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Claros Mortgage Trust, Inc. (CMTG)

CIK: 0001666291. SIC: 6500 Real Estate. Latest 10-K as of: 2026-02-18.

SIC breadcrumb: Finance, Insurance, And Real Estate > Real Estate > SIC 6500 Real Estate

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1666291. Latest filing source: 0001193125-26-057455.

Informational only - descriptive public-record data, not investment advice.

Business

Read CMTG's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read CMTG's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue187,828,000USD20252026-02-18
Net income-489,069,000USD20252026-02-18
Assets4,721,759,000USD20252026-02-18

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001666291.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20182019202020212022202320242025
Revenue249,614,000273,708,000262,658,000287,201,000306,552,000248,415,000187,828,000
Net income163,174,000194,560,000161,161,000112,155,0006,027,000-221,265,000-489,069,000
Diluted EPS1.511.521.270.790.02-1.60-3.49
Operating cash flow129,553,000140,495,000213,557,000111,028,000111,140,00084,517,000-30,460,000
Dividends paid204,942,000208,090,000192,159,000120,681,0000.00
Assets6,548,121,0006,952,543,0007,455,271,0008,241,513,0008,069,361,0006,966,955,0004,721,759,000
Liabilities4,330,157,0004,851,004,0005,785,042,0005,769,461,0004,958,869,0003,189,864,000
Stockholders' equity1,899,608,0002,431,072,0002,481,030,0002,604,267,0002,456,471,0002,299,900,0002,008,086,0001,531,895,000
Cash and cash equivalents69,430,000334,999,000427,512,000310,194,000306,456,000187,301,00099,075,000173,186,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20182019202020212022202320242025
Net margin65.37%71.08%61.36%39.05%1.97%-89.07%
Return on equity6.71%7.84%6.19%4.57%0.26%-11.02%-31.93%
Return on assets2.49%2.80%2.16%1.36%0.07%-3.18%-10.36%
Liabilities / equity1.751.862.362.512.472.08

Industry Peer Context

Each number-line places CMTG against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

CMTG Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6500; peer count 20.CMTG Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6500; peer count 20.20 SIC peersMin -89.1%Median 8.9%Max 84.6%CMTG -89.1%

ROE peer context

CMTG ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6500; peer count 20.CMTG ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6500; peer count 20.20 SIC peersMin -32.0%Median 5.5%Max 16.5%CMTG -31.9%

ROA peer context

CMTG ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6500; peer count 20.CMTG ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6500; peer count 20.20 SIC peersMin -22.1%Median 1.4%Max 7.5%CMTG -10.4%

Financial Charts

CMTG revenue, last 5 periods. Source: SEC companyfacts FY2025.CMTG revenue, last 5 periods. Source: SEC companyfacts FY2025.CMTG RevenueLatest point: FY2025 = $187.8MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: Revenues. Source concepts: us-gaap:Revenues.

CMTG net income, last 5 periods. Source: SEC companyfacts FY2025.CMTG net income, last 5 periods. Source: SEC companyfacts FY2025.CMTG Net incomeLatest point: FY2025 = -$489.1MSource: SEC companyfacts FY2025.Fiscal yearNet income-$500.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CMTG diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CMTG diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CMTG Diluted EPSLatest point: FY2025 = -$3.49/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$4.00/share$0.00/share$2.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

CMTG operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CMTG operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CMTG Operating cash flowLatest point: FY2025 = -$30.5MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow-$250.0M$0.0B$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

CMTG dividends paid, last 5 periods. Source: SEC companyfacts FY2025.CMTG dividends paid, last 5 periods. Source: SEC companyfacts FY2025.CMTG Dividends paidLatest point: FY2025 = $0.0BSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.

CMTG assets, last 5 periods. Source: SEC companyfacts FY2025.CMTG assets, last 5 periods. Source: SEC companyfacts FY2025.CMTG AssetsLatest point: FY2025 = $4.7BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$5.0B$10.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: Assets. Source concepts: us-gaap:Assets.

CMTG liabilities, last 5 periods. Source: SEC companyfacts FY2025.CMTG liabilities, last 5 periods. Source: SEC companyfacts FY2025.CMTG LiabilitiesLatest point: FY2025 = $3.2BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

CMTG stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CMTG stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CMTG Stockholders' equityLatest point: FY2025 = $1.5BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest. Source concepts: us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest.

CMTG cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.CMTG cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.CMTG Cash and cash equivalentsLatest point: FY2025 = $173.2MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-057455; filed 2026-02-18. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001666291.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q32022-09-300.30reported discrete quarter
2023-Q12023-03-310.26reported discrete quarter
2023-Q22023-06-300.02reported discrete quarter
2023-Q32023-09-3080,553,000-68,947,000-0.50reported discrete quarter
2023-Q42023-12-3175,972,00034,043,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3158,825,000-52,795,000-0.39reported discrete quarter
2024-Q22024-06-3064,487,000-11,554,000-0.09reported discrete quarter
2024-Q32024-09-3064,877,000-56,218,000-0.40reported discrete quarter
2024-Q42024-12-3160,226,000-100,698,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3143,375,000-78,623,000-0.56reported discrete quarter
2025-Q22025-06-3051,632,000-181,707,000-1.30reported discrete quarter
2025-Q32025-09-3046,074,000-9,528,000-0.07reported discrete quarter
2025-Q42025-12-3146,747,000-219,211,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3129,519,000-54,294,000-0.39reported discrete quarter
2026-Q22026-06-3029,713,000-255,431,000-1.81reported discrete quarter

Quarterly Charts

CMTG quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.CMTG quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.CMTG Quarterly RevenueLatest point: 2026-Q2 = $29.7MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001193125-26-323733; filed 2026-07-29. Concept: Revenues. Source concepts: us-gaap:Revenues.

CMTG quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.CMTG quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.CMTG Quarterly Net incomeLatest point: 2026-Q2 = -$255.4MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income-$500.0M$0.0B$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001193125-26-323733; filed 2026-07-29. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.

CMTG quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.CMTG quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.CMTG Quarterly Diluted EPSLatest point: 2026-Q2 = -$1.81/shareSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Diluted EPS (USD/share)-$2.00/share$0.00/share$1.00/share2022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001193125-26-323733; filed 2026-07-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-323733.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-07-29. Report date: 2026-06-30.

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

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. See “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K. These and other risks, uncertainties, and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those included in any forward-looking statements we make. Factors that could cause or

39

contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” of this filing. If a change occurs, our business, financial condition, liquidity, results of operations and prospects may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Introduction

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

Our loan origination and repayment volume may fluctuate based on market conditions or other conditions inherent in our portfolio. As such, we may modify our investment strategy from time to time by shifting focus to optimizing outcomes within our existing portfolio, which may include actions such as selling a loan or syndicating a portion of a loan, working with our borrowers to enhance the value of underlying properties that constitute our collateral, and, in certain circumstances in order to maximize recovery from a defaulted loan, assuming legal title and/or physical possession of the collateral property.

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

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income (loss) per share, Distributable Earnings (Loss) per share, Distributable Earnings (Loss) per share prior to realized gains and losses, which such gains and losses include charge-offs of principal, accrued interest receivable, and/or exit fees, dividends declared per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the three months ended June 30, 2026, we had net loss per share of $1.81, Diluted Distributable Loss per share of $0.63, Diluted Distributable Loss per share prior to realized gains and losses of $0.07, and our Board did not declare any dividends. As of June 30, 2026, our book value per share was $8.58, our adjusted book value per share was $9.06, our Net Debt-to-Equity Ratio was 2.0x, and our Total Leverage Ratio was 2.7x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

Net Loss Per Share and Dividends Declared Per Share

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

[[GREPCENT_TABLE]]
[["","","Three Months Ended"],["","","June 30, 2026","","","March 31, 2026"],["Net loss","","$","(255,431",")","","$","(54,294",")"],["Weighted average shares of common stock outstanding, basic and diluted",

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-18. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including those discussed in Part I. Item 1A, “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K.

Introduction

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

Our loan origination and repayment volume may fluctuate based on market conditions or other conditions inherent in our portfolio. As such, we may modify our investment strategy from time to time by shifting focus to optimizing outcomes within our existing portfolio, which may include actions such as selling a loan or syndicating a portion of a loan, working with our borrowers to enhance the value of underlying properties that constitute our collateral, and in certain circumstances assuming legal title and/or physical possession of the collateral property of a defaulted loan.

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

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income (loss) per share, Distributable Earnings (Loss) per share, Distributable Earnings per share prior to realized gains and losses, which such gains and losses includes charge-offs of principal, accrued interest receivable, and/or exit fees, dividends declared per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the year ended December 31, 2025, we had net loss per share of $3.49, Diluted Distributable Loss per share of $1.88, Diluted Distributable Earnings per share prior to realized gains and losses of $0.24, and our Board did not declare any dividends. As of December 31, 2025, our book value per share was $10.69, our adjusted book value per share was $11.33, our Net Debt-to-Equity Ratio was 1.9x, and our Total Leverage Ratio was 2.5x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

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Net Loss Per Share and Dividends Declared Per Share

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

Three Months EndedYear Ended
December 31, 2025December 31, 2025December 31, 2024
Net loss$(219,211)$(489,069)$(221,265)
Weighted average shares of common stock outstanding, basic and diluted140,439,492140,149,720139,225,441
Basic and diluted net loss per share of common stock$(1.56)$(3.49)$(1.60)
Dividends declared per share of common stock$-$-$0.60

On December 16, 2024, our Board paused our quarterly dividend on our common stock commencing with the fourth quarter dividend that would have otherwise been paid in January 2025. Such action was taken to preserve capital and create added financial flexibility for capital allocation decisions, including to effectuate the refinancing of our prior secured term loan and reduce leverage on other financings, with the objective of enhancing stockholder value over the long-term. The timing and amount of any future dividends declared by our Board depend on a variety of factors, including cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code, and such other factors as our Board deems relevant.

Distributable Earnings (Loss)

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

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

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

While Distributable Earnings (Loss) excludes the impact of our provision for or reversal of current expected credit loss reserve, charge-offs of principal, accrued interest receivable, and/or exit fees are recognized through Distributable Earnings (Loss) when deemed non-recoverable. Non-recoverability is determined (i) upon the resolution of a loan (i.e., when the loan is repaid, fully or partially, when we acquire title in the case of foreclosure, deed-in-lieu of foreclosure, or assignment-in-lieu of foreclosure, or when the loan is sold or

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anticipated to be sold for an amount less than its carrying value), or (ii) with respect to any amount due under any loan, when such amount is determined to be uncollectible.

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

The table below summarizes the reconciliation from weighted average diluted shares under GAAP to the weighted average diluted shares used for Distributable Loss and Distributable Earnings prior to realized gains and losses for the years ended December 31, 2025 and 2024:

Weighted AveragesDecember 31, 2025December 31, 2024
Diluted Shares - GAAP140,149,720139,225,441
Unvested RSUs2,641,7702,689,202
Diluted Shares - Distributable Loss142,791,490141,914,643

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

Three Months EndedYear Ended
December 31, 2025December 31, 2025December 31, 2024
Net loss$(219,211)$(489,069)$(221,265)
Adjustments:
Non-cash stock-based compensation expense2,24214,13918,101
Provision for current expected credit loss reserve211,681466,527212,620
Depreciation and amortization expense5,73110,75410,489
Amortization of above and below market lease values, net2581,2041,416
Unrealized loss on interest rate cap-711,406
Loss on extinguishment of debt8471,3944,135
Valuation adjustment for loan receivable held-for-sale-41,7677,227
Valuation adjustment for real estate owned held-for-sale-(12,618)80,461
Loss on partial sales of real estate owned, net1,3821,016-
Distributable Earnings prior to realized gains and losses$2,930$35,185$114,590
Loss on extinguishment of debt(847)(1,394)(4,135)
Principal charge-offs (1)(102,222)(312,017)(98,934)
Valuation adjustment for real estate owned held-for-sale-12,618(80,461)
Loss on partial sales of real estate owned, net(1,382)(1,016)-
Previously recognized depreciation and amortization on portion of real estate owned (2)(142)(2,340)(32,302)
Previously recognized gain on foreclosure of real estate owned held-for-sale (3)--5,592
Distributable Loss$(101,663)$(268,964)$(95,650)
Weighted average diluted shares - Distributable Loss142,956,410142,791,490141,914,643
Diluted Distributable Earnings per share prior to realized gains and losses$0.02$0.24$0.81
Diluted Distributable Loss per share$(0.71)$(1.88)$(0.67)

(1)
For the three months ended December 31, 2025, amount includes a $16.9 million charge-off of accrued interest receivable related to the foreclosure on a land parcel in December 2025 and the mortgage foreclosure of a multifamily property in January 2026. For the year ended December 31, 2025, amount includes (i) a $23.3 million charge-off of accrued interest receivable related to the discounted payoff of a land loan in March 2025, the mortgage foreclosures on certain multifamily properties in July 2025, the foreclosure on a land parcel in December 2025, and the mortgage foreclosure of a multifamily property in January 2026, and (ii) a $0.5 million charge-off of an exit fee related to the discounted payoff of a land loan in March 2025. For the year ended December 31, 2024, amount includes a $23.2 million charge-off of accrued interest receivable related to the reclassification of a for sale condo loan to held-for-sale.

(2)
For the three months ended December 31, 2025 and year ended December 31, 2025, amounts reflect previously recognized depreciation and amortization on the portions of our mixed-use real estate owned asset that were sold. For the year ended December 31, 2024, amount reflects previously recognized depreciation on our hotel portfolio real estate owned asset upon reclassification to held-for-sale as of December 31, 2024. Amounts not previously recognized in Distributable (Loss) Earnings.

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(3)
Reflects total gain on foreclosure of our hotel portfolio real estate owned asset, which was classified as held-for-sale as of December 31, 2024. Amount not previously recognized in Distributable (Loss) Earnings.

Book Value Per Share

We believe that presenting book value per share adjusted for our general current expected credit loss reserve and accumulated depreciation and amortization on our real estate owned held-for-investment is useful for investors as it enhances the comparability to our peers who may not hold real estate investments. Further, we believe that our investors and lenders consider book value excluding these items as an important metric related to our overall capitalization.

The following table sets forth the calculation of our book value and our adjusted book value per share, a non-GAAP financial measure, as of December 31, 2025 and 2024 ($ in thousands, except share and per share data):

December 31, 2025December 31, 2024
Total Equity$1,531,895$2,008,086
Number of shares of common stock outstanding and RSUs143,285,119142,187,015
Book Value per share(1)$10.69$14.12
Add back: accumulated depreciation and amortization on real estate owned and related lease intangibles0.100.03
Add back: general CECL reserve0.541.02
Adjusted Book Value per share$11.33$15.17

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

II. Our Portfolio

The table below summarizes our loans receivable held-for-investment as of December 31, 2025 ($ in thousands):

Weighted Average(3)
Number of LoansLoan Commitment (1)Unpaid Principal BalanceCarrying Value (2)Yield to Maturity (4)Term to Initial MaturityTerm to Fully Extended Maturity (5)Weighted Average Origination LTV (6)Weighted Average Adjusted LTV (7)
Senior and subordinate loans33$4,329,235$4,057,357$3,688,7296.2%0.5 years1.1 years71.2%76.3%

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

(2)
Net of specific CECL reserves of $365.4 million.

(3)
Weighted averages are based on unpaid principal balance.

(4)
Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of December 31, 2025. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.

(5)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

(6)
Origination LTV represents “loan-to-value” or “loan-to-cost,” which is calculated as our total loan commitment upon origination, as if fully funded, plus any financings that are pari passu with or senior to our loan, divided by our estimate of either (1) the value of the underlying real estate, determined in accordance with our underwriting process (typically consistent with, if not less than, the value set forth in a third-party appraisal) or (2) the borrower’s projected, fully funded cost basis in the asset, in each case as we deem appropriate for the relevant loan and other loans with similar characteristics. Underwritten values and projected costs should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of origination. Weighted average origination LTV is based on loan commitment, including non-consolidated senior interests and pari passu interests, and excludes risk rated 5 loans.

(7)
Adjusted LTV represents origination LTV updated only in connection with a partial loan paydown and/or release of collateral, material changes to expected project costs, the receipt of a new appraisal (typically in connection with financing or refinancing activity) or a change in our loan commitment. Adjusted LTV should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of the most recent determination of LTV. Weighted average adjusted LTV is based on loan commitment, including non-consolidated senior interests, pari passu interests, and risk rated 5 loans. Loans with specific CECL reserves are reflected as 100% LTV.

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Portfolio Activity and Overview

The following table details our individual loans receivable held-for-investment based on unpaid principal balances as of December 31, 2025 ($ in thousands):

Loan NumberLoan TypeOrigination DateLoan Commitment (1)Unpaid Principal BalanceCarrying Value (2)Origination LTV(3)Fully Extended Maturity(4)Property Type (5)Construction (5,6)LocationRisk Rating (7)
1Senior12/16/2021$405,000$402,341$300,000n/m7/31/2025Multifamily-CA5
2Senior9/26/2019319,900225,497190,800n/m3/31/2026Office-GA5
3Senior6/30/2022224,938224,938224,57363.9%6/30/2029Hospitality-CA3
4Senior7/12/2018220,000220,000221,35052.9%8/1/2028Hospitality-NY3
5Senior8/17/2022235,000220,000220,32568.3%8/17/2027Hospitality-CA4
6Senior4/14/2022187,480179,798179,75555.7%4/14/2027Multifamily-MI3
7 (8)Senior9/2/2022176,257173,779173,23960.0%9/2/2027Multifamily-UT2
8Senior1/14/2022170,000170,00098,000n/m1/14/2027Multifamily-CO5
9Senior1/9/2018157,129157,129120,100n/m1/9/2024Land-VA5
10Senior9/8/2022160,000155,000155,00063.5%9/8/2027Multifamily-AZ4
11Senior4/26/2022151,698137,69690,000n/m4/26/2027Multifamily-TX5
12Senior12/10/2021130,000130,000129,67575.6%12/10/2026Multifamily-VA2
13Senior6/17/2022126,535126,535126,53562.8%6/17/2027Multifamily-TX3
14Subordinate12/9/2021125,000125,000124,93980.3%1/1/2027Office-IL3
15Senior4/29/2019117,323115,489114,82061.5%10/29/2026Mixed-use-NY3
16Senior7/20/2021113,468113,468113,80976.2%7/20/2026Multifamily-IL3
17Senior11/4/2022124,200112,030111,64743.1%11/9/2026Mixed-useYMA3
18Senior2/13/2020123,910111,54287,900n/m2/13/2025Office-CA5
19Senior7/30/2024104,455102,376101,53582.4%10/21/2026Retail-NJ3
20Senior12/21/2022112,100102,239102,23960.9%12/21/2027Multifamily-WA3
21Senior8/2/202195,00093,21492,82768.5%8/2/2026Office-CA4
22Senior12/15/202186,00086,00086,00058.5%12/15/2026Mixed-use-TN3
23Senior8/1/2022115,25078,50078,50082.1%7/30/2026HospitalityYNY4
24Senior7/27/202275,55075,55075,55466.1%7/27/2027Multifamily-UT3
25 (10)Senior2/2/202290,00071,29953,486n/m2/2/2027Office-WA5
26Senior8/27/202181,21067,89239,200n/m8/27/2026Office-GA5
27 (8)Senior7/31/201967,00067,00067,00042.4%1/30/2022Land-NY4
28Senior1/19/202273,67762,32062,16951.2%1/19/2027Hospitality-TN3
29Senior4/5/201950,00050,00050,00049.0%4/6/2028Retail-NY3
30 (9)Senior12/22/202144,72437,40037,400n/m12/22/2026Multifamily-TX5
31Senior4/5/201936,34536,34536,345n/m4/5/2028Other-Other3
32Senior2/17/202228,47925,37322,400n/m2/17/2027Multifamily-TX5
33Senior7/1/20191,6071,6071,607n/m12/30/2020Other-Other5
Total4,329,2354,057,3573,688,729
General CECL reserve(73,328)
Grand Total/Weighted Average$4,329,235$4,057,357$3,615,4016%3.6

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

(2)
Net of specific CECL reserves of $365.4 million.

(3)
Origination LTV represents “loan-to-value” or “loan-to-cost,” which is calculated as our total loan commitment upon origination, as if fully funded, plus any financings that are pari passu with or senior to our loan, divided by our estimate of either (1) the value of the underlying real estate, determined in accordance with our underwriting process (typically consistent with, if not less than, the value set forth in a third-party appraisal) or (2) the borrower’s projected, fully funded cost basis in the asset, in each case as we deem appropriate for the relevant loan and other loans with similar characteristics. Underwritten values and projected costs should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of origination. Weighted average origination LTV of 71.2% is based on loan commitment, including non-consolidated senior interests and pari passu interests, and excludes risk rated 5 loans.

(4)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

(5)
Classification of property type and construction status reflect the state of collateral as of December 31, 2025.

(6)
Percent of total construction loans based on loan commitments as of December 31, 2025.

(7)
Weighted average risk rating weighted by carrying value net of specific CECL reserves.

(8)
In January 2026, this loan was repaid.

(9)
In January 2026, we acquired legal title to the collateral property through a mortgage foreclosure. In anticipation of such foreclosure, we recognized a principal charge-off of $39.1 million as of December 31, 2025.

(10)
In February 2026, we assigned our right, title, and interest in this loan and the collateral property to our financing counterparty in exchange for the full extinguishment of amounts due under the related financing. See Note 3 - Loan Portfolio to our consolidated financial statements for further detail.

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

Three Months Ended December 31, 2025Year Ended December 31, 2025Year Ended December 31, 2024
Unpaid principal balance, beginning of period$4,518,241$6,200,290$7,044,524
Loan receivable acquired in connection with a full loan repayment--100,007
Advances on existing loans45,240168,986448,293
Repayments of loans receivable(333,211)(1,641,218)(659,202)
Sales of loans receivable-(80,408)(60,256)
Transfer to real estate owned, held-for-investment (See Note 5)(87,942)(369,983)-
Transfer to loans receivable held-for-sale-(30,000)(673,076)
Principal charge-offs(84,971)(190,310)-
Total fundings, net of repayments, sales and transfers(460,884)(2,142,933)(844,234)
Unpaid principal balance, end of period$4,057,357$4,057,357$6,200,290

During the year ended December 31, 2025, we resolved $2.6 billion of unpaid principal balance prior to charge-offs, including $1.3 billion of watchlist loans and $324.6 million of loans classified as held-for-sale as of the prior year-end. Total 2025 resolutions include (i) $863.9 million of full loan repayments, (ii) $93.8 million of partial loan repayments, (iii) $101.1 million of loan sales at par, (iv) $333.9 million of loan sales below par, (v) $811.6 million of discounted payoffs prior to charge-offs, and (vi) $392.8 million of mortgage or Uniform Commercial Code (“UCC”) foreclosures prior to charge-offs. Subsequent to December 31, 2025, we resolved $388.7 million of unpaid principal balance prior to charge-offs, including $214.9 million of watchlist loans. Total 2026 resolutions to date include (i) $240.8 million of full loan repayments, (ii) $76.6 million of mortgage foreclosures prior to charge-offs, and (iii) $71.3 million related to the assignment of our right, title, and interest in a loan receivable and the collateral property to our financing counterparty in exchange for the full extinguishment of amounts due under the related financing.

Real Estate Owned

To maximize recovery from certain defaulted loans, we have assumed legal title and/or physical possession of the collateral property underlying such loan receivables. As of December 31, 2025, our portfolio includes eight real estate owned assets with a total carrying value of $746.8 million (including related net lease intangible assets), of which six were acquired through mortgage or UCC foreclosures during the year ended December 31, 2025. Such real estate owned assets are not included in the summary of our loan portfolio table above. The following table details the carrying value of each of our real estate owned held-for-investment assets reflected on our consolidated balance sheet as of December 31, 2025 ($ in millions):

Carrying Value
Property TypeLocationForeclosure DateReal Estate, NetLease Intangibles, Net (1)Deferred Leasing Costs, Net (1)Total
Hotel PortfolioNew York, NYFebruary 2021$319.5$-$-$319.5
Mixed-useNew York, NYJune 202367.412.80.680.8
MultifamilyPhoenix, AZMay 202540.80.7-41.5
MultifamilyHenderson, NVJune 202575.31.5-76.8
MultifamilyDallas, TXJuly 202524.40.3-24.7
Multifamily (2)Dallas, TXJuly 2025108.30.9-109.2
Land ParcelNew York, NYDecember 202594.3--94.3
Total, December 31, 2025$730.0$16.2$0.6$746.8

(1)
Amounts included in other assets or other liabilities on our consolidated balance sheet.

(2)
Represents two multifamily properties which previously represented the collateral property for one senior loan.

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The following table presents detail related to changes in our real estate owned held-for-investment, net, during the year ended December 31, 2025 ($ in thousands):

Gross CostAccumulated DepreciationReal Estate Owned Held-for-Investment, Net
Total, December 31, 2024$128,563$(1,423)$127,140
Reclassification of hotel portfolio to held-for-investment320,000-320,000
Foreclosures of multifamily properties and land parcel, including capitalized transaction costs346,273-346,273
Partial sales of mixed-use property(60,460)1,144(59,316)
Capital expenditures2,360-2,360
Depreciation expense-(6,452)(6,452)
Total, December 31, 2025$736,736$(6,731)$730,005

Fair values of collateral assets used to determine the initial estimated fair value of real estate owned are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine real estate owned upon acquisition may include, among others, assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates, market and terminal capitalization rates, and, with respect to land, value per buildable square foot. These assumptions are based upon the nature of the properties, recent and projected property cash flows, recent sales and lease comparables, and anticipated real estate and capital market conditions, among other factors which we may deem relevant. Estimates of fair values used to determine real estate owned upon acquisition during the year ended December 31, 2025 include assumptions of market capitalization rates ranging from 4.75% to 5.50% and, with respect to the land parcel, value per buildable square foot of $253.

See Note 5 - Real Estate Owned to our consolidated financial statements for further detail.

Asset Management

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

Some of our borrowers may experience delays in the execution of their business plans, changes in their capital position and available liquidity, and/or changes in market conditions which may impact the performance of the collateral property, borrower, or sponsor. As a transitional lender, we may from time to time execute loan modifications with borrowers when and if appropriate, which may include additional equity contributions from them, repurposing of reserves, pledges of additional collateral or other forms of credit support, additional guarantees, temporary deferrals of interest or principal, partial deferral of coupon interest as payment-in-kind interest, and/or a discounted loan payoff. To the extent warranted by ongoing conditions specific to our borrowers or overall market conditions, we may make additional modifications and/or in certain circumstances when and if appropriate, and depending on the business plans, financial condition, liquidity and results of operations of our borrowers, among other factors, (i) assume legal title and/or physical possession of the collateral property or (ii) assign our right, title, and interest in our loan and the collateral property to our financing counterparty in exchange for the extinguishment of amounts due under the related financing.

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

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the loans are graded “1” through “5,” from less risk to greater risk, respectively. The weighted average risk rating of our loans receivable held-for-investment portfolio was 3.6 at December 31, 2025, weighted by carrying value net of specific CECL reserves.

Current Expected Credit Losses

The current expected credit loss reserve required under GAAP reflects our current estimate of potential credit losses related to our loan portfolio, which may fluctuate depending on market conditions and changes in our loan portfolio. See Note 2 to our consolidated financial statements for further detail of our current expected credit loss reserve methodology. The following table illustrates the changes in the current expected credit loss reserve for our loans receivable held-for-investment for the years ended December 31, 2025 and 2024, respectively ($ in thousands):

General CECL Reserve
Specific CECL ReserveLoans Receivable Held-for-InvestmentUnfunded Loan Commitments (2)Total General CECL ReserveAccrued Interest Receivable (1)Total CECL Reserve
Total reserve, December 31, 2023$72,587$70,371$9,726$80,097$-$152,684
Provision (reversal)124,02251,739(4,180)47,55941,039212,620
Charge-offs(75,689)---(23,245)(98,934)
Total reserve, December 31, 2024$120,920$122,110$5,546$127,656$17,794$266,370
Provision (reversal)484,209(48,782)(1,206)(49,988)32,306466,527
Charge-offs(239,705)---(23,318)(263,023)
Total reserve, December 31, 2025$365,424$73,328$4,340$77,668$26,782$469,874

(1)
CECL reserves for accrued interest receivable, if any, are included in other assets on our consolidated balance sheets. In December 2025, $1.6 million of accrued interest previously reserved for was satisfied upon the foreclosure of a land parcel. See Note 5 - Real Estate Owned to our consolidated financial statements for further detail.

(2)
CECL reserves for unfunded commitments are included in other liabilities on our consolidated balance sheets.

The following table illustrates our specific and general CECL reserves as a percentage of total unpaid principal balance of loans receivable held-for-investment as of December 31, 2025 and 2024:

Specific CECL Reserve (1)General CECL Reserve (2)Total CECL Reserve (3)
Reserve at December 31, 202418.2%2.3%4.0%
Reserve at December 31, 202526.0%2.9%10.9%

(1)
Represents specific CECL reserves on loans receivable held-for-investment as a percentage of unpaid principal balance of risk rated 5 loans.

(2)
Represents general CECL reserves on loans receivable held-for-investment and related unfunded loan commitments as a percentage of unpaid principal balance of loans subject to the general CECL reserve.

(3)
Represents total CECL reserves on loans receivable held-for-investment and related unfunded loan commitments as a percent of total unpaid principal balance of loans receivable held-for-investment.

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Specific CECL Reserves

In certain circumstances, we may determine that a borrower is experiencing financial difficulty, and, if the repayment of the loan’s principal is collateral dependent, the loan is no longer suited for the WARM model. In these instances, there have been diminutions in the fair value and performance of the collateral property primarily as a result of reduced tenant and/or capital markets demand for such property types in the markets in which these assets and borrowers operate. For such loans, we seek resolutions through a variety of means including, but not limited to, foreclosures on the collateral asset, sales of our loan receivable, and discounted repayments. If we anticipate assuming legal title and/or physical possession of the collateral property and the fair value of the collateral property is determined to be below the carrying value of our loan, we may recognize a specific CECL reserve. Furthermore, in certain circumstances, we may recognize a specific CECL reserve based upon anticipated proceeds from the disposition of our loan. The following table presents a summary of our risk rated 5 loans receivable held-for-investment as of December 31, 2025 ($ in thousands):

Property TypeLocationUnpaid Principal BalanceCarrying Value Before Specific CECL ReserveSpecific CECL ReserveNet Carrying Value
MultifamilyCA$402,341$402,223$(102,223)$300,000
MultifamilyCO170,000170,000(72,000)98,000
MultifamilyTX137,696137,181(47,181)90,000
Multifamily (1)TX37,40037,400-37,400
MultifamilyTX25,37325,312(2,912)22,400
Total Multifamily772,810772,116(224,316)547,800
LandVA157,129157,129(37,029)120,100
Total Land157,129157,129(37,029)120,100
OfficeGA225,497225,497(34,697)190,800
OfficeCA111,542111,263(23,363)87,900
Office (2)WA71,29971,212(17,725)53,487
OfficeGA67,89267,494(28,294)39,200
Total Office476,230475,466(104,079)371,387
Other (3)Other1,6071,607-1,607
Total Other1,6071,607-1,607
Total$1,407,776$1,406,318$(365,424)$1,040,894

(1)
In January 2026, we acquired legal title to the collateral property through a mortgage foreclosure. In anticipation of such foreclosure, we recognized a principal charge-off of $39.1 million as of December 31, 2025.

(2)
In February 2026, we assigned our right, title, and interest in this loan receivable and the collateral property to our financing counterparty in exchange for the full extinguishment of amounts due under the related financing. As of December 31, 2025, we determined a specific CECL reserve based upon our remaining equity in this investment and amounts due to our financing counterparty under the terms of our guarantee. See Note 6 - Debt Obligations - Notes Payable for further detail.

(3)
Amounts deemed uncollectible have been charged-off as of December 31, 2025.

Fair values of collateral assets used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine specific CECL reserves may include, among others, assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates, market and terminal capitalization rates, and, with respect to land, value per buildable square foot. These assumptions are based upon the nature of the properties, recent and projected property cash flows, recent sales and lease comparables, and anticipated real estate and capital market conditions, among other factors which we may deem relevant. Estimates of fair values used to determine specific CECL reserves as of December 31, 2025 include discount rates ranging from 6.0% to 9.5%, market and terminal capitalization rates ranging from 4.72% to 8.25%, and, with respect to the land loan, value per buildable square foot of $140 based on current entitlements.

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Historical Originations and Realizations

The following table presents our loan commitment originations, loan commitment realizations, and the amount of principal charge-offs recognized for each origination vintage year as of December 31, 2025 by year of origination ($ in thousands):

Total by Origination Year as of December 31, 2025
Total20252024(2)202320222021202020192018 and Prior
Loan Commitment Originations (1)$18,148,179$-$104,455$101,059$3,463,564$2,959,122$401,743$4,076,115$7,042,121
Loan Commitment Realizations through Repayment or Sale$12,899,928$-$-$101,059$1,066,586$1,813,911$276,933$3,456,592$6,184,847
Principal Charge-offs from Repayment or Sale$372,669$-$-$315$46,484$8,251$23,675$249,511$44,433
Loan Commitment Realizations through REO (3)$806,414$-$-$-$320,868$83,901$-$-$401,645
Principal Charge-offs from REO (3)(4)$152,397$-$-$-$45,896$39,053$-$-$67,448

(1)
Loan commitment upsizes and protective advances subsequent to origination are reflected as increases in loan commitment in the year that the loan was originated.

(2)
Reflects a loan receivable acquired in connection with a full loan repayment.

(3)
Amounts include loan commitment and principal charge-offs related to a loan for which we acquired legal title to the collateral property through mortgage foreclosure in January 2026.

(4)
Excludes loss recognized in connection with the reclassification of our real estate owned hotel portfolio to held-for-sale and loss on partial sales of our mixed-use real estate owned asset, net.

Portfolio Financing

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

The following table summarizes our secured financings ($ in thousands):

December 31, 2025
CapacityBorrowings OutstandingWeighted Average Spread (1)
Repurchase agreements and term participation facility$4,180,546$2,187,066+ 2.92%
Notes payable195,830177,999+ 3.22%
Secured term loan (2)556,188556,188+ 4.50%
Debt related to real estate owned hotel portfolio235,000235,000+ 3.18%
Total/Weighted Average$5,167,564$3,156,253+ 3.23%

(1)
Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. SOFR as of December 31, 2025 was 3.69%.

(2)
In January 2026, we refinanced our secured term loan with a new secured term loan which provides for an aggregate principal amount of $500.0 million and interest to accrue at a rate of SOFR plus 6.75%, subject to a floor of 2.50%. See Note 6 - Debt Obligations - Secured Term Loan to our consolidated financial statements for further detail.

See Note 6 - Debt Obligations to our consolidated financial statements for further details.

Repurchase Agreements and Term Participation Facility

We finance certain of our loans and multifamily real estate owned properties using repurchase agreements and a term participation facility. As of December 31, 2025, aggregate borrowings outstanding under our repurchase agreements and term participation facility totaled $2.2 billion, with a weighted average spread of SOFR plus 2.92% per annum based on unpaid principal balance. As of December 31, 2025, the loans receivable securing the outstanding borrowings under these facilities had a weighted average term to initial maturity and fully extended maturity of 0.5 years and 1.1 years, respectively, assuming all conditions to extend are met. Further, we have a repurchase agreement that specifically provides for the ability to finance (i) loans receivable, including those which may be

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delinquent or in default, and (ii) real estate owned assets subsequent to assuming legal title and/or physical possession of the collateral property. As of December 31, 2025, $195.3 million of borrowings outstanding relate to our multifamily real estate owned assets.

Each repurchase agreement contains “margin maintenance” provisions, which are designed to allow the counterparty to require the delivery of cash or other assets to de-lever financings on assets that are determined to have experienced a diminution in value. Since inception through December 31, 2025, we have not received any margin calls under any of our repurchase agreements.

Notes Payable

We finance certain of our loans via secured financings that are term-matched to the underlying loan, some of which are partially recourse to us. We refer to such financings as notes payable and they are secured by the related loans receivable. As of December 31, 2025, two of our loans were financed with notes payable. Subsequent to December 31, 2025, our notes payable were fully extinguished.

Secured Term Loan

As of December 31, 2025, we had a secured term loan with an unpaid principal balance of $556.2 million and a carrying value of $549.4 million. Our prior secured term loan is presented net of any original issue discount and transaction expenses which were deferred and recognized as interest expense over the life of the prior secured term loan using the effective interest method. In January 2026, we refinanced our secured term loan with a new secured term loan which provides for an aggregate principal amount of $500.0 million and a maturity date of January 30, 2030. See Note 6 - Debt Obligations - Secured Term Loan to our consolidated financial statements for further detail.

Debt Related to Real Estate Owned Hotel Portfolio

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure on a hotel portfolio. Subsequently, we entered into modifications of our debt related to real estate owned hotel portfolio to provide for, among other things, total principal payments of $25.0 million, an extension of the contractual maturity date to February 9, 2025, and the designation of a portion of the loan becoming partial recourse to us. Concurrent with each modification, we acquired interest rate caps with notional amounts equal to the borrowing outstanding, strike rates ranging from 3.0% to 5.0%, and maturity dates matching the associated financing. Upon maturity in February 2025 and subsequent thereto, we entered into forbearance agreements with our lender through September 9, 2025 and concurrently repaid $5.0 million of the principal balance. During the forbearance period, interest accrued at additional rates ranging from 3.0% to 5.0% per annum. On June 9, 2025, we refinanced our debt related to real estate owned hotel portfolio with a non-recourse senior mortgage in the amount of $235.0 million. Such financing matures on June 9, 2027, and we may extend the maturity to June 9, 2030 pursuant to three one-year extension options, subject to meeting prescribed conditions. As of December 31, 2025, our debt related to real estate owned hotel portfolio has an unpaid principal balance of $235.0 million, a carrying value of $231.0 million and a stated rate of SOFR plus 3.18%. See Derivatives below for further detail of our interest rate cap.

Derivatives

On June 2, 2021 and in connection with our debt related to real estate owned hotel portfolio, we acquired an interest rate cap with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024. Such interest rate cap effectively limited the maximum interest rate of our debt related to real estate owned hotel portfolio to 5.83% through its then maturity. Subsequent thereto and in connection with modifications of our debt related to real estate owned hotel portfolio, we acquired interest rate caps with maturity dates and notional amounts equal to that of the then maturity dates and outstanding principal balance of our debt related to real estate owned hotel portfolio, respectively, and strike rates of 5.00%. Through the contractual maturity of our debt related to real estate owned hotel portfolio, the interest rate caps effectively limited the maximum interest rate of our debt related to real estate owned hotel portfolio to 7.94%. Concurrent with refinancing our debt related to real estate owned hotel portfolio in June 2025, we acquired an interest rate cap for a price of $71,000 with a notional amount of $235.0 million, a strike rate of 6.79%, and a maturity date of June 2027, which effectively limits the maximum interest rate of our debt related to real estate owned hotel portfolio to 9.97%.

Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. As of December 31, 2025 and 2024, the fair values of our interest rate caps were de minimis. During the year ended December 31, 2025, we did not recognize any proceeds from our interest rate cap. During the years ended December 31, 2024 and 2023, we recognized $1.3 million and $6.1 million, respectively, of proceeds from interest rate cap.

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Financial Covenants

Our financing agreements generally contain certain financial covenants. As of December 31, 2025, we are in compliance with all financial covenants under our financing agreements.

Future compliance with our financial covenants is dependent upon the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate. The impact of macroeconomic conditions on the commercial real estate and capital markets, including elevated benchmark interest rates compared to recent historical standards and the effects thereof on our and our borrowers’ operating performance, may make it more difficult for us to satisfy these financial covenants in the future. Non-compliance with financial covenants may result in our lenders exercising their rights and remedies as provided for in the respective agreements. As the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate evolve, we may continue to work with our counterparties on modifying financial covenants as needed; however, there is no assurance that our counterparties will agree to such modifications.

Prior Secured Term Loan

As calculated in accordance with our prior secured term loan agreement and as of December 31, 2025, (i) our tangible net worth, which may reflect certain adjustments for our current expected credit loss reserve, shall not be less than $1.4 billion and (ii) our indebtedness shall not exceed 77.8% of our total assets. For the quarter ended December 31, 2025, there was no measurement of our Interest Coverage Ratio. In January 2026, our prior secured term loan was repaid in full.

Repurchase Agreements and Term Participation Facility

As calculated in accordance with our repurchase agreements and our term participation facility and as of December 31, 2025, (i) our tangible net worth shall not be less than $1.0 billion plus 75% of the aggregate cash proceeds received by us after January 30, 2026 from any equity issuances, capital contributions, and/or subscriptions (net of any related costs), (ii) our indebtedness shall not exceed 77.8% of our total assets, and (iii) our cash liquidity shall not be less than the greater of (x) $20.0 million or (y) 5% of total recourse indebtedness (which includes our secured term loan). For the quarter ended December 31, 2025 and for the quarters ending March 31, 2026 to June 30, 2027, there is no measurement of our Interest Coverage Ratio. Commencing with the quarters ending September 30, 2027 and December 31, 2027, our Interest Coverage Ratio shall not be less than 1.10 to 1.00. Subsequent thereto, our Interest Coverage Ratio shall not be less than (i) 1.20 to 1.00 for the quarters ending March 31, 2028 and June 30, 2028 and (ii) 1.30 to 1.00 for the quarters ending September 30, 2028 and thereafter.

New Secured Term Loan

As calculated in accordance with our new secured term loan agreement and effective upon its closing, (i) our tangible net worth shall not be less than $1.0 billion plus 75% of the aggregate cash proceeds received by us after January 30, 2026 from any equity issuances, capital contributions, and/or subscriptions (net of any related costs) and (ii) our indebtedness shall not exceed 77.8% of our total assets. For the quarters ending March 31, 2026 to June 30, 2027, there is no measurement of our Interest Coverage Ratio. Commencing with the quarters ending September 30, 2027 and December 31, 2027, our Interest Coverage Ratio shall not be less than 1.10 to 1.00. Subsequent thereto, our Interest Coverage Ratio shall not be less than (i) 1.20 to 1.00 for the quarters ending March 31, 2028 and June 30, 2028 and (ii) 1.30 to 1.00 for the quarters ending September 30, 2028 and thereafter.

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

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

The following table summarizes our non-consolidated senior interest and related retained subordinate interest as of December 31, 2025 ($ in thousands):

Loan CountLoan CommitmentUnpaid Principal BalanceCarrying ValueWeighted Average Interest Rate (1)Term to Initial Maturity (in years)Term to Fully Extended Maturity (in years) (2)
Fixed rate non-consolidated senior loans1$830,000$830,000N/A3.47%1.01.0
Retained fixed rate subordinate loans1$125,000$125,000$124,9398.50%1.01.0

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(1)
Weighted average is based on unpaid principal balance.

(2)
Term to fully extended maturity is determined based on the maximum maturity of each of the corresponding loans, assuming all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

Floating and Fixed Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and financing them with floating rate liabilities. Further, we seek to match the benchmark rate index in the floating rate loans we originate with the benchmark rate index used in the related floating rate financings. Generally, we use SOFR as the benchmark rate index in both our floating rate loans and floating rate financings. As of December 31, 2025, 96.9% of our loans receivable held-for-investment based on unpaid principal balance were floating rate and indexed to SOFR. All of our financing is floating rate and indexed to SOFR, which resulted in approximately $774.5 million of net floating rate exposure.

The following table details our net floating rate exposure as of December 31, 2025 ($ in thousands):

Net Floating Rate Exposure
Floating rate loans receivable$3,930,750
Floating rate liabilities secured by loans receivable(2,169,779)
Net floating rate exposure - loan portfolio1,760,971
Floating rate liabilities secured by real estate owned assets(430,286)
Secured term loan(556,188)
Net floating rate exposure$774,497

As of December 31, 2025 and aside from our interest rate cap on our debt related to real estate owned hotel portfolio, we do not employ interest rate derivatives (interest rate swaps, caps, collars or floors) to hedge our asset or liability portfolio, but we may do so in the future.

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Results of Operations – Years Ended December 31, 2025 and 2024:

The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2025 and 2024 ($ in thousands, except per share data):

Year Ended
December 31, 2025December 31, 2024$ Change
Revenue
Interest and related income$389,507$601,409$(211,902)
Less: interest and related expense304,990440,344(135,354)
Net interest income84,517161,065(76,548)
Revenue from real estate owned103,31187,35015,961
Total net revenue187,828248,415(60,587)
Expenses
Management fees - affiliate32,10136,230(4,129)
General and administrative expenses19,98715,7074,280
Stock-based compensation expense14,13918,101(3,962)
Real estate owned:
Operating expenses68,47557,83510,640
Interest expense33,16026,6126,548
Depreciation and amortization10,75410,489265
Total expenses178,616164,97413,642
Proceeds from interest rate cap-1,297(1,297)
Unrealized loss on interest rate cap(71)(1,406)1,335
Loss on partial sales of real estate owned, net(1,016)-(1,016)
Loss from equity method investment(124)(154)30
Loss on extinguishment of debt(1,394)(4,135)2,741
Valuation adjustment for real estate owned held-for-sale12,618(80,461)93,079
Provision for current expected credit loss reserve(466,527)(212,620)(253,907)
Valuation adjustment for loan receivable held-for-sale(41,767)(7,227)(34,540)
Net loss$(489,069)$(221,265)$(267,804)
Net loss per share of common stock:
Basic and diluted$(3.49)$(1.60)$(1.89)

Comparison of the Years Ended December 31, 2025 and 2024

Net Revenue

Total net revenue decreased $60.6 million during the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease is primarily due to a decrease in net interest income of $76.5 million, which was driven by a decrease in interest income of $211.9 million as a result of a reduction in the size of our loan portfolio and an increase in the portion of loans on non-accrual status during the year ended December 31, 2025 as compared to the year ended December 31, 2024, partially offset by a decrease in interest expense of $135.4 million primarily as a result of lower average borrowing levels. The decrease in total net revenue was partially offset by an increase in revenue from real estate owned of $16.0 million attributable to higher overall average occupancy, ADR, and RevPAR levels at our hotel portfolio compared to the year ended December 31, 2024 and revenue recognized from the multifamily properties we foreclosed on during the year ended December 31, 2025.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from real estate owned, and depreciation and amortization on real estate owned and related in-place and other lease intangible values. Operating expenses from real estate owned primarily include real estate taxes, utilities, repairs and maintenance, personnel costs of third-party property managers, property management fees incurred to third-parties, insurance, marketing, and general and administrative expenses specific to our real estate owned properties. Expenses increased by $13.6 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to:

(i)
an increase in operating expenses from real estate owned of $10.6 million during the comparative period, due to operating expenses such as real estate taxes, utilities, and repairs and maintenance expenses incurred from the multifamily properties we

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foreclosed on during the year ended December 31, 2025 and higher variable operating expenses, such as labor costs and marketing expenses in connection with higher occupancy levels at the hotel portfolio;

(ii)
an increase in interest expense on real estate owned of $6.5 million during the comparative period, due to interest expense recognized on debt related to the multifamily properties we foreclosed on during the year ended December 31, 2025 and additional interest being incurred on our debt related to real estate owned hotel portfolio pursuant to the forbearance agreement prior to its refinancing on June 9, 2025, offset in part by lower borrowing levels of our debt related to real estate owned hotel portfolio subsequent to its refinancing;

(iii)
an increase in general and administrative expenses of $4.3 million primarily as a result of an increase in non-recurring costs incurred over the comparative period, generally related to legal and professional fees related to loan enforcement and financing related matters, including a non-recurring $2.7 million expense relating to the modification of our prior secured term loan in November 2025;

(iv)
partially offset by a decrease in management fees of $4.1 million as a result of lower stockholders’ equity compared to the comparative period;

(v)
further offset by a decrease in stock-based compensation of $4.0 million due to the vesting period of previously issued restricted stock units ending on July 1, 2025 and the remaining unvested restricted stock unit grants having a grant date fair value less than that of the grant which vested.

Proceeds from Interest Rate Cap

Proceeds from interest rate cap decreased $1.3 million during the year ended December 31, 2025. During the year ended December 31, 2024, the strike rate on our interest rate cap was 5.00% as compared to the strike rate on our interest rate cap during the year ended December 31, 2025 which was 6.79%.

Unrealized Loss on Interest Rate Cap

During the year ended December 31, 2025, we recognized a $0.1 million unrealized loss on interest rate cap as the value of the interest rate cap was determined to be de minimis due to prevailing interest rates falling well below the cap’s strike rate. During the year ended December 31, 2024, we recognized a $1.4 million unrealized loss on the interest rate cap due to the remaining duration of the interest rate cap decreasing as well as prevailing interest rates declining.

Loss on Partial Sales of Real Estate Owned, Net

During the year ended December 31, 2025, we sold the office and signage components of our mixed-use property to unaffiliated purchasers in a series of transactions resulting in an aggregate loss on partial sales, net of $1.0 million. We did not sell any of our real estate owned assets during the year ended December 31, 2024.

Loss from Equity Method Investment

During the years ended December 31, 2025 and 2024, we recognized de minimis losses from our equity method investment as a result of the net losses recognized by our investee during each respective period.

Loss on Extinguishment of Debt

During the year ended December 31, 2025, we recognized a loss on extinguishment of debt of $1.4 million due to the recognition of unamortized deferred financing costs resulting from the repayment of financing balances prior to maturity. During the year ended December 31, 2024, we recognized a loss on extinguishment of debt of $4.1 million, inclusive of a $1.6 million spread maintenance payment and $2.7 million of unamortized deferred financing costs, resulting from the repayment of financing balances prior to maturity and following a refinancing or a sale of the associated loan, partially offset by the $0.2 million reversal of previously recognized financing costs that were ultimately not owed upon the payoff of a loan participation.

Valuation Adjustment for Real Estate Owned Held-for-Sale

As of December 31, 2024, we determined that our hotel portfolio real estate owned asset met the held-for-sale criteria and concurrently recognized a $80.5 million loss based upon anticipated sales price, less estimated costs to sell. In September 2025, we determined that a sale of the hotel portfolio was no longer advisable and thus determined that the hotel portfolio no longer met the held-for-sale criteria, and reclassified it to held-for-investment on our consolidated balance sheet, resulting in a $13.0 million reversal of a previously recognized valuation adjustment for real estate owned held-for-sale, related to previously estimated sale costs.

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Provision for Current Expected Credit Loss Reserve

During the year ended December 31, 2025, we recorded a provision for current expected credit losses of $466.5 million, which consisted of a $484.2 million increase in our specific CECL reserves prior to principal and exit fee charge-offs, a $32.3 million increase in CECL reserves on accrued interest receivable prior to charge-offs, offset in part by a $50.0 million decrease in our general CECL reserves. The increase in our specific CECL reserves was primarily attributable to specific reserves determined on loans now classified as risk rated 5, changes to collateral values, and protective advances made, offset in part by principal charge-offs recognized. The increase in our CECL reserves on accrued interest receivable is attributable to reserving against outstanding interest due to us upon loans being placed on non-accrual status during the year ended December 31, 2025, offset in part by a reduction in reserves upon the receipt or satisfaction of past due interest and charge-offs recognized. The decrease in our general CECL reserves was primarily attributable to the reduction in the size of our loan portfolio subject to determination of the general CECL reserve and the resolution of a contingent discounted loan payoff, offset in part by changes in risk ratings, non-accrual status, and expected remaining duration within our loan portfolio.

During the year ended December 31, 2024, we recorded a provision for current expected credit losses of $212.6 million, which consisted of a $47.6 million increase in our general CECL reserves, a $124.0 million increase in our specific CECL reserves prior to principal charge-offs, and a $41.0 million increase in CECL reserves on accrued interest receivable prior to charge-offs. The increase in our general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous data set, consideration of a contingent discounted loan payoff, and changes in risk ratings, non-accrual status, and expected remaining duration within our loan portfolio, offset in part by the reduction in the size of our loan portfolio subject to determination of the general CECL reserve. The increase in our specific CECL reserves was primarily attributable to specific reserves determined on loans now classified as risk rated 5, changes in collateral values, protective advances made, the reclassification of a loan receivable to held-for-sale, offset in part by principal charge-offs recognized. The increase in our CECL reserves on accrued interest receivable is attributable to reserving against outstanding interest due to us upon loans being placed on non-accrual status during the year ended December 31, 2024, offset in part by charge-offs recognized.

Valuation Adjustment for Loan Receivable Held-for-Sale

During the year ended December 31, 2025, we recognized a valuation adjustment of $41.8 million for a loan receivable held-for-sale as a result of additional protective advances made and a decrease in proceeds ultimately received from the sale of the loan collateralized by a for sale condo project. During the year ended December 31, 2024, we recognized a valuation adjustment of $7.2 million for a loan receivable held-for sale as a result of additional protective advances made and a reduction in anticipated proceeds from the sale of such loan.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Year Ended December 31, 2024 and 2023” in our Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025, which is accessible on the SEC’s website at www.sec.gov, for a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and secured term loan. As of December 31, 2025, we had 140,218,764 shares of our common stock outstanding, representing $1.5 billion of equity, and also had $3.2 billion of outstanding borrowings under our secured financings, our prior secured term loan, and our debt related to real estate owned hotel portfolio. As of December 31, 2025, our secured financings consisted of four repurchase agreements with capacity of $3.8 billion and a combined outstanding balance of $1.9 billion, a term participation facility with a capacity of $349.8 million and an outstanding balance of $329.5 million, and two asset-specific financings with capacity of $195.8 million and an outstanding balance of $178.0 million. As of December 31, 2025, our debt related to real estate owned hotel portfolio had an outstanding balance of $235.0 million and our prior secured term loan had an outstanding balance of $556.2 million. In January 2026, we refinanced our secured term loan with a new secured term loan which provides for an aggregate principal amount of

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$500.0 million and a maturity date of January 30, 2030. See Note 6 - Debt Obligations - Secured Term Loan to our consolidated financial statements for further detail.

Net Debt-to-Equity Ratio and Total Leverage Ratio

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

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

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

The following table presents our Net Debt-to-Equity Ratios and Total Leverage Ratios as of December 31, 2025 and 2024 ($ in thousands):

December 31, 2025December 31, 2024
Asset-specific debt$2,595,580$4,179,372
Secured term loan, net549,447709,777
Total debt3,145,0274,889,149
Less: cash and cash equivalents(173,186)(99,075)
Net Debt2,971,8414,790,074
Total Equity$1,531,895$2,008,086
Net Debt-to-Equity Ratio1.9x2.4x
Non-consolidated senior loans$830,000$830,000
Total Leverage$3,801,841$5,620,074
Total Leverage Ratio2.5x2.8x

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, interest income from our loans, proceeds from loan repayments, available borrowings under our repurchase agreements based on existing collateral, available borrowing capacity related to our asset-specific financings based on existing collateral, proceeds from the issuance of incremental secured term loan or other corporate debt issuances, and proceeds from the issuance of our common stock. As circumstances warrant and to the extent permissible, we and our subsidiaries may also issue common equity, preferred equity, warrants, and/or debt, incur other debt, including term loans, or explore sales of certain of our loans receivable or real estate owned assets from time to time, dependent upon market conditions and available pricing.

Although we generally intend to hold our loans to maturity, sales of loans receivable, which may result in realized losses, discounted loan payoffs, and/or sales of real estate owned assets may occur in order to redeploy capital to more accretive opportunities, meet operating objectives, adapt to market conditions, and/or manage liquidity needs. Furthermore, we cannot predict the timing or impact of future asset sales or loan repayments, and, since many of our loans are financed, a portion, or in some cases all, of the net proceeds from the sales or repayments of our loans are expected to be used to de-lever our secured financings.

The following table sets forth, as of December 31, 2025 and 2024, our sources of available liquidity ($ in thousands):

December 31, 2025December 31, 2024
Cash and cash equivalents$173,186$99,075
Approved and undrawn credit capacity(1)11,4462,599
Total sources of liquidity$184,632$101,674

(1)
Amounts based on existing collateral.

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Under the terms of our loan agreements with certain of our borrowers, we require and have oversight of borrower funds held in reserve accounts with third-party loan servicers for our benefit which provide additional collateral support for our loans. Upon the occurrence of certain events or the borrower meeting prescribed conditions in accordance with the terms of the loan agreement, these funds may be transferred by the third-party loan servicers to the borrower or to other third parties, subject to our approval, to satisfy certain obligations. In instances where the borrower is in monetary default under the terms of the loan agreement, we have the ability to direct the third-party loan servicers to release such reserve funds to us to satisfy past due amounts. To date, funds held in such reserve accounts are not and have not been reflected on our consolidated balance sheets.

The following table presents a summary of our unencumbered loans receivable held-for-investment as of December 31, 2025 ($ in thousands):

Loan TypeLoan CommitmentUnpaid Principal Balance (1)Carrying ValueProperty TypeConstructionLocationRisk Rating
Subordinate$125,000$125,000$124,939Office-IL3
Senior115,25078,50078,500HospitalityYNY4
Senior95,00093,21492,827Office-CA4
Senior81,21067,89239,200Office-GA5
Senior1,6071,6071,607Other-Other5
Total$418,067$366,213$337,073

(1)
Reflects amounts net of specific CECL reserves of $28.3 million.

As of December 31, 2025, our mixed-use real estate owned asset with a carrying value of $80.8 million (including related net lease intangible assets) and our land parcel real estate owned asset with a carrying value of $94.3 million were unencumbered.

Our ability to finance or sell certain of these unencumbered assets is subject to one or more counterparties’ willingness to finance or purchase such loans or real estate owned assets.

To facilitate future offerings of equity, debt and other securities, we have in place an effective shelf registration statement (the “Shelf”) with the SEC. The securities covered by this Shelf include up to $250,000,000 in the aggregate of: (i) common stock, (ii) preferred stock, (iii) debt securities, (iv) depositary shares, (v) warrants, (vi) purchase contracts, and (vii) units, and up to 16,058,983 shares of common stock offered by the selling securityholders. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering material, at the time of any offering.

On May 10, 2024, we entered into an equity distribution agreement with certain sales agents, pursuant to which we may sell, from time to time, up to an aggregate sales price of $150.0 million of our common stock pursuant to a continuous offering program (the “ATM Agreement”) under our in place effective shelf registration. Sales of our common stock made pursuant to the ATM Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The timing and amount of actual sales will depend on a variety of factors, including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the year ended December 31, 2025, we did not issue any shares of our common stock pursuant to the ATM Agreement. As of December 31, 2025, the ATM Agreement has not been utilized, and $150.0 million of our common stock remained available for issuance pursuant to the ATM Agreement.

Liquidity Needs

Our primary liquidity needs generally include loan origination and acquisitions, future fundings to our borrowers on our unfunded loan commitments, interest payment and principal repayment obligations on outstanding borrowings under our financings, operating expenses, management fees, and dividend payments to our stockholders necessary to satisfy REIT dividend requirements. We currently maintain, and seek to maintain, cash and liquidity to i) comply with minimum liquidity covenants under certain of our financing agreements and ii) meet our above mentioned primary liquidity needs. Further, we seek to meet such liquidity needs through our sources of liquidity discussed above. In January 2026, we refinanced our secured term loan with a new secured term loan which provides for an aggregate principal amount of $500.0 million and a maturity date of January 30, 2030.

During the years ended December 31, 2025 and 2024, we made deleveraging payments to certain of our financing counterparties in the amounts of $579.7 million and $286.1 million, respectively. In January 2026, we further deleveraged certain of our financing counterparties in the amount of $89.7 million, including deleveraging upon the refinancing of our secured term loan, and expect to

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continue to do so as agreed with our lenders. Our ability to make any future deleveraging payments or required principal repayments will depend upon the results of our operating activities, our total sources of liquidity, the timing, amount, and pace of resolutions of our loans and real estate owned assets, our financial condition, and the overall market conditions in which we operate, among other factors.

As of December 31, 2025, we had aggregate unfunded loan commitments of $271.9 million which is comprised of funding for capital expenditures and construction, leasing costs, and carry costs. The timing of these fundings will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans and equity contributions from our borrowers, if required. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the collateral property, but are expected to occur over the remaining loan term. In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may never become eligible to be drawn on.

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

Contractual Obligations and Commitments

Our contractual obligations and commitments as of December 31, 2025 were as follows ($ in thousands):

Payment Timing
Total ObligationsLess than 1 year1 to 3 years3 to 5 yearsMore than 5 years
Unfunded loan commitments (1)$271,878$77,461$37,500$156,917$-
Unfunded loan commitments for non-accrual, maturity default, risk rated 5 and/or delinquent loans(224,417)(30,000)(37,500)(156,917)-
Secured financings, term loan agreement, and debt related to real estate owned - principal (2) (3) (4)3,156,2531,871,560854,406430,287-
Secured financings, term loan agreement, and debt related to real estate owned - interest (2) (3)348,587193,012113,45542,120-
Total$3,552,301$2,112,033$967,861$472,407$-

(1)
The estimated allocation of our unfunded loan commitments for loans receivable held-for-investment is based on the earlier of our expected funding date and the commitment expiration date. As of December 31, 2025, we have $139.8 million of in-place financings to fund our remaining commitments, excluding $11.4 million of approved and undrawn credit capacity based on existing collateral.

(2)
The allocation of our secured financings and prior secured term loan is based on the earlier of the fully extended maturity date (assuming conditions to extend are met) of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, and assumes nine loans with an aggregate unpaid principal balance of $1.4 billion that are in maturity default that represent collateral for aggregate borrowings outstanding of $779.7 million have a contractual obligation to pay in less than one year.

(3)
Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured financing agreements and SOFR in effect as of December 31, 2025 will remain constant into the future. Actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to SOFR. Totals exclude non-consolidated senior interests.

(4)
In January 2026, we refinanced our secured term loan due in less than 1 year with a new secured term loan which provides for a maturity date of January 30, 2030. See Note 6 - Debt Obligations - Secured Term loan to our consolidated financial statements for further detail.

In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may not become eligible to be or expected to be drawn on. Of the $271.9 million of unfunded loan commitments for our loans receivable held-for-investment as of December 31, 2025, the following table details the portion of unfunded loan commitments and in-place financings to fund our remaining commitments for loans receivable held-for-investment whereby conditions to funding are not currently being met, including loans on non-accrual status, in maturity default, risk rated 5, and/or which are delinquent in accordance with our revenue recognition policy ($ in thousands):

Unfunded Loan CommitmentsIn-place Financing CommitmentsNet Loan Commitment
Gross total commitment$271,878$139,756$132,122
Non-accrual, maturity default, risk rated 5 and/or delinquent loans(224,417)(104,706)(119,711)
Net loan commitment$47,461$35,050$12,411

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Subject to borrowers meeting future funding conditions provided for in our loan agreements, we expect to fund our $12.4 million of net loan commitments over the remaining maximum term of the related loans.

We incur to our Manager, payable in cash, a base management fee and incentive fee (to the extent earned), which are generally paid quarterly, in arrears. The tables above do not include the amounts payable to our Manager under the Management Agreement which are reflected as management fee payable - affiliate on our consolidated balance sheet.

Loan Maturities

The following table summarizes the future scheduled repayments of principal for loans receivable held-for-investment as of December 31, 2025 ($ in thousands):

Initial MaturityFully Extended Maturity
YearUnpaid Principal Balance(1)Loan Commitment(1)Unpaid Principal Balance(1)Loan Commitment(1)
2026$2,147,411$2,355,797$1,161,866$1,331,530
2027895,389943,8541,624,5891,711,776
202850,00050,000306,345306,345
2029224,938224,938224,938224,938
2030----
Thereafter----
Total$3,317,738$3,574,589$3,317,738$3,574,589

(1)
Excludes $739.6 million in unpaid principal balance and $754.6 million in loan commitments of loans receivable held-for-investment that are in maturity default with no available extension options.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the years ended December 31, 2025 and 2024 ($ in thousands):

December 31, 2025December 31, 2024
Net cash flows (used in) provided by operating activities$(30,460)$84,517
Net cash flows provided by investing activities1,867,721779,911
Net cash flows used in financing activities(1,779,976)(945,817)
Net increase (decrease) in cash and cash equivalents and restricted cash$57,285$(81,389)

We experienced a net increase in cash, cash equivalents, and restricted cash of $57.3 million during the year ended December 31, 2025, compared to a net decrease of $81.4 million during the year ended December 31, 2024.

During the year ended December 31, 2025, we received $1.6 billion from loan repayments, received $332.1 million of loan sale proceeds, received $60.5 million from partial sales of our mixed-use real estate owned asset, and received $904.0 million of proceeds from borrowings under our financing arrangements, net of payments for deferred financing costs and exit fees. Additionally, we made $133.1 million of advances on loans and made repayments on financings arrangements of $2.7 billion (inclusive of $579.7 million of deleveraging repayments).

Income Taxes

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

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Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our REIT taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of December 31, 2025, we were in compliance with all REIT requirements.

The following table details the income tax treatment for our common stock dividends for the years ended December 31, 2024 and 2023. The Board did not declare any dividends during the year ended December 31, 2025.

Year Ended
December 31, 2024December 31, 2023
Ordinary dividends50.6%30.9%
Capital gain dividends0.0%0.0%
Nondividend distributions49.4%69.1%
Total100.0%100.0%

See Note 13 - Income Taxes to our consolidated financial statements for further detail.

Off-Balance Sheet Arrangements

As of December 31, 2025, we had no off-balance sheet arrangements aside from those discussed in Note 3 - Loan Portfolio, Note 4 - Equity Method Investment, and Note 14 - Commitments and Contingencies to our consolidated financial statements.

Critical Accounting Policies and Estimates

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

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

Current Expected Credit Losses

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

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

The WARM method requires us to reference historical loan loss data from a comparable data set and apply such loss rate to each of our loans over their expected remaining duration, taking into consideration expected economic conditions over the forecasted timeframe. Our general CECL reserve reflects our forecast of the current and future macroeconomic conditions that may impact the performance of the commercial real estate assets securing our loans and each borrower’s ultimate ability to repay. These estimates include unemployment rates, price indices for commercial properties, and market liquidity, all of which may influence the likelihood and magnitude of potential credit losses for our loans during their expected remaining duration. Additionally, further adjustments may

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be made based upon loan positions senior to ours, the risk rating of a loan, whether a loan is a construction loan, timing of the loan’s initial maturity, or the economic conditions specific to the property type of a loan’s collateral property.

To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage-backed securities database licensed by a third party, Trepp, LLC, which contains historical loss data from the 1990s through December 31, 2025. We believe this CMBS data is the most relevant, available, and comparable dataset to our portfolio.

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

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

In certain circumstances, we may determine that a loan is no longer suited for the WARM method because (i) it has unique risk characteristics, (ii) we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent, (iii) we anticipate assuming legal title and/or physical possession of the collateral property and the fair value of the collateral property is determined to be below the carrying value of our loan, and/or (iv) recovery of our loan may occur at an amount below our loan’s carrying value. We may instead elect to employ different methods to estimate credit losses that also conform to ASC 326 and related guidance.

For such loans, we would separately measure the specific reserve for each loan by using the estimated fair value of the loan’s collateral. In certain circumstances, we may recognize a specific reserve based upon anticipated proceeds from the disposition of our loan. If the estimated fair value of the collateral or anticipated proceeds from the disposition of our loan is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve. Specific reserves are equal to the excess of a loan’s carrying value over the estimated fair value of the collateral or anticipated proceeds from the disposition of our loan. If recovery of our loan is expected from the sale of the collateral, specific reserves are equal to the excess of a loan’s carrying value over the estimated fair value of the collateral less estimated costs to sell.

Fair values of collateral assets used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine specific CECL reserves may include, among others, assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates, market and terminal capitalization rates, and, with respect to land, value per buildable square foot. These assumptions are based upon the nature of the properties, recent and projected property cash flows, recent sales and lease comparables, and anticipated real estate and capital market conditions, among other factors which we may deem relevant. Estimates of fair values used to determine specific CECL reserves as of December 31, 2025 include discount rates ranging from 6.0% to 9.5%, market and terminal capitalization rates ranging from 4.72% to 8.25%, and, with respect to the land loan, value per buildable square foot of $140 based on current entitlements.

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

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Real Estate Owned

To maximize recovery from certain defaulted loans, we may from time to time assume legal title and/or physical possession of the collateral property of a defaulted loan through foreclosure, a deed-in-lieu of foreclosure, or an assignment-in-lieu of foreclosure. We account for acquisitions of real estate, including foreclosures, deed-in-lieu of foreclosures, or assignment-in-lieu of foreclosures, in accordance with ASC 805, Business Combinations, which first requires that we determine if the real estate investment is the acquisition of an asset or a business combination. Under this model, we identify and determine the estimated fair value of any assets acquired and liabilities assumed. This generally results in the allocation of the purchase price to the assets acquired and liabilities assumed based on the relative estimated fair values of each respective asset and liability. Debt related to real estate owned hotel portfolio is initially recorded at its estimated fair value at the time of foreclosure, deed-in-lieu of foreclosure, or assignment-in-lieu of foreclosure.

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

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

Fair values of collateral assets used to determine the initial estimated fair value of real estate owned are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine real estate owned upon acquisition may include, among others, assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates, market and terminal capitalization rates, and, with respect to land, value per buildable square foot. These assumptions are based upon the nature of the properties, recent and projected property cash flows, recent sales and lease comparables, and anticipated real estate and capital market conditions, among other factors which we may deem relevant. Estimates of fair values used to determine real estate owned upon acquisition during the year ended December 31, 2025 include assumptions of market capitalization rates ranging from 4.75% to 5.50% and, with respect to the land parcel, value per buildable square foot of $253.

There were no impairments of our real estate owned held-for-investment assets through December 31, 2025.

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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: 0000950170-25-023258.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-19. Report date: 2024-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including those discussed in Part I. Item 1A, “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K.

Introduction

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

Our loan origination and repayment volume may fluctuate based on market conditions or other conditions inherent in our portfolio. As such, we may modify our investment strategy from time to time by shifting focus to optimizing outcomes within our existing portfolio, which may include actions such as selling a loan or syndicating a portion of a loan, working with our borrowers to enhance the value of underlying properties that constitute our collateral, and in certain circumstances assuming legal title and/or physical possession of the underlying collateral property of a defaulted loan.

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

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income (loss) per share, Distributable Earnings (Loss) per share, Distributable Earnings per share prior to realized gains and losses, which includes charge-offs of principal and/or accrued interest receivable, dividends declared per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the year ended December 31, 2024, we had net loss per share of $1.60, Distributable Loss per share of $0.67, Distributable Earnings per share prior to realized gains and losses of $0.81, and dividends declared per share of $0.60. As of December 31, 2024, our book value per share was $14.12, our adjusted book value per share was $15.17, our Net Debt-to-Equity Ratio was 2.4x, and our Total Leverage Ratio was 2.8x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

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

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

Three Months EndedYear Ended
December 31, 2024December 31, 2024December 31, 2023
Net (loss) income$(100,698)$(221,265)$6,027
Weighted average shares of common stock outstanding, basic and diluted139,464,720139,225,441138,617,043
Basic and diluted net (loss) income per share of common stock$(0.72)$(1.60)$0.02
Dividends declared per share of common stock$-$0.60$1.24

On December 16, 2024, our Board paused our quarterly dividend on our common stock commencing with the fourth quarter dividend that would have otherwise been paid in January 2025. Such action was taken to preserve capital and create added financial

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flexibility for capital allocation decisions with the objective of enhancing stockholder value over the long-term. During the year ended December 31, 2024, our Board declared three quarterly dividends totaling $0.60 per share of common stock, which exceeds our 2024 taxable income. The timing and amount of any future dividends declared by our Board depend on a variety of factors, including cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code, and such other factors as our Board deems relevant.

Distributable Earnings (Loss)

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

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

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

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

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

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

Weighted AveragesDecember 31, 2024December 31, 2023
Diluted Shares - GAAP139,225,441138,617,043
Unvested RSUs2,689,2022,637,717
Diluted Shares - Distributable (Loss) Earnings141,914,643141,254,760

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

Three Months EndedYear Ended
December 31, 2024December 31, 2024December 31, 2023
Net (loss) income$(100,698)$(221,265)$6,027
Adjustments:
Non-cash stock-based compensation expense4,77718,10116,599
Provision for current expected credit loss reserve29,976212,620153,683
Depreciation and amortization expense2,63910,4899,287
Amortization of above and below market lease values, net3541,416708
Unrealized loss on interest rate cap271,4065,157
Loss (gain) on extinguishment of debt6304,135(2,217)
Gain on sale of loan--(575)
Gain on foreclosure of real estate owned--(4,162)
Valuation adjustment for loan receivable held-for-sale7,2277,227-
Loss on real estate owned held-for-sale80,46180,461-
Distributable Earnings prior to realized gains and losses$25,393$114,590$184,507
Gain on sale of loan--575
(Loss) gain on extinguishment of debt(630)(4,135)2,217
Principal charge-offs (1)(756)(98,934)(147,361)
Previously recognized gain on foreclosure of real estate owned held-for-sale (2)5,5925,592-
Loss on real estate owned held-for-sale(80,461)(80,461)-
Previously recognized depreciation on real estate owned held-for-sale (3)(32,302)(32,302)-
Distributable (Loss) Earnings$(83,164)$(95,650)$39,938
Weighted average diluted shares - Distributable (Loss) Earnings141,955,621141,914,643141,254,760
Diluted Distributable Earnings per share prior to realized gains and losses$0.18$0.81$1.31
Diluted Distributable (Loss) Earnings per share$(0.59)$(0.67)$0.28

(1)
For the year ended December 31, 2024, amount includes a $23.2 million charge-off of accrued interest receivable related to the reclassification of a for sale condo loan to held-for-sale.

(2)
Reflects total gain on foreclosure of our hotel portfolio real estate owned asset, which is classified as real estate owned held-for-sale as of December 31, 2024. Amount not previously recognized in Distributable (Loss) Earnings.

(3)
Reflects previously recognized depreciation on real estate owned classified as held-for-sale as of December 31, 2024. Amount not previously recognized in Distributable (Loss) Earnings.

Book Value Per Share

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

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

December 31, 2024December 31, 2023
Equity$2,008,086$2,299,900
Number of shares of common stock outstanding and RSUs142,187,015141,313,339
Book Value per share(1)$14.12$16.28
Add back: accumulated depreciation and amortization on real estate owned and related lease intangibles0.030.18
Add back: general CECL reserve1.020.57
Adjusted Book Value per share$15.17$17.03

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

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II. Our Portfolio

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

Weighted Average(3)
Number of LoansLoan Commitment(1)Unpaid Principal BalanceCarrying Value (2)Yield to Maturity (4)Term to Initial MaturityTerm to Fully Extended Maturity (5)Weighted Average Origination LTV (6)Weighted Average Adjusted LTV (7)
Senior and subordinate loans52$6,698,596$6,200,290$6,069,3727.6%0.7 years1.7 years70.4%72.2%

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

(2)
Net of specific CECL reserve of $120.9 million.

(3)
Weighted averages are based on unpaid principal balance.

(4)
Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of December 31, 2024. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.

(5)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

(6)
Origination LTV represents “loan-to-value” or “loan-to-cost,” which is calculated as our total loan commitment upon origination, as if fully funded, plus any financings that are pari passu with or senior to our loan, divided by our estimate of either (1) the value of the underlying real estate, determined in accordance with our underwriting process (typically consistent with, if not less than, the value set forth in a third-party appraisal) or (2) the borrower’s projected, fully funded cost basis in the asset, in each case as we deem appropriate for the relevant loan and other loans with similar characteristics. Underwritten values and projected costs should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of origination. Weighted average origination LTV is based on loan commitment, including non-consolidated senior interests and pari passu interests, and excludes risk rated 5 loans.

(7)
Adjusted LTV represents origination LTV updated only in connection with a partial loan paydown and/or release of collateral, material changes to expected project costs, the receipt of a new appraisal (typically in connection with financing or refinancing activity) or a change in our loan commitment. Adjusted LTV should not be assumed to reflect our judgment or current market values or project costs, which may have changed materially since the date of the most recent determination of LTV. Weighted average adjusted LTV is based on loan commitment, including non-consolidated senior interests, pari passu interests, and risk rated 5 loans. Loans with specific CECL reserves are reflected as 100% LTV.

Sales of Loans Receivable

The following table summarizes loans receivable held-for-sale as of December 31, 2024 and 2023, and loans receivable sold during the year ended December 31, 2024 ($ in thousands):

Property TypeLocationLoan CommitmentUnpaid Principal BalanceCarrying Value Before Principal Charge-OffPrincipal Charge-OffHeld-For-Sale Carrying Value (1)Risk Rating (2)
For Sale Condo (6)CA$247,260$211,412$211,412$(28,107)$176,0784
Hospitality (4)CA101,059101,059101,299(315)100,9843
Total held-for-sale, December 31, 2024$348,319$312,471$312,711$(28,422)$277,062
Multifamily (5)NV$60,255$60,255$60,049$(440)$59,6093
Multifamily (5)CO115,000115,000115,173(3,657)111,5163
Land (5)FL30,20030,20030,351(343)30,0083
Multifamily (7)CA260,899216,045214,443(42,827)171,6164
For Sale Condo (3)FL160,000158,180157,346-157,3462
Multifamily (3)FL77,11576,58076,275-76,2753
Mixed-Use (3) (8)FL141,79136,77335,556(7,468)28,0883
Total sold, year ended December 31, 2024$845,260$693,033$689,193$(54,735)$634,458

(1)
For loans sold during a quarter which were not previously reflected as held-for-sale, amount reflects carrying value of the loan receivable upon sale.

(2)
Reflects risk rating of the loan receivable prior to the loan sale or reclassification to held-for-sale.

(3)
Loan classified as held-for-sale as of December 31, 2023 and sold in January 2024.

(4)
Loan sold in January 2025.

(5)
Loan sold during the quarter ended December 31, 2024.

(6)
Upon reclassification to held-for-sale as of September 30, 2024, we recognized an additional $23.2 million charge-off of accrued interest receivable. The principal charge-offs were attributable to the delinquency of the loan and its $35.8 million of remaining unfunded commitments. During the three months ended December 31, 2024, we recognized a further adjustment to the held-for-sale carrying value of $7.2 million as a result of additional protective advances made and a reduction in anticipated proceeds from the sale, which is reflected as a valuation adjustment for loans receivable held-for-sale on our consolidated statement of operations. Effective October 1, 2024, this loan was placed on non-accrual status.

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(7)
Principal charge-off attributable to the construction status of the loan’s collateral asset and its $44.9 million of remaining unfunded commitments. During the three months ended June 30, 2024, we recorded an additional principal charge-off of $0.6 million relating to transaction costs incurred. The loan was on non-accrual status effective October 1, 2023 and was sold in April 2024.

(8)
Principal charge-off attributable to the construction status of the loan’s collateral asset and its $105.0 million of remaining unfunded commitments.

Portfolio Activity and Overview

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

Three Months Ended December 31, 2024Year Ended December 31, 2024Year Ended December 31, 2023
Unpaid principal balance, beginning of period$6,384,893$7,044,524$7,538,525
Initial funding of new loan origination--101,059
Loan receivable acquired in connection with a full loan repayment-100,007-
Advances on existing loans75,347448,293730,350
Repayments of loans receivable(98,635)(659,202)(584,970)
Sales of loans receivable(60,256)(60,256)(260,110)
Transfer to loans held-for-sale(101,059)(673,076)(271,533)
Transfer to real estate owned (See Note 5)--(208,797)
Total net fundings/(repayments/sales/transfers)(184,603)(844,234)(494,001)
Unpaid principal balance, end of period$6,200,290$6,200,290$7,044,524

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

Loan NumberLoan TypeOrigination DateLoan Commitment(1)Unpaid Principal BalanceCarrying Value (2)Origination LTV(3)Fully Extended Maturity(4)Property Type (5)Construction (5,6)LocationRisk Rating
1Senior12/16/2021$405,000$402,339$401,52070.0%7/31/2025Multifamily-CA4
2Senior11/1/2019390,000390,000390,00074.3%8/1/2025Multifamily-NY4
3Senior7/12/2018245,000245,000246,35052.9%8/1/2028Hospitality-NY3
4Senior7/26/2021225,000225,000225,16965.1%7/26/2026Hospitality-GA3
5Senior6/30/2022227,000224,615224,41263.9%6/30/2029Hospitality-CA3
6Senior8/17/2022235,000217,303217,11168.3%8/17/2027Hospitality-CA3
7Senior9/26/2019319,900199,953199,95368.0%3/31/2026Office-GA4
8Senior9/7/2018182,970182,970183,42778.7%4/18/2026Land-NY3
9Senior10/4/2019177,044177,044177,04474.8%10/1/2025Mixed-Use-DC3
10Senior4/14/2022193,400172,141171,97655.7%4/14/2027Multifamily-MI3
11Senior1/14/2022170,000170,000170,00064.8%1/14/2027Multifamily-CO4
12Senior9/8/2022160,000155,000154,64563.5%9/8/2027Multifamily-AZ4
13Senior1/9/2018152,834152,834120,100n/m1/9/2024Land-VA5
14Senior9/2/2022176,257150,080148,72860.0%9/2/2027MultifamilyYUT3
15Senior2/28/2019150,000150,000150,00072.2%2/28/2024Office-CT4
16Senior5/13/2022173,601142,335140,98667.6%5/13/2027Mixed-UseYVA3
17Senior12/30/2021136,500136,500136,50076.7%12/30/2025Multifamily-PA3
18Senior4/26/2022151,698136,355135,84066.7%4/26/2027Multifamily-TX4
19Senior12/10/2021130,000130,000130,00075.6%12/10/2026Multifamily-VA3
20Subordinate12/9/2021125,000125,000124,87880.3%1/1/2027Office-IL3
21Senior6/17/2022127,250123,346123,09462.8%6/17/2027Multifamily-TX3
22Senior4/29/2019122,123120,289120,28161.5%4/29/2025Mixed-Use-NY3
23Senior3/1/2022122,000119,084118,100n/m2/28/2027Multifamily-TX5
24Senior7/20/2021113,500113,500113,84176.2%7/20/2026Multifamily-IL3
25Senior2/13/2020123,910111,54290,800n/m2/13/2025Office-CA5
26Senior12/15/2021103,000103,000103,00058.5%12/15/2026Mixed-Use-TN3
27Senior7/30/2024104,455101,60499,75582.4%10/21/2026Other-NJ3
28Senior11/4/2022135,000100,555100,15043.1%11/9/2026OtherYMA3
29Senior1/27/2022100,80096,52979,400n/m1/27/2027Multifamily-NV5
30Senior8/2/202197,00095,21494,82768.5%8/2/2026Office-CA4
31Senior1/10/2022130,46189,46488,72965.0%1/9/2027Other-PA3
32Senior3/31/202087,75087,75087,75050.2%2/9/2025Office-TX4
33Senior12/21/201887,74187,74188,16650.6%6/21/2022Land-NY4
34Senior7/10/201878,55278,55278,55279.2%6/10/2024Hospitality-CA4
35Senior8/1/2022115,25078,50078,50082.1%7/30/2026HospitalityYNY4
36Senior6/3/202179,60076,07576,02968.3%6/3/2026Other-MI3
37Senior12/22/202183,90175,93775,77269.5%12/22/2026Multifamily-TX4
38Senior7/27/202276,00075,55075,53166.1%7/27/2027Multifamily-UT3
39Senior2/2/202290,00071,17270,67766.3%2/2/2027Office-WA3
40Senior12/21/2022112,10068,52167,58360.9%12/21/2027MultifamilyYWA3
41Senior8/27/202181,81068,49240,200n/m8/27/2026Office-GA5
42Senior7/31/201967,00067,00067,00042.4%1/30/2022Land-NY4
43Senior1/19/202273,67759,82559,57051.2%1/19/2027Hospitality-TN3
44Senior3/15/202253,30050,16442,800n/m3/15/2027Multifamily-AZ5
45Senior2/4/202244,76839,27928,200n/m2/4/2027Multifamily-TX5
46Senior4/5/201938,34538,34538,345n/m4/5/2028Other-Other3
47Senior2/18/202232,08331,38931,28066.0%2/18/2027OtherYFL3
48Senior4/5/201930,00030,00030,00049.0%4/6/2026Other-NY3
49Senior4/18/201930,00030,00029,950n/m5/1/2025Land-MA3
50Senior2/17/202228,47924,86521,200n/m2/17/2027Multifamily-TX5
51Senior7/1/20191,6511,6511,651n/m12/30/2020Other-Other5
52Subordinate8/2/2018886886-n/m7/9/2023Other-NY5
Total6,698,5966,200,2906,069,372
General CECL reserve(122,110)
Grand Total/Weighted Average$6,698,596$6,200,290$5,947,26211%3.6

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

(2)
Net of specific CECL reserve of $120.9 million.

(3)
Origination LTV represents “loan-to-value” or “loan-to-cost,” which is calculated as our total loan commitment upon origination, as if fully funded, plus any financings that are pari passu with or senior to our loan, divided by our estimate of either (1) the value of the underlying real estate, determined in accordance with our underwriting process (typically consistent with, if not less than, the value set forth in a third-party appraisal) or (2) the borrower’s projected, fully funded cost basis in the asset, in each case as we deem appropriate for the relevant loan and other loans with similar characteristics. Underwritten values and projected costs should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of origination. Weighted average origination LTV of 70.4% is based on loan commitment, including non-consolidated senior interests and pari passu interests, and excludes risk rated 5 loans.

(4)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

(5)
Classification of property type and construction status reflect the state of collateral as of December 31, 2024.

(6)
Percent of total construction loans based on loan commitments as of December 31, 2024.

Real Estate Owned

On February 8, 2021, we acquired legal title to a portfolio of seven limited service hotels located in New York, NY through a foreclosure. As of December 31, 2024, the hotel portfolio appears as real estate owned held-for-sale on our consolidated balance sheet and is encumbered by a $275.0 million securitized senior mortgage, which is included as a liability on our consolidated balance sheets.

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As of December 31, 2024, we determined that our hotel portfolio real estate owned asset has met the held-for-sale criteria and we have reclassified this asset to real estate owned held-for-sale on our consolidated balance sheet and concurrently recognized a $80.5 million loss based upon anticipated sales price, less estimated costs to sell. We have determined this anticipated sale does not reflect a strategic shift and therefore does not qualify for presentation as a discontinued operation.

On June 30, 2023, we acquired legal title to a mixed-use property located in New York, NY and the equity interests in the borrower through an assignment-in-lieu of foreclosure and is comprised of office, retail, and signage components. As of December 31, 2024, the mixed-use property appears as part of real estate owned, net and related lease intangibles, net appear within other assets and other liabilities on our consolidated balance sheet.

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

Asset Management

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

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

Our Manager evaluates the credit quality of each of our loans receivable on an individual basis and assigns a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include, but are not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type, structure, collateral cash flow volatility and other more subjective variables that include, but are not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions, borrower/sponsor financial stability, and borrower/sponsor exit plan. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, respectively. The weighted average risk rating of our total loan portfolio was 3.6 at December 31, 2024.

Current Expected Credit Losses

The current expected credit loss reserve required under GAAP reflects our current estimate of potential credit losses related to our loan portfolio, which may fluctuate depending on market conditions and changes in our loan portfolio. See Note 2 to our consolidated financial statements for further detail of our current expected credit loss reserve methodology.

During the year ended December 31, 2024, we recorded a provision for current expected credit losses of $212.6 million, which consisted of a $65.4 million increase in our general CECL reserve and a $147.3 million increase in our specific CECL reserve prior to principal and accrued interest receivable charge-offs. The increase in general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous dataset, changes in risk ratings and non-accrual status, changes to the expected remaining duration within our loan portfolio, and consideration of a contingent discounted loan payoff, partially offset by the reduction in the size of our loan portfolio. As of December 31, 2024, our total current expected credit loss reserve was $266.4 million.

During the year ended December 31, 2023, we recorded a provision for current expected credit losses of $153.7 million, which consisted of a $6.0 million reversal of our general CECL reserve and a $159.6 million increase in our specific CECL reserve prior to a principal charge-off. This reversal of general CECL reserves was primarily attributable to the seasoning of our loan portfolio and a reduction in the size of our loan portfolio, partially offset by deteriorating macroeconomic conditions. As of December 31, 2023, our total current expected credit loss reserve was $152.7 million.

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Specific CECL Reserves

In certain circumstances, we may determine that a borrower is experiencing financial difficulty, and, if the repayment of the loan’s principal is collateral dependent, the loan is no longer suited for the WARM model. In these instances, there have been diminutions in the fair value and performance of the underlying collateral asset primarily as a result of reduced tenant and/or capital markets demand for such property types in the markets in which these assets and borrowers operate in. Furthermore, we may recognize a specific CECL reserve if we anticipate assuming legal title and/or physical possession of the underlying collateral property and the fair value of the collateral asset is determined to be below our carrying value. The following table presents a summary of our loans receivable held-for-investment with specific CECL reserves as of December 31, 2024 ($ in thousands):

Property TypeLocationUnpaid Principal BalanceCarrying Value Before Specific CECL ReserveSpecific CECL ReserveNet Carrying Value
LandVA$152,834$152,834$32,734$120,100
Total Land152,834152,83432,734120,100
MultifamilyTX119,084118,717617118,100
MultifamilyNV96,52996,08216,68279,400
MultifamilyAZ50,16449,9577,15742,800
MultifamilyTX39,27939,08510,88528,200
MultifamilyTX24,86524,8043,60421,200
Total Multifamily (1)329,921328,64538,945289,700
OfficeCA111,542111,26320,46390,800
OfficeGA68,49268,09427,89440,200
Total Office180,034179,35748,357131,000
OtherNY886884884-
Total Other886884884-
Total$663,675$661,720$120,920$540,800

(1)
Represents loans which we anticipate assuming legal title and/or physical possession of the underlying collateral properties.

Fair values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine specific CECL reserves as of December 31, 2024 include assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates ranging from 6.0% to 9.5%, and market and terminal capitalization rates ranging from 5.0% to 8.25%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, recent and projected property cash flows, and anticipated real estate and capital market conditions.

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The following table presents our loan commitment originations, loan commitment realizations, and the amount of principal charge-offs recognized for each origination vintage year as of December 31, 2024 by year of origination ($ in thousands):

Total by Origination Year as of December 31, 2024
Total2024(2)2023202220212020201920182017 and Prior
Loan Commitment Originations (1)$18,123,884$104,455$101,059$3,463,564$2,959,122$401,743$4,056,115$4,079,201$2,958,625
Loan Commitment Realizations10,649,279--701,5421,361,811189,1832,293,5923,144,5262,958,625
Principal Charge-offs (3)236,365-31546,4848,251-112,59266,9351,788

(1)
Loan commitment upsizes and protective advances subsequent to origination are reflected as increases in loan commitment in the year that the loan was originated.

(2)
Reflects a loan receivable acquired in connection with a full loan repayment.

(3)
Excludes loss in connection with the reclassification of our real estate owned hotel portfolio to held-for-sale.

Portfolio Financing

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

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

December 31, 2024
CapacityBorrowings OutstandingWeighted Average Spread (1)
Repurchase agreements and term participation facility$5,454,083$3,667,923+ 2.75%
Notes payable273,330238,938+ 3.57%
Secured term loan717,825717,825+ 4.50%
Debt related to real estate owned275,000275,000+ 2.94%
Total / weighted average$6,720,238$4,899,686+ 3.05%

(1)
Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. SOFR as of December 31, 2024 was 4.33%.

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

Repurchase Agreements and Term Participation Facility

We finance certain of our loans using repurchase agreements and a term participation facility. As of December 31, 2024, aggregate borrowings outstanding under our repurchase agreements and term participation facility totaled $3.7 billion, with a weighted average spread of SOFR plus 2.75% per annum based on unpaid principal balance. As of December 31, 2024, the loans receivable securing the outstanding borrowings under these facilities had a weighted average term to initial maturity and fully extended maturity of 0.6 years and 1.6 years, respectively, assuming all conditions to extend are met.

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

Loan Participations Sold

We may finance certain of our loans via the sale of a participation in such loans, and we present the loan participations sold as a liability on our consolidated balance sheet when such arrangements do not qualify as sales under GAAP. In instances where we have multiple loan participations with the same lender, the financings are generally not cross-collateralized. Each of our loan participations sold is generally term-matched to its underlying loan. As of December 31, 2024, we had no loan participations sold.

Notes Payable

We finance certain of our loans via secured financings that are term-matched to the underlying loan, some of which are partially recourse to us. We refer to such financings as notes payable and they are secured by the related loans receivable. As of December 31, 2024, three of our loans were financed with notes payable.

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Secured Term Loan

We have a secured term loan which we originally entered into on August 9, 2019. Our secured term loan is presented net of any original issue discount and transaction expenses which are deferred and recognized as interest expense over the life of the loan using the effective interest method. The secured term loan matures on August 9, 2026 and as of December 31, 2024 has an unpaid principal balance of $717.8 million and a carrying value of $709.8 million.

Debt Related to Real Estate Owned

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure of a hotel portfolio. On June 1, 2021, the terms of the securitized senior mortgage were modified to include an extension of the maturity date to February 9, 2024 and a principal repayment of $10.0 million. On February 7, 2024, we modified our debt related to real estate owned to provide for, among other things, an extension of the contractual maturity date to November 9, 2024, a $10.0 million principal paydown, and the designation of a portion of the loan becoming partial recourse to us. Concurrent with this modification, we purchased an interest rate cap with a notional amount of $280.0 million and a strike rate of 5.00% through the then extended contractual maturity date. We subsequently further extended the contractual maturity date to February 9, 2025 and concurrently purchased an interest rate cap with a notional amount of $275.0 million and a strike rate through the further extended contractual maturity date. As of December 31, 2024, our debt related to real estate owned has an unpaid principal balance of $275.0 million, a carrying value of $274.6 million and a stated rate of SOFR plus 2.94%. See Derivatives below for further detail of our interest rate cap. Upon maturity of our debt related to real estate owned, we entered into a forbearance agreement with our lender which expires on May 9, 2025.

Derivatives

On June 2, 2021 and in connection with a modification our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024. Such interest rate cap effectively limited the maximum interest rate of our debt related to real estate owned to 5.83% through its then maturity. On February 7, 2024 and in connection with the modification of our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $280.0 million, a strike rate of 5.00%, and a maturity date of November 15, 2024. Upon further extension of our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $275.0 million, a strike rate of 5.00%, and a maturity date of February 9, 2025. The interest rate cap in place at December 31, 2024 effectively limits the maximum interest rate of our debt related to real estate owned to 7.94% through its maturity.

Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. As of December 31, 2024, the fair value of our interest rate cap was de minimis, and as of December 31, 2023, the fair value of our interest rate cap was $0.9 million. During the years ended December 31, 2024, 2023, and 2022, we recognized $1.3 million, $6.1 million, and $0.5 million, respectively, of proceeds from interest rate cap.

Short-Term Funding Facility

On June 29, 2022, we entered into a full recourse revolving credit facility with $150.0 million in capacity, which generally provided interim financing for eligible loans for up to 180 days at an initial advance rate of up to 75%. As of December 31, 2023, we had no outstanding balance on the facility. On September 25, 2024, we terminated this facility, at which point we had no outstanding balance.

Financial Covenants

Our financing agreements generally contain certain financial covenants. For example, our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges (“Interest Coverage Ratio”), as defined in our repurchase agreements, and term participation facility shall not be less than 1.1 to 1.0, whereas our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges as defined in our secured term loan shall not be less than 1.5 to 1.0. Further, (i) our tangible net worth, as defined in the agreements, shall not be less than $1.86 billion as of each measurement date; (ii) cash liquidity shall not be less than the greater of (x) $50 million or (y) 5% of our recourse indebtedness (which includes our secured term loan); and (iii) our indebtedness shall not exceed 77.8% of our total assets. As of December 31, 2024, we are in compliance with all covenants under our financing agreements. The requirements set forth in (i) through (iii) above are based upon the most restrictive financial covenants in place as of the reporting date. Commencing with the quarter ended December 31, 2025, our Interest Coverage Ratio shall not be less than 1.3 to 1.0. Further, we have modified our covenants to provide that for the quarters ended March 31, 2025 and June 30, 2025, our cash liquidity shall not be less than the greater of (x) $20 million or (y) 3% of our recourse indebtedness (which includes our secured term loan).

Future compliance with our financial covenants is dependent upon the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate. The impact of macroeconomic conditions on the commercial

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real estate and capital markets, including high benchmark interest rates compared to recent historical standards, may make it more difficult for us to satisfy these covenants in the future. Non-compliance with financial covenants may result in our lenders exercising their rights and remedies as provided for in the respective agreements. As market conditions evolve, we may continue to work with our counterparties on modifying financial covenants as needed; however, there is no assurance that our counterparties will agree to such modifications.

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

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

The following table summarizes our non-consolidated senior interests and related retained subordinate interests, excluding for loans classified as held-for-sale, as of December 31, 2024 ($ in thousands):

Loan CountLoan CommitmentUnpaid Principal BalanceCarrying ValueWeighted Average Spread (1)Term to Initial Maturity (in years)Term to Fully Extended Maturity (in years) (2)
Fixed rate non-consolidated senior loans1$830,000$830,000N/A3.47%2.02.0
Retained fixed rate subordinate loans1$125,000$125,000$124,8788.50%2.02.0

(1)
Weighted average is based on unpaid principal balance.

(2)
Term to fully extended maturity is determined based on the maximum maturity of each of the corresponding loans, assuming all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

Floating and Fixed Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and financing them with floating rate liabilities. Further, we seek to match the benchmark index in the floating rate loans we originate with the benchmark index used in the related floating rate financings. Generally, we use SOFR as the benchmark index in both our floating rate loans and floating rate financings. As of December 31, 2024, 97.9% of our loans receivable held-for-investment based on unpaid principal balance were floating rate and indexed to SOFR. All of our encumbered floating rate loans were financed with floating rate liabilities indexed to SOFR, which resulted in approximately $1.3 billion of net floating rate exposure.

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

Net Floating Rate Exposure(1)
Floating rate assets$6,072,753
Floating rate liabilities(4,813,785)
Net floating rate exposure$1,258,968

(1)
SOFR as of December 31, 2024 was 4.33%. Net floating rate exposure includes $522.7 million related to loans on non-accrual status. Excludes two loans receivable classified as held-for-sale as of December 31, 2024 with an associated financing of $85.9 million.

As of December 31, 2024, we have an interest rate cap on our debt related to real estate owned with a notional amount of $275.0 million, a strike rate of 5.00%, and a maturity date of February 9, 2025. The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 7.94% through its maturity. We have not employed other interest rate derivatives (interest rate swaps, caps, collars or floors) to hedge our asset or liability portfolio, but we may do so in the future.

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Results of Operations – Years Ended December 31, 2024 and 2023:

Operating Results

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

Year Ended
December 31, 2024December 31, 2023$ Change
Revenue
Interest and related income$601,409$697,874$(96,465)
Less: interest and related expense440,344470,512(30,168)
Net interest income161,065227,362(66,297)
Revenue from real estate owned87,35079,1908,160
Total net revenue248,415306,552(58,137)
Expenses
Management fees - affiliate36,23038,153(1,923)
Incentive fees - affiliate-1,558(1,558)
General and administrative expenses15,70716,605(898)
Stock-based compensation expense18,10116,5991,502
Real estate owned:
Operating expenses57,83549,5028,333
Interest expense26,61223,6302,982
Depreciation and amortization10,4899,2871,202
Total expenses164,974155,3349,640
Gain on sale of loan-575(575)
Proceeds from interest rate cap1,2976,101(4,804)
Unrealized loss on interest rate cap(1,406)(5,157)3,751
Gain on foreclosure of real estate owned-4,162(4,162)
(Loss) income from equity method investment(154)594(748)
(Loss) gain on extinguishment of debt(4,135)2,217(6,352)
Loss on real estate owned held-for-sale(80,461)-(80,461)
Provision for current expected credit loss reserve(212,620)(153,683)(58,937)
Valuation adjustment for loans receivable held-for-sale(7,227)-(7,227)
Net (loss) income$(221,265)$6,027$(227,292)
Net (loss) income per share of common stock:
Basic and diluted$(1.60)$0.02$(1.62)

Comparison of the Years Ended December 31, 2024 and 2023

Net Revenue

Total net revenue decreased $58.1 million during the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease is primarily due to a decrease in net interest income of $66.3 million, which was driven by a decrease in interest income of $96.5 million, as a result of a reduction in the size of our loan portfolio and an increase in the portion of loans on non-accrual status during the year ended December 31, 2024 as compared to the year ended December 31, 2023, partially offset by a decrease in interest expense of $30.2 million primarily as a result of lower average borrowing levels. The decrease in total net revenue was partially offset by an increase in revenue from real estate owned of $8.2 million due to revenue generated from the mixed-use property we acquired legal title to on June 30, 2023 being included for the full year and higher overall average occupancy, RevPAR, and ADR levels at our hotel portfolio compared to the year ended December 31, 2023.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, incentive fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation and amortization on real estate owned. Expenses increased by $9.6 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to:

(i)
an increase in operating expenses from real estate owned of $8.3 million during the comparative period, due to an increase in professional fees incurred primarily as a result of the modification of our debt related to real estate owned, an increase in variable operating expenses in connection with higher occupancy levels at our hotel portfolio, and expenses incurred at the mixed-use property we acquired legal title to on June 30, 2023 being included for the full year;

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(ii)
an increase in interest expense on debt related to real estate owned of $3.0 million primarily as a result of increased deferred financing costs recognized from fees incurred upon the modification of our debt related to real estate owned over the comparative period;

(iii)
an increase in stock-based compensation of $1.5 million during the comparative period, due to restricted stock units granted during the year ended December 31, 2024, net of restricted stock grant forfeitures;

(iv)
an increase in depreciation and amortization from real estate owned of $1.2 million during the comparative period, primarily due to a full year of depreciation and amortization recognized at the mixed-use property we acquired legal title to on June 30, 2023;

(v)
offset by a decrease in management fees of $1.9 million as a result of lower stockholders’ equity over the comparative period;

(vi)
further offset by a decrease in incentive fees of $1.6 million as a result of core earnings over the trailing four quarters being in excess of a 7% hurdle as of March 31, 2023 but below the hurdle on a trailing four quarters basis in all subsequent periods;

(vii)
further offset by a decrease in general and administrative expenses of $0.9 million primarily as a result of decreases in

non-recurring charges and certain corporate overhead items incurred.

Gain on Sale of Loan

During the year ended December 31, 2023, we realized a gain on the sale of a loan of $0.6 million. During the year ended December 31, 2024, losses on loan sales were recognized through our provision for current expected credit loss reserve.

Proceeds from Interest Rate Cap

Proceeds from interest rate cap decreased $4.8 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to the interest rate caps in-place during the year ended December 31, 2024 having a higher strike rate than the interest rate cap in place during the year ended December 31, 2023.

Unrealized Loss on Interest Rate Cap

During the year ended December 31, 2024, we recognized a $1.4 million unrealized loss on interest rate cap, compared to a $5.2 million unrealized loss on interest rate cap during the year ended December 31, 2023. In both cases, the unrealized loss was driven by a reduction in the remaining duration of the interest rate cap; however, the interest rate cap held prior to its February 15, 2024 maturity had a strike rate of 3.0%, which resulted in a higher value and therefore a greater decline in value compared to the current interest rate cap that has a strike rate of 5.0%. The fair value of the interest rate cap increases as interest rates increase, decreases as the interest rate cap approaches maturity, and further fluctuates following shifts in the forward curve.

Gain on Foreclosure of Real Estate Owned

During the year ended December 31, 2023, we recorded an out-of-period adjustment of $4.2 million, representing an over accrual of accounts payable assumed upon foreclosure of our hotel portfolio in 2021 and, accordingly, we recorded an adjustment on our consolidated statement of operations during the year ended December 31, 2023 to correct the prior period understatement of the gain on foreclosure. During the year ended December 31, 2024, there was no such adjustment.

Loss (Income) from Equity Method Investment

During the year ended December 31, 2024, we recognized loss from equity method investment of $0.2 million compared to income of $0.6 million recognized during the year ended December 31, 2023 as a result of a decline in income earned by our investee, driven primarily by the loan held by the investee being placed on non-accrual status effective April 1, 2023.

(Loss) Gain on Extinguishment of Debt

During the year ended December 31, 2024, we recognized a loss on extinguishment of debt of $4.1 million, inclusive of a $1.6 million spread maintenance payment and $2.7 million of unamortized deferred financing costs, resulting from the repayment of financing balances prior to maturity and following a refinancing or a sale of the associated loan, partially offset by the $0.2 million reversal of previously recognized financing costs that were ultimately not owed upon the payoff of a loan participation. During the year ended December 31, 2023, we recognized a gain on extinguishment of debt of $2.2 million as a result of the retirement of $22.0 million of principal of our secured term loan for a price of $19.3 million.

Loss on Real Estate Owned Held-for-Sale

As of December 31, 2024, we determined that our hotel portfolio real estate owned asset has met the held-for-sale criteria and concurrently recognized a $80.5 million loss based upon anticipated sales price, less estimated costs to sell. During the year ended December 31, 2023, there were no such losses.

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Provision for Current Expected Credit Loss Reserve

During the year ended December 31, 2024, we recorded a provision for current expected credit losses of $212.6 million, which consisted of a $65.4 million increase in our general CECL reserve and a $147.3 million increase in our specific CECL reserve prior to principal and accrued interest receivable charge-offs. The increase in general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous dataset, changes in risk ratings and non-accrual status, changes to the expected remaining duration within our loan portfolio, and consideration of a contingent discounted loan payoff, partially offset by the reduction in the size of our loan portfolio. During the year ended December 31, 2023, we recorded a provision for current expected credit losses of $153.7 million, which consisted of a $6.0 million reversal of our general CECL reserve and a $159.6 million increase in our specific CECL reserve prior to a principal charge-off. This reversal of general CECL reserves was primarily attributable to the seasoning of our loan portfolio and a reduction in the size of our loan portfolio, partially offset by deteriorating macroeconomic conditions.

Valuation Adjustment on Loans Receivable Held-for-Sale

During the year ended December 31, 2024, we recognized a valuation adjustment of $7.2 million for loans receivable held-for-sale as a result of additional protective advances made and a reduction in anticipated proceeds from the sale of such loan. During the year ended December 31, 2023, there was no such valuation adjustment.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Year Ended December 31, 2023 and 2022” in our Form 10-K for the year ended December 31, 2023, filed with the SEC on February 20, 2024, which is accessible on the SEC’s website at www.sec.gov, for a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and our secured term loan. As of December 31, 2024, we had 139,362,657 shares of our common stock outstanding, representing $2.0 billion of equity, and also had $4.9 billion of outstanding borrowings under our secured financings, our secured term loan, and our debt related to real estate owned. As of December 31, 2024, our secured financings consisted of five repurchase agreements with capacity of $4.9 billion and a combined outstanding balance of $3.2 billion, a term participation facility with a capacity of $555.7 million and an outstanding balance of $477.6 million, and three asset-specific financings with capacity of $273.3 million and an outstanding balance of $238.9 million. As of December 31, 2024, our secured term loan had an outstanding balance of $717.8 million and our debt related to real estate owned had an outstanding balance of $275.0 million.

Net Debt-to-Equity Ratio and Total Leverage Ratio

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

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

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

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

December 31, 2024December 31, 2023
Asset-specific debt$4,179,372$4,964,874
Secured term loan, net709,777712,576
Total debt4,889,1495,677,450
Less: cash and cash equivalents(99,075)(187,301)
Net Debt4,790,0745,490,149
Total Equity$2,008,086$2,299,900
Net Debt-to-Equity Ratio2.4x2.4x
Non-consolidated senior loans$830,000$887,300
Total Leverage$5,620,074$6,377,449
Total Leverage Ratio2.8x2.8x

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, interest income from our loans, proceeds from loan repayments, available borrowings under our repurchase agreements based on existing collateral, identified borrowing capacity related to our asset-specific financings based on existing collateral, proceeds from the issuance of incremental secured term loan or other corporate debt issuances, and proceeds from the issuance of our common stock. As circumstances warrant, we and our subsidiaries may also issue common equity, preferred equity and/or debt, incur other debt, including term loans, or explore sales of certain of our loans receivable or real estate owned assets from time to time, dependent upon market conditions and available pricing.

Although we generally intend to hold our loans to maturity, sales of loans receivable, which may result in realized losses, discounted loan payoffs, and/or sales of real estate owned assets may occur in order to redeploy capital to more accretive opportunities, meet operating objectives, adapt to market conditions, and/or manage liquidity needs. Furthermore, we cannot predict the timing or impact of future asset sales or loan repayments, and, since many of our loans are financed, a portion, or in some cases all, of the net proceeds from the sales or repayments of our loans are expected to be used to de-lever our secured financings.

The following table sets forth, as of December 31, 2024 and 2023, our sources of available liquidity ($ in thousands):

December 31, 2024December 31, 2023
Cash and cash equivalents$99,075$187,301
Loan principal payments held by servicer(1)-2,200
Approved and undrawn credit capacity(2)2,59948,055
Total sources of liquidity$101,674$237,556

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

(2)
Amounts based on existing collateral.

Under the terms of our loan agreements with certain of our borrowers, we require and have oversight of borrower funds held in reserve accounts with third-party loan servicers for our benefit which provide additional collateral support for our loans. Upon the occurrence of certain events or the borrower meeting prescribed conditions in accordance with the terms of the loan agreement, these funds may be transferred by the third-party loan servicers to the borrower subject to our approval. In instances where the borrower is in default under the terms of the loan agreement, we have the ability to direct the third-party loan servicers to release such reserve funds to us to satisfy past due amounts. As of December 31, 2024 and 2023, reserve balances for loans on non-accrual status or delinquent, loans in maturity default, and/or loans risk rated 5 totaled $22.2 million and $16.3 million, respectively, and such amounts are not reflected on our consolidated balance sheets.

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The following table presents a summary of our unencumbered loans receivable as of December 31, 2024 ($ in thousands):

Loan TypeLoan CommitmentUnpaid Principal Balance (1)Carrying Value (2)Property TypeConstructionLocationRisk Rating
Senior$115,250$78,500$78,500HospitalityYNY4
Senior97,00095,21494,827Office-CA4
Senior81,81068,49240,200Office-GA5
Senior1,6511,6511,651Other-Other5
Subordinate886886-Other-NY5
Total, held-for-investment296,597244,743215,178
Senior247,260211,412176,078For Sale Condo-CA
Total, held-for-sale247,260211,412176,078
Total$543,857$456,155$391,256

(1)
For loans receivable held-for-sale, reflects amounts prior to principal charge-offs.

(2)
For loans receivable held-for-investment, reflects amounts net of specific CECL reserves of $28.8 million.

The ability to finance or sell certain of these unencumbered assets is subject to one or more counterparties’ willingness to finance or purchase such loans.

As of December 31, 2024, our mixed-use real estate owned asset with a carrying value of $143.9 million (including related net lease intangible assets) was pledged as collateral to our term participation facility.

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

On May 10, 2024, we entered into an equity distribution agreement with certain sales agents, pursuant to which we may sell, from time to time, up to an aggregate sales price of $150.0 million of our common stock pursuant to a continuous offering program (the “ATM Agreement”) under our Shelf. Sales of our common stock made pursuant to the ATM Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The timing and amount of actual sales will depend on a variety of factors, including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the year ended December 31, 2024, we did not issue any shares of our common stock pursuant to the ATM Agreement, and we incurred $0.5 million of professional and legal fees to establish the program which are included in general and administrative expense on our consolidated statement of operations. As of December 31, 2024, the ATM Agreement has not been utilized, and $150.0 million remained available for issuance of our common stock pursuant to the ATM Agreement.

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Liquidity Needs

In addition to our loan origination and acquisition activity, our primary liquidity needs include future fundings to our borrowers on our unfunded loan commitments, interest and principal payments on outstanding borrowings under our financings, operating expenses, accrued management fees, and dividend payments to our stockholders necessary to satisfy REIT dividend requirements. Additionally, certain financial covenants in our financing agreements require us to maintain minimum levels of liquidity. We currently maintain, and seek to maintain, cash and liquidity to comply with minimum liquidity requirements under our financings. We also seek to maintain excess cash and liquidity to meet our primary liquidity needs, which include principal repayment obligations under certain of our secured financings, and seek to meet such liquidity needs through our primary sources of liquidity as noted above.

As of December 31, 2024, we had approximately $606.0 million of indebtedness scheduled to mature in the coming year with no further maturity extension options available on the respective financings. Of such amount, $85.9 million was repaid in January 2025 in connection with the sale of a loan and $275.0 million relates to our real estate owned hotel portfolio. During the years ended December 31, 2024 and 2023, we made deleveraging payments to certain of our financing counterparties in the amounts of $286.1 million and $357.0 million, respectively, and expect to continue to do so as agreed with our lenders or on an as-needed basis. Our ability to make any future deleveraging payments or required principal repayments will depend upon the results of our operating activities, our financial condition, and the overall market conditions in which we operate, among other factors. In addition, as market conditions evolve, we expect to continue to work with our secured financing counterparties as needed to seek adjustments to the timing and amount of any required principal repayment obligations; however, there is no assurance that such counterparties will agree to modify the required amount or timing of such repayments.

As of December 31, 2024, we had aggregate unfunded loan commitments of $498.3 million which is comprised of funding for capital expenditures and construction, leasing costs, and carry costs. The timing of these fundings will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans and equity contributions from our borrowers, if required. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets, but are expected to occur over the remaining loan term. In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may never become eligible to be drawn on.

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

Contractual Obligations and Commitments

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

Payment Timing
Total ObligationsLess than 1 year1 to 3 years3 to 5 yearsMore than 5 years
Unfunded loan commitments (1)$498,306$251,113$113,086$134,107$-
Unfunded loan commitments for non-accrual, maturity default, risk rated 5 and/or delinquent loans (1)(109,616)(3,102)-(106,514)-
Secured financings, term loan agreement, and debt related to real estate owned - principal (2) (3)4,899,6861,910,1932,699,884289,609-
Secured financings, term loan agreement, and debt related to real estate owned - interest (2) (3)548,071299,766234,72713,578-
Total$5,836,447$2,457,970$3,047,697$330,780$-

(1)
The estimated allocation of our unfunded loan commitments for loans receivable held-for-investment is based on the earlier of our expected funding date and the commitment expiration date. As of December 31, 2024, we have $298.9 million of in-place financings to fund our remaining commitments, excluding $2.6 million of approved and undrawn credit capacity based on existing collateral.

(2)
The allocation of our secured financings and secured term loan is based on the earlier of the fully extended maturity date (assuming conditions to extend are met) of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, and assumes seven loans that are in maturity default that represent collateral for aggregate borrowings outstanding of $354.1 million that are in maturity default have a contractual obligation to pay in less than one year.

(3)
Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured financing agreements and SOFR in effect as of December 31, 2024 will remain constant into the future. Actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to SOFR. Totals exclude non-consolidated senior interests.

In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may not become eligible to be drawn on. Of the $498.3 million of unfunded loan commitments for our loans receivable held-for-investment as of December 31, 2024, the following table details the portion of unfunded loan commitments and in-place financings to fund our remaining commitments for loans receivable held-for-investment whereby conditions to funding are not currently being met,

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including loans on non-accrual status, in maturity default, risk rated 5, and/or which are delinquent in accordance with our revenue recognition policy ($ in thousands):

Unfunded Loan CommitmentsIn-place Financing CommitmentsNet Loan Commitment
Gross total commitment$498,306$298,916$199,390
Non-accrual, maturity default, risk rated 5 and/or delinquent loans(109,616)(68,179)(41,437)
Net loan commitment$388,690$230,737$157,953

Subject to borrowers meeting future funding conditions provided for in our loan agreements, we expect to fund our $158.0 million of net loan commitments over the remaining maximum term of the related loans, which have a weighted average future funding period of 1.9 years.

We incur to our Manager, payable in cash, a base management fee and incentive fee (to the extent earned), which are generally paid quarterly, in arrears. The tables above do not include the amounts payable to our Manager under the Management Agreement which are reflected as management fee payable - affiliate on our consolidated balance sheet.

Loan Maturities

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

Initial MaturityFully Extended Maturity
YearUnpaid Principal Balance(1)Loan Commitment(1)Unpaid Principal Balance(1)Loan Commitment(1)
2025$3,892,684$4,119,534$1,455,465$1,472,326
20261,584,1161,841,7201,580,8001,801,386
2027184,825198,6772,117,4022,375,874
2028--283,345283,345
2029--224,613227,000
Thereafter----
Total$5,661,625$6,159,931$5,661,625$6,159,931

(1)
Excludes $538.7 million in unpaid principal balance and loan commitments of loans receivable held-for-investment that are in maturity default with no available extension options.

Cash Flows

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

December 31, 2024December 31, 2023
Net cash flows provided by operating activities$84,517$111,140
Net cash flows provided by (used in) investing activities779,911(39,337)
Net cash flows used in financing activities(945,817)(205,073)
Net decrease in cash and cash equivalents and restricted cash$(81,389)$(133,270)

We experienced a net decrease in cash, cash equivalents, and restricted cash of $81.4 million during the year ended December 31, 2024, compared to a net decrease of $133.3 million during the year ended December 31, 2023.

During the year ended December 31, 2024, we received $647.2 million from loan repayments, received $636.8 million of loan sale proceeds, and received $1.4 billion of proceeds from borrowings under our financing arrangements, net of payments for deferred financing costs. Additionally, we acquired a loan receivable of $100.0 million in connection with a full loan repayment, made $404.7 million of advances on existing loans, made repayments on financings arrangements of $2.3 billion (inclusive of $286.1 million of deleveraging repayments), and made dividend payments of $120.7 million.

Income Taxes

We have elected and believe we have qualified to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2015. We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, to maintain our REIT status. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay (or are treated as paying) out to our stockholders in a calendar year is less than a minimum amount specified under

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U.S. federal tax laws. Our real estate owned hotel portfolio is held in a TRS. Our TRS is not consolidated for U.S. federal income tax purposes and is taxed separately as a corporation. For financial reporting purposes, a provision or benefit for current and deferred taxes is established for the portion of earnings or expense recognized by us with respect to our TRS.

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

The following table details the income tax treatment for our common stock dividends:

Year Ended
December 31, 2024December 31, 2023December 31, 2022
Ordinary dividends50.6%30.9%100.0%
Capital gain dividends0.0%0.0%0.0%
Nondividend distributions49.4%69.1%0.0%
Total100.0%100.0%100.0%

See Note 13 - Income Taxes to our consolidated financial statements for additional information about our income taxes.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

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

Current Expected Credit Losses

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

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

The WARM method requires us to reference historical loan loss data from a comparable data set and apply such loss rate to each of our loans over their expected remaining duration, taking into consideration expected economic conditions over the forecasted timeframe. Our general CECL reserve reflects our forecast of the current and future macroeconomic conditions that may impact the performance of the commercial real estate assets securing our loans and the borrower’s ultimate ability to repay. These estimates include unemployment rates, price indices for commercial properties, and market liquidity, all of which may influence the likelihood and magnitude of potential credit losses for our loans during their expected remaining duration. Additionally, further adjustments may be

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made based upon loan positions senior to ours, the risk rating of a loan, whether a loan is a construction loan and whether the loan’s initial maturity is near-term, or the economic conditions specific to the property type of a loan’s underlying collateral.

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

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

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

In certain circumstances, we may determine that a loan is no longer suited for the WARM method due to (i) its unique risk characteristics, (ii) we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent and/or (iii) we anticipate assuming legal title/and or physical possession of the underlying collateral property and the fair value of the collateral asset is determined to be below our carrying value. We may instead elect to employ different methods to estimate credit losses that also conform to ASC 326 and related guidance.

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

Fair values used to determine specific reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine specific CECL reserves as of December 31, 2024 include assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates ranging from 6.0% to 9.5%, and market and terminal capitalization rates ranging from 5.0% to 8.25%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, recent and projected property cash flows, and anticipated real estate and capital market conditions.

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

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Real Estate Owned

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

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

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

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

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

There were no impairments of our real estate owned held-for-investment assets through December 31, 2024.

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FY 2023 10-K MD&A

SEC filing source: 0000950170-24-017115.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-20. Report date: 2023-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including those discussed in Part I. Item 1A, “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K.

Introduction

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

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

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income (loss) per share, Distributable Earnings (Loss) per share, Distributable Earnings per share prior to realized gains and losses, which includes principal charge-offs, dividends declared per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the year ended December 31, 2023, we had net income per share of $0.02, Distributable Earnings (Loss) per share of $0.28, and Distributable Earnings per share prior to realized gains and principal charge-offs of $1.31, and dividends declared per share of $1.24. As of December 31, 2023, our book value per share was $16.28, our adjusted book value per share was $17.03, our Net-Debt-to-Equity Ratio was 2.4x, and our Total Leverage Ratio was 2.8x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

Net Income Per Share and Dividends Declared Per Share

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

Three Months EndedYear Ended
December 31, 2023December 31, 2023December 31, 2022
Net income attributable to common stockholders$34,043$6,027$112,064
Weighted average shares of common stock outstanding, basic and diluted138,776,355138,617,043139,306,311
Basic and diluted net income per share of common stock$0.24$0.02$0.79
Dividends declared per share of common stock$0.25$1.24$1.48

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

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Distributable Earnings (Loss)

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

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

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

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

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

The table below summarizes the reconciliation from weighted average diluted shares under GAAP to the weighted average diluted shares used for Distributable Earnings (Loss) for the years ended December 31, 2023 and 2022:

Weighted AveragesDecember 31, 2023December 31, 2022
Diluted Shares - GAAP138,617,043139,306,311
Unvested RSUs2,637,7171,190,126
Diluted Shares - Distributable Earnings (Loss)141,254,760140,496,437

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The following table provides a reconciliation of net income attributable to common stock to Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and principal charge-offs ($ in thousands, except share and per share data):

Three Months EndedYear Ended
December 31, 2023December 31, 2023December 31, 2022
Net income attributable to common stock:$34,043$6,027$112,064
Adjustments:
Non-cash stock-based compensation expense4,46916,5997,457
Provision for current expected credit loss reserve5,247153,68384,361
Depreciation and amortization expense2,5799,2878,041
Amortization of above and below market lease values, net354708-
Unrealized loss (gain) on interest rate cap1,8355,157(6,042)
Gain on extinguishment of debt-(2,217)-
Gain on sale of loan-(575)-
Gain on foreclosure of real estate owned(4,162)(4,162)-
Distributable Earnings prior to realized gains and principal charge-offs$44,365$184,507$205,881
Gain on sale of loan-575-
Gain on extinguishment of debt-2,217-
Principal charge-offs(7,468)(147,361)(11,527)
Distributable Earnings (Loss)$36,897$39,938$194,354
Weighted average diluted shares - Distributable Earnings (Loss)141,321,572141,254,760140,496,437
Diluted Distributable Earnings per share prior to realized gains and principal charge-offs$0.31$1.31$1.47
Diluted Distributable Earnings (Loss) per share$0.26$0.28$1.38

Book Value Per Share

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

The following table sets forth the calculation of our book value and our adjusted book value per share as of December 31, 2023 and 2022 ($ in thousands, except share and per share data):

December 31, 2023December 31, 2022
Equity$2,299,900$2,456,471
Number of shares of common stock outstanding and RSUs141,313,339140,542,274
Book Value per share(1)$16.28$17.48
Add back: accumulated depreciation on real estate owned and accumulated amortization of related lease intangibles$0.18$0.11
Add back: general CECL reserve$0.57$0.61
Adjusted Book Value per share$17.03$18.20

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

II. Our Portfolio

The below table summarizes our loans receivable held-for-investment as of December 31, 2023 ($ in thousands):

Weighted Average(3)
Number of LoansLoan Commitment(1)Unpaid Principal BalanceCarrying Value (2)Yield to Maturity(4)Term to Initial Maturity (in years)Term to Fully Extended Maturity (in years)(5)LTV(6)
Senior and subordinate loans65$8,121,436$7,044,524$6,947,7969.1%1.22.669.2%

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

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(2)
Net of specific CECL reserve of $72.6 million.

(3)
Weighted averages are based on unpaid principal balance.

(4)
Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of December 31, 2023. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.

(5)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

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

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

Property TypeLocationLoan CommitmentUnpaid Principal BalanceCarrying Value Before Principal Charge-OffPrincipal Charge-OffHeld-For-Sale Carrying Value
For Sale CondoFL$160,000$158,180$157,346$-$157,346
MultifamilyFL77,11576,58076,275-76,275
Mixed-UseFL141,79136,77335,556(7,468)28,088
Total$378,906$271,533$269,177$(7,468)$261,709

In January of 2024, we sold these three senior loans to an unaffiliated purchaser. The principal charge-off follows the recognition of an incremental specific CECL reserve in the same amount and is allocated and attributable to the construction status of one loan’s collateral asset and such loan’s $105.0 million of remaining unfunded commitments. As of September 30, 2023, the loans were ascribed loan risk ratings ranging from 2 to 3. As of December 31, 2023, we determined that these loans met the held-for-sale criteria and were not considered in determining our general CECL reserve.

Portfolio Activity and Overview

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

Three Months Ended December 31, 2023Year Ended December 31, 2023Year Ended December 31, 2022
Unpaid principal balance, beginning of period$7,185,948$7,538,525$6,441,238
Initial funding of loans-101,0592,030,456
Advances on loans168,012730,350679,258
Loan repayments(37,903)(584,970)(1,484,880)
Sales of loans receivable-(260,110)(116,020)
Transfer to real estate owned (See Note 5)-(208,797)-
Transfer to loans held-for-sale(271,533)(271,533)-
Principal charge-offs--(11,527)
Total net fundings/(repayments/sales/transfers)(141,424)(494,001)1,097,287
Unpaid principal balance, end of period$7,044,524$7,044,524$7,538,525

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The following table details our individual loan receivables held-for-investment based on unpaid principal balances as of December 31, 2023 ($ in thousands):

Loan NumberLoan typeOrigination DateLoan Commitment(1)Unpaid Principal BalanceCarrying Value (2)Fully Extended Maturity(3)Property Type(4)Construction (4, 5)LocationRisk Rating
1Senior12/16/2021$405,000$401,157$399,4416/16/2027Multifamily-CA3
2Senior11/1/2019390,000390,000389,50811/1/2026Multifamily-NY3
3Senior7/12/2018265,000265,000266,3508/1/2028Hospitality-NY3
4Senior7/26/2021225,000225,000224,7897/26/2026Hospitality-GA3
5Senior6/30/2022227,000216,186214,9476/30/2029Hospitality-CA3
6Senior2/15/2022262,122214,480212,8772/15/2027MultifamilyYCA4
7Senior8/17/2022235,000213,831212,7518/17/2027Hospitality-CA3
8Senior10/18/2019247,260208,928208,92810/18/2024For Sale Condo-CA3
9Senior10/4/2019197,332189,047188,79610/1/2025Mixed-Use-DC3
10Senior9/7/2018182,970182,970182,72310/18/2024Land-NY3
11Senior9/26/2019319,900174,201174,2013/31/2026Office-GA4
12Senior1/14/2022170,000170,000169,4201/14/2027Multifamily-CO3
13Senior4/14/2022193,400168,941168,1164/14/2027Multifamily-MI3
14Senior9/8/2022160,000155,000154,1119/8/2027Multifamily-AZ3
15Senior1/9/2018151,326151,326120,1001/9/2024Land-VA5
16Senior2/28/2019150,000150,000149,9382/28/2024Office-CT4
17Senior12/30/2021136,500136,500136,16012/30/2025Multifamily-PA3
18Senior4/26/2022151,698133,630132,8074/26/2027Multifamily-TX3
19Senior12/10/2021130,000130,000129,65212/10/2026Multifamily-VA3
20Subordinate12/9/2021125,000125,000124,8171/1/2027Office-IL3
21Senior6/17/2022127,250123,346122,4886/17/2027Multifamily-TX3
22Senior9/30/2019122,500122,500122,4902/9/2027Office-NY4
23Senior4/29/2019122,123119,643119,5434/29/2025Mixed-Use-NY3
24Senior3/1/2022122,000119,084118,5222/28/2027Multifamily-TX4
25Senior8/8/2022115,000115,000114,7878/8/2027Multifamily-CO3
26Senior7/20/2021113,500113,500113,6377/20/2026Multifamily-IL3
27Senior2/13/2020124,810112,44291,6402/13/2025Office-CA5
28Senior5/13/2022202,500112,303110,4185/13/2027Mixed-UseYVA3
29Senior6/7/2018104,250104,250105,3431/15/2022HospitalityYNY4
30Senior12/15/2021103,000103,000102,70912/15/2026Mixed-Use-TN3
31Senior3/21/2023101,059101,059100,8864/1/2028Hospitality-CA3
32Senior3/22/2021148,30399,13198,5663/22/2026Other-MA3
33Senior8/2/2021100,00098,21497,8278/2/2026Office-CA4
34Senior1/27/2022100,80096,52996,0821/27/2027Multifamily-NV3
35Senior3/31/202087,75087,75087,7502/9/2025Office-TX4
36Senior12/21/201887,74187,74188,1666/21/2022Land-NY4
37Senior8/1/2022115,25078,50078,3907/30/2026HospitalityYNY4
38Senior11/4/2022140,00078,01876,95111/9/2026OtherYMA3
39Senior1/10/2022130,46177,56076,4631/9/2027Other-PA3
40Senior7/10/201876,36976,36976,3696/10/2024Hospitality-CA4
41Senior7/27/202276,00075,55075,3037/27/2027Multifamily-UT3
42Senior4/5/201975,50075,50075,4534/5/2024Mixed-Use-NY3
43Senior8/27/202184,81071,49251,1408/27/2026Office-GA5
44Senior6/3/202179,60070,65470,4496/3/2026Other-MI3
45Senior12/22/202183,90167,74267,43912/22/2026Multifamily-TX4
46Senior7/31/201967,00067,00067,00010/31/2021Land-NY4
47Senior10/13/2022106,50066,60665,63710/13/2026OtherYNV3
48Senior9/2/2022176,25765,99164,2709/2/2027MultifamilyYUT3
49Senior2/2/202290,00062,71261,9412/2/2027Office-WA3
50Senior1/19/202273,67759,60759,2421/19/2027Hospitality-TN3
51Senior11/24/202160,25553,03552,66211/24/2026Multifamily-NV3
52Senior3/15/202253,30050,16449,9573/15/2027Multifamily-AZ4
53Senior2/4/202244,76838,75338,5602/4/2027Multifamily-TX4
54Subordinate7/2/202130,20030,20030,3137/2/2024Land-FL3
55Senior4/18/201930,00030,00029,9505/1/2024Land-MA3
56Senior1/4/202232,79529,51929,2631/4/2027OtherYGA3
57Senior2/17/202228,47924,86524,7582/17/2027Multifamily-TX3
58Senior2/25/202253,98422,39621,8982/25/2027OtherYGA3
59Senior4/19/202223,37816,17415,9714/19/2027OtherYGA3
60Senior2/18/202232,08314,88214,5932/18/2027OtherYFL3
61Senior4/19/202224,24511,11610,8924/19/2027OtherYGA3
62Senior8/2/201910,64510,64510,8682/2/2024For Sale Condo-NY3
63Senior7/1/20191,8991,8991,89912/30/2020Other-Other5
64Subordinate8/2/2018886886-7/9/2023Other-NY5
65Senior12/21/2022112,100-(1,121)12/21/2027MultifamilyYWA3
Total$8,121,436$7,044,524$6,947,796
General CECL reserve(70,371)
Grand Total/Weighted Average$8,121,436$7,044,524$6,877,42517.1%3.3

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

(2)
Net of specific CECL reserve of $72.6 million.

(3)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

(4)
Classification of property type and construction status reflect the state of collateral as of December 31, 2023.

(5)
Percent of total construction loans based on loan commitments as of December 31, 2023.

Real Estate Owned

On February 8, 2021, we acquired legal title to a portfolio of seven limited service hotels located in New York, NY through a foreclosure. Prior to the foreclosure, the hotel portfolio represented the collateral for a mezzanine loan held by us with an unpaid principal balance of $103.9 million and a securitized senior mortgage with an unpaid principal balance of $300.0 million held by third parties. Both loans were in default as a result of the borrower failing to pay debt service. Upon foreclosure, we assumed the securitized senior

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mortgage, which is non-recourse to us, and recorded a gain of $1.4 million based upon the hotel portfolio’s $414.0 million estimated fair value as determined by a third-party appraisal. As of December 31, 2023, the hotel portfolio appears as part of real estate owned, net on our consolidated balance sheet and is encumbered by a $290.0 million securitized senior mortgage, which is included as a liability on our consolidated balance sheet. On February 7, 2024, we modified this loan agreement to provide for, among other things, an extension of the contractual maturity date to November 9, 2024, a $10.0 million principal paydown, and partial recourse to us.

On June 30, 2023, we acquired legal title to a mixed-use property located in New York, NY and the equity interests therein through an assignment-in-lieu of foreclosure. The mixed-use property contains office, retail, and signage components. Prior to the assignment-in-lieu of foreclosure, the mixed-use property and a pledge of equity interests therein represented the collateral for a senior loan with an unpaid principal balance of $208.8 million, which was in default as a result of the borrower failing to pay debt service. As of December 31, 2023, the mixed-use property appears as part of real estate owned, net and related lease intangibles, net appear within other assets and other liabilities on our consolidated balance sheet and is unencumbered.

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

Asset Management

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

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

Our Manager evaluates the credit quality of each of our loans receivable on an individual basis and assigns a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include, but are not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type and other more subjective variables that include, but is not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions and sponsor’s financial stability. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, respectively. The weighted average risk rating of our total loan portfolio was 3.3 at December 31, 2023.

Current Expected Credit Losses

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

During the year ended December 31, 2023, we recorded a provision for current expected credit losses of $153.7 million, which consisted of a $159.6 million increase in our specific CECL reserve prior to principal charge-offs, and a reversal of $6.0 million of general CECL reserves. The reversal of general CECL reserves was primarily attributable to the seasoning of our portfolio and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve, partially offset by deteriorating macroeconomic conditions. As of December 31, 2023, our total current expected credit loss reserve was $152.7 million. See discussion above regarding principal charge-offs related to loans classified as held-for-sale as of December 31, 2023.

During the year ended December 31, 2022, we recorded a provision for current expected credit losses of $84.4 million, which consisted of a $65.5 million increase in our specific CECL reserve prior to a principal charge-off, and an increase of $18.9 million in

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our general CECL reserve. The increase in the total current expected credit loss reserve was primarily attributable to additional specific CECL reserves, an increase in the size of the portfolio and deteriorating macroeconomic conditions. As of December 31, 2022, our total current expected credit loss reserve was $146.4 million.

Specific CECL Reserves

The following table presents a summary of our loans receivable held-for-investment with specific CECL reserves as of December 31, 2023 ($ in thousands):

Property TypeLocationUnpaid Principal BalanceCarrying Value Before Specific CECL ReserveSpecific CECL ReserveNet Carrying Value
LandVA$151,326$151,326$31,226$120,100
OfficeCA112,442112,16320,52391,640
OfficeGA71,49271,09419,95451,140
OtherNY886884884-
Total$336,146$335,467$72,587$262,880

During the three months ended September 30, 2023, we recorded a specific CECL reserve of $30.6 million in connection with a senior loan with a borrower that is experiencing financial difficulty and the loan is in maturity default. During the three months ended December 31, 2023, we recorded additional specific CECL reserves totaling $0.6 million as a result of protective advances made during the quarter, resulting in a total specific CECL reserve of $31.2 million. The loan is secured by land in Arlington, VA and as of December 31, 2023, has an unpaid principal balance and carrying value prior to any specific CECL reserve of $151.3 million and is in maturity default. Effective January 1, 2023, this loan was placed on non-accrual status.

During the three months ended September 30, 2023, we recorded a specific CECL reserve of $20.6 million in connection with a senior loan with a borrower that is experiencing financial difficulty. During the three months ended December 31, 2023, we reduced the specific CECL reserve based on changes to the collateral value, resulting in a total specific CECL reserve of $20.5 million. The loan is secured by an office building in San Francisco, CA and a pledge of equity interests therein. As of December 31, 2023, this loan has an unpaid principal balance and carrying value prior to any specific CECL reserve of $112.4 million and $112.2 million, respectively, and an initial maturity date of February 13, 2024. Effective September 1, 2023, this loan was placed on non-accrual status.

During the three months ended September 30, 2023, we recorded a specific CECL reserve of $19.8 million in connection with a senior loan with a borrower that is experiencing financial difficulty. During the three months ended December 31, 2023, we reduced the specific CECL reserve based on changes to the collateral value, resulting in a total specific CECL reserve of $20.0 million. The loan is secured by an office building in Atlanta, GA and a pledge of equity interests therein. As of December 31, 2023, this loan has an unpaid principal balance and carrying value prior to any specific CECL reserve of $71.5 million and $71.1 million, respectively, and an initial maturity date of August 27, 2024. Effective September 1, 2023, this loan was placed on non-accrual status.

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

During the three months ended December 31, 2022, we recorded a specific CECL reserve of $18.3 million in connection with a senior loan with a borrower that was experiencing financial difficulty. The loan had a then unpaid principal balance of $138.8 million, a carrying value prior to any specific CECL reserve of $138.3 million and an initial maturity date of August 8, 2024. The loan, which was comprised of a portfolio of uncrossed loans, was collateralized by a portfolio of multifamily properties located in San Francisco, CA. During the three months ended June 30, 2023, we recorded an additional specific CECL reserve of $18.8 million due to a revised valuation of the collateral properties. During the three months ended September 30, 2023, we sold the loan and recorded a principal charge-off of $73.0 million following the recognition of an incremental specific CECL reserve of $35.9 million due to a further decline in the value of the collateral properties. Effective December 1, 2022 and through the date of the loan sale, the loan was placed on non-accrual status. Prior to the loan sale and while the loan was on non-accrual status during 2023, we received payments of $1.1 million which were treated as a reduction in our carrying value.

During the three months ended December 31, 2022, we recorded a specific CECL reserve of $42.0 million in connection with a senior loan with a borrower that was experiencing financial difficulty. The loan was secured by a mixed-use building in New York, NY and a pledge of equity interests therein with an unpaid principal balance and carrying value prior to any specific CECL reserve of $208.8 million and an initial maturity date of February 1, 2023. On June 30, 2023, we obtained legal title to the collateral through an

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assignment-in-lieu of foreclosure and during the three months ended June 30, 2023 we recorded an additional specific CECL reserve of $29.2 million prior to a principal charge-off of $71.2 million. See Note 5 - Real Estate Owned for further detail. Effective November 1, 2022 and through the date of the assignment-in-lieu of foreclosure, this loan was placed on non-accrual status. Prior to obtaining legal title to the collateral and while the loan was on non-accrual status during 2023, we recognized $8.3 million of interest income.

Fair market values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair market values used to determine specific CECL reserves as of December 31, 2023 include assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, discount rates ranging from 7.5% to 9.5%, and market and terminal capitalization rates ranging from 6.0% to 8.3%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, and anticipated real estate and capital market conditions.

Portfolio Financing

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

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

December 31, 2023
CapacityBorrowing OutstandingWeighted Average Spread(1)
Repurchase agreements and term participation facility$5,709,907$4,271,112+ 2.76%
Loan participations sold120,634120,634+ 4.15%
Notes payable419,867286,827+ 3.10%
Secured term loan725,452725,452+ 4.50%
Debt related to real estate owned290,000290,000+ 2.83%
Total / weighted average$7,265,860$5,694,025+ 3.03%

(1)
Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. One-month term Secured Overnight Financing Rate (“SOFR”) as of December 31, 2023 was 5.35%. Fixed rate loans are presented as a spread over the relevant floating benchmark rates.

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

Repurchase Agreements and Term Participation Facility

We finance certain of our loans using repurchase agreements and a term participation facility. As of December 31, 2023, aggregate borrowings outstanding under our repurchase agreements and term participation facility totaled $4.3 billion, with a weighted average coupon of SOFR plus 2.76% per annum based on unpaid principal balance. As of December 31, 2023, outstanding borrowings under these facilities had a weighted average term to initial maturity and fully extended maturity of 1.2 years and 2.7 years, respectively, assuming all conditions to extend are met.

Each repurchase agreement contains “margin maintenance” provisions, which are designed to allow the counterparty to require the delivery of cash or other assets to de-lever financings on assets that are determined to have experienced a diminution in value. Since inception through December 31, 2023, we have not received any margin calls under any of our repurchase agreements. As of December 31, 2023, six of our loans were financed under the term participation facility.

Loan Participations Sold

We finance certain of our loans via the sale of a participation in such loans, and we present the loan participations sold as a liability on our consolidated balance sheet when such arrangements do not qualify as sales under GAAP. In instances where we have multiple loan participations with the same lender, the financings are generally not cross-collateralized. Each of our loan participations sold is generally term-matched to its underlying loan. As of December 31, 2023, two of our loans were financed with loan participations sold.

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Notes Payable

We finance certain of our loans via secured financings that are generally non-recourse and are term-matched to the underlying loan. We refer to such financings as notes payable and they are secured by the related loans receivable. As of December 31, 2023, five of our loans were financed with notes payable.

Secured Term Loan

We have a secured term loan which we originally entered into on August 9, 2019. Our secured term loan is presented net of any original issue discount and transaction expenses which are deferred and recognized as interest expense over the life of the loan using the effective interest method. The secured term loan matures on August 9, 2026 and as of December 31, 2023 has an unpaid principal balance of $725.5 million and a carrying value of $712.6 million. During the year ended December 31, 2023, we purchased and retired $22.0 million of principal of our secured term loan for a price of $19.3 million, recognizing a $2.2 million gain on extinguishment of debt, inclusive of $0.5 million of unamortized deferred financing costs.

Debt Related to Real Estate Owned

On February 8, 2021 in connection with a foreclosure of a hotel portfolio we assumed a securitized senior mortgage, which is non-recourse to us, with a then unpaid principal balance of $300.0 million. On June 2, 2021, the terms of the securitized senior mortgage were modified to include an extension of the maturity date to February 9, 2024 and a principal repayment of $10.0 million. As of December 31, 2023, our debt related to real estate owned has an unpaid principal balance of $290.0 million, a carrying value of $289.9 million and a stated rate of one-month SOFR plus 2.83%, subject to a one-month SOFR floor of 0.75%. See Derivatives below for further detail of our interest rate cap. On February 7, 2024, we modified this loan agreement to provide for, among other things, an extension of the contractual maturity date to November 9, 2024, a $10.0 million principal paydown, and partial recourse to us. Concurrent with this modification, we purchased an interest rate cap for $0.5 million which provides for a strike rate of 5.00% through the extended contractual maturity date.

Derivatives

As part of the agreement to amend the terms of our debt related to real estate owned on June 2, 2021, we acquired an interest rate cap with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024 for $275,000. The fair value of the interest rate cap is $0.9 million at December 31, 2023.

The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 5.83%. Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. During the years ended December 31, 2023 and 2022, we recognized approximately $6.1 million and $0.5 million, respectively, as proceeds from interest rate cap.

On February 7, 2024, we modified our debt related to real estate owned and concurrently purchased an interest rate cap for $0.5 million which provides for a strike rate of 5.00% through the extended contractual maturity date.

Short-Term Funding Facility

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

Financial Covenants

Our financing agreements generally contain certain financial covenants. For example, our ratio of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), to interest charges, as defined in the agreements, shall be not less than either 1.3 to 1.0 or 1.5 to 1.0. Further, (i) our tangible net worth, as defined in the agreements, shall not be less than $2.06 billion as of each measurement date plus 75% of proceeds from future equity issuances; (ii) cash liquidity shall not be less than the greater of (x) $50 million or (y) 5% of our recourse indebtedness; and (iii) our indebtedness shall not exceed 77.8% of our total assets. As of December 31, 2023 and December 31, 2022, we are in compliance with all covenants under our financing agreements. The requirements set forth in (i) through (iii) above are based upon the most restrictive financial covenants in place as of the reporting date. For the quarters ended December 31, 2023 and March 31, 2024, we modified certain of our EBITDA to interest charges covenants to provide for a minimum ratio of 1.3 to

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1.0 for such covenants which previously required a minimum ratio of 1.4 to 1.0. Future compliance with our financial covenants is dependent upon the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate. As market conditions evolve, we may work with our counterparties to request modifications of financial covenants as needed.

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

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

The following table summarizes our non-consolidated senior interests and related retained subordinate interests as of December 31, 2023 ($ in thousands):

Loan CountLoan CommitmentUnpaid Principal BalanceCarrying ValueWeighted Average Spread (2)Term to Initial Maturity (in years)Term to Fully Extended Maturity (in years)(3)
Floating rate non-consolidated senior loans (1)1$57,300$57,300N/A+ 4.46%0.50.5
Retained floating rate subordinate loans1$30,200$30,200$30,313+ 12.86%0.50.5
Fixed rate non-consolidated senior loans1$830,000$830,000N/A3.47%3.03.0
Retained fixed rate subordinate loans1$125,000$125,000$124,8178.50%3.03.0

(1)
Non-consolidated senior interests are indexed to SOFR, which was 5.35% at December 31, 2023.

(2)
Weighted average is based on unpaid principal balance.

(3)
Term to fully extended maturity is determined based on the maximum maturity of each of the corresponding loans, assuming all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

Floating and Fixed Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and financing them with floating rate liabilities. Further, we seek to match the benchmark index in the floating rate loans we originate with the benchmark index used in the related floating rate financings. Generally, we use SOFR as the benchmark index in both our floating rate loans and floating rate financings. As of December 31, 2023, 98.0% of our loans based on unpaid principal balance were floating rate and indexed to SOFR. The majority of our floating rate loans were financed with floating rate liabilities indexed to SOFR, which resulted in approximately $1.2 billion of net floating rate exposure.

The following table details our net floating rate exposure as of December 31, 2023 ($ in thousands):

Net Floating Rate Exposure(1)
Floating rate assets$6,906,094
Floating rate liabilities(5,674,025)
Net floating rate exposure$1,232,069

(1)
Our floating rate loans and related liabilities are all indexed to SOFR, which as of December 31, 2023 was 5.35%. Includes $341.8 million of net floating rate exposure related to loans on non-accrual status.

As of December 31, 2023, we have an interest rate cap on our debt related to real estate owned with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024. The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 5.83%. On February 7, 2024, we modified our debt related to real estate owned and concurrently purchased an interest rate cap for $0.5 million which provides for a strike rate of 5.00% through the extended contractual maturity date. We have not employed other interest rate derivatives (interest rate swaps, caps, collars or floors) to hedge our asset or liability portfolio, but we may do so in the future.

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Results of Operations – Years Ended December 31, 2023 and 2022:

Operating Results

The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2023 and 2022 ($ in thousands, except per share data):

Year Ended
December 31, 2023December 31, 2022$ Change% Change
Revenue
Interest and related income$697,874$470,668$227,20648%
Less: interest and related expense470,512246,937223,57591%
Net interest income227,362223,7313,6312%
Revenue from real estate owned79,19063,47015,72025%
Total net revenue306,552287,20119,3517%
Expenses
Management fees - affiliate38,15339,461(1,308)-3%
Incentive fees - affiliate1,558-1,558100%
General and administrative expenses16,60518,686(2,081)-11%
Stock-based compensation expense16,5997,4579,142123%
Real estate owned:
Operating expenses49,50241,9827,52018%
Interest expense23,63014,1709,46067%
Depreciation and amortization9,2878,0411,24615%
Total expenses155,334129,79725,53720%
Gain on sale of loan57530,090(29,515)-98%
Proceeds from interest rate cap6,1014955,6061133%
Unrealized (loss) gain on interest rate cap(5,157)6,042(11,199)-185%
Gain on foreclosure of real estate owned4,162-4,162100%
Income from equity method investment5942,485(1,891)-76%
Gain on extinguishment of debt2,217-2,217100%
Provision for current expected credit loss reserve(153,683)(84,361)(69,322)82%
Net income$6,027$112,155$(106,128)-95%
Net income attributable to non-controlling interests-91(91)-100%
Net income attributable to common stock$6,027$112,064$(106,037)-95%
Net income per share of common stock:
Basic and diluted$0.02$0.79$(0.77)-97%

Comparison of the Years Ended December 31, 2023 and 2022

Revenue

Total net revenue increased $19.3 million during the year ended December 31, 2023, as compared to December 31, 2022. The increase is primarily due to an increase in revenue from real estate owned of $15.7 million due to higher overall average occupancy, ADR, and RevPAR levels at the hotel portfolio compared to the year ended December 31, 2022 and revenue generated from the mixed-use property we acquired legal title to on June 30, 2023. The increase was also due to an increase in net interest income of $3.6 million for the comparative period, which was driven by an increase in interest income of $227.2 million, primarily as a result of reference rate increases and an increased average loans receivable balance, partially offset by a greater portion of the loan portfolio being on non-accrual during the year ended December 31, 2023, and further offset by an increase in interest expense of $223.6 million as a result of increased borrowing levels and reference rate increases.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, incentive fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation and amortization on real estate owned. Expenses increased by $25.5 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to:

(i)
an increase in interest expense on debt related to real estate owned of $9.5 million primarily as a result of reference rate increases over the comparative period;

(ii)
an increase in stock-based compensation of $9.1 million during the comparative period, due to restricted stock units

granted in June 2022 being outstanding for the full period in 2023 and additional awards granted in 2023;

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(iii)
an increase in operating expenses from real estate owned of $7.5 million during the comparative period, due to increased

variable operating expenses in connection with higher occupancy levels at the hotel portfolio during the comparative

period and expenses incurred at the mixed-use property we acquired legal title to on June 30, 2023;

(iv)
an increase in incentive fees of $1.6 million as a result of core earnings over the trailing four quarters being in excess of a

7% hurdle as of March 31, 2023;

(v)
partially offset by a decrease in general and administrative expenses of $2.1 million primarily as a result of decreases in

non-recurring charges as well as certain corporate overhead items incurred compared to the comparative period;

(vi)
further offset by a decrease in management fees of $1.3 million as a result of lower stockholders’ equity over the

comparative period due to shares repurchased in 2022 and principal charge-offs taken.

Gain on Sale of Loan

During the year ended December 31, 2023, we realized a gain on the sale of a loan of $0.6 million. During the year ended December 31, 2022, we realized a gain on the sale of a loan of $30.1 million.

Proceeds from Interest Rate Cap

Proceeds from interest rate cap were $5.6 million higher during the comparative period due to SOFR exceeding our interest rate

cap’s 3% strike rate during 2023.

Unrealized (Loss) Gain on Interest Rate Cap

During the year ended December 31, 2023, we recognized a $5.2 million unrealized loss on interest rate cap, compared to a $6.0 million unrealized gain on interest rate cap during the year ended December 31, 2022. The fair value of the interest rate cap increases as interest rates increase, decreases as the interest rate cap approaches maturity, and further fluctuates following shifts in the forward curve.

Gain on Foreclosure of Real Estate Owned

During the year ended December 31, 2023, we recorded an out-of-period adjustment of $4.2 million, representing an over accrual of accounts payable assumed upon foreclosure of our hotel portfolio in 2021 and, accordingly, we recorded an adjustment on our consolidated statement of operations during the year ended December 31, 2023 to correct the prior period understatement of the gain on foreclosure. During the year ended 2022, there was no such adjustment.

Income from Equity Method Investment

During the year ended December 31, 2023, we recognized income from equity method investment of $0.6 million compared to $2.5 million recognized during the year ended December 31, 2022 as a result of a decline in income earned by our investee, driven primarily by the loans held by the equity method investee being placed on non-accrual status effective April 1, 2023.

Gain on Extinguishment of Debt

During the year ended December 31, 2023, we recognized a gain on extinguishment of debt of $2.2 million, inclusive of $0.5 million of unamortized deferred financing costs, as a result of the retirement of $22.0 million of principal of our secured term loan for a price of $19.3 million. During the year ended 2022, there was no such activity.

Provision for Current Expected Credit Loss Reserve

During the year ended December 31, 2023, we recorded a provision for current expected credit losses of $153.7 million, primarily attributable to a $159.6 million increase in our specific CECL reserves prior to principal charge-offs, and a $6.0 million reversal of our general CECL reserves attributable to seasoning of and a reduction in the size of our loan portfolio, offset by deteriorating macroeconomic conditions. During the year ended December 31, 2022, we recorded a provision for current expected credit losses of $84.4 million, primarily attributable to a $65.5 million increase in our specific CECL reserves prior to principal charge-offs, and a $18.9 million increase in our general CECL reserves attributable to an increase in the size of our portfolio and deteriorating macroeconomic conditions.

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See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Year Ended December 31, 2022 and 2021” in our Form 10-K, which is accessible on the SEC’s website at www.sec.gov, for a comparison of year ended December 2022 and 2021.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and our secured term loan. As of December 31, 2023, we had 138,745,357 shares of our common stock outstanding, representing $2.3 billion of equity, and also had $5.7 billion of outstanding borrowings under our secured financings, our secured term loan, and our debt related to real estate owned. As of December 31, 2023, our secured financings consisted of six repurchase agreements with capacity of $5.1 billion and an outstanding balance of $3.8 billion, a term participation facility with capacity of $654.4 million and an outstanding balance of $465.4 million, seven asset-specific financings with capacity of $540.5 million and an outstanding balance of $407.5 million and a short-term funding facility with capacity of $150.0 million and no outstanding balance. As of December 31, 2023, our secured term loan had an outstanding balance of $725.5 million and our debt related to real estate owned had an outstanding balance of $290.0 million.

Net Debt-to-Equity Ratio and Total Leverage Ratio

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

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

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

The following table presents our Net Debt-to-Equity Ratios and Total Leverage Ratios as of December 31, 2023 and 2022 ($ in thousands):

December 31, 2023December 31, 2022
Asset-specific debt$4,964,874$4,927,098
Secured term loan, net712,576736,853
Total debt5,677,4505,663,951
Less: cash and cash equivalents(187,301)(306,456)
Net Debt$5,490,149$5,357,495
Total Equity$2,299,900$2,456,471
Net Debt-to-Equity Ratio2.4x2.2x
Non-consolidated senior loans887,300968,302
Total Leverage$6,377,449$6,325,797
Total Leverage Ratio2.8x2.6x

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, interest income from our loans, loan repayments, available borrowings under our repurchase agreements based on existing collateral, identified borrowing capacity related to our notes payable and loan participations sold based on existing collateral, proceeds from the issuance of incremental secured term loan or other corporate debt issuances, and proceeds from the issuance of our common stock. As circumstances warrant, we and our subsidiaries may also issue common equity, preferred equity and/or debt, incur other debt, including term loans, or explore sales of certain of our loan receivables

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or real estate owned properties from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The following table sets forth, as of December 31, 2023 and 2022, our sources of available liquidity ($ in thousands):

December 31, 2023December 31, 2022
Cash and cash equivalents$187,301$306,456
Loan principal payments held by servicer(1)2,200-
Approved and undrawn credit capacity (2)48,055213,113
Total sources of liquidity$237,556$519,569

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

(2)
Amounts based on existing collateral.

In January of 2024, we sold three senior loans to an unaffiliated purchaser resulting in additional available liquidity of $77.0 million after repayment of associated financings and transaction costs.

As of December 31, 2023 and February 16, 2024, we have $432.7 million unpaid principal balance of unencumbered loans receivable held-for-investment, respectively. As of December 31, 2023 and February 16, 2024, we have unencumbered mixed-use real estate owned and net lease intangible assets with a carrying value of $147.1 million and $146.8 million, respectively. Our ability to finance certain of these unencumbered loans, or our real estate owned asset is subject to one or more counterparties' willingness to finance such loans.

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

Liquidity Needs

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

As of December 31, 2023, we had aggregate unfunded loan commitments of $1.1 billion which is comprised of funding for capital expenditures and construction, leasing costs, and interest and carry costs. The timing of these fundings will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan commitments over the remaining maximum term of the related loans, which have a weighted average future funding period of 3.0 years.

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

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Contractual Obligations and Commitments

Our contractual obligations and commitments as of December 31, 2023 were as follows ($ in thousands):

Payment Timing
Total ObligationsLess than 1 year1 to 3 years3 to 5 yearsMore than 5 years
Unfunded loan commitments(1)$1,076,912$564,437$306,305$206,170$-
Secured financings, secured term loan, and debt related to real estate owned —principal and interest(2,3,4)6,693,4691,600,6903,637,1641,455,615-
Total$7,770,381$2,165,127$3,943,469$1,661,785$-

(1)
The estimated allocation of our unfunded loan commitments is based on the earlier of our expected funding date and the commitment expiration date. As of December 31, 2023, we have $670.8 million of expected or in-place financings to fund our remaining commitments, excluding $48.1 million of approved and undrawn credit capacity based on existing collateral. Amounts exclude unfunded loan commitments for loans receivable classified as held-for-sale as of December 31, 2023.

(2)
The allocation of our secured financings and secured term loan is based on the earlier of the fully extended maturity date (assuming conditions to extend are met) of each individual borrowing or the maximum maturity date under the respective agreement, and assumes five loans with aggregate borrowings outstanding of $250.7 million that are in maturity default have a contractual obligation to pay in less than one year.

(3)
Assumes two loans with aggregate borrowings outstanding of $184.2 million classified as held-for-sale as of December 31, 2023 have a contractual obligation to pay in less than one year, as the loans were subsequently sold in January of 2024 and the associated borrowings were repaid in full.

(4)
Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured financing agreements and SOFR in effect as of December 31, 2023 will remain constant into the future. This is only an estimate, as actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to SOFR. Totals exclude non-consolidated senior interests.

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

Loan Maturities

The following table summarizes the future scheduled repayments of principal for loans receivable held-for-investment as of December 31, 2023 ($ in thousands):

Initial MaturityFully Extended Maturity
YearUnpaid Principal Balance(1)Loan Commitment(1)Unpaid Principal Balance(1)Loan Commitment(1)
2024$2,904,626$3,091,827$915,938$954,270
20252,394,7542,823,954645,382668,515
20261,358,3671,818,8781,819,0932,200,019
2027125,000125,0002,820,0923,443,796
2028--366,059366,059
Thereafter--216,183227,000
Total$6,782,747$7,859,659$6,782,747$7,859,659

(1)
Excludes $261.8 million in unpaid principal balance of loans that are in maturity default with no available extension options.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the years ended December 31, 2023 and 2022 ($ in thousands):

December 31, 2023December 31, 2022
Net cash flows provided by operating activities$111,140$111,028
Net cash flows used in investing activities(39,337)(773,302)
Net cash flows (used in) provided by financing activities(205,073)676,297
Net (decrease) increase in cash and cash equivalents and restricted cash$(133,270)$14,023

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We experienced a net decrease in cash and cash equivalents and restricted cash of $133.3 million during the year ended December 31, 2023, compared to a net increase of $14.0 million during the year ended December 31, 2022.

During the year ended December 31, 2023, we made initial fundings of $101.1 million of new loans and $668.7 million of advances on existing loans and made repayments on financings arrangements of $1.0 billion. We received $1.0 billion of proceeds from borrowings under our financing arrangements, received $550.1 million from loan repayments and received $186.7 million of loan sale proceeds.

Income Taxes

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

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our REIT taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of December 31, 2023, we were in compliance with all REIT requirements.

The following table details the income tax treatment for our common stock dividends:

Year Ended
December 31, 2023December 31, 2022December 31, 2021
Ordinary dividends30.9%100.0%98.2%
Capital gain dividends0.0%0.0%1.8%
Nondividend distributions69.1%0.0%0.0%
Total100.0%100.0%100.0%

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

Off-Balance Sheet Arrangements

As of December 31, 2023, we had no off-balance sheet arrangements aside from those discussed in Note 3 - Loan Portfolio, Note 4 - Equity Method Investment, and Note 14 - Commitments and Contingencies.

Critical Accounting Policies and Estimates

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

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

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Current Expected Credit Losses

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

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

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

To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage-backed securities database licensed by a third party, Trepp, LLC, which contains historical loss data from January 1, 1999 through December 31, 2023. We believe this CMBS data is the most relevant, available, and comparable dataset to our portfolio.

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

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

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

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

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Real Estate Owned

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

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

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

Real estate assets are evaluated for indicators of impairment on a quarterly basis. Factors that we may consider in our impairment analysis include, among others: (1) significant underperformance relative to historical or anticipated operating results; (2) significant negative industry or economic trends; (3) costs necessary to extend the life or improve the real estate asset; (4) significant increase in competition; and (5) ability to hold and dispose of the real estate asset in the ordinary course of business. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows expected to be generated by the real estate asset over the estimated remaining holding period is less than the carrying amount of such real estate asset. Cash flows include operating cash flows and anticipated capital proceeds generated by the sale of the real estate asset. If the sum of such estimated undiscounted cash flows is less than the carrying amount of the real estate asset, an impairment charge is recorded equal to the excess of the carrying value of the real estate asset over its estimated fair value. When determining the estimated fair value of a real estate asset, we make certain assumptions including consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate. There were no impairments of our real estate assets through December 31, 2023.

FY 2022 10-K MD&A

SEC filing source: 0000950170-23-003074.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-16. Report date: 2022-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part 1. Item 1A, “Risk Factors”and "Cautionary Note Regarding Forward-Looking Statements" in this Annual Report on Form 10-K.

Introduction

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

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

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income per share, dividends declared per share, Distributable Earnings per share, Distributable Earnings excluding realized losses per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the year ended December 31, 2022, we had net income per share of $0.79, dividends declared per share of $1.48, Distributable Earnings per share of $1.38, and Distributable Earnings excluding realized losses per share of $1.47. As of December 31, 2022, our book value per share was $17.48, our adjusted book value per share was $18.20, our Net-Debt-to-Equity Ratio was 2.2x, and our Total Leverage Ratio was 2.6x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

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Net Income Per Share and Dividends Declared Per Share

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

Three Months EndedYear Ended
December 31, 2022December 31, 2022December 31, 2021
Net (loss) income attributable to common stockholders$(22,653)$112,064$170,537
Weighted average shares of common stock outstanding, basic and diluted138,457,076139,306,311134,539,645
Basic and diluted net (loss) income per share of common stock$(0.17)$0.79$1.27
Dividends declared per share of common stock$0.37$1.48$1.48

Distributable Earnings

Distributable Earnings is a non-GAAP measure used to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager, that we believe are not necessarily indicative of our current performance and operations. Distributable Earnings is a non-GAAP measure, which we define as net income in accordance with GAAP, excluding (i) non-cash stock-based compensation expense (income), (ii) real estate depreciation and amortization, (iii) any unrealized gains or losses from mark-to-market valuation changes (other than permanent impairments) that are included in net income for the applicable period, (iv) one-time events pursuant to changes in GAAP and (v) certain non-cash items, which in the judgment of our Manager, should not be included in Distributable Earnings. Pursuant to the Management Agreement, we use Core Earnings, which is substantially the same as Distributable Earnings excluding incentive fees, to determine the incentive fees we pay our Manager. Distributable Earnings is substantially the same as Core Earnings, as defined in the Management Agreement, for the periods presented.

Distributable Earnings, and other similar measures, have historically been a useful indicator of a mortgage REITs’ ability to cover its dividends, and to mortgage REITs themselves in determining the amount of any dividends. Distributable Earnings is a key factor, among others, considered by the Board in setting the dividend and as such we believe Distributable Earnings is useful to investors. Accordingly, we believe providing Distributable Earnings on a supplemental basis to our net income as determined in accordance with GAAP is helpful to our stockholders in assessing the overall performance of our business.

We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flows from operating activities determined in accordance with GAAP. We believe Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager, that we believe are not necessarily indicative of our current performance and operations. Distributable Earnings does not represent net income or cash flows from operating activities and should not be considered as an alternative to GAAP net income, an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures and, accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.

While Distributable Earnings excludes the impact of our unrealized current provision for credit losses, loan losses are charged off and recognized through Distributable Earnings when deemed non-recoverable. Non-recoverability is determined (i) upon the resolution of a loan (i.e. when the loan is repaid, fully or partially, or in the case of foreclosure, when the underlying asset is sold), or (ii) with respect to any amount due under any loan, when such amount is determined to be non-collectible. During the year ended December 31, 2022, we recorded a $84.4 million increase in the CECL reserve, which has been excluded from Distributable Earnings.

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In determining distributable earnings per share, the dilutive effect of unvested RSUs is considered. The weighted-average diluted shares outstanding used for Distributable Earnings has been adjusted from weighted-average diluted shares under GAAP to include unvested RSUs.

The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Distributable Earnings:

Weighted-AveragesDecember 31, 2022December 31, 2021
Diluted Shares - GAAP139,306,311134,539,645
Unvested RSUs1,190,126-
Diluted Shares - Distributable Earnings140,496,437134,539,645

The following table provides a reconciliation of net (loss) income attributable to common stock to Distributable Earnings ($ in thousands, except share and per share data):

Three Months EndedYear Ended
December 31, 2022December 31, 2022December 31, 2021
Net (loss) income attributable to common stock:$(22,653)$112,064$170,537
Adjustments:
Non-cash stock-based compensation expense3,4277,4578,812
Provision for (reversal of) current expected credit loss reserve71,37784,361(8,962)
Gain on foreclosure of real estate owned(1,430)
Other income(5,855)
Depreciation expense2,0398,0417,113
Unrealized gain on interest rate cap(429)(6,042)
Distributable Earnings prior to principal charge-offs$53,761$205,881$170,215
Principal charge-offs(27)(11,527)(1,761)
Distributable Earnings$53,734$194,354$168,454
Weighted average diluted shares - Distributable Earnings140,616,356140,496,437134,539,645
Diluted Distributable Earnings per share prior to principal charge-offs$0.38$1.47$1.27
Diluted Distributable Earnings per share$0.38$1.38$1.25

Book Value Per Share

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

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

December 31, 2022December 31, 2021
Total Stockholders’ Equity$2,456,471$2,604,267
Non-controlling interest(37,636)
Stockholders’ Equity, net of non-controlling interest$2,456,471$2,566,631
Number of shares of common stock outstanding and RSUs140,542,274139,840,088
Book Value per share(1)$17.48$18.35
Add back: accumulated depreciation on real estate owned$0.11$0.05
Add back: general CECL reserve$0.61$0.48
Adjusted Book Value per share$18.20$18.88

(1)
Calculated as (i) total stockholders’ equity less non-controlling interest divided by (ii) number of shares of common stock outstanding and RSUs at period end.

II. Our Portfolio

The below table summarizes our loan portfolio as of December 31, 2022 ($ in thousands):

Weighted Average(3)
Number of LoansLoan Commitment(1)Carrying Value (2)Yield to Maturity(4)Term to Fully Extended Maturity (in years)(5)LTV(6)
Senior and subordinate loans77$9,433,951$7,428,7748.6%3.268.2%

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

(2)
Net of specific CECL reserve of $60.3 million.

(3)
Weighted averages are based on unpaid principal balance.

(4)
All-in yield represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of December 31, 2022. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.

(5)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

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

Portfolio Activity and Overview

The following table summarizes changes in unpaid principal balance within our portfolio, for both our loans and for our interests in loans (i.e., loans in which we have acquired an interest in a loan for which the transferor did not account for the transaction as a sale under GAAP) ($ in thousands):

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Three Months Ended December 31, 2022Year Ended December 31, 2022
Loans ReceivableInterests in Loans ReceivableTotalLoans ReceivableInterests in Loans ReceivableTotal
Unpaid principal balance, beginning of period$7,380,506$$7,380,506$6,441,238$161,566$6,602,804
Initial funding of loans34,37034,3702,030,4562,030,456
Advances on loans198,480198,480679,25817,080696,338
Loan repayments(74,804)(74,804)(1,484,880)(178,646)(1,663,526)
Principal charge-offs(27)(27)(11,527)(11,527)
Sale of loans receivable(116,020)(116,020)
Total net fundings/(payoffs)158,019158,0191,097,287(161,566)935,721
Unpaid principal balance, end of period$7,538,525$$7,538,525$7,538,525$$7,538,525

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The following table details our loan investments individually based on unpaid principal balances as of December 31, 2022 ($ in thousands):

Loan NumberLoan typeOrigination DateLoan Commitment(1)Unpaid Principal BalanceCarrying Value (2)Fully Extended Maturity(3)Property TypeConstruction (4)LocationRisk Rating
1Senior12/16/2021405,000399,499396,8946/16/2027Multifamily-CA3
2Senior11/1/2019390,000390,000388,91811/1/2026Multifamily-NY3
3Senior7/12/2018280,000280,000281,1238/1/2023Hospitality-NY3
4Senior7/26/2021225,000224,079222,9287/26/2026Hospitality-GA3
5Senior10/18/2019259,987221,605221,60510/18/2024For Sale CondoYCA3
6Senior10/4/2019252,057213,452213,11310/1/2025Mixed-UseYDC3
7Senior6/30/2022227,000211,222208,8666/30/2029Hospitality-CA3
8Senior12/27/2018210,000208,797166,7902/1/2025Mixed-Use-NY5
9Senior8/17/2022235,000207,941205,9668/17/2027Hospitality-CA3
10Senior9/7/2018192,600192,600192,35510/18/2024Land-NY3
11Senior2/15/2022262,500190,288188,1002/15/2027MultifamilyYCA3
12Senior1/14/2022170,000170,000168,8471/14/2027Multifamily-CO3
13Senior4/14/2022193,400166,700165,2234/14/2027Multifamily-MI3
14Senior9/26/2019258,400163,955162,6979/26/2026Office-GA4
15Senior9/20/2019225,000159,391157,83212/31/2025For Sale CondoYFL3
16Senior9/8/2022160,000151,509150,0879/8/2027Multifamily-AZ3
17Senior2/28/2019150,000150,000149,9382/28/2024Office-CT3
18Senior1/9/2018148,500148,500148,5001/9/2024Hospitality-VA4
19Senior12/30/2021147,500147,500147,21512/30/2025Multifamily-PA3
20Senior8/8/2019154,999138,749120,0368/8/2026Multifamily-CA5
21Senior4/26/2022151,698133,059131,6114/26/2027Multifamily-TX3
22Senior12/10/2021130,000130,000129,27912/10/2026Multifamily-VA3
23Subordinate12/9/2021125,000125,000124,7551/1/2027Office-IL3
24Senior9/24/2021127,535122,535121,7129/24/2028Hospitality-TX3
25Senior9/30/2019122,500122,500122,3732/9/2027Office-NY3
26Senior4/29/2019120,000119,510119,3364/29/2024Mixed-Use-NY3
27Senior3/1/2022122,000118,600117,7792/28/2027Multifamily-TX3
28Senior8/8/2022115,000115,000114,1268/8/2027Multifamily-CO3
29Senior7/20/2021113,500113,500113,2727/20/2026Multifamily-IL3
30Senior2/13/2020124,810112,442112,0882/13/2025Office-CA4
31Senior6/17/2022127,250111,521110,1466/17/2027Multifamily-TX3
32Senior6/7/2018104,250104,250105,3431/15/2022Land-NY4
33Senior12/15/2021103,000103,000102,39612/15/2026Multifamily-TN3
34Senior4/1/2020141,08497,77496,7814/1/2026OfficeYTN3
35Senior10/11/201797,50097,50097,09410/31/2023Hospitality-CA3
36Senior8/2/2021100,00096,71096,1898/2/2026Office-CA4
37Senior1/27/2022100,80095,87795,2161/27/2027Multifamily-NV3
38Senior3/31/202087,75087,75087,7502/9/2025Office-TX4
39Senior8/1/2022115,25078,50078,2017/30/2026HospitalityYNY4
40Senior7/10/201876,36976,36974,1697/10/2025Hospitality-CA4
41Senior4/5/201975,50075,50075,4524/5/2024Mixed-Use-NY3
42Senior12/14/201875,00075,00075,0003/8/2023Multifamily-DC3
43Senior7/27/202276,00073,68673,2117/27/2027Multifamily-UT3
44Senior3/22/2021148,30371,14270,1993/22/2026OtherYMA3
45Senior8/27/202184,81069,86969,2988/27/2026Office-GA4
46Senior7/31/201967,00067,00067,0001/30/2022Land-NY4
47Senior12/22/202176,35064,46863,90712/22/2026Multifamily-TX3
48Senior11/2/202177,11560,29459,66911/2/2026MultifamilyYFL3
49Senior8/29/201860,00060,00059,9008/31/2023Hospitality-NY3
50Senior6/3/202179,60058,82958,2816/3/2026Other-MI3
51Senior1/19/202273,67754,07053,4871/19/2027Hospitality-TN3
52Senior1/10/2022130,46150,80549,5061/9/2027OtherYPA3
53Senior3/15/202253,30049,84449,4593/15/2027Multifamily-AZ3
54Senior11/4/2022140,00040,08638,70311/9/2026OtherYMA3
55Senior2/4/202244,76838,00237,6582/4/2027Multifamily-TX3
56Senior2/2/202290,00035,10434,1992/2/2027OfficeYWA3
57Senior12/30/202134,91834,91834,67812/30/2025For Sale Condo-VA3
58Subordinate12/21/201832,90232,90233,0596/21/2022Land-NY3
59Senior4/18/201930,00030,00029,9505/1/2023Office-MA3
60Senior12/30/2021141,79129,64328,29112/30/2026Mixed-useYFL3
61Subordinate7/2/202130,20028,86128,8887/2/2024Land-FL3
62Senior11/24/202160,25525,98825,40311/24/2026MultifamilyYNV3
63Senior2/17/202228,47924,52524,3242/17/2027Multifamily-TX3
64Senior8/2/201919,87319,87320,0952/2/2024For Sale Condo-NY3
65Senior1/31/202234,64118,73618,4161/31/2027OtherYFL3
66Senior6/30/202248,50016,75316,2906/30/2026OtherYNV3
67Senior5/13/2022202,50014,64012,6175/13/2027Mixed-UseYVA3
68Senior10/13/2022106,5006,8125,74910/13/2026OtherYNV3
69Senior1/4/202232,7953,5013,1771/4/2027OtherYGA3
70Senior7/1/20193,5003,5003,50012/30/2020Other-Other5
71Senior4/19/202223,3782,8562,6244/19/2027OtherYGA3
72Senior2/25/202253,9841,7231,1842/25/2027OtherYGA3
73Senior2/18/202232,0831,3521,0322/18/2027OtherYFL3
74Subordinate8/2/20189279279137/9/2023Other-NY2
75Senior4/19/202224,245132(110)4/19/2027OtherYGA3
76Senior9/2/2022176,257-(1,763)9/2/2027MultifamilyYUT3
77Senior12/21/2022112,100-(1,121)12/21/2027MultifamilyYWA3
Total9,433,9517,538,5257,428,774
General CECL reserve(68,347)
Grand Total/Weighted Average9,433,9517,538,5257,360,42730.6%3.2

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

(2)
Net of specific CECL reserve on applicable loans.

(3)
Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

(4)
Based on loan commitment as of December 31, 2022.

Real Estate Owned, Net

On February 8, 2021, we acquired legal title to a portfolio of hotel properties located in New York, NY through a foreclosure. Prior to February 8, 2021, the hotel portfolio represented the collateral for the $103.9 million mezzanine loan that we held, which was in default as a result of the borrower failing to pay debt service. The hotel portfolio appears as real estate owned, net on our consolidated balance sheet and, as of December 31, 2022, was encumbered by a $290.0 million securitized senior mortgage, which is included as a liability on our consolidated balance sheet. Refer to Note 5 to our consolidated financial statements for additional details.

Asset Management

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

From time to time, some of our borrowers may experience delays in the execution of their business plans. As a transitional lender, we work with our borrowers to execute loan modifications which could include additional equity contributions from borrowers, repurposing of reserves, temporary deferrals of interest or principal, or partial deferral of coupon interest as payment-in-kind interest. We have completed a number of loan modifications to date, and we may continue to make additional modifications depending on the business plans, financial condition, liquidity and results of operations of our borrowers.

Our Manager reviews our loan portfolio at least quarterly, undertakes an assessment of the performance of each loan, and assigns it a risk rating between “1” and “5,” from least risk to greatest risk, respectively. The weighted average risk rating of our total loan portfolio was 3.2 at December 31, 2022.

Current Expected Credit Losses

On January 1, 2021, we adopted ASU 2016-13, which implemented the CECL accounting model. Following adoption, we recorded a $78.3 million cumulative effect adjustment to retained earnings.

During the year ended December 31, 2022, we recorded a principal charge-off of $11.5 million against a loan made to the personal estate of a former borrower. Prior to the charge-off, the loan had an unpaid principal balance of $15.0 million and a specific CECL reserve of $6.0 million, resulting in a carrying value of $9.0 million. Following the charge-off, the loan's carrying value is $3.5 million, which represents estimated collection. The loan is on non-accrual status and is in maturity default.

During the year ended December 31, 2022, we recorded a net provision of $84.4 million for current expected credit losses. The total current expected credit loss reserve increased to $146.4 million as of December 31, 2022. The increase was primarily attributable to the increase in the size of our loan portfolio, worsening macroeconomic forecasts, and specific CECL reserves of $65.5 million related to three loans.

During the fourth quarter of 2021, we received principal repayments of $81.7 million on a senior loan with an unpaid principal balance of $95.0 million, and a maturity date of May 31, 2021, and recorded a principal charge-off of $1.8 million. Following the principal repayment in December 2021, the maturity date of the loan was extended to January 1, 2023. As of December 31, 2021, the loan had a specific CECL reserve of $0.3 million which represented

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additional collectible interest through the maturity date. During the fourth quarter of 2022, this loan was repaid, resulting in a principal charge off of $27,000.

During the fourth quarter of 2022, we recorded a specific CECL reserve of $42.0 million in connection with a senior loan with an unpaid principal balance and carrying value prior to any specific CECL reserve of $208.8 million and an initial maturity date of February 1, 2023. As of December 31, 2021, the loan had a carrying value of $207.5 million. The loan is collateralized by a mixed-use building in New York, NY. As of December 31, 2022, this loan is on non-accrual status.

During the fourth quarter of 2022, we recorded a specific CECL reserve of $18.3 million in connection with a senior loan with an unpaid principal balance of $138.8 million, a carrying value prior to any specific CECL reserve of $138.3 million and an initial maturity date of August 8, 2024. As of December 31, 2021, the loan had a carrying value of $134.6 million. The loan is collateralized by a portfolio of multifamily properties located in San Francisco, CA. As of December 31, 2022, this loan is on non-accrual status.

Fair market values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair market values include assumptions of property specific cash flows over estimated holding periods, discount rates approximating 6.0%, and market capitalization rates ranging from 4.5% to 6.0%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, and anticipated real estate and capital market conditions.

Portfolio Financing

Our portfolio financing arrangements include repurchase facilities, asset-specific financing structures, mortgages on real estate owned and Secured Term Loan borrowings.

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

December 31, 2022
CapacityBorrowing OutstandingWeighted Average Spread(1)
Repurchase agreements and term participation facility$5,700,000$4,012,818+ 2.25%
Repurchase agreements - Side Car271,171211,572+ 4.51%
Loan participations sold264,252264,252+ 3.68%
Notes payable495,934154,629+ 3.09%
Secured Term Loan755,090755,090+ 4.50%
Debt related to real estate owned290,000290,000+ 2.78%
Total / weighted average$7,776,447$5,688,361+ 2.75%

(1)
Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. One-month LIBOR and SOFR as of December 31, 2022 were 4.39% and 4.36%, respectively. Fixed rate loans are presented as a spread over the relevant floating benchmark rates.

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

Repurchase Agreements and Term Participation Facility

We finance certain of our loans using repurchase facilities and term participation facilities. As of December 31, 2022, aggregate borrowings outstanding under our secured revolving repurchase and term participation facilities totaled $4.2 billion, with a weighted average coupon of one-month LIBOR or one-month term SOFR plus 2.4% per annum. All weighted averages are based on unpaid principal balance. As of December 31, 2022, outstanding borrowings under these facilities had a weighted average term to fully extended maturity (assuming we exercise all extension options and our counterparty agrees to such extension options) of 3.5 years.

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Each of the repurchase facilities contains “margin maintenance” provisions, which are designed to allow the counterparty to require additional collateral to secure borrowings against assets that are determined to have experienced a diminution in value. Since inception through December 31, 2022, we have not received any margin calls under any of our repurchase facilities. The repurchase facility lender has the benefit of cross-collateralization across the loans in the facility.

Our term participation facility lender has the benefit of cross-collateralization across the loans in the facility. We present the loan participation sold as a liability on our consolidated balance sheets. As of December 31, 2022, four of our loans were financed through the term participation facility.

Loan Participations Sold

We finance certain investments via the sale of a participation in loans receivable that we own, and we present the loan participation sold as a liability on our consolidated balance sheet when such arrangement does not qualify as a sale under GAAP. In instances where we have multiple loan participations with the same lender, the financings are generally not cross-collateralized. Each of our loan participations sold is generally term-matched to its corresponding loan collateral. As of December 31, 2022, three of our loans were financed with loan participations sold.

Notes Payable

We finance certain investments on a term-matched basis, that is generally non-recourse. Such financings are collateralized by our loans receivable, which we refer to as notes payable. Each of our notes payable is generally term-matched to its corresponding loan collateral. As of December 31, 2022, six of our loans were financed with notes payable.

Secured Term Loan

We have a secured term loan of $755.1 million which we originally entered into on August 9, 2019. Our secured term loan is presented net of any original issue discount and transaction expenses which are deferred and recognized as a component of interest expense over the life of the loan using the effective interest method.

On December 2, 2021, we entered into a modification of our secured term loan which reduced the interest rate to the greater of (i) one-month term SOFR plus a 0.10% credit spread adjustment and (ii) 0.50%, plus a credit spread of 4.50%. The secured term loan matures on August 9, 2026. As of December 31, 2022, our secured term loan has an unpaid principal balance of $755.1 million and a carrying value of $736.9 million.

Debt Related to Real Estate Owned

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a Uniform Commercial Code foreclosure on a portfolio of seven limited service hotels located in New York, New York. In June 2021, we modified the securitized senior mortgage, which resulted in an extension of the contractual maturity date to February 9, 2024, a principal repayment of $10.0 million, and the payment of $7.6 million of fees and modification costs, among other items. The securitized senior mortgage is non-recourse to us. Our debt related to real estate owned as of December 31, 2022 has an unpaid principal balance of $290.0 million, a carrying value of $289.4 million and a stated rate of one-month LIBOR plus 2.78%, subject to a one-month LIBOR floor of 0.75%. See Derivatives below for further detail of our interest rate cap.

Derivatives

As part of the agreement to amend the terms of our debt related to real estate owned on June 2, 2021, we acquired an interest rate cap with a notional amount of $290.0 million and a maturity date of February 15, 2024 for $275,000. The fair value of the interest rate cap is $6.0 million at December 31, 2022.

The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 5.78%. Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap

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on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. During the year ended December 31, 2022, we recognized approximately $495,000 as proceeds from interest rate cap.

Acquisition Facility

On June 29, 2022, we entered into a $150.0 million full recourse credit facility. The facility generally provides interim financing for eligible loans for up to 180 days at an initial advance rate of 75%, which begins to decline after the 90th day. The facility matures on June 29, 2025 and earns interest at a rate of one-month term SOFR, plus a 0.10% credit spread adjustment, plus a spread of 2.25%. With the consent of our lenders, and subject to certain conditions, the commitment of the facility may be increased up to $500.0 million. As of December 31, 2022, the outstanding balance of the facility is $0.

As of December 31, 2022, we were in compliance with all financial covenants under our financings.

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

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

The following table summarizes our non-consolidated senior interests and related retained subordinate interests as of December 31, 2022 ($ in thousands):

Non-Consolidated Senior InterestsLoan CountLoan CommitmentUnpaid Principal BalanceCarrying ValueWeighted Average Spread(1)(2)Term to Fully Extended Maturity (in years)(3)
Floating rate non-consolidated senior loans2$111,000$108,642N/A+ 5.04%0.8
Retained floating rate subordinate loans263,10261,76361,947+ 11.55%0.7
Fixed rate non-consolidated senior loans2$861,073$859,660N/A3.47%3.9
Retained fixed rate subordinate loans2125,927125,927125,6688.49%4.0

(1)
Non-consolidated senior interests are indexed to one-month LIBOR, which was 4.39% at December 31, 2022.

(2)
Weighted average is based on unpaid principal balance.

(3)
Term to fully extended maturity is determined based on the maximum maturity of each of the corresponding loans, assuming all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

Floating and Fixed Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and as much as possible, match-funding the duration of our financing of such loans and using the same benchmark indices, typically one-month LIBOR or one-month term SOFR. As of December 31, 2022, 98.0% of our loans based on unpaid principal balance were floating rate and the majority of our floating rate loans were financed with liabilities that require interest payments based on floating rates also determined by reference to one-month LIBOR or one-month term SOFR plus a spread, which resulted in approximately $1.7 billion of net floating rate exposure.

The following table details our net floating rate exposure as of December 31, 2022 ($ in thousands):

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Net Floating Rate Exposure(1)
Floating rate assets$7,389,225
Floating rate liabilities(5,668,361)
Net floating rate exposure$1,720,864

(1)
Our floating rate loans and related liabilities are all indexed to one-month LIBOR or one-month term SOFR. One-month LIBOR and one-month term SOFR as of December 31, 2022 were 4.39% and 4.36%, respectively. Amounts include loans on non-accrual status.

LIBOR and certain other floating rate benchmark indices to which our floating rate loans and other loan agreements are tied to, are the subject of recent national, international and regulatory guidance and proposals for reform. On March 5, 2021, the Financial Conduct Authority of the United Kingdom, or the FCA, which regulates. LIBOR’s administrator, ICE Benchmark Administration Limited, or IBA, announced that all LIBOR tenors relevant to us will cease to be published or will no longer be representative after June 30, 2023 (and that all other LIBOR tenors will cease to be published or will no longer be representative either after December 31, 2021, or after June 30, 2023). The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by Treasury securities, as its preferred alternative rate for USD LIBOR.

Our agreements generally allow for a new interest rate index to be used if LIBOR is no longer available. We have begun and expect to continue to utilize alternative rates referenced in our agreements or negotiate a replacement reference rate for LIBOR.

We have an interest rate cap with a notional amount of $290.0 million and a maturity date of February 15, 2024 on our debt related to real estate owned. The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 5.78%. We have not employed other interest rate derivatives (interest rate swaps, caps, collars or swaptions) to hedge our loan portfolio’s cash flow or fair value exposure to increases in interest rates, but we may do so in the future.

Refer to “Quantitative and Qualitative Disclosures About Market Risk—LIBOR Transition” below for additional information.

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Results of Operations – Years Ended December 31, 2022 and 2021:

Operating Results

The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2022 and 2021 ($ in thousands, except per share data):

Year Ended
December 31, 2022December 31, 2021$ Change% Change
Revenue
Interest and related income$470,668$415,263$55,40513%
Less: interest and related expense246,937180,58966,34837%
Net interest income223,731234,674(10,943)-5%
Revenue from real estate owned63,47027,98435,486127%
Total revenue287,201262,65824,5439%
Expenses
Management fees - affiliate39,46139,1353261%
General and administrative expenses18,68612,5916,09548%
Stock-based compensation expense7,4578,812(1,355)-15%
Real estate owned:
Operating expenses41,98225,08116,90167%
Interest expense14,17015,643(1,473)-9%
Depreciation8,0417,11392813%
Total expenses129,797108,37521,42220%
Realized gain (loss) on sale of loan30,090(141)30,23121440%
Proceeds from interest rate cap495495100%
Unrealized gain on interest rate cap6,0426,042100%
Gain on foreclosure of real estate owned1,430(1,430)-100%
Income from equity method investment2,4852,485100%
Other income5,855(5,855)-100%
(Provision for) reversal of current expected credit loss reserve(84,361)8,962(93,323)-1041%
Net income$112,155$170,389$(58,234)-34%
Net income (loss) income attributable to non-controlling interests$91$(164)$255155%
Net income attributable to preferred stock$$16$(16)-100%
Net income attributable to common stock$112,064$170,537$(58,473)-34%
Net income per share of common stock:
Basic and diluted$0.79$1.27$(0.48)-38%

Comparison of the years ended December 31, 2022 and 2021

Revenue

Revenue increased $24.5 million during the year ended December 31, 2022, as compared to December 31, 2021. The increase is primarily due to an increase in revenue from real estate owned of $35.5 million due to improved travel and demand at the hotel portfolio in 2022. The increase was partially offset by a decrease in net interest income of $10.9 million for the comparative period, which was driven by an increase in interest expense of $66.3 million, as a result of increased borrowing levels and reference rate increases, offset in part by an increase in interest income of $55.4 million as a result of an increased loans receivable balance and average reference rate increases over the year ended December 31, 2022.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt

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related to real estate owned, and depreciation on real estate owned. Expenses increased by $21.4 million during the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to:

(i) an increase in operating expenses from real estate owned of $16.9 million during the comparative period, due to increased variable operating expenses in connection with higher occupancy levels at the hotel portfolio during the comparative period;

(ii) an increase in general and administrative expenses of $6.0 million during the comparative period, due primarily to an increase in general operating expenses incurred in connection with becoming a public company as of November 3, 2021;

(iii) offset by a decrease in interest expense on debt related to real estate owned of $1.5 million primarily as a result of additional interest expense on debt related to real estate owned incurred in connection with the modification of debt during 2021, offset in part by the reference rate increases and the debt related to real estate owned being outstanding for longer during 2022.

Realized gain on sale of loan

During the year ended December 31, 2022, we realized a gain on the sale of a loan of $30.1 million, compared to the year ended December 31, 2021 where we realized a loss on the sale of a loan of $0.2 million.

Proceeds from interest rate cap

Proceeds from interest rate cap was $0.5 million higher during the comparative period due to LIBOR exceeding our interest rate cap's 3% strike price during the fourth quarter of 2022.

Unrealized gain on interest rate cap

Unrealized gain on interest rate cap was $6.0 million higher during the comparative period due to the recognition of a $6.0 million increase in the fair value of the interest rate cap during 2022 as a result of rising interest rates.

Gain on foreclosure of real estate owned

During the year ended December 31, 2021, we recognized a gain of $1.4 million on the foreclosure of a portfolio of seven limited-service hotel properties located in New York, New York. This gain is based upon the estimated fair value of the hotel properties of $414.0 million as determined by a third-party appraisal, and our assumption of working capital and debt related to real estate owned, relative to our basis in the investment at the time of foreclosure. The fair value was determined using discount rates ranging from 8.50% to 8.75% and a terminal capitalization rate of 6.00% on projected net operating profits on the hotels.

Income from equity method investment

During the year ended December 31, 2022, we recognized income from our equity method investment of $2.5 million as a result of us accounting for our investment in CMTG/TT as an equity method investment commencing in the third quarter of 2022. We did not hold any investments accounted for under the equity method during the year ended December 31, 2021.

Other Income

During the year ended December 31, 2021, 292,731 fully-vested time-based RSU awards were forfeited prior to their delivery pursuant to the terms of the RSU award documents, resulting in us reversing previously recognized compensation expense associated with these RSU awards.

(Provision for) reversal of current expected credit loss reserve

The provision for current expected credit loss reserves was $72.8 million higher than the provision for current expected credit loss reserves during the comparative period, due to additional specific CECL reserves of $65.5 million

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relating to three loans. Additional reserves of $18.8 million incurred during the year ended December 31, 2022 relate to the increase in the size of the portfolio and worsening macroeconomic forecasts.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations — Year Ended December 31, 2021 and 2020” in our Form 10-K, which is accessible on the SEC’s website at www.sec.gov, for a comparison of year ended December 2021 and 2020.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and our Secured Term Loan. As of December 31, 2022, we had 138,376,144 shares of our common stock outstanding, representing $2.5 billion of stockholders’ equity and we also had $5.7 billion of outstanding borrowings under our secured financings, our Secured Term Loan, our debt related to real estate owned, and our acquisition facility. As of December 31, 2022, our secured financings consisted of six secured revolving repurchase facilities for loan investments with capacity of $5.0 billion and an outstanding balance of $4.0 billion, a term participation facility with capacity of $1.0 billion and an outstanding balance of $257.5 million, nine asset-specific financings for loan investments with capacity $760.2 million and an outstanding balance of $418.9 million and an acquisition facility with a capacity of $150.0 million and no outstanding balance. As of December 31, 2022, our Secured Term Loan had an outstanding balance of $755.1 million and our debt related to real estate owned had an outstanding balance of $290.0 million.

Net Debt-to-Equity Ratio and Total Leverage Ratio

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

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

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

The following table presents our Net Debt-to-Equity Ratios and Total Leverage Ratios as of December 31, 2022 and 2021 ($ in thousands):

December 31, 2022December 31, 2021
Asset specific debt$4,927,098$3,995,061
Secured term loan, net736,853$739,762
Total debt5,663,9514,734,823
Less: cash and cash equivalents(306,456)(310,194)
Net Debt$5,357,495$4,424,629
Total Stockholders’ Equity$2,456,471$2,604,267
Net Debt-to-Equity Ratio2.2x1.7x
Non-consolidated senior loans968,3021,063,939
Total Leverage$6,325,797$5,488,568
Total Leverage Ratio2.6x2.1x

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Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, interest income from our loans, loan repayments, available borrowings under our secured revolving repurchase facilities and identified borrowing capacity related to our notes payable and loan participations sold, borrowings under our Secured Term Loan, and proceeds from the issuance of our common stock. The following table sets forth, as of December 31, 2022 and 2021, our sources of available liquidity ($ in thousands):

December 31, 2022December 31, 2021
Cash and cash equivalents$306,456$310,194
Loan principal payments held by servicer(1)67,100
Approved and undrawn credit capacity213,11319,283
Total sources of liquidity$519,569$396,577

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

We have $364.8 million unpaid principal balance of unencumbered loans at December 31, 2022. Our ability to finance certain of these unencumbered loans is subject to pledging additional collateral that is subsequently approved by our financing counterparty.

Liquidity Needs

In addition to our ongoing loan origination and acquisition activity, our primary liquidity needs include future fundings to our borrowers on our unfunded loan commitments, interest and principal payments on outstanding borrowings under our financings, operating expenses and dividend payments to our stockholders necessary to satisfy REIT dividend requirements. Additionally, our financing, repurchase and term loan agreements require us to maintain minimum levels of liquidity in order to satisfy certain financial covenants. We currently maintain, and seek to maintain, excess cash and liquidity to comply with minimum liquidity requirements under our financings, and if necessary, to reduce borrowings under our secured financings, including our repurchase agreements.

As of December 31, 2022, we had aggregate unfunded loan commitments of $1.9 billion which comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their funding will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan commitments over the remaining maximum term of the related loans, which have a weighted-average future funding period of 4.0 years.

Contractual Obligations and Commitments

Our contractual obligations and commitments as of December 31, 2022 were as follows ($ in thousands):

Payment Timing
Total ObligationsLess than 1 year1 to 3 years3 to 5 yearsMore than 5 years
Unfunded loan commitments(1)$1,895,426$928,960$839,712$126,754$
Secured financings, term loan agreement, and debt related to real estate owned —principal and interest(2,3)6,861,002776,1132,939,8153,145,074
Total$8,756,428$1,705,073$3,779,527$3,271,828$

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(1)
The allocation of our unfunded loan commitments is based on the earlier of our expected funding date and the commitment expiration date. As of December 31, 2022, we have $1.2 billion of expected or in-place financings to fund our remaining loan commitments.

(2)
The allocation of our secured financings and term loan agreement is based on the earlier of the fully extended maturity date of each individual borrowing or the maximum maturity date under the respective agreement, and assumes two loans with aggregate borrowings outstanding of $75.2 million that are in maturity default have an extended maturity date in 2023.

(3)
Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured financing agreements and one-month LIBOR or one-month term SOFR in effect as of December 31, 2022 will remain constant into the future. This is only an estimate, as actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to one-month LIBOR or one-month SOFR. Totals exclude non-consolidated senior interests.

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

As a REIT, we generally must distribute substantially all of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, to stockholders in the form of dividends to comply with certain of the provisions of the Code. To the extent that we satisfy this distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal income tax on our undistributed REIT taxable income. Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described previously.

Loan Maturities

The following table summarizes the future scheduled repayments of principal based on fully-extended maturity dates for the loan portfolio as of December 31, 2022 ($ in thousands):

YearUnpaid Principal Balance(1)Loan Commitment(1)
2023543,427543,427
2024956,449996,660
20251,040,6191,158,404
20261,980,1512,694,457
20272,476,4703,478,816
Thereafter333,757354,535
Total$7,330,873$9,226,299

(1)
Excludes $207.7 million in principal balance of loans that are in maturity default.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the years ended December 31, 2022 and 2021 ($ in thousands):

December 31, 2022December 31, 2021
Net cash flows provided by operating activities$111,028$213,557
Net cash flows used in investing activities(773,302)(373,196)
Net cash flows provided by financing activities676,29762,801
Net increase (decrease) in cash and cash equivalents and restricted cash$14,023$(96,838)

We experienced a net increase in cash and cash equivalents and restricted cash of $14.0 million during the year ended December 31, 2022, compared to a net decrease of $96.8 million during the year ended December 31, 2021.

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During the year ended December 31, 2022, we made initial fundings of $2.0 billion of new loans and $602.3 million of advances on existing loans and made repayments on financings arrangements of $1.3 billion. We received $2.2 billion of proceeds from borrowings under our financing arrangements, received $1.7 billion from loan repayments and received $132.2 million of sales proceeds.

Income Taxes

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

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our REIT taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of December 31, 2022, we were in compliance with all REIT requirements.

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

Off-Balance Sheet Arrangements

As of December 31, 2022, we had no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

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

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

Current Expected Credit Losses

The current expected credit loss ("CECL") reserve required under ASU 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326)” (“ASU 2016-13”), reflects our current estimate of potential credit losses related to our loan portfolio. The initial CECL reserve recorded on January 1, 2021 was reflected as a direct charge to retained earnings on our consolidated statements of changes in stockholders’ equity. Subsequent changes to the CECL reserve are recognized through a provision for or reversal of current expected credit loss reserve on our consolidated statements of operations. ASU 2016-13 specifies the reserve should be based on relevant information about past events, including historical loss experience, current portfolio, market conditions and reasonable and supportable macroeconomic forecasts for the duration of each loan.

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

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

To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage backed securities database licensed by a third party, Trepp, LLC which contains historical loss rates from January 1, 1999 through December 31, 2022.

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

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

For such loan we would measure the specific reserve of each loan separately by using the fair value of the collateral or the net present value of its expected future cash flows. If the fair value of the collateral is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve (following the adoption of CECL, or as a loan loss reserve prior to the adoption of CECL). Specific reserves are equal to the excess of a loan’s carrying value to the net present value of its expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, less estimated costs to sell, if recovery of our investment is expected from the sale of the collateral.

If we have determined that a loan or a portion of a loan is uncollectible, we will write-off the loan through an adjustment to our current expected credit loss reserve based on the net present value of expected future cash flows or the fair value of the collateral less costs to sell, if repayment is expected from the sale of the collateral. Significant judgment is required in determining impairment and in estimating the resulting credit loss reserve, and actual losses, if any, could materially differ from those estimates.

Real estate owned, net

We may assume legal title or physical possession of the underlying collateral of a defaulted loan through foreclosure. Foreclosed real estate owned, net is initially recorded at estimated fair value and is presented net of accumulated depreciation and impairment charges and the assets and liabilities are presented separately when legal title or physical possession is assumed. If the fair value of the real estate is lower than the carrying value of the loan,

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the difference, along with any previously recorded specific CECL reserves, are recorded as a realized loss on investments in the consolidated statement of operations. Conversely, if the fair value of the real estate is greater than the carrying value of the loan, the difference, along with any previously recorded specific CECL reserves, are recorded as a realized gain on investments in the consolidated statement of operations.

Acquisition of real estate is accounted for using the acquisition method under Accounting Standards Codification ("ASC") Topic 805, "Business Combinations." We recognize and measure identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree, if applicable, based on their relative fair values. If applicable, we recognize and measure intangible assets and expense acquisition-related costs in the periods in which the costs are incurred and the services are received.

Real estate assets that are acquired for investment are assumed at their estimated fair value at acquisition and presented net of accumulated depreciation and impairment charges, if any. Upon acquisition, we allocate the value of acquired real estate assets based on the fair value of the acquired land, building, furniture, fixtures and equipment, and intangible assets, if applicable. Real estate assets are depreciated using the straight-line method over estimated useful lives ranging from 5 to 40 years.

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

When determining the fair value of a real estate asset, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.

FY 2021 10-K MD&A

SEC filing source: 0001564590-22-010515.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-16. Report date: 2021-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.  In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part 1. Item 1A, “Risk Factors” in this Annual Report on Form 10-K.

Introduction

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

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

Recent Market Conditions

Since the onset of COVID-19, the global impact of the outbreak has rapidly evolved, and more normalized activities have resumed. However, despite federal and state government intervention, including economic stimulus measures, and vaccine availability, the prolonged duration and the severity of the COVID-19 pandemic and its impact remain highly uncertain and could have a material adverse effect on our business. Such impacts include supply chain disruptions, labor shortages, return-to-work, inflation, and are highly uncertain and cannot be predicted at this time. For additional information on the factors that impacted us to date, and which may continue to, see Item 1A, “Risk Factors”.

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income per share, dividends declared per share, Distributable Earnings per share, Net Distributable Earnings per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the year ended December 31, 2021, we had net income per share of $1.27, declared dividends of $1.48 per share, had Distributable Earnings per share of $1.25, and had Net Distributable Earnings of $1.25 per share. As of December 31, 2021, our book value per share was $18.35, our adjusted book value per share was $18.88, our Net-Debt-to-Equity Ratio was 1.7x, and our Total Leverage Ratio was 2.1x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

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Net Income Per Share and Dividends Declared Per Share

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

Year Ended
December 31, 2021December 31, 2020
Net income attributable to common stock$170,537$202,378
Weighted average shares of common stock outstanding, basic and diluted(1)134,539,645132,980,316
Basic and diluted net income per share of common stock$1.27$1.52
Dividends declared per share of common stock$1.48$1.61
Column 1Column 2
(1)Amounts for the year ended December 31, 2020 includes 877,498 fully vested RSUs, of which were 584,767 delivered on April 4, 2021 and excludes 1,097,293 shares of common stock underlying unvested RSUs that vested in full in connection with the Company’s initial public offering in November 2021.

Distributable Earnings and Net Distributable Earnings

Distributable Earnings and Net Distributable Earnings are non-GAAP measures used to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager, that we believe are not necessarily indicative of our current performance and operations. Distributable Earnings is a non-GAAP measure, which we define as net income as determined in accordance with GAAP, excluding (i) non-cash equity compensation expense (income), (ii) incentive fees, (iii) real estate depreciation and amortization, (iv) any unrealized gains or losses from mark-to-market valuation changes (other than permanent impairments) that are included in net income for the applicable period, (v) one-time events pursuant to changes in GAAP and (vi) certain non-cash items, which in the judgment of our Manager, should not be included in Distributable Earnings. Net Distributable Earnings is Distributable Earnings less incentive fees due to our Manager. Pursuant to the Management Agreement, we use Core Earnings, which is substantially the same as Distributable Earnings, to determine the incentive fees we pay our Manager. Distributable Earnings is substantially the same as Core Earnings, as defined in the Management Agreement, for the periods presented.

We believe that Distributable Earnings and Net Distributable Earnings provide meaningful information to consider in addition to our net income and cash flows from operating activities determined in accordance with GAAP. We believe the Distributable Earnings and Net Distributable Earnings measures help us to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager, that we believe are not necessarily indicative of our current performance and operations. Distributable Earnings and Net Distributable Earnings do not represent net income or cash flows from operating activities and should not be considered as an alternative to GAAP net income, an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings and Net Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures and, accordingly, our reported Distributable Earnings and Net Distributable Earnings may not be comparable to the Distributable Earnings and Net Distributable Earnings reported by other companies.

In order to maintain our status as a REIT, we are required to distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, as dividends. Net Distributable Earnings, and other similar measures, have historically been a useful indicator of mortgage REITs’ ability to cover their dividends, and to mortgage REITs themselves in determining the amount of any dividends. Net Distributable Earnings is a key factor, among others, considered by the board of directors in setting the dividend and as such we believe Net Distributable Earnings is useful to investors. Accordingly, we believe providing Net Distributable Earnings on a supplemental basis to our net income as determined in accordance with GAAP is helpful to our stockholders in assessing the overall performance of our business.

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While Distributable Earnings and Net Distributable Earnings excludes the impact of our unrealized current provision for credit losses, loan losses are charged off and recognized through Distributable Earnings when deemed non-recoverable. Non-recoverability is determined (i) upon the resolution of a loan (i.e. when the loan is repaid, fully or partially, or in the case of foreclosure, when the underlying asset is sold), or (ii) with respect to any amount due under any loan, when such amount is determined to be non-collectible.

The following table provides a reconciliation of net income attributable to common stock to Distributable Earnings and Net Distributable Earnings (in thousands, except share and per share data):

Year Ended
December 31, 2021December 31, 2020
Net income attributable to common stock:$170,537$202,378
Adjustments:
Incentive fees - affiliate7,766
Incentive fees attributable to the JV(68)
Non-cash equity compensation expense8,8125,670
Gain on foreclosure of real estate owned(1,430)
Other income(5,855)
Charge-offs of current expected credit loss reserve(1,761)
Provision for (reversal of) current expected credit loss(1)(8,962)6,000
Income tax expense (benefit)
Depreciation expense7,113
Distributable Earnings$168,454$221,746
Less: incentive fee adjustments$$(7,698)
Net Distributable Earnings$168,454$214,048
Weighted average shares of common stock outstanding, basic and diluted(2)134,539,645132,980,316
Basic and diluted earnings per share$1.27$1.52
Distributable Earnings per share, basic and diluted$1.25$1.67
Net Distributable Earnings per share, basic and diluted$1.25$1.61
Column 1Column 2
(1)Prior to the adoption of ASU 2016-13 on January 1, 2021, this adjustment was reflected as provision for loan losses.
Column 1Column 2
(2)Amounts for the year ended December 31, 2020 includes 877,498 fully vested RSUs, of which 584,767 were delivered on April 4, 2021 and excludes 1,097,293 shares of common stock underlying unvested RSUs that vested in full in connection with the Company’s initial public offering.

Book Value Per Share

The following table sets forth the calculation of our book value per share (in thousands, except share and per share data):

December 31, 2021December 31, 2020
Total Stockholders’ Equity(1)$2,604,267$2,622,386
Non-controlling interest(37,636)(35,286)
Preferred Stock(125)
Stockholders’ Equity, Net of Preferred Stock and Non- controlling interest$2,566,631$2,586,975
Number of Shares of Common Stock Outstanding at Period End(1)139,840,088133,726,218
Book Value per share(2)$18.35$19.35

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Column 1Column 2
(1)Includes 7,306,984 shares of our common stock outstanding at December 31, 2020, that are classified as redeemable common stock on our balance sheet. The stockholder’s contractual redemption right terminated upon completion of our initial public offering in November 2021, at which point the shares previously subject to that right were reclassified as common stock on our balance sheet.
Column 1Column 2
(2)Calculated as (i) total stockholders’ equity less non-controlling interest and preferred stock divided by (ii) number of shares of common stock outstanding at period end, which as of December 31, 2020 includes 877,498 shares of common stock underlying RSUs that were vested in full but not yet settled.

We believe that presenting book value per share adjusted for the general allowance for loan losses and accumulated depreciation is useful for investors as it enhances the comparability to prior years. Our lenders consider book value per share prior to the general allowance for loan losses and accumulated depreciation as an important metric related to our overall capitalization and we believe disclosing book value per share prior to the general allowance for loan losses and accumulated depreciation is important to investors such that they have the same visibility.

The following table sets forth the calculation of our adjusted book value per share (in thousands):

December 31, 2021
Book Value per share$18.35
Add back: accumulated depreciation on real estate owned0.05
Add back: general allowance for loan losses0.48
Adjusted Book Value per share$18.88

II. Our Portfolio

The below table summarizes our loan portfolio as of December 31, 2021 (dollars in thousands):

Weighted Average(3)
Number of Investments(1)Number of Loans(1)Loan Commitment(2)Unpaid Principal BalanceAll-In Yield(4)Term to Fully Extended Maturity(5)LTV(7)
Senior loans(6)5593$7,426,332$6,343,7585.5%3.367.5%
Subordinate loans56263,006259,04610.4%2.768.2%
Total / Weighted Average6099$7,689,338$6,602,8045.7%3.367.6%
Column 1Column 2
(1)Certain investments include multiple loans for which we made commitments to the same borrower or affiliated borrowers on the same date. The loan portfolio table excludes our one real estate owned investment.
Column 1Column 2
(2)Loan commitment represents initial loan commitments, as adjusted by commitment reductions, less principal repayments and transfers which qualified for sale accounting under GAAP.
Column 1Column 2
(3)Weighted averages are based on unpaid principal balance.
Column 1Column 2
(4)All-in yield represents the weighted average annualized yield to initial maturity of each loan within our loan portfolio, inclusive of coupon, origination fees, exit fees, and extension fees received, based on the applicable floating benchmark rate (if applicable), including LIBOR floors (if applicable), as of December 31, 2021.
Column 1Column 2
(5)Term to fully extended maturity is measured in years. Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.
Column 1Column 2
(6)Includes contiguous subordinate loans (i.e., loans for which we also hold the mortgage loan) representing loan commitments of $831.7 million, and aggregate unpaid principal balance of $723.6 million as of December 31, 2021.

(7)    LTV represents “loan-to-value” or “loan-to-cost”, which is calculated as our total loan commitment from time to time, as if fully funded, plus any financings that are pari passu with or senior to our loan, divided by our estimate of either (1) the value of the underlying real estate, determined in accordance with our underwriting process (typically consistent with, if not less than, the value set forth in a third-party appraisal) or (2) the borrower’s projected, fully funded cost basis in the asset, in each case as we deem appropriate for the relevant loan and other loans with similar characteristics. Underwritten values and projected costs should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the

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date of origination including, without limitation, as a result of the COVID-19 pandemic. LTV is updated only in connection with a partial loan paydown and/or release of collateral, material changes to expected project costs, the receipt of a new appraisal (typically in connection with financing or refinancing activity) or a change in our loan commitment.

Loan Portfolio Activity and Overview

The following table summarizes changes in unpaid principal balance within our loan portfolio, for both our loans and for our interests in loans (i.e., loans in which we have acquired an interest in a loan for which the transferor did not account for the transaction as a sale under GAAP) (dollars in thousands):

Three Months Ended December 31, 2021Year Ended December 31, 2021
Loans ReceivableInterests in Loans ReceivableTotalLoans ReceivableInterests in Loans ReceivableTotal
Unpaid principal balance, beginning of period$6,009,765$436,788$6,446,553$6,152,331$338,957$6,491,288
Initial funding of loans1,489,1741,489,1742,331,3282,331,328
Advances on loans190,14419,329209,473692,489120,500812,989
Loan repayments(1,197,505)(294,551)(1,492,056)(2,580,669)(297,891)(2,878,560)
Transfer to real estate owned, net(103,901)(103,901)
Principal charge-offs(1,761)(1,761)(1,761)(1,761)
Sale of loans receivable(48,579)(48,579)(48,579)(48,579)
Total net fundings (repayments)431,473(275,222)156,251288,907(177,391)111,516
Unpaid principal balance, end of period$6,441,238$161,566$6,602,804$6,441,238$161,566$6,602,804

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The following table details our loan investments individually based on unpaid principal balances as of December 31, 2021 (in thousands):

Loan Number(1)Loan typeOrigination DateLoan Commitment(2)Principal OutstandingCarrying ValueFully Extended Maturity(6)Property TypeConstructionLocationRisk Rating
1Senior11/1/2019390,000390,000388,33611/1/2026Multifamily-NY3
2Senior12/16/2021405,000359,066355,6556/16/2027Multifamily-CA3
3Senior10/18/2019330,000290,139289,03210/18/2024For Sale CondoYCA3
4Senior7/12/2018290,000290,000290,7838/1/2023Hospitality-NY4
5Senior12/30/2021257,963257,963256,51612/30/2026Multifamily-VA2
6Senior12/27/2018210,000207,548207,4742/1/2025Mixed-use-NY4
7Senior8/14/2019193,129193,129193,5338/15/2022Hospitality-NY3
8Senior9/7/2018192,600192,600192,06610/18/2024Land-NY3
9Senior7/26/2021225,000191,074189,1207/26/2026Hospitality-GA3
10Senior12/30/2021184,500184,500183,46512/30/2026Multifamily-VA2
11Senior6/29/2018200,727161,566161,8648/9/2023Mixed-useYNY2
12Senior9/30/2019167,500155,208154,9589/9/2024Office-NY3
13Senior10/4/2019263,000152,579152,01410/1/2025Mixed-useYDC3
14Senior2/28/2019150,000150,000150,0002/28/2024Office-CT3
15Senior1/9/2018148,500148,500148,4901/9/2024Hospitality-VA3
16Senior12/30/2021147,500147,500146,93012/30/2025Multifamily-PA3
17Senior9/27/2019258,400140,401138,5519/26/2026Office-GA3
18(8)Senior3/9/2018144,056136,602136,30212/31/2022For Sale CondoYNY4
19Senior8/8/2019154,999134,573133,7168/8/2026Multifamily-CA3
20Senior9/20/2019225,000131,957130,06112/31/2025For Sale CondoYFL3
21Senior12/10/2021130,000130,000128,91012/10/2026Multifamily-VA3
22Senior9/24/2021127,535121,172120,0939/24/2027Hospitality-TX3
23Senior4/29/2019120,000119,377119,2694/29/2024Mixed-use-NY3
24(7)Senior9/21/2018116,020116,020116,21110/1/2021Land-NY4
25Senior7/20/2021113,500113,500112,8607/20/2026Multifamily-IL3
26Senior2/13/2020124,810111,101110,4772/13/2025Office-CA3
27Senior9/2/2021166,812106,857104,4849/2/2026OtherYGA3
28(7)Senior6/8/2018104,250104,250105,3431/15/2022Land-NY4
29Senior12/15/2021103,000103,000102,08712/15/2026Multifamily-TN3
30Senior10/11/201797,50097,50097,39310/31/2023Hospitality-CA3
31Senior8/2/2021100,00094,40593,6968/2/2026Office-CA3
32Senior12/30/202192,53792,53792,01812/30/2025For Sale Condo-VA3
33Senior3/31/202087,75087,75087,7502/9/2025Office-TX3
34Senior7/10/201881,38081,38077,5307/10/2025Hospitality-CA4
35Senior11/13/201877,50077,50077,4351/22/2022Office-NY4
36(7)Subordinate3/29/201875,57975,57976,0691/26/2021Land-NY4

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Loan Number(1)Loan typeOrigination DateLoan Commitment(2)Principal OutstandingCarrying ValueFully Extended Maturity(6)Property TypeConstructionLocationRisk Rating
37Senior4/5/201975,50075,50075,4524/5/2024Mixed-use-NY3
38Senior12/14/201874,10074,10073,94412/14/2023Multifamily-DC2
39Senior8/26/202184,81068,50367,7308/27/2026Office-GA3
40(7)Senior8/2/201967,00067,00067,0001/30/2022Land-NY4
41Senior12/22/202176,35062,37661,61812/22/2026Multifamily-TX3
42Senior8/29/201860,00060,00059,9008/31/2023Hospitality-NY3
43Senior4/1/2020141,08454,13252,8104/1/2026OfficeYTN3
44Senior6/3/202179,60046,70045,9906/3/2026Other-MI3
45Senior3/22/2021110,13537,85136,9743/22/2026OtherYMA3
46Senior6/13/201835,72135,72135,6996/13/2023Multifamily-PA1
47Subordinate12/21/201831,30031,30031,4576/21/2022Land-NY3
48Senior4/18/201930,00030,00029,9505/1/2023Office-MA3
49Senior8/7/201726,83026,83026,9988/7/2022For Sale Condo-NY2
50Subordinate7/2/202130,20026,24026,0267/2/2024Land-FL3
51(5)Senior1/15/202025,50025,50025,7555/9/2022Office-IL3
52Senior12/30/2021141,79119,95818,54012/30/2026Mixed-useYFL3
53Senior4/29/202117,50017,50017,5414/29/2023Land-PA3
54Senior11/2/202177,1158,2607,49511/2/2026MultifamilyYFL3
55Senior11/24/202160,255-(603)11/24/2026MultifamilyYNV3
Total/Weighted Average floating rate loans(3)7,500,8386,414,3046,380,767
56Subordinate12/9/2021125,000125,000124,6931/1/2027Office-IL3
57Senior8/2/201936,04036,04036,2492/2/2024For Sale Condo-NY3
58(7)Senior7/1/201915,00015,00015,00012/30/2020Other-Other5
59Senior5/5/201711,53311,53311,5331/1/2023Other-Other5
60Subordinate8/2/20189279279278/2/2023Other-NY2
Total/Weighted Average fixed rate loans(3)188,500188,500188,402
Allowance for loan losses(67,024)
Grand Total7,689,3386,602,8046,502,145
Column 1Column 2
(1)Certain investments include multiple loans for which we made commitments to the same borrower or affiliated borrowers on the same date. The loan portfolio table excludes our real estate owned investment.
Column 1Column 2
(2)Loan commitment represents initial loan commitments, as adjusted by commitment reductions, less loan repayments and transfers which qualified for sale accounting under GAAP.
Column 1Column 2
(3)Weighted averages are based on unpaid principal balance.
Column 1Column 2
(4)As of December 31, 2021, all of our floating rate loans were indexed to one-month LIBOR, which was 0.10%. All-in yield represents the weighted average annualized yield to initial maturity of each loan within our portfolio, inclusive of coupon, origination fees and exit fees, based on the applicable floating benchmark rate (if applicable), including LIBOR floors (if applicable), as of December 31, 2021.
Column 1Column 2
(5)Subsequent to December 31, 2021, this loan was repaid in full.
Column 1Column 2
(6)Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.
Column 1Column 2
(7)We are actively pursuing resolutions to these loans.
Column 1Column 2
(8)Includes a fixed-rate loan with an unpaid principal balance of $33.5 million and a loan commitment of $39.7 million, which shares the same collateral as floating rate loans with an outstanding principal balance of $103.1 million and a loan commitment of $104.4 million at December 31, 2021.

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Real Estate Owned, Net

On February 8, 2021, we foreclosed on the portfolio of hotel properties through a Uniform Commercial Code foreclosure. Prior to February 8, 2021, the hotel portfolio represented the collateral for the $103.9 million mezzanine loan that we held, which was in default as a result of the borrower failing to pay debt service. The hotel portfolio appears as real estate owned, net on our balance sheet and, as of December 31, 2021, was encumbered by a $290.0 million securitized senior mortgage, which is included as a liability on our balance sheet. Refer to Note 4 to our consolidated financial statements for additional details.

Asset Management

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

Due to the impact of COVID-19, some of our borrowers have experienced delays in the execution of their business plans. As a result, we have worked with borrowers to execute loan modifications which typically include additional equity contributions from borrowers, repurposing of reserves, temporary deferrals of interest or principal, and partial deferral of coupon interest as payment-in-kind interest. While we have completed a number of loan modifications to date, we also may continue to make additional modifications depending on the duration of the COVID-19 pandemic and its impact on our borrowers’ business plans and our borrowers’ financial condition, liquidity and results of operations.

Our Manager reviews our entire loan portfolio at least quarterly, undertakes an assessment of the performance of each loan, and assigns it a risk rating between “1” and “5,” from least risk to greatest risk, respectively. The weighted average risk rating of our total loan exposure was 3.1 at December 31, 2021.

Current Expected Credit Losses and Loan Risk Ratings

On January 1, 2021, we adopted ASU 2016-13, which implemented the CECL accounting model. Following adoption, we recorded a $78.3 million cumulative effect adjustment to retained earnings.

During year ended December 31, 2021, the Company recorded net current expected credit loss reserve reversals of $9.0 million, which included a principal charge-off of $1.8 million, thus reducing the total allowance for loan losses to $73.5 million as of December 31, 2021. The decline was primarily attributable to expectations of improving macroeconomic conditions and actual improvements in operating results for many collateral properties adversely affected by COVID-19, as well as principal repayments on loans with allowances for credit losses and changes in unfunded commitments, offset in part by the impact of newly originated loans in the fourth quarter of 2021.

In December 2021, the Company received principal repayments of $81.7 million on a senior loan with an outstanding principal balance of $95.0 million, and a maturity date of May 31, 2021, and recorded a principal charge-off of $1.8 million. Following the repayment the maturity date of the loan was extended to January 1, 2023. As of December 31, 2021, the loan had a specific loan loss allowance of $0.3 million, which represents additional collectible interest through the extended maturity date as the loan remains on non-accrual status.

Prior to the adoption of ASU 2016-13, the Company had recorded a $6.0 million provision for loan losses against a loan to the personal estate of a former borrower, which had an outstanding principal balance and a carrying value of $15.0 million. The loan is on non-accrual status and is in maturity default. The amount of the loan loss provision is based on the difference between the net present value of the projected cash flows of the loan and its carrying value. We continue to actively pursue a resolution to this loan.

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Portfolio Financing

Our portfolio financing arrangements include repurchase facilities, asset-specific financing structures, mortgages on real estate owned and Secured Term Loan borrowings.

The following table summarizes our loan portfolio financing (dollars in thousands):

December 31 2021
CapacityUnpaid Principal Balance(1)Weighted Average Coupon(2)
Repurchase agreements$4,065,000$3,274,508L + 2.00%
Repurchase agreement - Side Car271,171215,003L + 4.50%
Loan participations sold168,322168,322L + 3.79%
Notes payable48,00048,000L + 4.00%
Secured Term Loan762,717762,717S + 4.50%
Debt related to real estate owned290,000290,000L + 2.78%
Total / weighted average$5,605,210$4,758,550S/L + 2.65%
Column 1Column 2
(1)Excludes unamortized deferred financing costs relating to loan participations sold of $0.6 million as of December 31, 2021. Excludes unamortized deferred financing costs relating to our Secured Term Loan of $23.0 million as of December 31, 2021. Excludes unamortized deferred financing costs relating to our debt related to real estate owned of $0.2 million as of December 31, 2021.
Column 1Column 2
(2)Weighted average coupon is based on unpaid principal balance and excludes LIBOR floors. One-month LIBOR as of December 31, 2021 was 0.10%. One-month SOFR as of December 31, 2021 was 0.05%. Fixed rate loans are presented as a spread over the relevant floating benchmark rates.

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

Repurchase Agreements

We finance certain of our loans using secured revolving repurchase facilities. As of December 31, 2021, aggregate borrowings outstanding under our secured revolving repurchase facilities totaled $3.5 billion, with a weighted average coupon of one-month LIBOR plus 2.16% per annum. All weighted averages are based on unpaid principal balance. As of December 31, 2021, outstanding borrowings under these facilities had a weighted average term to fully extended maturity (assuming we exercise all extension options and our counterparty agrees to such extension options) of 3.3 years.

Each of the secured revolving repurchase facilities involves “margin maintenance” provisions, which are designed to allow the repurchase lender to maintain a certain margin of credit enhancement against the loan assets which serve as collateral. The lender’s margin amount is typically based on a percentage of the market value of the loan asset and/or mortgaged property collateral. However, certain of our repurchase facilities permit valuation adjustments solely as a result of collateral-specific credit events, while other repurchase facilities contain provisions also allowing our lenders to make margin calls or require additional collateral upon the occurrence of adverse changes in the markets or interest rate or spread fluctuations, subject to minimum thresholds, among other factors. Since inception through December 31, 2021, we have not received any margin calls under any of our repurchase facilities.

Loan Participations Sold

We finance certain investments via the sale of a participation in the loans we own, however we present the loan participation sold as a liability on our consolidated balance sheet because such arrangement does not qualify as a sale under GAAP. In instances where we have multiple loan participations with the same lender, the financings are generally not cross-collateralized. Each of our loan participations sold is generally match-termed to its corresponding loan collateral. As of December 31, 2021, we had two loans financed with separate participations sold to two counterparties.

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Notes Payable

We finance certain investments on a match-term, non-recourse basis with such financings collateralized by our loans, which we refer to as notes payable. Each of our notes payable is generally match-termed to its corresponding loan collateral. As of December 31, 2021, one of our loans was financed with notes payable.

At December 31, 2021, we have one note payable with a par value and a carrying value of $48.0 million collateralized by an investment and cash collateral with a combined carrying value of $116.5 million. The note accrues interest at LIBOR plus 4.00%, subject to a LIBOR floor of 2.43%, and reached its extended maturity on January 4, 2022, at which point the initial maturity was further extended to July 5, 2022 and the maximum maturity was extended to January 4, 2023.  We have incurred $1.0 million in financing costs related to this note payable as of December 31, 2021.

Secured Term Loan

On August 9, 2019, we entered into our Secured Term Loan of $450.0 million. Our Secured Term Loan is collateralized by a pledge of equity in certain subsidiaries and their related assets, as well as a first priority security interest in selected assets. On December 1, 2020, our Secured Term Loan was modified to increase the aggregate principal amount by $325.0 million, increase the interest rate, and increase the quarterly amortization payment. Our Secured Term Loan is presented net of any original issue discount and transaction expenses which are deferred and recognized as a component of interest expense over the life of the loan using the effective interest method.

On December 2, 2021, we entered into a modification of our Secured Term Loan which reduced the interest rate to the greater of (i) 1-month SOFR plus a 0.10% credit spread adjustment and (ii) 0.50%, plus a credit spread of 4.50%.  As of December 31, 2021, our Secured Term Loan has an unpaid principal balance of $762.7 million and a carrying value of $739.8 million.  The Secured Term matures on August 9, 2026.  We have incurred $29.8 million in financing costs related to the Secured Term Loan.

Our Secured Term Loan includes various customary affirmative and negative covenants, including, but not limited to, reporting requirements and certain operational restrictions, including restrictions on dividends, distributions or other payment from our subsidiaries.

Debt Related to Real Estate Owned

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a Uniform Commercial Code foreclosure on a portfolio of seven limited service hotels located in New York, New York. In June 2021, we modified the securitized senior mortgage, which resulted in an extension of the contractual maturity date to February 9, 2024, a principal repayment of $10.0 million, and the payment of $7.6 million of fees and modification costs, among other items. The securitized senior mortgage is non-recourse to us. Our debt related to real estate owned as of December 31, 2021 has an outstanding principal balance of $290.0 million, a carrying value of $289.8 million and a stated rate of L+2.78%, subject to a LIBOR floor of 0.75%. We have incurred $0.2 million in financing costs related to this debt.

For the period from February 8, 2021 through December 31, 2021, we recognized $15.6 million of interest expense related to our debt related to real estate owned, net, $6.3 million of which was in connection with the modification of the securitized senior mortgage.

As of December 31, 2021, we were in compliance with all financial covenants under our financings.

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

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

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The following table summarizes non-consolidated senior interests and related retained subordinate interests as of December 31, 2021 (dollars in thousands):

Non-Consolidated Senior InterestsLoan CountLoan CommitmentUnpaid Principal BalanceCarrying ValueCoupon(1)Term to Fully Extended Maturity (in years)(2)(3)
Floating rate non-consolidated senior loans4$213,000$204,279N/AL + 4.39%0.8
Retained floating rate subordinate loans5152,062147,403147,949L + 10.24%0.6
Fixed rate non-consolidated senior loans2$867,000$859,660N/A3.47%4.9
Retained fixed rate subordinate loans2125,927125,927125,6208.49%5.0
Column 1Column 2
(1)Floating rate non-consolidated senior interests are indexed to one-month LIBOR, which was 0.10% at December 31, 2021. Weighted average is based on unpaid principal balance.
Column 1Column 2
(2)Weighted average is based on unpaid principal balance.
Column 1Column 2
(3)Term to fully extended maturity is determined based on the maximum maturity of each of the corresponding loans, assuming all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

Floating and Fixed Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and as much as possible, match-funding the duration of our financing of such loans and using the same benchmark indices, typically one-month LIBOR. As of December 31, 2021, 96.6% of our loans based on unpaid principal balance were floating rate, and 85.4% of our floating rate loans based on unpaid principal balance had interest rate floors tied to LIBOR, providing protection against certain decreases in prevailing interest rates, and our floating rate loans were all financed with liabilities that require interest payments based on floating rates also determined by reference to one-month LIBOR plus a spread, which resulted in approximately $1.6 billion of net floating rate exposure.

The following table details our net floating rate exposure as of December 31, 2021 (dollars in thousands):

Net Floating Rate Exposure
Floating rate assets(1)$6,380,841
Floating rate liabilities(1)(4,738,550)
Net floating rate exposure$1,642,291
Column 1Column 2
(1)Our floating rate loans and related liabilities are all indexed to one-month LIBOR or SOFR. One-month LIBOR and one-month SOFR as of December 31, 2021 were 0.10% and 0.05%, respectively.

In addition, certain of our loans and financings have floors associated with the benchmark indices that determine the applicable rate on such loans and financings. As of December 31, 2021, 85.4% of our floating rate loans were subject to a one-month LIBOR floor, while 44.6% of our floating rate financings were subject to one-month LIBOR or SOFR floors. As of December 31, 2021, all of the loans held in our portfolio which are subject to a one-month LIBOR floor had one-month LIBOR floors greater than one-month LIBOR. The weighted average one-month LIBOR floor of our floating rate loans based on December 31, 2021 unpaid principal balance was 1.1%. The weighted average one-month LIBOR or SOFR floor of our financings based on December 31, 2021 unpaid principal balance was 0.3%. The LIBOR or SOFR floor on all of our financings which are subject to floors, all had a floors greater than one-month LIBOR or SOFR of 0.10% or 0.05%, respectively, as of December 31, 2021.

LIBOR and certain other floating rate benchmark indices to which our floating rate loans and other loan agreements are tied to, are the subject of recent national, international and regulatory guidance and proposals for reform. On March 5, 2021, the Financial Conduct Authority of the United Kingdom, or the FCA, which regulates

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LIBOR’s administrator, ICE Benchmark Administration Limited, or IBA, announced that all LIBOR tenors

relevant to us will cease to be published or will no longer be representative after June 30, 2023 (and that all other

LIBOR tenors will cease to be published or will no longer be representative either after December 31, 2021 or after June 30, 2023). The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by Treasury securities, as its preferred alternative rate for USD LIBOR

Our agreements generally allow for a new interest rate index to be used if LIBOR is no longer available.  While the impact that the phasing out of LIBOR will have on the Company is not yet determinable, we have begun and expect to continue to utilize alternative rates referenced in our agreements or negotiate a replacement reference rate for LIBOR.

Refer to “Quantitative and Qualitative Disclosures About Market Risk—LIBOR as our Reference Rate” below for additional information.

As of December 31, 2021, one-month LIBOR was 0.10% and our loan portfolio by one-month LIBOR floor level, including fixed rate loans for which LIBOR is not applicable, was as follows (dollars in thousands):

Total Loan Portfolio by LIBOR Floor Levels
One-month LIBOR Floor RangeUnpaid Principal Balance% TotalCumulative% of Total Loan Portfolio
2.00% - 2.50%1,333,91220%20%
1.50% - 1.99%1,381,48321%41%
1.00% - 1.49%976,85715%56%
0.50% - 0.99%210,9303%59%
0.50%1,545,11123%83%
No floor932,54814%97%
Total Floating Rate Loans$6,380,841
Total Fixed Rate Loans221,9633%100%
Total Loans$6,602,804

As of December 31, 2021, we held five fixed rate investments with unpaid principal balances totaling $188.5 million and a weighted average coupon of 9.02% based on unpaid principal balance. Additionally, an investment that we classify as floating rate has a fixed component with an unpaid principal balance of $33.5 and coupon of 17.4%. We do not employ interest rate derivatives (interest rate swaps, caps, collars or swaptions) to hedge our loan portfolio’s cash flow or fair value exposure to increases in interest rates, but we may do so in the future.

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Results of Operations – Years Ended December 31, 2021 and 2020:

Years Ended
December 31, 2021December 31, 2020$ Change% Change
Revenue
Interest and related income$415,263$445,940$(30,677)-6.9%
Less: interest and related expense196,232172,23224,00013.9%
Net interest income219,031273,708(54,677)-20.0%
Revenue from real estate owned27,98427,984100.0%
Total revenue247,015273,708(26,693)-9.8%
Expenses
Management fees - affiliate39,13538,9601750.4%
Incentive fees - affiliate7,766(7,766)-100.0%
Equity compensation8,8125,6703,14255.4%
General and administrative expenses12,5919,0043,58739.8%
Expenses from real estate owned32,19432,194100.0%
Total expenses92,73261,40031,33251.0%
Realized loss on sale of investments(141)(640)499-78.0%
Gain on foreclosure of real estate owned1,4301,430100.0%
Other income5,8555,855100.0%
(Provision for) reversal of current expected credit loss reserve8,962(6,000)14,962-249.4%
Net income$170,389$205,668$(35,279)-17.2%
Net (loss) income attributable to non-controlling interests$(164)$3,259$(3,423)-105.0%
Net income attributable to preferred stock$16$31$(15)-48.4%
Net income attributable to common stock and redeemable common stock$170,537$202,378$(31,841)-15.7%
Net income per share of common stock and redeemable common stock
Basic$1.27$1.52$(0.25)-16.4%
Diluted$1.27$1.52$(0.25)-16.4%
Dividend declared per share$1.48$1.61

Comparison of the years ended December 31, 2021 and 2020

Revenue

Revenue decreased $26.7 million during the year ended December 31, 2021, as compared to the year ended December 31, 2020. The decrease is primarily due to a decrease in net interest income of $54.7 million, offset by an increase in revenue from real estate owned during the year ended December 31, 2021, as compared to the year ended December 31, 2020.

The decrease in net interest income was driven by (i) a decrease in interest and related income of $30.7 million primarily due to the repayment of loans with an outstanding principal balance of $2.9 billion, the impact of non-accrual loans, as well as, greater prepayment fees earned during the year ended December 31, 2020; offset in part, by (ii) interest and related income earned on newly originated loans of $2.3 billion, and (iii) an increase in interest and related expense of $24.0 million during the year ended December 31, 2021, as compared to the year ended December 31, 2020, arising from a net increase in our secured financings, including the impact of increasing our term loan’s interest rate on December 1, 2020, partially offset by (iv) an increase of $28.0 million of revenue from real estate owned earned in connection with our real estate owned which we acquired legal title to on February 8, 2021.

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Expenses

Expenses are primarily comprised of base management fees payable to our Manager, incentive fees payable to our Manager, equity compensation expense, general and administrative expenses, and expenses from real estate owned. Expenses increased by $31.3 million, net, during the year ended December 31, 2021, as compared to the year ended December 31, 2020 primarily due to increases in:

(i) Expenses from real estate owned of $32.2 million incurred during the year ended December 31, 2021, due to operating expenses and depreciation incurred by the portfolio of hotels on which we acquired legal title to on February 8, 2021. These expenses include depreciation expense of $7.1 million. Similar expenses were not incurred during the year ended December 31, 2020 as we did not own any real estate assets during such period;

(ii) General and administrative expenses increased $3.6 million during the year ended December 31, 2021, as compared to the year ended December 31, 2020, primarily due to one-time general and administrative expenses incurred relating to the modification of our secured term loan and the modification of our debt related to real estate owned totaling $4.7 million,  $0.8 million of professional fees incurred in connection with our non-accrual loans, and an increase in general operating expenses incurred in connection with being a newly public company of $3.3 million. This was partially offset by $5.2 million of expenses relating to dead deals that were incurred during the year ended December 31, 2020.

(iii) Equity compensation expense increased $3.1 million during the year ended December 31, 2021, as compared to the year ended December 31, 2020, due to RSUs becoming immediately vested upon our initial public offering, offset by a decrease in equity compensation expense due to the impact of 525,206 performance-based awards being forfeited prior to vesting.

Such increases were offset in part by:

(i) a decrease in Incentive fees—affiliate of $7.8 million as no incentive fee was incurred during the year ended December 31, 2021.

Realized loss on sale of investments

During the year ended December 31, 2021, we recognized a loss of $0.2 million in connection with a sale of a loan with an unpaid principal balance of $48.6 million. During the year ended December 31, 2020, we recognized a loss of $0.6 million in connection with two sales, with an unpaid principal balance of $20.0 million and $132.0 million, respectively.

Gain on foreclosure of real estate owned

During the year ended December 31, 2021, we recognized a gain of $1.4 million on the foreclosure of a portfolio of seven limited-service hotel properties located in New York, New York. This gain is based upon the estimated fair value of the hotel properties of $414.0 million as determined by a third-party appraisal, and our assumption of working capital and debt related to real estate owned, relative to our basis in the investment at the time of foreclosure. The fair value was determined using discount rates ranging from 8.50% to 8.75% and a terminal capitalization rate of 6.00% on projected net operating profits on the hotels.

Other income

During the year ended December 31, 2021 292,731 fully-vested time-based RSU awards were forfeited prior to their delivery pursuant to the terms of the RSU award documents, resulting in us reversing previously recognized compensation expense associated with these RSU awards.

Reversal of current expected credit loss reserve (CECL)

During the year ended December 31, 2021, we reversed $9.0 million of previously recognized CECL reserves, which was based upon improvements in the credit profile our loan portfolio, as well as improvements in macroeconomic conditions, offset by an increase in our loan portfolio based on unpaid principal balance. During the

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year ended December 31, 2020, prior to the adoption of ASU 2016-13, there was a provision for loan losses of $6.0 million on a loan made to the personal estate of a former borrower, which had an outstanding principal balance and a carrying value of $15.0 million.

Non-controlling interests

We own a 51% interest in the JV, which we control. As a result, we consolidate the activities of the JV and account for the 49% interest owned by a third party as income attributable to non-controlling interests. Net income attributable to non-controlling interests decreased by $3.4 million during the year ended December 31, 2021 as compared to the year ended December 31, 2020 as a result of one investment being repaid in full during the year ended December 31, 2020 and the remaining investment held in the JV being on non-accrual status.

See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Results of Operations — Year Ended December 31, 2020 and 2019” in our prospectus comprising a part of our Registration Statement on Form S-11 (File No. 333-260140) (the "Prospectus"), which is accessible on the SEC’s website at www.sec.gov, for a comparison of year ended December 2020 and 2019.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and our Secured Term Loan. As of December 31, 2021, we had 139,840,088 shares of our common stock outstanding representing $2.6 billion of stockholders’ equity and we also had $4.8 billion of outstanding borrowings under our secured financings, our Secured Term Loan, and our debt related to real estate owned. As of December 31, 2021, our secured financings consisted of six secured revolving repurchase facilities for loan investments with capacity of $4.3 billion and an outstanding balance of $3.5 billion, and three asset-specific financings for loan investments with an outstanding balance of $216.3 million. As of December 31, 2021, our Secured Term Loan had an outstanding balance of $762.7 million and our debt related to real estate owned had an outstanding balance of $290.0 million.

Subsequent to December 31, 2021, we increased the capacity on two repurchase facilities by a combined $700 million, increasing our aggregate repurchase facility capacity to $5.0 billion

Debt to Equity Ratio and Total Leverage Ratio

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

Net Debt-to-Equity Ratio is calculated as the ratio of (i) the sum of (a) repurchase agreements, (b) loan participations sold, net, (c) notes payable, net, (d) Secured Term Loan, net, and (e) debt related to real estate owned, less cash and cash equivalents to (ii) total equity.

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The following table presents our Net Debt-to-Equity Ratios and reconciles net debt to total liabilities, the most directly comparable GAAP measure as of December 31, 2021 and December 31, 2020 (dollars in thousands):

December 31, 2021December 31, 2020
Total liabilities$4,851,004$4,330,157
Less: accounts payable, accrued expenses and other liabilities(46,215)(5,164)
Less: interest payable(8,242)(10,180)
Less: dividends payable—common stock, redeemable common stock and vested restricted stock units(51,741)(50,000)
Less: dividends payable—unvested restricted stock units-(3,480)
Less: management fee payable—affiliate(9,983)(9,849)
Less: incentive fee payable—affiliate-(187)
Less: cash and cash equivalents(310,194)(427,512)
Net Debt$4,424,629$3,823,785
Total Stockholders’ Equity$2,604,267$2,622,386
Net Debt-to-Equity Ratio1.7x1.5x

Total Leverage Ratio is a non-GAAP measure used to evaluate our financial leverage and ability to recover our assets after satisfying all liabilities associated with our collateral in the event of a downturn.  Total Leverage Ratio is similar to Net Debt-to-Equity Ratio, however it includes non-consolidated senior interests sold and non-consolidated senior interests held by third parties. Non-consolidated senior interests sold and non-consolidated senior interests held by third parties, as applicable, are secured by the same collateral as our loan and are structurally senior in repayment priority relative to our loan. We believe the inclusion of non-consolidated senior interests sold and non-consolidated senior interests held by third parties provides a meaningful measure of our financial leverage.

Total Leverage Ratio is calculated as the ratio of (i) the sum of (a) repurchase agreements, (b) loan participations sold, net, (c) notes payable, net, (d) Secured Term Loan, net, (e) non-consolidated senior interests sold, (f) non-consolidated senior interests held by third parties, and (g) debt related to real estate owned, less cash and cash equivalents to (ii) total equity.

The following table presents our Total Leverage Ratios and reconciles net total leverage to total liabilities, the most directly comparable GAAP measure as of December 31, 2021 and December 31, 2020 (dollars in thousands):

December 31, 2021December 31, 2020
Total liabilities$4,851,004$4,330,157
Less: accounts payable, accrued expenses and other liabilities(46,215)(5,164)
Less: interest payable(8,242)(10,180)
Less: dividends payable—common stock, redeemable common stock and vested restricted stock units(51,741)(50,000)
Less: dividends payable—unvested restricted stock units-(3,480)
Less: management fee payable—affiliate(9,983)(9,849)
Less: incentive fee payable—affiliate-(187)
Less: cash and cash equivalents(310,194)(427,512)
Non-consolidated senior loans1,063,9391,594,159
Net Total Leverage$5,488,568$5,417,944
Total Stockholders’ Equity$2,604,267$2,622,386
Total Leverage Ratio2.1x2.1x

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Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, interest income from our loans, loan repayments, available borrowings under our secured revolving repurchase facilities and identified borrowing capacity related to our notes payable and loan participations sold, borrowings under our Secured Term Loan, and proceeds from the issuance of our common stock. The following table sets forth, as of December 31, 2021 and 2020, our sources of available liquidity (dollars in thousands):

December 31, 2021December 31, 2020
Cash and cash equivalents$310,194$427,512
Secured financing arrangements(1)584,311650,920
Loan principal payments held by servicer(2)67,1009,169
Total sources of liquidity$961,605$1,087,601
Column 1Column 2
(1)The drawing of such amounts typically remains subject to the satisfaction of the conditions set forth in the relevant financing agreement.
Column 1Column 2
(2)Represents loan principal payments held in lockboxes or by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle, net of the related secured debt balance.

Liquidity Needs

In addition to our ongoing loan origination and acquisition activity, our primary liquidity needs include future fundings to our borrowers on our unfunded loan commitments, interest and principal payments on outstanding borrowings under our financings, operating expenses and dividend payments to our stockholders necessary to satisfy REIT dividend requirements. Additionally, our financing, repurchase and term loan agreements require us to maintain minimum levels of liquidity in order to satisfy certain financial covenants. We currently maintain, and seek to maintain, excess cash and liquidity to comply with minimum liquidity requirements under our financings, and if necessary, to reduce borrowings under our secured financings, including our repurchase agreements.

As of December 31, 2021, we had aggregate unfunded loan commitments of $1.1 billion across 25 investments, and $584.3 million of committed or identified financings for those commitments. The unfunded commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their funding will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan commitments over the remaining maximum term of the related loans, which have a weighted-average future funding period of 3.0 years.

Contractual Obligations and Commitments

Our contractual obligations and commitments as of December 31, 2021 were as follows (dollars in thousands):

Payment Timing
Total ObligationsLess than 1 year1 to 3 years3 to 5 yearsMore than 5 years
Unfunded loan commitments(1)$1,086,534$101,843$854,515$130,176$
Secured financings, term loan agreement, and debt related to real estate owned— principal(2)4,758,5501,493,6932,157,6951,107,162
Secured financings, term loan agreement, and debt related to real estate owned—interest(3)355,853118,865170,85266,136
Total$6,200,937$1,714,401$3,183,062$1,303,474$
Column 1Column 2
(1)The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date and the initial loan maturity date, however we may be obligated to fund these commitments earlier than such date.

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Column 1Column 2
(2)The allocation of our secured financings and term loan agreement is based on the current maturity date of each individual borrowing under the respective agreement and excludes the impact of any extension options.
Column 1Column 2
(3)Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured financing agreements and one-month LIBOR in effect as of December 31, 2021 will remain constant into the future. This is only an estimate, as actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to one-month LIBOR. Totals exclude non-consolidated senior interests.

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

As a REIT, we generally must distribute substantially all of our taxable income to stockholders in the form of dividends to comply with certain of the provisions of the Code. Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Net Distributable Earnings as described previously.

Loan Maturities

The following table summarizes the future scheduled repayments of principal based on initial maturity dates for the loan portfolio as of December 31, 2021 (dollars in thousands):

YearUnpaid Principal BalanceLoan Commitment
2022$2,758,336$2,860,179
2023899,9831,132,363
20242,206,9912,829,126
2025612,494742,670
2026
Thereafter125,000125,000
Total$6,602,804$7,689,338

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the years ended December 31, 2021 and 2020 (dollars in thousands):

December 31, 2021December 31, 2020
Net cash flows provided by operating activities$213,557$140,495
Net cash flows used in investing activities(373,196)(208,861)
Net cash flows provided by financing activities62,801161,322
Net (decrease) increase in cash and cash equivalents and restricted cash$(96,838)$92,956

We experienced a net decrease in cash and cash equivalents and restricted cash of $96.8 million during the year ended December 31, 2021, compared to a net increase of $93.0 million during the year ended December 31, 2020.

During the year ended December 31, 2021, we made initial fundings of $2.3 billion of new loans and $813.7 million of advances on existing loans and made repayments on financings arrangements of $1.8 billion. We received $2.0 billion of borrowings under our financing arrangements, and $2.9 billion from repayment of loan principal.

During the year ended December 31, 2020, we made initial fundings of $226.7 million of new loans and $791.2 million of advances on existing loans and made repayments on financings arrangements of $785.0 million. We

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received $1.1 billion of borrowings under our financing arrangements, and $581.3 million from repayment of loan principal.

Income Taxes

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

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our REIT taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of December 31, 2021 we were in compliance with all REIT requirements.

Refer to Note 12 to our consolidated financial statements for additional information about our income taxes.

Off-Balance Sheet Arrangements

As of December 31, 2021, we had no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

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

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

Current Expected Credit Losses (“CECL”)

The CECL reserve required under ASU 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326)” (“ASU 2016-13”), reflects our current estimate of potential credit losses related to our loan portfolio. The initial CECL allowance recorded on January 1, 2021 is reflected as a direct charge to retained earnings on the Company’s consolidated statements of changes in redeemable common stock and stockholders’ equity.

For our loan portfolio, we, with assistance from a third-party service provider, performed a quantitative assessment of the impact of CECL using the Expected Loss, or EL, approach and the Lifetime Loss Rate, or LLR, method depending on the allocated bucket. For transitional loans, steady & improving loans and stabilized loans, we have applied an EL approach because of the consistency in assessing credit risks and estimating expected credit losses.

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Due to the nature of construction loans, where repayment does not depend on the operating performance of the underlying property, we have applied a LLR approach to estimate the CECL impacts. In certain circumstances we may determine that a loan is no longer suited for the model-based approach due to its unique risk characteristics, or because the repayment of the loan’s principal is collateral-dependent. We may instead elect to employ different methods to estimate loan losses that also conform to ASU 2016-13 and related guidance. If the recovery of that loan’s principal balance is entirely collateral-dependent, we may assess such an asset individually and elect to apply a practical expedient in accordance with ASU 2016-13. Our allowance for loan losses reflects our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, price indices for commercial property, and other macroeconomic factors that may influence the likelihood and magnitude of potential credit losses for our loans during their anticipated term. We license certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on its loan portfolio’s performance. The forecasts are embedded in the licensed model that we use to estimate our allowance for loan losses as discussed below. Selection of these economic forecasts require significant judgement about future events that, while based on the information available to us as of the respective balance sheet dates, are ultimately unknowable with certainty, and the actual economic conditions impacting our loan portfolio could vary significantly from the estimates we made for the periods presented. Additionally, we assess the obligation to extend credit through our unfunded loan commitments over each loan’s contractual period, which is considered in the estimation of the allowance for loan losses.

Real estate owned, net

We may assume legal title or physical possession of the underlying collateral of a defaulted loan through foreclosure. Foreclosed real estate owned, net is initially recorded at estimated fair value and is presented net of accumulated depreciation and impairment charges and the assets and liabilities are presented separately when legal title or physical possession is assumed. If the fair value of the real estate is lower than the carrying value of the loan, the difference, along with any previously recorded Specific CECL Allowances, are recorded as a realized loss on investments in the consolidated statement of operations. Conversely, if the fair value of the real estate is greater than the carrying value of the loan, the difference, along with any previously recorded Specific CECL Allowances, are recorded as a realized gain on investments in the consolidated statement of operations.

Acquisition of real estate is accounted for using the acquisition method under Accounting Standards Codification ("ASC") Topic 805, "Business Combinations." We recognize and measure identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree, if applicable, based on their relative fair values. If applicable, we recognize and measure intangible assets and expense acquisition-related costs in the periods in which the costs are incurred and the services are received.

Real estate assets that are acquired for investment are assumed at their estimated fair value at acquisition and presented net of accumulated depreciation and impairment charges, if any. Upon acquisition, we allocate the value of acquired real estate assets based on the fair value of the acquired land, building, furniture, fixtures and equipment, and intangible assets, if applicable. Real estate assets are depreciated using the straight-line method over estimated useful lives of up to 40 years for buildings and up to 8 years for furniture, fixtures and equipment. Renovations and/or replacements that improve or extend the life of the real estate asset are capitalized and depreciated over their estimated useful lives. The cost of ordinary repairs and maintenance are expensed as incurred.

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

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When determining the fair value of a real estate asset, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.