placed on nonaccrual status in April 2024; as such, no income is being recognized.
(10)Loan 90 has a payment-in-kind provision and accrues interest at 15%.
(11)Loan 91 has a payment-in-kind provision and accrues interest at 20%.
(12)Loan 98 was placed on nonaccrual status in September 2025; as such, no income is being recognized. Subsequent to December 31, 2025, Loan 98 was resolved following repayment.
At December 31, 2025, our general CECL reserve for our outstanding loans and future loan funding commitments is $88.1 million, which is 3.15% of the aggregate commitment amount of our loan portfolio. This represents a decrease of $39.4 million from $127.5 million or 5.17% of the aggregate commitment amount of our loan portfolio at September 30, 2025. The decrease in our general CECL reserves was driven by the charge-off of reserves related to five senior loans. As a result, we have no specific CECL reserves at December 31, 2025.
Net Leased and Other Real Estate
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. As part of our net leased real
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estate strategy, we explore a variety of real estate investments including multi-tenant office, multifamily and industrial. Additionally, we have one other real estate investment through a joint venture with one partner. We also own four properties included in other real estate that were acquired through deeds-in-lieu of foreclosure and foreclosure and consolidated two properties after being deemed the primary beneficiary of the variable interest entity holding it.
As of December 31, 2025, $702.6 million or 20.8% of our assets were invested in net leased and other real estate properties and these properties were 79.3% occupied. The following table presents our net leased and other real estate investments as of December 31, 2025 (dollars in thousands):
| Count(1) | Carrying Value(2) | NOI for the year ended December 31, 2025(3)(4) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net leased real estate | 7 | $ | 316,398 | $ | 31,139 | |||||
| Other real estate | 7 | 386,196 | 14,884 | |||||||
| Total/Weighted average net leased and other real estate | 14 | $ | 702,594 | $ | 46,023 |
________________________________________
(1)Count represents the number of investments.
(2)Represents carrying values at our share as of December 31, 2025; 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.
(4)NOI excludes $15.3 million related to four properties that were sold and two properties that were deconsolidated during the year ended December 31, 2025.
The following table provides asset-level detail of our net leased and other real estate as of December 31, 2025:
| Collateral type | City, State | Number of properties | Rentable square feet (“RSF”) / units/keys(1) | Weighted average % leased(2) | Weighted average lease term (yrs)(3) | Undepreciated net book value(4) | Principal amount of debt(5) | Final debt maturity date | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net leased real estate | |||||||||||||||||||||||
| Net lease 1 | Industrial | Various - U.S. | 2 | 2,787,343 RSF | 100% | 12.6 | $ | 92,156 | $ | 200,000 | Sep-33 | ||||||||||||
| Net lease 2 | Office | Aurora, CO | 1 | 183,529 RSF | 100% | 1.9 | 26,661 | 27,958 | Aug-26 | ||||||||||||||
| Net lease 3 | Office | Indianapolis, IN | 1 | 338,000 RSF | 100% | 5.0 | 18,656 | 20,730 | Oct-27 | ||||||||||||||
| Net lease 4(6)(7) | Retail | Various - U.S. | 7 | 319,600 RSF | 100% | 2.1 | — | 27,022 | Nov-26 & Mar-28 | ||||||||||||||
| Net lease 5(6) | Retail | Keene, NH | 1 | 45,471 RSF | 100% | 3.1 | — | 6,445 | Nov-26 | ||||||||||||||
| Net lease 6 | Retail | South Portland, ME | 1 | 52,900 RSF | 100% | 6.1 | 4,730 | — | — | ||||||||||||||
| Net lease 7(6) | Retail | Fort Wayne, IN | 1 | 50,000 RSF | 100% | 4.7 | — | 2,987 | Nov-26 | ||||||||||||||
| Total/Weighted average net leased real estate | 14 | 3,776,843 RSF | 100% | 10.0 | $ | 142,203 | $ | 285,142 | |||||||||||||||
| Other real estate | |||||||||||||||||||||||
| Other real estate 1(8) | Hotel | San Jose, CA | 1 | 541 Units | 53% | n/a | $ | 142,007 | $ | — | — | ||||||||||||
| Other real estate 2(6)(9) | Office | Creve Coeur, MO | 7 | 847,604 RSF | 80% | 3.6 | — | 92,228 | Dec-28 | ||||||||||||||
| Other real estate 3(8) | Multifamily/Pre-dev(10) | Santa Clara, CA | 1 | n/a | n/a | n/a | 5,682 | 34,078 | Jul-28 | ||||||||||||||
| Other real estate 4 | Multifamily | Arlington, TX | 1 | 436 Units | 62% | n/a | 39,383 | — | — | ||||||||||||||
| Other real estate 5(8) | Multifamily | Fort Worth, TX | 1 | 354 Units | 85% | n/a | 36,252 | — | — | ||||||||||||||
| Other real estate 6 | Multifamily | Mesa, AZ | 1 | 285 Units | 85% | n/a | 31,792 | — | — | ||||||||||||||
| Other real estate 7(6)(8) | Office | Long Island City, NY | 1 | 128,195 RSF | 2% | 4.2 | 25,961 | — | — | ||||||||||||||
| Total/Weighted average other real estate | 13 | n/a | 62% | 3.7 | $ | 281,077 | $ | 126,306 | |||||||||||||||
| Total net leased and other real estate | 27 |
_________________________________________
(1)Rentable square feet based on carrying value at our share as of December 31, 2025.
(2)Represents the percent leased as of December 31, 2025. Weighted average calculation based on carrying value at our share as of December 31, 2025.
(3)Based on in-place leases (defined as occupied and paying leases) as of December 31, 2025, and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of December 31, 2025.
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(4)Represents undepreciated book value at our share net of associated principal amounts of debt at our share as of December 31, 2025. Undepreciated book value per share is a non-GAAP financial measure. Refer to “Undepreciated Book Value Per Share” in “Non-GAAP Supplemental Measures” for further information.
(5)Represents principal amount of debt at our share as of December 31, 2025.
(6)Represents a property where we recorded impairment during the year ended December 31, 2025 or year ended December 31, 2024. For Net lease 4, three individual properties were impaired.
(7)Net lease 4 consists of two separate mortgage notes.
(8)Property was acquired through foreclosure or deed-in-lieu of foreclosure.
(9)The current maturity date is December 2027, with a one-year extension available, subject to satisfaction of certain customary conditions set forth in the governing documents.
(10)Represents a multifamily construction/development project.
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Results of Operations
The following table summarizes our portfolio results of operations for the years ended December 31, 2025 and 2024 (dollars in thousands):
| Year Ended December 31, | 2025 vs 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | |||||||||||
| Net interest income | |||||||||||||
| Interest income | $ | 194,888 | $ | 244,773 | $ | (49,885) | |||||||
| Interest expense | (127,275) | (153,910) | 26,635 | ||||||||||
| Net interest income | 67,613 | 90,863 | (23,250) | ||||||||||
| Property and other income | |||||||||||||
| Property operating income | 127,649 | 102,443 | 25,206 | ||||||||||
| Other income | 8,050 | 11,589 | (3,539) | ||||||||||
| Total property and other income | 135,699 | 114,032 | 21,667 | ||||||||||
| Expenses | |||||||||||||
| Property operating expense | 65,915 | 33,887 | 32,028 | ||||||||||
| Transaction, investment and servicing expense | 2,697 | 1,641 | 1,056 | ||||||||||
| Interest expense on real estate | 23,707 | 27,026 | (3,319) | ||||||||||
| Depreciation and amortization | 36,336 | 40,506 | (4,170) | ||||||||||
| Increase of current expected credit loss reserve | 24,001 | 135,798 | (111,797) | ||||||||||
| Impairment of operating real estate | 61,620 | 54,211 | 7,409 | ||||||||||
| Compensation and benefits | 34,986 | 34,644 | 342 | ||||||||||
| Operating expense | 12,067 | 11,867 | 200 | ||||||||||
| Total expenses | 261,329 | 339,580 | (78,251) | ||||||||||
| Other income | |||||||||||||
| Other gain (loss), net | (2,252) | 228 | (2,480) | ||||||||||
| Loss before equity in earnings of unconsolidated ventures and income taxes | (60,269) | (134,457) | 74,188 | ||||||||||
| Equity in earnings of unconsolidated ventures | — | — | |||||||||||
| Income tax benefit (expense) | 21,501 | (1,060) | 22,561 | ||||||||||
| Net loss | $ | (38,768) | $ | (135,517) | $ | 96,749 |
Comparison of Year Ended December 31, 2025 and Year Ended December 31, 2024
Net Interest Income
Interest income
Interest income decreased by $49.9 million to $194.9 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was primarily due to $34.4 million related to loan repayments, $16.3 million related to loans that were consolidated as real estate after acquiring legal title, $16.9 million due to a decrease in interest rates and $5.5 million related to two properties that were consolidated as real estate as the Company was deemed the primary beneficiary. The income associated with these two properties is now classified as property operating income. This was partially offset by $25.1 million related to loan originations.
Interest expense
Interest expense decreased by $26.6 million to $127.3 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was primarily due to $20.2 million due to paydowns on financings, $6.2 million from the net impact of the BRSP 2024-FL2 issuance and the unwinding of the CLNC 2019-FL1 securitization trust following the redemption of all outstanding securities thereunder and $14.4 million from proceeds from loan repayments that were used to amortize the securitization bonds in accordance with the securitization priority of repayments on BRSP 2021-FL1. This was partially offset by $12.9 million relating to draws on our master repurchase facilities.
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Property and other income
Property operating income
Property operating income increased by $25.2 million to $127.6 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily driven by $46.2 million from 2024 and 2025 property acquisitions, partially offset by $16.3 million related to two deconsolidated subsidiaries and $3.5 million related to properties sold during 2024 and 2025.
Other income
Other income decreased by $3.5 million to $8.0 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was primarily driven by lower money market income of $4.6 million partially offset by a tax refund of $0.7 million.
Expenses
Property operating expense
Property operating expense increased by $32.0 million to $65.9 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily driven by $39.1 million from 2024 and 2025 property acquisitions, partially offset by $3.8 million related to properties sold during 2024 and 2025 and $2.9 million related to two deconsolidated subsidiaries.
Transaction, investment and servicing expense
Transaction, investment and servicing expense increased by $1.1 million to $2.7 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily due to higher deal-level expenses incurred during the year ended December 31, 2025.
Interest expense on real estate
Interest expense on real estate decreased by $3.3 million to $23.7 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This decrease was primarily driven by $4.5 million related to two deconsolidated subsidiaries, partially offset by $0.9 million related to 2024 and 2025 property acquisitions.
Depreciation and amortization
Depreciation and amortization expense decreased by $4.2 million to $36.3 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was primarily driven by $6.0 million related to two deconsolidated subsidiaries and $3.1 million related to properties sold during 2025, partially offset by $6.7 million from 2024 and 2025 property acquisitions.
Increase of current expected credit loss reserve
During the year ended December 31, 2025, we recorded a net increase in CECL reserves of $24.0 million. The increase was primarily driven by a net increase in specific CECL reserves of $101.0 million partially offset by a net decrease in general reserves of $77.0 million. The increase in specific CECL reserves was attributable to five multifamily loans, three office loans, one hotel loan and one industrial loan, all of which were charged off during the year ended December 31, 2025.
During the year ended December 31, 2024, we recorded a net increase in CECL reserves of $135.8 million, which is comprised of $97.8 million of general reserves and $38.0 million of specific reserves. The increase in our general CECL reserve was primarily driven by the macroeconomic conditions, as well as specific inputs utilized in our general CECL model, such as net operating income, occupancy and collateral value. The increase in specific CECL reserves was attributable to three multifamily loans, two office loans and a development mezzanine loan, all of which were charged off during the year ended December 31, 2024.
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Impairment of operating real estate
During the year ended December 31, 2025, we recorded total impairment of $61.6 million. This included $53.6 million of impairment related to the deconsolidation of our Norwegian net lease office campus and our Pennsylvania office property. We recorded impairment of $6.3 million related to the sale of one office property during the fourth quarter of 2025 and we also recorded an impairment charge of $1.6 million related to one office property following the execution of a purchase and sale agreement in January 2026. The impairment charge was based on the expected proceeds to be received from the sale.
During the year ended December 31, 2024, we recorded impairment of $54.2 million on four office properties following a reduction in the current expected holding period in connection with the review and preparation of our quarterly financials.
Compensation and benefits
Compensation and benefits increased by $0.3 million to $35.0 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was driven by $1.2 million of increased stock compensation expense following a one-time vesting event in March 2025, offset by lower compensation costs of $1.1 million.
Operating expense
Operating expense increased by $0.2 million to $12.1 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. primarily due to higher third-party costs incurred during the year ended December 31, 2025.
Other income (loss)
Other gain (loss), net
We recorded other loss, net of $2.3 million for the year ended December 31, 2025, as compared to other gain, net of $0.2 million for the year ended December 31, 2024. The loss is related to reclassification of $22.0 million of foreign currency translation loss offset by $18.6 million of designated hedge gains from accumulated other comprehensive income following the resolution of our Norwegian net lease office campus in the second quarter of 2025.
Income tax benefit (expense)
Income tax expense decreased by $22.6 million to a benefit of $21.5 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase is related to a $22.3 million deferred tax liability write-off when an investment subsidiary reached a maturity default on its bond financing collateralized by our Norwegian net lease office campus. Following the maturity default, the lenders exercised remedies and took control by equity pledge of the underlying investment subsidiary.
Comparison of Year Ended December 31, 2024 and Year Ended December 31, 2023
The comparison of our results of operations for the years ended December 31, 2024 and 2023 can be found in our annual report on Form 10-K for the year ended December 31, 2024 located within “Results of Operations” in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition, which is incorporated by reference herein.
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 ended December 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) acquisition costs from successful acquisitions, (iv) gains or losses from sales of real estate property and impairment write-downs of depreciable real
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estate, including unconsolidated joint ventures and preferred equity investments, (v) general CECL reserves, (vi) depreciation and amortization, (vii) 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, (viii) one-time events pursuant to changes in GAAP and (ix) certain material non-cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (viii) and (ix), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include specific CECL reserves.
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) 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.
The following tables present a reconciliation of net income (loss) attributable to our common stockholders to Distributable Earnings and Adjusted Distributable Earnings attributable to our common stockholders (dollars and share amounts in thousands, except per share data) for the years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||||
| Net loss attributable to BrightSpire Capital, Inc. common stockholders | $ | (31,148) | $ | (131,979) | $ | (15,549) | |||||
| Net loss per common share - basic and diluted | $ | (0.26) | $ | (1.05) | $ | (0.12) | |||||
| Adjustments: | |||||||||||
| Non-cash equity compensation expense | 12,836 | 11,649 | 14,056 | ||||||||
| Depreciation and amortization | 37,157 | 41,082 | 32,050 | ||||||||
| Net unrealized loss (gain): | |||||||||||
| Impairment of operating real estate, net of associated income tax benefit | 39,313 | 54,211 | 7,590 | ||||||||
| Other unrealized loss on investments | 3,365 | 125 | 1,747 | ||||||||
| General CECL reserves | (77,008) | 97,767 | 26,983 | ||||||||
| Gain on sales of real estate, preferred equity and investments in unconsolidated joint ventures | (1,112) | (144) | — | ||||||||
| Adjustments related to noncontrolling interests | (862) | (1,552) | (805) | ||||||||
| Distributable Earnings (Loss) attributable to BrightSpire Capital, Inc. common stockholders | $ | (17,459) | $ | 71,159 | $ | 66,072 | |||||
| Distributable Earnings (Loss) per share(1) | $ | (0.13) | $ | 0.55 | $ | 0.51 | |||||
| Adjustments: | |||||||||||
| Specific CECL reserves | $ | 101,009 | $ | 38,031 | $ | 81,166 | |||||
| Fair value adjustments | — | — | (9,055) | ||||||||
| Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders | $ | 83,550 | $ | 109,190 | $ | 138,183 | |||||
| Adjusted Distributable Earnings per share(1) | $ | 0.64 | $ | 0.84 | $ | 1.06 | |||||
| Weighted average number of shares of Class A common stock(1) | 129,756 | 130,150 | 129,794 |
________________________________________
(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.
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Undepreciated Book Value Per Share
We believe that presenting Undepreciated Book Value per share is a more useful and consistent measure of the value of our current portfolio and operations for our investors as it enhances the comparability to our peers who do not hold similar real estate investments. Undepreciated Book Value per share excludes our share of accumulated depreciation and amortization on real estate investments (including related intangible assets and liabilities) and as of the quarter ended June 30, 2024, includes non-GAAP impairment of real estate and any related foreign currency translation. Non-GAAP impairment of real estate is a non-GAAP measure that reflects our share of a property’s carrying value on certain net leased and other real estate office properties whose non-recourse mortgages have matured or who have been placed in a cash flow sweep by their lender. Our ability to refinance at their maturity dates is burdened by the current interest rate environment, lenders’ aversion to finance or refinance office properties and/or associated improvements or paydowns potentially demanded at such properties. Loan maturity defaults can and have led to foreclosures. Cash flow sweeps restrict our ability to utilize earnings generated by a property. As such, we believe it is prudent to recognize impairments and exclude our share of the carrying value related to these properties.
The following table calculates our GAAP book value per share and Undepreciated Book Value per share ($ in thousands, except per share data):
| December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Stockholders’ equity excluding noncontrolling interests in investment entities | $ | 938,432 | $ | 1,048,218 | |||
| Accumulated depreciation and amortization | 180,937 | 232,177 | |||||
| Non-GAAP impairment of real estate | (33,617) | (134,578) | |||||
| Foreign currency translation | — | 6,624 | |||||
| Undepreciated Book Value | $ | 1,085,752 | $ | 1,152,441 | |||
| GAAP book value per share | $ | 7.30 | $ | 8.08 | |||
| Accumulated depreciation and amortization per share | 1.41 | 1.79 | |||||
| Non-GAAP impairment of real estate | (0.26) | (1.04) | |||||
| Foreign currency translation | — | 0.05 | |||||
| Undepreciated Book Value per share(1) | $ | 8.44 | $ | 8.89 | |||
| Total outstanding shares - Class A common stock | 128,627 | 129,685 |
________________________________________
(1)Per share data may differ due to rounding.
| December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Impairment attributable to BrightSpire Capital, Inc. | $ | 61,620 | $ | 54,211 | |||
| Adjustments: | |||||||
| Current year non-GAAP impairment of operating real estate | (100,961) | 134,578 | |||||
| Non-GAAP impairment as of prior fiscal year-end | 134,578 | — | |||||
| Impairment attributable to BrightSpire Capital, Inc. | (61,620) | (54,211) | |||||
| Non-GAAP impairment of real estate | $ | 33,617 | $ | 134,578 |
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
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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.
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 ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||||
| Net loss attributable to BrightSpire Capital, Inc. common stockholders | $ | (31,148) | $ | (131,979) | $ | (15,549) | |||||
| Adjustments: | |||||||||||
| Net (income) loss attributable to non-net leased and other real estate portfolios(1) | (779) | 79,127 | 14,426 | ||||||||
| Net loss attributable to noncontrolling interests in investment entities | (7,620) | (3,538) | (70) | ||||||||
| Amortization of above-and below-market lease intangibles | 324 | 287 | (126) | ||||||||
| Net interest expense | 116 | (69) | (71) | ||||||||
| Interest expense on real estate | 23,707 | 29,117 | 26,024 | ||||||||
| Other income | (934) | (380) | (437) | ||||||||
| Transaction, investment and servicing expense | 70 | 32 | 317 | ||||||||
| Depreciation and amortization | 36,206 | 40,381 | 33,321 | ||||||||
| Impairment of operating real estate | 61,620 | 54,211 | 7,590 | ||||||||
| Operating expense | 40 | 64 | 95 | ||||||||
| Other loss on investments, net | 2,245 | 682 | 1,660 | ||||||||
| Income tax (benefit) expense | (21,761) | 961 | 527 | ||||||||
| NOI attributable to noncontrolling interest in investment entities | (791) | (1,216) | (1,204) | ||||||||
| Total NOI attributable to BrightSpire Capital, Inc. common stockholders | $ | 61,295 | $ | 67,680 | $ | 66,503 |
________________________________________
(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 and corporate and other 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 the foreseeable future.
Financing Strategy
We have a multi-pronged financing strategy that includes an up to $120.0 million secured revolving credit facility, up to approximately $2.1 billion in secured revolving repurchase facilities, $982.1 million in non-recourse securitization financing,
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$382.2 million in commercial mortgages and $34.1 million in other asset-level financing structures, in each case, as of December 31, 2025.
In addition, we may use other forms of financing, including 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 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, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Debt-to-equity ratio(1) | 2.6x | 2.1x |
_________________________________________
(1)Represents (i) total consolidated outstanding secured debt less cash and cash equivalents of $66.8 million and $302.2 million at December 31, 2025 and December 31, 2024, 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 high interest rates have tempered the loan financing markets recently. A high 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.
On January 28, 2022, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan 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.
On December 9, 2025, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amendment No. 1 to the Credit Agreement (the Credit Agreement, as amended, the “Amended Credit Agreement”), and reduced the aggregate principal amount to $120.0 million. Loans under the Amended Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs.
The Amended Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount to up to $180.0 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 Amended Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) a Term SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Term 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 to unutilized borrowing capacity under the Amended Credit Agreement. Amounts owed under the Amended 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 Term SOFR rate election is in effect.
The maximum amount available for borrowing at any time under the Amended 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 December 31, 2025, the borrowing base valuation is sufficient to permit
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borrowings of up to the entire $120.0 million commitment. 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 Amended Credit Agreement terminates and any outstanding revolving loans will mature on December 8, 2028.
The obligations of the Borrowers under the Amended Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of the 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 (as such terms are defined in the Guarantee and Collateral Agreement) in which the proceeds of investment asset distributions are maintained.
The Amended 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 the New York Stock Exchange or any other U.S. national or international securities exchange, and limitations on debt, liens and restricted payments. In addition, the Amended Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the OP to be greater than or equal to the sum of (i) $900,000,000 and (ii) 70% of the net cash proceeds received by the OP from any offering of its common equity after December 9, 2025 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to the OP, excluding any such proceeds that are contributed to the OP within ninety (90) days of receipt and applied to acquire capital stock of the OP; (b) the OP’s EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters not less than 1.40 to 1.00; (c) the OP’s minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) the OP’s ratio of consolidated total debt to consolidated total assets must not exceed 0.80 to 1.00. The Amended 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 the 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 December 31, 2025, the Company was in compliance with all of its financial covenants under the Amended Credit Agreement.
Master Repurchase Facilities
Currently, our primary sources of financing the origination of first mortgage loans and senior loan participations secured by senior loan investments are our repurchase agreements with multiple global financial institutions (each, a “Master Repurchase Facility” and collectively, the “Master Repurchase Facilities”). The Master Repurchase Facilities, 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.
The following table presents a summary of our Master Repurchase Facilities and Bank Credit Facility as of December 31, 2025 (dollars in thousands):
| Maximum Facility Size | Current Borrowings | Weighted Average Final Maturity (Years) | Weighted Average Interest Rate(1) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Master Repurchase Facilities | |||||||||||||
| Bank 1 | $ | 600,000 | $ | 433,642 | 1.2 | SOFR + 2.30% | |||||||
| Bank 2 | 600,000 | 135,550 | 4.3 | SOFR + 1.87% | |||||||||
| Bank 3 | 500,000 | 427,899 | 4.4 | SOFR + 1.60% | |||||||||
| Bank 4 | 400,000 | 81,007 | 3.8 | SOFR + 1.66% | |||||||||
| Total Master Repurchase Facilities | 2,100,000 | 1,078,098 | |||||||||||
| Bank Credit Facility | 120,000 | — | 2.9 | SOFR + 2.25% | |||||||||
| Total Facilities | $ | 2,220,000 | $ | 1,078,098 |
_________________________________________
(1)All facilities utilize Term SOFR at December 31, 2025.
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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 and Bank Credit Facility (dollars in thousands):
| Quarter Ended | Quarterly Average UPB | End of Period UPB | Maximum UPB at Any Month-End | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | $ | 928,385 | $ | 1,078,098 | $ | 1,078,098 | |||||
| September 30, 2025 | 784,202 | 778,671 | 823,583 | ||||||||
| June 30, 2025 | 761,613 | 789,729 | 791,532 | ||||||||
| March 31, 2025 | 759,339 | 733,494 | 818,603 | ||||||||
| December 31, 2024 | 816,782 | 785,183 | 848,381 | ||||||||
| September 30, 2024 | 923,540 | 848,381 | 987,017 | ||||||||
| June 30, 2024 | 1,015,107 | 998,699 | 1,031,514 | ||||||||
| March 31, 2024 | 1,092,119 | 1,031,516 | 1,121,264 |
The increase in our end of period UPB from September 30, 2025 to December 31, 2025 was driven by financing draws during the period.
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.
BRSP 2021-FL1
In July 2021, we executed a securitization transaction through our subsidiaries, BRSP 2021-FL1, Ltd. and BRSP 2021-FL1, LLC, which resulted in the sale of $670.0 million of investment grade notes.
BRSP 2021-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 BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for BRSP 2021-FL1 expired on July 20, 2023. At December 31, 2025, we had $528.2 million of unpaid principal balance of CRE debt investments financed with BRSP 2021-FL1. As of December 31, 2025, the securitization reflects an advance rate of 75.4% at a weighted average cost of funds of Term SOFR plus 1.72% (before transaction costs), and is collateralized by a pool of 19 senior loan investments.
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 did not fail any note protection tests during the year ended December 31, 2025 and December 31, 2024. While we 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.
We expect to redeem BRSP 2021-FL1 in February 2026.
BRSP 2024-FL2
In August 2024, we executed a $675.0 million securitization transaction through wholly-owned subsidiaries, BRSP 2024-FL2, Ltd. and BRSP 2024-FL2, LLC (collectively, “BRSP 2024-FL2”), which resulted in the sale of $583.9 million of the 2024-FL2 Notes.
BRSP 2024-FL2 included a six-month ramp-up acquisition period that allowed us to contribute existing or newly originated loan investments in exchange for $84.8 million in unused proceeds held in BRSP 2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. BRSP 2024-FL2 also includes a two-year reinvestment feature that allows us to contribute existing or newly originated loan investments in exchange for proceeds from repayments of loans held in BRSP
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2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. As of December 31, 2025, the securitization reflects an advance rate of 86.6% at a weighted average cost of funds of Term SOFR plus 2.47% (before transaction costs), and is collateralized by a pool of 27 senior loan investments. During the year ended December 31, 2025, we contributed existing or newly originated loan investments totaling $113.1 million, in exchange for a combination of reinvestment and unused proceeds. At December 31, 2025, the unused proceeds have been fully utilized and we had $674.5 million of unpaid principal balance of CRE debt investments financed with BRSP 2024-FL2.
Additionally, BRSP 2024-FL2 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 did not fail any note protection tests during the year ended December 31, 2025. While we continue to closely monitor all loan investments contributed to BRSP 2024-FL2, a deterioration in the performance of an underlying loan could negatively impact our liquidity position.
BRSP 2026-FL3
On February 17, 2026, we closed a $955.0 million CLO transaction, BRSP 2026-FL3. We placed approximately $833.2 million of investment grade securities with institutional investors providing term financing on a non-mark-to-market, non-recourse basis. BRSP 2026-FL3 is collateralized by interests in 29 first-lien floating rate mortgages secured by 30 properties, with an 87.25% initial advance rate at a weighted average coupon at issuance of Term SOFR + 1.69%, before transaction costs. We also expect to redeem BRSP 2021-FL1 in February 2026 with proceeds from the transaction.
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.
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 of December 31, 2025. This table excludes our obligations that are not fixed and determinable (dollars in thousands):
| Payments Due by Period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Less than a Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
| Bank credit facility(1) | $ | 825 | $ | 413 | $ | 412 | $ | — | $ | — | |||||||||
| Secured debt(2) | 1,655,123 | 778,288 | 539,563 | 111,301 | 225,971 | ||||||||||||||
| Securitization bonds payable(3) | 1,017,565 | 806,483 | 211,082 | — | — | ||||||||||||||
| Ground lease obligations(4) | 23,053 | 3,186 | 5,708 | 3,729 | 10,430 | ||||||||||||||
| Office leases | 4,391 | 1,190 | 2,627 | 574 | — | ||||||||||||||
| $ | 2,700,957 | $ | 1,589,560 | $ | 759,392 | $ | 115,604 | $ | 236,401 | ||||||||||
| Lending commitments(5) | 112,217 | ||||||||||||||||||
| Total | $ | 2,813,174 |
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(1)Future interest payments were estimated based on the applicable index at December 31, 2025 and unused commitment fee of 0.25% per annum, assuming principal is repaid on the current maturity date of January 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 Term SOFR at December 31, 2025.
(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
In April 2025, our board of directors authorized a stock repurchase program (“Stock Repurchase Program”) under which we may repurchase up to $50.0 million of our outstanding Class A common stock until April 30, 2026. The Stock Repurchase Program replaces the prior stock repurchase program authorization which expired on April 30, 2025. Under the Stock
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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 the SEC. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.
During the year ended December 31, 2025, the Company repurchased 2.0 million shares of Class A common stock at a weighted average price of $5.35 per share for an aggregate cost of $10.9 million.
As of December 31, 2025, there is $40.2 million remaining available to make repurchases under the Stock Repurchase Program.
Cash Flows
The following presents a summary of our consolidated statements of cash flows for the year ended December 31, 2025, 2024 and 2023 (dollars in thousands):
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flow provided by (used in): | 2025 | 2024 | 2023 | ||||||||
| Operating activities | $ | 73,025 | $ | 103,405 | $ | 137,624 | |||||
| Investing activities | (419,930) | 313,080 | 384,160 | ||||||||
| Financing activities | 68,926 | (327,947) | (558,600) |
Operating Activities
Cash inflows from operating activities are generated primarily through interest received from loans and preferred equity held for investment, and property operating income from our real estate portfolio. This is partially offset by payment of interest expenses for master repurchase and credit 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 $73.0 million and $103.4 million for the year ended December 31, 2025 and 2024, respectively. Net cash provided by operating activities decreased for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to lower net interest income recorded during the year ended December 31, 2025.
Our operating activities provided net cash inflows of $103.4 million and $137.6 million for the year ended December 31, 2024 and 2023, respectively. Net cash provided by operating activities decreased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to lower net interest income recorded during the year ended December 31, 2024.
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 disbursements on new and/or existing loans, which are partially offset by repayments of loans held for investment.
Investing activities used net cash of $419.9 million for the year ended December 31, 2025. Net cash used in investing activities during the year ended December 31, 2025 resulted primarily from origination and fundings on our loans and preferred equity held for investment, net of $769.1 million, partially offset by repayments on loans and preferred equity held for investment, net of $284.1 million and proceeds from the sale of real estate $80.8 million.
Investing activities generated net cash inflows of $313.1 million for the year ended December 31, 2024. Net cash provided by investing activities during the year ended December 31, 2024 resulted primarily from repayments on loans and preferred equity held for investment, net of $420.9 million partially offset by the origination and fundings on our loans and preferred equity held for investment, net of $114.3 million.
Investing activities generated net cash inflows of $384.2 million for the year ended December 31, 2023. Net cash provided by investing activities during the year ended December 31, 2023 resulted primarily from repayments on loans and preferred equity held for investment, net of $455.9 million partially offset by origination and fundings on our loans and preferred equity held for investment, net of $77.2 million.
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Financing Activities
We finance our investing activities largely through borrowings secured by our investments along with capital from third party investors. We also have the ability to raise capital in the public markets through issuances of common stock, as well as draws upon our corporate credit facility and master repurchase facilities, to finance our investing and operating activities. Accordingly, we incur cash outlays for payments on third party debt and dividends to our common stockholders.
Financing activities generated net cash of $68.9 million for the year ended December 31, 2025, which resulted primarily from borrowings from master repurchase and credit facilities of $615.0 million partially offset by repayment of master repurchase and credit facilities of $322.1 million, repayment of securitization bonds of $112.3 million and distributions paid on common stock of $83.0 million.
Financing activities used net cash of $327.9 million for the year ended December 31, 2024, which resulted primarily from repayment of master repurchase and credit facilities of $665.4 million, repayment of securitization bonds of $403.4 million and distributions paid on common stock of $99.1 million partially offset by borrowings from securitization bonds of $582.6 million and borrowings from master repurchase and credit facilities $297.6 million.
Financing activities used net cash of $558.6 million for the year ended December 31, 2023, which resulted primarily from repayment of master repurchase and credit facilities of $320.6 million, repayment of securitization bonds of $258.8 million and distributions paid on common stock of $104.0 million partially offset by borrowings from master repurchase and credit facilities of $133.1 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 sustainability and other 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 engagement and belonging 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, we 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 payoffs 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 accordance with the original business plan, the team evaluates the risks and determines 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.
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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.
Critical Accounting Estimates
Preparation of financial statements in accordance with U.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.
During 2025, we reviewed and evaluated our critical accounting estimates and we believe they are appropriate. The following is a list of our accounting policies that may require more significant estimates and judgments: 1) Current Expected Credit Loss (“CECL” Reserve) and 2) Real Estate Impairment. We have included a summary of these areas below. For more information on our critical accounting policies and other significant accounting policies, refer to the Note titled “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
CECL Reserve
The 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 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 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. Our model principally utilizes historical loss rates derived from a commercial mortgage-backed securities database with historical losses from 1998 through December 2025 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. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan specific factors, a qualitative adjustment to the reserve may be recorded.
For loans that do not share similar risk characteristics, we evaluate the CECL reserve on an individual basis. We consider loans to be collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral or foreclosure is probable. For such loans, we estimate the CECL reserve based on the difference between the fair value of the underlying collateral and the amortized cost basis of the loan.
We apply broadly accepted and standard real estate valuation techniques, such as a discounted cash flow (“DCF”), direct capitalization methodology or sales comparables, to determine the fair value of the collateral. Determining fair value of the collateral, including utilization of a practical expedient, may take into account a number of assumptions including, but not limited to, market rents and cash flow projections, market capitalization rates, discount rates and sales comps. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.
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Management only expects to charge-off the CECL reserves in the consolidated financial statements if and when such amounts are deemed non-recoverable. This is generally the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, management determines, it is nearly certain that all amounts will not be collected.
In connection with developing the CECL reserve for our loans and preferred equity held for investment, we determine the risk ranking of each loan and preferred equity investment 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.
We also consider qualitative factors, including, but not limited to, economic and business conditions, borrower actions, 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.
Changes in the CECL reserve for our financial instruments are recorded in increase/decrease in current expected credit loss reserve on the consolidated statement of operations with a corresponding offset to the loans held for investment or as a component of other liabilities for future loan fundings recorded on our consolidated balance sheets.
Real Estate Impairment
We evaluate real estate held for investment for impairment periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We evaluate real estate for impairment on the lowest level of identifiable cash flows, which is generally on an individual property basis. If an impairment indicator exists, we evaluate the undiscounted future net cash flows that are expected to be generated by the property, including any estimated proceeds from the eventual disposition of the property. If multiple outcomes are under consideration, we may apply a probability-weighted approach to the impairment analysis. Another key consideration in this assessment is the assumptions about the highest and best use of its real estate investments and its intent and ability to hold them for a reasonable period that would allow for the recovery of their carrying values. If such assumptions change and we shorten our expected hold period, this may result in the recognition of impairment losses. Based upon the analysis, if the carrying value of a property exceeds its undiscounted future net cash flows, an impairment loss is recognized for the excess of the carrying value of the property over the estimated fair value of the property. In evaluating and/or measuring impairment, we consider, among other things, current and estimated future cash flows associated with each property, market information for each sub-market, including, where applicable, capitalization rates, discount rates, leasing trends, occupancy trends, lease or room rates, and the market prices of similar properties recently sold or currently being offered for sale, and other quantitative and qualitative factors.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001717547-25-000008.
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 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 (the “OP”).
Our Business Segments
We present our business as one portfolio through the following business segments:
•Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior and mezzanine loans, and preferred equity interests as well as participations in such loans.
•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 two investments with direct ownership in commercial real estate, with an emphasis on properties with stable cash flow, five additional properties that we acquired through foreclosure or deed-in-lieu of foreclosure and one property that we consolidate as the primary beneficiary.
•Corporate and Other—includes corporate-level asset management and other fees including expenses related to our secured revolving credit facility (the “Bank Credit Facility”) and compensation and benefits. It also includes a sub-portfolio of private equity funds.
Significant Developments
During the year ended December 31, 2024, and through February 18, 2025, significant developments affecting our business and results of operations of our portfolio included the following:
Capital Resources
•During the third quarter of 2024, we executed a $675.0 million securitization transaction through BRSP 2024-FL2 (as defined in “Liquidity and Capital Resources”), contributing 22 senior floating-rate mortgages secured by 25 properties, totaling $590.2 million, which resulted in the sale of $583.9 million of investment grade notes (the “2024-FL2 Notes”). The transaction also features a two-year reinvestment period and available proceeds of $84.8 million to be used within a six-month ramp-up acquisition period from closing. The securitization reflects an initial advance rate of 86.5% at a weighted cost of funds of Term SOFR plus 2.47% (before transaction costs). At December 31, 2024, the securitization was collateralized by a pool of 24 senior loan investments and had remaining available proceeds of $30.3 million. See “Liquidity and Capital Resources” below for further discussion;
•On August 19, 2024, we redeemed the outstanding securities under CLNC 2019-FL1, including the investment grade notes issued thereunder (the “2019-FL1 Notes”), at a redemption price of $311.6 million. The 14 senior loan investments, with an aggregate unpaid principal balance of $477.7 million, held by CLNC 2019-FL1 (as defined
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below) were refinanced by the issuance of the securities under BRSP 2024-FL2, including the 2024-FL2 Notes, and with an existing Master Repurchase Facility;
•Repurchased 1.2 million shares of our Class A common stock at a weighted average price of $5.52 for an aggregate cost of $6.6 million;
•Declared total quarterly dividends of $0.72 per share during the year ended December 31, 2024; and
•As of the date of this report, we have approximately $418.0 million of liquidity, consisting of $253.0 million cash and cash equivalents on hand and $165.0 million available on our Bank Credit Facility.
Our Portfolio
•For the year ended December 31, 2024, we:
◦Received loan repayment proceeds of $417.8 million from 22 loans;
◦Originated four senior mortgage loans with a total commitment of $75.6 million. The average initial funded amount was $15.6 million and had a weighted average spread of SOFR plus 4.06%;
◦Recorded $38.0 million in specific current expected credit loss (“CECL”) reserves related to five senior loans and one mezzanine loan. At December 31, 2024, there were no specific CECL reserves on our consolidated balance sheet;
◦Recorded a net increase in our general CECL reserves of $89.7 million. At December 31, 2024, our general CECL reserve for our outstanding loans and future loan funding commitments is $166.1 million, which is 6.34% of the aggregate commitment amount of our loan portfolio;
◦Reduced the total number of watchlist loans (loans with a risk ranking of 4 or 5) from 10 to seven (refer to “Our Portfolio” for further discussion):
▪Removed five loans with an aggregate unpaid principal balance of $152.7 million;
▪Added two loans with an unpaid principal balance of $97.5 million;
◦Extended 59 loans eligible for certain maturity events, which represent $2.0 billion of unpaid principal balance at December 31, 2024;
◦Recorded our share of GAAP impairment of $53.3 million on four office properties and $134.6 million of non-GAAP impairment of real estate on nine properties. Refer to “Non-GAAP Supplemental Financial Measures - Undepreciated Book Value Per Share” for further discussion;
◦Acquired one Fort Worth, Texas multifamily property through foreclosure with an initial fair value of $33.5 million and consolidated the assets and liabilities of one Arlington, Texas multifamily property. As a result, the properties are now classified as real estate;
◦Sold one office property for net proceeds of $19.1 million and recognized a realized gain of $0.1 million; and
•Subsequent to December 31, 2024, we:
◦Received loan repayment proceeds of $99.8 million from six loans;
◦Originated two senior mortgage loans with a total commitment of $52.7 million. The average initial funded amount was $26.0 million and had a weighted average spread of SOFR plus 2.95%; and
◦Sold one office property for a gross sales price of $5.5 million.
Financial Results
•Generated GAAP net loss of $132.0 million, or $(1.05) per basic and diluted share, Distributable Earnings of $71.2 million or $0.55 per share and Adjusted Distributable Earnings of $109.2 million or $0.84 per share for the year ended December 31, 2024. Distributable Earnings and Adjusted Distributable Earnings are non-GAAP financial measures. A reconciliation of these measures to net income/(loss) attributable to the Company’s common stockholders is in the section “Non-GAAP Supplemental Financial Measures” below.
Trends Affecting Our Business
Global Markets
Although global markets showed signs of stabilization and inflationary pressure may be moderating, CRE value uncertainties, lingering impact from COVID-19 and geopolitical unrest continue to contribute to market volatility. Generationally high interest rates have continued to negatively impact transaction activity in the real estate market and correspondingly the loan financing and refinancing opportunities. While the Federal Reserve lowered interest rates in the second half of 2024, it is uncertain as to when, how many and by how much subsequent interest rate cuts will be made in 2025. To the extent certain of our borrowers are experiencing significant financial dislocation as a result of economic conditions, we have and may continue to use interest and other reserves and/or replenishment obligations of the borrower and/or guarantors to meet current interest payment obligations for a limited period. The market for office properties was particularly negatively impacted by the COVID-19 pandemic and continues to experience headwinds driven by the normalization of work from home and hybrid work arrangements and elevated costs to operate or reconfigure office properties. Although “return to office” mandates are on the
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rise, the demand for office space generally remains lower than pre-COVID-19 pandemic levels and has driven rising vacancy rates. Given the continuing uncertainty in the office market, there is risk of future valuation impairment or investment loss on our loans secured by office properties. Similarly, these trends may impact our ability to manage debt covenant tests, maturity dates and/or seek suitable refinancing opportunities on certain of our office property equity investments, which may adversely impact valuation assessments and cash flow generated by such investments.
While macroeconomic conditions continue to be challenged, we cannot predict whether they will in fact improve or even intensify. Due to the inherent uncertainty of these conditions, their impact on our business is difficult to predict and quantify.
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 and frequency on our CRE loans 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, which includes the inability to modify, extend or refinance existing mortgage debt on our real estate portfolio, 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 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;
•borrowers’ unwillingness to purchase new interest rate caps at loan maturity to qualify for an extension;
•financial hardship to our borrowers, whose ability to service their debt as it is due and payable and to pass maturity extension tests may be materially adversely impacted, resulting in foreclosures;
•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;
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•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 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 of December 31, 2024, our portfolio consisted of 93 investments representing approximately $3.3 billion in carrying value (based on our share of ownership and excluding cash, cash equivalents and certain other assets). Our senior and mezzanine loans consisted of 76 senior and mezzanine loans with a weighted average cash coupon of 3.4% and a weighted average all-in unlevered yield of 7.6%. Our net leased and other real estate consisted of approximately 6.9 million total square feet of space and total 2024 NOI of that portfolio was approximately $67.7 million. Refer to “Non-GAAP Supplemental Financial Measures” below for further information on NOI.
As of December 31, 2024, our portfolio consisted of the following investments (dollars in thousands):
| Count(1) | Carrying value (Consolidated) | Carrying value(at BRSP share)(2) | Net carrying value (Consolidated)(3) | Net carrying value (at BRSP share)(4) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Our Portfolio | ||||||||||||||||||
| Senior loans | 74 | $ | 2,473,793 | $ | 2,473,793 | $ | 665,353 | $ | 665,353 | |||||||||
| Mezzanine loans | 2 | 45,132 | 45,132 | 45,132 | 45,132 | |||||||||||||
| Subtotal | 76 | 2,518,925 | 2,518,925 | 710,485 | 710,485 | |||||||||||||
| Net leased real estate | 8 | 504,494 | 504,494 | 84,218 | 84,218 | |||||||||||||
| Other real estate | 8 | 322,464 | 310,358 | 93,287 | 93,589 | |||||||||||||
| Private equity interests | 1 | 2,235 | 2,235 | 2,235 | 2,235 | |||||||||||||
| Total/Weighted average Our Portfolio | 93 | $ | 3,348,118 | $ | 3,336,012 | $ | 890,225 | $ | 890,527 |
________________________________________
(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 of December 31, 2024.
(3)Net carrying value represents carrying value less any associated financing as of December 31, 2024.
(4)Net carrying value at our share represents the proportionate carrying value based on asset ownership less any associated financing based on ownership as of December 31, 2024.
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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 loan 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:
1.Very Low Risk
2.Low Risk
3.Medium Risk
4.High Risk/Potential for Loss—A loan that has a high risk of realizing a principal loss.
5.Impaired/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
At December 31, 2024, our weighted average risk ranking remained unchanged at 3.2 compared to September 30, 2024. During the fourth quarter of 2024, we had the following risk ranking activity for risk ranked 4 and 5 assets:
•Upgrades: one multifamily loan and one office loan were upgraded to a risk ranking of 3 from a risk ranking of 4;
•Downgrades: one multifamily loan was downgraded to a risk ranking of 5 from a risk ranking of 4 and another multifamily loan was downgraded to a risk ranking of 4 from a risk ranking of 3;
•Other: one multifamily loan with a risk ranking of 5 was resolved when the property was acquired through a foreclosure and reclassified to real estate owned.
Senior and Mezzanine Loans
The following tables provide a summary of our senior and mezzanine loans based on our internal risk rankings, collateral property type and geographic distribution as of December 31, 2024 (dollars in thousands):
| Carrying Value (at BRSP share)(1) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk Ranking | Count | Senior loans | Mezzanine loans | Total | % of Total | ||||||||||||||
| 3 | 69 | $ | 2,062,746 | $ | 45,132 | $ | 2,107,878 | 83.7 | % | ||||||||||
| 4 | 5 | 217,625 | — | 217,625 | 8.6 | % | |||||||||||||
| 5 | 2 | 193,422 | — | 193,422 | 7.7 | % | |||||||||||||
| 76 | $ | 2,473,793 | $ | 45,132 | $ | 2,518,925 | 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 of December 31, 2024.
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| Carrying value (at BRSP share) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Collateral property type | Count | Senior loans | Mezzanine loans | Total | % of Total | ||||||||||||||
| Multifamily | 43 | $ | 1,261,539 | $ | 30,777 | $ | 1,292,316 | 51.3 | % | ||||||||||
| Office | 23 | 754,262 | 14,355 | 768,617 | 30.5 | % | |||||||||||||
| Hotel | 2 | 208,131 | — | 208,131 | 8.3 | % | |||||||||||||
| Other (Mixed-use)(1) | 6 | 214,184 | — | 214,184 | 8.5 | % | |||||||||||||
| Industrial | 2 | 35,677 | — | 35,677 | 1.4 | % | |||||||||||||
| Total | 76 | $ | 2,473,793 | $ | 45,132 | $ | 2,518,925 | 100.0 | % |
_________________________________________
(1)Other includes commercial and residential development assets.
| Carrying value (at BRSP share) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Region | Count | Senior loans | Mezzanine loans | Total | % of Total | |||||||||||||||
| US West | 34 | $ | 1,125,762 | $ | 30,777 | $ | 1,156,539 | 45.9 | % | |||||||||||
| US Southwest | 28 | 862,078 | — | 862,078 | 34.2 | % | ||||||||||||||
| US Northeast | 8 | 313,255 | 14,355 | 327,610 | 13.0 | % | ||||||||||||||
| US Southeast | 6 | 172,698 | — | 172,698 | 6.9 | % | ||||||||||||||
| Total | 76 | $ | 2,473,793 | $ | 45,132 | $ | 2,518,925 | 100.0 | % |
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The following table provides asset level detail for our senior and mezzanine loans as of December 31, 2024 (dollars in thousands):
| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Multifamily | ||||||||||||||||||||||||||
| Loan 1(6) | Senior | 6/18/2019 | Santa Clara, CA | $ | 57,442 | $ | 57,442 | Floating | 5.5% | 9.8% | 2/19/2025 | 69% | 5 | |||||||||||||
| Loan 2 | Senior | 5/17/2022 | Las Vegas, NV | 55,350 | 54,866 | Floating | 2.0% | 7.9% | 6/9/2027 | 74% | 4 | |||||||||||||||
| Loan 3 | Senior | 3/8/2022 | Austin, TX | 50,424 | 50,324 | Floating | 3.3% | 7.6% | 3/9/2027 | 75% | 3 | |||||||||||||||
| Loan 4 | Senior | 7/19/2021 | Dallas, TX | 50,333 | 50,200 | Floating | 3.4% | 7.7% | 8/9/2026 | 74% | 3 | |||||||||||||||
| Loan 5 | Senior | 5/26/2021 | Las Vegas, NV | 47,476 | 47,235 | Floating | 3.5% | 7.8% | 6/9/2026 | 70% | 3 | |||||||||||||||
| Loan 6 | Senior | 3/31/2022 | Louisville, KY | 43,468 | 43,371 | Floating | 3.7% | 8.0% | 4/9/2027 | 72% | 3 | |||||||||||||||
| Loan 7 | Senior | 7/15/2021 | Jersey City, NJ | 43,108 | 43,000 | Floating | 3.1% | 7.4% | 8/9/2026 | 66% | 3 | |||||||||||||||
| Loan 8 | Senior | 7/15/2021 | Dallas, TX | 40,338 | 40,338 | Floating | 3.2% | 7.5% | 8/9/2026 | 77% | 3 | |||||||||||||||
| Loan 9 | Senior | 12/7/2021 | Denver, CO | 40,050 | 40,050 | Floating | 3.3% | 7.6% | 12/9/2026 | 74% | 4 | |||||||||||||||
| Loan 10 | Senior | 3/31/2022 | Long Beach, CA | 39,536 | 39,536 | Floating | 3.4% | 7.7% | 4/9/2027 | 80% | 3 | |||||||||||||||
| Subtotal top 10 multifamily | $ | 467,525 | $ | 466,362 | 19% of total loans | |||||||||||||||||||||
| Loan 11 | Senior | 7/12/2022 | Irving, TX | $ | 38,378 | $ | 38,379 | Floating | 3.6% | 7.9% | 8/9/2027 | 75% | 3 | |||||||||||||
| Loan 12 | Senior | 12/21/2020 | Austin, TX | 37,000 | 37,000 | Floating | 3.2% | 7.5% | 1/9/2026 | 54% | 3 | |||||||||||||||
| Loan 13 | Senior | 1/18/2022 | Dallas, TX | 36,704 | 36,564 | Floating | 3.5% | 7.8% | 2/9/2027 | 75% | 3 | |||||||||||||||
| Loan 14 | Senior | 1/12/2022 | Los Angeles, CA | 36,341 | 36,361 | Floating | 3.4% | 8.0% | 2/9/2027 | 76% | 3 | |||||||||||||||
| Loan 15 | Senior | 7/29/2021 | Phoenix, AZ | 33,325 | 33,325 | Floating | 3.4% | 7.7% | 8/9/2026 | 73% | 3 | |||||||||||||||
| Loan 16 | Senior | 3/31/2021 | Mesa, AZ | 32,610 | 32,131 | Floating | 3.8% | 11.4% | 4/9/2026 | 71% | 3 | |||||||||||||||
| Loan 17 | Senior | 4/29/2021 | Las Vegas, NV | 30,794 | 30,792 | Floating | 3.2% | 7.5% | 5/9/2026 | 76% | 3 | |||||||||||||||
| Loan 18 | Mezzanine | 2/8/2022 | Las Vegas, NV | 30,777 | 30,782 | Fixed | 7.0% | 12.3% | 2/8/2027 | 56%-79% | 3 | |||||||||||||||
| Loan 19 | Senior | 2/17/2022 | Long Beach, CA | 30,137 | 30,137 | Floating | 3.4% | 7.7% | 3/9/2027 | 71% | 3 | |||||||||||||||
| Loan 20 | Senior | 4/15/2022 | Mesa, AZ | 30,134 | 30,160 | Floating | 3.4% | 8.0% | 5/9/2027 | 75% | 3 | |||||||||||||||
| Subtotal top 20 multifamily | $ | 803,725 | $ | 801,993 | 32% of total loans |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 21 | Senior | 8/31/2021 | Glendale, AZ | $ | 28,820 | $ | 28,802 | Floating | 3.3% | 7.6% | 9/9/2026 | 75% | 3 | |||||||||||||
| Loan 22 | Senior | 5/27/2021 | Houston, TX | 27,600 | 27,600 | Floating | 3.1% | 7.4% | 6/9/2026 | 67% | 3 | |||||||||||||||
| Loan 23 | Senior | 12/16/2021 | Fort Mill, SC | 27,365 | 27,366 | Floating | 3.3% | 7.9% | 1/9/2027 | 71% | 3 | |||||||||||||||
| Loan 24 | Senior | 12/21/2021 | Phoenix, AZ | 25,589 | 25,596 | Floating | 3.6% | 8.3% | 1/9/2027 | 75% | 3 | |||||||||||||||
| Loan 25 | Senior | 7/12/2022 | Irving, TX | 25,433 | 25,433 | Floating | 3.6% | 7.9% | 8/9/2027 | 72% | 3 | |||||||||||||||
| Loan 26 | Senior | 3/8/2022 | Glendale, AZ | 25,018 | 25,046 | Floating | 3.5% | 8.1% | 3/9/2027 | 73% | 3 | |||||||||||||||
| Loan 27 | Senior | 3/31/2022 | Phoenix, AZ | 23,841 | 23,847 | Floating | 3.7% | 8.3% | 4/9/2027 | 74% | 3 | |||||||||||||||
| Loan 28 | Senior | 11/4/2021 | Austin, TX | 23,353 | 23,353 | Floating | 3.4% | 7.9% | 11/9/2026 | 78% | 3 | |||||||||||||||
| Loan 29 | Senior | 6/22/2021 | Phoenix, AZ | 22,292 | 22,292 | Floating | 3.3% | 7.6% | 7/9/2026 | 71% | 3 | |||||||||||||||
| Loan 30 | Senior | 7/13/2021 | Oregon City, OR | 22,154 | 22,096 | Floating | 3.4% | 7.7% | 8/9/2026 | 73% | 3 | |||||||||||||||
| Loan 31 | Senior | 7/1/2021 | Aurora, CO | 21,273 | 21,261 | Floating | 3.2% | 7.6% | 7/9/2026 | 73% | 3 | |||||||||||||||
| Loan 32 | Senior | 12/10/2024 | Seattle, WA | 20,760 | 21,000 | Floating | 2.8% | 7.6% | 1/9/2030 | 65% | 3 | |||||||||||||||
| Loan 33 | Senior | 1/12/2022 | Austin, TX | 20,187 | 20,187 | Floating | 3.4% | 7.7% | 2/9/2027 | 76% | 3 | |||||||||||||||
| Loan 34 | Senior | 8/6/2021 | La Mesa, CA | 19,752 | 19,752 | Floating | 3.0% | 7.3% | 8/9/2025 | 72% | 3 | |||||||||||||||
| Loan 35 | Senior | 10/18/2024 | Garland, TX | 19,655 | 19,920 | Floating | 3.7% | 8.3% | 11/9/2029 | 70% | 3 | |||||||||||||||
| Loan 36 | Senior | 12/21/2021 | Gresham, OR | 19,455 | 19,455 | Floating | 3.6% | 7.9% | 1/9/2027 | 76% | 3 | |||||||||||||||
| Loan 37 | Senior | 9/1/2021 | Bellevue, WA | 19,308 | 19,308 | Floating | 3.0% | 7.3% | 9/9/2025 | 71% | 3 | |||||||||||||||
| Loan 38 | Senior | 5/5/2022 | Charlotte, NC | 18,500 | 18,500 | Floating | 3.5% | 7.8% | 5/9/2027 | 70% | 3 | |||||||||||||||
| Loan 39 | Senior | 7/14/2021 | Salt Lake City, UT | 18,362 | 18,315 | Floating | 3.4% | 7.7% | 8/9/2026 | 73% | 3 | |||||||||||||||
| Loan 40 | Senior | 4/29/2022 | Tacoma, WA | 18,331 | 18,331 | Floating | 3.0% | 7.3% | 5/9/2027 | 64% | 3 | |||||||||||||||
| Loan 41 | Senior | 6/25/2021 | Phoenix, AZ | 17,650 | 17,650 | Floating | 3.2% | 7.6% | 7/9/2026 | 75% | 3 | |||||||||||||||
| Loan 42 | Senior | 11/22/2024 | Garland, TX | 12,242 | 12,399 | Floating | 3.5% | 8.1% | 12/9/2029 | 63% | 3 | |||||||||||||||
| Loan 43 | Senior | 3/8/2022 | Glendale, AZ | $ | 11,651 | $ | 11,664 | Floating | 3.5% | 8.1% | 3/9/2027 | 73% | 3 | |||||||||||||
| Total/Weighted average multifamily loans | $ | 1,292,316 | $ | 1,291,166 | 51% of total loans | 3.5% | 8.1% | 1.9 years | 3.2 |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Office | ||||||||||||||||||||||||||
| Loan 44 | Senior | 1/19/2021 | Phoenix, AZ | $ | 76,325 | $ | 76,325 | Floating | 3.7% | 8.0% | 2/9/2026 | 70% | 3 | |||||||||||||
| Loan 45 | Senior | 8/28/2018 | San Jose, CA | 74,070 | 74,071 | Floating | 2.6% | 6.9% | 8/28/2025 | 81% | 3 | |||||||||||||||
| Loan 46 | Senior | 2/13/2019 | Baltimore, MD | 58,606 | 58,606 | Floating | 3.6% | 7.9% | 2/9/2025 | 74% | 3 | |||||||||||||||
| Loan 47 | Senior | 11/23/2021 | Tualatin, OR | 42,104 | 40,961 | Floating | 1.5% | 5.8% | 12/9/2026 | 66% | 4 | |||||||||||||||
| Loan 48 | Senior | 4/27/2022 | Plano, TX | 41,179 | 41,101 | Floating | 4.1% | 8.4% | 5/9/2027 | 70% | 3 | |||||||||||||||
| Loan 49 | Senior | 5/23/2022 | Plano, TX | 40,802 | 40,720 | Floating | 4.3% | 8.6% | 6/9/2027 | 64% | 3 | |||||||||||||||
| Loan 50 | Senior | 9/28/2021 | Reston, VA | 40,251 | 39,682 | Floating | 2.1% | 8.4% | 10/9/2026 | 71% | 4 | |||||||||||||||
| Loan 51 | Senior | 11/17/2021 | Dallas, TX | 39,869 | 39,869 | Floating | 4.0% | 8.3% | 12/9/2025 | 61% | 4 | |||||||||||||||
| Loan 52 | Senior | 4/7/2022 | San Jose, CA | 33,906 | 33,906 | Floating | 4.2% | 8.5% | 4/9/2027 | 70% | 3 | |||||||||||||||
| Loan 53 | Senior | 4/30/2021 | San Diego, CA | 33,663 | 33,663 | Floating | 3.6% | 8.0% | 5/9/2026 | 55% | 3 | |||||||||||||||
| Subtotal top 10 office loans | $ | 480,775 | $ | 478,904 | 19% of total loans | |||||||||||||||||||||
| Loan 54 | Senior | 3/31/2022 | Blue Bell, PA | $ | 28,854 | $ | 28,854 | Floating | 4.2% | 8.5% | 4/9/2025 | 80% | 3 | |||||||||||||
| Loan 55 | Senior | 10/21/2021 | Blue Bell, PA | 28,623 | 28,624 | Floating | 3.8% | 8.1% | 4/9/2025 | 78% | 3 | |||||||||||||||
| Loan 56 | Senior | 2/26/2019 | Charlotte, NC | 27,653 | 27,653 | Floating | 3.3% | 7.7% | 7/9/2025 | 72% | 3 | |||||||||||||||
| Loan 57 | Senior | 12/7/2018 | Carlsbad, CA | 26,912 | 26,500 | Floating | 3.9% | 8.2% | 12/9/2025 | 73% | 3 | |||||||||||||||
| Loan 58 | Senior | 12/7/2021 | Hillsboro, OR | 25,738 | 25,738 | Floating | 4.0% | 8.3% | 2/9/2025 | 77% | 3 | |||||||||||||||
| Loan 59 | Senior | 7/30/2021 | Denver, CO | 24,413 | 24,413 | Floating | 4.4% | 8.7% | 8/9/2026 | 66% | 3 | |||||||||||||||
| Loan 60 | Senior | 9/16/2019 | San Francisco, CA | 24,001 | 24,001 | Floating | 3.3% | 7.6% | 1/9/2025 | 54% | 3 | |||||||||||||||
| Loan 61 | Senior | 8/27/2019 | San Francisco, CA | 22,716 | 22,716 | Floating | 2.9% | 7.3% | 3/9/2025 | 84% | 3 | |||||||||||||||
| Loan 62 | Senior | 10/13/2021 | Burbank, CA | 18,216 | 18,216 | Floating | 4.0% | 8.3% | 11/9/2026 | 51% | 3 | |||||||||||||||
| Loan 63 | Senior | 10/29/2020 | Denver, CO | 17,937 | 17,937 | Floating | 3.7% | 8.0% | 11/9/2025 | 64% | 3 | |||||||||||||||
| Subtotal top 20 office loans | $ | 725,838 | $ | 723,556 | 29% of total loans | |||||||||||||||||||||
| Loan 64 | Senior | 11/16/2021 | Charlotte, NC | $ | 15,460 | $ | 15,466 | Floating | 4.5% | 8.8% | 12/9/2026 | 67% | 3 | |||||||||||||
| Loan 65(7) | Mezzanine | 2/13/2023 | Baltimore, MD | 14,355 | 14,355 | n/a(7) | n/a(7) | n/a(7) | 2/7/2025 | 74%-75% | 3 | |||||||||||||||
| Loan 66 | Senior | 11/10/2021 | Richardson, TX | 12,964 | 12,932 | Floating | 4.1% | 8.4% | 12/9/2026 | 68% | 3 | |||||||||||||||
| Total/Weighted average office loans | $ | 768,617 | $ | 766,309 | 31% of total loans | 3.4% | 7.8% | 1.1 years | 3.2 |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Hotel | ||||||||||||||||||||||||||
| Loan 67(8) | Senior | 1/2/2018 | San Jose, CA | $ | 135,979 | $ | 135,979 | n/a(8) | n/a(8) | n/a(8) | 11/9/2026 | 76% | 5 | |||||||||||||
| Loan 68 | Senior | 6/25/2018 | Englewood, CO | 72,152 | 72,000 | Floating | 3.5% | 8.1% | 5/9/2025 | 68% | 3 | |||||||||||||||
| Total/Weighted average hotel loans | $ | 208,131 | $ | 207,979 | 1.2% | 2.8% | 1.3 years | 4.3 | ||||||||||||||||||
| Other (Mixed-use) | ||||||||||||||||||||||||||
| Loan 69 | Senior | 10/24/2019 | Brooklyn, NY | $ | 79,308 | $ | 79,308 | Floating | 4.2% | 8.5% | 11/9/2025 | 79% | 3 | |||||||||||||
| Loan 70 | Senior | 1/13/2022 | New York, NY | 46,090 | 46,090 | Floating | 3.5% | 7.8% | 2/9/2027 | 76% | 3 | |||||||||||||||
| Loan 71 | Senior | 6/2/2021 | South Pasadena, CA | 33,893 | 33,808 | Floating | 5.0% | 9.5% | 6/9/2026 | 71% | 3 | |||||||||||||||
| Loan 72 | Senior | 5/3/2022 | Brooklyn, NY | 28,665 | 28,665 | Floating | 4.4% | 8.7% | 5/9/2027 | 68% | 3 | |||||||||||||||
| Loan 73 | Senior | 8/31/2021 | Los Angeles, CA | 15,888 | 15,888 | Floating | 4.6% | 8.9% | 9/9/2026 | 58% | 3 | |||||||||||||||
| Loan 74 | Senior | 4/3/2024 | South Pasadena, CA | $ | 10,340 | $ | 10,340 | Floating | 9.8% | 15.1% | 1/9/2025 | 84% | 3 | |||||||||||||
| Total/Weighted average other (mixed-use) loans | $ | 214,184 | $ | 214,099 | 4.5% | 8.9% | 1.4 years | 3.0 | ||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Loan 75 | Senior | 7/13/2022 | Ontario, CA | $ | 24,083 | $ | 24,131 | Floating | 3.3% | 8.0% | 8/9/2027 | 66% | 3 | |||||||||||||
| Loan 76 | Senior | 3/21/2022 | Commerce, CA | 11,594 | 11,594 | Floating | 3.3% | 7.6% | 4/9/2027 | 60% | 3 | |||||||||||||||
| Total/Weighted average industrial loans | $ | 35,677 | $ | 35,725 | 3.3% | 7.8% | 2.5 years | 3.0 | ||||||||||||||||||
| Total/Weighted average senior and mezzanine loans - Our Portfolio | $ | 2,518,925 | $ | 2,515,278 | 3.4% | 7.6% | 1.6 years | 3.2 |
_________________________________________
(1)Represents carrying values at our share as of December 31, 2024 and excludes general CECL reserves.
(2)Represents the stated coupon rate for loans; for floating rate loans, does not include Secured Overnight Financing Rate (“SOFR”), which was 4.33% as of December 31, 2024.
(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 and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of December 31, 2024 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 for the in place collateral 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 for the in place collateral 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
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value as of the date the loan was originated, or the cumulative principal amount divided by the appraised value for the in place collateral as of the date of the most recent appraisal.
(5)On a quarterly basis, our senior and mezzanine loans are rated “1” through “5,” from less risk to greater risk. Represents risk ranking as of December 31, 2024.
(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)Loan 65 was placed on nonaccrual status in April 2024; as such, no income is being recognized.
(8)Loan 67 was placed on nonaccrual status in June 2024; as such, no income is being recognized.
At December 31, 2024, our general CECL reserve for our outstanding loans and future loan funding commitments is $166.1 million, which is 6.34% of the aggregate commitment amount of our loan portfolio. This represents an increase of $10.4 million from $155.7 million or 5.78% of the aggregate commitment amount of our loan portfolio at September 30, 2024. The increase in our general CECL reserve was primarily driven by specific inputs on certain multifamily and office loans utilized in our general CECL model. During the fourth quarter of 2024, we recorded total specific CECL reserves of $10.0 million related to one multifamily loan and one office loan which were subsequently charged off during the quarter. As a result, we have no specific CECL reserves at December 31, 2024.
Net Leased and Other Real Estate
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. 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. We also own five properties included in other real estate that were acquired through deeds-in-lieu of foreclosure and foreclosure and consolidate one property after being deemed the primary beneficiary of the variable interest entity holding it.
As of December 31, 2024, $814.9 million or 24.4% of our assets were invested in net leased and other real estate properties and these properties were 88.7% occupied. The following table presents our net leased and other real estate investments as of December 31, 2024 (dollars in thousands):
| Count(1) | Carrying Value(2) | NOI for the year ended December 31, 2024(3) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net leased real estate | 8 | $ | 504,494 | $ | 49,455 | |||||
| Other real estate | 8 | 310,358 | 18,225 | |||||||
| Total/Weighted average net leased and other real estate | 16 | $ | 814,852 | $ | 67,680 |
________________________________________
(1)Count represents the number of investments.
(2)Represents carrying values at our share as of December 31, 2024; 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.
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The following table provides asset-level detail of our net leased and other real estate as of December 31, 2024:
| Collateral type | City, State | Number of properties | Rentable square feet (“RSF”) / units/keys(1) | Weighted average % leased(2) | Weighted average lease term (yrs)(3) | Principal amount of debt(4) | Final debt maturity date | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net leased real estate | |||||||||||||||||||
| Net lease 1 | Industrial | Various - U.S. | 2 | 2,787,343 RSF | 100% | 13.6 | $ | 200,000 | Sep-33 | ||||||||||
| Net lease 2(5) | Office | Stavanger, Norway | 1 | 1,290,926 RSF | 100% | 5.4 | 132,879 | Jun-25 | |||||||||||
| Net lease 3 | Office | Aurora, CO | 1 | 183,529 RSF | 100% | 2.9 | 28,671 | Aug-26 | |||||||||||
| Net lease 4 | Office | Indianapolis, IN | 1 | 338,000 RSF | 100% | 6.0 | 21,368 | Oct-27 | |||||||||||
| Net lease 5(5)(6) | Retail | Various - U.S. | 7 | 319,600 RSF | 100% | 3.0 | 27,670 | Nov-26 & Mar-28 | |||||||||||
| Net lease 6(5) | Retail | Keene, NH | 1 | 45,471 RSF | 100% | 4.1 | 6,620 | Nov-26 | |||||||||||
| Net lease 7 | Retail | South Portland, ME | 1 | 52,900 RSF | 100% | 7.1 | — | — | |||||||||||
| Net lease 8(5) | Retail | Fort Wayne, IN | 1 | 50,000 RSF | 100% | 0.7 | 3,069 | Nov-26 | |||||||||||
| Total/Weighted average net leased real estate | 15 | 5,067,769 RSF | 100% | 9.0 | $ | 420,277 | |||||||||||||
| Other real estate | |||||||||||||||||||
| Other real estate 1(5)(7) | Office | Creve Coeur, MO | 7 | 847,604 RSF | 82% | 3.5 | $ | 94,263 | Dec-28 | ||||||||||
| Other real estate 2(5) | Office | Warrendale, PA | 5 | 496,440 RSF | 85% | 5.1 | 60,252 | Jan-25(8) | |||||||||||
| Other real estate 3 | Multifamily | Arlington, TX | 1 | 436 Units | 72% | n/a | — | — | |||||||||||
| Other real estate 4(9) | Multifamily | Phoenix, AZ | 1 | 236 Units | 92% | n/a | — | — | |||||||||||
| Other real estate 5(9) | Multifamily | Fort Worth, TX | 1 | 354 Units | 84% | n/a | — | — | |||||||||||
| Other real estate 6(9) | Office | Long Island City, NY | 1 | 220,872 RSF | 31% | 4.1 | — | — | |||||||||||
| Other real estate 7(5)(9) | Office | Long Island City, NY | 1 | 128,195 RSF | 2% | 5.2 | — | — | |||||||||||
| Other real estate 8(5)(9) | Office | Oakland, CA | 1 | 90,693 RSF | 42% | 2.8 | — | — | |||||||||||
| Total/Weighted average other real estate | 18 | n/a | 70% | 4.2 | $ | 154,515 | |||||||||||||
| Total net leased and other real estate | 33 |
_________________________________________
(1)Rentable square feet based on carrying value at our share as of December 31, 2024.
(2)Represents the percent leased as of December 31, 2024. Weighted average calculation based on carrying value at our share as of December 31, 2024.
(3)Based on in-place leases (defined as occupied and paying leases) as of December 31, 2024, and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of December 31, 2024.
(4)Represents principal amount of debt at our share as of December 31, 2024.
(5)Represents a property where we recorded impairment during the year ended December 31, 2024. For Net lease 5, three individual properties were impaired.
(6)Net lease 5 consists of two separate mortgage notes.
(7)The mortgage payable collateralized by Other real estate 1 was extended in December 2024 to December 2027, the current maturity date. We have a one-year extension available, subject to satisfaction of certain customary conditions set forth in the governing documents.
(8)The mortgage payable collateralized by Other real estate 2 is in maturity default as of January 2025. We are currently negotiating an extension with our lender and remain current on interest payments.
(9)Property was acquired through foreclosure or deed-in-lieu of foreclosure.
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Results of Operations
The following table summarizes our portfolio results of operations for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands):
| Year Ended December 31, | Change | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 compared to 2023 | 2023 compared to 2022 | |||||||||||||||||
| Net interest income | |||||||||||||||||||||
| Interest income | $ | 244,773 | $ | 298,702 | $ | 236,181 | $ | (53,929) | $ | 62,521 | |||||||||||
| Interest expense | (153,910) | (173,309) | (111,806) | 19,399 | (61,503) | ||||||||||||||||
| Interest income on mortgage loans held in securitization trusts | — | — | 32,163 | — | 32,163 | ||||||||||||||||
| Interest expense on mortgage obligations issued by securitization trusts | — | — | (29,434) | — | (29,434) | ||||||||||||||||
| Net interest income | 90,863 | 125,393 | 127,104 | (34,530) | (1,711) | ||||||||||||||||
| Property and other income | |||||||||||||||||||||
| Property operating income | 102,443 | 93,403 | 90,191 | 9,040 | 3,212 | ||||||||||||||||
| Other income | 11,589 | 13,921 | 6,058 | (2,332) | 7,863 | ||||||||||||||||
| Total property and other income | 114,032 | 107,324 | 96,249 | 6,708 | 11,075 | ||||||||||||||||
| Expenses | |||||||||||||||||||||
| Property operating expense | 33,887 | 26,640 | 24,222 | 7,247 | 2,418 | ||||||||||||||||
| Transaction, investment and servicing expense | 1,641 | 2,499 | 3,434 | (858) | (935) | ||||||||||||||||
| Interest expense on real estate | 27,026 | 25,909 | 28,717 | 1,117 | (2,808) | ||||||||||||||||
| Depreciation and amortization | 40,506 | 33,504 | 34,099 | 7,002 | (595) | ||||||||||||||||
| Increase of current expected credit loss reserve | 135,798 | 108,149 | 70,635 | 27,649 | 37,514 | ||||||||||||||||
| Impairment of operating real estate | 54,211 | 7,590 | — | 46,621 | 7,590 | ||||||||||||||||
| Compensation and benefits | 34,644 | 39,501 | 33,031 | (4,857) | 6,470 | ||||||||||||||||
| Operating expense | 11,867 | 13,150 | 14,641 | (1,283) | (1,491) | ||||||||||||||||
| Total expenses | 339,580 | 256,942 | 208,779 | 82,638 | 48,163 | ||||||||||||||||
| Other income | |||||||||||||||||||||
| Unrealized gain on mortgage loans and obligations held in securitization trusts, net | — | — | 854 | — | (854) | ||||||||||||||||
| Realized loss on mortgage loans and obligations held in securitization trusts, net | — | — | (854) | — | 854 | ||||||||||||||||
| Other gain, net | 228 | 613 | 34,630 | (385) | (34,017) | ||||||||||||||||
| Income (loss) before equity in earnings of unconsolidated ventures and income taxes | (134,457) | (23,612) | 49,204 | (110,845) | (72,816) | ||||||||||||||||
| Equity in earnings of unconsolidated ventures | — | 9,055 | 25 | (9,055) | 9,030 | ||||||||||||||||
| Income tax expense | (1,060) | (1,062) | (2,440) | 2 | 1,378 | ||||||||||||||||
| Net income (loss) | $ | (135,517) | $ | (15,619) | $ | 46,789 | $ | (119,898) | $ | (62,408) |
Comparison of Year Ended December 31, 2024 and Year Ended December 31, 2023
Net Interest Income
Interest income
Interest income decreased by $53.9 million to $244.8 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease was primarily due to $40.4 million from loan repayments, $12.4 million from loans placed on nonaccrual status, and $8.5 million from the acquisition of six properties through deeds-in-lieu and foreclosure and one loan consolidated as real estate. This was partially offset by $3.9 million from higher interest rates, loan originations of $1.6 million, and proceeds of $1.2 million from interest on cash related to the BRSP 2024-FL2 ramp up.
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Interest expense
Interest expense decreased by $19.4 million to $153.9 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease was primarily due to $30.8 million in repayments, partially offset by the net impact of the BRSP 2024-FL2 issuance and the unwinding of the CLNC 2019-FL1 securitization trust following the redemption of all outstanding securities thereunder of $12.0 million.
Property and other income
Property operating income
Property operating income increased by $9.0 million to $102.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was primarily driven by property acquisitions during 2023 and 2024.
Other income
Other income decreased by $2.3 million to $11.6 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease was primarily driven by lower income on money market investments.
Expenses
Property operating expense
Property operating expense increased by $7.2 million to $33.9 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was primarily driven by property acquisitions during 2023 and 2024.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by $0.9 million to $1.6 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease was primarily due to costs associated with a secondary offering of shares of our Class A common stock in the first quarter of 2023.
Interest expense on real estate
Interest expense on real estate increased by $1.1 million to $27.0 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was primarily due to amortization income recorded on above-market debt during the year ended December 31, 2023.
Depreciation and amortization
Depreciation and amortization expense increased by $7.0 million to $40.5 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was primarily driven by property acquisitions during 2023 and 2024.
Increase of CECL reserve
We recorded total CECL reserves of $135.8 million during the year ended December 31, 2024, which is comprised of $97.8 million of general reserves and $38.0 million of specific reserves. The increase in our general CECL reserve was primarily driven by the macroeconomic conditions, as well as specific inputs on certain office and multifamily properties utilized in our general CECL model. We recorded specific CECL reserves related to three multifamily senior loans, two office senior loans, and a development mezzanine loan during the year ended December 31, 2024. The specific reserves were charged off during the year ended December 31, 2024. We recorded total CECL reserves of $108.1 million during the year ended December 31, 2023, primarily driven by an increase of specific reserves related to three office senior loans, one multifamily senior loan, and a development mezzanine loan.
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Impairment of operating real estate
During the year ended December 31, 2024, we recorded impairment of $54.2 million on four office properties following a reduction in the current expected holding period in connection with our preparation of our quarterly financial reporting. During the year ended December 31, 2023, we recorded $7.6 million on one office property following a reduction in the current expected holding period in connection with our preparation of our quarterly financial reporting.
Compensation and benefits
Compensation and benefits decreased by $4.9 million to $34.6 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease was primarily driven by lower stock compensation and payroll-related expenses.
Operating expense
Operating expense decreased by $1.3 million to $11.9 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to lower third-party costs.
Other income
Other gain, net
Other gain, net decreased by $0.4 million to $0.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. This was primarily due to lower unrealized gains on foreign currency hedges. As of December 31, 2024, we hold no foreign currency hedges.
Equity in earnings of unconsolidated ventures
We did not record equity in earnings of unconsolidated ventures during the year ended December 31, 2024. During the year ended December 31, 2023, we realized a one-time gain from our ratable share of dispute resolution proceeds of approximately $9.0 million from the senior mezzanine lender of the Development Mezzanine Loan in connection with our prior Los Angeles, California mixed-use project and retained B-participation investment. In connection with the settlement, effective January 26, 2023, we have no further interest in the loan or investment.
Income tax expense
Income tax expense decreased by a de minimis amount to $1.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Comparison of Year Ended December 31, 2023 and Year Ended December 31, 2022
Net Interest Income
Interest income
Interest income increased by $62.5 million to $298.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The increase was primarily due to $72.6 million related to higher interest rates and $31.3 million due to 2022 loan originations partially offset by $36.8 million due to loan repayments.
Interest expense
Interest expense increased by $61.5 million to $173.3 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The increase was primarily due to $66.2 million from higher interest rates in 2023, partially offset by $7.8 million due to paydowns on financings.
Net interest income on mortgage loans and obligations held in securitization trusts, net
Net interest income on mortgage loans and obligation held in securitization trusts, net decreased by $2.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022 due to the sale of our final retained interest in a securitization trust in November 2022.
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Property and other income
Property operating income
Property operating income increased by $3.2 million to $93.4 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The increase was primarily due to $4.0 million from five real estate foreclosures in 2023 and a tax refund and higher reimbursement income of $1.0 million at two office properties partially offset by $1.7 million from two real estate properties sold in the first quarter of 2022.
Other income
Other income increased by $7.9 million to $13.9 million during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to higher interest rates on money market investments.
Expenses
Property operating expense
Property operating expense increased by $2.4 million to $26.6 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The increase was primarily due to $2.7 million from five real estate foreclosures in 2023 and $0.8 million in higher utilities, insurance and property taxes incurred at two office properties in the year ended December 31, 2023. This was partially offset by $1.5 million from two real estate properties sold in the first quarter of 2022.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by $0.9 million to $2.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. This was primarily due to $0.7 million related to lower loan servicing fees and $0.5 million of costs associated with the sale of a joint venture in the first quarter of 2022.
Interest expense on real estate
Interest expense on real estate decreased by $2.8 million to $25.9 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. This decrease was primarily due to amortization income recorded on above-market debt during the year ended December 31, 2023.
Depreciation and amortization
Depreciation and amortization expense decreased by $0.6 million to $33.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The decrease was primarily due to fully depreciated and amortized assets associated with two office properties of $1.9 million and foreign currency translation of $0.9 million partially offset by $1.9 million from real estate foreclosures.
Increase of current expected credit loss reserve
During the year ended December 31, 2023, we recorded CECL reserves of $108.1 million as compared to reserves of $70.6 million for year ended December 31, 2022. The increase was primarily driven by an increase in specific reserves related to three office senior loans, one multifamily senior loan and one multifamily mezzanine loan, in addition to an increase in general reserves.
Impairment of operating real estate
We recorded impairment of $7.6 million on one office property following a reduction in the estimated holding period during the year ended December 31, 2023. We recorded no impairment for the year ended December 31, 2022.
Compensation and benefits
Compensation and benefits increased by $6.5 million to $39.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to fully recognizing stock compensation on performance stock units issued in March 2023 and stock compensation on restricted stock grants issued in March 2023.
Operating expense
Operating expense decreased by $1.5 million to $13.2 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to lower third-party fees.
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Other income (loss)
Unrealized gain on mortgage loans and obligations held in securitization trusts, net
During the year ended December 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 a securitization trust. Following the sale, we no longer hold any mortgage loans and obligations held in securitization trusts.
Realized loss on mortgage loans and obligations held in securitization trusts, net
During the year ended December 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 a securitization trust. Following the sale, we no longer hold any mortgage loans and obligations held in securitization trusts.
Other gain, net
Other gain, net decreased by $34.0 million to $0.6 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to $32.8 million in realized gains associated with asset sales in 2022.
Equity in earnings of unconsolidated ventures
During the year ended December 31, 2023, we realized a one-time gain from our ratable share of dispute resolution proceeds of approximately $9.0 million from the senior mezzanine lender at our prior Los Angeles, California mixed-use project construction mezzanine loan and retained B-participation investment. In connection with the settlement, effective January 26, 2023, we have no further interest in the loan or investment. We recorded de minimis equity in earnings of unconsolidated ventures during the year ended December 31, 2022.
Income tax expense
Income tax expense decreased by $1.4 million to $1.1 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022 primarily due to return to provision adjustments recorded during the year ended December 31, 2022.
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 ended December 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) acquisition costs from successful acquisitions, (iv) 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, (v) general CECL reserves, (vi) depreciation and amortization, (vii) 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, (viii) one-time events pursuant to changes in GAAP and (ix) certain material non-cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (viii) and (ix), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include specific CECL reserves.
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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) 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.
The following tables present a reconciliation of net income (loss) attributable to our common stockholders to Distributable Earnings and Adjusted Distributable Earnings attributable to our common stockholders (dollars and share amounts in thousands, except per share data) for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||
| Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders | $ | (131,979) | $ | (15,549) | $ | 45,788 | |||||
| Adjustments: | |||||||||||
| Net income attributable to noncontrolling interest of the Operating Partnership | — | — | 1,013 | ||||||||
| Non-cash equity compensation expense | 11,649 | 14,056 | 7,888 | ||||||||
| Depreciation and amortization | 41,082 | 32,050 | 33,949 | ||||||||
| Net unrealized loss (gain): | |||||||||||
| Impairment of operating real estate | 54,211 | 7,590 | — | ||||||||
| Other unrealized loss (gain) on investments | 125 | 1,747 | (1,155) | ||||||||
| General CECL reserves | 97,767 | 26,983 | 13,692 | ||||||||
| Gain on sales of real estate, preferred equity and investments in unconsolidated joint ventures | (144) | — | (30,709) | ||||||||
| Adjustments related to noncontrolling interests | (1,552) | (805) | (730) | ||||||||
| Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders | $ | 71,159 | $ | 66,072 | $ | 69,736 | |||||
| Distributable Earnings per share(1) | $ | 0.55 | $ | 0.51 | $ | 0.53 | |||||
| Adjustments: | |||||||||||
| Specific CECL reserves | $ | 38,031 | $ | 81,166 | $ | 56,944 | |||||
| Fair value adjustments | — | (9,055) | — | ||||||||
| Realized loss on CRE debt securities and B-piece | — | — | 797 | ||||||||
| Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders | $ | 109,190 | $ | 138,183 | $ | 127,477 | |||||
| Adjusted Distributable Earnings per share(1) | $ | 0.84 | $ | 1.06 | $ | 0.98 | |||||
| Weighted average number of shares of Class A common stock(1) | 130,150 | 129,794 | 130,539 |
________________________________________
(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 ended December 31, 2022 includes 3.1 million OP units until their redemption in May 2022.
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Undepreciated Book Value Per Share
We believe that presenting undepreciated book value per share is a more useful and consistent measure of the value of our current portfolio and operations for our investors. It additionally enhances the comparability to our peers who do not hold real estate investments. Undepreciated book value per share excludes our share of accumulated depreciation and amortization on real estate investments (including related intangible assets and liabilities). It also excludes our share of the carrying value (including any related foreign currency translation) on certain net leased and other real estate office properties whose non-recourse mortgages mature within 12 months or who have been placed in a cash flow sweep by their lender. Our ability to refinance at their maturity dates is burdened by the current interest rate environment, lenders’ aversion to finance or refinance office properties and/or associated improvements or paydowns potentially demanded at such properties. Loan maturity defaults can lead to foreclosures. Given this potential likelihood, we believe it is prudent to recognize impairments and exclude our share of the carrying value related to these properties.
The following table calculates our GAAP book value per share and undepreciated book value per share ($ in thousands, except per share data):
| December 31, 2024 | December 31, 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Stockholders’ Equity excluding noncontrolling interests in investment entities | $ | 1,048,218 | $ | 1,277,335 | |||
| Accumulated depreciation and amortization | 232,177 | 198,164 | |||||
| Non-GAAP impairment of real estate | (134,578) | — | |||||
| Foreign currency translation | 6,624 | — | |||||
| Undepreciated book value | $ | 1,152,441 | $ | 1,475,499 | |||
| GAAP book value per share | $ | 8.08 | $ | 9.83 | |||
| Accumulated depreciation and amortization per share | 1.79 | 1.52 | |||||
| Non-GAAP impairment of real estate | (1.04) | — | |||||
| Foreign currency translation | 0.05 | — | |||||
| Undepreciated book value per share | $ | 8.89 | $ | 11.35 | |||
| Total outstanding shares - Class A common stock | 129,685 | 129,985 |
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.
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.
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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 ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||
| Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders | $ | (131,979) | $ | (15,549) | $ | 45,788 | |||||
| Adjustments: | |||||||||||
| Net (income) loss attributable to non-net leased and other real estate portfolios(1) | 79,127 | 14,426 | (32,342) | ||||||||
| Net loss attributable to noncontrolling interests in investment entities | (3,538) | (70) | (12) | ||||||||
| Amortization of above- and below-market lease intangibles | 287 | (126) | (364) | ||||||||
| Net interest income | (69) | (71) | — | ||||||||
| Interest expense on real estate | 29,117 | 26,024 | 28,717 | ||||||||
| Other income | (380) | (437) | (18) | ||||||||
| Transaction, investment and servicing expense | 32 | 317 | 681 | ||||||||
| Depreciation and amortization | 40,381 | 33,321 | 33,886 | ||||||||
| Impairment of operating real estate | 54,211 | 7,590 | — | ||||||||
| Operating expense | 64 | 95 | 231 | ||||||||
| Other gain (loss) on investments, net | 682 | 1,660 | (10,287) | ||||||||
| Income tax expense | 961 | 527 | 231 | ||||||||
| NOI attributable to noncontrolling interest in investment entities | (1,216) | (1,204) | (1,200) | ||||||||
| Total NOI, at share | $ | 67,680 | $ | 66,503 | $ | 65,311 |
________________________________________
(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 and corporate and other 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 the foreseeable future.
Financing Strategy
We have a multi-pronged financing strategy that includes an up to $165.0 million secured revolving credit facility as of December 31, 2024, up to approximately $2.0 billion in secured revolving repurchase facilities, $1.1 billion in non-recourse securitization financing, $587.2 million in commercial mortgages and $34.5 million in other asset-level financing structures.
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 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.
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Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Debt-to-equity ratio(1) | 2.1x | 1.9x |
_________________________________________
(1)Represents (i) total consolidated outstanding secured debt less cash and cash equivalents of $302.2 million and $257.5 million at December 31, 2024 and December 31, 2023, 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 high interest rates have tempered the loan financing markets recently. A high 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.
On January 28, 2022, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan 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 in U.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs. The Credit Agreement amended and restated the OP’s prior $300.0 million revolving credit facility that would have matured on February 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) the Wall 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 to un-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 December 31, 2024, the borrowing base valuation is sufficient to permit borrowings of up to the entire $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 on January 31, 2026, at which time the OP may, at its election and by written notice to the Administrative Agent, extend the termination date for two additional terms of six months each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date of January 31, 2027.
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 the 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
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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 the New York Stock Exchange, and limitations on debt, liens and restricted payments. In addition, the Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the 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 the OP from any offering of its common equity after September 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 the OP, excluding any such proceeds that are contributed to the OP within ninety (90) days of receipt and applied to acquire capital stock of the OP; (b) the 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) the OP’s minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) the 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 the 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 December 31, 2024, we were in compliance with all of our financial covenants under the Credit Agreement.
Master Repurchase Facilities
Currently, our primary sources of financing the origination of first mortgage loans and senior loan participations secured by senior loan investments are our repurchase agreements with multiple global financial institutions (each, a “Master Repurchase Facility” and collectively, the “Master Repurchase Facilities”). The Master Repurchase Facilities, 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.
The following table presents a summary of our Master Repurchase Facilities and Bank Credit Facility as of December 31, 2024 (dollars in thousands):
| Maximum Facility Size | Current Borrowings | Weighted Average Final Maturity (Years) | Weighted Average Interest Rate(1) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Master Repurchase Facilities | |||||||||||||
| Bank 1 | $ | 600,000 | $ | 422,438 | 2.2 | SOFR + 2.47% | |||||||
| Bank 2 | 600,000 | 160,847 | 2.2 | SOFR + 2.01% | |||||||||
| Bank 3 | 400,000 | 177,466 | 2.4 | SOFR + 1.78% | |||||||||
| Bank 4 | 400,000 | 24,432 | 4.8 | SOFR + 1.90% | |||||||||
| Total Master Repurchase Facilities | 2,000,000 | 785,183 | |||||||||||
| Bank Credit Facility | 165,000 | — | 2.0 | SOFR + 2.25% | |||||||||
| Total Facilities | $ | 2,165,000 | $ | 785,183 |
_________________________________________
(1)All facilities utilize Term SOFR at December 31, 2024.
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 and Bank Credit Facility (dollars in thousands):
| Quarter Ended | Quarterly Average UPB | End of Period UPB | Maximum UPB at Any Month-End | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | $ | 816,782 | $ | 785,183 | $ | 848,381 | |||||
| September 30, 2024 | 923,540 | 848,381 | 987,017 | ||||||||
| June 30, 2024 | 1,015,107 | 998,699 | 1,031,514 | ||||||||
| March 31, 2024 | 1,092,119 | 1,031,516 | 1,121,264 | ||||||||
| December 31, 2023 | 1,179,953 | 1,152,723 | 1,205,475 |
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| September 30, 2023 | 1,212,217 | 1,207,182 | 1,208,898 | |||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | 1,254,714 | 1,217,251 | 1,281,899 | |||||
| March 31, 2023 | 1,778,135 | 1,292,176 | 1,320,246 |
The decrease in our end of period UPB from September 30, 2024 to December 31, 2024 was driven by financing paydowns during the period.
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.
CLNC 2019-FL1
In October 2019, we executed a securitization transaction, through wholly-owned subsidiaries, CLNC 2019-FL1, Ltd. and CLNC 2019-FL1, LLC (collectively, “CLNC 2019-FL1”), which resulted in the sale of $840.4 million of the 2019-FL1 Notes.
On August 19, 2024, we redeemed the outstanding securities under CLNC 2019-FL1, including the 2019-FL1 Notes, at a redemption price of $311.6 million. The 14 senior loan investments, with an aggregate unpaid principal balance of $477.7 million, held by CLNC 2019-FL1 were refinanced by the proceeds from the issuance of the securities under BRSP 2024-FL2 (as defined below), including the 2024-FL2 Notes (as defined below), and an existing Master Repurchase Facility.
BRSP 2021-FL1
In July 2021, we executed a securitization transaction through our subsidiaries, BRSP 2021-FL1, Ltd. and BRSP 2021-FL1, LLC, which resulted in the sale of $670.0 million of investment grade notes.
As of May 26, 2023, the benchmark index interest rate was converted from LIBOR 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.
BRSP 2021-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 BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for BRSP 2021-FL1 expired on July 20, 2023. During the year ended December 31, 2024, two loans held in BRSP 2021-FL1 were fully repaid, totaling $79.7 million, and four loans were partially repaid totaling $11.4 million. The proceeds from the repayments were used to amortize the securitization bonds in accordance with the securitization priority of repayments. At December 31, 2024, we had $639.5 million of unpaid principal balance of CRE debt investments financed with BRSP 2021-FL1. As of December 31, 2024, the securitization reflects an advance rate of 79.7% at a weighted average cost of funds of Term SOFR plus 1.59% (before transaction costs), and is collateralized by a pool of 24 senior loan investments.
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 did not fail any note protection tests during the years ended December 31, 2024 and December 31, 2023. While we 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.
BRSP 2024-FL2
In August 2024, we executed a $675.0 million securitization transaction through wholly-owned subsidiaries, BRSP 2024-FL2, Ltd. and BRSP 2024-FL2, LLC (collectively, “BRSP 2024-FL2”), which resulted in the sale of $583.9 million of the 2024-FL2 Notes.
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BRSP 2024-FL2 includes a six-month ramp-up acquisition period that allows us to contribute existing or newly originated loan investments in exchange for $84.8 million in unused proceeds held in BRSP 2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. BRSP 2024-FL2 also includes a two-year reinvestment feature that allows us to contribute existing or newly originated loan investments in exchange for proceeds from repayments of loans held in BRSP 2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. As of December 31, 2024, the securitization reflects an advance rate of 86.5% at a weighted average cost of funds of Term SOFR plus 2.47% (before transaction costs), and is collateralized by a pool of 24 senior loan investments and cash.
Additionally, BRSP 2024-FL2 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 BRSP 2024-FL2, a deterioration in the performance of an underlying loan could negatively impact our liquidity position.
During the year ended December 31, 2024, one loan held in BRSP 2024-FL2 was fully repaid, totaling $19.8 million. Additionally, during the year ended December 31, 2024, we contributed existing and newly originated loan investments totaling $54.5 million as part of the ramp-up acquisition period in exchange for unused proceeds. At December 31, 2024, we had $624.9 million of unpaid principal balance of senior loan investments financed with BRSP 2024-FL2.
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.
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 of December 31, 2024. This table excludes our obligations that are not fixed and determinable (dollars in thousands):
| Payments Due by Period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Less than a Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
| Bank credit facility(1) | $ | 1,238 | $ | 413 | $ | 825 | $ | — | $ | — | |||||||||
| Secured debt(2) | 1,533,333 | 1,115,959 | 152,408 | 29,327 | 235,639 | ||||||||||||||
| Securitization bonds payable(3) | 1,123,285 | 1,068,146 | 55,139 | — | — | ||||||||||||||
| Ground lease obligations(4) | 26,236 | 3,184 | 6,034 | 4,756 | 12,262 | ||||||||||||||
| Office leases | 5,699 | 1,308 | 2,662 | 1,729 | — | ||||||||||||||
| $ | 2,689,791 | $ | 2,189,010 | $ | 217,068 | $ | 35,812 | $ | 247,901 | ||||||||||
| Lending commitments(5) | 106,315 | ||||||||||||||||||
| Total | $ | 2,796,106 |
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(1)Future interest payments were estimated based on the applicable index at December 31, 2024 and unused commitment fee of 0.25% per annum, assuming principal is repaid on the current maturity date of January 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 Term SOFR at December 31, 2024.
(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
In April 2024, our board of directors authorized a stock repurchase program (“Stock Repurchase Program”) under which we may repurchase up to $50.0 million of our outstanding Class A common stock until April 30, 2025. The Stock Repurchase Program replaces the prior stock repurchase program authorization which expired on April 30, 2024. 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
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utilized at our discretion and in accordance with the requirements of the SEC. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.
During the year ended December 31, 2024, we repurchased 1.2 million shares of Class A common stock at a weighted average price of $5.52 per share for an aggregate cost of $6.6 million.
As of December 31, 2024, there was $43.4 million remaining 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 December 31, 2024, 2023, and 2022 (dollars in thousands):
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flow provided by (used in): | 2024 | 2023 | 2022 | ||||||||
| Operating activities | $ | 103,405 | $ | 137,624 | $ | 125,277 | |||||
| Investing activities | 313,080 | 384,160 | 89,337 | ||||||||
| Financing activities | (327,947) | (558,600) | (161,451) |
Operating Activities
Cash inflows from operating activities are generated primarily through interest received from loans and preferred equity held for investment, and property operating income from our real estate portfolio. This is partially offset by payment of interest expenses for credit 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 $103.4 million and $137.6 million for the years ended December 31, 2024 and 2023, respectively. Net cash provided by operating activities decreased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to lower net interest income recorded during the year ended December 31, 2024.
Our operating activities provided net cash inflows of $137.6 million and $125.3 million for the years ended December 31, 2023 and 2022, respectively. Net cash provided by operating activities increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to higher income earned as a result of higher interest rates.
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 disbursements on new and/or existing loans, which are partially offset by repayments of loans held for investment.
Investing activities generated net cash inflows of $313.1 million for the year ended December 31, 2024. Net cash provided by investing activities in 2024 resulted primarily from repayments on loans held for investment, net of $420.9 million partially offset by the origination and fundings on our loans held for investment, net of $114.3 million.
Investing activities generated net cash inflows of $384.2 million for the year ended December 31, 2023. Net cash provided by investing activities in 2023 resulted primarily from repayments on loans held for investment, net of $455.9 million partially offset by origination and fundings on our loans held for investment, net of $77.2 million.
Investing activities generated net cash inflows of $89.3 million for the year ended December 31, 2022. Net cash provided by investing activities in 2022 resulted primarily from 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, partially offset by originations and future advances on our loans held for investment, net of $972.1 million
Financing Activities
We finance our investing activities largely through borrowings secured by our investments along with capital from third party investors. We also have the ability to raise capital in the public markets through issuances of common stock, as well as draw
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upon our corporate credit facility, to finance our investing and operating activities. Accordingly, we incur cash outlays for payments on third party debt and dividends to our common stockholders.
Financing activities used net cash of $327.9 million for the year ended December 31, 2024, which resulted primarily from repayment of credit facilities of $665.4 million, repayment of securitization bonds of $403.4 million and distributions paid on common stock of $99.1 million partially offset by borrowings from securitization bonds of $582.6 million and borrowings from credit facilities $297.6 million.
Financing activities used net cash of $558.6 million for the year ended December 31, 2023, which resulted primarily from repayment of credit facilities of $320.6 million, repayment of securitization bonds of $258.8 million and distributions paid on common stock of $104.0 million partially offset by borrowings from credit facilities of $133.1 million.
Financing activities used net cash of $161.5 million for the year ended December 31, 2022, which resulted primarily from 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 partially offset by borrowings from credit facilities of $771.5 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, we 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 payoffs 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 accordance with the original business plan, the team evaluates the risks and determines 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.
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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.
Critical Accounting Policies and Estimates
Preparation of financial statements in accordance with U.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 2024, we reviewed and evaluated our critical accounting policies and estimates and we believe they are appropriate. The following is a list of our accounting policies that may require more significant estimates and judgements: 1) Current Expected Credit Loss (“CECL” Reserve) and 2) Real Estate Impairment. We have included a summary of the accounting policies of these areas below. For more information on our critical accounting policies and other significant accounting policies, refer to the Note titled “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
CECL Reserve
The 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 specific 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 through December 2024 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. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan specific factors, a qualitative adjustment to the reserve may be recorded. This may include when management has determined a loan to be collateral dependent and elects to utilize the practical expedient when measuring the general CECL reserve.
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 record a reserve to reduce the carrying value of the instrument to the present value of the expected future cash flows discounted at the instrument’s effective rate or to the fair value of the collateral. We apply broadly accepted and standard real estate valuation techniques, such as a discounted cash flow (“DCF”) or direct capitalization methodology, to determine the fair value of the collateral where it is probable that we will foreclose or 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. Determining fair value of the collateral, including utilization of a practical expedient, may take into account a
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number of assumptions including, but not limited to, rents and cash flow projections, market capitalization rates, discount rates and sales comps. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.
In connection with developing the CECL reserve for our loans held for investment, we determine the risk ranking of each loan 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.
We also consider qualitative 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.
Changes in the CECL reserve for our financial instruments are recorded in increase/decrease in current expected credit loss reserve on the consolidated statement of operations with a corresponding offset to the loans held for investment or as a component of other liabilities for future loan fundings recorded on our consolidated balance sheets
Real Estate Impairment
We evaluate real estate held for investment for impairment periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable, generally on an individual property basis. If an impairment indicator exists, we evaluate the undiscounted future net cash flows that are expected to be generated by the property, including any estimated proceeds from the eventual disposition of the property. If multiple outcomes are under consideration, we may apply a probability-weighted approach to the impairment analysis. Another key consideration in this assessment is the assumptions about the highest and best use of its real estate investments and its intent and ability to hold them for a reasonable period that would allow for the recovery of their carrying values. If such assumptions change and we shorten its expected hold period, this may result in the recognition of impairment losses. Based upon the analysis, if the carrying value of a property exceeds its undiscounted future net cash flows, an impairment loss is recognized for the excess, if any, of the carrying value of the property over the estimated fair value of the property. In evaluating and/or measuring impairment, we consider, among other things, current and estimated future cash flows associated with each property, market information for each sub-market, including, where applicable, competition levels, foreclosure levels, leasing trends, occupancy trends, lease or room rates, and the market prices of similar properties recently sold or currently being offered for sale, and other quantitative and qualitative factors.
FY 2023 10-K MD&A
SEC filing source: 0001717547-24-000008.
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 (the “OP”).
Our Business Segments
During the fourth quarter of 2023, we realigned the business and reportable segment information to reflect how the Chief Operating Decision Makers now regularly review and manage the business. As a result, we present our business as one portfolio 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.
•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 two investments with direct ownership in commercial real estate, with an emphasis on properties with stable cash flow and five additional properties that we acquired through foreclosure or deed-in-lieu of foreclosure.
•Corporate and Other—includes corporate-level asset management and other fees including expenses related to our secured revolving credit facility (the “Bank Credit Facility”) and compensation and benefits. It also includes a sub-portfolio of private equity funds.
There were no changes in the structure of our internal organization that prompted the change in reportable segments. Prior year amounts have been recast to conform to the current year presentation. Accordingly, we realigned the discussion and analysis of our portfolio and results of operations to reflect these reportable segments.
Significant Developments
During the year ended December 31, 2023, and through February 20, 2024, 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 $368.0 million of liquidity, consisting of $203.0 million cash and cash equivalents on hand and $165.0 million available on our Bank Credit Facility; and
•Declared total quarterly dividends of $0.80 per share during the year ended December 31, 2023.
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Our Portfolio
•Generated GAAP net loss of $15.5 million, or $0.12 per basic and diluted share, Distributable Earnings of $66.1 million, or $0.51 per share and Adjusted Distributable Earnings of $138.2 million or $1.06 per share for the year ended December 31, 2023;
•For the year ended December 31, 2023, we:
◦Received loan repayment proceeds of $453.5 million from 13 loans;
◦Recorded $81.2 million in specific current expected credit loss (“CECL”) reserves related to four senior loans and one mezzanine loan. At December 31, 2023, there were no specific CECL reserves on our consolidated balance sheet (refer to “Our Portfolio - Asset Specific Loan Summaries” section for further discussion);
◦Recorded a net increase in our general CECL reserves of $27.0 million. At December 31, 2023, our general CECL reserve for our outstanding loans and future loan funding commitments is $76.5 million, which is 2.46% of the aggregate commitment amount of our loan portfolio;
◦Placed five senior loans on nonaccrual status; four of which were acquired through foreclosure or deed-in-lieu of foreclosure;
◦Acquired the following through foreclosure or deed-in-lieu of foreclosure:
▪Two Long Island City, New York office properties with an initial aggregate fair value of $73.1 million (one of the underlying office senior loans was previously placed on nonaccrual status in 2022);
▪One Oakland, California office property with an initial fair value of $13.9 million;
▪One Washington, D.C. office property with an initial fair value of $19.6 million, which is classified as held for sale as of December 31, 2023;
▪One Phoenix, Arizona multifamily property with an initial fair value of $35.2 million;
◦Extended 28 loans eligible for certain maturity events, which represent $988.7 million of unpaid principal balance at December 31, 2023; and
•Subsequent to December 31, 2023, we received loan repayment proceeds of $26.7 million from three loans.
Trends Affecting Our Business
Global Markets
Although global markets showed signs of stabilization and inflationary pressure may be moderating due to increased interest rates through the third quarter of 2023, CRE value uncertainties, aftershock of the COVID-19 pandemic and geopolitical unrest continue to contribute to market volatility. Generationally high interest rates have continued to negatively impact transaction activity in the real estate market and correspondingly the loan financing market. To the extent certain of our borrowers are experiencing significant financial dislocation as a result of economic conditions, we have and may continue to use interest and other reserves and/or replenishment obligations of the borrower and/or guarantors to meet current interest payment obligations for a limited period. The market for office properties was particularly negatively impacted by the COVID-19 pandemic and continues to experience headwinds driven by the normalization of work from home and hybrid work arrangements and elevated costs to operate or reconfigure office properties. These factors have largely resulted in lower demand for office space and driven rising vacancy rates. Given the uncertainty in the office market, there is risk of future valuation impairment or investment loss on our loans secured by office properties.
While macroeconomic conditions are expected to continue to normalize, we cannot predict whether they will in fact improve or even intensify. Due to the inherent uncertainty of these conditions, their impact on our business is difficult to predict and quantify.
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 and frequency on our CRE loans 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.
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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 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;
•borrowers’ unwillingness to purchase new interest rate caps at loan maturity to qualify for an extension;
•financial hardship to our borrowers, whose ability to service their debt as it is due and payable and to pass maturity extension tests may be materially adversely impacted, resulting in foreclosures;
•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 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.
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Our Portfolio
As of December 31, 2023, our portfolio consisted of 103 investments representing approximately $3.8 billion in carrying value (based on our share of ownership and excluding cash, cash equivalents and certain other assets). Our senior and mezzanine loans consisted of 87 senior and mezzanine loans with a weighted average cash coupon of 3.7% and a weighted average all-in unlevered yield of 9.3%. Our net leased and other real estate consisted of approximately 7.0 million total square feet of space and total 2023 NOI of that portfolio was approximately $66.5 million. Refer to “Non-GAAP Supplemental Financial Measures” below for further information on NOI.
As of December 31, 2023, our portfolio consisted of the following investments (dollars in thousands):
| Count(1) | Carrying value (Consolidated) | Carrying value(at BRSP share)(2) | Net carrying value (Consolidated)(3) | Net carrying value (at BRSP share)(4) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Our Portfolio | ||||||||||||||||||
| Senior loans | 82 | $ | 2,855,774 | $ | 2,855,774 | $ | 774,458 | $ | 774,458 | |||||||||
| Mezzanine loans | 5 | 80,732 | 80,732 | 80,732 | 80,732 | |||||||||||||
| Subtotal | 87 | 2,936,506 | 2,936,506 | 855,190 | 855,190 | |||||||||||||
| Net leased real estate | 8 | 579,366 | 579,366 | 132,532 | 132,532 | |||||||||||||
| Other real estate | 7 | 303,052 | 289,941 | 112,677 | 112,254 | |||||||||||||
| Private equity interests | 1 | 2,251 | 2,251 | 2,251 | 2,251 | |||||||||||||
| Total/Weighted average Our Portfolio | 103 | $ | 3,821,175 | $ | 3,808,064 | $ | 1,102,650 | $ | 1,102,227 |
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(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 of December 31, 2023.
(3)Net carrying value represents carrying value less any associated financing as of December 31, 2023.
(4)Net carrying value at our share represents the proportionate carrying value based on asset ownership less any associated financing based on ownership as of December 31, 2023.
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 loan 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:
1.Very Low Risk
2.Low Risk
3.Medium Risk
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4.High Risk/Potential for Loss—A loan that has a high risk of realizing a principal loss.
5.Impaired/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
During the third quarter of 2023, the Company simplified its risk ranking definitions. The Company re-evaluated its risk rankings based on the simplified definitions and concluded that there was no impact to prior period risk rankings.
At December 31, 2023, our weighted average risk ranking remained unchanged at 3.2 compared to September 30, 2023. During the fourth quarter of 2023, we had the following risk ranking activity for risk ranked 4 and 5 assets:
•Repayments: one hotel loan with a risk ranking of 4 was partially repaid (refer to “Our Portfolio - Asset Specific Loan Summaries” section for further discussion);
•Downgrades: one multifamily loan was downgraded to a risk ranking of 5 from a risk ranking of 4;
•Other: one multifamily loan with a risk ranking of 5 was resolved when the property was acquired through a deed-in-lieu of foreclosure and reclassified to real estate owned; and one office loan with a risk ranking of 5 was resolved when the property was acquired through legal foreclosure and reclassified to real estate held for sale.
Senior and Mezzanine Loans
The following tables provides a summary of our senior and mezzanine loans based on our internal risk rankings, collateral property type and geographic distribution as of December 31, 2023 (dollars in thousands):
| Carrying Value (at BRSP share)(1) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk Ranking | Count | Senior loans | Mezzanine loans | Total | % of Total | ||||||||||||||
| 3 | 77 | $ | 2,398,273 | $ | 80,732 | $ | 2,479,005 | 84.4 | % | ||||||||||
| 4 | 9 | 428,692 | — | 428,692 | 14.6 | % | |||||||||||||
| 5 | 1 | 28,809 | — | 28,809 | 1.0 | % | |||||||||||||
| 87 | $ | 2,855,774 | $ | 80,732 | $ | 2,936,506 | 100.0 | % | |||||||||||
| Weighted average risk ranking | 3.2 |
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(1)Carrying value at our share represents the proportionate carrying value based on ownership by asset as of December 31, 2023.
| Carrying value (at BRSP share) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Collateral property type | Count | Senior loans | Mezzanine loans | Total | % of Total | ||||||||||||||
| Multifamily | 51 | $ | 1,483,524 | $ | 64,280 | $ | 1,547,804 | 52.7 | % | ||||||||||
| Office | 27 | 956,162 | 4,002 | 960,164 | 32.7 | % | |||||||||||||
| Hotel | 3 | 208,979 | 12,450 | 221,429 | 7.5 | % | |||||||||||||
| Other (Mixed-use)(1) | 3 | 152,500 | — | 152,500 | 5.2 | % | |||||||||||||
| Industrial | 3 | 54,609 | — | 54,609 | 1.9 | % | |||||||||||||
| Total | 87 | $ | 2,855,774 | $ | 80,732 | $ | 2,936,506 | 100.0 | % |
_________________________________________
(1)Other includes commercial and residential development assets.
| Carrying value (at BRSP share) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Region | Count | Senior loans | Mezzanine loans | Total | % of Total | |||||||||||||||
| US West | 35 | $ | 1,184,293 | $ | 59,855 | $ | 1,244,148 | 42.4 | % | |||||||||||
| US Southwest | 34 | 1,059,000 | 4,425 | 1,063,425 | 36.2 | % | ||||||||||||||
| US Northeast | 10 | 398,894 | 16,452 | 415,346 | 14.1 | % | ||||||||||||||
| US Southeast | 8 | 213,587 | — | 213,587 | 7.3 | % | ||||||||||||||
| Total | 87 | $ | 2,855,774 | $ | 80,732 | $ | 2,936,506 | 100.0 | % |
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The following table provides asset level detail for our senior and mezzanine loans as of December 31, 2023 (dollars in thousands):
| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Multifamily | ||||||||||||||||||||||||||
| Loan 1(6) | Senior | 6/18/2019 | Santa Clara, CA | $ | 57,244 | $ | 57,443 | Floating | 5.5% | 10.9% | 6/18/2024 | 69% | 3 | |||||||||||||
| Loan 2 | Senior | 5/17/2022 | Las Vegas, NV | 53,871 | 53,966 | Floating | 3.6% | 9.4% | 6/9/2027 | 74% | 4 | |||||||||||||||
| Loan 3 | Senior | 3/8/2022 | Austin, TX | 50,381 | 50,323 | Floating | 3.3% | 9.2% | 3/9/2027 | 75% | 3 | |||||||||||||||
| Loan 4 | Senior | 7/19/2021 | Dallas, TX | 50,333 | 50,200 | Floating | 3.4% | 8.7% | 8/9/2026 | 74% | 3 | |||||||||||||||
| Loan 5 | Senior | 5/26/2021 | Las Vegas, NV | 46,944 | 46,798 | Floating | 3.5% | 9.2% | 6/9/2026 | 70% | 4 | |||||||||||||||
| Loan 6 | Senior | 2/3/2021 | Arlington, TX | 44,418 | 44,207 | Floating | 3.7% | 9.6% | 2/9/2026 | 81% | 4 | |||||||||||||||
| Loan 7 | Senior | 3/1/2021 | Richardson, TX | 43,387 | 43,411 | Floating | 3.5% | 9.2% | 3/9/2026 | 75% | 3 | |||||||||||||||
| Loan 8 | Senior | 7/15/2021 | Jersey City, NJ | 43,025 | 43,000 | Floating | 3.1% | 8.8% | 8/9/2026 | 66% | 3 | |||||||||||||||
| Loan 9 | Senior | 12/21/2020 | Austin, TX | 42,840 | 42,850 | Floating | 3.8% | 9.5% | 1/9/2026 | 54% | 3 | |||||||||||||||
| Loan 10 | Senior | 3/31/2022 | Louisville, KY | 42,208 | 42,176 | Floating | 3.7% | 9.6% | 4/9/2027 | 72% | 3 | |||||||||||||||
| Subtotal top 10 multifamily | $ | 474,651 | $ | 474,374 | 16% of total loans | |||||||||||||||||||||
| Loan 11 | Senior | 3/22/2021 | Fort Worth, TX | $ | 42,109 | $ | 42,046 | Floating | 3.6% | 9.3% | 4/9/2026 | 83% | 3 | |||||||||||||
| Loan 12 | Senior | 7/15/2021 | Dallas, TX | 40,011 | 40,011 | Floating | 3.2% | 8.6% | 8/9/2026 | 77% | 3 | |||||||||||||||
| Loan 13 | Senior | 12/7/2021 | Denver, CO | 39,598 | 39,598 | Floating | 3.3% | 9.0% | 12/9/2026 | 74% | 3 | |||||||||||||||
| Loan 14 | Senior | 3/31/2022 | Long Beach, CA | 38,848 | 38,900 | Floating | 3.4% | 9.3% | 4/9/2027 | 74% | 3 | |||||||||||||||
| Loan 15 | Senior | 7/12/2022 | Irving, TX | 37,848 | 37,946 | Floating | 3.6% | 9.5% | 8/9/2027 | 73% | 3 | |||||||||||||||
| Loan 16 | Senior | 1/18/2022 | Dallas, TX | 36,584 | 36,460 | Floating | 3.5% | 9.4% | 2/9/2027 | 75% | 3 | |||||||||||||||
| Loan 17 | Senior | 9/28/2021 | Carrollton, TX | 36,190 | 36,282 | Floating | 3.2% | 8.9% | 10/9/2025 | 73% | 3 | |||||||||||||||
| Loan 18 | Senior | 1/12/2022 | Los Angeles, CA | 36,017 | 36,159 | Floating | 3.4% | 9.0% | 2/9/2027 | 65% | 3 | |||||||||||||||
| Loan 19 | Senior | 7/29/2021 | Phoenix, AZ | 33,044 | 33,117 | Floating | 3.4% | 9.0% | 8/9/2026 | 74% | 3 | |||||||||||||||
| Loan 20(6) | Mezzanine | 12/9/2019 | Milpitas, CA | 32,643 | 32,643 | Fixed | n/a | 10.2% | 3/3/2026 | 58% - 79% | 3 | |||||||||||||||
| Subtotal top 20 multifamily | $ | 847,543 | $ | 847,536 | 29% of total loans | |||||||||||||||||||||
| Loan 21 | Senior | 3/31/2021 | Mesa, AZ | $ | 31,482 | $ | 31,434 | Floating | 3.8% | 9.6% | 4/9/2026 | 83% | 3 | |||||||||||||
| Loan 22 | Senior | 4/29/2021 | Las Vegas, NV | 30,114 | 30,079 | Floating | 3.2% | 8.9% | 5/9/2026 | 76% | 3 | |||||||||||||||
| Loan 23 | Senior | 4/15/2022 | Mesa, AZ | 29,917 | 30,049 | Floating | 3.4% | 9.0% | 5/9/2027 | 75% | 3 |
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Table of Contents
| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 24 | Senior | 7/13/2021 | Plano, TX | 29,154 | 29,142 | Floating | 3.2% | 8.9% | 2/9/2025 | 77% | 3 | |||||||||||||
| Loan 25 | Senior | 2/17/2022 | Long Beach, CA | 29,077 | 29,120 | Floating | 3.4% | 9.2% | 3/9/2027 | 67% | 3 | |||||||||||||
| Loan 26(7) | Senior | 5/19/2022 | Denver, CO | 28,809 | 28,809 | n/a(7) | n/a(7) | n/a(7) | 6/9/2027 | 73% | 5 | |||||||||||||
| Loan 27 | Senior | 8/31/2021 | Glendale, AZ | 28,191 | 28,262 | Floating | 3.3% | 8.9% | 9/9/2026 | 75% | 3 | |||||||||||||
| Loan 28 | Senior | 5/27/2021 | Houston, TX | 28,000 | 28,000 | Floating | 3.1% | 8.5% | 6/9/2026 | 67% | 3 | |||||||||||||
| Loan 29 | Senior | 12/16/2021 | Fort Mill, SC | 27,347 | 27,366 | Floating | 3.3% | 8.9% | 1/9/2027 | 71% | 3 | |||||||||||||
| Loan 30(6) | Mezzanine | 2/8/2022 | Las Vegas, NV | 27,211 | 27,263 | Fixed | 7.0% | 12.3% | 2/8/2027 | 56% - 79% | 3 | |||||||||||||
| Loan 31 | Senior | 12/21/2021 | Phoenix, AZ | 25,350 | 25,442 | Floating | 3.6% | 9.3% | 1/9/2027 | 75% | 3 | |||||||||||||
| Loan 32 | Senior | 7/12/2022 | Irving, TX | 25,097 | 25,165 | Floating | 3.6% | 9.5% | 8/9/2027 | 72% | 3 | |||||||||||||
| Loan 33 | Senior | 3/8/2022 | Glendale, AZ | 24,797 | 24,900 | Floating | 3.5% | 9.1% | 3/9/2027 | 73% | 3 | |||||||||||||
| Loan 34 | Senior | 7/1/2021 | Aurora, CO | 23,956 | 24,002 | Floating | 3.2% | 8.9% | 7/9/2026 | 73% | 3 | |||||||||||||
| Loan 35 | Senior | 3/31/2022 | Phoenix, AZ | 23,586 | 23,691 | Floating | 3.7% | 9.3% | 4/9/2027 | 75% | 3 | |||||||||||||
| Loan 36 | Senior | 11/4/2021 | Austin, TX | 23,207 | 23,279 | Floating | 3.4% | 9.0% | 11/9/2026 | 71% | 3 | |||||||||||||
| Loan 37 | Senior | 6/22/2021 | Phoenix, AZ | 22,093 | 22,136 | Floating | 3.3% | 8.9% | 7/9/2026 | 75% | 3 | |||||||||||||
| Loan 38 | Senior | 7/13/2021 | Oregon City, OR | 21,774 | 21,764 | Floating | 3.4% | 9.1% | 8/9/2026 | 73% | 3 | |||||||||||||
| Loan 39 | Senior | 1/12/2022 | Austin, TX | 20,178 | 20,187 | Floating | 3.4% | 9.2% | 2/9/2027 | 75% | 3 | |||||||||||||
| Loan 40 | Senior | 9/22/2021 | Denton, TX | 19,758 | 19,761 | Floating | 3.3% | 9.0% | 10/9/2025 | 70% | 3 | |||||||||||||
| Loan 41 | Senior | 8/6/2021 | La Mesa, CA | 19,752 | 19,752 | Floating | 3.0% | 8.3% | 8/9/2025 | 70% | 3 | |||||||||||||
| Loan 42 | Senior | 12/21/2021 | Gresham, OR | 19,447 | 19,455 | Floating | 3.6% | 9.5% | 1/9/2027 | 74% | 3 | |||||||||||||
| Loan 43 | Senior | 9/1/2021 | Bellevue, WA | 19,308 | 19,308 | Floating | 3.0% | 8.4% | 9/9/2025 | 64% | 3 | |||||||||||||
| Loan 44 | Senior | 6/24/2021 | Phoenix, AZ | 19,236 | 19,236 | Floating | 3.5% | 8.8% | 7/9/2026 | 63% | 4 | |||||||||||||
| Loan 45 | Senior | 5/5/2022 | Charlotte, NC | 18,474 | 18,500 | Floating | 3.5% | 9.4% | 5/9/2027 | 61% | 3 | |||||||||||||
| Loan 46 | Senior | 7/14/2021 | Salt Lake City, UT | 18,323 | 18,315 | Floating | 3.4% | 9.1% | 8/9/2026 | 73% | 3 | |||||||||||||
| Loan 47 | Senior | 4/29/2022 | Tacoma, WA | 18,077 | 18,110 | Floating | 3.3% | 9.2% | 5/9/2027 | 72% | 3 | |||||||||||||
| Loan 48 | Senior | 6/25/2021 | Phoenix, AZ | 17,488 | 17,518 | Floating | 3.2% | 8.9% | 7/9/2026 | 75% | 3 | |||||||||||||
| Loan 49 | Senior | 7/21/2021 | Durham, NC | 15,199 | 15,228 | Floating | 3.4% | 9.1% | 8/9/2026 | 58% | 3 | |||||||||||||
| Loan 50 | Senior | 3/8/2022 | Glendale, AZ | 11,434 | 11,482 | Floating | 3.5% | 9.1% | 3/9/2027 | 73% | 3 | |||||||||||||
| Loan 51 | Mezzanine | 7/30/2014 | Various - TX | 4,425 | 4,425 | Fixed | 9.5% | 9.5% | 8/11/2024 | 71% - 83% | 3 | |||||||||||||
| Total/Weighted average multifamily loans | $ | 1,547,804 | $ | 1,548,716 | 53% of total loans | 3.4% | 9.1% | 2.6 years | 3.1 |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Office | ||||||||||||||||||||||||||
| Loan 52 | Senior | 2/17/2022 | Boston, MA | $ | 87,450 | $ | 87,533 | Floating | 3.8% | 9.7% | 3/9/2027 | 54% | 3 | |||||||||||||
| Loan 53 | Senior | 12/7/2018 | Carlsbad, CA | 75,604 | 75,581 | Floating | 3.9% | 9.7% | 12/9/2024 | 75% | 3 | |||||||||||||||
| Loan 54 | Senior | 8/28/2018 | San Jose, CA | 74,071 | 74,071 | Floating | 2.6% | 7.9% | 8/28/2025 | 75% | 3 | |||||||||||||||
| Loan 55 | Senior | 1/19/2021 | Phoenix, AZ | 73,574 | 73,616 | Floating | 3.7% | 9.3% | 2/9/2026 | 70% | 3 | |||||||||||||||
| Loan 56 | Senior | 2/13/2019 | Baltimore, MD | 59,154 | 59,154 | Floating | 3.6% | 9.0% | 2/9/2025 | 74% | 3 | |||||||||||||||
| Loan 57 | Senior | 5/23/2022 | Plano, TX | 40,491 | 40,494 | Floating | 4.3% | 10.0% | 6/9/2027 | 64% | 3 | |||||||||||||||
| Loan 58 | Senior | 4/27/2022 | Plano, TX | 39,852 | 39,825 | Floating | 4.1% | 9.8% | 5/9/2027 | 70% | 3 | |||||||||||||||
| Loan 59 | Senior | 11/23/2021 | Tualatin, OR | 39,432 | 39,372 | Floating | 4.0% | 12.1% | 12/9/2026 | 66% | 4 | |||||||||||||||
| Loan 60 | Senior | 9/28/2021 | Reston, VA | 38,165 | 38,165 | Floating | 4.1% | 9.5% | 10/9/2026 | 71% | 4 | |||||||||||||||
| Loan 61 | Senior | 11/17/2021 | Dallas, TX | 36,967 | 36,967 | Floating | 4.0% | 9.3% | 12/9/2025 | 61% | 4 | |||||||||||||||
| Subtotal top 10 office loans | $ | 564,760 | $ | 564,778 | 19% of total loans | |||||||||||||||||||||
| Loan 62 | Senior | 6/2/2021 | South Pasadena, CA | $ | 33,893 | $ | 33,808 | Floating | 5.0% | 10.4% | 6/9/2026 | 69% | 3 | |||||||||||||
| Loan 63 | Senior | 4/7/2022 | San Jose, CA | 33,861 | 33,906 | Floating | 4.2% | 10.0% | 4/9/2027 | 70% | 3 | |||||||||||||||
| Loan 64 | Senior | 4/30/2021 | San Diego, CA | 33,109 | 33,148 | Floating | 3.6% | 9.3% | 5/9/2026 | 55% | 3 | |||||||||||||||
| Loan 65 | Senior | 6/16/2017 | Miami, FL | 30,348 | 30,008 | Floating | 5.8% | 11.1% | 4/9/2024 | 73% | 3 | |||||||||||||||
| Loan 66 | Senior | 3/31/2022 | Blue Bell, PA | 28,555 | 28,555 | Floating | 4.2% | 9.5% | 4/9/2025 | 59% | 3 | |||||||||||||||
| Loan 67 | Senior | 10/21/2021 | Blue Bell, PA | 28,210 | 28,210 | Floating | 3.8% | 9.1% | 4/9/2025 | 78% | 3 | |||||||||||||||
| Loan 68 | Senior | 2/26/2019 | Charlotte, NC | 26,441 | 26,490 | Floating | 3.3% | 8.7% | 7/9/2025 | 51% | 3 | |||||||||||||||
| Loan 69 | Senior | 12/7/2021 | Hillsboro, OR | 25,953 | 25,953 | Floating | 4.0% | 9.6% | 12/9/2024 | 71% | 3 | |||||||||||||||
| Loan 70 | Senior | 7/30/2021 | Denver, CO | 23,873 | 23,931 | Floating | 4.4% | 10.1% | 8/9/2026 | 66% | 3 | |||||||||||||||
| Loan 71 | Senior | 9/16/2019 | San Francisco, CA | 23,543 | 23,543 | Floating | 3.3% | 8.6% | 10/9/2024 | 77% | 3 | |||||||||||||||
| Subtotal top 20 office loans | $ | 852,546 | $ | 852,330 | 29% of total loans | |||||||||||||||||||||
| Loan 72 | Senior | 8/27/2019 | San Francisco, CA | $ | 22,121 | $ | 22,121 | Floating | 2.9% | 8.3% | 9/9/2024 | 79% | 3 | |||||||||||||
| Loan 73 | Senior | 10/29/2020 | Denver, CO | 19,937 | 19,937 | Floating | 3.7% | 9.1% | 11/9/2025 | 64% | 3 | |||||||||||||||
| Loan 74 | Senior | 10/13/2021 | Burbank, CA | 16,584 | 16,639 | Floating | 4.0% | 9.7% | 11/9/2026 | 57% | 3 | |||||||||||||||
| Loan 75 | Senior | 8/31/2021 | Los Angeles, CA | 15,888 | 15,888 | Floating | 4.1% | 9.5% | 9/9/2026 | 58% | 3 | |||||||||||||||
| Loan 76 | Senior | 11/16/2021 | Charlotte, NC | 15,407 | 15,466 | Floating | 4.5% | 10.2% | 12/9/2026 | 67% | 3 | |||||||||||||||
| Loan 77 | Senior | 11/10/2021 | Richardson, TX | 13,679 | 13,648 | Floating | 4.1% | 9.8% | 12/9/2026 | 71% | 4 | |||||||||||||||
| Loan 78 | Mezzanine | 2/13/2023 | Baltimore, MD | 4,002 | 4,002 | Fixed | n/a(8) | 13.0% | 2/7/2025 | 74% - 75% | 3 | |||||||||||||||
| Total/Weighted average office loans | $ | 960,164 | $ | 960,031 | 33% of total loans | 3.8% | 9.6% | 2.1 years | 3.1 |
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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Hotel | ||||||||||||||||||||||||||
| Loan 79 | Senior | 1/2/2018 | San Jose, CA | $ | 135,979 | $ | 135,979 | Floating | 4.8% | 10.1% | 11/9/2026 | 73% | 4 | |||||||||||||
| Loan 80 | Senior | 6/25/2018 | Englewood, CO | 73,000 | 73,000 | Floating | 3.5% | 8.9% | 2/9/2025 | 62% | 3 | |||||||||||||||
| Loan 81 | Mezzanine | 1/9/2017 | New York, NY | 12,450 | 12,330 | Floating | 11.0% | 16.4% | 4/9/2024 | 67% - 80% | 3 | |||||||||||||||
| Total/Weighted average hotel loans | $ | 221,429 | $ | 221,309 | 4.7% | 10.0% | 2.1 years | 3.6 | ||||||||||||||||||
| Other (Mixed-use) | ||||||||||||||||||||||||||
| Loan 82 | Senior | 10/24/2019 | Brooklyn, NY | $ | 77,802 | $ | 77,802 | Floating | 4.2% | 9.5% | 11/9/2024 | 70% | 3 | |||||||||||||
| Loan 83 | Senior | 1/13/2022 | New York, NY | 46,071 | 46,090 | Floating | 3.5% | 9.4% | 2/9/2027 | 67% | 3 | |||||||||||||||
| Loan 84 | Senior | 5/3/2022 | Brooklyn, NY | 28,627 | 28,665 | Floating | 4.4% | 10.2% | 5/9/2027 | 68% | 3 | |||||||||||||||
| Total/Weighted average other (mixed-use) loans | $ | 152,500 | $ | 152,557 | 4.0% | 9.6% | 2.0 years | 3.0 | ||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Loan 85 | Senior | 7/13/2022 | Ontario, CA | $ | 23,556 | $ | 23,680 | Floating | 3.3% | 9.0% | 8/9/2027 | 66% | 3 | |||||||||||||
| Loan 86 | Senior | 3/25/2022 | City of Industry, CA | 19,693 | 19,719 | Floating | 3.4% | 9.2% | 4/9/2027 | 67% | 3 | |||||||||||||||
| Loan 87 | Senior | 3/21/2022 | Commerce, CA | 11,360 | 11,374 | Floating | 3.3% | 9.1% | 4/9/2027 | 71% | 3 | |||||||||||||||
| Total/Weighted average industrial loans | $ | 54,609 | $ | 54,773 | 3.3% | 9.1% | 3.4 years | 3.0 | ||||||||||||||||||
| Total/Weighted average senior and mezzanine loans - Our Portfolio | $ | 2,936,506 | $ | 2,937,386 | 3.7% | 9.3% | 2.4 years | 3.2 |
_________________________________________
(1)Represents carrying values at our share as of December 31, 2023.
(2)Represents the stated coupon rate for loans; for floating rate loans, does not include Secured Overnight Financing Rate (“SOFR”), which was 5.35% as of December 31, 2023.
(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 and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of December 31, 2023, 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 for the in place collateral 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 for the in place collateral 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 for the in place collateral 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 of December 31, 2023.
(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)Loan 26 was placed on nonaccrual status in December 2023; as such, no income is being recognized.
(8)Loan 78 has a payment-in-kind provision and accrues interest at 13.0%.
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Table of Contents
At December 31, 2023, our general CECL reserve for our outstanding loans and future loan funding commitments is $76.5 million, which is 2.46% of the aggregate commitment amount of our loan portfolio. This represents an increase of $21.5 million from $55.0 million or 1.67% of the aggregate commitment amount of our loan portfolio at September 30, 2023. This increase was primarily driven by the operating performance of certain office and hotel assets. During the fourth quarter of 2023, we recorded $10.0 million of specific CECL reserves related to one Phoenix, Arizona multifamily senior loan prior to acquiring the asset through a deed-in-lieu of foreclosure. As a result, the $10.0 million in specific CECL reserves were charged off. At December 31, 2023, there are no specific CECL reserves on our consolidated balance sheet.
Asset Specific Loan Summaries
San Jose, California Hotel Senior Loan
| Loan Type | Collateral type | Origination Date | Carrying value | Principal balance | Coupon type | Cash Coupon | Unlevered all-in yield | Extended maturity date | Loan-to-value(1) | Q4 Risk ranking | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 79 | Senior | Hotel | 1/2/2018 | $ | 135,979 | $ | 135,979 | Floating | 4.8% | 10.1% | 11/9/2026 | 73% | 4 |
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated a $173.5 million senior loan for the sponsor’s purchase of an 805-room San Jose hotel (the “San Jose Hotel Loan”) in 2018. At closing, the borrower contributed approximately $90.0 million of equity toward the acquisition.
After the hotel was closed in August 2020 due to the COVID-19 pandemic, the borrower filed for bankruptcy and emerged from bankruptcy in November 2021 with an upsized $184.9 million senior loan and a $25.0 million mezzanine loan. The hotel reopened in April 2022 and in 2023 we increased the loan balance twice to $193.4 million to fund debt service payments. Hotel occupancy was below 40% throughout 2023.
The hotel guest rooms are located in the 541-room main tower and a 264-room south tower. In November 2023, the south tower was sold for $73.1 million and will be converted to graduate student housing for San Jose State University. The net proceeds from the sale totaled $66.9 million, of which $9.4 million was used to fund reserves and $57.5 million was used to pay down the loan principal balance.
Tualatin, Oregon Office Park Senior Loan
| Loan Type | Collateral type | Origination Date | Carrying value | Principal balance | Coupon type | Cash Coupon | Unlevered all-in yield | Extended maturity date | Loan-to-value(1) | Q4 Risk ranking | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 59 | Senior | Office | 11/23/2021 | $ | 39,432 | $ | 39,372 | Floating | 4.0% | 12.1% | 12/9/2026 | 66% | 4 |
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated a $45.8 million senior loan to refinance the sponsor’s existing loan on a Tualatin office complex (the “Tualatin Office Loan”) in 2021. The Tualatin Office Loan included an initial funding of $38.6 million with an additional $7.2 million of future advances.
The Tualatin office properties consist of ten buildings averaging 34,000 square feet each. The Tualatin office buildings were 70% occupied when the Tualatin Office Loan was originated and included future advances to finance additional tenant improvements for the anticipated new leasing activity. Prior to our origination of the Tualatin Office Loan, the sponsor had invested $6.0 million into an upgraded fitness center, new heating, ventilation, and cooling system, resurfaced parking lots, and signage.
The lack of new leasing at the Tualatin office properties combined with rising interest rates has led to debt service exceeding monthly net operating income. The loan was modified in December 2023 to extend the maturity to December 2024, reduce the loan spread from 3.96% to 1.5%, and include an exit fee upon repayment of the loan of 2.5% of the principal balance. The modification allows the sponsor to utilize tenant improvements and leasing commission funds for capital improvements such as rezoning the collateral for additional commercial uses, and exploring rezoning certain parcels for multifamily use. Additionally, the sponsor funded $0.3 million into a reserve to fund operating shortfalls.
To the extent that leasing projections for the Tualatin office properties worsen, and given the uncertainty in the office market, this may result in a valuation impairment or investment loss.
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Denver, Colorado Multifamily Senior Loan
| Loan Type | Collateral type | Origination Date | Carrying value | Principal balance | Coupon type | Cash Coupon | Unlevered all-in yield | Extended maturity date | Loan-to-value(1) | Q4 Risk ranking | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 26 | Senior | Multifamily | 5/19/2022 | $ | 28,809 | $ | 28,809 | n/a(2) | n/a(2) | n/a(2) | 6/9/2027 | 73% | 5 |
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(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
(2)Loan 26 was placed on nonaccrual status in December 2023; as such, no income is being recognized.
We originated a $30.9 million senior loan in 2022 to finance the acquisition and capital improvement of a 142-unit multifamily property located in Denver, Colorado. The loan included an initial funding of $27.9 million with an additional $2.9 million of future funding.
The property cash flow is insufficient to cover the debt service and interest reserves have been exhausted. The sponsor is unwilling to further support the asset due to the challenges at the property level which include low occupancy, delinquent rent payments and tenant evictions. Additionally, the current capital market environment is unlikely to allow for a return of equity to the sponsor.
The loan defaulted as of the January 9, 2024 payment date. However, the sponsor is cooperating with a consensual sale process through a national commercial real estate sales advisor and the sale process was launched in January 2024. The sale resolution may result in a valuation impairment or investment loss.
Net Leased and Other Real Estate
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. 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. We also own five properties included in other real estate that were acquired through deeds-in-lieu of foreclosure and foreclosure.
As of December 31, 2023, $869.3 million or 22.8% of our assets were invested in net leased and other real estate properties and these properties were 88.1% occupied. The following table presents our net leased and other real estate investments as of December 31, 2023 (dollars in thousands):
| Count(1) | Carrying Value(2) | NOI for the year ended December 31, 2023(3) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net leased real estate | 8 | $ | 579,366 | $ | 41,878 | |||||
| Other real estate | 7 | 289,941 | 24,625 | |||||||
| Total/Weighted average net leased and other real estate | 15 | $ | 869,307 | $ | 66,503 |
________________________________________
(1)Count represents the number of investments.
(2)Represents carrying values at our share as of December 31, 2023; 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.
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The following table provides asset-level detail of our net leased and other real estate as of December 31, 2023:
| Collateral type | City, State | Number of properties | Rentable square feet (“RSF”) / units/keys(1) | Weighted average % leased(2) | Weighted average lease term (yrs)(3) | Principal amount of debt(4) | Final debt maturity date | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net leased real estate | |||||||||||||||||||
| Net lease 1 | Industrial | Various - U.S. | 2 | 2,787,343 RSF | 100% | 14.6 | $ | 200,000 | Sep-33 | ||||||||||
| Net lease 2 | Office | Stavanger, Norway | 1 | 1,290,926 RSF | 100% | 6.4 | 157,216 | Jun-25 | |||||||||||
| Net lease 3 | Office | Aurora, CO | 1 | 183,529 RSF | 100% | 3.9 | 29,352 | Aug-26 | |||||||||||
| Net lease 4 | Office | Indianapolis, IN | 1 | 338,000 RSF | 100% | 7.0 | 21,976 | Oct-27 | |||||||||||
| Net lease 5(5) | Retail | Various - U.S. | 7 | 319,600 RSF | 100% | 4.0 | 28,353 | Nov-26 & Mar-28 | |||||||||||
| Net lease 6 | Retail | Keene, NH | 1 | 45,471 RSF | 100% | 5.1 | 6,787 | Nov-26 | |||||||||||
| Net lease 7 | Retail | South Portland, ME | 1 | 52,900 RSF | 100% | 8.1 | — | — | |||||||||||
| Net lease 8 | Retail | Fort Wayne, IN | 1 | 50,000 RSF | 100% | 0.7 | 3,146 | Nov-26 | |||||||||||
| Total/Weighted average net leased real estate | 15 | 5,067,769 RSF | 100% | 9.7 | $ | 446,830 | |||||||||||||
| Other real estate | |||||||||||||||||||
| Other real estate 1 | Office | Creve Coeur, MO | 7 | 847,604 RSF | 85% | 2.9 | $ | 96,197 | Oct-24 | ||||||||||
| Other real estate 2 | Office | Warrendale, PA | 5 | 496,414 RSF | 83% | 5.5 | 61,690 | Jan-25 | |||||||||||
| Other real estate 3(6) | Office | Long Island City, NY | 1 | 128,195 RSF | 9% | 6.9 | — | — | |||||||||||
| Other real estate 4(6) | Multifamily | Phoenix, AZ | 1 | 236 units | 78% | n/a | — | — | |||||||||||
| Other real estate 5(6) | Office | Long Island City, NY | 1 | 220,872 RSF | 30% | 5.2 | — | — | |||||||||||
| Other real estate 6(7) | Office | Washington, D.C. | 1 | 186,181 RSF | 42% | 1.1 | — | — | |||||||||||
| Other real estate 7(6) | Office | Oakland, CA | 1 | 90,693 RSF | 44% | 3.0 | — | — | |||||||||||
| Total/Weighted average other real estate | 17 | n/a | 64% | 4.3 | $ | 157,887 | |||||||||||||
| Total net leased and other real estate | 32 |
_________________________________________
(1)Rentable square feet based on carrying value at our share as of December 31, 2023.
(2)Represents the percent leased as of December 31, 2023. Weighted average calculation based on carrying value at our share as of December 31, 2023.
(3)Based on in-place leases (defined as occupied and paying leases) as of December 31, 2023, and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of December 31, 2023.
(4)Represents principal amount of debt at our share as of December 31, 2023.
(5)Net lease 5 consists of two separate mortgage notes.
(6)Property was acquired through a deed-in-lieu of foreclosure.
(7)Property was acquired through foreclosure.
Asset Specific Net Leased and Other Real Estate Summaries
Warehouse Distribution Portfolio Net Lease
| Collateral type | City, State | Number of properties | Rentable square feet (“RSF”) / units/keys | Weighted average % leased | Weighted average lease term (yrs) | Principal amount of debt | Final debt maturity date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net lease 1 | Industrial | Various - U.S. | 2 | 2,787,343 RSF | 100% | 14.6 | $ | 200,000 | Sep-33 |
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 creditworthy single tenant. 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. The Warehouse Distribution Portfolio Lease has a remaining lease term of 14.6 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 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.
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The Warehouse Distribution Portfolio has generated net operating income for the year ended December 31, 2023, of $20.2 million and the asset value on our consolidated balance sheet is $245.0 million as of December 31, 2023.
Stavanger, Norway Office Net Lease
| Collateral type | City, State | Number of properties | Rentable square feet (“RSF”) / units/keys | Weighted average % leased | Weighted average lease term (yrs) | Principal amount of debt | Final debt maturity date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net lease 2 | Office | Stavanger, Norway | 1 | 1,290,926 RSF | 100% | 6.4 | $ | 157,216 | Jun-25 |
In July 2018, we acquired a class A office campus in Stavanger, Norway (the “Norway Net Lease”) for $320 million (NOK 2.6 billion). This property is 100% occupied by a creditworthy single tenant. The property serves as their global headquarters. The Norway Net Lease requires the tenant to pay for all real estate-related expenses, including operational expenditures, capital expenditures and municipality taxes. The Norway Net Lease has a weighted average remaining lease term of six years and the tenant has the option to extend for two five-year periods at the same terms with rent adjusted to market rent, with the ability to reduce their total occupied space, and there is a risk that the rent can decrease at that time. The Norway Net Lease also has annual rent increases based on the Norwegian CPI Index through 2030. The rent increase in 2023 was 6.1%. Our tenant has injected a significant amount of capital into improvements of the property over the past 10 years.
Financing on the Norway Net Lease consists of a mortgage payable of $157.2 million (NOK 1.6 billion) with a fixed rate of 3.9%, which matures in June 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 2023 resulted in an LTV above the current 70% threshold. As a result, we contributed $3.5 million of cash to our entity thereby putting us in compliance with the LTV test. The $3.5 million is included in cash and cash equivalents on our consolidated balance sheet and remains available for our use. Market conditions could impact property valuations and continuing compliance with these 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 through May 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 through May 2024. The net equity and lease payments beyond May 2024 are not hedged at this time. Therefore, the Norway Net Lease net book value may be subject to fluctuations based on the USD-NOK impact on unhedged values.
Phoenix, Arizona Multifamily Property
| Collateral type | City, State | Number of Properties | Rentable square feet (“RSF”) / units/keys | Weighted average % leased | Weighted average lease term (yrs) | Principal Amount of Debt | Final Debt Maturity Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other real estate 4 | Multifamily | Phoenix, AZ | 1 | 236 units | 78% | n/a | $ | — | — |
We originated a $47.0 million senior loan to finance the sponsor’s acquisition of a 236 unit multifamily property located in Phoenix, AZ (the “Multifamily Property”) in 2021. The loan’s initial term was two years with three one-year extension options. The loan initially funded $43.5 million to partially capitalize the Multifamily Property acquisition by the sponsor for $59.1 million. In addition, the loan was structured with a $3.5 million future funding component for capital expenditures.
The Multifamily Property was built in 1973 and later renovated in 2021 by the previous owner. The Multifamily Property consists of 23 two-story apartment buildings situated on ten acres. The common amenities include covered parking, swimming pool, gym, picnic area, secured access gate, on-site laundry and a fenced in dog park. Of the 236 units, the previous ownership renovated 110 units. The sponsor’s business plan was to renovate the remaining units at the same scope of the previous owner’s renovation program. The sponsor spent $1.4 million of future funding to address deferred maintenance and to renovate 30 incremental units.
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In April 2023, occupancy dropped significantly and cash flow was not sufficient to cover debt service. The sponsor raised $1.6 million in additional capital from their limited partners to cover the monthly shortfalls and purchase an interest rate cap at the December 2023 maturity. In October 2023, the additional capital was depleted and the sponsor went back to their limited partners for a second capital raise, which was unsuccessful and the sponsor did not have the funds to cover the monthly shortfalls.
A mutual decision was made between us and the sponsor to deed the Multifamily Property to us. The deed-in-lieu of foreclosure was finalized in December 2023. In connection with the deed-in-lieu of foreclosure, we obtained a valuation and purchase price allocation from a third-party valuation expert. The valuation resulted in a $10.0 million valuation loss during the fourth quarter of 2023, and the Multifamily Property has a carrying value of $35.4 million at December 31, 2023. We are currently operating the property with a plan to increase occupancy, renovate vacant units, and address additional deferred maintenance.
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Results of Operations
The following table summarizes our portfolio results of operations for the years ended December 31, 2023, 2022 and 2021 (dollars in thousands):
| Year Ended December 31, | Change | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2023 compared to 2022 | 2022 compared to 2021 | ||||||||||||||||||
| Net interest income | ||||||||||||||||||||||
| Interest income | $ | 298,702 | $ | 236,181 | $ | 168,845 | $ | 62,521 | $ | 67,336 | ||||||||||||
| Interest expense | (173,309) | (111,806) | (55,484) | (61,503) | (56,322) | |||||||||||||||||
| Interest income on mortgage loans held in securitization trusts | — | 32,163 | 51,609 | (32,163) | (19,446) | |||||||||||||||||
| Interest expense on mortgage obligations issued by securitization trusts | — | (29,434) | (45,460) | 29,434 | 16,026 | |||||||||||||||||
| Net interest income | 125,393 | 127,104 | 119,510 | (1,711) | 7,594 | |||||||||||||||||
| Property and other income | ||||||||||||||||||||||
| Property operating income | 93,403 | 90,191 | 102,634 | 3,212 | (12,443) | |||||||||||||||||
| Other income | 13,921 | 6,058 | 2,333 | 7,863 | 3,725 | |||||||||||||||||
| Total property and other income | 107,324 | 96,249 | 104,967 | 11,075 | (8,718) | |||||||||||||||||
| Expenses | ||||||||||||||||||||||
| Management fee expense | — | — | 9,596 | — | (9,596) | |||||||||||||||||
| Property operating expense | 26,640 | 24,222 | 30,286 | 2,418 | (6,064) | |||||||||||||||||
| Transaction, investment and servicing expense | 2,499 | 3,434 | 4,556 | (935) | (1,122) | |||||||||||||||||
| Interest expense on real estate | 25,909 | 28,717 | 32,278 | (2,808) | (3,561) | |||||||||||||||||
| Depreciation and amortization | 33,504 | 34,099 | 36,399 | (595) | (2,300) | |||||||||||||||||
| Increase (decrease) of current expected credit loss reserve | 108,149 | 70,635 | (1,432) | 37,514 | 72,067 | |||||||||||||||||
| Impairment of operating real estate | 7,590 | — | — | 7,590 | — | |||||||||||||||||
| Compensation and benefits | 39,501 | 33,031 | 32,143 | 6,470 | 888 | |||||||||||||||||
| Operating expense | 13,150 | 14,641 | 17,868 | (1,491) | (3,227) | |||||||||||||||||
| Restructuring charges | — | — | 109,321 | — | (109,321) | |||||||||||||||||
| Total expenses | 256,942 | 208,779 | 271,015 | 48,163 | (62,236) | |||||||||||||||||
| Other income | ||||||||||||||||||||||
| Unrealized gain on mortgage loans and obligations held in securitization trusts, net | — | 854 | 41,904 | (854) | (41,050) | |||||||||||||||||
| Realized loss on mortgage loans and obligations held in securitization trusts, net | — | (854) | (36,623) | 854 | 35,769 | |||||||||||||||||
| Other gain, net | 613 | 34,630 | 74,067 | (34,017) | (39,437) | |||||||||||||||||
| Income (loss) before equity in earnings of unconsolidated ventures and income taxes | (23,612) | 49,204 | 32,810 | (72,816) | 16,394 | |||||||||||||||||
| Equity in earnings (loss) of unconsolidated ventures | 9,055 | 25 | (131,115) | 9,030 | 131,140 | |||||||||||||||||
| Income tax expense | (1,062) | (2,440) | (6,276) | 1,378 | 3,836 | |||||||||||||||||
| Net income (loss) | $ | (15,619) | $ | 46,789 | $ | (104,581) | $ | (62,408) | $ | 151,370 |
Comparison of Year Ended December 31, 2023 and Year Ended December 31, 2022
Net Interest Income
Interest income
Interest income increased by $62.5 million to $298.7 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was primarily due to $72.6 million related to higher interest rates and $31.3 million due to 2022 loan originations partially offset by $36.8 million due to loan repayments.
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Interest expense
Interest expense increased by $61.5 million to $173.3 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was primarily due to $66.2 million from higher interest rates in 2023, partially offset by $7.8 million due to paydowns on financings.
Net interest income on mortgage loans and obligations held in securitization trusts, net
Net interest income on mortgage loans and obligation held in securitization trusts, net decreased by $2.7 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022 due to the sale of our final retained interest in a securitization trust in November 2022.
Property and other income
Property operating income
Property operating income increased by $3.2 million to $93.4 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The increase was primarily due to $4.0 million from five real estate foreclosures in 2023 and a tax refund and higher reimbursement income of $1.0 million at two office properties partially offset by $1.7 million from two real estate properties sold in the first quarter of 2022.
Other income
Other income increased by $7.9 million to $13.9 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to higher interest rates on money market investments.
Expenses
Property operating expense
Property operating expense increased by $2.4 million to $26.6 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The increase was primarily due to $2.7 million from five real estate foreclosures in 2023 and $0.8 million in higher utilities, insurance and property taxes incurred at two office properties in the year ended December 31, 2023. This was partially offset by $1.5 million from two real estate properties sold in the first quarter of 2022.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by $0.9 million to $2.5 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022. This was primarily due to $0.7 million related to lower loan servicing fees and $0.5 million of costs associated with the sale of a joint venture in the first quarter of 2022.
Interest expense on real estate
Interest expense on real estate decreased by $2.8 million to $25.9 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. This decrease was primarily due to amortization income recorded on above-market debt during the year ended December 31, 2023.
Depreciation and amortization
Depreciation and amortization expense decreased by $0.6 million to $33.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The decrease was primarily due to fully depreciated and amortized assets associated with two office properties of $1.9 million and foreign currency translation of $0.9 million partially offset by $1.9 million from real estate foreclosures.
Increase of current expected credit loss reserve
During the year ended December 31, 2023, we recorded CECL reserves of $108.1 million as compared to reserves of $70.6 million for year ended December 31, 2022. The increase was primarily driven by an increase in specific reserves related to three office senior loans, one multifamily senior loan and one multifamily mezzanine loan, in addition to an increase in general reserves.
Impairment of operating real estate
We recorded impairment of $7.6 million on one office property following a reduction in the estimated holding period during the year ended December 31, 2023. We recorded no impairment for the year ended December 31, 2022.
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Compensation and benefits
Compensation and benefits increased by $6.5 million to $39.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to fully recognizing stock compensation on performance stock units issued in March 2023 and stock compensation on restricted stock grants issued in March 2023.
Operating expense
Operating expense decreased by $1.5 million to $13.2 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to lower third-party fees.
Other income (loss)
Unrealized gain on mortgage loans and obligations held in securitization trusts, net
During the year ended December 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 a securitization trust. Following the sale, we no longer hold any mortgage loans and obligations held in securitization trusts.
Realized loss on mortgage loans and obligations held in securitization trusts, net
During the year ended December 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 a securitization trust. Following the sale, we no longer hold any mortgage loans and obligations held in securitization trusts.
Other gain, net
Other gain, net decreased by $34.0 million to $0.6 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to $32.8 million in realized gains associated with asset sales in 2022.
Equity in earnings of unconsolidated ventures
During the year ended December 31, 2023, we realized a one-time gain from our ratable share of dispute resolution proceeds of approximately $9.0 million from the senior mezzanine lender at our prior Los Angeles, California mixed-use project construction mezzanine loan and retained B-participation investment. In connection with the settlement, effective January 26, 2023, we have no further interest in the loan or investment. We recorded de minimis equity in earnings of unconsolidated ventures during the year ended December 31, 2022.
Income tax expense
Income tax expense decreased by $1.4 million to $1.1 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022 primarily due to return to provision adjustments recorded during the year ended December 31, 2022.
Comparison of Year Ended December 31, 2022 and Year Ended December 31, 2021
Net Interest Income
Interest income
Interest income increased by $67.3 million to $236.2 million for the year ended December 31, 2022, as compared to the year ended December 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 interest rates, partially offset by $42.4 million related to loan repayments.
Interest expense
Interest expense increased by $56.3 million to $111.8 million for the year ended December 31, 2022, as compared to the year ended December 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 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.
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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 ended December 31, 2022, as compared to the year ended December 31, 2021 due to the sale of the retained interests of two securitization trusts in April 2021 and November 2022.
Property and other income
Property operating income
Property operating income decreased by $12.4 million to $90.2 million for the year ended December 31, 2022, as compared to the year ended December 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 ended December 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 ended December 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 ended December 31, 2022, as compared to the year ended December 31, 2021. The decrease is due to the termination of the management agreement (the “Management Agreement”) with our former manager (the “Manager”), a subsidiary of DigitalBridge Group, Inc., that occurred in April 2021.
Property operating expense
Property operating expense decreased by $6.1 million to $24.2 million for the year ended December 31, 2022, as compared to the year ended December 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 ended December 31, 2022, as compared to the year ended December 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 in July 2021.
Interest expense on real estate
Interest expense on real estate decreased by $3.6 million to $28.7 million for the year ended December 31, 2022, as compared to the year ended December 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 ended December 31, 2022, as compared to the year ended December 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 $70.6 million for the year ended December 31, 2022, as compared to a reversal of reserves of $1.4 million for year ended December 31, 2021. The increase was primarily due to a net increase of $44.9 million on two Long 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 ended December 31, 2022, as compared to the year ended December 31, 2021. This was primarily due to an increase in employee compensation following the internalization of our management and operating functions (the “Internalization”) on April 30, 2021, partially offset by lower stock compensation expense during the year ended December 31, 2022.
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Operating expense
Operating expense decreased by $3.2 million to $14.6 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021. This decrease was due to lower operating expenses following the Internalization on April 30, 2021.
Restructuring Charges
During the year ended December 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 on April 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 on mortgage loans and obligations held in securitization trusts, net
During the year ended December 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 ended December 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 ended December 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 ended December 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, net
During the year ended December 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 ended December 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 of Fortress 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 ended December 31, 2022. During the year ended December 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.
Income tax expense
Income tax expense decreased by $3.8 million to $2.4 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021. This was primarily due to a $6.1 million expense recorded in the fourth quarter of 2021 related to the sale of a hotel investment in Austin, TX, partially offset by higher income tax resulting from growth in taxable income and return to provision adjustments recorded during the year ended December 31, 2022.
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Book Value Per Share
The following table calculates our GAAP book value per share and undepreciated book value per share ($ in thousands, except per share data):
| December 31, 2023 | December 31, 2022 | ||||||
|---|---|---|---|---|---|---|---|
| Stockholders’ Equity excluding noncontrolling interests in investment entities | $ | 1,277,335 | $ | 1,387,768 | |||
| Shares | |||||||
| Class A common stock | 129,985 | 128,872 | |||||
| Total outstanding | 129,985 | 128,872 | |||||
| GAAP book value per share | $ | 9.83 | $ | 10.77 | |||
| Accumulated depreciation and amortization per share | $ | 1.52 | $ | 1.29 | |||
| Undepreciated book value per share(1) | $ | 11.35 | $ | 12.06 |
_________________________________
(1)Excludes the impact of our pro-rata share of accumulated depreciation and amortization on real estate investments (including related intangible assets and liabilities).
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 ended December 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) 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
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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.
The following tables present 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 the Operating Partnership (dollars and share amounts in thousands, except per share data) for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||||
| Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders | $ | (15,549) | $ | 45,788 | $ | (101,046) | |||||
| Adjustments: | |||||||||||
| Net income (loss) attributable to noncontrolling interest of the Operating Partnership | — | 1,013 | (1,803) | ||||||||
| Non-cash equity compensation expense | 14,056 | 7,888 | 14,016 | ||||||||
| Transaction costs | — | — | 109,321 | ||||||||
| Depreciation and amortization | 32,050 | 33,949 | 36,447 | ||||||||
| Net unrealized loss (gain): | |||||||||||
| Impairment of operating real estate | 7,590 | — | — | ||||||||
| Other unrealized loss (gain) on investments | 1,747 | (1,155) | (47,352) | ||||||||
| General CECL reserves | 26,983 | 13,692 | (2,684) | ||||||||
| Gain on sales of real estate, preferred equity and investments in unconsolidated joint ventures | — | (30,709) | (66,827) | ||||||||
| Adjustments related to noncontrolling interests | (805) | (730) | 1,254 | ||||||||
| Distributable Earnings (Loss) attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership | $ | 66,072 | $ | 69,736 | $ | (58,674) | |||||
| Distributable Earnings (Loss) per share(1) | $ | 0.51 | $ | 0.53 | $ | (0.44) | |||||
| Adjustments: | |||||||||||
| Specific CECL reserves | $ | 81,166 | $ | 56,944 | $ | 1,251 | |||||
| Fair value adjustments | (9,055) | — | 133,200 | ||||||||
| Realized loss on hedges | — | — | 1,466 | ||||||||
| Realized loss on CRE debt securities and B-piece | — | 797 | 38,842 | ||||||||
| Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership | $ | 138,183 | $ | 127,477 | $ | 116,085 | |||||
| Adjusted Distributable Earnings per share(1) | $ | 1.06 | $ | 0.98 | $ | 0.87 | |||||
| Weighted average number of shares of Class A common stock and OP units(1) | 129,794 | 130,539 | 132,807 |
________________________________________
(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 ended December 31, 2022 includes 3.1 million OP units until their redemption in May 2022. For the year ended December 31, 2021 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
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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.
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 ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||||
| Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders | $ | (15,549) | $ | 45,788 | $ | (101,046) | |||||
| Adjustments: | |||||||||||
| Net (income) loss attributable to non-net leased and other real estate portfolios(1) | 14,426 | (32,342) | 109,565 | ||||||||
| Net income attributable to noncontrolling interests in investment entities | (70) | (12) | (79) | ||||||||
| Amortization of above- and below-market lease intangibles | (126) | (364) | (97) | ||||||||
| Interest income | (71) | — | 18 | ||||||||
| Interest expense on real estate | 26,024 | 28,717 | 32,278 | ||||||||
| Other income | (437) | (18) | (3) | ||||||||
| Transaction, investment and servicing expense | 317 | 681 | (35) | ||||||||
| Depreciation and amortization | 33,321 | 33,886 | 36,162 | ||||||||
| Impairment of operating real estate | 7,590 | — | — | ||||||||
| Operating expense | 95 | 231 | 233 | ||||||||
| Other (gain) loss on investments, net | 1,660 | (10,287) | (4,691) | ||||||||
| Income tax (benefit) expense | 527 | 231 | (68) | ||||||||
| NOI attributable to noncontrolling interest in investment entities | (1,204) | (1,200) | (15,323) | ||||||||
| Total NOI, at share | $ | 66,503 | $ | 65,311 | $ | 56,914 |
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(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 and corporate and other 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 the foreseeable future.
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Financing Strategy
We have a multi-pronged financing strategy that includes an up to $165.0 million secured revolving credit facility as of December 31, 2023, up to approximately $2.0 billion in secured revolving repurchase facilities, $913.9 million in non-recourse securitization financing, $617.4 million in commercial mortgages and $34.5 million in other asset-level financing structures.
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 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, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| Debt-to-equity ratio(1) | 1.9x | 2.0x |
_________________________________________
(1)Represents (i) total consolidated outstanding secured debt less cash and cash equivalents of $257.5 million and $306.3 million at December 31, 2023 and December 31, 2022, 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.
On January 28, 2022, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan 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 in U.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs. The Credit Agreement amended and restated the OP’s prior $300.0 million revolving credit facility that would have matured on February 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) the Wall 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 to un-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
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$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 on January 31, 2026, at which time the 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 of January 31, 2027.
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 the 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 the New York Stock Exchange, and limitations on debt, liens and restricted payments. In addition, the Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the 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 the OP from any offering of its common equity after September 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 the OP, excluding any such proceeds that are contributed to the OP within ninety (90) days of receipt and applied to acquire capital stock of the OP; (b) the 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) the OP’s minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) the 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 the 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 December 31, 2023, we were in compliance with all of our financial 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.
The following table presents a summary of our Master Repurchase and Bank Credit Facilities as of December 31, 2023 (dollars in thousands):
| Maximum Facility Size | Current Borrowings | Weighted Average Final Maturity (Years) | Weighted Average Interest Rate(1) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Master Repurchase Facilities | |||||||||||||
| Bank 1 | $ | 600,000 | $ | 490,261 | 3.3 | SOFR + 2.13% | |||||||
| Bank 2 | 600,000 | 261,753 | 2.3 | SOFR + 1.96% | |||||||||
| Bank 3 | 400,000 | 237,985 | 3.4 | SOFR + 1.74% | |||||||||
| Bank 4 | 400,000 | 162,724 | 3.5 | SOFR + 1.79% | |||||||||
| Total Master Repurchase Facilities | 2,000,000 | 1,152,723 | |||||||||||
| Bank Credit Facility | 165,000 | — | 3.0 | SOFR + 2.25% | |||||||||
| Total Facilities | $ | 2,165,000 | $ | 1,152,723 |
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(1)All facilities utilize Term SOFR at December 31, 2023.
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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 and Bank Credit Facility (dollars in thousands):
| Quarter Ended | Quarterly Average UPB | End of Period UPB | Maximum UPB at Any Month-End | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | $ | 1,179,953 | $ | 1,152,723 | $ | 1,205,475 | |||||
| September 30, 2023 | 1,212,217 | 1,207,182 | 1,208,898 | ||||||||
| June 30, 2023 | 1,254,714 | 1,217,251 | 1,281,899 | ||||||||
| March 31, 2023 | 1,778,135 | 1,292,176 | 1,320,246 | ||||||||
| 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 |
The decrease in our end of period UPB from September 30, 2023 to December 31, 2023 was driven by payoffs of loans during the period.
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.
CLNC 2019-FL1
In October 2019, we executed a securitization transaction through our wholly-owned subsidiaries, CLNC 2019-FL1, Ltd. and CLNC 2019-FL1, LLC, which resulted in the sale of $840.4 million of investment grade notes.
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to CLNC 2019-FL1 would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. As of June 17, 2021, the benchmark index interest rate was converted from LIBOR to compounded 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 the Federal Reserve Bank of New York on each benchmark determination date.
As of February 19, 2022, the benchmark index interest rate was converted from Compounded SOFR to Term SOFR, plus a benchmark adjustment of 11.448 basis points, conforming with 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.
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 on October 19, 2021. During the year ended December 31, 2023 and through February 20, 2024, three loans held in CLNC 2019-FL1 were fully repaid and one loan was partially repaid totaling $149.2 million. Two loans held in CLNC 2019-FL1 were removed as a result of the loans becoming defaulted collateral interests, totaling $97.7 million. We exchanged/purchased the two defaulted collateral interests for substitute loan investments and cash equal to the par purchase price of the defaulted collateral interests. The proceeds from the repayments were used to amortize the securitization bonds in accordance with the securitization priority of repayments. As of December 31, 2023, we had $478.4 million of unpaid principal balance of CRE debt investments financed with CLNC 2019-FL1. As of December 31, 2023, the securitization reflects an advance rate of 65.3% at a weighted average
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cost of funds of Adjusted Term SOFR plus 2.17% (before transaction expenses) and is collateralized by a pool of 14 senior loan investments.
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. We did not fail any note protection tests during the years ended December 31, 2023 and 2022. 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.
In the second quarter of 2023, we had transitioned the CLNC 2019-FL1 mortgage assets to SOFR, eliminating the basis difference between CLNC 2019-FL1 assets and liabilities. The transition to SOFR did not have a material impact to CLNC 2019-FL1’s assets and liabilities and related interest expense.
BRSP 2021-FL1
In July 2021, we executed a securitization transaction through our subsidiaries, BRSP 2021-FL1, Ltd. and BRSP 2021-FL1, LLC, which resulted in the sale of $670.0 million of investment grade notes.
As of May 26, 2023, the benchmark index interest rate was converted from LIBOR 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.
BRSP 2021-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 BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for BRSP 2021-FL1 expired on July 20, 2023. From January 1, 2023 through the reinvestment date of July 20, 2023, three loans held in BRSP 2021-FL1 were fully repaid, totaling $62.1 million. We replaced the repaid loans by contributing existing loan investments of equal value. Since the expiration of the reinvestment period on July 20, 2023 and through February 20, 2024, two loans held in BRSP 2021-FL1 were fully repaid and one loan was partially repaid, totaling $74.4 million. The proceeds from the repayment were used to amortize the securitization bonds in accordance with the securitization priority of repayments. As of December 31, 2023, we had $731.6 million of unpaid principal balance of CRE debt investments financed with BRSP 2021-FL1. As of December 31, 2023, the securitization reflects an advance rate of 82.2% at a weighted average cost of funds of Term SOFR plus 1.53% (before transaction costs), and is collateralized by a pool of 26 senior loan investments.
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 did not fail any note protection tests during the years ended December 31, 2023 and 2022. We will continue to closely monitor all loan investments contributed to BRSP 2021-FL1, as 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 of December 31, 2023. This table excludes our obligations that are not fixed and determinable (dollars in thousands):
| Payments Due by Period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Less than a Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
| Bank credit facility(1) | $ | 1,239 | $ | 413 | $ | 825 | $ | 1 | $ | — | |||||||||
| Secured debt(2) | 2,157,198 | 1,309,356 | 551,691 | 50,841 | 245,310 | ||||||||||||||
| Securitization bonds payable(3) | 923,048 | 843,684 | 79,364 | — | — | ||||||||||||||
| Ground lease obligations(4) | 24,247 | 2,213 | 4,312 | 3,649 | 14,073 | ||||||||||||||
| Office leases | 6,992 | 1,293 | 2,631 | 2,494 | 574 | ||||||||||||||
| $ | 3,112,724 | $ | 2,156,959 | $ | 638,823 | $ | 56,985 | $ | 259,957 | ||||||||||
| Lending commitments(5) | 168,247 | ||||||||||||||||||
| Total | $ | 3,280,971 |
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(1)Future interest payments were estimated based on the applicable index at December 31, 2023 and unused commitment fee of 0.25% per annum, assuming principal is repaid on the current maturity date of January 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 at December 31, 2023.
(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
In April 2023, our board of directors authorized a stock repurchase program (“Stock Repurchase Program”) under which we may repurchase up to $50.0 million of our outstanding Class A common stock until April 30, 2024. The Stock Repurchase Program replaces the prior stock repurchase program authorization which expired on April 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 the SEC. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.
During the year ended December 31, 2023, we did not make any share repurchases, and as of December 31, 2023, there was $50.0 million remaining available to make repurchases under the prior stock repurchase program.
Cash Flows
The following presents a summary of our consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021 (dollars in thousands):
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flow provided by (used in): | 2023 | 2022 | 2021 | ||||||||
| Operating activities | $ | 137,624 | $ | 125,277 | $ | (21,270) | |||||
| Investing activities | 384,160 | 89,337 | (555,789) | ||||||||
| Financing activities | (558,600) | (161,451) | 384,356 |
Operating Activities
Cash inflows from operating activities are generated primarily through interest received from loans and preferred equity held for investment, and property operating income from our real estate portfolio. This is partially offset by payment of interest expenses for credit 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.
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Our operating activities provided net cash inflows of $137.6 million and $125.3 million for the years ended December 31, 2023 and 2022, respectively. Net cash provided by operating activities increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to higher income earned as a result of higher interest rates. For the year ended December 31, 2021, our operating activities used net cash outflows of $21.3 million.
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 and disbursements on new and/or existing loans, which are partially offset by repayments and sales of loans and preferred equity held for investment, proceeds from sale of real estate, as well as proceeds from maturity or sale of securities.
Investing activities generated net cash inflows of $384.2 million for the year ended December 31, 2023. Net cash provided by investing activities in 2023 resulted primarily from repayments on loans held for investment, net of $455.9 million partially offset by origination and fundings on our loans held for investment, net of $77.2 million.
Investing activities generated net cash inflows of $89.3 million for the year ended December 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 ended December 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.
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 through May 27, 2022, on distributions to our noncontrolling interests.
Financing activities used net cash of $558.6 million for the year ended December 31, 2023, which resulted primarily from repayment of credit facilities of $320.6 million, repayment of securitization bonds of $258.8 million and distributions paid on common stock of $104.0 million, partially offset by borrowings from credit facilities of $133.1 million.
Financing activities used net cash of $161.5 million for the year ended December 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 ended December 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.
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
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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, we 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 accordance with the original business plan, the team evaluates the risks and determines 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.
Critical Accounting Policies and Estimates
Preparation of financial statements in accordance with U.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 2023, 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.
Current Expected Credit Loss (“CECL” reserve)
The 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
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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 specific 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 through December 2023 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 record a reserve to reduce the carrying value of the instrument to the present value of the expected future cash flows discounted at the instrument’s effective rate or to the fair value of the collateral. We apply a discounted cash flow (“DCF”) methodology to determine the fair value of the collateral where it is probable that we will foreclose or 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. Determining fair value of the collateral, including utilization of a practical expedient, may take into account a number of assumptions including, but not limited to, rents and cash flow projections, capitalization rates and discount rates. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.
In connection with developing the CECL reserve for our loans held for investment, we determine the risk ranking of each loan 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
2.Low Risk
3.Medium Risk
4.High Risk/Potential for Loss—A loan that has a high risk of realizing a principal loss.
5.Impaired/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
During the three months ended September 30, 2023, we simplified our risk ranking definitions. We re-evaluated our risk rankings based on the simplified definitions and concluded that there was no impact to prior period risk rankings.
We also consider qualitative 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 investment is placed on nonaccrual status. Loans are charged off when all or a portion of the principal amount is determined to be uncollectible.
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Changes in the CECL reserve for our financial instruments are recorded in increase/decrease in current expected credit loss reserve on the consolidated statement of operations with a corresponding offset to the loans held for investment or as a component of other liabilities for future loan fundings recorded on our consolidated balance sheets.
FY 2022 10-K MD&A
SEC filing source: 0001717547-23-000009.
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 December 31, 2022, and through February 17, 2023, 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 ended December 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;
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•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 ended December 31, 2022;
•For the year ended December 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 two Long Island City, New York Office senior loans, one of which was placed on nonaccrual status as of September 9, 2022; (refer to “Our Portfolio” section for further discussion); and
•Subsequent to December 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, the Federal 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 cause the 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 of December 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 December 31, 2022, our portfolio consisted of the following investments (dollars in thousands):
| Count(1) | Carrying value (Consolidated) | Carrying value(at BRSP share)(2) | Net carrying value (Consolidated)(3) | Net carrying value (at BRSP 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 | $ | 4,289,259 | $ | 1,133,185 | $ | 1,132,933 |
________________________________________
(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 of December 31, 2022.
(3)Net carrying value represents carrying value less any associated financing as of December 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 of December 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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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 at December 31, 2022 increased to 3.2 compared to September 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 of December 31, 2022 (dollars in thousands):
| Carrying Value (at BRSP share)(1) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk Ranking | Count | Senior loans(2) | Mezzanine loans | Preferred 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 of December 31, 2022.
(2)Includes one mezzanine loan totaling $28.3 million where we are also the senior lender.
| Carrying value (at BRSP share) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Collateral property type | Count | Senior loans | Mezzanine loans | Preferred 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) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Region | Count | Senior loans | Mezzanine loans | Preferred 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 December 31, 2022 (dollars in thousands):
| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in 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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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in 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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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in 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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| Loan Type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in 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 |
_________________________________________
(1)Represents carrying values at our share as of December 31, 2022.
(2)Represents the stated coupon rate for loans; for floating rate loans, does not include USD 1-month London Interbank Offered Rate (“LIBOR”) or Secured Overnight Financing Rate (“SOFR”), which were 4.39% and 4.36%, respectively, as of December 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 of December 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 of December 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 to December 31, 2022, we received repayment proceeds of $29.1 million relating to loan 60.
(8)Loan 72 was placed on nonaccrual status in September 2022; as such, no income is being recognized.
(9)Subsequent to December 31, 2022, the maturity date for loan 96 was extended to December 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 in April 2020; as such, no income is being recognized.
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At December 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 at September 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 two Long 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
Long Island City, New York Office Senior Loans
| Loan Type | Collateral type | Origination Date | Carrying value | Principal 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 |
______________________________________
(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 in September 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.
The New 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. The Long 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 in Long Island City has created additional supply putting downward pressure on rents.
Loan 66
As of December 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. In March 2021, and again in January 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 the February 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 of December 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. In March 2021, and again in January 2022, we modified the loan, allowing the borrower to use certain future funding advances from the tenant improvements and leasing costs
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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 since October 2022, and was placed on nonaccrual status as of September 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.
Santa Clara, California Pre-development Senior Loan
| Loan Type | Collateral type | Origination Date | Carrying value | Principal 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 in Santa 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 of December 31, 2022, the underwritten pre-development for Phase I and Phase II is complete, and the Pre-development Senior Loan is fully funded. In June 2021, the sponsor did not qualify for their first extension option. The maturity was ultimately extended for twelve months to June 2022 in exchange for certain lender required terms and conditions.
In June 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.
Washington, D.C Office Senior Loan
| Loan Type | Collateral type | Origination Date | Carrying value | Principal 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 the Dupont Circle neighborhood of Washington 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 of December 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.
The Washington D.C. (“DC”) office market, like most of the 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 of December 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.
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The DC Office Loan’s second maturity was in August 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.
Milpitas, California Development Mezzanine Loan
| Loan Type | Collateral type | Origination Date | Carrying value | Principal 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 in Milpitas, 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 of February 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 in December 2022, and it did not pass all its extension tests. We, and the senior loan lender, extended the maturity date to March 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 Other Real Estate
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 December 31, 2022, $768.4 million or 17.9% of our assets were invested in 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 December 31, 2022 (dollars in thousands):
| Count(1) | Carrying Value(2) | NOI for the year ended December 31, 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 | $ | 768,401 | $ | 65,311 |
________________________________________
(1)Count represents the number of investments.
(2)Represents carrying values at our share as of December 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.
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The following table provides asset-level detail of our net leased and other real estate as of December 31, 2022:
| Collateral type | City, State | Number of Properties | Rentable square feet (“RSF”) / units/keys(1) | Weighted average % leased(2) | Weighted average lease 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 |
_________________________________________
(1)Rentable square feet based on carry value at our share as of December 31, 2022.
(2)Represents the percent leased as of December 31, 2022. Weighted average calculation based on carrying value at our share as of December 31, 2022.
(3)Based on in-place leases (defined as occupied and paying leases) as of December 31, 2022, and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of December 31, 2022.
(4)Subsequent to December 31, 2022, two retail property leases were extended through January 2029.
Asset Specific Net Leased Summaries
Stavanger, Norway Office Net Lease
| Collateral type | City, State | Number of Properties | Rentable square feet (“RSF”) / units/keys | Weighted average % leased | Weighted average lease term (yrs) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net lease 1 | Office | Stavanger, Norway | 1 | 1,290,926 RSF | 100% | 7.7 |
In July 2018, we acquired a class A office campus in Stavanger, Norway (the “Norway Net 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 Norway Net Lease requires the tenant to pay for all real estate-related expenses, including operational expenditures, capital expenditures and municipality taxes. The Norway Net 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 Norway Net 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 Norway Net Lease consists of a mortgage payable of $162.4 million with a fixed rate of 3.9%, which matures in June 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
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through May 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 through May 2024. The net equity and lease payments beyond May 2024 are not hedged at this time. Therefore, the Norway Net Lease net book value may be subject to fluctuations based on the USD-NOK impact on unhedged values.
Warehouse Distribution Portfolio Net Lease
| Collateral type | City, State | Number of Properties | Rentable square feet (“RSF”) / units/keys | Weighted average % leased | Weighted average 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 December 31, 2022, of $20.2 million; and the asset value on our consolidated balance sheet is $253.8 million as of December 31, 2022.
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Results of Operations
The following table summarizes our portfolio results of operations for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):
| Year Ended December 31, | Change | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | 2022 compared to 2021 | 2021 compared 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 securitization trusts | 32,163 | 51,609 | 92,461 | (19,446) | (40,852) | |||||||||||||||||
| Interest expense on mortgage obligations issued by securitization trusts | (29,434) | (45,460) | (83,952) | 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 expense | 3,434 | 4,556 | 9,975 | (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 December 31, 2022 and Year Ended December 31, 2021
Net Interest Income
Interest income
Interest income increased by $67.3 million to $236.2 million for the year ended December 31, 2022, as compared to the year ended December 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.
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Interest expense
Interest expense increased by $56.3 million to $111.8 million for the year ended December 31, 2022, as compared to the year ended December 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 ended December 31, 2022, as compared to the year ended December 31, 2021, due to the sale of the retained interests of two securitization trusts in April 2021 and November 2022.
Property and other income
Property operating income
Property operating income decreased by $12.4 million to $90.2 million for the year ended December 31, 2022, as compared to the year ended December 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 ended December 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 ended December 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 ended December 31, 2022, as compared to the year ended December 31, 2021. The decrease is due to the termination of the management agreement (the “Management Agreement”) with our former manager (the “Manager”), a subsidiary of DigitalBridge Group, Inc. that occurred in April 2021.
Property operating expense
Property operating expense decreased by $6.1 million to $24.2 million for the year ended December 31, 2022, as compared to the year ended December 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 ended December 31, 2022, as compared to the year ended December 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 in July 2021.
Interest expense on real estate
Interest expense on real estate decreased by $3.6 million to $28.7 million for the year ended December 31, 2022, as compared to the year ended December 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 ended December 31, 2022, as compared to the year ended December 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 $70.6 million for the year ended December 31, 2022, as compared to a reversal of reserves of $1.4 million for year ended December 31, 2021. The increase was primarily due to a net increase of $44.9 million on two Long
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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 ended December 31, 2022, as compared to the year ended December 31, 2021. This was primarily due to an increase in employee compensation following the internalization of our management and operating functions (the “Internalization”) on April 30, 2021, partially offset by lower stock compensation expense during the year ended December 31, 2022.
Operating expense
Operating expense decreased by $3.2 million to $14.6 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021. This decrease was due to lower operating expenses following the Internalization on April 30, 2021.
Restructuring Charges
During the year ended December 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 on April 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 ended December 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 ended December 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 ended December 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 ended December 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 ended December 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 ended December 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 of Fortress 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 ended December 31, 2022. During the year ended December 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.
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Income tax benefit (expense)
Income tax expense decreased by $3.8 million to $2.4 million for the year ended December 31, 2022, as compared to the year ended December 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 in Austin, TX, partially offset by higher income tax resulting from growth in taxable income and return to provision adjustments recorded during the year ended December 31, 2022.
Comparison of Year Ended December 31, 2021 and Year Ended December 31, 2020
Net Interest Income
Interest income
Interest income increased by $12.0 million to $168.8 million for the year ended December 31, 2021 as compared to the year ended December 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 ended December 31, 2021 as compared to the year ended December 31, 2020. The decrease was primarily due to $15.3 million related to paydowns on our Bank 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 ended December 31, 2021, as compared to the year ended December 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 ended December 31, 2021, as compared to the year ended December 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 ended December 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 $20.1 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020 due to the termination of the Management Agreement in April 2021.
Property operating expense
Property operating expense decreased by $34.7 million to $30.3 million for the year ended December 31, 2021, as compared to the year ended December 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 ended December 31, 2021, as compared to the year ended December 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.
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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 ended December 31, 2021, as compared to the year ended December 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 $23.4 million to $36.4 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The decrease was primarily due to real estate properties sold throughout 2020 and 2021.
Increase (decrease) of CECL reserve
During the year ended December 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 $42.8 million for the year ended December 31, 2020. The impairment resulted from a reduction in the estimated holding period of certain properties sold during the period. There was no impairment of operating real estate for the year ended December 31, 2021.
Compensation and benefits
Compensation and benefits increased by $26.6 million to $32.1 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This was primarily due to $15.0 million of compensation and benefits following the internalization of management operations on April 30, 2021 and higher stock compensation expense of $9.6 million during the year ended December 31, 2021.
Operating expense
Operating expense decreased by $3.2 million to $17.9 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This decrease was primarily due to reimbursable costs paid to our previous Manager prior to the termination of our Management Agreement on April 30, 2021.
Restructuring charges
During the year ended December 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 on April 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 ended December 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 ended December 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 December 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.
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Other gain (loss), net
During the year ended December 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 ended December 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 ended December 31, 2021 and the year ended December 31, 2020, respectively. During the year ended December 31, 2021 the $131.1 million loss was comprised of our proportionate share of a $97.9 million fair value loss adjustment on the Los 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 ended December 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 ended December 31, 2021, as compared to the year ended December 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 $6.1 million increase in current year income tax expense related to the sale of a hotel investment in Austin, TX.
Book Value Per Share
The following table calculates our GAAP book value per share and undepreciated book value per share ($ 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 ended December 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)
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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 the Operating Partnership (dollars and share amounts in thousands, except per share data) for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 to BrightSpire 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 | $ | (0.44) | $ | (1.56) | |||||
| 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 to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership | $ | 127,477 | $ | 116,085 | $ | 133,150 | |||||
| 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 ended December 31, 2022 includes 3.1 million OP units until their redemption in May 2022. For the years ended December 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.
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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 ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
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(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 of December 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
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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 at December 31, 2022 and December 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.
On January 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”) with JPMorgan 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 in U.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 on February 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) the Wall 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 to un-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 on January 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 of January 31, 2027.
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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 the New 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 after September 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 December 31, 2022, we were in compliance with all of our financial 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 December 31, 2022, we amended the below Master Repurchase Facilities as follows:
•Increased the borrowing capacity of Bank 7 by $100 million and extended the maturity date to April 2025, with a one-year extension option;
•Increased the borrowing capacity of Bank 9 by $100 million and extended the maturity date to June 2025, with two one-year extension options;
•Extended the maturity date of Bank 3 to April 2025, with two one-year extension options, and replaced LIBOR with SOFR as the benchmark applicable to loans entered into prior to January 1, 2022;
•Extended the maturity date of Bank 1 to July 2024, with three one-year extension options, and replaced LIBOR with SOFR as the benchmark applicable to loans entered into prior to January 1, 2022; and
•Amended five individual facilities to reduce the minimum tangible net worth covenant requirement from $1.4 billion to $1.1 billion.
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The following table presents a summary of our Master Repurchase and Bank Credit Facilities as of December 31, 2022 (dollars in thousands):
| Maximum Facility Size | Current Borrowings | Weighted Average Final Maturity (Years) | Weighted Average 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 |
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(1)The Company utilized the Secured Overnight Financing Rate (“SOFR”) for all deals beginning January 1, 2022.
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):
| Quarter Ended | Quarterly Average UPB | End of Period UPB | Maximum UPB at 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 September 30, 2022 to December 31, 2022 was driven by payoffs of loans during the period.
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 October 2019, we executed a securitization transaction through our wholly-owned subsidiaries, CLNC 2019-FL1, Ltd. and CLNC 2019-FL1, LLC (collectively, “CLNC 2019-FL1”), which resulted in the sale of $840.4 million of investment grade notes.
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to CLNC 2019-FL1 would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. As of June 17, 2021, the
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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 the Federal Reserve Bank of New York on each benchmark determination date.
As of February 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 of December 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 on October 19, 2021. During 2022 and through February 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 of February 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.
In July 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 through February 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 of December 31, 2022. This table excludes our obligations that are not fixed and determinable (dollars in thousands):
| Payments Due by Period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Less than a Year | 1-3 Years | 3-5 Years | More than 5 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 |
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(1)Future interest payments were estimated based on the applicable index at December 31, 2022 and unused commitment fee of 0.25% per annum, assuming principal is repaid on the current maturity date of January 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 at December 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
In May 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 until April 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 the SEC. 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 ended June 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 December 31, 2022, we did not make any share repurchases, and as of December 31, 2022, there was $81.7 million remaining 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 December 31, 2022, 2021 and 2020 (dollars in thousands):
| 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 ended December 31, 2022. Our operating activities used net cash outflows of $21.3 million for the year ended December 31, 2021 and provided net cash inflows of $96.4 million for the year ended December 31, 2020. Net cash provided by operating activities increased for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to higher income earned as a result of loan originations, higher interest rates and lower operating expenses following the Internalization on April 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 ended December 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 ended December 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 ended December 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 through May 27, 2022, on distributions to our noncontrolling interests.
Financing activities used net cash of $161.5 million for the year ended December 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 ended December 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 ended December 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
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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 in June 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 with U.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 through December 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.
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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.
FY 2021 10-K MD&A
SEC filing source: 0001717547-22-000014.
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 we expect to be 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 will continue to target net leased equity investments on a selective basis. Additionally, we previously made investments in CRE debt securities primarily consisting of commercial mortgage-backed securities (“CMBS”) (including “B-pieces” of a CMBS securitization pool) or CRE collateralized loan obligations (“CLOs”) (including the junior tranches collateralized by pools of CRE debt investments). We have continued to reduce our CMBS holdings since the second quarter of 2020, and sold our last CMBS security available for sale in the fourth quarter of 2021. As of December 31, 2021 we hold only “B-pieces” of a CMBS securitization pool which are subject to risk retention provisions through June 2022.
The Internalization
On April 30, 2021, we completed the internalization of the Company’s management and operating functions and terminated our relationship with CLNC Manager, LLC (the “Manager”), a subsidiary of DigitalBridge Group, Inc. (“DigitalBridge”), formerly known as Colony Capital, Inc., in accordance with that termination agreement dated April 4, 2021 between the Company, the OP, the Manager and Colony Capital Investment Advisors, LLC (the “Termination Agreement,” and the transactions contemplated thereunder, the “Internalization”). We paid the Manager a one-time termination fee of $102.3 million. Therefore, we no longer pay management or incentive fees to the Manager for any post-closing period and we have assumed general and administrative expenses directly. We have achieved a savings in operating costs as a result of the Internalization. Further, in connection with the Internalization, certain affiliates of ours and the Manager entered into a transition services agreement (“TSA”) to facilitate an orderly internalization transition of the management of our operations. The TSA expired on September 30, 2021, at which time we fully transitioned the management of our operations.
Our executive team remains unchanged, including Michael J. Mazzei, Chief Executive Officer; Andrew E. Witt, President and Chief Operating Officer; Frank V. Saracino, Chief Financial Officer and Executive Vice President; David A. Palamé, General Counsel, Secretary and Executive Vice President; George Kok, Chief Credit Officer; and Daniel Katz, Head of Originations. As a result of the Company’s 2021 Annual Meeting of Stockholders, DigitalBridge no longer has affiliated representatives on our board of directors. The Company’s board of directors is comprised of seven members, including our six independent directors, led by Catherine D. Rice, our Independent Chairperson, Vernon Schwartz, John Westerfield, Winston W. Wilson, Kim S. Diamond, Catherine F. Long and Michael J. Mazzei, the Company’s Chief Executive Officer. Ms. Diamond and Ms. Long were appointed to the board of directors during 2021. Additionally, certain professionals that have contributed substantially to our investment, underwriting, portfolio and asset management, loan servicing, financial reporting, treasury, legal, tax, credit, risk and compliance responsibilities seamlessly moved forward as direct employees of the Company.
Our senior management team has extensive experience managing and investing in real estate-related investments through a variety of credit cycles and market conditions. The clarity in organizational structure and dedicated management and employee base achieved through the Internalization solidifies the footprint and corresponding network developed by our investment and asset management teams, with proprietary market knowledge, sourcing capabilities and the local presence required to identify, execute and manage new originations and existing investments on behalf of the Company. Our real estate investment platform and relationships allow us to source, underwrite, structure and manage investment opportunities as well as to access debt and equity capital to fund our operations. We have fully integrated investment and portfolio management, finance and administration functions, including legal, compliance, human resources, investor relations, asset valuation, credit and risk management and information technology services. The Company has a captive, fully functional, asset management company that engages primarily in loan servicing for performing, sub-performing and non-performing commercial loans, including senior
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secured loans, revolving lines of credit, loan participations, subordinated loans, unsecured loans and mezzanine debt. Our asset management subsidiary is a commercial special servicer rated by both Standard & Poor’s and Fitch’s rating services.
On June 24, 2021, BrightSpire Capital, Inc. changed its name from Colony Credit Real Estate, Inc. We also changed our principal place of business and corporate headquarters from Los Angeles to New York City, now located at 590 Madison Avenue, 33rd Floor, New York, NY 10022. We continue to be publicly traded on the New York Stock Exchange. However, concurrent with our name change, we changed our ticker symbol to BRSP.
Our Business Segments
During the first quarter of 2021, we realigned the business and reportable segment information to reflect how the Chief Operating Decision Makers (“CODM”) regularly review and manage the business. As a result, we present our business as one portfolio and the following business segments:
•Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior mortgage loans, mezzanine loans, and preferred equity interests as well as participations in such loans. The segment also includes 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 currently consisting of BBB and some BB rated CMBS (including Non-Investment Grade “B-pieces” of a CMBS securitization pool) or CRE CLOs (including the junior tranches thereof, collateralized by pools of CRE debt investments). It also 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”), related party and general and administrative expenses.
There were no changes in the structure of our internal organization that prompted the change in reportable segments. Prior year amounts have been revised to conform to the current year presentation. Accordingly, we realigned the discussion and analysis of our portfolio and results of operations to reflect these reportable segments.
Significant Developments
During the year ended December 31, 2021 and through February 18, 2022, significant developments affecting our business and results of operations of our portfolio included the following:
Capital Resources
•We completed the Internalization, consisting of the internalization of our management and operating functions and terminated our relationship with the Manager, a subsidiary of DigitalBridge, in accordance with the Termination Agreement. We paid the Manager a one-time termination fee of $102.3 million, and we no longer pay management or incentive fees to the Manager. We have achieved a savings in operating costs as a result of the Internalization;
•Executed a securitization transaction through BRSP 2021-FL1, contributing 31 floating rate mortgages secured by 42 properties, totaling $800 million, 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). In connection with this transaction, we repaid $701.4 million under our master repurchase facilities during the third quarter of 2021. At December 31, 2021, the securitization was collateralized by a pool of 33 senior loan investments. See “Liquidity and Capital Resources” below for further discussion;
•Declared total quarterly dividends of $0.58 per share for the year ended December 31, 2021;
•In January 2022, we amended our Bank Credit Facility to reduce the aggregate amount of lender commitments from $300 million to $165 million. We also amended five of our Master Repurchase Facilities to reduce the minimum tangible net worth covenant requirement from $1.4 billion to $1.1 billion. Lastly, we amended four of our Master Repurchase Facilities to expand the eligibility criteria to allow for loans indexed to SOFR, and to allow for borrowings under those facilities indexed to SOFR. See “Liquidity and Capital Resources” below for further discussion; and
•As of the date of this report, we have approximately $434 million of liquidity, consisting of $269 million cash on hand and $165 million available on our Bank Credit Facility.
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Our Portfolio
•Generated U.S. GAAP net loss of $101.0 million, or ($0.79) per share, Distributable Earnings (Loss) of $58.7 million, or $(0.44) per share and Adjusted Distributable Earnings of $116.1 million, or $0.87 per share during the year ended December 31, 2021;
•We funded 64 senior mortgage loans with a total commitment of $1.9 billion. The average initial funded amount was $26.4 million and had a weighted average spread of 3.45% plus LIBOR;
•Received loan repayment proceeds of $519.1 million from 10 loans;
•We closed the sale of five development and/or non-accrual assets to managed vehicles of Fortress Investment Group LLC (“Fortress”), for gross proceeds of $223.0 million (the “Co-Invest Portfolio Sale”). We received net transaction proceeds of $198.3 million, primarily due to offsetting distributions from the underlying investments that we received between signing and closing. For the year ended December 31, 2021, we recorded total realized gains of $20.2 million related to this sale. See “Our Portfolio” below for further discussion;
•Following the Co-Invest Portfolio Sale, we used all the sale proceeds to substantially fund the repayment of the preferred financing arrangement (the “5-Investment Preferred Financing”) managed by Goldman Sachs (“GS”) totaling $210 million. The repayment allowed us to reclaim 100% ownership of the triple net warehouse distribution portfolio leased to a national grocery chain;
•Sold our retained investments in the subordinate tranches of one securitization trust for $28.7 million in total proceeds and deconsolidated the securitization trust with gross assets and liabilities of approximately $830.9 million and $802.2 million, respectively. In connection with the sale, we recognized a realized loss of $19.5 million and an unrealized gain of $19.5 million;
•Sold one industrial portfolio that generated gross and net proceeds of $335.0 million and $81.8 million, respectively. We recognized a gain on sale of $11.8 million;
•Recorded a fair value loss adjustment of $97.9 million on a mezzanine B-participation investment in a development project in Los Angeles, California, which represents our remaining proportionate share in the investment;
•Sold two CRE securities for $10.2 million in gross proceeds and realized a gain of $1.2 million. Following the sale, we no longer hold any CRE securities;
•Subsequent to December 31, 2021, we funded six senior mortgage loans with a total commitment of $274.9 million. The average initial funded amount was $39.9 million and had a weighted average spread of 3.55% plus SOFR. We also funded one mezzanine loan with a total commitment of $28.2 million and an initial funded amount of $7.4 million. The mezzanine loan has a fixed interest rate of 12.00%;
•Subsequent to December 31, 2021, we received loan repayment proceeds of $77.6 million from two loans;
•In January 2022, we sold one net leased real estate property for total gross proceeds of $19.6 million. In connection with the sale, we repaid $11.9 million of financing and incurred $1.0 million of selling costs. We received $6.7 million of net proceeds and will recognize a net gain of approximately $5.7 million.
Factors Impacting Our Operating Results
Overview
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 mortgage loans, mezzanine loans, preferred equity, debt securities, net leased properties and our other assets, and the level of our net operating income. 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, credit-worthiness of our borrowers, competition and other factors, none of which can be predicted with any certainty. Our operating results also may be impacted by credit losses in excess of initial anticipations or unanticipated credit events experienced by borrowers whose mortgage loans are held directly by us or that are included in our CMBS. 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.
Impact of the COVID-19 Pandemic on Our Business
The COVID-19 pandemic has negatively impacted CRE credit REITs across the industry, as well as other companies that own and operate commercial real estate investments, including our company. As we manage the impact and uncertainties of the COVID-19 pandemic, cash preservation, liquidity and investment and portfolio management are our key priorities.
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We continue to work closely with our borrowers and tenants to address the impact of COVID-19 on their businesses. To the extent that certain borrowers are experiencing significant financial dislocation 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. Similarly, we have and may in the future evaluate converting certain current interest payment obligations to payment-in-kind as a potential bridge period solution. We have in limited cases allowed some portions of current interest to convert to payment-in-kind.
The COVID-19 pandemic has created uncertainties that have and will continue to negatively impact our future operating results, liquidity and financial condition. However, we believe there are too many uncertainties to predict and quantify the continuing impact. The potential concerns and risks include, but are not limited to, mortgage borrowers ability to make monthly payments, lessees’ capacity to pay their rent, and the resulting impact on us to meet our obligations. Therefore, there can be no assurances that we will not need to take impairment charges in future quarters or experience further declines in revenues and net income, which could be material. For more information, refer to “Part I - Item 1A. Risk Factors” of this Annual Report on Form 10-K for further discussion regarding the COVID-19 pandemic and its impact on our future operating results, liquidity and financial condition.
Changes in fair value of our assets
It is our business strategy to hold our target assets as long-term investments. As a result, we do not expect that changes in the market value of the assets will normally impact our operating results. However, at least on a quarterly basis, we assess both our ability and intent to continue to hold such assets as long-term investments. As part of this process, we monitor our target assets for “other-than-temporary” impairment. A change in our ability and/or intent to continue to hold any of our assets could result in our recognizing an impairment charge or realizing losses upon the sale of such securities.
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 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 and CMBS to reset, although on a delayed basis, to higher interest rates;
•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 and CMBS 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
One objective of our strategy is to minimize credit losses. However, 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 deploying 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.
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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 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.
Market conditions
We believe that market conditions impact our operating results and will cause us to adjust our investment and financing strategies over time as new opportunities emerge and risk profiles of our business change. In addition, changes in government programs could impact our ability to identify suitable investments. Except as set forth above, we are not aware of any material trends or uncertainties, other than national economic conditions affecting mortgage loans, MBSs and real estate, generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition of real estate-related assets, other than those referred to in this Annual Report on Form 10-K.
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Our Portfolio
As of December 31, 2021, our portfolio consisted of 115 investments representing approximately $4.4 billion in book 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 98 senior mortgage loans, mezzanine loans and preferred equity investments and had a weighted average cash coupon of 3.7% and a weighted average all-in unlevered yield of 4.9%. Our net leased and other real estate consisted of approximately 6.5 million total square feet of space and total 2021 net operating income (“NOI”) of that portfolio was approximately $55.3 million. Please refer to “Non-GAAP Supplemental Financial Measures” below for further information on NOI.
As of December 31, 2021, our portfolio consisted of the following investments (dollars in thousands):
| Count(1) | Book value (Consolidated) | Book value(at BRSP share)(2) | Net book value (Consolidated)(3) | Net book value (at BRSP share)(4) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Our Portfolio | ||||||||||||||||||
| Senior mortgage loans | 91 | $ | 3,366,300 | $ | 3,366,300 | $ | 885,373 | $ | 885,373 | |||||||||
| Mezzanine loans(5) | 6 | 117,625 | 117,625 | 117,625 | 117,625 | |||||||||||||
| Preferred equity(5)(6) | 1 | 16,200 | 16,200 | 16,200 | 16,200 | |||||||||||||
| Subtotal | 98 | 3,500,125 | 3,500,125 | 1,019,198 | 1,019,198 | |||||||||||||
| Net leased real estate | 9 | 673,707 | 673,707 | 185,717 | 185,717 | |||||||||||||
| Other real estate | 3 | 212,605 | 199,003 | 5,156 | 4,768 | |||||||||||||
| CRE debt securities | 4 | 36,154 | 36,154 | 36,154 | 36,154 | |||||||||||||
| Private equity interests | 1 | 4,406 | 4,406 | 4,406 | 4,406 | |||||||||||||
| Total/Weighted average Our Portfolio | 115 | $ | 4,426,997 | $ | 4,413,395 | $ | 1,250,631 | $ | 1,250,243 |
________________________________________
(1)Count for net leased real estate and other real estate represents number of investments.
(2)Book value at our share represents the proportionate book value based on ownership by asset as of December 31, 2021.
(3)Net book value represents book value less any associated financing as of December 31, 2021.
(4)Net book value at our share represents the proportionate book value based on asset ownership less any associated financing based on ownership as of December 31, 2021.
(5)Mezzanine loans and preferred equity include investments in joint ventures whose underlying interest is in a loan or preferred equity.
(6)Preferred equity balances include $16.2 million of book value at our share attributable to related equity participation interests.
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 and preferred equity held for investment for impairment quarterly, we evaluate loans and preferred equity held for investment to determine if an allowance for loan loss 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 and preferred equity held for investment are rated “1” through “5,” from less risk to greater risk. At the time of origination or
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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 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.
As mentioned above, management considers several risk factors when assigning our risk ranking each quarter. We believe the long-term impacts of the COVID-19 pandemic remain uncertain, and therefore continue to represent a risk to our portfolio. However, the origination of 64 new loans during 2021, an improved outlook in others and certain asset resolutions, resulted in an average risk rating of 3.1 at December 31, 2021. This is an improvement as compared to the average risk ranking of 3.7 at December 31, 2020.
Senior and Mezzanine Loans and Preferred Equity
Our senior and mezzanine loans and preferred equity consists of senior mortgage loans, mezzanine loans and preferred equity interests, some of which have equity participation interests.
The following table provides a summary of our senior and mezzanine loans and preferred equity based on our internal risk rankings as of December 31, 2021 (dollars in thousands):
| Carrying Value (at BRSP share)(1) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk Ranking | Count | Senior mortgage loans(2) | Mezzanine loans | Preferred equity | Total | % of Our Portfolio | ||||||||||||||||
| 2 | 16 | $ | 422,380 | $ | — | $ | — | $ | 422,380 | 12.1 | % | |||||||||||
| 3 | 67 | 2,204,930 | 43,284 | — | 2,248,214 | 64.2 | % | |||||||||||||||
| 4 | 13 | 729,948 | 45,300 | 16,200 | 791,448 | 22.6 | % | |||||||||||||||
| 5 | 2 | 38,083 | — | — | 38,083 | 1.1 | % | |||||||||||||||
| 98 | $ | 3,395,341 | $ | 88,584 | $ | 16,200 | $ | 3,500,125 | 100.0 | % | ||||||||||||
| Weighted average risk ranking | 3.1 |
_________________________________________
(1)Carrying value at our share represents the proportionate book value based on ownership by asset as of December 31, 2021.
(2)Includes one mezzanine loan totaling $29.0 million where we are also the senior lender.
51
Table of Contents
The following table provides asset level detail for our senior and mezzanine loans and preferred equity as of December 31, 2021 (dollars in thousands):
| Collateral type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior loans | ||||||||||||||||||||||||||
| Loan 1 | Hotel | 1/2/2018 | San Jose, CA | $ | 184,959 | $ | 184,959 | Floating | 4.8% | 5.3% | 11/9/2026 | 74% | 4 | |||||||||||||
| Loan 2 | Multifamily | 6/21/2019 | Milpitas, CA | 183,711 | 183,501 | Floating | 3.1% | 5.5% | 7/9/2024 | 72% | 3 | |||||||||||||||
| Loan 3 | Office | 12/7/2018 | Carlsbad, CA | 120,000 | 120,000 | Floating | 4.3% | 4.6% | 12/9/2023 | 73% | 3 | |||||||||||||||
| Loan 4 | Hotel | 6/28/2018 | Berkeley, CA | 119,608 | 120,000 | Floating | 3.2% | 5.2% | 7/9/2025 | 66% | 4 | |||||||||||||||
| Loan 5 | Office | 5/31/2019 | Stamford, CT | 119,583 | 120,105 | Floating | 3.5% | 5.8% | 6/9/2025 | 71% | 3 | |||||||||||||||
| Loan 6(6) | Multifamily | 6/18/2019 | Santa Clara, CA | 106,679 | 106,691 | Floating | 4.4% | 7.1% | 6/18/2024 | 70% | 4 | |||||||||||||||
| Loan 7 | Other (Mixed-use) | 10/24/2019 | Brooklyn, NY | 75,686 | 75,693 | Floating | 4.0% | 4.8% | 11/9/2024 | 70% | 3 | |||||||||||||||
| Loan 8 | Office | 8/28/2018 | San Jose, CA | 73,147 | 73,147 | Floating | 2.5% | 4.3% | 8/28/2025 | 75% | 3 | |||||||||||||||
| Loan 9 | Hotel | 6/25/2018 | Englewood, CO | 73,000 | 73,000 | Floating | 3.5% | 5.1% | 2/9/2025 | 69% | 3 | |||||||||||||||
| Loan 10 | Office | 1/19/2021 | Phoenix, AZ | 71,888 | 72,460 | Floating | 3.6% | 4.4% | 2/9/2026 | 70% | 3 | |||||||||||||||
| Loan 11 | Office | 5/29/2019 | Long Island City, NY | 66,244 | 66,271 | Floating | 3.5% | 5.9% | 6/9/2024 | 59% | 4 | |||||||||||||||
| Loan 12 | Office | 4/5/2019 | Long Island City, NY | 65,480 | 65,480 | Floating | 3.3% | 5.7% | 4/9/2024 | 58% | 4 | |||||||||||||||
| Loan 13 | Office | 2/3/2019 | Baltimore, MD | 56,980 | 57,006 | Floating | 3.5% | 6.2% | 2/9/2024 | 74% | 4 | |||||||||||||||
| Loan 14 | Office | 7/12/2019 | Washington, D.C. | 56,080 | 56,081 | Floating | 2.8% | 5.5% | 8/9/2024 | 68% | 4 | |||||||||||||||
| Loan 15 | Multifamily | 12/23/2020 | Salt Lake City, UT | 50,891 | 51,100 | Floating | 3.2% | 4.0% | 1/9/2026 | 68% | 2 | |||||||||||||||
| Loan 16 | Multifamily | 7/19/2021 | Dallas, TX | 47,666 | 47,950 | Floating | 3.3% | 3.9% | 8/9/2026 | 74% | 3 | |||||||||||||||
| Loan 17 | Multifamily | 5/26/2021 | Las Vegas, NV | 44,462 | 44,713 | Floating | 3.4% | 3.9% | 6/9/2026 | 80% | 3 | |||||||||||||||
| Loan 18 | Multifamily | 11/30/2021 | Phoenix, AZ | 43,013 | 43,457 | Floating | 3.4% | 4.0% | 12/9/2026 | 74% | 3 | |||||||||||||||
| Loan 19 | Multifamily | 3/1/2021 | Richardson, TX | 42,909 | 43,227 | Floating | 3.4% | 3.8% | 3/9/2026 | 75% | 3 | |||||||||||||||
| Loan 20 | Multifamily | 7/15/2021 | Jersey City, NJ | 42,735 | 43,000 | Floating | 3.0% | 3.5% | 8/9/2026 | 66% | 2 | |||||||||||||||
| Loan 21 | Multifamily | 12/21/2020 | Austin, TX | 42,572 | 42,850 | Floating | 3.7% | 5.0% | 1/9/2026 | 54% | 2 | |||||||||||||||
| Loan 22 | Multifamily | 2/3/2021 | Arlington, TX | 41,241 | 41,335 | Floating | 3.6% | 4.9% | 2/9/2026 | 81% | 2 | |||||||||||||||
| Loan 23 | Multifamily | 2/8/2019 | Las Vegas, NV | 41,099 | 41,099 | Floating | 3.2% | 5.7% | 2/9/2024 | 71% | 3 | |||||||||||||||
| Loan 24 | Multifamily | 3/22/2021 | Fort Worth, TX | 38,468 | 38,682 | Floating | 3.5% | 4.1% | 4/9/2026 | 83% | 3 | |||||||||||||||
| Loan 25 | Office | 11/23/2021 | Tualatin, OR | 38,104 | 38,547 | Floating | 3.9% | 4.3% | 12/9/2026 | 66% | 3 | |||||||||||||||
| Loan 26 | Multifamily | 4/11/2019 | Houston, TX | 38,083 | 39,335 | Floating | 3.0% | 5.8% | 4/9/2024 | 65% | 5 | |||||||||||||||
| Loan 27 | Multifamily | 3/25/2021 | Fort Worth, TX | 36,863 | 37,140 | Floating | 3.3% | 3.9% | 4/9/2026 | 82% | 3 | |||||||||||||||
| Loan 28 | Multifamily | 12/7/2021 | Denver, CO | 36,459 | 36,850 | Floating | 3.2% | 3.6% | 12/9/2026 | 74% | 3 | |||||||||||||||
| Loan 29 | Office | 9/28/2021 | Reston, VA | 35,226 | 35,606 | Floating | 4.0% | 4.6% | 10/9/2026 | 68% | 3 | |||||||||||||||
| Loan 30 | Office | 11/17/2021 | Dallas, TX | 34,851 | 35,250 | Floating | 3.9% | 4.3% | 12/9/2025 | 61% | 3 | |||||||||||||||
| Loan 31 | Multifamily | 12/29/2020 | Fullerton, CA | 34,637 | 34,860 | Floating | 3.8% | 4.8% | 1/9/2026 | 70% | 3 | |||||||||||||||
| Loan 32 | Office | 6/16/2017 | Miami, FL | 34,036 | 33,696 | Floating | 4.9% | 5.6% | 7/9/2022 | 68% | 3 | |||||||||||||||
| Loan 33 | Multifamily | 7/15/2021 | Dallas, TX | 33,702 | 34,036 | Floating | 3.1% | 3.5% | 8/9/2026 | 77% | 3 | |||||||||||||||
| Loan 34 | Multifamily | 9/28/2021 | Carrollton, TX | 33,561 | 33,908 | Floating | 3.1% | 3.5% | 10/9/2025 | 73% | 3 | |||||||||||||||
| Loan 35 | Multifamily | 3/16/2021 | Fremont, CA | 32,903 | 33,152 | Floating | 3.5% | 4.3% | 4/9/2026 | 76% | 3 | |||||||||||||||
| Loan 36 | Office | 6/2/2021 | South Pasadena, CA | 32,145 | 32,302 | Floating | 4.9% | 5.6% | 6/9/2026 | 69% | 3 | |||||||||||||||
| Loan 37 | Multifamily | 7/29/2021 | Phoenix, AZ | 30,896 | 31,200 | Floating | 3.3% | 3.8% | 8/9/2026 | 75% | 3 | |||||||||||||||
| Loan 38 | Office | 3/28/2019 | San Jose, CA | 30,762 | 30,762 | Floating | 3.0% | 5.7% | 4/9/2024 | 64% | 2 | |||||||||||||||
| Loan 39 | Office | 4/30/2021 | San Diego, CA | 30,415 | 30,700 | Floating | 3.6% | 4.1% | 5/9/2026 | 55% | 3 | |||||||||||||||
| Loan 40 | Multifamily | 3/31/2021 | Mesa, AZ | 30,318 | 30,493 | Floating | 3.7% | 4.4% | 4/9/2026 | 83% | 3 | |||||||||||||||
| Loan 41 | Multifamily | 5/5/2021 | Dallas. TX | 29,547 | 29,749 | Floating | 3.4% | 4.0% | 5/9/2026 | 68% | 3 | |||||||||||||||
| Loan 42 | Multifamily | 4/29/2021 | Las Vegas, NV | 28,419 | 28,605 | Floating | 3.1% | 3.6% | 5/9/2026 | 76% | 2 | |||||||||||||||
| Loan 43 | Office | 11/19/2021 | Gardena, CA | 28,107 | 28,505 | Floating | 3.5% | 3.9% | 12/9/2026 | 69% | 3 | |||||||||||||||
| Loan 44 | Multifamily | 5/27/2021 | Houston, TX | 27,802 | 28,000 | Floating | 3.0% | 3.7% | 6/9/2026 | 67% | 3 | |||||||||||||||
| Loan 45 | Office | 10/21/2021 | Blue Bell, PA | 27,743 | 27,930 | Floating | 3.7% | 4.1% | 11/9/2023 | 67% | 3 | |||||||||||||||
| Loan 46 | Multifamily | 7/13/2021 | Plano, TX | 27,529 | 27,715 | Floating | 3.1% | 3.5% | 2/9/2025 | 82% | 3 | |||||||||||||||
| Loan 47 | Multifamily | 12/16/2021 | Fort Mill, SC | 25,818 | 26,100 | Floating | 3.2% | 3.6% | 1/9/2027 | 71% | 3 | |||||||||||||||
| Loan 48 | Office | 2/26/2019 | Charlotte, NC | 25,790 | 26,052 | Floating | 3.3% | 3.7% | 3/9/2024 | 56% | 2 |
52
Table of Contents
| Collateral type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 49 | Multifamily | 8/31/2021 | Glendale, AZ | 25,377 | 25,649 | Floating | 3.2% | 3.6% | 9/9/2026 | 75% | 3 | |||||||||||||||
| Loan 50 | Office | 11/23/2021 | Oakland, CA | 24,726 | 25,000 | Floating | 4.2% | 4.6% | 12/9/2026 | 57% | 3 | |||||||||||||||
| Loan 51 | Multifamily | 5/13/2021 | Phoenix, AZ | 24,260 | 24,469 | Floating | 3.1% | 3.5% | 6/9/2026 | 76% | 2 | |||||||||||||||
| Loan 52 | Office | 9/26/2019 | Salt Lake City, UT | 24,260 | 24,373 | Floating | 2.7% | 5.0% | 10/9/2024 | 72% | 4 | |||||||||||||||
| Loan 53 | Office | 12/7/2021 | Hillsboro, OR | 24,236 | 24,511 | Floating | 3.9% | 4.3% | 12/9/2024 | 68% | 3 | |||||||||||||||
| Loan 54 | Multifamily | 12/21/2021 | Phoenix, AZ | 24,051 | 24,325 | Floating | 3.5% | 3.9% | 1/9/2027 | 75% | 3 | |||||||||||||||
| Loan 55 | Multifamily | 1/29/2021 | Charlotte, NC | 23,334 | 23,500 | Floating | 3.5% | 4.1% | 2/9/2026 | 76% | 3 | |||||||||||||||
| Loan 56 | Office | 9/16/2019 | San Francisco, CA | 22,951 | 22,951 | Floating | 3.2% | 5.7% | 10/9/2024 | 72% | 3 | |||||||||||||||
| Loan 57 | Multifamily | 7/1/2021 | Aurora, CO | 22,839 | 23,043 | Floating | 3.1% | 3.6% | 7/9/2026 | 73% | 3 | |||||||||||||||
| Loan 58 | Multifamily | 3/25/2021 | San Jose, CA | 22,481 | 22,650 | Floating | 3.7% | 4.1% | 4/9/2026 | 70% | 2 | |||||||||||||||
| Loan 59 | Multifamily | 10/7/2021 | Irving, TX | 22,313 | 22,400 | Floating | 3.4% | 4.1% | 9/1/2024 | 70% | 3 | |||||||||||||||
| Loan 60 | Multifamily | 11/4/2021 | Austin, TX | 21,727 | 21,967 | Floating | 3.3% | 3.7% | 11/9/2026 | 71% | 3 | |||||||||||||||
| Loan 61 | Office | 7/30/2021 | Denver, CO | 21,452 | 21,705 | Floating | 4.3% | 4.7% | 8/9/2026 | 72% | 3 | |||||||||||||||
| Loan 62 | Multifamily | 7/13/2021 | Oregon City, OR | 21,209 | 21,353 | Floating | 3.3% | 3.7% | 8/9/2026 | 73% | 3 | |||||||||||||||
| Loan 63 | Multifamily | 2/25/2021 | Raleigh, NC | 20,896 | 21,072 | Floating | 3.3% | 4.0% | 3/9/2026 | 76% | 2 | |||||||||||||||
| Loan 64 | Office | 8/27/2019 | San Francisco, CA | 20,623 | 20,623 | Floating | 2.8% | 5.4% | 9/9/2024 | 73% | 4 | |||||||||||||||
| Loan 65 | Multifamily | 6/22/2021 | Phoenix, AZ | 20,597 | 20,798 | Floating | 3.2% | 3.6% | 7/9/2026 | 75% | 2 | |||||||||||||||
| Loan 66 | Multifamily | 9/22/2021 | Denton, TX | 19,209 | 19,351 | Floating | 3.2% | 3.6% | 10/9/2025 | 70% | 3 | |||||||||||||||
| Loan 67(7) | Hotel | 7/30/2020 | Bloomington, MN | 19,153 | 19,153 | Floating | 4.0% | 5.0% | 2/9/2022 | 64% | 3 | |||||||||||||||
| Loan 68 | Multifamily | 3/31/2021 | San Antonio, TX | 19,044 | 19,204 | Floating | 3.1% | 3.6% | 4/9/2026 | 77% | 3 | |||||||||||||||
| Loan 69 | Multifamily | 12/21/2021 | Gresham, OR | 18,996 | 19,199 | Floating | 3.5% | 3.9% | 1/9/2027 | 74% | 3 | |||||||||||||||
| Loan 70 | Multifamily | 8/6/2021 | La Mesa, CA | 18,675 | 18,824 | Floating | 2.9% | 3.5% | 8/9/2025 | 70% | 3 | |||||||||||||||
| Loan 71 | Office | 10/29/2020 | Denver, CO | 18,564 | 18,708 | Floating | 3.6% | 4.7% | 11/9/2025 | 64% | 3 | |||||||||||||||
| Loan 72 | Multifamily | 6/24/2021 | Phoenix, AZ | 18,369 | 18,548 | Floating | 3.4% | 4.0% | 7/9/2026 | 74% | 3 | |||||||||||||||
| Loan 73 | Multifamily | 9/1/2021 | Bellevue, WA | 17,849 | 18,013 | Floating | 2.9% | 3.5% | 9/9/2025 | 64% | 3 | |||||||||||||||
| Loan 74 | Multifamily | 7/14/2021 | Salt Lake City, UT | 17,759 | 17,874 | Floating | 3.3% | 3.7% | 8/9/2026 | 73% | 3 | |||||||||||||||
| Loan 75 | Multifamily | 6/25/2021 | Phoenix, AZ | 16,280 | 16,428 | Floating | 3.2% | 3.6% | 7/9/2026 | 75% | 3 | |||||||||||||||
| Loan 76 | Multifamily | 11/24/2020 | Tucson, AZ | 15,638 | 15,662 | Floating | 3.6% | 4.7% | 12/9/2025 | 75% | 2 | |||||||||||||||
| Loan 77 | Office | 10/13/2021 | Burbank, CA | 15,347 | 15,538 | Floating | 3.9% | 4.3% | 11/9/2026 | 65% | 3 | |||||||||||||||
| Loan 78 | Multifamily | 6/15/2021 | Phoenix, AZ | 15,297 | 15,392 | Floating | 3.3% | 3.7% | 7/9/2026 | 74% | 3 | |||||||||||||||
| Loan 79 | Multifamily | 3/5/2021 | Tucson, AZ | 15,234 | 15,289 | Floating | 3.7% | 4.3% | 3/9/2026 | 72% | 2 | |||||||||||||||
| Loan 80 | Multifamily | 3/31/2021 | Albuquerque, NM | 14,694 | 14,816 | Floating | 3.4% | 3.9% | 4/9/2026 | 76% | 2 | |||||||||||||||
| Loan 81 | Office | 8/31/2021 | Los Angeles, CA | 14,361 | 14,570 | Floating | 5.0% | 5.7% | 9/9/2026 | 66% | 3 | |||||||||||||||
| Loan 82 | Multifamily | 2/8/2019 | Las Vegas, NV | 14,259 | 14,259 | Floating | 3.2% | 5.7% | 2/9/2024 | 71% | 2 | |||||||||||||||
| Loan 83 | Office | 11/16/2021 | Charlotte, NC | 14,167 | 14,370 | Floating | 4.4% | 4.8% | 12/9/2026 | 71% | 3 | |||||||||||||||
| Loan 84 | Multifamily | 5/27/2021 | Phoenix, AZ | 13,965 | 14,086 | Floating | 3.1% | 3.5% | 6/9/2026 | 72% | 3 | |||||||||||||||
| Loan 85 | Multifamily | 7/21/2021 | Durham, NC | 13,799 | 13,933 | Floating | 3.3% | 3.7% | 8/9/2026 | 72% | 3 | |||||||||||||||
| Loan 86 | Multifamily | 10/7/2021 | Tallahassee, FL | 13,545 | 13,650 | Floating | 3.5% | 3.9% | 8/1/2024 | 64% | 3 | |||||||||||||||
| Loan 87 | Multifamily | 2/11/2021 | Provo, UT | 13,341 | 13,442 | Floating | 3.8% | 4.6% | 3/9/2026 | 71% | 3 | |||||||||||||||
| Loan 88 | Office | 11/10/2021 | Richardson, TX | 13,279 | 13,400 | Floating | 4.0% | 4.4% | 12/9/2026 | 71% | 3 | |||||||||||||||
| Loan 89 | Multifamily | 7/28/2021 | San Antonio, TX | 13,250 | 13,369 | Floating | 3.3% | 4.0% | 8/9/2024 | 76% | 3 | |||||||||||||||
| Loan 90 | Multifamily | 2/25/2021 | Louisville, KY | 11,911 | 12,000 | Floating | 3.9% | 4.4% | 3/9/2026 | 74% | 2 | |||||||||||||||
| Loan 91 | Multifamily | 4/9/2021 | Phoenix, AZ | 11,166 | 11,258 | Floating | 3.6% | 4.1% | 4/9/2026 | 75% | 3 | |||||||||||||||
| Total/Weighted average senior loans | $ | 3,366,300 | $ | 3,383,025 | 3.5% | 4.7% | 8/15/2025 | 70% | 3.1 | |||||||||||||||||
| Mezzanine loans | ||||||||||||||||||||||||||
| Loan 92(6) | Multifamily | 12/3/2019 | Milpitas, CA | $ | 38,796 | $ | 38,885 | Fixed | 8.0% | 13.3% | 12/3/2024 | 49% – 71% | 3 | |||||||||||||
| Loan 93(6) | Multifamily | 7/11/2019 | Placentia, CA | 33,180 | 33,222 | Fixed | 8.0% | 13.3% | 7/11/2024 | 51% – 84% | 4 | |||||||||||||||
| Loan 94 | Hotel | 9/23/2019 | Berkeley, CA | 29,040 | 29,040 | Fixed | 11.5% | 11.5% | 7/9/2025 | 66% – 81% | 4 | |||||||||||||||
| Loan 95 | Hotel | 1/9/2017 | New York, NY | 12,120 | 12,000 | Floating | 11.0% | 11.5% | 9/9/2022 | 63% – 76% | 4 | |||||||||||||||
| Loan 96 | Multifamily | 7/30/2014 | Various - TX | 4,489 | 4,489 | Fixed | 9.5% | 9.5% | 8/11/2024 | 71% – 83% | 3 |
53
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| Collateral type | Origination Date | City, State | Carrying value(1) | Principal balance | Coupon type | Cash Coupon(2) | Unlevered all-in yield(3) | Extended maturity date | Loan-to-value(4) | Q4 Risk ranking(5) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 97(6)(8) | Other (Mixed-use) | 9/1/2020 | Los Angeles, CA | — | 162,243 | n/a (8) | n/a (8) | n/a (8) | 7/9/2023 | n/a | 5 | |||||||||||||||
| Total/Weighted average mezzanine loans | $ | 117,625 | $ | 279,879 | 9.2% | 12.5% | 9/18/2024 | 58% - 78% | 3.6 | |||||||||||||||||
| Preferred equity | ||||||||||||||||||||||||||
| Loan 98(9) | Industrial | 9/1/2016 | Various - U.S. | $ | 16,200 | $ | — | n/a | n/a | n/a | 9/2/2027 | n/a | 4 | |||||||||||||
| Total/Weighted average preferred equity (10) | $ | 16,200 | $ | — | n/a | 9/2/2027 | n/a | 4.0 | ||||||||||||||||||
| Total/Weighted average senior and mezzanine loans and preferred equity - Our Portfolio | $ | 3,500,125 | $ | 3,662,904 | 3.7% | 4.9% | 8/7/2025 | n/a | 3.1 |
_________________________________________
(1)Represents carrying values at our share as of December 31, 2021.
(2)Represents the stated coupon rate for loans; for floating rate loans, does not include USD 1-month London Interbank Offered Rate (“LIBOR”) which was 0.10% as of December 31, 2021.
(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 of December 31, 2021 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 and preferred equity are rated “1” through “5,” from less risk to greater risk. Represents risk ranking as of December 31, 2021.
(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, respectively. 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 to December 31, 2021, the maturity date for Loan 67 was extended to May 9, 2022.
(8)Loan 97 is on nonaccrual status as of December 31, 2021; as such, no income is being recognized.
(9)Represents equity participation interest related to a preferred equity investment.
(10)Weighted average calculation for preferred equity excludes equity participation interests.
The following table details the types of properties securing our senior and mezzanine loans and preferred equity and geographic distribution as of December 31, 2021 (dollars in thousands):
| Book value (at BRSP share) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Collateral property type | Count | Senior mortgage loans | Mezzanine loans and preferred equity | Total | % of Total | |||||||||||||
| Multifamily | 60 | $ | 1,733,353 | $ | 76,465 | $ | 1,809,818 | 51.6 | % | |||||||||
| Office | 29 | 1,160,548 | — | 1,160,548 | 33.2 | % | ||||||||||||
| Hotel | 6 | 396,713 | 41,160 | 437,873 | 12.5 | % | ||||||||||||
| Other (Mixed-use)(1) | 2 | 75,686 | — | 75,686 | 2.2 | % | ||||||||||||
| Industrial | 1 | — | 16,200 | 16,200 | 0.5 | % | ||||||||||||
| Total | 98 | $ | 3,366,300 | $ | 133,825 | $ | 3,500,125 | 100.0 | % | |||||||||
| Book value (at BRSP share) | ||||||||||||||||||
| Region | Count | Senior mortgage loans | Mezzanine loans and preferred equity | Total | % of Total | |||||||||||||
| US West | 37 | $ | 1,537,178 | $ | 101,015 | $ | 1,638,193 | 46.8 | % | |||||||||
| US Southwest | 40 | 1,080,914 | 4,490 | 1,085,404 | 31.2 | % | ||||||||||||
| US Northeast | 9 | 510,533 | 12,120 | 522,653 | 14.8 | % | ||||||||||||
| US Southeast | 10 | 218,522 | — | 218,522 | 6.2 | % | ||||||||||||
| US Midwest | 2 | 19,153 | 16,200 | 35,353 | 1.0 | % | ||||||||||||
| Total | 98 | $ | 3,366,300 | $ | 133,825 | $ | 3,500,125 | 100.0 | % |
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(1)Other includes commercial and residential development and predevelopment assets.
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Due to the continued impact of COVID-19, we expect some borrowers may continue to experience difficulties making their loan payments over the next several quarters. Failure of our borrowers to meet their loan obligations will not only impact our financial results but may also trigger repayments under our master repurchase facilities. Our asset management team speaks with borrowers on a reasonably current basis, and seeks to identify issues and address potential value preserving solutions, which may include a loan modification.
At December 31, 2021 our current expected credit loss reserve (“CECL”) calculated by our probability of default (“PD”)/loss given default (“LGD”) model for our outstanding loans and future loan funding commitments is $35.8 million, which is 0.96% of the aggregate commitment amount of our loan portfolio. This represents a decrease of $7.9 million from $43.7 million at September 30, 2021, which was primarily driven by loan repayments and improved operating performance of the underlying collateral on certain loans, partially offset by day one reserves on newly originated loans during the fourth quarter. In addition, we individually evaluated outside of the PD/LGD model and recorded a $1.3 million allowance for loan loss on one senior loan collateralized by a student housing property.
Asset Specific Summaries: Senior and Mezzanine Loans and Preferred Equity
The Co-Invest Portfolio Sale
On December 20, 2021, we closed the sale of five legacy development and/or non-accrual assets to managed vehicles of Fortress Investment Group LLC (“Fortress”), for gross proceeds of $223 million (the “Co-Invest Portfolio Sale”). We received net transaction proceeds of $198.3 million, primarily due to offsetting distributions from the underlying investments that we received between signing and closing.
The Co-Invest Portfolio Sale included four co-investments: two Dublin, Ireland development loans and two U.S. mixed-use and single-family development loans, as well as a residual hotel loan equity participation interest in Austin, Texas. The Co-Invest Portfolio Sale resolved five of six legacy investment assets owned alongside investment vehicles managed by DigitalBridge Group, Inc.
For the year ended December 31, 2021, we recorded total realized gains of $20.2 million in connection with the Co-Invest Portfolio Sale. This included a $29.9 million gain related to designated foreign currency hedges which were settled in 2020 and released from accumulated other comprehensive income in 2021 upon the closing of the Co-Invest Portfolio Sale, a $6.4 million gain received on certain non-designated hedges that we put in place to mitigate the risk of currency translation on our foreign currency denominated assets sold and tax expense of $6.0 million.
The Co-Invest Portfolio Sale included four of the investments included in our “5-Investment Preferred Financing,” a COVID-19 related financing secured in June 2020 for balance sheet protective purposes. We used all the proceeds from the Co-Invest Portfolio Sale to substantially fund the repayment of the “5-Investment Preferred Financing” during the fourth quarter of 2021. Refer to “Liquidity and Capital Resources” section for further discussion.
Berkeley, California Hotel Senior Loan and Mezzanine Loan
| Loan Type | Collateral type | Origination Date | Carrying value | Principal balance | Coupon type | Cash Coupon | Unlevered all-in yield | Extended maturity date | Loan-to-value(1) | Q4 Risk ranking | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 4 | Senior | Hotel | 6/28/2018 | $ | 119,608 | $ | 120,000 | Floating | 3.2% | 5.2% | 7/9/2025 | 66% | 4 | |||||||||||||
| Loan 94 | Mezzanine | Hotel | 9/23/2019 | 29,040 | 29,040 | Fixed | 11.5% | 11.5% | 7/9/2025 | 66% -81% | 4 |
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated a $109.8 million senior loan in 2018 to replace the sponsor’s existing financing on a hotel located in Berkeley, California (the “Berkeley Hotel”). The hotel includes meeting space, full-service restaurants and tennis club facilities. The loan included an initial funding of $98.8 million with an additional $11.0 million of future advances. The sponsor purchased the Berkeley Hotel in 2014 for a purchase price of $89.5 million and has spent a significant amount on capital improvements. In September 2019, we upsized the senior loan to $120.0 million and provided a $28.3 million mezzanine loan to facilitate the sponsor’s acquisition of a third party’s equity interest in the property. Due to the COVID-19 pandemic the Berkeley Hotel was closed from April through July of 2020, during which time the loan stayed current through the combination of federal loans (Paycheck Protection Program), borrower reserves, and lender advances from the mezzanine loan.
The hotel partially re-opened in August 2020 and shortly thereafter began generating cash flow. Operating performance has steadily improved in 2021 at the Berkeley Hotel. In October 2021 the cash flow was 1.5 times the debt service, but due to seasonality, November 2021 and December 2021 cash flows were insufficient to service the debt. The borrower supported debt service shortfalls out-of-pocket, as they have previously during the pandemic. The borrower agreed to fund two additional months of interest to the interest reserve, bringing the interest reserve balance to 90 days of interest on the senior and mezzanine
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loans combined, and in exchange we delayed the debt service hurdle test until loan maturity in July 2023. COVID-19 cases in California continue to impact occupancy, which may influence future borrower actions and support at the Berkeley Hotel and have a negative impact on performance of the asset and the value of our investment interest.
Long Island City, New York Office Senior Loans
| Loan Type | Collateral type | Origination Date | Carrying value | Principal balance | Coupon type | Cash Coupon | Unlevered all-in yield | Extended maturity date | Loan-to-value(1) | Q4 Risk ranking | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan 11 | Senior | Office | 5/29/2019 | $ | 66,244 | $ | 66,271 | Floating | 3.5% | 5.9% | 6/9/2024 | 59% | 4 | |||||||||||||
| Loan 12 | Senior | Office | 4/5/2019 | 65,480 | 65,480 | Floating | 3.3% | 5.7% | 4/9/2024 | 58% | 4 |
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(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated two senior mortgage 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.
The New York City metro office markets have experienced substantial increases in vacancy rates due to the COVID-19 pandemic. The Long Island City market has experienced further increases in vacancy as newly developed or renovated properties have become available for leasing. Additionally, the availability of significant sub-lease space in Long Island City has created additional supply at below market rents. There is increasing confidence among market participants that office demand will increase in the near future, once tenants solidify their return-to-work plans. However, the timeline may not be rapid enough to remedy the negative impact on sponsor’s business plans and leasing activity for these two properties. As such, the underlying individual property cash flows are insufficient to cover their respective debt service payments. In March 2021, we agreed to shift future funding advances from the tenant improvements and leasing costs account to be used for interest carry and operations shortfalls for a period of six months on Loan 11 and twelve months on Loan 12. The six-month shortfall future funding advance period expired in August 2021 for Loan 11 and the borrower deposited six months interest and carry in exchange for certain waivers and extensions that extend through September 2022. In January 2022, we agreed to shift additional future funding advances from the tenant improvements and leasing costs account to be used for interest carry and operations shortfalls for a period of six months for Loan 12 in exchange for a borrower deposit of six months of interest and carry.
In regards to leasing activity at these properties during the fourth quarter of 2021, Loan 11 in-place leases increased from 7% to 10% of the property and Loan 12 in-place leases increased from 21% to 30% of the property. Additionally, both loans generate incremental revenue from license agreements for rooftop signage. Loan 12 also generates incremental revenue from a license agreement for antenna space. It is possible that uncertain market conditions and borrower actions may result in a future valuation impairment or investment loss.
Payment-In-Kind (“PIK”) Interest Income
We have debt investments in our portfolio that contain a PIK provision. Contractual PIK interest, which represents contractually deferred interest added to the loan balance that is due at the end of the loan term, is generally recorded on an accrual basis to the extent such amounts are expected to be collected. During the year ended December 31, 2021, we recorded total PIK interest of $21.5 million. We will cease accruing PIK interest if there is insufficient value to support the accrual or management does not expect the borrower to be able to pay all principal and interest due.
Net Leased and Other Real Estate
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. These properties are typically well-located with strong operating partners and we believe offer both attractive cash flow and returns. Additionally, we have three investments in direct ownership of commercial real estate with an emphasis on properties with stable cash flow, which may be structurally senior to a third-party partner’s equity. We own these operating real estate investments through joint ventures with one or more partners. These properties are typically well-located with strong operating partners.
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As of December 31, 2021, $872.7 million or 19.8% of our assets were invested in 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 December 31, 2021 (dollars in thousands):
| Count(1) | Carrying Value(2) | NOI for the year ended December 31, 2021(3) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net leased real estate | 9 | $ | 673,707 | $ | 38,191 | |||||
| Other real estate | 3 | 199,003 | 17,151 | |||||||
| Total/Weighted average net leased and other real estate | 12 | $ | 872,710 | $ | 55,342 |
________________________________________
(1)Count represents the number of investments.
(2)Represents carrying values at our share as of December 31, 2021; includes real estate tangible assets, deferred leasing costs and other intangible assets less intangible liabilities.
(3)Please refer to “Non-GAAP Supplemental Financial Measures” for further information on NOI. Excludes $1.6 million that relates to properties that were sold during 2021.
The following table provides asset-level detail of our net leased and other real estate as of December 31, 2021:
| Collateral type | City, State | Number of Properties | Rentable square feet (“RSF”) / units/keys(1) | Weighted average % leased(2) | Weighted average lease term (yrs)(3) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net leased real estate | |||||||||||||
| Net lease 1 | Office | Stavenger, Norway | 1 | 1,290,926 RSF | 100% | 9.0 | |||||||
| Net lease 2 | Industrial | Various - U.S. | 2 | 2,787,343 RSF | 100% | 16.6 | |||||||
| Net lease 3 | Office | Aurora, CO | 1 | 183,529 RSF | 100% | 0.9 | |||||||
| Net lease 4 | Office | Indianapolis, IN | 1 | 338,000 RSF | 100% | 9.0 | |||||||
| Net lease 5 | Retail | Various - U.S. | 7 | 319,600 RSF | 100% | 2.4 | |||||||
| Net lease 6 | Office | Rockaway, NJ | 1 | 121,038 RSF | 100% | 1.1 | |||||||
| Net lease 7 | Retail | Keene, NH | 1 | 45,471 RSF | 100% | 7.1 | |||||||
| Net lease 8 | Retail | Fort Wayne, IN | 1 | 50,000 RSF | 100% | 2.7 | |||||||
| Net lease 9 | Retail | South Portland, ME | 1 | 52,900 RSF | 100% | 10.1 | |||||||
| Total/Weighted average net leased real estate | 16 | 5,188,807 RSF | 100% | 11.1 | |||||||||
| Other real estate | |||||||||||||
| Other real estate 1 | Office | Creve Coeur, MO | 7 | 847,604 RSF | 87% | 3.5 | |||||||
| Other real estate 2 | Office | Warrendale, PA | 5 | 496,414 RSF | 82% | 3.9 | |||||||
| Other real estate 3 | Hotel | Coraopolis, PA | 1 | 318 Keys | n/a | — | |||||||
| Total/Weighted average other real estate | 13 | n/a | 85% | 3.7 | |||||||||
| Total/Weighted average net leased and other real estate | 29 |
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(1)Rentable square feet based on carry value at our share as of December 31, 2021.
(2)Represents the percent leased as of December 31, 2021. Weighted average calculation based on carrying value at our share as of December 31, 2021.
(3)Based on in-place leases (defined as occupied and paying leases) as of December 31, 2021 and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of December 31, 2021.
Asset Specific Summaries: Net Leased and Other Real Estate
Stavenger, Norway Office Net Lease
| Collateral type | City, State | Number of Properties | Rentable square feet (“RSF”) / units/keys | Weighted average % leased | Weighted average lease term (yrs) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net lease 1 | Office | Stavenger, Norway | 1 | 1,290,926 RSF | 100% | 9.0 |
In July 2018, we acquired a class A office campus in Stavenger, Norway (the “Norway Net 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 Norway Net Lease requires the tenant to pay for all real estate related expenses, including operational expenditures, capital expenditures and municipality taxes. The Norway Net Lease has a
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weighted average remaining lease term of 9 years and the tenant has the option to extend for two 5-year periods at the same terms with rent adjusted to market rent. The Norway Net Lease also has annual rent increases based on the Norwegian CPI Index. Our tenant has injected a significant amount of capital into improvements of the property over the past 10 years. Financing on the Norway Net Lease consists of a mortgage payable of $181.5 million with a fixed rate of 3.9%, which matures in June 2025. 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. During the second quarter of 2021, we entered into a series of USD-NOK forward swaps for the total notional amount of 274 million NOK in order to minimize our foreign currency cash flow risk. These quarterly forward swaps are over the next three years through May 2024, where we have agreed to sell NOK and buy USD at a locked in forward curve rate.
Warehouse Distribution Portfolio Net Lease
| Collateral type | City, State | Number of Properties | Rentable square feet (“RSF”) / units/keys | Weighted average % leased | Weighted average lease term (yrs) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net lease 2 | Industrial | Various - U.S. | 2 | 2,787,343 RSF | 100% | 16.6 |
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 2022. The Warehouse Distribution Portfolio Lease has a remaining lease term of 16.6 years ending in 2038. The tenant has the option to extend the lease for nine 5-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 Warehouse Distribution Portfolio has generated a net operating income for the year ended December 31, 2021 of $18.1 million; and the asset value on our consolidated balance sheet is $262.6 million as of December 31, 2021. During the second quarter of 2020, we completed an asset level preferred financing on five assets which included the Warehouse Distribution Portfolio resulting in a reduction of our at-share ownership in the Warehouse Distribution Portfolio, which was approximately 29% at September 30, 2021. During the fourth quarter of 2021 we repaid the 5-Investment Preferred Financing and repurchased the remaining interest in the investment. Refer to “Liquidity and Capital Resources” section for further discussion regarding the payoff of the “5-Investment Preferred Financing.”
CRE Debt Securities
The following table presents an overview of our CRE debt securities as of December 31, 2021 (dollars in thousands):
| Weighted Average(1) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CRE Debt Securities by ratings category | Number of Securities | Book value | Cash coupon | Unlevered all-in yield | Remaining term | Ratings | ||||||||||||
| “B-pieces” of CMBS securitization pools | 4 | $ | 36,154 | 2.8 | % | 12.9 | % | 5.4 | — | |||||||||
| Total/Weighted Average | 4 | $ | 36,154 | 2.8 | % | 12.9 | % | 5.4 | — |
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(1)Weighted average metrics weighted by book value, except for cash coupon which is weighted by principal balance.
During the year ended December 31, 2021 we recorded a realized loss of $17.1 million related to the sale of two underlying loans held within our retained investments in the subordinate tranches of a securitization trust, and we sold two CRE securities for $10.2 million in gross proceeds and recognized a gain of $1.2 million.
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Results of Operations
The following table summarizes our portfolio results of operations for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands):
| Year Ended December 31, | Change | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | 2021 compared to 2020 | 2020 compared to 2019 | |||||||||||||||||
| Net interest income | |||||||||||||||||||||
| Interest income | $ | 168,845 | $ | 156,851 | $ | 175,169 | $ | 11,994 | $ | (18,318) | |||||||||||
| Interest expense | (55,484) | (63,043) | (87,730) | 7,559 | 24,687 | ||||||||||||||||
| Interest income on mortgage loans held in securitization trusts | 51,609 | 92,461 | 120,203 | (40,852) | (27,742) | ||||||||||||||||
| Interest expense on mortgage obligations issued by securitization trusts | (45,460) | (83,952) | (109,964) | 38,492 | 26,012 | ||||||||||||||||
| Net interest income | 119,510 | 102,317 | 97,678 | 17,193 | 4,639 | ||||||||||||||||
| Property and other income | |||||||||||||||||||||
| Property operating income | 102,634 | 175,037 | 253,955 | (72,403) | (78,918) | ||||||||||||||||
| Other income | 2,333 | 1,836 | 2,333 | 497 | (497) | ||||||||||||||||
| Total property and other income | 104,967 | 176,873 | 256,288 | (71,906) | (79,415) | ||||||||||||||||
| Expenses | |||||||||||||||||||||
| Management fee expense | 9,596 | 29,739 | 42,390 | (20,143) | (12,651) | ||||||||||||||||
| Property operating expense | 30,286 | 64,987 | 112,801 | (34,701) | (47,814) | ||||||||||||||||
| Transaction, investment and servicing expense | 4,556 | 9,975 | 7,191 | (5,419) | 2,784 | ||||||||||||||||
| Interest expense on real estate | 32,278 | 48,860 | 55,415 | (16,582) | (6,555) | ||||||||||||||||
| Depreciation and amortization | 36,399 | 59,766 | 103,220 | (23,367) | (43,454) | ||||||||||||||||
| Provision for (reversal of) loan losses, net | (1,432) | 78,561 | 220,572 | (79,993) | (142,011) | ||||||||||||||||
| Impairment of operating real estate | — | 42,814 | 282,749 | (42,814) | (239,935) | ||||||||||||||||
| Administrative expense | 50,011 | 26,551 | 31,936 | 23,460 | (5,385) | ||||||||||||||||
| Restructuring charges | 109,321 | — | — | 109,321 | n.m. | ||||||||||||||||
| Total expenses | 271,015 | 361,253 | 856,274 | (90,238) | (495,021) | ||||||||||||||||
| Other income (loss) | |||||||||||||||||||||
| Unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net | 41,904 | (50,521) | 4,090 | 92,425 | (54,611) | ||||||||||||||||
| Realized gain (loss) on mortgage loans and obligations held in securitization trusts, net | (36,623) | — | 2,772 | (36,623) | (2,772) | ||||||||||||||||
| Other gain (loss), net | 74,067 | (118,725) | (972) | 192,792 | (117,753) | ||||||||||||||||
| Income (loss) before equity in earnings of unconsolidated ventures and income taxes | 32,810 | (251,309) | (496,418) | 284,119 | 245,109 | ||||||||||||||||
| Equity in earnings (loss) of unconsolidated ventures | (131,115) | (135,173) | 36,942 | 4,058 | (172,115) | ||||||||||||||||
| Income tax benefit (expense) | (6,276) | 10,898 | (3,172) | (17,174) | 14,070 | ||||||||||||||||
| Net loss | $ | (104,581) | $ | (375,584) | $ | (462,648) | $ | 271,003 | $ | 87,064 |
Comparison of Year Ended December 31, 2021 and Year Ended December 31, 2020
Net Interest Income
Interest income
Interest income increased by $12.0 million to $168.8 million for the year ended December 31, 2021 as compared to the year ended December 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.
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Interest expense
Interest expense decreased by $7.6 million to $55.5 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020. The decrease was primarily due to $15.3 million related to paydowns on our Bank 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 ended December 31, 2021, as compared to the year ended December 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 ended December 31, 2021, as compared to the year ended December 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 ended December 31, 2021. This was primarily due to a one-time reimbursement received on a previously resolved transaction.
Expenses
Management fee expense
Management fee expense decreased by $20.1 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020 due to the termination of the Management Agreement in April 2021.
Property operating expense
Property operating expense decreased by $34.7 million to $30.3 million for the year ended December 31, 2021, as compared to the year ended December 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 ended December 31, 2021, as compared to the year ended December 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.
Interest expense on real estate
Interest expense on real estate decreased by $16.6 million to $32.3 million for the year ended December 31, 2021, as compared to the year ended December 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 $23.4 million to $36.4 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The decrease was primarily due to real estate properties sold throughout 2020 and 2021.
Provision for (reversal of) loan losses, net
During the year ended December 31, 2021, we recorded a reversal of loan losses of $1.4 million which primarily relates 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 $42.8 million for the year ended December 31, 2020. The impairment resulted from a reduction in the estimated holding period of certain properties sold during the period. There was no impairment of operating real estate for the year ended December 31, 2021.
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Administrative expense
Administrative expense increased by $23.5 million to $50.0 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This increase was primarily due to $15.0 million of compensation and benefits following the internalization of management operations on April 30, 2021 and higher stock compensation expense of $9.6 million during the year ended December 31, 2021.
Restructuring charges
During the year ended December 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 on April 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 ended December 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 and the sale 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 ended December 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 December 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.
Other gain (loss), net
During the year ended December 31, 2021, we recorded other gain, net of $74.1 million primarily due to the $52.9 million realized gain on the Co-Invest 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 ended December 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 ended December 31, 2021 and the year ended December 31, 2020, respectively. During the year ended December 31, 2021 the $131.1 million loss was comprised of our proportionate share of a $97.9 million fair value loss adjustment on the Los 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. See “Our Portfolio” section for further details. For the year ended December 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 ended December 31, 2021, as compared to the year ended December 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 in Austin, TX.
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Comparison of Year Ended December 31, 2020 and Year Ended December 31, 2019
Net Interest Income
Interest income
Interest income decreased by $18.3 million to $156.9 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The decrease was primarily due to $54.5 million related to the repayment of loan investments and a decrease of $13.6 million related to the sale of CRE securities. This was partially offset by an increase of $52.0 million related to loan originations.
Interest expense
Interest expense decreased by $24.7 million to $63.0 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The decrease was primarily due to a $17.8 million reduction from the collapse of a securitization trust and repayment of loan investments and a $2.5 million decrease due to a lower borrowing base on our Bank Credit Facility.
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 $1.7 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019, primarily due to the sale and deconsolidation of a retained investment in the subordinate tranches of one securitization trust in the third quarter of 2019.
Property and other income
Property operating income
Property operating income decreased by $78.9 million to $175.0 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The decrease was primarily due to real estate properties sold throughout 2019 and 2020.
Other income
Other income decreased by $0.5 million to $1.8 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019 primarily as a result of lower realized gains on derivatives of $0.3 million in 2020 related to an office building, a decrease of $0.4 million due to income in 2019 related to debt facility true ups not applicable to 2020 partially offset by $0.2 million in tax refunds received during 2020.
Expenses
Management fee expense
Management fee expense decreased by $12.7 million to $29.7 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The decrease is due to the reduction in stockholders’ equity (as defined in the Management Agreement) as of December 31, 2020 compared to December 31, 2019. The reduction in stockholders’ equity is primarily due to a fourth quarter 2019 amendment to our definition of core earnings in the Management Agreement.
Property operating expense
Property operating expense decreased by $47.8 million to $65.0 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The decrease was primarily due to real estate properties sold throughout 2019 and 2020.
Transaction, investment and servicing expense
Transaction, investment and servicing expense increased by $2.8 million to $10.0 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019, primarily due to a $1.7 million decrease in franchise tax refunds received and a $1.5 million increase in legal costs incurred associated with exploring the internalization of the management of the Company.
Interest expense on real estate
Interest expense on real estate decreased by $6.6 million to $48.9 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The decrease is due to the sale of real estate properties throughout 2020.
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Depreciation and amortization
Depreciation and amortization expense decreased by $43.5 million to $59.8 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The decrease was primarily due to real estate properties sold throughout 2019 and 2020.
Provision for loan losses
During the year ended December 31, 2020, we recorded a provision for loan losses of $78.6 million related to $57.3 million in specific loan impairments and $15.3 million in CECL reserves in accordance with ASU No. 2016-13, Financial Instruments-Credit Losses.
Impairment of operating real estate
During the year ended December 31, 2020, we recorded impairment of operating real estate of $42.8 million which primarily relates to the feedback received when marketing various operating real estate properties for sale. During the year ended December 31, 2019, we recorded impairment of operating real estate of $282.7 million which primarily relates to the reduction in the estimated holding period of various operating real estate properties.
Administrative expense
Administrative expense decreased by $5.4 million to $26.6 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. This decrease was primarily due to lower stock compensation expense and lower indirect costs which are reimbursable to our former Manager.
Other income (loss)
Unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net
During the years ended December 31, 2020 and December 31, 2019, we recorded an unrealized loss of $50.5 million and unrealized gain of $4.1 million, respectively, 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 consolidated as a result of our investment in the subordinate tranches of these securitization trusts.
Realized gain (loss) on mortgage loans and obligations held in securitization trusts, net
During the year ended December 31, 2019, we recorded a realized gain on mortgage loans and obligations held in securitizations trusts, net due to the sale and deconsolidation of a retained investment in the subordinate tranches of one securitization trust in the third quarter of 2019.
Other gain (loss), net
During the year ended December 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 (losses) of unconsolidated ventures
Equity in earnings of unconsolidated ventures decreased by $172.1 million to a loss of $135.2 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. This was primarily due to $162.0 million in fair value losses relating to three equity method investments that were placed on nonaccrual status in 2020, partially offset by $8.4 million related to the sale and repayment of equity method investments.
Income tax benefit (expense)
Income tax expense decreased by $14.1 million to a benefit for the year ended December 31, 2020, as compared to the year ended December 31, 2019, primarily due to the Company finalizing its 2019 federal tax return and determining it would be able to carryback certain tax capital losses to prior years resulting in a refund of $11.3 million.
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Book Value Per Share
The following table calculates our GAAP book value per share ($ in thousands, except per share data):
| December 31, 2021 | December 31, 2020 | ||||||
|---|---|---|---|---|---|---|---|
| Stockholders’ Equity excluding noncontrolling interests in investment entities | $ | 1,489,843 | $ | 1,705,453 | |||
| Shares | |||||||
| Class A common stock | 129,770 | 128,566 | |||||
| OP units | 3,075 | 3,075 | |||||
| Total outstanding | 132,845 | 131,641 | |||||
| GAAP book value per share | $ | 11.22 | $ | 12.96 | |||
| Accumulated depreciation and amortization per share | $ | 1.15 | $ | 1.18 | |||
| Undepreciated book value per share | $ | 12.37 | $ | 14.14 |
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 U.S. 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 ended December 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 U.S. GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations. For information on the fees we paid the Manager, see Note 10, “Related Party Arrangements” to our consolidated financial statements included in Item 15. Exhibits and Financial Statement Schedules of this Form 10-K.
We define Distributable Earnings as U.S. 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) 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) 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 U.S. 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 provision for loan losses 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 or unrealized gains or losses, (iii) realized provision for loan losses and (iv) 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 U.S. GAAP net income or an indication of our cash flows from operating activities determined in accordance with U.S. 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
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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.
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 the Operating Partnership (dollars and share amounts in thousands, except per share data) for the year ended December 31, 2021:
| Year Ended December 31, 2021 | ||||
|---|---|---|---|---|
| Net loss attributable to BrightSpire Capital, Inc. common stockholders | $ | (101,046) | ||
| Adjustments: | ||||
| Net loss attributable to noncontrolling interest of the Operating Partnership | (1,803) | |||
| Non-cash equity compensation expense | 14,016 | |||
| Transaction costs | 109,321 | |||
| Depreciation and amortization | 36,447 | |||
| Net unrealized loss (gain): | ||||
| Other unrealized gain on investments | (47,352) | |||
| CECL reserves | (2,684) | |||
| Gain on sales of real estate, preferred equity and investments in unconsolidated joint ventures | (66,827) | |||
| Adjustments related to noncontrolling interests | 1,254 | |||
| Distributable Earnings (Loss) attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership | $ | (58,674) | ||
| Adjustments: | ||||
| Fair value adjustments | 133,200 | |||
| Realized loss on CRE debt securities and B-pieces | 38,842 | |||
| Specific loan reserves | 1,251 | |||
| Realized loss on hedges | 1,466 | |||
| Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership | $ | 116,085 | ||
| Distributable Earnings (Loss) per share(1) | $ | (0.44) | ||
| Adjusted Distributable Earnings per share(1) | $ | 0.87 | ||
| Weighted average number of common shares and OP units(1) | 132,807 |
________________________________________
(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 ended December 31, 2021, 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 U.S. GAAP net income (loss) which further limits its usefulness.
NOI should not be considered as an alternative to net income (loss), determined in accordance with U.S. 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.
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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 year ended December 31, 2021:
| Year Ended December 31, 2021 | |||||
|---|---|---|---|---|---|
| Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders(1) | $ | 8,519 | |||
| Adjustments: | |||||
| Net income (loss) attributable to noncontrolling interests in investment entities | (79) | ||||
| Amortization of above- and below-market lease intangibles | (97) | ||||
| Interest income | 18 | ||||
| Interest expense on real estate | 32,278 | ||||
| Other income | (3) | ||||
| Transaction, investment and servicing expense | (35) | ||||
| Depreciation and amortization | 36,162 | ||||
| Administrative expense | 233 | ||||
| Other gain on investments, net | (4,691) | ||||
| Income tax benefit / expense | (68) | ||||
| NOI attributable to noncontrolling interest in investment entities | (15,323) | ||||
| Total NOI, at share | $ | 56,914 |
_________________________________________
(1)Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders excludes $109.5 million of net loss attributable to non-net leased and other real estate investments for the year ended December 31, 2021. The total net loss attributable to BrightSpire Capital, Inc.’s common stockholders was $101.0 million for the year ended December 31, 2021.
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 included an up to $300 million secured revolving credit facility as of December 31, 2021, up to approximately $2.1 billion in secured revolving repurchase facilities, $1.5 billion in non-recourse securitization financing, $695 million in commercial mortgages and $65 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 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.
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Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
| December 31, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| Debt-to-equity ratio(1) | 2.0x | 1.0x |
_________________________________________
(1)Represents (i) total outstanding secured debt less cash and cash equivalents of $259.7 million and $474.8 million at December 31, 2021 and December 31, 2020, respectively to (ii) total equity, in each case, at period end.
Potential Sources of Liquidity
The COVID-19 pandemic has had a significant impact on our business, and we have taken actions since its onset to protect our liquidity. However, there is still uncertainty regarding the pandemic’s impact on the financial condition of our borrowers and their ability to make their monthly mortgage payments and remain in compliance with loan covenants and terms. The failure of our borrowers to meet their loan obligations may trigger repayments under our Bank Credit Facility and Master Repurchase Facilities.
Additionally, if our operating real estate lessees are unable to make monthly rent payments, we would be unable to make our monthly mortgage payments which could result in defaults under these obligations or trigger repayments under our Bank Credit Facility. If these events were to occur, we may not have sufficient available cash to repay amounts due.
Our primary sources of liquidity include borrowings available under our credit facilities, master repurchase facilities and CMBS facilities and monthly mortgage payments.
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.
On February 1, 2018, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into a credit agreement (the “Bank Credit Facility”) with JPMorgan Chase Bank, N.A., as 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.
On April 5, 2021, we entered into a fourth amendment to the Bank Credit Facility to: (i) permit the OP to consummate the Internalization; (ii) reduce the minimum tangible net worth covenant requirement from $1.5 billion to $1.35 billion upon consummation of the Internalization; (iii) increase our ability to make restricted payments including additional dividends and stock buybacks and the removal all material restrictions on new investments, in each case, so long as no default exists and the OP is in compliance with the financial covenants; (iv) increase the maximum amount available for borrowing from 90% to 100% of borrowing base value; and (v) reduce the aggregate amount of lender commitments from $450 million to $300 million.
On January 28, 2022, we, through our subsidiaries, including the OP, entered into the Credit Agreement, pursuant to which the Lenders agreed to provide a revolving credit facility to reduce availability to an aggregate principal amount of up to $165 million, of which up to $25 million is available as letters of credit. The Credit Agreement also includes an option for us to increase the maximum available principal amount 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 a SOFR rate plus a margin of 2.25% and applicable credit spread adjustment, or a base rate determined according to a prime rate or federal funds rate 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 to un-utilized borrowing capacity under the Credit Agreement. Amounts owing 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 the date hereof, the borrowing base valuation is sufficient to permit borrowings of up to the entire $165.0 million commitment. The ability to borrow new amounts under the Credit Agreement terminates on January 31, 2026, at which time our OP may, at its election and by written notice to the administrative agent, extend the termination date for two additional terms of six months each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date of January 31, 2027.
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The obligations of the Borrowers under the Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement with certain subsidiaries of our OP in favor of JPMorgan Chase Bank, N.A. (the “Guarantee and Collateral Agreement”) by substantially all material wholly owned subsidiaries of our OP 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 (as such terms are defined in the Guarantee and Collateral Agreement) 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 us to maintain REIT status and be listed on the New York Stock Exchange, and limitations on debt, liens and restricted payments. In addition, the Credit Agreement includes the following financial covenants applicable to our OP and our consolidated subsidiaries: (a) minimum consolidated tangible net worth of our OP greater than or equal to the sum of (i) $1,112,000,000 and (ii) 70% of the net cash proceeds received by our OP from any offering of our common equity after September 30, 2021 and of the net cash proceeds from any offering by us of our common equity to the extent such proceeds are contributed to our OP, excluding any such proceeds that are contributed to our OP within ninety days of receipt and applied to acquire capital stock of our OP; (b) our OP’s EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters not less than 1.50 to 1.00; (c) our OP’s minimum interest coverage ratio not less than 3.00 to 1.00; and (d) our OP’s ratio of consolidated total debt to consolidated total assets must not exceed 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 or 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 our 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.
Master Repurchase Facilities and CMBS Credit Facilities
Currently, our primary source of financing is our Master Repurchase Facilities, which we use to finance the origination of senior loans, and CMBS Credit Facilities, which we use to finance the purchase of securities. Repurchase agreements effectively allow us to borrow against loans, participations and securities that we own in an amount generally equal to (i) the market value of such loans, participations and/or securities multiplied by (ii) the applicable advance rate. Under these agreements, we sell our loans, participations and securities to a counterparty and agree to repurchase the same loans and securities 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, participations and securities 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 first quarter of 2021, we entered into an amendment under our Master Repurchase Facility with Bank 3 and Bank 7 to extend the maturity date by two years and three years, respectively.
During the second quarter of 2021, we entered into an amendment under our Master Repurchase Facility with Bank 1, Bank 8 and Bank 9 to extend the maturity date by three years, two years and two and a half years, respectively.
During the second quarter of 2021, we entered into amendments under our six Master Repurchase Facilities to: (i) permit the guarantor to consummate the Internalization; and (ii) reduce the minimum tangible net worth covenant requirement from $1.5 billion to $1.35 billion upon consummation of the Internalization.
In October 2021, upon reaching the maturity date of Bank 2 Facility 3, we elected not to exercise the extension option and therefore terminated the facility.
Subsequent to December 31, 2021, we entered into amendments under our five remaining Master Repurchase Facilities to reduce the minimum tangible net worth covenant requirement from $1.35 billion to $1.11 billion.
Additionally, subsequent to December 31, 2021, we entered into amendments under four of our Master Repurchase Facilities to expand the eligibility criteria to allow for loans indexed to SOFR, and to allow for borrowings under those facilities to also be indexed to SOFR.
As of December 31, 2021 we had entered into eight master repurchase agreements (collectively the “CMBS Credit Facilities”) to finance CMBS investments. The CMBS Credit Facilities are on a recourse basis and contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. The CMBS Credit Facilities were undrawn as of December 31, 2021.
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The following table presents a summary of our Master Repurchase and Bank Credit Facilities as of December 31, 2021 (dollars in thousands):
| Maximum Facility Size | Current Borrowings | Weighted Average Final Maturity (Years) | Weighted Average Interest Rate | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Master Repurchase Facilities | |||||||||||||
| Bank 1 | $ | 400,000 | $ | 109,915 | 4.3 | LIBOR + 1.91% | |||||||
| Bank 3 | 600,000 | 157,409 | 1.2 | LIBOR + 1.81% | |||||||||
| Bank 7 | 500,000 | 358,181 | 3.3 | LIBOR + 1.77% | |||||||||
| Bank 8 | 250,000 | 177,519 | 1.4 | LIBOR + 1.98% | |||||||||
| Bank 9 | 300,000 | 102,098 | 4.3 | LIBOR + 1.87% | |||||||||
| Total Master Repurchase Facilities | 2,050,000 | 905,122 | |||||||||||
| Bank Credit Facility | 300,000 | — | 1.1 | LIBOR + 2.25% | |||||||||
| Total Facilities | $ | 2,350,000 | $ | 905,122 |
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 October 2019, we executed a securitization transaction through our subsidiaries, CLNC 2019-FL1, Ltd. and CLNC 2019-FL1, LLC, which resulted in the sale of $840.4 million of investment grade notes. The securitization reflects an advance rate of 83.5% at a weighted average cost of funds of SOFR plus 1.59% (before transaction expenses) and is collateralized by a pool of 26 senior loan investments.
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to CLNC 2019-FL1 would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. As of June 17, 2021, the 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 the Federal Reserve Bank of New York on each benchmark determination date.
As of December 31, 2021, the CLNC 2019-FL1 mortgage assets are indexed to LIBOR and the borrowings under CLNC 2019-FL are indexed to compounded SOFR, creating an underlying benchmark index rate basis difference between 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 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 CLNC 2019-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 CLNC 2019-FL1. During the year ended December 31, 2021 and through February 18, 2022, six loans held in CLNC 2019-FL1 were repaid, totaling $249.6 million. Additionally, during the year ended December 31, 2021 two loan investments held in CLNC 2019-FL1 were removed as a result of the loans becoming a credit risk collateral interest and a defaulted collateral interest, totaling $125.0 million. We replaced the credit risk and defaulted assets by contributing existing loan investments of equal value. The reinvestment period for CLNC 2019-FL1 expired on October 19, 2021. Five of the repaid assets were replaced by
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contributing existing loan investments of equal value. Subsequent to December 31, 2021, one of the repayments occurred after the reinvestment period ended and the proceeds were used to amortize the securitization bonds in accordance with the securitization priority of payments.
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.
In July 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 costs of funds of LIBOR plus 1.49% (before transaction expenses) and is collateralized by a pool of 33 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 the year ended December 31, 2021 and through February 18, 2022, two loans held in BRSP 2021-FL1 were fully repaid, totaling $126.2 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.
5-Investment Preferred Financing
During the second quarter of 2020, we entered into a preferred financing arrangement (on a portfolio of five of our underlying investment interests) (the “5-Investment Preferred Financing”) from investment vehicles managed by Goldman Sachs (“GS”). The preferred financing provided $200 million of proceeds at closing.
The preferred financing was limited to (i) our interests in four co-investments alongside investment funds managed by affiliates of the Manager, each of which are financings on underlying development projects (including residential, office and/or mixed-use components), and (ii) a wholly-owned triple-net warehouse distribution portfolio leased to a national grocery chain. The preferred financing provided GS a 10% preferred return and certain other minimum returns, as well as a minority interest in future cash flows.
During the fourth quarter of 2021, the four co-investments were sold in the Co-invest Portfolio Sale (refer to “Our Portfolio” section for further discussion) and we used all the sale proceeds to substantially fund the repayment of the 5-Investment Preferred Financing totaling $210 million. The payoff allowed us to reclaim 100% ownership of the triple net warehouse distribution portfolio leased to a national grocery chain.
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 of December 31, 2021. This table excludes our obligations that are not fixed and determinable (dollars in thousands):
| Payments Due by Period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Less than a Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
| Bank credit facility(1) | $ | 88 | $ | 88 | $ | — | $ | — | $ | — | |||||||||
| Secured debt(2) | 1,924,108 | 417,989 | 745,654 | 463,780 | 296,685 | ||||||||||||||
| Securitization bonds payable(3) | 1,588,378 | 217,369 | 1,291,645 | 79,364 | — | ||||||||||||||
| Ground lease obligations(4) | 29,897 | 3,099 | 5,323 | 4,221 | 17,254 | ||||||||||||||
| Office lease | 5,387 | 798 | 1,596 | 1,596 | 1,397 | ||||||||||||||
| $ | 3,547,858 | $ | 639,343 | $ | 2,044,218 | $ | 548,961 | $ | 315,336 | ||||||||||
| Lending commitments(5) | 264,882 | ||||||||||||||||||
| Total | $ | 3,812,740 |
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(1)Future interest payments were estimated based on the applicable index at December 31, 2021 and unused commitment fee of 0.35% per annum, assuming principal is repaid on the current maturity date of February 2022.
(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 at December 31, 2021.
(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.
Cash Flows
The following presents a summary of our consolidated statements of cash flows for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands):
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flow provided by (used in): | 2021 | 2020 | 2019 | ||||||||
| Operating activities | $ | (21,270) | $ | 96,356 | $ | 137,176 | |||||
| Investing activities | (555,789) | 1,002,742 | (416,025) | ||||||||
| Financing activities | 384,356 | (754,062) | 286,783 |
Operating Activities
Cash inflows from operating activities are generated primarily through interest received from loans receivable and securities, property operating income from our real estate portfolio, and distributions of earnings received from unconsolidated ventures. This is partially offset by payment of interest expenses for credit 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 used net cash outflows of $21.3 million for the year ended December 31, 2021 and provided net cash inflows of $96.4 million and $137.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Net cash provided by operating activities decreased $117.6 million for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to lower net property operating income and net interest income earned resulting from sales of real estate properties and loans throughout 2021. Net cash provided by operating activities decreased by $40.8 million for the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due to lower property operating income following sales of real estate properties during the year ended December 31, 2020.
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.
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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 used net cash outflows of $555.8 million for the year ended December 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 $198.3 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 ended December 31, 2020. Net cash provided by investing activities in 2020 resulted primarily from proceeds from repayments on loan and preferred equity held for investment of $434.7 million, sales of real estate of $454.6 million, proceeds from sales of loans held for sale of $137.1 million, proceeds from sale of real estate securities, available for sale of $149.6 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.
Investing activities in 2019 used net cash outflows of $416.0 million, resulting from acquisition, origination and funding of loans and preferred equity held for investment, net of $1.4 billion, partially offset by repayment on loan and preferred equity held for investment of $465.6 million, distributions in excess of cumulative earnings from unconsolidated ventures of $212.6 million, proceeds from sale of investments in unconsolidated ventures of $115.3 million, proceeds from sale of real estate of $85.4 million, repayment of principal in mortgage loans held in securitization trusts of $47.5 million, proceeds from sale of mortgage loans held in securitization trusts of $39.8 million and net receipts on settlement of derivative instruments of $28.9 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 as well as distributions to our noncontrolling interests.
Financing activities provided net cash of $384.4 million for the year ended December 31, 2021. Net cash provided by financing activities in 2021 resulted primarily from borrowings from credit facilities and securitization bonds 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, repayment of mortgage obligations issued by securitization trusts of $78.9 million, and distributions noncontrolling interests of $255.5 million.
Financing activities used net cash of $754.1 million for the year ended December 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 of $31.3 million. This was partially offset by of borrowings from credit facilities of $298.6 million, contributions to the 5-Investment Preferred Financing of $200.0 million, and borrowings from mortgage notes of $18.6 million.
Our financing activities provided net cash inflow of $286.8 million for the year ended December 31, 2019. Net cash provided by financing activities in 2019 resulted primarily from borrowings from credit facilities of $1.4 billion, borrowings from securitization bonds of $840.4 million and borrowings from mortgage notes of $93.6 million, partially offset by repayment of credit facilities of $1.7 billion, distributions paid on common stock and noncontrolling interests of $222.8 million and repayment of securitization bonds of $81.4 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, partners and service providers, and that of our investment assets and underlying collateral,
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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 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.
Critical Accounting Policies and Estimates
Preparation of financial statements in accordance with U.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 2021, 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.
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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, current and stabilized property value, stabilized net operating income, as well as internal or external information relating to past events, current conditions and reasonable and supportable forecasts.
The 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 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 through December 2021 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 financial instruments assessed outside of the PD/LGD model on an individual basis, including 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, we may elect to use as a practical expedient the fair value of the collateral at the reporting date when determining the provision for loan losses.
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 net operating income (”NOI”), debt service coverage ratio, debt yield and occupancy metrics. Sponsor is investment grade, very well capitalized, and employs 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 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
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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 against the provision for loan losses 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 provision for loan losses 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.