TPG RE Finance Trust, Inc. (TRTX)
SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1630472. Latest filing source: 0001630472-26-000004.
Informational only - descriptive public-record data, not investment advice.
Business
Read TRTX's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read TRTX's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 103,777,000 | USD | 2025 | 2026-02-17 |
| Net income | 60,319,000 | USD | 2025 | 2026-02-17 |
| Assets | 4,406,230,000 | USD | 2025 | 2026-02-17 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001630472.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 91,982,000 | 120,635,000 | 139,569,000 | 164,973,000 | 176,435,000 | 155,071,000 | 142,105,000 | 88,688,000 | 108,292,000 | 103,777,000 |
| Net income | 69,967,000 | 94,352,000 | 106,941,000 | 126,313,000 | -136,826,000 | 138,550,000 | -60,066,000 | -116,630,000 | 74,335,000 | 60,319,000 |
| Diluted EPS | 1.69 | 1.74 | 1.70 | 1.73 | -2.03 | 0.87 | -0.95 | -1.69 | 0.75 | 0.57 |
| Operating cash flow | 85,734,000 | 91,173,000 | 107,697,000 | 121,665,000 | 132,085,000 | 132,167,000 | 100,496,000 | 80,126,000 | 112,131,000 | 90,361,000 |
| Share buybacks | 0.00 | 0.00 | 37,000 | 25,349,000 | ||||||
| Assets | 2,665,583,000 | 3,355,385,000 | 4,526,790,000 | 5,892,870,000 | 4,908,743,000 | 5,218,020,000 | 5,545,138,000 | 4,214,312,000 | 3,731,429,000 | 4,406,230,000 |
| Liabilities | 1,694,894,000 | 2,154,054,000 | 3,199,620,000 | 4,388,916,000 | 3,442,292,000 | 3,753,314,000 | 4,223,142,000 | 3,089,527,000 | 2,617,388,000 | 3,338,207,000 |
| Stockholders' equity | 970,689,000 | 1,201,331,000 | 1,327,170,000 | 1,503,954,000 | 1,266,900,000 | 1,464,706,000 | 1,321,996,000 | 1,124,785,000 | 1,114,041,000 | 1,068,023,000 |
| Cash and cash equivalents | 103,126,000 | 75,037,000 | 39,720,000 | 79,182,000 | 319,669,000 | 260,635,000 | 254,050,000 | 206,376,000 | 190,160,000 | 87,613,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 76.07% | 78.21% | 76.62% | 76.57% | -77.55% | 89.35% | -42.27% | -131.51% | 68.64% | 58.12% |
| Return on equity | 7.21% | 7.85% | 8.06% | 8.40% | -10.80% | 9.46% | -4.54% | -10.37% | 6.67% | 5.65% |
| Return on assets | 2.62% | 2.81% | 2.36% | 2.14% | -2.79% | 2.66% | -1.08% | -2.77% | 1.99% | 1.37% |
| Liabilities / equity | 1.75 | 1.79 | 2.41 | 2.92 | 2.72 | 2.56 | 3.19 | 2.75 | 2.35 | 3.13 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: InterestIncomeExpenseNet. Source concepts: us-gaap:InterestIncomeExpenseNet.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001630472-26-000004; filed 2026-02-17. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001630472.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | -0.11 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | -1.52 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.05 | reported discrete quarter | ||
| 2023-Q2 | 2023-03-31 | 7,375,000 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 26,146,000 | -0.94 | reported discrete quarter | |
| 2023-Q3 | 2023-06-30 | -69,173,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 19,549,000 | -0.83 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 21,257,000 | 6,381,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 26,803,000 | 16,744,000 | 0.17 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 | 16,744,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-30 | 27,527,000 | 0.26 | reported discrete quarter | |
| 2024-Q3 | 2024-06-30 | 24,715,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-30 | 29,282,000 | 0.23 | reported discrete quarter | |
| 2024-Q4 | 2024-12-31 | 24,680,000 | 10,682,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 24,902,000 | 13,719,000 | 0.12 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | 13,719,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-30 | 25,144,000 | 0.21 | reported discrete quarter | |
| 2025-Q3 | 2025-06-30 | 20,631,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-30 | 28,288,000 | 0.23 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 25,443,000 | 3,976,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 25,717,000 | 18,939,000 | 0.19 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001630472-26-000017; filed 2026-04-28. Concept: InterestIncomeExpenseNet. Source concepts: us-gaap:InterestIncomeExpenseNet.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001630472-26-000017; filed 2026-04-28. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001630472-26-000017; filed 2026-04-28. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001630472-26-000026.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited and audited consolidated financial statements and the accompanying notes included elsewhere in this Form 10-Q and in our Form 10-K filed with the SEC on February 17, 2026. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, and financial condition based on current expectations that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from any results expressed or implied by these forward-looking statements as a result of various factors, including but not limited to those discussed under the heading “Risk Factors” in our Form 10-K filed with the SEC on February 17, 2026.
Overview
We are a commercial real estate finance company externally managed by TPG RE Finance Trust Management, L.P., an affiliate of our sponsor TPG. We directly originate, acquire and manage commercial mortgage loans and other commercial real estate-related debt instruments in North America for our balance sheet. Our objective is to provide attractive risk-adjusted returns to our stockholders over time through cash distributions and capital appreciation. To meet our objective, we focus primarily on directly originating and selectively acquiring floating rate first mortgage loans that are secured by high quality commercial real estate properties undergoing some form of transition and value creation, such as retenanting, refurbishment or other form of repositioning. The collateral underlying our loans is located in primary and select secondary markets in the U.S. that we believe have attractive economic conditions and commercial real estate fundamentals. We operate our business as one segment.
We made an election to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2014. We believe we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and we believe that our organization and current and intended manner of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. As a REIT, we generally are not subject to U.S. federal income tax on our REIT taxable income that we distribute currently to our stockholders. We operate our business in a manner that permits us to maintain an exclusion or exemption from registration under the Investment Company Act.
Our Manager
We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a leading global alternative asset manager with $306 billion in assets under management as of March 31, 2026. TPG offers a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit, and real estate. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, the selection, origination or purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's Real Estate platform and TPG’s management committee.
For a summary of certain terms of the management agreement between us and our Manager (the “Management Agreement”), see Note 11 to our Consolidated Financial Statements included in this Form 10-Q.
Macroeconomic Environment
Thus far, 2026 has been marked by significant uncertainty and volatility in global markets, largely driven by geopolitical conditions and the effects of international conflicts and inflation on global markets and interest rates, tariffs and international trade policy and disputes, and political and regulatory uncertainty. After a series of interest rate decreases by the Federal Reserve in 2024 and 2025, the Federal Reserve has elected to hold interest rates steady thus far in 2026. Uncertainty related to international conflicts, oil prices and inflation have caused market expectations with respect to future interest rate policy to shift, with many now projecting no reductions in rates during the remainder of 2026, or potentially increases in rates before the end of the year or in 2027.
These market dynamics have posed challenges to commercial real estate transaction activity so far in 2026. However, the cost and availability of debt continues to remain more constructive for real estate values and transaction activity as compared to recent past periods. During the six months ended June 30, 2026, we originated five first mortgage loans, with aggregate total loan commitments of $614.4 million, an aggregate initial unpaid principal balance of $585.6 million, and aggregate unfunded commitments at closing of $28.8 million. While we currently believe that market conditions are favorable for additional origination activity over the remainder of 2026, significant uncertainty continues to exist with respect to interest rate policy, geopolitical conditions and international conflicts, oil prices, inflation, and the political and regulatory environment. Our continued monitoring of these and other conditions will continue to inform our loan origination volumes, liquidity, and capital allocation throughout the remainder of 2026.
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Second Quarter 2026 Activity
Operating Results:
•Recognized Net income attributable to common stockholders of $9.4 million, compared to $15.2 million for the three months ended March 31, 2026, a decrease of $5.8 million.
•Produced Net interest income of $23.7 million, resulting from interest income of $74.1 million and interest expense of $50.4 million. Net interest income decreased $2.1 million compared to the three months ended March 31, 2026.
•Generated Distributable Earnings of $17.6 million, compared to $19.5 million for the three months ended March 31, 2026, a decrease of $1.9 million.
•Recorded an increase to our allowance for credit losses on our loan portfolio of $3.5 million, for a total allowance for credit losses of $80.7 million, or 179 basis points of total loan commitments of $4.5 billion.
•Declared a common stock dividend of $0.24 per common share for the three months ended June 30, 2026.
Investment Portfolio Activity:
•Originated three first mortgage loans with aggregate total loan commitments of $466.0 million, an aggregate initial unpaid principal balance of $450.0 million, aggregate unfunded loan commitments at closing of $16.0 million, a weighted average interest rate of Term SOFR plus 2.79%, and a weighted average interest rate floor of 2.63%.
•Funded $14.8 million of future funding obligations associated with existing loans.
•Received one full loan repayment of $227.1 million and partial principal payments of $47.3 million related to two loans for total loan repayments of $274.4 million.
Corporate Financing Activity:
•Closed a secured term loan (the "Term Loan B") with an aggregate principal amount of $400.0 million due in 2033, priced at 99.75% and bears interest at Term SOFR plus 275 basis points.
•Closed a $100.0 million corporate revolving credit facility (the "Revolver") due in 2031 which bears interest at Term SOFR plus 200 basis points and was undrawn at close.
Investment Portfolio Financing Activity:
•Extended the Wells Fargo secured credit agreement to 2028 and increased the capacity by $350.0 million to $850.0 million.
•Closed a $500.0 million secured credit agreement with Citi.
•Increased the capacity of the Goldman Sachs secured credit agreement by $250.0 million to $750.0 million.
•Redeemed all $597.8 million of outstanding investment-grade bonds of TRTX 2022-FL5. 17 collateral interests with an aggregate unpaid principal balance of $698.1 million financed therein were refinanced primarily by the upsize of the Wells Fargo secured credit agreement.
•Utilized the reinvestment feature in TRTX 2025-FL6 and TRTX 2025-FL7 two times and one time, respectively, recycling loan repayments of $113.3 million and $3.9 million, respectively.
Liquidity:
•Maintained substantial near-term liquidity of $488.2 million, as of June 30, 2026, comprised of:
•$65.6 million of cash-on-hand, of which $26.1 million was available for investment, net of $39.5 million held to satisfy liquidity covenants under our various financing arrangements.
•Undrawn capacity (liquidity available to us without the need to pledge additional collateral to our lenders) of $297.4 million under secured credit agreements with three lenders and $20.0 million under other financing arrangements.
•Undrawn capacity of $100.0 million under the Revolver.
•Collateralized loan obligation reinvestment proceeds held at the trustee of $5.2 million.
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We have financed our loan investments as of June 30, 2026 utilizing two CRE CLOs totaling $1.9 billion, $992.0 million under secured credit agreements with total commitments of $2.3 billion provided by four lenders, $60.2 million under asset-specific financing arrangements and $128.9 million under our $375.0 million secured revolving credit facility. Additionally, we held unencumbered loan investments with an aggregate unpaid principal balance of $186.0 million that are eligible to pledge under our existing financing arrangements.
As of June 30, 2026, 54.3% of our borrowings were pursuant to our CRE CLO vehicles, 31.8% were pursuant to our secured credit agreements and secured revolving credit facility, 1.7% were pursuant to our asset-specific financing arrangements, 0.9% were pursuant to our mortgage loan payable, and 11.3% were pursuant to our Term Loan B. Non-mark-to-market financing comprised 85.2% of total borrowings as of June 30, 2026.
Our ability to draw on our secured credit agreements and secured revolving credit facility is dependent upon our lenders’ willingness to accept as collateral loan investments we pledge to them to secure additional borrowings. These financing arrangements have credit spreads based upon the LTV and other risk characteristics of collateral pledged, and provide financing with mark-to-market provisions limited to collateral-specific events (i.e., "credit" marks). Borrowings under our secured revolving credit agreement are permitted with respect to collateral that satisfies pre-determined eligibility standards, and have a pre-determined advance rate (generally, 75% of the unpaid principal balance pledged) and credit spread (Term SOFR plus 2.00%). As of June 30, 2026, borrowings under these secured credit agreements and secured revolving credit facility had a weighted average credit spread of 1.63% (1.65% for arrangements with mark-to-market provisions and 1.60% for two arrangements with no mark-to-market provisions), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 3.2 years. These financing arrangements are generally 25% recourse to Holdco, with the exception of the secured revolving credit facility that is 100% recourse to Holdco.
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Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared p
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this 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 Form 10-K.
This section discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Overview
We are a commercial real estate finance company externally managed by TPG RE Finance Trust Management, L.P., an affiliate of our sponsor TPG. We directly originate, acquire and manage commercial mortgage loans and other commercial real estate-related debt instruments in North America for our balance sheet. Our objective is to provide attractive risk-adjusted returns to our stockholders over time through cash distributions and capital appreciation. To meet our objective, we focus primarily on directly originating and selectively acquiring floating rate first mortgage loans that are secured by high quality commercial real estate properties undergoing some form of transition and value creation, such as retenanting, refurbishment or other form of repositioning. The collateral underlying our loans is located in primary and select secondary markets in the U.S. that we believe have attractive economic conditions and commercial real estate fundamentals. We operate our business as one segment.
We made an election to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2014. We believe we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and we believe that our organization and current and intended manner of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. As a REIT, we generally are not subject to U.S. federal income tax on our REIT taxable income that we distribute currently to our stockholders. We operate our business in a manner that permits us to maintain an exclusion or exemption from registration under the Investment Company Act.
Our Manager
We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a leading global alternative asset manager with $303 billion in assets under management as of December 31, 2025. TPG offers a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit, and real estate. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, the selection, origination or purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's Real Estate platform and TPG’s management committee.
For a summary of certain terms of the management agreement between us and our Manager (the “Management Agreement”), see Note 10 to our Consolidated Financial Statements included in this Form 10-K.
Macroeconomic Environment
2025 was marked by significant volatility in global markets, driven by tariffs and international trade policy and disputes, political and regulatory uncertainty, geopolitical conditions, elevated interest rates, and inflation. Collectively, these market dynamics have posed challenges to commercial real estate values and transaction activity. However, the Federal Reserve decreased interest rates in 2024 and 2025, which has contributed to an improvement in the cost and availability of debt. This was constructive for real estate values and transaction activity. In 2025, we originated 20 first mortgage loans, with aggregate total loan commitments of $1.9 billion, an aggregate initial unpaid principal balance of $1.8 billion, and aggregate unfunded commitments at closing of $0.1 billion. This represented a significant increase in origination activity over 2024, when we originated eight first mortgage loans, with aggregate total loan commitments of $562.3 million, an aggregate initial unpaid principal balance of $532.0 million, and aggregate unfunded commitments at closing of $30.3 million.
Thus far, 2026 has been marked by additional policy-driven uncertainty and market volatility, including with respect to international trade policy and geopolitical conditions. The Federal Reserve recently held interest rates steady for the first time since July 2025. While some officials have expressed support for additional decreases in interest rates in 2026, other officials have expressed opposition to additional decreases. As a result, significant uncertainty exists with respect to the timing, direction and extent of any future interest rate changes, in addition to uncertainty related to international trade policy, the political and regulatory environment, geopolitical events, and inflation. Our continued monitoring of these and other conditions will continue to inform our loan origination volumes, liquidity, and capital allocation in 2026.
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Fourth Quarter 2025 Activity
Operating Results:
•Recognized Net income attributable to common stockholders of $0.2 million, compared to $18.4 million for the three months ended September 30, 2025, a decrease of $18.2 million.
•Produced Net interest income of $25.4 million, resulting from interest income of $74.4 million and interest expense of $49.0 million. Net interest income decreased $2.8 million compared to the three months ended September 30, 2025.
•Generated Distributable Earnings of $18.5 million, compared to $19.9 million for the three months ended September 30, 2025, a decrease of $1.4 million.
•Recorded an increase to our allowance for credit losses on our loan portfolio of $11.3 million, for a total allowance for credit losses of $77.4 million, or 180 basis points of total loan commitments of $4.3 billion.
•Declared a common stock dividend of $0.24 per common share for the three months ended December 31, 2025.
Investment Portfolio Activity:
•Originated nine first mortgage loans with aggregate total loan commitments of $927.0 million, an aggregate initial unpaid principal balance of $843.0 million, aggregate unfunded loan commitments at closing of $83.9 million, a weighted average interest rate of Term SOFR plus 2.66%, and a weighted average interest rate floor of 2.74%.
•Funded $11.9 million of future funding obligations associated with existing loans.
•Received six full loan repayments of $378.3 million.
Investment Portfolio Financing Activity:
•Issued TRTX 2025-FL7, a $1.1 billion managed CRE CLO with $957.0 million of investment-grade bonds outstanding, a 30-month reinvestment period, an advance rate of 87.0%, and a weighted average interest rate at issuance of Term SOFR plus 1.67%, before transaction costs.
•Redeemed all $411.5 million of outstanding investment-grade bonds of TRTX 2021-FL4. Five collateral interests with an aggregate unpaid principal balance of $205.2 million financed therein were refinanced by the issuance of TRTX 2025-FL7.
•Utilized the reinvestment feature in TRTX 2025-FL6 three times, recycling loan repayments of $163.9 million.
•Executed an extension of the Goldman Sachs secured credit agreement through November 17, 2029.
•Executed an extension of the initial maturity of the Barclays secured credit agreement.
Full Year 2025 Activity
Operating Results:
•Recognized Net income attributable to common stockholders of $45.5 million, or $0.57 per diluted share, and Distributable Earnings of $76.8 million or $0.97 per diluted share.
•Produced Net interest income of $103.8 million, resulting from interest income of $290.2 million and interest expense of $186.5 million.
•Declared dividends of $77.9 million, or $0.96 per common share, representing a 11.1% annualized dividend yield based on the December 31, 2025 closing price of $8.61.
Investment Portfolio Activity:
•Originated 20 first mortgage loans with total loan commitments of $1.9 billion, an aggregate initial unpaid principal balance of $1.8 billion, unfunded loan commitments of $0.1 billion, a weighted average interest rate of Term SOFR plus 2.82%, and a weighted average interest rate floor of 2.95%.
•Funded $42.6 million in future funding obligations associated with existing loans.
•Received loan repayments, in whole and in part, of $987.9 million.
•Sold two office properties classified as real estate owned for net proceeds of $39.4 million, resulting in a gain on sale of real estate, net of $7.0 million.
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Investment Portfolio Financing Activity:
•Issued TRTX 2025-FL6, a $1.1 billion managed CRE CLO with $962.5 million of investment-grade bonds outstanding, a 30-month reinvestment period, an advance rate of 87.5%, and a weighted average interest rate at issuance of Term SOFR plus 1.83%, before transaction costs.
•Redeemed all $114.6 million of outstanding investment-grade bonds of TRTX 2019-FL3. Three collateral interests with an aggregate unpaid principal balance of $143.0 million financed therein were refinanced by the issuance of TRTX 2025-FL6.
•Utilized the reinvestment feature in TRTX 2025-FL6 seven times, recycling loan repayments of $331.9 million.
•Extended our secured revolving credit facility by three years to February 2028 and increased the capacity by $85.0 million to $375.0 million, with a syndicate of seven lenders.
•Non-mark-to-market financing comprised 82.0% of total loan portfolio borrowings as of December 31, 2025.
Liquidity:
•Maintained substantial near-term liquidity of $143.0 million, as of December 31, 2025, comprised of:
•$87.6 million of cash-on-hand, of which $72.6 million was available for investment, net of $15.0 million held to satisfy liquidity covenants under our secured financing agreements.
•Undrawn capacity (liquidity available to us without the need to pledge additional collateral to our lenders) of $21.4 million under secured credit agreements with two lenders, and $30.0 million under other financing arrangements.
•Collateralized loan obligation reinvestment proceeds of $4.0 million.
We have financed our loan investments as of December 31, 2025 utilizing three CRE CLOs totaling $2.6 billion, $591.2 million under secured credit agreements with total commitments of $1.7 billion provided by four lenders, $60.2 million under asset-specific financing arrangements, and $31.5 million under our $375.0 million secured revolving credit facility. Additionally, we held unencumbered loan investments with an aggregate unpaid principal balance of $127.1 million that are eligible to pledge under our existing financing arrangements. As of December 31, 2025, 79.2% of our borrowings were pursuant to our CRE CLO vehicles, 19.0% were pursuant to our secured credit agreements and secured revolving credit facility and 1.8% were pursuant to our asset-specific financing arrangements. Non-mark-to-market financing comprised 82.0% of total loan portfolio borrowings as of December 31, 2025.
Our ability to draw on our secured credit agreements and secured revolving credit facility is dependent upon our lenders’ willingness to accept as collateral loan investments we pledge to them to secure additional borrowings. These financing arrangements have credit spreads based upon the LTV and other risk characteristics of collateral pledged, and provide financing with mark-to-market provisions limited to collateral-specific events (i.e., "credit" marks). Borrowings under our secured revolving credit agreement are permitted with respect to collateral that satisfies pre-determined eligibility standards, and have a pre-determined advance rate (generally, 75% of the unpaid principal balance pledged) and credit spread (Term SOFR plus 2.00%). As of December 31, 2025, borrowings under these secured credit agreements and secured revolving credit facility had a weighted average credit spread of 1.69% (1.67% for arrangements with mark-to-market provisions and 2.00% for one arrangement with no mark-to-market provisions), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 3.9 years. These financing arrangements are generally 25% recourse to Holdco, with the exception of the secured revolving credit facility that is 100% recourse to Holdco.
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Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared per common share, Distributable Earnings, and book value per common share. As further described below, Distributable Earnings is a measure that is not prepared in accordance with GAAP. We use Distributable Earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current investment activity and operations.
For the three months ended December 31, 2025, we recorded net income attributable to common stockholders of $0.00 per diluted common share, a decrease of $0.23 per diluted common share from the three months ended September 30, 2025, of which (i) $0.17 per diluted common share relates to an increase quarter over quarter in our credit loss expense, which was a $11.3 million expense during the fourth quarter of 2025 compared to $2.6 million benefit during the third quarter of 2025 and (ii) $0.04 per diluted common share related to a decrease in net interest income.
Distributable Earnings per diluted common share was $0.24 for the three months ended December 31, 2025, a decrease of $0.01 per diluted common share from the three months ended September 30, 2025. The decrease in Distributable Earnings per diluted common share was primarily due to a decrease in net interest income of $0.04 per diluted common share, partially offset by a decrease in expenses from real estate owned operations of $0.02 per diluted common share.
For the three months ended December 31, 2025, we declared a cash dividend of $0.24 per common share which was paid on January 23, 2026.
Our book value per common share as of December 31, 2025 was $11.07, a decrease of $0.20 per common share from our book value per common share as of December 31, 2024 of $11.27. The decrease of $0.20 per common share was primarily due to (i) an increase in credit loss expense of $0.17 per common share and (ii) preferred stock dividends declared of $0.16 per common share, which was partially offset by amortization of stock compensation expense of $0.11 per common share during the year ended December 31, 2025. Additionally, on a net basis, book value per common share increased $0.05 per common share due to share repurchases and issuances during the year ended December 31, 2025.
The following table sets forth the calculation of basic and diluted net income attributable to common stockholders per share and dividends declared per share (dollars in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | September 30, 2025 | 2025 | 2024 | |||||||||||
| Net income | $ | 3,976 | $ | 21,993 | $ | 60,319 | $ | 74,335 | ||||||
| Preferred stock dividends(1) | (3,148) | (3,148) | (12,592) | (12,592) | ||||||||||
| Participating securities' share in earnings | (639) | (396) | (2,248) | (2,077) | ||||||||||
| Net income attributable to common stockholders - see Note 11 | $ | 189 | $ | 18,449 | $ | 45,479 | $ | 59,666 | ||||||
| Weighted average common shares outstanding, basic | 78,269,283 | 78,515,639 | 79,299,265 | 79,801,990 | ||||||||||
| Weighted average common shares outstanding, diluted - see Note 11 | 78,445,515 | 78,813,809 | 79,445,823 | 79,888,044 | ||||||||||
| Earnings per common share, basic(2) | $ | 0.00 | $ | 0.23 | $ | 0.57 | $ | 0.75 | ||||||
| Earnings per common share, diluted(2) | $ | 0.00 | $ | 0.23 | $ | 0.57 | $ | 0.75 | ||||||
| Dividends declared per common share | $ | 0.24 | $ | 0.24 | $ | 0.96 | $ | 0.96 |
____________________________
(1)Includes preferred stock dividends declared and paid on outstanding shares of Series A Preferred Stock and Series C Preferred Stock.
(2)Basic and diluted earnings per common share are computed independently based on the weighted average shares of common stock outstanding. Diluted earnings per common share includes the impact of participating securities outstanding.
Distributable Earnings
Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss) attributable to our common stockholders, including realized gains and losses from loan write-offs, loan sales and other loan resolutions (including conversions to REO), regardless of whether such items are included in other comprehensive income or loss, or in GAAP net income (loss), and excluding (i) non-cash stock compensation expense, (ii) depreciation and amortization expense (which only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments), (iii) unrealized gains (losses) (including credit loss expense (benefit), net), and (iv) certain non-cash or income and expense items.
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We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We generally must distribute at least 90% of our net taxable income annually, subject to certain adjustments and excluding any net capital gains, for us to continue to qualify as a REIT for U.S. federal income tax purposes. We believe that one of the primary reasons investors purchase our common stock is to receive our dividends. Because of our investors’ continued focus on our ability to pay dividends, Distributable Earnings is an important measure for us to consider when determining our distribution policy and dividends per common share. Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan investment and operating activities.
Distributable Earnings excludes the impact of our credit loss provision or reversals of our credit loss provision, but only to the extent that our credit loss provision exceeds any realized credit losses during the applicable reporting period. See Note 2 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our accounting policies and estimation of our allowance for credit losses.
Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), an indication of our GAAP cash flows from operations, 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.
The following table provides a reconciliation of GAAP net income attributable to common stockholders to Distributable Earnings (dollars in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | September 30, 2025 | 2025 | 2024 | |||||||||||
| Net income attributable to common stockholders - see Note 11 | $ | 189 | $ | 18,449 | $ | 45,479 | $ | 59,666 | ||||||
| Non-cash stock compensation expense | 4,402 | 1,389 | 9,807 | 6,387 | ||||||||||
| Depreciation and amortization | 2,595 | 2,712 | 12,722 | 15,987 | ||||||||||
| Credit loss expense (benefit), net | 11,277 | (2,608) | 13,871 | 4,147 | ||||||||||
| GAAP Gain on sale of real estate owned, net(1) | — | — | (6,970) | — | ||||||||||
| Adjusted Gain on sale of real estate owned, net for purposes of Distributable Earnings(1) | — | — | 1,869 | — | ||||||||||
| Distributable earnings before realized losses from loan sales and other loan resolutions | $ | 18,463 | $ | 19,942 | $ | 76,778 | $ | 86,187 | ||||||
| Realized loss on loan write-offs related to loan sales and REO conversions | — | — | — | $ | (9,729) | |||||||||
| Distributable earnings | $ | 18,463 | $ | 19,942 | $ | 76,778 | $ | 76,458 | ||||||
| Weighted average common shares outstanding, basic | 78,269,283 | 78,515,639 | 79,299,265 | 79,801,990 | ||||||||||
| Weighted average common shares outstanding, diluted - see Note 11 | 78,445,515 | 78,813,809 | 79,445,823 | 79,888,044 | ||||||||||
| Distributable earnings per common share, basic | $ | 0.24 | $ | 0.25 | $ | 0.97 | $ | 0.96 | ||||||
| Distributable earnings per common share, diluted | $ | 0.24 | $ | 0.25 | $ | 0.97 | $ | 0.96 |
____________________________
(1)GAAP Gain on sale of real estate owned, net includes the impact of $5.1 million of depreciation and amortization expense recognized in previous quarters. For purposes of Distributable Earnings, depreciation and amortization expense on real estate owned is an add back in the quarter recognized. Accordingly, in the reporting period sold, the GAAP Gain on sale of real estate owned, net must be reduced by the accumulated depreciation and amortization expense previously recognized.
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Book Value Per Common Share
The following table sets forth the calculation of our book value per common share (dollars in thousands, except share and per share data):
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Total stockholders’ equity | $ | 1,068,023 | $ | 1,114,041 | ||
| Series C Preferred Stock ($201,250 aggregate liquidation preference) | (201,250) | (201,250) | ||||
| Series A Preferred Stock ($125 aggregate liquidation preference) | (125) | (125) | ||||
| Total stockholders’ equity, net of preferred stock | $ | 866,648 | $ | 912,666 | ||
| Number of common shares outstanding at period end | 78,318,722 | 81,003,693 | ||||
| Book value per common share | $ | 11.07 | $ | 11.27 |
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Investment Portfolio Overview
Our interest-earning assets are comprised of a portfolio of primarily floating rate, first mortgage loans, or in two instances, contiguous mezzanine loans. As of December 31, 2025, our loans held for investment portfolio consisted of 50 first mortgage loans (or interests therein) totaling $4.3 billion of commitments with an unpaid principal balance of $4.1 billion. As of December 31, 2025, 99.7% of the loan commitments in our portfolio consisted of floating rate loans, of which 100.0% were first mortgage loans. In two instances, a first mortgage loan and contiguous mezzanine loan both owned by us. As of December 31, 2025, we had $173.6 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones.
We may hold REO as a result of taking title to a loan's collateral. As of December 31, 2025, we owned two office properties and four multifamily properties with an aggregate carrying value of $237.7 million.
During the three months ended December 31, 2025, we originated nine mortgage loans with aggregate total loan commitments of $927.0 million, an aggregate initial unpaid principal balance of $843.0 million, and aggregate unfunded commitments at closing of $83.9 million. Loan fundings included $11.9 million of deferred future fundings related to previously originated loans. We received proceeds from six loan repayments in full of $378.3 million for total loan repayments of $378.3 million during the period.
The following table details our loans held for investment portfolio activity by unpaid principal balance (dollars in thousands):
| Three Months Ended, | Year Ended, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2025 | ||||||||
| Loan originations and acquisitions — initial funding | $ | 843,043 | $ | 1,778,797 | |||||
| Other loan fundings(1) | 11,918 | 42,614 | |||||||
| Loan repayments | (378,330) | (987,871) | |||||||
| Total loan activity, net | $ | 476,631 | $ | 833,540 |
_______________________________
(1)Additional fundings made under existing loan commitments. Includes accrued PIK interest of $0.2 million and $0.7 million for the three months and year ended December 31, 2025, respectively.
For the three months ended December 31, 2025, we generated interest income of $74.4 million and incurred interest expense of $49.0 million, which resulted in net interest income of $25.4 million.
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The following table details overall statistics for our loans held for investment portfolio as of December 31, 2025 (dollars in thousands):
| Balance sheet portfolio | Total loan exposure(1) | |||||
|---|---|---|---|---|---|---|
| Number of loans(1) | 50 | 50 | ||||
| Floating rate loans | 99.7 | % | 99.7 | % | ||
| Total loan commitments | $ | 4,290,603 | $ | 4,290,603 | ||
| Unpaid principal balance(2) | $ | 4,118,050 | $ | 4,118,050 | ||
| Unfunded loan commitments(3) | $ | 173,595 | $ | 173,595 | ||
| Amortized cost | $ | 4,103,022 | $ | 4,103,022 | ||
| Weighted average credit spread | 3.2 | % | 3.2 | % | ||
| Weighted average all-in yield(4) | 7.1 | % | 7.1 | % | ||
| Weighted average term to extended maturity (in years)(5) | 3.0 | 3.0 | ||||
| Weighted average LTV(6) | 65.7 | % | 65.7 | % |
_________________________________
(1)In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party, we retain on our balance sheet a mezzanine loan. Total loan exposure encompasses the entire loan portfolio we originated, acquired and financed. We did not have any non-consolidated senior interests as of December 31, 2025. As of December 31, 2025, total loan exposure includes one fixed rate contiguous mezzanine loan.
(2)Unpaid principal balance includes PIK interest of $1.0 million related to one loan as of December 31, 2025.
(3)Unfunded loan commitments may be funded over the term of each loan, subject in certain cases to an expiration date or a force-funding date, primarily to finance property improvements or lease-related expenditures by our borrowers and to finance operating deficits during renovation and lease-up.
(4)As of December 31, 2025, all of our floating rate loans were indexed to Term SOFR. In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for the total portfolio assumes Term SOFR as of December 31, 2025 for weighted average calculations.
(5)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2025, based on the unpaid principal balance of our total loan exposure, 56.3% of our loans were subject to yield maintenance or other prepayment restrictions and 43.7% were open to repayment without penalty.
(6)Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
The following table details the interest rate floors for our loans held for investment portfolio as of December 31, 2025 (dollars in thousands):
| Interest rate floors | Total commitment(1) | Unpaid principal balance | Weighted average interest rate floor | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0.50% or less | $ | 493,080 | $ | 486,208 | 0.19 | % | |||||
| 0.51% to 1.00% | 66,935 | 66,175 | 0.89 | ||||||||
| 1.01% to 1.50% | — | — | — | ||||||||
| 1.51% to 2.00% | — | — | — | ||||||||
| 2.01% to 2.50% | 515,756 | 484,292 | 2.44 | ||||||||
| 2.51% to 3.00% | 1,670,051 | 1,576,735 | 2.92 | ||||||||
| 3.01% to 3.50% | 1,493,781 | 1,453,640 | 3.30 | ||||||||
| 3.51% or greater | 51,000 | 51,000 | 4.00 | ||||||||
| Total | $ | 4,290,603 | $ | 4,118,050 | 2.66 | % |
_________________________________
(1)Excludes capitalized interest of $1.0 million related to one loan.
For information regarding the financing of our loans held for investment portfolio, see the section entitled “Investment Portfolio Financing.”
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Real Estate Owned
As of December 31, 2025, we owned two office properties and four multifamily properties, each of which previously served as collateral for first mortgage loans. During the year ended December 31, 2025, we did not acquire any REO properties. We sold two office properties during the year ended December 31, 2025 to third parties.
The following table details the carrying value of each of our REO properties reflected on our consolidated balance sheet as of December 31, 2025 (dollars in thousands):
| Property type | Location | Month of acquisition | Carrying value | ||||
|---|---|---|---|---|---|---|---|
| Office | Houston, TX | April 2023 | $ | 46,289 | |||
| Office | Manhattan, NY | December 2023 | 36,309 | ||||
| Multifamily | Arlington Heights, IL | December 2023 | 65,853 | ||||
| Multifamily | San Antonio, TX | November 2024 | 28,241 | ||||
| Multifamily | San Antonio, TX | November 2024 | 25,220 | ||||
| Multifamily | Chicago, IL | December 2024 | 35,831 | ||||
| $ | 237,743 |
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Asset Management
We actively manage the assets in our portfolio from closing to final repayment or resolution. We are party to agreements with Situs Asset Management, LLC (“SitusAMC”), one of the largest commercial mortgage loan servicers, pursuant to which SitusAMC (i) provides us with dedicated asset management employees to provide asset management services pursuant to our proprietary guidelines and (ii) services our loans. Following the closing of an investment, the dedicated asset management team rigorously monitors the investment under our Manager’s oversight, with an emphasis on ongoing financial, legal and quantitative analyses. Through the final repayment of an investment, 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. We manage our REO using resources of TPG's Real Estate platform and third-party property managers all under the direct supervision of our Manager.
Loan Portfolio Review
Our Manager reviews our entire loan portfolio 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. See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a discussion regarding the risk rating system that we use in connection with our loan portfolio.
The following table allocates the amortized cost basis of our loans held for investment portfolio based on our internal risk ratings (dollars in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk rating | Number of loans | Amortized cost | Number of loans | Amortized cost | |||||||||
| 1 | — | $ | — | — | $ | — | |||||||
| 2 | 3 | 169,232 | 1 | 62,716 | |||||||||
| 3 | 44 | 3,773,844 | 42 | 3,098,671 | |||||||||
| 4 | 3 | 159,946 | 2 | 117,201 | |||||||||
| 5 | — | — | — | — | |||||||||
| Totals | 50 | $ | 4,103,022 | 45 | $ | 3,278,588 |
The following table allocates the amortized cost basis of our loans held for investment portfolio based on our property type classification (dollars in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property type | Number of loans | Amortized cost | Weighted average risk rating | Number of loans | Amortized cost | Weighted average risk rating | |||||||||||||
| Multifamily | 28 | $ | 2,211,484 | 3.0 | 26 | $ | 1,718,386 | 3.0 | |||||||||||
| Industrial | 8 | 715,816 | 3.0 | 2 | 148,103 | 3.0 | |||||||||||||
| Office | 5 | 441,157 | 3.1 | 6 | 581,996 | 3.1 | |||||||||||||
| Life Science | 3 | 333,477 | 3.0 | 3 | 354,402 | 3.0 | |||||||||||||
| Hotel | 4 | 257,540 | 2.8 | 6 | 333,443 | 2.8 | |||||||||||||
| Mixed-Use | 1 | 76,548 | 4.0 | 1 | 75,327 | 4.0 | |||||||||||||
| Self Storage | 1 | 67,000 | 3.0 | 1 | 66,931 | 3.0 | |||||||||||||
| Totals | 50 | $ | 4,103,022 | 3.0 | 45 | $ | 3,278,588 | 3.0 |
The weighted average risk rating of our loan portfolio was 3.0 as of December 31, 2025, unchanged from December 31, 2024.
During the three months ended December 31, 2025, we upgraded two loans and downgraded one loan. We upgraded two multifamily loans from "3" to "2" due to continued strong operating performance. We downgraded one multifamily loan from "3" to "4" due to operational challenges during the quarter. We assigned an initial risk rating of "3" to nine newly originated loans. We received repayment in full of six loans with a total unpaid principal balance of $378.3 million and a weighted average risk rating of 3.0 as of September 30, 2025.
During the three months ended September 30, 2025, we did not upgrade or downgrade any of our loans as part of our quarterly risk rating process. We assigned an initial risk rating of "3" to four newly originated loans. We received repayment in full of six loans with a total unpaid principal balance of $405.8 million and a weighted average risk rating of 3.0 as of June 30, 2025.
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During the three months ended June 30, 2025, we did not upgrade or downgrade any of our loans as part of our quarterly risk rating process. We assigned an initial risk rating of "3" to seven newly originated loans. We received repayment in full of three loans with a total unpaid principal balance of $147.4 million and a weighted average risk rating of 3.0 as of March 31, 2025.
During the three months ended March 31, 2025, we did not upgrade or downgrade any of our loans as part of our quarterly risk rating process.
Loan Modification Activity
Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications typically include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan maturity, modification of terms of interest rate cap agreements, and/or deferral of scheduled principal payments. In exchange for a modification, we often receive a partial repayment of principal, a short-term accrual of PIK interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or an increase in the loan coupon or additional loan fees. We work with our borrowers to address issues as they arise while seeking to preserve the positive credit attributes of our loans. However, we cannot assure you that these efforts will be successful, and we may experience payment delinquencies, defaults, foreclosures, or losses.
Allowance for Credit Losses
Our allowance for credit losses is influenced by the size and weighted average maturity date of our loans, loan quality, risk rating, delinquency status, loan-to-value ratio, historical loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. During the year ended December 31, 2025, we recorded an increase of $13.5 million in our allowance for credit losses resulting in an aggregate CECL reserve of $77.4 million at year-end. This increase was primarily attributable to an increase in the general reserve which reflects our loan activity and the impact of an uncertain macroeconomic environment, which includes macroeconomic assumptions that include ongoing concerns about growing geopolitical tensions and conflicts, the potential impact of market volatility and tariffs and the general level of forecasted interest rates. Additionally, the allowance for credit losses is impacted by loan specific property-level performance trends and local market fundamentals.
While the ultimate impact of the macroeconomic outlook and property performance trends remain uncertain, we selected our macroeconomic outlook to address this uncertainty, and made specific forward-looking adjustments to the inputs of our loan-level calculations to reflect collateral operating performance, credit structure features of loan documents, variability in an economic climate marked by sustained higher interest rates, and other impacts to the broader economy.
The following table presents the allowance for credit losses for loans held for investment (dollars in thousands):
| December 31, 2025 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Allowance for credit losses: loans held for investment | Unpaid principal balance | Allowance for credit losses: unfunded commitments | Unfunded commitments | Total commitments | Total basis points | |||||||||||||
| General reserve | $ | 74,503 | $ | 4,118,050 | $ | 2,920 | $ | 173,595 | $ | 4,290,603 | 180 | bps | ||||||
| Specific reserve | — | — | — | — | — | — | bps | |||||||||||
| Total | $ | 74,503 | $ | 4,118,050 | $ | 2,920 | $ | 173,595 | $ | 4,290,603 | 180 | bps |
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Investment Portfolio Financing
We finance our investment portfolio using secured financing agreements, including secured credit agreements, secured revolving credit facilities, mortgage loans payable, asset-specific financing arrangements, and collateralized loan obligations. In certain instances, we may create structural leverage and obtain matched-term financing through the co-origination or non-recourse syndication of a senior loan interest to a third party (a “non-consolidated senior interest”). We generally seek to match-fund and match-index our investments by minimizing the differences between the durations and indices of our investments and those of our liabilities, while minimizing our exposure to mark-to-market risk.
The following table details our investment portfolio financing arrangements (dollars in thousands):
| Outstanding principal balance | |||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||||
| Collateralized loan obligations | $ | 2,595,316 | $ | 1,682,288 | |||
| Secured credit agreements | 591,245 | 585,042 | |||||
| Asset-specific financing arrangements | 60,235 | 186,500 | |||||
| Secured revolving credit facility | 31,466 | 86,625 | |||||
| Mortgage loan payable | 31,200 | 31,200 | |||||
| Total | $ | 3,309,462 | $ | 2,571,655 |
All of our investment portfolio financing arrangements are floating rate indexed to Term SOFR except a single fixed-rate mortgage loan secured by an REO property in Houston, TX.
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As of December 31, 2025, non-mark-to-market financing sources accounted for 82.0% of our total loan portfolio borrowings. The remaining 18.0% of our loan portfolio borrowings, comprised primarily of our four secured credit agreements, are subject to credit marks only. As of December 31, 2025, we did not have any non-consolidated senior interests.
The following table summarizes our loan portfolio financing arrangements (dollars in thousands):
| Outstanding principal balance | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||
| Loan portfolio financing arrangements | Basis of margin calls | Recourse percentage | Non-mark-to-market | Mark-to-market | Total | Non-mark-to-market | Mark-to-market | Total | |||||||||||||||||||
| Secured credit agreements(1) | |||||||||||||||||||||||||||
| Goldman Sachs | Credit | 25.0% | $ | — | $ | 369,767 | $ | 369,767 | $ | — | $ | 261,121 | $ | 261,121 | |||||||||||||
| Wells Fargo | Credit | 25.0% | — | 76,087 | 76,087 | — | 225,530 | 225,530 | |||||||||||||||||||
| Barclays | Credit | 25.0% | — | — | — | — | 62,526 | 62,526 | |||||||||||||||||||
| Bank of America | Credit | 25.0% | — | 145,391 | 145,391 | — | 35,865 | 35,865 | |||||||||||||||||||
| — | 591,245 | 591,245 | — | 585,042 | 585,042 | ||||||||||||||||||||||
| Secured revolving credit facility | |||||||||||||||||||||||||||
| Syndicate lenders | None | 100.0% | 31,466 | — | 31,466 | 86,625 | — | 86,625 | |||||||||||||||||||
| Asset-specific financing(2) | |||||||||||||||||||||||||||
| HSBC Facility | None | 20.0% | 31,125 | — | 31,125 | 136,011 | — | 136,011 | |||||||||||||||||||
| BMO Facility | None | 25.0% | 29,110 | — | 29,110 | 29,110 | — | 29,110 | |||||||||||||||||||
| Customers Bank | None | n.a | — | — | — | 21,379 | — | 21,379 | |||||||||||||||||||
| 60,235 | — | 60,235 | 186,500 | — | 186,500 | ||||||||||||||||||||||
| Collateralized loan obligations | |||||||||||||||||||||||||||
| TRTX 2019-FL3 | None | n.a | — | — | — | 119,526 | — | 119,526 | |||||||||||||||||||
| TRTX 2021-FL4 | None | n.a | — | — | — | 673,909 | — | 673,909 | |||||||||||||||||||
| TRTX 2022-FL5 | None | n.a | 675,816 | — | 675,816 | 888,853 | — | 888,853 | |||||||||||||||||||
| TRTX 2025-FL6 | None | n.a | 962,500 | — | 962,500 | — | — | — | |||||||||||||||||||
| TRTX 2025-FL7 | None | n.a | 957,000 | — | 957,000 | — | — | — | |||||||||||||||||||
| 2,595,316 | — | 2,595,316 | 1,682,288 | — | 1,682,288 | ||||||||||||||||||||||
| Total indebtedness | $ | 2,687,017 | $ | 591,245 | $ | 3,278,262 | $ | 1,955,413 | $ | 585,042 | $ | 2,540,455 | |||||||||||||||
| Percentage of total indebtedness | 82.0% | 18.0% | 100.0% | 77.0% | 23.0% | 100.0% |
________________________________
(1)As a result of contributing collateral into TRTX 2025-FL7 upon its issuance during the three months ended December 31, 2025, we repaid $430.4 million of borrowings under our secured credit agreements. Additionally, we accelerated $0.04 million of unamortized deferred financing costs related to these agreements within interest expense in our consolidated statements of income (loss) and comprehensive income (loss). As a result of contributing collateral into TRTX 2025-FL6 upon its issuance during the three months ended March 31, 2025, we repaid $332.6 million of borrowings under our secured credit agreements. Additionally, we accelerated $0.1 million of unamortized deferred financing costs related to these agreements within interest expense in our consolidated statements of income (loss) and comprehensive income (loss).
(2)As a result of contributing collateral into TRTX 2025-FL7 upon its issuance during the three months ended December 31, 2025, we repaid $76.1 million of borrowings under the HSBC Facility asset-specific financing arrangement. Additionally, we accelerated $0.1 million of unamortized deferred financing costs related to this arrangement within interest expense in our consolidated statements of income (loss) and comprehensive income (loss). As a result of contributing collateral into TRTX 2025-FL6 upon its issuance during the three months ended March 31, 2025, we repaid $157.4 million of borrowings under the HSBC Facility and Customers Bank asset-specific financing arrangements. Additionally, we accelerated $0.6 million of unamortized deferred financing costs related to these arrangements within interest expense in our consolidated statements of income (loss) and comprehensive income (loss)
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Secured Credit Agreements
As of December 31, 2025, aggregate borrowings outstanding under our secured credit agreements totaled $0.6 billion. As of December 31, 2025, the overall weighted average interest rate was the benchmark interest rate plus 1.67% per annum and the overall weighted average advance rate was 78.8%. As of December 31, 2025, outstanding borrowings under these arrangements had a weighted average term to extended maturity of 4.0 years assuming the exercise of all extension options and term-out provisions. These secured credit agreements are generally 25.0% recourse to Holdco.
The following table details our secured credit agreements as of December 31, 2025 (dollars in thousands):
| Lender | Commitmentamount(1) | UPB of collateral | Advance rate | Approved borrowings | Outstanding balance | Undrawncapacity(2) | Availablecapacity(3) | Wtd. avg. credit spread(4) | Extendedmaturity(5) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Goldman Sachs | $ | 500,000 | $ | 499,717 | 78.1 | % | $ | 383,956 | $ | 369,767 | $ | 14,189 | $ | 116,044 | 1.80 | % | 11/17/31 | |||||||||||||||
| Wells Fargo | 500,000 | 104,245 | 79.9 | 83,331 | 76,087 | 7,244 | 416,669 | 1.61 | 12/06/27 | |||||||||||||||||||||||
| Barclays | 500,000 | — | — | — | — | — | 500,000 | — | 03/31/27 | |||||||||||||||||||||||
| Bank of America | 200,000 | 181,739 | 80.0 | 145,391 | 145,391 | — | 54,609 | 1.38 | 06/06/26 | |||||||||||||||||||||||
| Totals / weighted average | $ | 1,700,000 | $ | 785,701 | 78.8 | % | $ | 612,678 | $ | 591,245 | $ | 21,433 | $ | 1,087,322 | 1.67 | % |
________________________________
(1)Commitment amount represents the maximum amount of borrowings available under a given agreement once sufficient collateral assets have been approved by the lender and pledged by us.
(2)Undrawn capacity represents the positive difference between the borrowing amount approved by the lender against collateral assets pledged by us and the amount actually drawn against those collateral assets. The funding of such amounts is generally subject to the sole and absolute discretion of each lender.
(3)Represents the commitment amount less the approved borrowings, which amount is available to be borrowed provided we pledge, and the lender approves, additional collateral assets.
(4)Each secured credit agreement interest rate is subject to Term SOFR as its benchmark interest rate. The credit spread for each arrangement is added to Term SOFR to calculate the interest rate charged for each borrowing.
(5)Our ability to extend our secured credit agreements to the dates shown above is subject to satisfaction of certain conditions. Even if extended, our lenders retain sole discretion during the revolving period to determine whether to accept pledged collateral, and the advance rate and credit spread applicable to each borrowing thereunder. No new loan collateral may be pledged to the Goldman Sachs facility after November 17, 2029, on which date the facility automatically converts to a two-year term facility.
Once we identify an asset and the asset is approved by the secured credit agreement lender to serve as collateral (which lender’s approval is in its sole discretion), we and the lender may enter into a transaction whereby the lender advances to us a percentage of the value of the loan asset, which is referred to as the “advance rate”. In the case of borrowings under our secured credit agreements that are repurchase arrangements, this advance serves as the purchase price at which the lender acquires the loan asset from us with an obligation of ours to repurchase the asset from the lender for an amount equal to the purchase price for the transaction plus a price differential, which is calculated based on an interest rate. Advance rates are subject to negotiation between us and our secured credit agreement lenders.
For transactions, we and the lender generally agree to a trade confirmation which sets forth, among other things, the asset purchase price, the maximum advance rate, the interest rate and the market value of the asset. For transactions under our secured credit agreements, the trade confirmation may also set forth any future funding obligations which are contemplated with respect to the specific transaction and/or the underlying loan asset and loan-specific margin maintenance provisions, described below.
Generally, our secured credit agreements allow for revolving balances, which allow us to voluntarily repay balances and draw again on existing available credit. The primary obligor on each secured credit agreement is a separate special purpose subsidiary of ours which is restricted from conducting any activity other than that related to the utilization of its secured credit agreement and the loans or loan interests that are originated or acquired by such subsidiary. As additional credit support, our holding company subsidiary, Holdco, provides certain guarantees of the obligations of its subsidiaries. Holdco’s liability is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the related agreement. However, this liability cap does not apply in the event of certain “bad boy” defaults which can trigger recourse to Holdco for losses or the entire outstanding obligations of the borrower depending on the nature of the “bad boy” default in question. Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity.
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Each of the secured credit agreements have “margin maintenance” provisions, which are designed to allow the lender to maintain a certain margin of credit enhancement against the assets which serve as collateral. The lender’s margin amount is typically based on a percentage of the market value of the asset and/or mortgaged property collateral; however, certain secured credit agreements may also involve margin maintenance based on maintenance of a minimum debt yield with respect to the cash flow from the underlying real estate collateral. In certain cases, margin maintenance provisions can relate to minimum debt yields for pledged collateral considered as a whole, or limits on concentration of loan exposure measured by property type or loan type.
Our secured credit agreements contain defined mark-to-market provisions that permit the lenders to issue margin calls to us in the event that the collateral properties underlying our loans pledged to our lenders experience a non-temporary decline in value or net cash flow (“credit marks”). In the event that we experience market turbulence, we may be exposed to margin calls in connection with our secured credit agreements.
The maturity dates for each of our secured credit agreements are set forth in tables that appear earlier in this section. Our secured credit agreements generally have terms of between one and three years, but may be extended if we satisfy certain performance-based conditions. In the normal course of business, we maintain discussions with our lenders to extend, amend or otherwise optimize any financing agreements related to our loans.
As of December 31, 2025, the weighted average haircut (which is equal to one minus the advance rate percentage against collateral for our secured credit agreements taken as a whole) was 21.2% compared to 22.4% as of December 31, 2024.
The secured credit agreements also include cash management features which generally require that income from collateral loan assets be deposited in a lender-controlled account for distribution in accordance with a specified waterfall of payments designed to keep facility-related obligations current before such income is disbursed for our own account. The cash management features generally require the trapping of cash in such controlled account if an uncured default under our borrowing arrangement remains outstanding. Furthermore, some secured credit agreements may require an accelerated principal amortization schedule if the secured credit agreement is in its final extended term.
Notwithstanding that a loan asset may be subject to a financing arrangement and serve as collateral under a secured credit agreement, we retain the right to administer and service the loan and interact directly with the underlying obligors and sponsors of our loan assets so long as there is no default under the secured credit agreement, and so long as we do not engage in certain material modifications (including amendments, waivers, exercises of remedies, or releases of obligors and collateral, among other things) of the loan assets without the lender’s prior consent.
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Secured Revolving Credit Facility
On February 22, 2022, we closed a $250.0 million secured revolving credit facility with a syndicate of five banks to provide interim funding of up to 180 days for newly originated and existing loans. During the fourth quarter of 2022, an additional lender was added to the facility, increasing the borrowing capacity to $290.0 million. During the first quarter of 2025, we amended the facility to extend the maturity by three years and increased the borrowing capacity to $375.0 million with a syndicate of seven lenders. This facility has a maturity of February 13, 2028, an interest rate of Term SOFR plus 2.00% that is payable monthly in arrears, and an unused fee of 15 or 20 basis points, depending upon whether utilization exceeds 50.0%. During the year ended December 31, 2025, the weighted average unused fee was 19 basis points. This facility is 100% recourse to Holdco. As of December 31, 2025, we pledged one loan investment with a collateral principal balance of $82.0 million and had outstanding Term SOFR-based borrowings of $31.5 million.
Asset-Specific Financing Arrangements
As of December 31, 2025, we had two asset-specific financing arrangements with two third-party lenders and provide asset-specific financing on a non-mark-to-market basis with matched term. The BMO facility is 25% recourse to Holdco and the HSBC Facility is 20% recourse to Holdco.
The following table details our asset-specific financing arrangements (dollars in thousands):
| December 31, 2025 | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financing | Collateral | ||||||||||||||||||||||||||||||
| Asset-specific financing | Count | Commitment amount | Outstanding principal balance | Carrying value(1) | Wtd. avg. spread(2) | Wtd. avg. term(3) | Count | Outstanding principal balance | Amortized cost | Wtd. avg. term | |||||||||||||||||||||
| HSBC Facility | 1 | $ | 31,125 | $ | 31,125 | $ | 30,670 | 1.9 | % | 4.7 | 1 | $ | 41,500 | $ | 41,132 | 4.7 | |||||||||||||||
| BMO Facility | 1 | 200,000 | 29,110 | 29,110 | 2.0 | % | 1.7 | 1 | 40,963 | 40,963 | 1.7 | ||||||||||||||||||||
| Total / weighted average | $ | 231,125 | $ | 60,235 | $ | 59,780 | 1.9 | % | 3.3 years | $ | 82,463 | $ | 82,095 | 3.3 years |
_______________________
(1)Net of $0.5 million unamortized deferred financing costs.
(2)Collateral loan assets and related financings are indexed to Term SOFR.
(3)Borrowings are term-matched to the corresponding collateral loan asset. The weighted average term assumes all extension options of the collateral loan asset are exercised by the borrower.
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Collateralized Loan Obligations
As of December 31, 2025, we had three collateralized loan obligations, TRTX 2025-FL7, TRTX 2025-FL6, and TRTX 2022-FL5, totaling $2.6 billion, financing $3.0 billion, or 73.8%, of our loans held for investment portfolio. As of December 31, 2025, our CRE CLOs provide low cost, non-mark-to-market, non-recourse financing for 79.2% of our loan portfolio borrowings. The collateralized loan obligations bear a weighted average interest rate of Term SOFR plus 1.85%, and have a weighted average advance rate of 85.4%. Each CRE CLO included and with respect to TRTX 2025-FL7 and TRTX 2025-FL6, includes, a reinvestment feature that allowed us to contribute existing or new loan investments in exchange for proceeds from loan repayments held by the CRE CLOs.
The following table details the loan collateral and borrowings under our CRE CLOs (dollars in thousands):
| December 31, 2025 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CRE CLOs | Count | Benchmark interest rate | Outstanding principal balance | Carrying value(1) | Wtd. avg. spread(2) | Wtd. avg. maturity(3) | |||||||||
| TRTX 2022-FL5 | |||||||||||||||
| Collateral loan investments | 19 | Term SOFR | $ | 843,784 | $ | 822,488 | 3.52 | % | 1.5 | ||||||
| Financing provided | 1 | Term SOFR | 675,816 | 675,816 | 2.14 | % | 13.1 | ||||||||
| TRTX 2025-FL6 | |||||||||||||||
| Collateral loan investments | 19 | Term SOFR | 1,100,000 | 1,086,326 | 3.15 | % | 3.3 | ||||||||
| Financing provided | 1 | Term SOFR | 962,500 | 954,133 | 1.83 | % | 16.7 | ||||||||
| TRTX 2025-FL7 | |||||||||||||||
| Collateral loan investments | 21 | Term SOFR | 1,100,000 | 1,087,491 | 3.14 | % | 3.9 | ||||||||
| Financing provided | 1 | Term SOFR | 957,000 | 949,971 | 1.67 | % | 17.4 | ||||||||
| Total | |||||||||||||||
| Collateral loan investments(4) | 59 | Term SOFR | $ | 3,043,784 | $ | 2,996,305 | 3.25 | % | 3.0 years | ||||||
| Financing provided(5) | 3 | Term SOFR | $ | 2,595,316 | $ | 2,579,920 | 1.85 | % | 16.0 years |
________________________________
(1)Includes loan amounts held in the Company's CRE CLOs and excludes other REO investments of $84.7 million held within the Sub-REIT.
(2)Weighted average spread excludes the amortization of loan fees, deferred financing costs, and debt issuance discounts.
(3)Loan term represents weighted average final maturity, assuming extension options are exercised by the borrower. Repayments of CRE CLO notes are dependent on timing of underlying loan repayments post-reinvestment period. The term of the CRE CLO notes represents the rated final distribution date.
(4)Collateral loan investment assets of FL5, FL6 and FL7 represent 20.5%, 26.6% and 26.7%, respectively, of the aggregate unpaid principal balance of our loans held for investment portfolio as of December 31, 2025.
(5)During the three months ended December 31, 2025, we recognized interest expense of $36.4 million, which includes $1.0 million of discount and deferred financing cost amortization. During the year ended December 31, 2025, we recognized interest expense of $142.7 million, which includes $3.0 million of discount and deferred financing cost amortization.
During the year ended December 31, 2025, we did not utilize our eligible reinvestment feature related to TRTX 2025-FL7. During the year ended December 31, 2025, we utilized our eligible reinvestment feature related to TRTX 2025-FL6 seven times, recycling $331.9 million of principal payments received. The reinvestment period for TRTX 2022-FL5 ended on February 9, 2024. The reinvestment periods for TRTX 2025-FL6 and TRTX 2025-FL7 will end on September 18, 2027 and May 18, 2028, respectively.
See Note 5 to our Consolidated Financial Statements included in this Form 10-K for details about our CRE CLO reinvestment feature.
Mortgage Loan Payable
Through a wholly owned special purpose subsidiary, we are the borrower under a $31.2 million mortgage loan secured by a deed of trust against an REO asset. The first mortgage loan was provided by an institutional lender, has an interest-only five-year term with a maturity date of July 6, 2028 and bears interest at a rate of 7.7%. As of December 31, 2025, the carrying value of the loan was $30.8 million.
Non-Consolidated Senior Interests and Retained Mezzanine Loans
In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party, we retain on our balance sheet a mezzanine loan.
As of December 31, 2025, there are no non-consolidated senior interests or retained mezzanine loans outstanding.
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Financial Covenants for Outstanding Borrowings
For a description of our financial covenants and guarantees for outstanding borrowings related to our secured financing agreements, see Note 6 to our Consolidated Financial Statements included in this Form 10-K.
We were in compliance with all financial covenants for our investment portfolio financing arrangements to the extent of outstanding balances as of December 31, 2025 and December 31, 2024, respectively.
If we fail to satisfy any of the covenants in our financing arrangements and are unable to obtain a waiver or other suitable relief from the lenders, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could significantly limit our financing alternatives, which could cause us to curtail our investment activities or dispose of assets when we otherwise would not choose to do so. Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes.
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Floating Rate Loan Portfolio
Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices. Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income, subject to the impact of interest rate floors in our mortgage loan investment portfolio. As of December 31, 2025, 99.8% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in $0.8 billion of net floating rate exposure, subject to the impact of interest rate floors on all our floating rate loans and less than 10.0% of our floating rate liabilities. The weighted average interest rate floor on the mortgage loan investment portfolio was 2.66% and the weighted average interest rate floor on the liabilities was 0.08% as of December 31, 2025. Subject to the specific footnote disclosures in the preceding tables describing our revolving credit facilities, secured financing arrangements, asset-specific financing arrangements and CRE CLOs, and the table that follows, our liabilities are generally index-matched to each loan investment asset, resulting in a net exposure to movements in floating benchmark interest rates that varies based on the relative proportion of floating rate assets and liabilities.
The following table details the net floating rate exposure of our loan portfolio by unpaid principal balance as of December 31, 2025 (dollars in thousands):
| Net exposure | ||
|---|---|---|
| Floating rate mortgage loan assets(1) | $ | 4,109,257 |
| Floating rate mortgage loan liabilities(1)(2) | (3,278,262) | |
| Total floating rate mortgage loan exposure, net | $ | 830,995 |
__________________________________
(1)As of December 31, 2025, all of our floating rate mortgage loan assets and all of our outstanding floating rate mortgage loan liabilities were subject to Term SOFR as the benchmark interest rate.
(2)Floating rate liabilities include secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements and collateralized loan obligations.
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Interest-Earning Assets and Interest-Bearing Liabilities
The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for our loan portfolio (dollars in thousands):
| Three Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | September 30, 2025 | ||||||||||||||||||||
| Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield /financing cost(2) | Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | ||||||||||||||||
| Core Interest-earning assets: | |||||||||||||||||||||
| First mortgage loans | $ | 3,693,382 | $ | 74,418 | 8.1 | % | $ | 3,640,977 | $ | 77,106 | 8.5 | % | |||||||||
| Core interest-earning assets | $ | 3,693,382 | $ | 74,418 | 8.1 | % | $ | 3,640,977 | $ | 77,106 | 8.5 | % | |||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| Collateralized loan obligations | $ | 2,358,251 | $ | 36,447 | 6.2 | % | $ | 2,385,445 | $ | 38,728 | 6.5 | % | |||||||||
| Secured credit agreements | 511,955 | 7,682 | 6.0 | % | 290,307 | 4,354 | 6.0 | % | |||||||||||||
| Secured revolving credit facility | 154,899 | 2,821 | 7.3 | % | 260,380 | 4,567 | 7.0 | % | |||||||||||||
| Asset-specific financing arrangements | 83,224 | 1,377 | 6.6 | % | 33,247 | 548 | 6.6 | % | |||||||||||||
| Mortgage loan payable | 31,200 | 648 | 8.3 | % | 31,200 | 621 | 8.0 | % | |||||||||||||
| Total interest-bearing liabilities | $ | 3,139,529 | $ | 48,975 | 6.2 | % | $ | 3,000,579 | $ | 48,818 | 6.5 | % | |||||||||
| Net interest income(3) | $ | 25,443 | $ | 28,288 | |||||||||||||||||
| Other Interest-earning assets: | |||||||||||||||||||||
| Cash equivalents | $ | 94,502 | $ | 702 | 3.0 | % | $ | 117,578 | $ | 1,249 | 4.2 | % | |||||||||
| Accounts receivable from servicer/trustee | 216,850 | 8 | 0.0 | % | 113,240 | 9 | 0.0 | % | |||||||||||||
| Total interest-earning assets | $ | 4,004,734 | $ | 75,128 | 7.5 | % | $ | 3,871,795 | $ | 78,364 | 8.1 | % |
___________________________________
(1)Based on amortized cost for loans held for investment and interest-bearing liabilities as of December 31, 2025. Calculated balances as the month-end averages.
(2)Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.
(3)Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income (loss) and comprehensive income (loss).
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The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for our loan portfolio (dollars in thousands):
| Years Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||
| Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield /financing cost(2) | Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | ||||||||||||||||
| Core Interest-earning assets: | |||||||||||||||||||||
| First mortgage loans | $ | 3,487,785 | $ | 290,237 | 8.3 | % | $ | 3,299,435 | $ | 307,146 | 9.3 | % | |||||||||
| Core interest-earning assets | $ | 3,487,785 | $ | 290,237 | 8.3 | % | $ | 3,299,435 | $ | 307,146 | 9.3 | % | |||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| Collateralized loan obligations | $ | 2,236,289 | $ | 142,667 | 6.4 | % | $ | 1,801,348 | $ | 135,368 | 7.5 | % | |||||||||
| Secured credit agreements | 409,298 | 25,358 | 6.2 | % | 604,803 | 43,576 | 7.2 | % | |||||||||||||
| Secured revolving credit facility | 129,847 | 9,897 | 7.6 | % | 39,385 | 4,348 | 11.0 | % | |||||||||||||
| Asset-specific financing arrangements | 80,876 | 5,994 | 7.4 | % | 157,949 | 12,990 | 8.2 | % | |||||||||||||
| Mortgage loan payable | 31,200 | 2,544 | 8.2 | % | 31,200 | 2,572 | 8.2 | % | |||||||||||||
| Total interest-bearing liabilities | $ | 2,887,510 | $ | 186,460 | 6.5 | % | $ | 2,634,685 | $ | 198,854 | 7.5 | % | |||||||||
| Net interest income(3) | $ | 103,777 | $ | 108,292 | |||||||||||||||||
| Other Interest-earning assets: | |||||||||||||||||||||
| Cash equivalents | $ | 162,500 | $ | 6,343 | 3.9 | % | $ | 225,251 | $ | 10,877 | 4.8 | % | |||||||||
| Accounts receivable from servicer/trustee | 100,113 | 30 | 0.0 | % | 58,129 | 3,228 | 5.6 | % | |||||||||||||
| Total interest-earning assets | $ | 3,750,398 | $ | 296,610 | 7.9 | % | $ | 3,582,815 | $ | 321,251 | 9.0 | % |
____________________________________
(1)Based on amortized cost for loans held for investment and interest-bearing liabilities as of December 31, 2025. Calculated balances as the month-end averages.
(2)Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.
(3)Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income (loss) and comprehensive income (loss).
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Our Results of Operations
Operating Results
Comparison of the Three Months Ended December 31, 2025 and September 30, 2025
The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | September 30, 2025(2) | Variance | ||||||||
| Interest income and interest expense | ||||||||||
| Interest income | $ | 74,418 | $ | 77,106 | $ | (2,688) | ||||
| Interest expense | (48,975) | (48,818) | (157) | |||||||
| Net interest income | 25,443 | 28,288 | (2,845) | |||||||
| Other revenue | ||||||||||
| Other income, net | 1,807 | 1,597 | 210 | |||||||
| Revenue from real estate owned operations | 7,793 | 7,956 | (163) | |||||||
| Total other revenue | 9,600 | 9,553 | 47 | |||||||
| Other expenses | ||||||||||
| Professional fees | 1,659 | 1,783 | (124) | |||||||
| General and administrative | 1,183 | 998 | 185 | |||||||
| Stock compensation expense | 4,402 | 1,389 | 3,013 | |||||||
| Servicing and asset management fees | 151 | 647 | (496) | |||||||
| Management fee | 5,274 | 5,237 | 37 | |||||||
| Expenses from real estate owned operations | 7,036 | 8,293 | (1,257) | |||||||
| Total other expenses | 19,705 | 18,347 | 1,358 | |||||||
| Gain on sale of real estate owned, net | — | — | — | |||||||
| Credit loss (expense) benefit, net | (11,277) | 2,608 | (13,885) | |||||||
| Income before income taxes | 4,061 | 22,102 | (18,041) | |||||||
| Income tax expense, net | (85) | (109) | 24 | |||||||
| Net income | $ | 3,976 | $ | 21,993 | $ | (18,017) | ||||
| Preferred stock dividends and participating securities' share in earnings | (3,787) | (3,544) | (243) | |||||||
| Net income attributable to common stockholders - see Note 11 | $ | 189 | $ | 18,449 | $ | (18,260) | ||||
| Other comprehensive income | ||||||||||
| Net income | $ | 3,976 | $ | 21,993 | $ | (18,017) | ||||
| Comprehensive net income | $ | 3,976 | $ | 21,993 | $ | (18,017) | ||||
| Earnings per common share, basic(1) | $ | 0.00 | $ | 0.23 | $ | (0.23) | ||||
| Earnings per common share, diluted(1) | $ | 0.00 | $ | 0.23 | $ | (0.23) | ||||
| Dividends declared per common share | $ | 0.24 | $ | 0.24 | $ | — |
___________________________________
(1)Basic and diluted earnings per common share are computed independently based on the weighted average shares of common stock outstanding. Diluted earnings per common share includes the impact of participating securities outstanding.
(2)Additional information regarding our consolidated results of operations and financial performance for the three months ended September 30, 2025 can be found in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025 filed with the SEC on October 28, 2025.
Net Interest Income
Net interest income decreased by $2.8 million to $25.4 million during the three months ended December 31, 2025 compared to $28.3 million for the three months ended September 30, 2025. The decrease was primarily attributable to loan portfolio activity including the timings of loan repayments and originations during the quarter, a decrease in the weighted average credit spreads on new originations and one loan placed on non-accrual.
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Other Revenue
Other revenue increased $0.05 million for the three months ended December 31, 2025 compared to the three months ended September 30, 2025, due primarily to an increase in other income, net attributable to an increase in reinvestment income earned on collateralized loan proceeds held at our trustee, partially offset by declines in cash held and interest rates earned on our cash balances during the three months ended December 31, 2025.
Other Expenses
Other expenses increased $1.4 million for the three months ended December 31, 2025 compared to the three months ended September 30, 2025, primarily due to an increase in stock compensation expense as a result of expense acceleration associated with an officer's retirement, partially offset by a decrease in expenses from REO operations of $1.3 million.
Credit Loss (Expense) Benefit, net
Credit loss expense increased by $13.9 million for the three months ended December 31, 2025 compared to the three months ended September 30, 2025. The increase was primarily due to a $11.3 million expense recorded during the three months ended December 31, 2025 compared to $2.6 million benefit during the comparable period. Credit loss expense during the three months ended December 31, 2025 was primarily due to a net increase of $5.9 million resulting from loan origination and full loan repayment activity during the quarter and a net increase of $5.4 million related to changes to the macroeconomic environment. Credit loss benefit during the three months ended September 30, 2025 was primarily due to a net decrease of $1.6 million resulting from full loan repayments and loan origination activity during the quarter and a net decrease of $1.0 million related to improved asset-level performance and changes to the macroeconomic environment. See Notes 3 and 15 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our allowance for credit losses, risk ratings, and property type concentration risk.
Preferred Stock Dividends and Participating Securities Share in Earnings
During each of the three month periods ended December 31, 2025 and September 30, 2025, we declared and paid cash dividends of $3.1 million related to our Series C Preferred Stock.
Dividends Declared Per Common Share
During the three months ended December 31, 2025, we declared cash dividends of $0.24 per common share, or $19.4 million. During the three months ended September 30, 2025, we declared cash dividends of $0.24 per common share, or $19.1 million.
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Comparison of the Years Ended December 31, 2025 and December 31, 2024
The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):
| Years Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Variance | ||||||||
| Interest income and interest expense | ||||||||||
| Interest income | $ | 290,237 | $ | 307,146 | $ | (16,909) | ||||
| Interest expense | (186,460) | (198,854) | 12,394 | |||||||
| Net interest income | 103,777 | 108,292 | (4,515) | |||||||
| Other revenue | ||||||||||
| Other income, net | 8,079 | 14,123 | (6,044) | |||||||
| Revenue from real estate owned operations | 34,259 | 30,700 | 3,559 | |||||||
| Total other revenue | 42,338 | 44,823 | (2,485) | |||||||
| Other expenses | ||||||||||
| Professional fees | 5,834 | 5,778 | 56 | |||||||
| General and administrative | 4,271 | 4,264 | 7 | |||||||
| Stock compensation expense | 9,807 | 6,387 | 3,420 | |||||||
| Servicing and asset management fees | 1,812 | 1,930 | (118) | |||||||
| Management fee | 20,858 | 20,249 | 609 | |||||||
| Expenses from real estate owned operations | 35,935 | 35,626 | 309 | |||||||
| Total other expenses | 78,517 | 74,234 | 4,283 | |||||||
| Gain on sale of real estate owned, net | 6,970 | — | 6,970 | |||||||
| Credit loss (expense), net | (13,871) | (4,147) | (9,724) | |||||||
| Income before income taxes | 60,697 | 74,734 | (14,037) | |||||||
| Income tax expense, net | (378) | (399) | 21 | |||||||
| Net income | $ | 60,319 | $ | 74,335 | $ | (14,016) | ||||
| Preferred stock dividends and participating securities' share in earnings | (14,840) | (14,669) | (171) | |||||||
| Net income attributable to common stockholders - see Note 11 | $ | 45,479 | $ | 59,666 | $ | (14,187) | ||||
| Other comprehensive income | ||||||||||
| Net income | $ | 60,319 | $ | 74,335 | $ | (14,016) | ||||
| Comprehensive net income | $ | 60,319 | $ | 74,335 | $ | (14,016) | ||||
| Earnings per common share, basic(1) | $ | 0.57 | $ | 0.75 | $ | (0.18) | ||||
| Earnings per common share, diluted(1) | $ | 0.57 | $ | 0.75 | $ | (0.18) | ||||
| Dividends declared per common share | $ | 0.96 | $ | 0.96 | $ | — |
___________________________________
(1)Basic and diluted earnings per common share are computed independently based on the weighted average shares of common stock outstanding. Diluted earnings per common share includes the impact of participating securities outstanding.
Net Interest Income
Net interest income decreased $4.5 million to $103.8 million during the year ended December 31, 2025 compared to $108.3 million for the year ended December 31, 2024. The decrease was primarily due to a decline in the average index rate and credit spread, partially offset by an increase in the average outstanding balance of the loan portfolio. The weighted average strike interest rate on the interest rate floors embedded in our loans increased from 1.84% as of December 31, 2024 to 2.66% as of December 31, 2025.
Other Revenue
Other revenue decreased $2.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a decrease in other income, net attributable to declines in cash held and interest rates earned on our cash balances. This decrease was partially offset by an increase in operating revenue from eight properties held during the year ended December 31, 2025, of which two of the eight were sold during May and June 2025, compared to five properties held during the year ended December 31, 2024.
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Other Expenses
Other expenses increased $4.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to an increase in stock compensation expense of $3.4 million for the year ended December 31, 2025 compared to the same period in 2024 as a result of expense acceleration associated with an officer's retirement. Management fees increased by $0.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. Additionally, expenses from REO operations increased $0.3 million from eight properties held during the year ended December 31, 2025, of which two of the eight were sold during May and June 2025, compared to five properties held during the year ended December 31, 2024.
Gain on Sale of Real Estate Owned, net
During the year ended December 31, 2025, we sold two office REO properties for net cash proceeds of $39.4 million and recognized a gain on sale of real estate owned, net of $7.0 million. We did not sell any REO during the year ended December 31, 2024.
Credit Loss (Expense), net
Credit loss expense increased by $9.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to a $13.9 million expense recognized during the year ended December 31, 2025 compared to a $4.1 million expense recognized during the comparable period. Credit loss expense during the year ended December 31, 2025, was primarily due to a net increase of $14.9 million which reflects the impact of an uncertain macroeconomic environment, partially offset by a net decrease of $1.0 million related to our loan origination and repayment activity. Credit loss expense during the year ended December 31, 2024, was primarily due to an increase of $9.7 million related to realized losses on REO conversions, partially offset by $5.6 million related to macroeconomic assumptions employed in determining the general CECL reserve. See Note 3 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our allowance for credit losses and risk ratings.
Preferred Stock Dividends and Participating Securities Share in Earnings
During each of the years ended December 31, 2025 and 2024, we declared and paid cash dividends of $12.6 million related to our Series C Preferred Stock.
Dividends Declared Per Common Share
During the year ended December 31, 2025, we declared cash dividends of $0.96 per common share, or $77.9 million. During the year ended December 31, 2024, we declared cash dividends of $0.96 per common share, or $78.7 million.
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Liquidity and Capital Resources
Capitalization
We have capitalized our business to-date through, among other things, the issuance and sale of shares of our common stock, issuance of Series C Preferred Stock classified as permanent equity, issuance of Series B Preferred Stock treated as temporary equity, borrowings under secured credit agreements, secured revolving credit facilities, collateralized loan obligations, mortgage loan payable, asset-specific financings, and non-consolidated senior interests. As of December 31, 2025, we had 78.3 million shares of common stock outstanding representing $0.9 billion of stockholders’ equity, and $3.3 billion of outstanding borrowings used to finance our investments and operations.
See Notes 5 and 6 to our Consolidated Financial Statements included in this Form 10-K for details regarding our borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financings and collateralized loan obligations.
Debt-to-Equity Ratio and Total Leverage Ratio
The following table presents our Debt-to-Equity ratio and Total Leverage ratio:
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Debt-to-equity ratio(1) | 3.02x | 2.14x | |
| Total leverage ratio(2) | 3.02x | 2.14x |
__________________________________
(1)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable, less cash, to (ii) total stockholders’ equity, at period end.
(2)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable, plus non-consolidated senior interests sold or co-originated (if any), less cash, to (ii) total stockholders’ equity, at period end.
Sources of Liquidity
Our primary sources of liquidity include cash and cash equivalents, available borrowings under secured credit agreements, available borrowings under our asset-specific financing arrangements, capacity in our collateralized loan obligations available for reinvestment, and a secured revolving credit facility.
Our current sources of near-term liquidity are set forth in the following table (dollars in thousands):
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 87,613 | $ | 190,160 | ||
| Secured credit agreements | 21,433 | 128,130 | ||||
| Secured revolving credit facility | 30,000 | — | ||||
| Asset-specific financing arrangements | — | 2,485 | ||||
| Collateralized loan obligation proceeds held at trustee | 3,976 | — | ||||
| Total | $ | 143,022 | $ | 320,775 |
Our existing loan portfolio may provide us with liquidity as loans are repaid or sold, in whole or in part, of which some proceeds may be included in accounts receivable from our servicers until released and the proceeds from such repayments become available for us to reinvest. For the year ended December 31, 2025, loan repayments totaled $987.9 million. We held unencumbered loan investments with an aggregate unpaid principal balance of $127.1 million that are eligible to pledge under our existing financing arrangements. We also hold six REO properties with an aggregate carrying value of $237.7 million. One of our REO properties is financed and the remaining five properties are unencumbered and thus create financing capacity. Additionally, proceeds from the sale of REO properties may provide us with liquidity. For the year ended December 31, 2025, proceeds from the sale of REO totaled $39.4 million.
Uses of Liquidity
In addition to our ongoing loan activity, our primary liquidity needs include interest and principal payments under our $3.3 billion of outstanding borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements, and collateralized loan obligations, the repurchase or deleveraging of loans, $173.6 million of unfunded loan commitments on our loans held for investment, dividend distributions to our preferred and common stockholders, operating expenses, and repurchases of shares of our common stock pursuant to a share repurchase program that our board of directors approved on September 3, 2025.
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Consolidated Cash Flows
Our primary cash flow activities involve actively managing our investment portfolio, originating primarily floating rate, first mortgage loan investments, and raising capital through public offerings of our equity and debt securities.
The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash balances (dollars in thousands):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows provided by operating activities | $ | 90,361 | $ | 112,131 | ||
| Cash flows (used in) provided by investing activities | (789,708) | 440,510 | ||||
| Cash flows provided by (used in) financing activities | 597,131 | (569,176) | ||||
| Net change in cash, cash equivalents, and restricted cash | $ | (102,216) | $ | (16,535) |
Operating Activities
During the year ended December 31, 2025 and 2024, cash flows provided by operating activities totaled $90.4 million and $112.1 million, respectively, primarily related to the change in accrued expenses and other assets during the period.
Investing Activities
During the year ended December 31, 2025, cash flows used in investing activities totaled $789.7 million primarily due to new loan originations of $1.8 billion, advances on loans of $41.9 million, and capital expenditures related to real estate owned of $6.1 million, partially offset by loan repayments of $983.9 million and proceeds from the sale of real estate owned of $39.4 million. During the year ended December 31, 2024, cash flows provided by investing activities totaled $440.5 million primarily due to loan repayments of $887.1 million, proceeds of $92.8 million related to a loan sale during the fourth quarter of 2023, and cash assumed from the conversion of loans held for investment to real estate owned of $1.6 million, partially offset by new loan originations and acquisitions of $495.0 million, advances on loans of $40.7 million, and capital expenditures related to real estate owned of $5.3 million.
Financing Activities
During the year ended December 31, 2025, cash flows provided by financing activities totaled $597.1 million primarily due to $1.9 billion of net proceeds from the issuance of TRTX 2025-FL7 and TRTX 2025-FL6, borrowings on our secured financing agreements of $2.0 billion, borrowings on our asset-specific financing arrangements of $107.3 million, partially offset by repayments of CRE CLO liabilities of $1.0 billion as a result of the redemption of TRTX 2021-FL4 and TRTX 2019-FL3 and repayment of underlying loans, payments on secured financing agreements of $2.0 billion, payments on asset-specific financing arrangements of $233.5 million, payment of dividends on our common stock and Series C Preferred Stock of $91.1 million, and payments to retire common stock of $25.3 million. During the year ended December 31, 2024, cash flows used in financing activities totaled $569.2 million primarily due to payments on secured financing agreements of $594.4 million, repayments on CRE CLO liabilities of $237.5 million as a result of the repayment of underlying loans, payments on asset-specific financing arrangements of $159.4 million, and payment of dividends on our common stock and Series C Preferred Stock of $90.4 million, partially offset by borrowings on our secured financing agreements of $442.7 million and borrowings on our asset-specific financing arrangements of $71.7 million.
See Note 5 to our Consolidated Financial Statements included in this Form 10-K for additional details related to our CRE CLO financing activities.
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Material Cash Requirements
Contractual Obligations and Commitments
Our contractual obligations and commitments as of December 31, 2025 were as follows (dollars in thousands):
| Total obligation | Payment timing | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1 to 3 Years | 3 to 5 Years | More than 5 Years | |||||||||||||||
| Unfunded loan commitments(1) | $ | 173,595 | $ | 26,630 | $ | 145,565 | $ | 1,400 | $ | — | ||||||||
| Collateralized loan obligations—principal(2) | 2,595,316 | 311,423 | 470,395 | 1,518,735 | 294,763 | |||||||||||||
| Secured credit agreements—principal(3) | 591,245 | 145,391 | 76,087 | — | 369,767 | |||||||||||||
| Secured revolving credit facility—principal(3) | 31,466 | — | 31,466 | — | — | |||||||||||||
| Asset-specific financing arrangements—principal(4) | 60,235 | — | 29,110 | 31,125 | — | |||||||||||||
| Mortgage loan payable—principal | 31,200 | — | 31,200 | — | — | |||||||||||||
| Collateralized loan obligations—interest(5) | 522,266 | 141,311 | 231,395 | 144,942 | 4,618 | |||||||||||||
| Secured credit agreements—interest(5) | 132,063 | 27,864 | 44,934 | 41,125 | 18,140 | |||||||||||||
| Secured revolving credit facility—interest(3) | 3,847 | 1,814 | 2,033 | — | — | |||||||||||||
| Asset-specific financing arrangements—interest(5) | 11,112 | 3,442 | 4,685 | 2,985 | — | |||||||||||||
| Mortgage loan payable—interest | 6,106 | 2,428 | 3,678 | — | — | |||||||||||||
| Total | $ | 4,158,451 | $ | 660,303 | $ | 1,070,548 | $ | 1,740,312 | $ | 687,288 |
________________________________________
(1)The allocation of our unfunded loan commitments for our loans held for investment portfolio is based on the earlier of the commitment expiration date and the loan maturity date.
(2)Collateralized loan obligation liabilities are based on the fully extended maturity of mortgage loan collateral, considering the reinvestment window of our collateralized loan obligation.
(3)The allocation of secured credit agreements and secured revolving credit facility is based on the extended maturity date for those secured financing agreements where extensions are at our option, subject to no default, or the current maturity date of those facilities where extension options are subject to counterparty approval.
(4)The allocation of asset-specific financing arrangements are based on the fully extended maturity date of the underlying mortgage loan collateral.
(5)Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured debt agreements, asset-specific financing arrangements and collateralized loan obligations and the interest rates in effect as of December 31, 2025 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 our related liabilities are indexed to Term SOFR.
With respect to our debt obligations that are contractually due within the next five years, we plan to employ several strategies to meet these obligations, including: (i) exercising maturity date extension options that exist in our current financing arrangements; (ii) negotiating extensions of terms with our providers of credit; (iii) periodically accessing the private and public equity and debt capital markets to raise cash to fund new investments or the repayment of indebtedness; (iv) the issuance of additional structured finance vehicles, such as collateralized loan obligations similar to TRTX 2025-FL7, TRTX 2025-FL6, TRTX 2022-FL5, TRTX 2021-FL4, or TRTX 2019-FL3 as a method of financing; (v) the establishment of new asset-specific financing arrangements, including matched-term note-on-note facilities; (vi) term loans with private lenders; (vii) selling loans and REO to generate cash to repay our debt obligations; (viii) encumbering REO properties to generate cash; and/or (ix) applying repayments from underlying loans to satisfy the debt obligations which they secure. Although these avenues have been available to us in the past, we cannot offer any assurance that we will be able to access any or all of these alternatives in the future.
We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. During the year ended December 31, 2025, our Manager did not earn an incentive management fee. See Note 10 to our Consolidated Financial Statements included in this Form 10-K for additional terms and details of the fees payable under our Management Agreement.
As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. The IRS has issued a revenue procedure permitting “publicly offered” REITs to use elective stock dividends (i.e., dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. Pursuant to this revenue procedure, we may elect to make future distributions of our taxable income in a mixture of stock and cash.
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Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described above. See Note 9 to our Consolidated Financial Statements included in this Form 10-K for additional details.
Corporate Activities
Dividends
Upon the approval of our Board of Directors, we accrue dividends. We intend to distribute each year not less than 90% of our taxable income to our stockholders to comply with the REIT provisions of the Internal Revenue Code. The Board of Directors will determine whether to pay future dividends, entirely in cash, or in a combination of stock and cash based on facts and circumstances at the time such decisions are made.
On December 12, 2025, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.4 million in the aggregate, for the fourth quarter of 2025. The common stock dividend was paid on January 23, 2026 to the holders of record of our common stock as of December 26, 2025.
On December 9, 2025, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2025. The Series C Preferred Stock dividend was paid on December 30, 2025 to the preferred stockholders of record as of December 19, 2025.
On December 13, 2024, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $20.0 million in the aggregate, for the fourth quarter of 2024. The common stock dividend was paid on January 24, 2025 to the holders of record of our common stock as of December 27, 2024.
On December 6, 2024, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2024. The Series C Preferred Stock dividend was paid on December 30, 2024 to the preferred stockholders of record as of December 20, 2024.
For the year ended December 31, 2025 and 2024, common stock dividends in the amount of $77.9 million and $78.7 million, respectively, were declared and approved.
As of December 31, 2025 and December 31, 2024, common stock dividends of $19.4 million and $20.0 million, respectively, were unpaid and are reflected in dividends payable on our consolidated balance sheets.
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Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, valuation of our investment portfolio and disclosure of contingent assets and liabilities, among other items. Our management bases these estimates and judgments about current, and for some estimates, future economic and market conditions and their effects on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses.
If conditions change from those expected, it is possible that our judgments, estimates and assumptions could change, which may result in a change in our interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future write-offs of our investments, and valuation of our investment portfolio, among other effects. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the consolidated financial statements in the period in which the actual amounts become known. We believe our critical accounting estimates could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.
The following is a summary of our significant accounting policies that we believe are the most affected by our Manager's judgments, estimates, and assumptions:
Allowance for Credit Losses
As discussed in Note 2, the allowance for credit losses measured under the CECL accounting framework represents an estimate of current expected losses for our existing portfolio of loans held for investment and is presented as a valuation reserve on our consolidated balance sheets. Expected credit losses related to non-cancelable unfunded loan commitments are accounted for as separate liabilities included in accrued expenses and other liabilities on the consolidated balance sheets. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheets, is adjusted by a credit loss (expense) benefit, which is reported in earnings in the consolidated statements of income (loss) and comprehensive income (loss) and reduced by the write-off of loan amounts, net of recoveries and additions related to purchased credit-deteriorated (“PCD”) assets, if relevant. The allowance for credit losses includes a modeled component and an individually assessed component. We have elected to not measure an allowance for credit losses on accrued interest receivables related to all of our loans held for investment because we write off uncollectible accrued interest receivable in a timely manner pursuant to our non-accrual policy.
We consider key credit quality indicators in underwriting loans and estimating credit losses, including but not limited to: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; debt service and coverage ratio; our risk rating for the same and similar loans; and prior experience with the borrower and sponsor. This information is used to assess the financial and operating capability, experience and profitability of the sponsor/borrower. Ultimate repayment of our loans is sensitive to interest rate changes, general economic conditions, liquidity, LTV ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement short-term or long-term financing. The loans in our commercial mortgage loan portfolio are secured by collateral of the following property types: office; life science; multifamily; hotel; industrial; mixed-use; and self storage.
Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by a partnership interest or similar equity interest in the entity that owns the real estate securing our first mortgage loan. We regularly evaluate on a loan-by-loan basis, typically no less frequently than quarterly, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, and the financial and operating capability of the borrower/sponsor. We also evaluate the financial strength of loan guarantors, if any, and the borrower’s competency in managing and operating the property or properties. In addition, we consider the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management, who utilize various data sources, including, to the extent available (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other market data.
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Quarterly, we evaluate the risk of all loans and assign a risk rating based on a variety of factors, whereby no single factor on its own, whether quantitative or qualitative, is given more weight than others. The factors that we consider in connection with this evaluation are grouped as follows: (i) loan and credit structure, including the as-is LTV and structural features; (ii) quality and stability of real estate value and operating cash flow, including debt yield, property type, dynamics of the geography, property type and local market, physical condition, stability of cash flow, leasing velocity and quality and diversity of tenancy; (iii) performance against underwritten business plan; and (iv) quality, experience and financial condition of sponsor, borrower and guarantor(s). Based on a 5-point scale, our loans are rated “1” through “5,” from least risk to greatest risk, respectively:
1 -Very Low Risk
2 -Low Risk
3 -Medium Risk
4 -High Risk/Potential for Loss—A loan that has a risk of realizing a principal loss; and
5 -Default/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
We generally assign a risk rating of “3” to all loans originated or acquired during the most recent quarter, except when specific circumstances warrant an exception.
Our CECL reserve also reflects estimates of the current and future economic conditions that impact the performance of the commercial real estate assets securing the loans. These estimates include unemployment rates, inflation rates, interest rates, price indices for commercial property, current and expected future availability of liquidity in the commercial property debt and equity capital markets, 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 our loan portfolio’s performance. Selection of the economic forecast or forecasts used, in conjunction with loan level inputs, to determine the CECL reserve requires significant judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty. The actual economic conditions impacting our loan portfolio could vary significantly from the estimates made for the periods presented.
The commercial property investment sales and commercial mortgage loan markets have experienced uneven liquidity due to global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, the potential impact of tariffs and trade disputes, sustained higher interest rates, currency fluctuations, labor shortages, structural shifts and regulatory changes in the banking sector, and political and geopolitical conflicts, which continue to make it more difficult to estimate key inputs for estimating the allowance for credit losses. The amount of allowance for credit losses is influenced by the size of our loan portfolio, loan asset quality, risk rating, delinquency status, historic loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. We employ two methods to estimate credit losses in our loan portfolio: (1) a model-based approach and (2) an individually assessed approach for loans considered to be "collateral-dependent" as the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral and the borrower is experiencing financial difficulty or foreclosure is probable. Estimates made by us are necessarily subject to change due to the limited number of observable inputs and uncertainty regarding the global macroeconomic conditions described above.
Significant judgment is required when estimating future credit losses and, as a result, actual losses over time could be materially different. During the year ended December 31, 2025, we recognized an increase of $13.5 million to our allowance for credit losses. The credit loss allowance was $77.4 million as of December 31, 2025. During the year ended December 31, 2025, we recognized $13.9 million of credit loss expense, net.
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Real Estate Owned
Upon the acquisition of a property, we assess the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocate the purchase price to the acquired assets and assumed liabilities, which are on a relative fair value basis. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions. We assess and consider fair value based on estimated cash flow projections that utilize appropriate discount and/or capitalization rates, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.
In determining the fair value of the tangible assets of an acquired property, we consider the value of the property as if it were vacant.
Acquired above and below-market leases are recorded at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for favorable leases and the initial term plus the term of any below-market fixed rate renewal options for unfavorable leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.
REO is initially measured at fair value and is thereafter subject to an ongoing impairment analysis. Subsequent to an REO acquisition, events or circumstances may occur that result in a material and sustained change in the cash flows generated, or expected to be generated, from the property. REO is evaluated for recoverability when impairment indicators are identified. REO is considered for impairment when the sum of estimated future undiscounted cash flows to be generated by the REO over the estimated remaining holding period is less than the carrying value of the REO. An impairment loss is recorded when the carrying value of the REO exceeds its fair value. Any impairment loss is included in the consolidated statements of income (loss) and comprehensive income (loss).
See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a listing and description of our significant accounting policies.
Recent Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 to our Consolidated Financial Statements included in this Form 10-K.
Subsequent Events
For a discussion of subsequent events, see Note 16 to our Consolidated Financial Statements included in this Form 10-K.
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Loan Portfolio Details
The following table provides details with respect to our loans held for investment portfolio on a loan-by-loan basis as of December 31, 2025 (dollars in millions, except loan per square foot/unit):
| Loan # | Form of investment | Origination or acquisition date(2) | Total loan | Principal balance | Amortizedcost(3) | Interest rate | All-inyield(4) | Fixed / floating | Extendedmaturity(5) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(6) | Riskrating(7) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First mortgage loans(1) | |||||||||||||||||||||||||||||||||||||
| 1 | Senior Loan(9) | 11/25/2025 | $ | 285.0 | $ | 268.3 | $ | 266.9 | S + 2.6% | S + 3.0% | Floating | 12/9/2028 | New York City, NY | Multifamily | Bridge | $602,537 Unit | 69.5 | % | 3 | ||||||||||||||||||
| 2 | Senior Loan(10) | 7/28/2022 | 256.3 | 253.8 | 253.8 | S + 3.6% | S + 3.7% | Floating | 8/9/2027 | San Jose, CA | Multifamily | Bridge | $444,646 Unit | 72.6 | % | 3 | |||||||||||||||||||||
| 3 | Senior Loan(11) | 8/21/2019 | 227.1 | 227.1 | 227.1 | S + 3.0% | S + 3.2% | Floating | 9/9/2026 | New York, NY | Office | Light Transitional | $448 Sq ft | 65.2 | % | 3 | |||||||||||||||||||||
| 4 | Senior Loan(12) | 6/26/2025 | 200.0 | 194.5 | 193.0 | S + 3.2% | S + 3.4% | Floating | 7/9/2030 | Various, Various | Industrial | Bridge | $111 Sq ft | 62.8 | % | 3 | |||||||||||||||||||||
| 5 | Senior Loan | 5/5/2021 | 194.5 | 194.5 | 194.5 | S + 3.4% | S + 3.5% | Floating | 5/9/2028 | Daly City, CA | Life Science | Moderate Transitional | $492 Sq ft | 63.1 | % | 3 | |||||||||||||||||||||
| 6 | Senior Loan | 6/30/2025 | 173.0 | 162.1 | 162.1 | S + 2.7% | S + 3.0% | Floating | 7/9/2030 | Los Angeles, CA | Multifamily | Bridge | $364,211 Unit | 72.1 | % | 3 | |||||||||||||||||||||
| 7 | Senior Loan | 12/31/2024 | 129.0 | 116.3 | 115.4 | S + 3.4% | S + 3.7% | Floating | 1/9/2030 | Various, Various | Industrial | Light Transitional | $215 Sq ft | 55.3 | % | 3 | |||||||||||||||||||||
| 8 | Senior Loan | 11/13/2024 | 113.0 | 110.0 | 109.5 | S + 3.3% | S + 3.6% | Floating | 12/9/2029 | Various, Various | Multifamily | Bridge | $112,214 Unit | 64.6 | % | 3 | |||||||||||||||||||||
| 9 | Senior Loan | 7/20/2021 | 106.0 | 106.0 | 106.0 | S + 3.5% | S + 3.9% | Floating | 8/9/2026 | Various, NJ | Multifamily | Bridge | $117,796 Unit | 71.3 | % | 3 | |||||||||||||||||||||
| 10 | Senior Loan | 8/28/2025 | 101.5 | 101.5 | 100.6 | S + 3.8% | S + 4.1% | Floating | 9/9/2030 | Nashville, TN | Hotel | Bridge | $331,699 Unit | 67.7 | % | 3 | |||||||||||||||||||||
| 11 | Senior Loan | 11/26/2025 | 98.5 | 90.6 | 89.9 | S + 2.5% | S + 2.8% | Floating | 12/9/2030 | San Antonio, TX | Multifamily | Bridge | $278,249 Unit | 66.1 | % | 3 | |||||||||||||||||||||
| 12 | Senior Loan | 11/26/2025 | 97.0 | 71.3 | 70.4 | S + 3.1% | S + 3.5% | Floating | 12/9/2030 | Glendale, AZ | Industrial | Moderate Transitional | $84 Sq ft | 46.9 | % | 3 | |||||||||||||||||||||
| 13 | Senior Loan | 10/10/2025 | 96.5 | 88.2 | 87.3 | S + 2.7% | S + 2.9% | Floating | 11/9/2030 | McDonough, GA | Industrial | Light Transitional | $62 Sq ft | 62.8 | % | 3 | |||||||||||||||||||||
| 14 | Senior Loan | 12/19/2025 | 96.5 | 82.0 | 81.0 | S + 2.6% | S + 2.9% | Floating | 1/9/2031 | Myerstown, PA | Industrial | Light Transitional | $82 Sq ft | 54.8 | % | 3 | |||||||||||||||||||||
| 15 | Senior Loan | 7/3/2024 | 96.0 | 96.0 | 95.5 | S + 3.1% | S + 3.4% | Floating | 7/9/2029 | Phoenix, AZ | Multifamily | Bridge | $209,150 Unit | 68.6 | % | 3 | |||||||||||||||||||||
| 16 | Senior Loan | 12/30/2025 | 95.2 | 93.8 | 93.8 | S + 2.6% | S + 2.9% | Floating | 1/9/2031 | San Antonio, TX | Multifamily | Bridge | $253,733 Unit | 68.8 | % | 3 | |||||||||||||||||||||
| 17 | Senior Loan | 12/9/2021 | 94.0 | 93.0 | 93.0 | S + 3.9% | S + 4.2% | Floating | 12/9/2026 | Los Angeles, CA | Multifamily | Light Transitional | $209,258 Unit | 78.1 | % | 3 | |||||||||||||||||||||
| 18 | Senior Loan | 6/14/2021 | 92.6 | 92.6 | 92.6 | S + 3.2% | S + 3.5% | Floating | 7/9/2027 | Hayward, CA | Life Science | Moderate Transitional | $250 Sq ft | 49.7 | % | 3 | |||||||||||||||||||||
| 19 | Senior Loan | 11/21/2022 | 87.0 | 77.9 | 77.9 | S + 5.3% | S + 5.6% | Floating | 12/9/2027 | Dallas, TX | Office | Moderate Transitional | $100 Sq ft | 60.8 | % | 3 | |||||||||||||||||||||
| 20 | Senior Loan | 12/20/2018 | 78.8 | 76.5 | 76.5 | S + 1.8% | S + 1.9% | Floating | 1/9/2028 | Torrance, CA | Mixed-Use | Moderate Transitional | $218 Sq ft | 61.1 | % | 4 | |||||||||||||||||||||
| 21 | Senior Loan | 6/18/2025 | 71.5 | 70.6 | 70.0 | S + 2.7% | S + 3.0% | Floating | 7/9/2030 | Charlottesville, VA | Multifamily | Bridge | $314,978 Unit | 66.9 | % | 3 | |||||||||||||||||||||
| 22 | Senior Loan | 4/29/2025 | 70.0 | 69.6 | 69.4 | S + 2.9% | S + 3.2% | Floating | 5/9/2030 | Minneapolis, MN | Multifamily | Bridge | $202,312 Unit | 67.0 | % | 3 | |||||||||||||||||||||
| 23 | Senior Loan | 6/6/2025 | 68.0 | 65.3 | 64.7 | S + 2.8% | S + 3.1% | Floating | 6/9/2030 | Lauderhill, FL | Multifamily | Bridge | $167,901 Unit | 70.7 | % | 3 | |||||||||||||||||||||
| 24 | Senior Loan | 7/26/2022 | 67.0 | 67.0 | 67.0 | S + 4.2% | S + 4.5% | Floating | 8/9/2027 | Various, Various | Self Storage | Light Transitional | $166 Sq ft | 66.2 | % | 3 | |||||||||||||||||||||
| 25 | Senior Loan | 11/30/2021 | 65.6 | 64.8 | 64.8 | S + 3.5% | S + 3.9% | Floating | 12/9/2026 | St. Louis, MO | Multifamily | Moderate Transitional | $158,838 Unit | 69.3 | % | 3 | |||||||||||||||||||||
| 26 | Senior Loan | 9/30/2025 | 65.4 | 54.5 | 53.9 | S + 2.7% | S + 3.0% | Floating | 10/9/2030 | Passaic, NJ | Industrial | Bridge | $221 Sq ft | 55.2 | % | 3 | |||||||||||||||||||||
| 27 | Senior Loan | 8/22/2025 | 64.0 | 61.7 | 61.2 | S + 3.3% | S + 3.6% | Floating | 9/9/2030 | Various, Various | Industrial | Bridge | $42 Sq ft | 60.1 | % | 3 | |||||||||||||||||||||
| 28 | Senior Loan | 9/13/2024 | 63.0 | 63.0 | 62.8 | S + 3.5% | S + 3.8% | Floating | 10/9/2029 | Calistoga, CA | Hotel | Bridge | $630,000 Unit | 48.5 | % | 2 | |||||||||||||||||||||
| 29 | Senior Loan | 11/3/2023 | 62.0 | 58.7 | 58.6 | S + 3.5% | S + 3.8% | Floating | 11/9/2028 | Stamford, CT | Multifamily | Moderate Transitional | $254,098 Unit | 66.1 | % | 2 | |||||||||||||||||||||
| 30 | Senior Loan(13) | 9/1/2022 | 61.5 | 61.5 | 61.5 | S + 2.9% | S + 1.6% | Floating | 5/9/2026 | Raleigh, NC | Multifamily | Bridge | $188,650 Unit | 66.2 | % | 3 | |||||||||||||||||||||
| 31 | Senior Loan | 4/21/2025 | 61.0 | 61.0 | 60.5 | S + 2.8% | S + 3.1% | Floating | 5/9/2030 | Atlanta, GA | Multifamily | Bridge | $255,230 Unit | 69.1 | % | 3 | |||||||||||||||||||||
| 32 | Senior Loan | 12/29/2025 | 58.3 | 54.0 | 53.7 | S + 2.4% | S + 2.8% | Floating | 7/9/2030 | Fairfield, CA | Industrial | Light Transitional | $96 Sq ft | 66.6 | % | 3 | |||||||||||||||||||||
| 33 | Senior Loan | 10/24/2025 | 54.0 | 52.3 | 51.8 | S + 3.2% | S + 3.5% | Floating | 11/9/2030 | Sunbury, OH | Multifamily | Bridge | $180,000 Unit | 63.2 | % | 3 | |||||||||||||||||||||
| 34 | Senior Loan | 12/17/2021 | 52.1 | 49.5 | 49.5 | S + 3.8% | S + 4.1% | Floating | 1/9/2027 | Newport News, VA | Multifamily | Light Transitional | $135,677 Unit | 67.3 | % | 3 | |||||||||||||||||||||
| 35 | Senior Loan | 6/6/2025 | 52.1 | 51.6 | 51.2 | S + 2.8% | S + 3.0% | Floating | 6/9/2030 | Wesley Chapel, FL | Multifamily | Bridge | $180,903 Unit | 67.3 | % | 3 | |||||||||||||||||||||
| 36 | Senior Loan | 1/17/2024 | 51.3 | 48.1 | 47.8 | S + 3.1% | S + 3.4% | Floating | 2/9/2029 | Albuquerque, NM | Multifamily | Light Transitional | $149,128 Unit | 71.7 | % | 2 |
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| Loan # | Form of investment | Origination or acquisition date(2) | Total loan | Principal balance | Amortizedcost(3) | Interest rate | All-inyield(4) | Fixed / floating | Extendedmaturity(5) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(6) | Riskrating(7) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 37 | Senior Loan | 12/20/2017 | 51.0 | 51.0 | 51.0 | S + 4.9% | S + 5.3% | Floating | 12/31/2026 | New Orleans, LA | Hotel | Bridge | $217,949 Unit | 59.9 | % | 3 | |||||||||||||||||||
| 38 | Senior Loan | 10/27/2021 | 48.9 | 45.4 | 45.4 | S + 3.5% | S + 3.8% | Floating | 11/9/2026 | Longmont, CO | Office | Moderate Transitional | $141 Sq ft | 70.6 | % | 3 | |||||||||||||||||||
| 39 | Senior Loan | 6/2/2021 | 48.6 | 48.3 | 48.3 | S + 3.9% | S + 4.2% | Floating | 12/9/2026 | Fort Lauderdale, FL | Office | Light Transitional | $187 Sq ft | 71.0 | % | 3 | |||||||||||||||||||
| 40 | Senior Loan | 7/29/2025 | 48.3 | 48.3 | 47.8 | S + 2.8% | S + 3.1% | Floating | 8/9/2030 | Charlotte, NC | Multifamily | Bridge | $197,787 Unit | 76.0 | % | 3 | |||||||||||||||||||
| 41 | Senior Loan | 8/26/2021 | 46.4 | 46.4 | 46.4 | S + 3.4% | S + 3.6% | Floating | 9/9/2028 | San Diego, CA | Life Science | Moderate Transitional | $545 Sq ft | 72.1 | % | 3 | |||||||||||||||||||
| 42 | Senior Loan | 8/10/2022 | 46.2 | 41.0 | 41.0 | S + 2.5% | S + 3.0% | Floating | 9/9/2027 | Plano, TX | Multifamily | Moderate Transitional | $173,534 Unit | 66.3 | % | 4 | |||||||||||||||||||
| 43 | Senior Loan | 10/24/2025 | 46.0 | 43.2 | 42.7 | S + 3.2% | S + 3.5% | Floating | 11/9/2030 | Columbus, OH | Multifamily | Bridge | $226,601 Unit | 63.8 | % | 3 | |||||||||||||||||||
| 44 | Senior Loan | 8/28/2024 | 45.0 | 42.8 | 42.6 | S + 2.9% | S + 3.1% | Floating | 9/9/2029 | Bakersfield, CA | Multifamily | Light Transitional | $180,723 Unit | 72.9 | % | 3 | |||||||||||||||||||
| 45 | Senior Loan | 7/28/2023 | 43.6 | 43.2 | 43.1 | S + 4.6% | S + 5.1% | Floating | 8/9/2028 | Various, AZ | Hotel | Bridge | $150,345 Unit | 63.3 | % | 3 | |||||||||||||||||||
| 46 | Senior Loan(14) | 3/30/2018 | 42.4 | 42.4 | 42.4 | S + 3.8% | S + 4.2% | Floating | 1/7/2026 | Honolulu, HI | Office | Light Transitional | $147 Sq ft | 57.9 | % | 4 | |||||||||||||||||||
| 47 | Senior Loan | 3/28/2024 | 34.0 | 33.1 | 32.9 | S + 3.9% | S + 4.3% | Floating | 4/9/2029 | Mesa, AZ | Multifamily | Bridge | $173,469 Unit | 72.9 | % | 3 | |||||||||||||||||||
| 48 | Senior Loan | 1/19/2024 | 31.0 | 30.3 | 30.2 | S + 3.4% | S + 3.7% | Floating | 2/9/2029 | Castle Rock, CO | Multifamily | Moderate Transitional | $303,922 Unit | 63.7 | % | 3 | |||||||||||||||||||
| 49 | Senior Loan | 8/23/2022 | 30.6 | 30.1 | 30.1 | S + 4.0% | S + 4.8% | Floating | 9/9/2027 | Marietta, GA | Multifamily | Light Transitional | $125,392 Unit | 68.5 | % | 3 | |||||||||||||||||||
| 50 | Senior Loan | 6/29/2022 | 24.5 | 23.7 | 23.7 | S + 3.9% | S + 4.1% | Floating | 11/9/2027 | San Antonio, TX | Multifamily | Light Transitional | $107,456 Unit | 75.5 | % | 3 | |||||||||||||||||||
| Subtotal / weighted average(8) | $ | 4,290.6 | $ | 4,118.1 | $ | 4,103.0 | S +3.2% | S +3.5% | 3.0 years | 65.7 | % | 3.0 | |||||||||||||||||||||||
| Total / weighted average(8) | $ | 4,290.6 | $ | 4,118.1 | $ | 4,103.0 | S +3.2% | S +3.5% | 3.0 years | 65.7 | % | 3.0 |
_______________________________
* Numbers presented may not foot due to rounding.
(1)First mortgage loans are whole mortgage loans unless otherwise noted.
(2)Date loan was originated or acquired by us. The origination or acquisition date is not updated for subsequent loan modifications.
(3)Represents unpaid principal balance net of unamortized costs.
(4)In addition to the interest rate, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for our loan assets and total loan portfolio excludes the applicable floating benchmark interest rate as of December 31, 2025 and excludes the impact of our interest rate floors and borrower interest rate caps.
(5)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2025, based on unpaid principal balance, 56.3% of our loans were subject to yield maintenance or other prepayment restrictions and 43.7% were open to repayment by the borrower without penalty.
(6)Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
(7)For a discussion of risk ratings, please see Notes 2 and 3 to our Consolidated Financial Statements included in this Form 10-K.
(8)Represents the weighted average of the credit spread as of December 31, 2025 for the loans, 99.8% of which are floating rate.
(9)This loan is comprised of a first mortgage loan of $180.0 million and a contiguous mezzanine loan of $105.0 million, both of which we own. Each loan carries the same interest rate.
(10)The loan is comprised of a first mortgage loan of $245.0 million and a contiguous mezzanine loan of $11.3 million, both of which we own. The first mortgage loan carries an interest rate of S+3.40% and the mezzanine loan has a fixed 8.0% PIK interest rate.
(11)Calculated as the ratio of unpaid principal balance as of December 31, 2025 to the as-is appraised value at origination, to reflect the sale by us in August 2020 of the contiguous mezzanine loan with an unpaid principal balance of $46.4 million and a commitment amount of $50.0 million as of the sale date.
(12)This loan represents a 56.7% pari passu participation interest in a first mortgage loan, that was co-originated by us and a third-party.
(13)This loan was originated by a third-party on June 9, 2021 and acquired by us on September 1, 2022.
(14)Subsequent to December 31, 2025, we modified this loan and extended the maturity through December 15, 2026.
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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: 0001630472-25-000005.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this 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 Form 10-K.
This section discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Overview
We are a commercial real estate finance company externally managed by TPG RE Finance Trust Management, L.P., an affiliate of our sponsor TPG. We directly originate, acquire and manage commercial mortgage loans and other commercial real estate-related debt instruments in North America for our balance sheet. Our objective is to provide attractive risk-adjusted returns to our stockholders over time through cash distributions and capital appreciation. To meet our objective, we focus primarily on directly originating and selectively acquiring floating rate first mortgage loans that are secured by high quality commercial real estate properties undergoing some form of transition and value creation, such as retenanting, refurbishment or other form of repositioning. The collateral underlying our loans is located in primary and select secondary markets in the U.S. that we believe have attractive economic conditions and commercial real estate fundamentals. We operate our business as one segment.
We made an election to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2014. We believe we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and we believe that our organization and current and intended manner of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. As a REIT, we generally are not subject to U.S. federal income tax on our REIT taxable income that we distribute currently to our stockholders. We operate our business in a manner that permits us to maintain an exclusion or exemption from registration under the Investment Company Act.
We continue to evaluate the effects of macroeconomic conditions, including, without limitation: a period of sustained high interest rates; inflation; structural shifts and regulatory changes to the commercial banking systems of the U.S. and Western Europe; geopolitical tensions; concerns of an economic recession in the near term; and changes to the way commercial tenants use real estate, specifically office buildings. Rising interest rates, structural shifts and regulatory changes to the commercial banking systems of the U.S. and Western Europe, increased volatility in debt and equity markets, declines in commercial property values, and elevated geopolitical risk led us to continue to curtail our loan origination volume and maintain high levels of liquidity during 2023 and continuing through 2024. From January 1, 2024 through December 31, 2024, we originated eight first mortgage transitional loans, with total commitments of $562.3 million, an initial unpaid principal balance of $532.0 million, and unfunded commitments at closing of $30.3 million.
Our Manager
We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a leading global alternative asset manager with $246 billion in assets under management as of December 31, 2024. TPG offers a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit, and real estate. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, the selection, origination or purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's real estate investment group and TPG’s management committee.
For a summary of certain terms of the management agreement between us and our Manager (the “Management Agreement”), see Note 10 to our Consolidated Financial Statements included in this Form 10-K.
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Fourth Quarter 2024 Activity
Operating Results:
•Recognized Net income attributable to common stockholders of $6.9 million, compared to $18.7 million for the three months ended September 30, 2024, a decrease of $11.8 million.
•Produced Net interest income of $24.7 million, resulting from interest income of $69.0 million and interest expense of $44.3 million. Net interest income decreased $4.6 million compared to the three months ended September 30, 2024.
•Generated Distributable Earnings of $7.8 million, compared to $23.0 million for the three months ended September 30, 2024, a decrease of $15.2 million.
•Recorded a decrease to our allowance for credit losses on our loan portfolio of $5.3 million, for a total allowance for credit losses of $64.0 million, or 187 basis points of total loan commitments of $3.4 billion.
•Declared a common stock dividend of $0.24 per common share for the three months ended December 31, 2024.
Investment Portfolio Activity:
•Originated two first mortgage loans with a total loan commitment of $242.0 million, an aggregate initial unpaid principal balance of $225.2 million, unfunded loan commitment of $16.8 million, a weighted average interest rate of Term SOFR plus 3.33%, and a weighted average interest rate floor of 3.25%.
•Funded $4.7 million in future funding obligations associated with existing loans.
•Received three full loan repayments of $94.7 million and partial principal payments of $15.5 million related to four loans, for total loan repayments of $110.2 million.
•Acquired three multifamily properties, which served as collateral for two first mortgage loans, one of which involved a UCC foreclosure and the other a non-judicial foreclosure, with an aggregate carrying value at December 31, 2024 of $88.8 million and a fair value at foreclosure of $89.9 million.
Investment Portfolio Financing Activity:
•Extended the Wells Fargo secured credit agreement by three years to December 2027.
Full Year 2024 Activity
Operating Results:
•Recognized Net income attributable to common stockholders of $59.7 million, or $0.75 per diluted share, and Distributable Earnings of $76.5 million or $0.96 per diluted share.
•Produced Net interest income of $108.3 million, resulting from interest income of $307.1 million and interest expense of $198.9 million.
•Declared dividends of $78.7 million, or $0.96 per common share, representing a 11.3% annualized dividend yield based on the December 31, 2024 closing price of $8.50.
Investment Portfolio Activity:
•Originated eight first mortgage loans with total loan commitments of $562.3 million, an aggregate initial unpaid principal balance of $532.0 million, unfunded loan commitments of $30.3 million, a weighted average interest rate of Term SOFR plus 3.29%, and a weighted average interest rate floor of 3.28%.
•Funded $41.1 million in future funding obligations associated with existing loans.
•Received loan repayments, in whole and in part, of $673.4 million including accrued PIK interest.
Investment Portfolio Financing Activity:
•Increased non-recourse, non-mark-to-market asset specific financings by $72.0 million. Non-mark-to-market financing comprised 77.0% of total loan portfolio borrowings as of December 31, 2024.
•Utilized the reinvestment feature in TRTX 2022-FL5 14 times, recycling loan repayments of $255.2 million.
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Liquidity:
•Maintained substantial near-term liquidity of $320.8 million, as of December 31, 2024, comprised of:
•$190.2 million of cash-on-hand, of which $175.2 million was available for investment, net of $15.0 million held to satisfy liquidity covenants under our secured financing agreements.
•Undrawn capacity (liquidity available to us without the need to pledge additional collateral to our lenders) of $128.1 million under secured credit agreements with three lenders, and $2.5 million under other financing arrangements.
We have financed our loan investments as of December 31, 2024 utilizing three CRE CLOs totaling $1.7 billion, $585.0 million under secured credit agreements with total commitments of $1.7 billion provided by four lenders, and $186.5 million under asset-specific financing arrangements with various lenders. As of December 31, 2024, 66.2% of our borrowings were pursuant to our CRE CLO vehicles, 26.4% were pursuant to our secured credit agreements and secured revolving credit facility and 7.4% were pursuant to our asset-specific financing arrangements. Non-mark-to-market financing comprised 77.0% of total loan portfolio borrowings as of December 31, 2024.
Our ability to draw on our secured credit agreements and secured revolving credit facility is dependent upon our lenders’ willingness to accept as collateral loan investments we pledge to them to secure additional borrowings. These financing arrangements have credit spreads based upon the LTV and other risk characteristics of collateral pledged, and provide financing with mark-to-market provisions limited to collateral-specific events (i.e., "credit" marks). Borrowings under our secured revolving credit agreement are permitted with respect to collateral that satisfies pre-determined eligibility standards, and have a pre-determined advance rate (generally, 75% of the unpaid principal balance pledged) and credit spread (Term SOFR plus 2.00%). As of December 31, 2024, borrowings under these secured credit agreements and secured revolving credit facility had a weighted average credit spread of 1.94% (1.93% for arrangements with mark-to-market provisions and 2.00% for one arrangement with no mark-to-market provisions), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 2.6 years. These financing arrangements are generally 25% recourse to Holdco, with the exception of the secured revolving credit facility that is 100% recourse to Holdco.
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Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared per common share, Distributable Earnings, and book value per common share. As further described below, Distributable Earnings is a measure that is not prepared in accordance with GAAP. We use Distributable Earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current investment activity and operations.
For the three months ended December 31, 2024, we recorded net income attributable to common stockholders of $0.09 per diluted common share, a decrease of $0.14 per diluted common share from the three months ended September 30, 2024, of which $0.06 per diluted common share, or $4.6 million, relates to an increase quarter over quarter in our credit loss expense, compared to $0.3 million benefit during the third quarter of 2024.
Distributable Earnings per diluted common share was $0.10 for three months ended December 31, 2024, a decrease of $0.18 per diluted common share from the three months ended September 30, 2024. The decrease in Distributable Earnings per diluted common share was primarily due to an increase in realized losses on loan write-offs and REO conversions of $0.12 per diluted common share during the fourth quarter of 2024.
For the three months ended December 31, 2024, we declared a cash dividend of $0.24 per common share which was paid on January 24, 2025.
Our book value per common share as of December 31, 2024 was $11.27, a decrease of $0.59 per common share from our book value per common share as of December 31, 2023 of $11.86, primarily due to an exercise of warrants (the "Warrants") during the six months ended June 30, 2024, which resulted in the issuance of 2,647,059 shares of our common stock, diluting our book value by $0.38 per common share. Additionally our book value per common share also decreased due to an increase in credit loss expense during the year ended December 31, 2024 of $4.1 million, or $0.05 per common share.
The following table sets forth the calculation of basic and diluted net income attributable to common stockholders per share and dividends declared per share (dollars in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 2024 | 2024 | 2023 | |||||||||||
| Net income | $ | 10,682 | $ | 22,194 | $ | 74,335 | $ | (116,630) | ||||||
| Preferred stock dividends(1) | (3,148) | (3,148) | (12,592) | (12,592) | ||||||||||
| Participating securities' share in earnings | (625) | (370) | (2,077) | (1,683) | ||||||||||
| Net income attributable to common stockholders - see Note 11 | $ | 6,909 | $ | 18,676 | $ | 59,666 | $ | (130,905) | ||||||
| Weighted average common shares outstanding, basic | 80,931,861 | 80,925,851 | 79,801,990 | 77,575,788 | ||||||||||
| Weighted average common shares outstanding, diluted - see Note 11 | 80,931,861 | 81,365,205 | 79,888,044 | 77,575,788 | ||||||||||
| Earnings per common share, basic(2) | $ | 0.09 | $ | 0.23 | $ | 0.75 | $ | (1.69) | ||||||
| Earnings per common share, diluted(2) | $ | 0.09 | $ | 0.23 | $ | 0.75 | $ | (1.69) | ||||||
| Dividends declared per common share | $ | 0.24 | $ | 0.24 | $ | 0.96 | $ | 0.96 |
____________________________
(1)Includes preferred stock dividends declared and paid on outstanding shares of Series A Preferred Stock and Series C Preferred Stock.
(2)Basic and diluted earnings per common share are computed independently based on the weighted average shares of common stock outstanding. Diluted earnings per common share includes the impact of participating securities outstanding. Prior to the May 8, 2024 Warrant exercise, diluted earnings per common share included any incremental shares that would be outstanding assuming the exercise of the Warrants.
Distributable Earnings
Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss) attributable to our common stockholders, including realized gains and losses from loan write-offs, loan sales and other loan resolutions (including conversions to REO), regardless of whether such items are included in other comprehensive income or loss, or in GAAP net income (loss), and excluding (i) non-cash stock compensation expense, (ii) depreciation and amortization expense (which only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments), (iii) unrealized gains (losses) (including credit loss expense (benefit), net), and (iv) certain non-cash or income and expense items.
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We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We generally must distribute at least 90% of our net taxable income annually, subject to certain adjustments and excluding any net capital gains, for us to continue to qualify as a REIT for U.S. federal income tax purposes. We believe that one of the primary reasons investors purchase our common stock is to receive our dividends. Because of our investors’ continued focus on our ability to pay dividends, Distributable Earnings is an important measure for us to consider when determining our distribution policy and dividends per common share. Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan investment and operating activities.
Distributable Earnings excludes the impact of our credit loss provision or reversals of our credit loss provision, but only to the extent that our credit loss provision exceeds any realized credit losses during the applicable reporting period. See Note 2 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our accounting policies and estimation of our allowance for credit losses.
Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), an indication of our GAAP cash flows from operations, 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.
The following table provides a reconciliation of GAAP net income attributable to common stockholders to Distributable Earnings (dollars in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 2024 | 2024 | 2023 | |||||||||||
| Net income attributable to common stockholders - see Note 11 | $ | 6,909 | $ | 18,676 | $ | 59,666 | $ | (130,905) | ||||||
| Non-cash stock compensation expense | 1,886 | 1,141 | 6,387 | 8,029 | ||||||||||
| Depreciation and amortization | 4,131 | 3,453 | 15,987 | 3,577 | ||||||||||
| Credit loss expense (benefit), net | 4,629 | (301) | 4,147 | 189,912 | ||||||||||
| Distributable earnings before realized losses from loan sales and other loan resolutions | $ | 17,555 | $ | 22,969 | $ | 86,187 | $ | 70,613 | ||||||
| Realized loss on loan write-offs related to loan sales and REO conversions | (9,729) | — | (9,729) | $ | (334,727) | |||||||||
| Distributable earnings (loss) | $ | 7,826 | $ | 22,969 | $ | 76,458 | $ | (264,114) | ||||||
| Weighted average common shares outstanding, basic | 80,931,861 | 80,925,851 | 79,801,990 | 77,575,788 | ||||||||||
| Weighted average common shares outstanding, diluted - see Note 11 | 80,931,861 | 81,365,205 | 79,888,044 | 77,575,788 | ||||||||||
| Distributable earnings (loss) per common share, basic | $ | 0.10 | $ | 0.28 | $ | 0.96 | $ | (3.40) | ||||||
| Distributable earnings (loss) per common share, diluted | $ | 0.10 | $ | 0.28 | $ | 0.96 | $ | (3.40) |
Book Value Per Common Share
The following table sets forth the calculation of our book value per common share (dollars in thousands, except share and per share data):
| December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Total stockholders’ equity | $ | 1,114,041 | $ | 1,124,785 | ||
| Series C Preferred Stock ($201,250 aggregate liquidation preference) | (201,250) | (201,250) | ||||
| Series A Preferred Stock ($125 aggregate liquidation preference) | (125) | (125) | ||||
| Total stockholders’ equity, net of preferred stock | $ | 912,666 | $ | 923,410 | ||
| Number of common shares outstanding at period end | 81,003,693 | 77,868,565 | ||||
| Book value per common share | $ | 11.27 | $ | 11.86 |
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Investment Portfolio Overview
Our interest-earning assets are comprised of a portfolio of primarily floating rate, first mortgage loans, or in two instances, contiguous mezzanine loans. As of December 31, 2024, our loans held for investment portfolio consisted of 45 first mortgage loans (or interests therein) totaling $3.4 billion of commitments with an unpaid principal balance of $3.3 billion. As of December 31, 2024, 99.7% of the loan commitments in our portfolio consisted of floating rate loans, of which 100.0% were first mortgage loans. In two instances, a first mortgage loan and contiguous mezzanine loan are both owned by us. As of December 31, 2024, we had $127.9 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones.
We may hold REO as a result of taking title to a loan's collateral. As of December 31, 2024, we owned four office properties and four multifamily properties with an aggregate carrying value of $275.8 million. During the three months and year ended December 31, 2024, we acquired three multifamily properties.
During the three months ended December 31, 2024, we originated two mortgage loans with a total commitment of $242.0 million, an initial unpaid principal balance of $225.2 million, and unfunded commitments at closing of $16.8 million. Loan fundings included $4.7 million of deferred future fundings related to previously originated loans. We received proceeds from three loan repayments in full of $94.7 million, and principal amortization of $15.5 million across four loans, for total loan repayments of $110.2 million during the period.
The following table details our loans held for investment portfolio activity by unpaid principal balance (dollars in thousands):
| Three Months Ended, | Year Ended, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2024 | ||||||||
| Loan originations and acquisitions — initial funding | $ | 225,200 | $ | 531,997 | |||||
| Other loan fundings(1) | 4,657 | 41,057 | |||||||
| Loan repayments | (110,173) | (672,196) | |||||||
| Accrued PIK interest repayments | — | (1,172) | |||||||
| Realized loss on loan write-offs, loan sales, and REO conversions | (9,729) | (9,729) | |||||||
| Loan extinguishment upon conversion to REO(2) | (89,499) | (89,499) | |||||||
| Total loan activity, net | $ | 20,456 | $ | (199,542) |
_______________________________
(1)Additional fundings made under existing loan commitments.
(2)For the three months and year ended December 31, 2024, includes extinguishment of two first mortgage loans with an aggregate unpaid principal balance of $99.2 million pursuant to loan conversions in November 2024 and December 2024 as a result of our acquisition of the underlying properties pursuant to judicial foreclosure or UCC foreclosure, as applicable.
For the three months ended December 31, 2024, we generated interest income of $69.0 million and incurred interest expense of $44.3 million, which resulted in net interest income of $24.7 million.
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The following table details overall statistics for our loans held for investment portfolio as of December 31, 2024 (dollars in thousands):
| Balance sheet portfolio | Total loan exposure(1) | |||||
|---|---|---|---|---|---|---|
| Number of loans(1) | 45 | 45 | ||||
| Floating rate loans | 99.7 | % | 99.7 | % | ||
| Total loan commitments | $ | 3,412,016 | $ | 3,412,016 | ||
| Unpaid principal balance(2) | $ | 3,284,510 | $ | 3,284,510 | ||
| Unfunded loan commitments(3) | $ | 127,866 | $ | 127,866 | ||
| Amortized cost | $ | 3,278,588 | $ | 3,278,588 | ||
| Weighted average credit spread | 3.7 | % | 3.7 | % | ||
| Weighted average all-in yield(4) | 8.3 | % | 8.3 | % | ||
| Weighted average term to extended maturity (in years)(5) | 2.4 | 2.4 | ||||
| Weighted average LTV(6) | 66.1 | % | 66.1 | % |
_________________________________
(1)In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party, we retain on our balance sheet a mezzanine loan. Total loan exposure encompasses the entire loan portfolio we originated, acquired and financed. We did not have any non-consolidated senior interests as of December 31, 2024. As of December 31, 2024, total loan exposure includes one fixed rate contiguous mezzanine loan.
(2)Unpaid principal balance includes PIK interest of $0.4 million related to one loan as of December 31, 2024.
(3)Unfunded loan commitments may be funded over the term of each loan, subject in certain cases to an expiration date or a force-funding date, primarily to finance property improvements or lease-related expenditures by our borrowers and to finance operating deficits during renovation and lease-up.
(4)As of December 31, 2024, all of our floating rate loans were indexed to Term SOFR. In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for the total portfolio assumes Term SOFR as of December 31, 2024 for weighted average calculations.
(5)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2024, based on the unpaid principal balance of our total loan exposure, 22.1% of our loans were subject to yield maintenance or other prepayment restrictions and 77.9% were open to repayment without penalty.
(6)Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
The following table details the interest rate floors for our loans held for investment portfolio as of December 31, 2024 (dollars in thousands):
| Interest rate floors | Total commitment(1) | Unpaid principal balance | Weighted average interest rate floor | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0.50% or less | $ | 1,210,292 | $ | 1,176,269 | 0.17 | % | |||||
| 0.51% to 1.00% | 224,535 | 220,962 | 0.82 | ||||||||
| 1.01% to 1.50% | 150,500 | 150,500 | 1.50 | ||||||||
| 1.51% to 2.00% | — | — | — | ||||||||
| 2.01% to 2.50% | 231,160 | 206,462 | 2.37 | ||||||||
| 2.51% to 3.00% | 698,112 | 682,043 | 2.95 | ||||||||
| 3.01% to 3.50% | 722,617 | 684,114 | 3.35 | ||||||||
| 3.51% or greater | 174,800 | 164,160 | 3.83 | ||||||||
| Total | $ | 3,412,016 | $ | 3,284,510 | 1.84 | % |
_________________________________
(1)Excludes capitalized interest of $0.4 million related to one loan.
For information regarding the financing of our loans held for investment portfolio, see the section entitled “Investment Portfolio Financing.”
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Real Estate Owned
As of December 31, 2024, we owned four office properties and four multifamily properties, each of which previously served as collateral for first mortgage loans. During the three months and year ended December 31, 2024, we acquired three multifamily properties.
In November 2024, we acquired two multifamily properties in San Antonio, TX, which served as collateral for one first mortgage loan, pursuant to non-judicial foreclosure. During the fourth quarter of 2024, we recognized the properties as REO with a carrying value of $52.5 million.
In December 2024, we acquired a multifamily property in Chicago, IL through a UCC foreclosure. During the fourth quarter of 2024, we recognized the property as REO with a carrying value of $37.4 million.
The following table details the carrying value of each of our REO properties reflected on our consolidated balance sheet as of December 31, 2024 (dollars in thousands):
| Property Type | Location | Month of Acquisition | Carrying Value | ||||
|---|---|---|---|---|---|---|---|
| Office | Houston, TX | April 2023 | $ | 48,194 | |||
| Office | Manhattan, NY | December 2023 | 38,571 | ||||
| Office | San Mateo, CA | December 2023 | 15,457 | ||||
| Office | Orange, CA | December 2023 | 17,664 | ||||
| Multifamily | Arlington Heights, IL | December 2023 | 67,132 | ||||
| Multifamily | San Antonio, TX | November 2024 | 26,698 | ||||
| Multifamily | San Antonio, TX | November 2024 | 24,719 | ||||
| Multifamily | Chicago, IL | December 2024 | 37,358 | ||||
| $ | 275,793 |
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Asset Management
We actively manage the assets in our portfolio from closing to final repayment or resolution. We are party to agreements with Situs Asset Management, LLC (“SitusAMC”), one of the largest commercial mortgage loan servicers, pursuant to which SitusAMC (i) provides us with dedicated asset management employees to provide asset management services pursuant to our proprietary guidelines and (ii) services our loans. Following the closing of an investment, the dedicated asset management team rigorously monitors the investment under our Manager’s oversight, with an emphasis on ongoing financial, legal and quantitative analyses. Through the final repayment of an investment, 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. We manage our REO using resources of TPG Real Estate and third party property managers all under the direct supervision of our Manager.
Loan Portfolio Review
Our Manager reviews our entire loan portfolio 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. See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a discussion regarding the risk rating system that we use in connection with our loan portfolio.
The following table allocates the amortized cost basis of our loans held for investment portfolio based on our internal risk ratings (dollars in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk rating | Number of loans | Amortized cost | Number of loans | Amortized cost | |||||||||
| 1 | — | $ | — | — | $ | — | |||||||
| 2 | 1 | 62,716 | 2 | 99,000 | |||||||||
| 3 | 42 | 3,098,671 | 47 | 3,160,928 | |||||||||
| 4 | 2 | 117,201 | 4 | 216,848 | |||||||||
| 5 | — | — | — | — | |||||||||
| Totals | 45 | $ | 3,278,588 | 53 | $ | 3,476,776 |
The following table allocates the amortized cost basis of our loans held for investment portfolio based on our property type classification (dollars in thousands):
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property type | Number of loans | Amortized cost | Weighted average risk rating | Number of loans | Amortized cost | Weighted average risk rating | |||||||||||||
| Multifamily | 26 | $ | 1,718,386 | 3.0 | 28 | $ | 1,732,023 | 3.0 | |||||||||||
| Office | 6 | 581,996 | 3.1 | 8 | 685,197 | 3.1 | |||||||||||||
| Life Science | 3 | 354,402 | 3.0 | 4 | 372,324 | 3.0 | |||||||||||||
| Hotel | 6 | 333,443 | 2.8 | 7 | 373,980 | 2.8 | |||||||||||||
| Industrial | 2 | 148,103 | 3.0 | 2 | 99,197 | 3.0 | |||||||||||||
| Mixed-Use | 1 | 75,327 | 4.0 | 2 | 108,906 | 3.7 | |||||||||||||
| Self Storage | 1 | 66,931 | 3.0 | 1 | 66,818 | 3.0 | |||||||||||||
| Other | — | — | — | 1 | 38,331 | 3.0 | |||||||||||||
| Totals | 45 | $ | 3,278,588 | 3.0 | 53 | $ | 3,476,776 | 3.0 |
The weighted average risk rating of our loan portfolio was 3.0 as of December 31, 2024, unchanged from December 31, 2023.
During the three months ended December 31, 2024, as part of our quarterly risk rating process, we assigned an initial risk rating of "3" to two newly-originated loans. We received repayment in full of three loans with a total unpaid principal balance of $94.7 million and a weighted average risk rating of 3.0 as of September 30, 2024. We converted to REO two multifamily loans, each with a risk rating of "4" as of September 30, 2024.
During the three months ended September 30, 2024, as part of our quarterly risk rating process, we did not upgrade or downgrade any of our loans. During the three months ended September 30, 2024, we received repayment in full of three loans with a total unpaid principal balance of $141.1 million and a weighted average risk rating of 2.6 as of June 30, 2024. Of the three new loan investments made during the three months ended September 30, 2024, two loans were assigned an initial risk rating of "3" and the third loan was assigned an initial risk rating of "2".
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During the three months ended June 30, 2024, as part of our quarterly risk rating process, we did not upgrade or downgrade any of our loans. During the three months ended June 30, 2024, we received repayment in full of three loans with a total unpaid principal balance of $162.5 million and a weighted average risk rating of 3.0 as of March 31, 2024.
During the three months ended March 31, 2024, as part of our quarterly risk rating process, we downgraded one hotel loan from "2" to "3" due to a decrease in occupancy and we downgraded one multifamily loan from "3" to "4" due to a decline in operating performance. During the three months ended March 31, 2024, we received repayment in full of five loans with a total unpaid principal balance of $211.3 million and a weighted average risk rating of 3.2 as of December 31, 2023. The five loan repayments were included within our hotel, other, and multifamily property categories. The hotel loan had a risk rating of "4", while the three multifamily loans and other loan each had a risk rating of "3" as of December 31, 2023. The three new loan investments made during the three months ended March 31, 2024 were assigned an initial risk rating of "3".
Loan Modification Activity
Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications typically include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan maturity, modification of terms of interest rate cap agreements, and/or deferral of scheduled principal payments. In exchange for a modification, we often receive a partial repayment of principal, a short-term accrual of PIK interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or an increase in the loan coupon or additional loan fees. We work with our borrowers to address issues as they arise while seeking to preserve the positive credit attributes of our loans. However, we cannot assure you that these efforts will be successful, and we may experience payment delinquencies, defaults, foreclosures, or losses.
Allowance for Credit Losses
Our allowance for credit losses is influenced by the size and weighted average maturity date of our loans, loan quality, risk rating, delinquency status, loan-to-value ratio, historical loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. During the year ended December 31, 2024, we recorded a decrease of $5.8 million in our allowance for credit losses resulting in an aggregate CECL reserve of $64.0 million at year-end. This decrease was primarily attributable to improved asset level performance, a reduction in the aggregate amount of our loan investment portfolio, and a decrease in the general reserve which includes macroeconomic assumptions that reflect ongoing concerns about growing geopolitical tensions, the potential impact of market volatility, the general level of interest rates and slope of the yield curve, the possibility of an economic recession, limited liquidity in the capital markets, structural shifts and regulatory changes in the banking sector and a slowdown in investment sales, and loan specific property-level performance trends such as shifting office market fundamentals and inflationary pressures that may cause operating margins to narrow.
While the ultimate impact of the macroeconomic outlook and property performance trends remain uncertain, we selected our macroeconomic outlook to address this uncertainty, and made specific forward-looking adjustments to the inputs of our loan-level calculations to reflect collateral operating performance, credit structure features of loan documents, variability in an economic climate marked by sustained higher interest rates, and other impacts to the broader economy.
The following table presents the allowance for credit losses for loans held for investment (dollars in thousands):
| December 31, 2024 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Allowance for credit losses: loans held for investment | Unpaid principal balance | Allowance for credit losses: unfunded commitments | Unfunded commitments | Total commitments | Total basis points | |||||||||||||
| General reserve | $ | 61,558 | $ | 3,284,510 | $ | 2,415 | $ | 127,866 | $ | 3,412,016 | 187 | bps | ||||||
| Specific reserve | — | — | — | — | — | — | bps | |||||||||||
| Total | $ | 61,558 | $ | 3,284,510 | $ | 2,415 | $ | 127,866 | $ | 3,412,016 | 187 | bps |
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Investment Portfolio Financing
We finance our investment portfolio using secured financing agreements, including secured credit agreements, secured revolving credit facilities, mortgage loans payable, asset-specific financing arrangements, and collateralized loan obligations. In certain instances, we may create structural leverage and obtain matched-term financing through the co-origination or non-recourse syndication of a senior loan interest to a third party (a “non-consolidated senior interest”). We generally seek to match-fund and match-index our investments by minimizing the differences between the durations and indices of our investments and those of our liabilities, while minimizing our exposure to mark-to-market risk.
The following table details our investment portfolio financing arrangements (dollars in thousands):
| Outstanding principal balance | |||||||
|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | ||||||
| Collateralized loan obligations | $ | 1,682,288 | $ | 1,919,790 | |||
| Secured credit agreements | 585,042 | 799,518 | |||||
| Asset-specific financing arrangements | 186,500 | 274,158 | |||||
| Secured revolving credit facility | 86,625 | 23,782 | |||||
| Mortgage loan payable | 31,200 | 31,200 | |||||
| Total | $ | 2,571,655 | $ | 3,048,448 |
All of our investment portfolio financing arrangements are floating rate indexed to Term SOFR except a single fixed-rate mortgage loan secured by an REO property in Houston, TX.
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As of December 31, 2024, non-mark-to-market financing sources accounted for 77.0% of our total loan portfolio borrowings. The remaining 23.0% of our loan portfolio borrowings, comprised primarily of our four secured credit agreements, are subject to credit marks only. As of December 31, 2024, we did not have any non-consolidated senior interests.
The following table summarizes our loan portfolio financing arrangements (dollars in thousands):
| Outstanding principal balance | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||
| Loan portfolio financing arrangements | Basis of margin calls | Recourse percentage | Non-mark-to-market | Mark-to-market | Total | Non-mark-to-market | Mark-to-market | Total | |||||||||||||||||||
| Secured credit agreements | |||||||||||||||||||||||||||
| Goldman Sachs | Credit | 25.0% | $ | — | $ | 261,121 | $ | 261,121 | $ | — | $ | 293,597 | $ | 293,597 | |||||||||||||
| Wells Fargo | Credit | 25.0% | — | 225,530 | 225,530 | — | 335,606 | 335,606 | |||||||||||||||||||
| Barclays | Credit | 25.0% | — | 62,526 | 62,526 | — | 132,626 | 132,626 | |||||||||||||||||||
| Morgan Stanley(1) | Credit | 25.0% | — | — | — | — | 1,824 | 1,824 | |||||||||||||||||||
| Bank of America | Credit | 25.0% | — | 35,865 | 35,865 | — | 35,865 | 35,865 | |||||||||||||||||||
| — | 585,042 | 585,042 | — | 799,518 | 799,518 | ||||||||||||||||||||||
| Secured revolving credit facility | |||||||||||||||||||||||||||
| Syndicate lenders(2) | None | 100.0% | 86,625 | — | 86,625 | 23,782 | — | 23,782 | |||||||||||||||||||
| Asset-specific financing | |||||||||||||||||||||||||||
| HSBC Facility | None | 20.0% | 136,011 | — | 136,011 | 82,143 | — | 82,143 | |||||||||||||||||||
| BMO Facility | None | 25.0% | 29,110 | — | 29,110 | 29,110 | — | 29,110 | |||||||||||||||||||
| Institutional Lender 2 | None | n.a | — | — | — | 141,526 | — | 141,526 | |||||||||||||||||||
| Customers Bank | None | n.a | 21,379 | — | 21,379 | 21,379 | — | 21,379 | |||||||||||||||||||
| 186,500 | — | 186,500 | 274,158 | — | 274,158 | ||||||||||||||||||||||
| Collateralized loan obligations | |||||||||||||||||||||||||||
| TRTX 2019-FL3 | None | n.a | 119,526 | — | 119,526 | 154,291 | — | 154,291 | |||||||||||||||||||
| TRTX 2021-FL4 | None | n.a | 673,909 | — | 673,909 | 858,468 | — | 858,468 | |||||||||||||||||||
| TRTX 2022-FL5 | None | n.a | 888,853 | — | 888,853 | 907,031 | — | 907,031 | |||||||||||||||||||
| 1,682,288 | — | 1,682,288 | 1,919,790 | — | 1,919,790 | ||||||||||||||||||||||
| Total indebtedness | $ | 1,955,413 | $ | 585,042 | $ | 2,540,455 | $ | 2,217,730 | $ | 799,518 | $ | 3,017,248 | |||||||||||||||
| Percentage of total indebtedness | 77.0% | 23.0% | 100.0% | 73.5% | 26.5% | 100.0% |
________________________________
(1)On June 28, 2024, we terminated the financing arrangement prior to its July 3, 2024 maturity date.
(2)On February 13, 2025, we extended the secured revolving credit facility for three years through February 13, 2028.
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Secured Credit Agreements
As of December 31, 2024, aggregate borrowings outstanding under our secured credit agreements totaled $0.6 billion. As of December 31, 2024, the overall weighted average interest rate was the benchmark interest rate plus 1.93% per annum and the overall weighted average advance rate was 77.6%. As of December 31, 2024, outstanding borrowings under these arrangements had a weighted average term to extended maturity of 3.0 years assuming the exercise of all extension options and term-out provisions. These secured credit agreements are generally 25.0% recourse to Holdco.
The following table details our secured credit agreements as of December 31, 2024 (dollars in thousands):
| Lender | Commitmentamount(1) | UPB of collateral | Advance rate | Approved borrowings | Outstanding balance | Undrawncapacity(2) | Availablecapacity(3) | Wtd. avg. credit spread(4) | Extendedmaturity(5) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Goldman Sachs | $ | 500,000 | $ | 485,557 | 76.8 | % | $ | 376,419 | $ | 261,121 | $ | 115,298 | $ | 123,581 | 2.23 | % | 08/19/28 | |||||||||||||||
| Wells Fargo | 500,000 | 295,833 | 79.8 | 236,109 | 225,530 | 10,579 | 263,891 | 1.67 | 12/06/27 | |||||||||||||||||||||||
| Barclays | 500,000 | 84,827 | 75.7 | 62,526 | 62,526 | — | 437,474 | 1.65 | 08/13/26 | |||||||||||||||||||||||
| Bank of America | 200,000 | 50,824 | 75.0 | 38,118 | 35,865 | 2,253 | 161,882 | 1.75 | 06/06/26 | |||||||||||||||||||||||
| Totals / weighted average | $ | 1,700,000 | $ | 917,041 | 77.6 | % | $ | 713,172 | $ | 585,042 | $ | 128,130 | $ | 986,828 | 1.93 | % |
________________________________
(1)Commitment amount represents the maximum amount of borrowings available under a given agreement once sufficient collateral assets have been approved by the lender and pledged by us.
(2)Undrawn capacity represents the positive difference between the borrowing amount approved by the lender against collateral assets pledged by us and the amount actually drawn against those collateral assets. The funding of such amounts is generally subject to the sole and absolute discretion of each lender.
(3)Represents the commitment amount less the approved borrowings, which amount is available to be borrowed provided we pledge, and the lender approves, additional collateral assets.
(4)Each secured credit agreement interest rate is subject to Term SOFR as its benchmark interest rate. The credit spread for each arrangement is added to Term SOFR to calculate the interest rate charged for each borrowing.
(5)Our ability to extend our secured credit agreements to the dates shown above is subject to satisfaction of certain conditions. Even if extended, our lenders retain sole discretion during the revolving period to determine whether to accept pledged collateral, and the advance rate and credit spread applicable to each borrowing thereunder. No new loan collateral may be pledged to the Goldman Sachs facility after August 19, 2026, on which date the facility automatically converts to a two-year term facility.
Once we identify an asset and the asset is approved by the secured credit agreement lender to serve as collateral (which lender’s approval is in its sole discretion), we and the lender may enter into a transaction whereby the lender advances to us a percentage of the value of the loan asset, which is referred to as the “advance rate.” In the case of borrowings under our secured credit agreements that are repurchase arrangements, this advance serves as the purchase price at which the lender acquires the loan asset from us with an obligation of ours to repurchase the asset from the lender for an amount equal to the purchase price for the transaction plus a price differential, which is calculated based on an interest rate. Advance rates are subject to negotiation between us and our secured credit agreement lenders.
For transactions, we and the lender generally agree to a trade confirmation which sets forth, among other things, the asset purchase price, the maximum advance rate, the interest rate and the market value of the asset. For transactions under our secured credit agreements, the trade confirmation may also set forth any future funding obligations which are contemplated with respect to the specific transaction and/or the underlying loan asset and loan-specific margin maintenance provisions, described below.
Generally, our secured credit agreements allow for revolving balances, which allow us to voluntarily repay balances and draw again on existing available credit. The primary obligor on each secured credit agreement is a separate special purpose subsidiary of ours which is restricted from conducting activity other than activity related to the utilization of its secured credit agreement and the loans or loan interests that are originated or acquired by such subsidiary. As additional credit support, our holding company subsidiary, Holdco, provides certain guarantees of the obligations of its subsidiaries. Holdco’s liability is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the related agreement. However, this liability cap does not apply in the event of certain “bad boy” defaults which can trigger recourse to Holdco for losses or the entire outstanding obligations of the borrower depending on the nature of the “bad boy” default in question. Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity.
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Each of the secured credit agreements have “margin maintenance” provisions, which are designed to allow the lender to maintain a certain margin of credit enhancement against the assets which serve as collateral. The lender’s margin amount is typically based on a percentage of the market value of the asset and/or mortgaged property collateral; however, certain secured credit agreements may also involve margin maintenance based on maintenance of a minimum debt yield with respect to the cash flow from the underlying real estate collateral. In certain cases, margin maintenance provisions can relate to minimum debt yields for pledged collateral considered as a whole, or limits on concentration of loan exposure measured by property type or loan type.
Our secured credit agreements contain defined mark-to-market provisions that permit the lenders to issue margin calls to us in the event that the collateral properties underlying our loans pledged to our lenders experience a non-temporary decline in value or net cash flow (“credit marks”). In the event that we experience market turbulence, we may be exposed to margin calls in connection with our secured credit agreements.
The maturity dates for each of our secured credit agreements are set forth in tables that appear earlier in this section. Our secured credit agreements generally have terms of between one and three years, but may be extended if we satisfy certain performance-based conditions. In the normal course of business, we maintain discussions with our lenders to extend, amend or otherwise optimize any financing agreements related to our loans.
As of December 31, 2024, the weighted average haircut (which is equal to one minus the advance rate percentage against collateral for our secured credit agreements taken as a whole) was 22.4% compared to 22.3% as of December 31, 2023.
The secured credit agreements also include cash management features which generally require that income from collateral loan assets be deposited in a lender-controlled account for distribution in accordance with a specified waterfall of payments designed to keep facility-related obligations current before such income is disbursed for our own account. The cash management features generally require the trapping of cash in such controlled account if an uncured default under our borrowing arrangement remains outstanding. Furthermore, some secured credit agreements may require an accelerated principal amortization schedule if the secured credit agreement is in its final extended term.
Notwithstanding that a loan asset may be subject to a financing arrangement and serve as collateral under a secured credit agreement, we retain the right to administer and service the loan and interact directly with the underlying obligors and sponsors of our loan assets so long as there is no default under the secured credit agreement, and so long as we do not engage in certain material modifications (including amendments, waivers, exercises of remedies, or releases of obligors and collateral, among other things) of the loan assets without the lender’s prior consent.
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Secured Revolving Credit Facility
On February 22, 2022, we closed a $250.0 million secured revolving credit facility with a syndicate of five banks to provide interim funding of up to 180 days for newly originated and existing loans. During the fourth quarter of 2022, an additional lender was added to the facility, increasing the borrowing capacity to $290.0 million. This facility has an initial term of three years, an interest rate of Term SOFR plus 2.00% that is payable monthly in arrears, and an unused fee of 15 or 20 basis points, depending upon whether utilization exceeds 50.0%. During the year ended December 31, 2024, the weighted average unused fee was 20 basis points. This facility is 100% recourse to Holdco. As of December 31, 2024, we pledged one loan investment with a collateral principal balance of $115.5 million and had outstanding Term SOFR-based borrowings of $86.6 million.
Asset-Specific Financing Arrangements
As of December 31, 2024, we had three separate asset-specific financing arrangements with three third-party lenders. On December 5, 2023, we closed a $90.6 million asset-specific financing facility (the "HSBC Facility"). During the third quarter of 2024, we increased the borrowings pursuant to the HSBC Facility by $72.0 million, with the pledge of an additional loan. The HSBC Facility provides asset-specific financing on a non-mark-to-market basis with matched term. This facility is 20% recourse to Holdco. On November 17, 2022, we closed a $23.3 million asset-specific financing arrangement with Customers Bank. The arrangement provides non-mark-to-market matched term, non-recourse financing. On June 30, 2022, we closed a $200.0 million loan financing facility (the "BMO Facility"). The BMO Facility provides asset-specific financing on a non-mark-to-market basis with matched term. This facility is 25% recourse to Holdco.
The following table details our asset-specific financing arrangements (dollars in thousands):
| December 31, 2024 | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financing | Collateral | ||||||||||||||||||||||||||||||
| Asset-specific financing | Count | Commitment amount | Outstanding principal balance | Carrying value(1) | Wtd. avg. spread(2) | Wtd. avg. term(3) | Count | Outstanding principal balance | Amortized cost | Wtd. avg. term | |||||||||||||||||||||
| HSBC Facility | 1 | $ | 144,114 | $ | 136,011 | $ | 135,451 | 2.0 | % | 3.6 | 3 | $ | 188,995 | $ | 187,958 | 3.6 | |||||||||||||||
| BMO Facility | 1 | 200,000 | 29,110 | 29,046 | 2.0 | % | 2.7 | 1 | 38,468 | 38,365 | 2.7 | ||||||||||||||||||||
| Customers Bank | 1 | 23,250 | 21,379 | 21,244 | 2.5 | % | 2.7 | 1 | 29,417 | 29,346 | 2.7 | ||||||||||||||||||||
| Total / weighted average | $ | 367,364 | $ | 186,500 | $ | 185,741 | 2.1 | % | 3.4 years | $ | 256,880 | $ | 255,669 | 3.4 years |
_______________________
(1)Net of $0.8 million unamortized deferred financing costs.
(2)Collateral loan assets and related financings are indexed to Term SOFR.
(3)Borrowings are term-matched to the corresponding collateral loan asset. The weighted average term assumes all extension options of the collateral loan asset are exercised by the borrower.
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Collateralized Loan Obligations
As of December 31, 2024, we had three collateralized loan obligations, TRTX 2022-FL5, TRTX 2021-FL4, and TRTX 2019-FL3, totaling $1.7 billion, financing $2.3 billion, or 68.6%, of our loans held for investment portfolio. As of December 31, 2024, our CRE CLOs provide low cost, non-mark-to-market, non-recourse financing for 66.2% of our loan portfolio borrowings. The collateralized loan obligations bear a weighted average interest rate of Term SOFR plus 2.02%, and have a weighted average advance rate of 77.6%. Each CRE CLO included a reinvestment feature that allowed us to contribute existing or new loan investments in exchange for proceeds from loan repayments held by the CRE CLOs. The last of these reinvestment windows closed in February 2024.
The following table details the loan collateral and borrowings under our CRE CLOs (dollars in thousands):
| December 31, 2024 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CRE CLOs | Count | Benchmark interest rate | Outstanding principal balance | Carrying value | Wtd. avg. spread(1) | Wtd. avg. maturity(2) | |||||||||
| TRTX 2019-FL3 | |||||||||||||||
| Collateral loan and REO investments | 5 | Term SOFR | $ | 311,381 | $ | 203,427 | 3.68 | % | 1.0 | ||||||
| Financing provided | 1 | Term SOFR | 119,526 | 119,526 | 2.46 | % | 9.8 | ||||||||
| TRTX 2021-FL4 | |||||||||||||||
| Collateral loan and REO investments | 19 | Term SOFR | 886,409 | 796,552 | 3.84 | % | 2.0 | ||||||||
| Financing provided | 1 | Term SOFR | 673,909 | 673,909 | 1.93 | % | 13.2 | ||||||||
| TRTX 2022-FL5 | |||||||||||||||
| Collateral loan investments | 26 | Term SOFR | 1,056,822 | 1,033,775 | 3.70 | % | 2.1 | ||||||||
| Financing provided | 1 | Term SOFR | 888,853 | 888,225 | 2.02 | % | 14.1 | ||||||||
| Total | |||||||||||||||
| Collateral loan and REO investments(3) | 50 | Term SOFR | $ | 2,254,612 | $ | 2,033,754 | 3.75 | % | 2.0 years | ||||||
| Financing provided(4) | 3 | Term SOFR | $ | 1,682,288 | $ | 1,681,660 | 2.02 | % | 13.4 years |
________________________________
(1)Weighted average spread excludes the amortization of loan fees and deferred financing costs.
(2)Loan term represents weighted average final maturity, assuming extension options are exercised by the borrower. Repayments of CRE CLO notes are dependent on timing of underlying loan repayments post-reinvestment period. The term of the CRE CLO notes represents the rated final distribution date.
(3)Collateral loan investment assets of FL3, FL4 and FL5 represent 9.5%, 27.0% and 32.2% of the aggregate unpaid principal balance of our loans held for investment portfolio as of December 31, 2024.
(4)During the three months ended December 31, 2024, we recognized interest expense of $29.9 million, which includes $0.7 million of deferred financing cost amortization. During the year ended December 31, 2024, we recognized interest expense of $135.4 million, which includes $4.2 million of deferred financing cost amortization.
During the year ended December 31, 2024, we utilized our eligible reinvestment feature related to TRTX 2022-FL5 14 times, recycling $255.2 million of principal repayments received. The reinvestment period for TRTX 2019-FL3 ended on October 11, 2021. The reinvestment period for TRTX 2021-FL4 ended on March 11, 2023. The reinvestment period for TRTX 2022-FL5 ended on February 9, 2024. In accordance with the TRTX 2022-FL5 indenture, prior to the end of the reinvestment period on February 9, 2024, we committed to contribute certain assets and completed the contribution process on April 12, 2024.
See Note 5 to our Consolidated Financial Statements included in this Form 10-K for details about our CRE CLO reinvestment feature.
Mortgage Loan Payable
Through a wholly owned special purpose subsidiary, we are the borrower under a $31.2 million mortgage loan secured by a deed of trust against an REO asset. The first mortgage loan was provided by an institutional lender, has an interest-only five-year term with a maturity date of July 6, 2028 and bears interest at a rate of 7.7%. As of December 31, 2024, the carrying value of the loan was $30.7 million.
Non-Consolidated Senior Interests and Retained Mezzanine Loans
In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party, we retain on our balance sheet a mezzanine loan.
As of December 31, 2024, there are no non-consolidated senior interests or retained mezzanine loans outstanding.
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Financial Covenants for Outstanding Borrowings
For a description of our financial covenants and guarantees for outstanding borrowings related to our secured financing agreements, see Note 6 to our Consolidated Financial Statements included in this Form 10-K.
Effective September 30, 2023, we obtained from our lenders a waiver with respect to the minimum interest coverage ratio covenant. This waiver reduced the minimum interest coverage ratio to 1.30 to 1.0 from 1.40 to 1.0 for the quarters ended September 30, 2023 and December 31, 2023. The interest coverage ratio threshold reverted to 1.40 to 1.0 for the quarter ending March 31, 2024 and thereafter.
We were in compliance with all financial covenants for our investment portfolio financing arrangements to the extent of outstanding balances as of December 31, 2024 and December 31, 2023, respectively.
If we fail to satisfy any of the covenants in our financing arrangements and are unable to obtain a waiver or other suitable relief from the lenders, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could significantly limit our financing alternatives, which could cause us to curtail our investment activities or dispose of assets when we otherwise would not choose to do so. Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes.
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Floating Rate Loan Portfolio
Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices. Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income, subject to the impact of interest rate floors in our mortgage loan investment portfolio. As of December 31, 2024, 99.8% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in $0.7 billion of net floating rate exposure, subject to the impact of interest rate floors on all our floating rate loans and less than 5.6% of our floating rate liabilities. The weighted average interest rate floor on the mortgage loan investment portfolio was 1.84% and the weighted average interest rate floor on the liabilities was 0.10% as of December 31, 2024. Subject to the specific footnote disclosures in the preceding tables describing our revolving credit facilities, secured financing arrangements, asset-specific financing arrangements and CRE CLOs, and the table that follows, our liabilities are generally index-matched to each loan investment asset, resulting in a net exposure to movements in floating benchmark interest rates that varies based on the relative proportion of floating rate assets and liabilities.
The following table details the net floating rate exposure of our loan portfolio by unpaid principal balance as of December 31, 2024 (dollars in thousands):
| Net exposure | ||
|---|---|---|
| Floating rate mortgage loan assets(1) | $ | 3,276,400 |
| Floating rate mortgage loan liabilities(1)(2) | (2,540,455) | |
| Total floating rate mortgage loan exposure, net | $ | 735,945 |
__________________________________
(1)As of December 31, 2024, all of our floating rate mortgage loan assets and all of our outstanding floating rate mortgage loan liabilities were subject to Term SOFR as the benchmark interest rate.
(2)Floating rate liabilities include secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements and collateralized loan obligations.
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Interest-Earning Assets and Interest-Bearing Liabilities
The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for our loan portfolio (dollars in thousands):
| Three Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 2024 | ||||||||||||||||||||
| Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield /financing cost(2) | Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | ||||||||||||||||
| Core Interest-earning assets: | |||||||||||||||||||||
| First mortgage loans | $ | 3,210,646 | $ | 68,992 | 8.6 | % | $ | 3,252,505 | $ | 77,855 | 9.6 | % | |||||||||
| Core interest-earning assets | $ | 3,210,646 | $ | 68,992 | 8.6 | % | $ | 3,252,505 | $ | 77,855 | 9.6 | % | |||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| Collateralized loan obligations | $ | 1,699,613 | $ | 29,944 | 7.0 | % | $ | 1,761,164 | $ | 33,493 | 7.6 | % | |||||||||
| Secured credit agreements | 527,955 | 9,010 | 6.8 | % | 527,211 | 9,767 | 7.4 | % | |||||||||||||
| Secured revolving credit facility | 41,443 | 1,103 | 10.6 | % | 77,294 | 1,796 | 9.3 | % | |||||||||||||
| Asset-specific financing arrangements | 193,866 | 3,607 | 7.4 | % | 136,529 | 2,869 | 8.4 | % | |||||||||||||
| Mortgage loan payable | 31,200 | 648 | 8.3 | % | 31,200 | 648 | 8.3 | % | |||||||||||||
| Total interest-bearing liabilities | $ | 2,494,077 | $ | 44,312 | 7.1 | % | $ | 2,533,398 | $ | 48,573 | 7.7 | % | |||||||||
| Net interest income(3) | $ | 24,680 | $ | 29,282 | |||||||||||||||||
| Other Interest-earning assets: | |||||||||||||||||||||
| Cash equivalents | $ | 221,919 | $ | 2,457 | 4.4 | % | $ | 232,793 | $ | 3,236 | 5.6 | % | |||||||||
| Accounts receivable from servicer/trustee | 3,109 | 9 | 1.1 | % | 14,245 | 9 | 0.2 | % | |||||||||||||
| Total interest-earning assets | $ | 3,435,674 | $ | 71,458 | 8.3 | % | $ | 3,499,543 | $ | 81,100 | 9.3 | % |
___________________________________
(1)Based on amortized cost for loans held for investment and interest-bearing liabilities as of December 31, 2024. Calculated balances as the month-end averages.
(2)Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.
(3)Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income (loss) and comprehensive income (loss).
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The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for our loan portfolio (dollars in thousands):
| Years Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||
| Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield /financing cost(2) | Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | ||||||||||||||||
| Core Interest-earning assets: | |||||||||||||||||||||
| First mortgage loans | $ | 3,299,435 | $ | 307,146 | 9.3 | % | $ | 4,491,580 | $ | 362,550 | 8.1 | % | |||||||||
| Core interest-earning assets | $ | 3,299,435 | $ | 307,146 | 9.3 | % | $ | 4,491,580 | $ | 362,550 | 8.1 | % | |||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| Collateralized loan obligations | $ | 1,801,348 | $ | 135,368 | 7.5 | % | $ | 2,133,013 | $ | 153,347 | 7.2 | % | |||||||||
| Secured credit agreements | 604,803 | 43,576 | 7.2 | % | 1,056,303 | 74,876 | 7.1 | % | |||||||||||||
| Secured revolving credit facility | 39,385 | 4,348 | 11.0 | % | 55,960 | 5,050 | 9.0 | % | |||||||||||||
| Asset-specific financing arrangements | 157,949 | 12,990 | 8.2 | % | 417,687 | 39,189 | 9.4 | % | |||||||||||||
| Mortgage loan payable | 31,200 | 2,572 | 8.2 | % | 31,200 | 1,400 | 7.7 | % | |||||||||||||
| Total interest-bearing liabilities | $ | 2,634,685 | $ | 198,854 | 7.5 | % | $ | 3,694,163 | $ | 273,862 | 7.4 | % | |||||||||
| Net interest income(3) | $ | 108,292 | $ | 88,688 | |||||||||||||||||
| Other Interest-earning assets: | |||||||||||||||||||||
| Cash equivalents | $ | 225,251 | $ | 10,877 | 4.8 | % | $ | 246,336 | $ | 7,788 | 3.2 | % | |||||||||
| Accounts receivable from servicer/trustee | 58,129 | 3,228 | 5.6 | % | 316,750 | 11,344 | 3.6 | % | |||||||||||||
| Total interest-earning assets | $ | 3,582,815 | $ | 321,251 | 9.0 | % | $ | 5,054,666 | $ | 381,682 | 7.6 | % |
____________________________________
(1)Based on amortized cost for loans held for investment and interest-bearing liabilities as of December 31, 2024. Calculated balances as the month-end averages.
(2)Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.
(3)Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income (loss) and comprehensive income (loss).
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Our Results of Operations
Operating Results
Comparison of the Three Months Ended December 31, 2024 and September 30, 2024
The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 20242 | Variance | ||||||||
| Interest income and interest expense | ||||||||||
| Interest income | $ | 68,992 | $ | 77,855 | $ | (8,863) | ||||
| Interest expense | (44,312) | (48,573) | 4,261 | |||||||
| Net interest income | 24,680 | 29,282 | (4,602) | |||||||
| Other revenue | ||||||||||
| Other income, net | 2,525 | 3,202 | (677) | |||||||
| Revenue from real estate owned operations | 7,536 | 7,661 | (125) | |||||||
| Total other revenue | 10,061 | 10,863 | (802) | |||||||
| Other expenses | ||||||||||
| Professional fees | 1,299 | 1,788 | (489) | |||||||
| General and administrative | 1,029 | 1,063 | (34) | |||||||
| Stock compensation expense | 1,886 | 1,141 | 745 | |||||||
| Servicing and asset management fees | 464 | 487 | (23) | |||||||
| Management fee | 5,111 | 5,107 | 4 | |||||||
| Expenses from real estate owned operations | 9,798 | 8,600 | 1,198 | |||||||
| Total other expenses | 19,587 | 18,186 | 1,401 | |||||||
| Credit loss (expense) benefit, net | (4,629) | 301 | (4,930) | |||||||
| Income before income taxes | 10,525 | 22,260 | (11,735) | |||||||
| Income tax expense, net | 157 | (66) | 223 | |||||||
| Net income | $ | 10,682 | $ | 22,194 | $ | (11,512) | ||||
| Preferred stock dividends and participating securities' share in earnings | (3,773) | (3,518) | (255) | |||||||
| Net income attributable to common stockholders - see Note 11 | $ | 6,909 | $ | 18,676 | $ | (11,767) | ||||
| Other comprehensive income | ||||||||||
| Net income | $ | 10,682 | $ | 22,194 | $ | (11,512) | ||||
| Comprehensive net income | $ | 10,682 | $ | 22,194 | $ | (11,512) | ||||
| Earnings per common share, basic(1) | $ | 0.09 | $ | 0.23 | $ | (0.14) | ||||
| Earnings per common share, diluted(1) | $ | 0.09 | $ | 0.23 | $ | (0.14) | ||||
| Dividends declared per common share | $ | 0.24 | $ | 0.24 | $ | — |
___________________________________
(1)Basic and diluted earnings per common share are computed independently based on the weighted average shares of common stock outstanding. Diluted earnings per common share includes the impact of participating securities outstanding. Prior to the May 8, 2024 Warrant exercise, diluted earnings per common share included any incremental shares that would be outstanding assuming the exercise of the Warrants.
(2)Additional information regarding our consolidated results of operations and financial performance for the three months ended September 30, 2024 can be found in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on October 29, 2024.
Net Interest Income
Net interest income decreased by $4.6 million to $24.7 million during the three months ended December 31, 2024 compared to $29.3 million for the three months ended September 30, 2024. The decrease was primarily due to full loan repayments and REO conversions during the fourth quarter.
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Other Revenue
Other revenue decreased $0.8 million for the three months ended December 31, 2024 compared to the three months ended September 30, 2024, due primarily to a decrease in interest earned on cash balances as a result of decreased interest rates of $0.7 million.
Other Expenses
Other expenses increased $1.4 million for the three months ended December 31, 2024 compared to the three months ended September 30, 2024, primarily due to an increase in expenses from real estate owned operations of $1.2 million related to three real estate owned properties acquired during the fourth quarter of 2024 and an increase in stock compensation expense.
Credit Loss (Expense) Benefit
Credit loss expense increased by $4.9 million for the three months ended December 31, 2024 compared to the three months ended September 30, 2024. This increase was primarily attributable to a $4.6 million increase in our allowance for credit losses during the three months ended December 31, 2024 due to a realized loss on REO conversions of $9.7 million offset by a net decrease of $5.1 million from improved asset-level performance and changes to the macroeconomic assumptions employed in determining the general CECL reserve compared to a $0.3 million decrease during the three months ended September 30, 2024. See Notes 3 and 15 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our allowance for credit losses, risk ratings, and property type concentration risk.
Preferred Stock Dividends and Participating Securities Share in Earnings
During each of the three month periods ended December 31, 2024 and September 30, 2024, we declared and paid a cash dividend of $3.1 million related to our Series C Preferred Stock.
Dividends Declared Per Common Share
During the three months ended December 31, 2024, we declared cash dividends of $0.24 per common share, or $20.0 million. During the three months ended September 30, 2024, we declared cash dividends of $0.24 per common share, or $19.7 million.
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Comparison of the Years Ended December 31, 2024 and December 31, 2023
The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):
| Years Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | Variance | ||||||||
| Interest income and interest expense | ||||||||||
| Interest income | $ | 307,146 | $ | 362,550 | $ | (55,404) | ||||
| Interest expense | (198,854) | (273,862) | 75,008 | |||||||
| Net interest income | 108,292 | 88,688 | 19,604 | |||||||
| Other revenue | ||||||||||
| Other income, net | 14,123 | 19,875 | (5,752) | |||||||
| Revenue from real estate owned operations | 30,700 | 7,829 | 22,871 | |||||||
| Total other revenue | 44,823 | 27,704 | 17,119 | |||||||
| Other expenses | ||||||||||
| Professional fees | 5,778 | 6,695 | (917) | |||||||
| General and administrative | 4,264 | 3,845 | 419 | |||||||
| Stock compensation expense | 6,387 | 8,029 | (1,642) | |||||||
| Servicing and asset management fees | 1,930 | 1,352 | 578 | |||||||
| Management fee | 20,249 | 22,426 | (2,177) | |||||||
| Expenses from real estate owned operations | 35,626 | 7,532 | 28,094 | |||||||
| Total other expenses | 74,234 | 49,879 | 24,355 | |||||||
| Gain on sale of real estate owned, net | — | 7,028 | (7,028) | |||||||
| Credit loss expense, net | (4,147) | (189,912) | 185,765 | |||||||
| Income (loss) before income taxes | 74,734 | (116,371) | 191,105 | |||||||
| Income tax expense, net | (399) | (259) | (140) | |||||||
| Net income (loss) | $ | 74,335 | $ | (116,630) | $ | 190,965 | ||||
| Preferred stock dividends and participating securities' share in earnings | (14,669) | (14,275) | (394) | |||||||
| Net income (loss) attributable to common stockholders - see Note 11 | $ | 59,666 | $ | (130,905) | $ | 190,571 | ||||
| Other comprehensive income (loss) | ||||||||||
| Net income (loss) | $ | 74,335 | $ | (116,630) | $ | 190,965 | ||||
| Comprehensive net income (loss) | $ | 74,335 | $ | (116,630) | $ | 190,965 | ||||
| Earnings (loss) per common share, basic(1) | $ | 0.75 | $ | (1.69) | $ | 2.44 | ||||
| Earnings (loss) per common share, diluted(1) | $ | 0.75 | $ | (1.69) | $ | 2.44 | ||||
| Dividends declared per common share | $ | 0.96 | $ | 0.96 | $ | — |
___________________________________
(1)Basic and diluted earnings per common share are computed independently based on the weighted average shares of common stock outstanding. Diluted earnings per common share includes the impact of participating securities outstanding. Prior to the May 8, 2024 Warrant exercise, diluted earnings per common share included any incremental shares that would be outstanding assuming the exercise of the Warrants.
Net Interest Income
Net interest income increased $19.6 million to $108.3 million during the year ended December 31, 2024 compared to $88.7 million for the year ended December 31, 2023. The increase was primarily due to net repayments on our investment portfolio financing arrangements during the year ended December 31, 2024 of $476.8 million and a decrease in the number of loans on non-accrual including those on cost-recovery, which totaled ten throughout the year ended December 31, 2023 compared to none during the comparable period. The weighted average strike interest rate on the interest rate floors embedded in our loans increased from 1.09% as of December 31, 2023 to 1.84% as of December 31, 2024.
Other Revenue
Other revenue increased $17.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to operating revenue from an office property acquired through a deed-in-lieu of foreclosure during the second quarter of 2023, an additional three office properties and one multifamily property acquired during the fourth quarter of 2023, and three multifamily properties acquired during the fourth quarter of 2024.
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Other Expenses
Other expenses increased $24.4 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in operating expenses from: real estate owned of $28.1 million from an office property acquired through a deed-in-lieu of foreclosure during the second quarter of 2023; an additional three office properties and one multifamily property acquired during the fourth quarter of 2023; and three multifamily properties acquired during the fourth quarter of 2024. This increase was offset by a decrease in management fees of $2.2 million for the year ended December 31, 2024 compared to the same period in 2023.
Gain on Sale of Real Estate Owned, net
We did not sell any REO during the year ended December 31, 2024. During the year ended December 31, 2023, we sold a multifamily REO property for net cash proceeds of $75.4 million and recognized a gain on sale of real estate owned, net of $7.0 million.
Credit Loss Expense
Credit loss expense decreased by $185.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a $4.1 million expense recognized during the year ended December 31, 2024 compared to a $189.9 million expense recognized during the comparable period. Credit loss expense during the year ended December 31, 2024, was primarily due to an increase of $9.7 million related to realized losses on REO conversions, partially offset by $5.6 million related to macroeconomic assumptions employed in determining the general CECL reserve. Credit loss expense during the year ended December 31, 2023, was primarily due to an increase of $79.6 million related to realized losses on loan resolutions, partially offset by a decline in the general CECL reserve of $62.6 million resulting from changes in macroeconomic conditions and investment activity during the year ended December 31, 2023. See Note 3 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our allowance for credit losses and risk ratings.
Preferred Stock Dividends and Participating Securities Share in Earnings
During each of the years ended December 31, 2024 and 2023, we declared and paid cash dividends of $12.6 million related to our Series C Preferred Stock.
Dividends Declared Per Common Share
During the year ended December 31, 2024, we declared cash dividends of $0.96 per common share, or $78.7 million. During the year ended December 31, 2023, we declared cash dividends of $0.96 per common share, or $76.0 million.
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Liquidity and Capital Resources
Capitalization
We have capitalized our business to-date through, among other things, the issuance and sale of shares of our common stock, issuance of Series C Preferred Stock classified as permanent equity, issuance of Series B Preferred Stock treated as temporary equity, borrowings under secured credit agreements, secured revolving credit facilities, collateralized loan obligations, mortgage loan payable, asset-specific financings, and non-consolidated senior interests. As of December 31, 2024, we had outstanding 81.0 million shares of our common stock representing $0.9 billion of stockholders’ equity, and $2.6 billion of outstanding borrowings used to finance our investments and operations.
See Notes 5 and 6 to our Consolidated Financial Statements included in this Form 10-K for details regarding our borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financings and collateralized loan obligations.
Debt-to-Equity Ratio and Total Leverage Ratio
The following table presents our Debt-to-Equity ratio and Total Leverage ratio:
| December 31, 2024 | December 31, 2023 | ||
|---|---|---|---|
| Debt-to-equity ratio(1) | 2.14x | 2.53x | |
| Total leverage ratio(2) | 2.14x | 2.53x |
__________________________________
(1)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable, less cash, to (ii) total stockholders’ equity, at period end.
(2)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable, plus non-consolidated senior interests sold or co-originated (if any), less cash, to (ii) total stockholders’ equity, at period end.
Sources of Liquidity
Our primary sources of liquidity include cash and cash equivalents, available borrowings under secured credit agreements, available borrowings under our asset-specific financing arrangements, capacity in our collateralized loan obligations available for reinvestment, and a secured revolving credit facility.
Our current sources of near-term liquidity are set forth in the following table (dollars in thousands):
| December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 190,160 | $ | 206,376 | ||
| Secured credit agreements | 128,130 | 24,784 | ||||
| Secured revolving credit facility | — | — | ||||
| Asset-specific financing arrangements | 2,485 | 1,592 | ||||
| Collateralized loan obligation proceeds held at trustee | — | 247,229 | ||||
| Total | $ | 320,775 | $ | 479,981 |
Our existing loan portfolio may provide us with liquidity as loans are repaid or sold, in whole or in part, of which some proceeds may be included in accounts receivable from our servicers until released and the proceeds from such repayments become available for us to reinvest. For the year ended December 31, 2024, loan repayments (including $1.2 million of accrued PIK interest) totaled $673.4 million. We held unencumbered loan investments with an aggregate unpaid principal balance of $33.4 million that are eligible to pledge under our existing financing arrangements. We also hold eight REO properties with an aggregate carrying value of $275.8 million. One of our REO properties is financed and the remaining seven properties are unencumbered and thus create financing capacity. Additionally, proceeds from the sale of REO properties may provide us with liquidity.
Uses of Liquidity
In addition to our ongoing loan activity, our primary liquidity needs include interest and principal payments under our $2.5 billion of outstanding borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements, and collateralized loan obligations, the repurchase or deleveraging of loans, $127.9 million of unfunded loan commitments on our loans held for investment, dividend distributions to our preferred and common stockholders, operating expenses, and repurchases of shares of our common stock pursuant to a $25.0 million share repurchase program that our board of directors approved on April 25, 2024.
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Consolidated Cash Flows
Our primary cash flow activities involve actively managing our investment portfolio, originating primarily floating rate, first mortgage loan investments, and raising capital through public offerings of our equity and debt securities.
The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash balances (dollars in thousands):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows provided by operating activities | $ | 112,131 | $ | 80,126 | ||
| Cash flows provided by investing activities | 440,510 | 1,095,385 | ||||
| Cash flows (used in) provided by financing activities | (569,176) | (1,222,808) | ||||
| Net change in cash, cash equivalents, and restricted cash | $ | (16,535) | $ | (47,297) |
Operating Activities
During the year ended December 31, 2024 and 2023, cash flows provided by operating activities totaled $112.1 million and $80.1 million, respectively, primarily related to the change in accrued expenses and other assets during the period. Additionally, net income includes an increase in net interest income, partially offset by an increase in REO-related operating expenses.
Investing Activities
During the year ended December 31, 2024, cash flows provided by investing activities totaled $440.5 million primarily due to loan repayments of $887.1 million, proceeds of $92.8 million related to a loan sale during the fourth quarter of 2023, and cash assumed from the conversion of loans held for investment to real estate owned of $1.6 million, partially offset by new loan originations and acquisitions of $495.0 million, advances on loans of $40.7 million, and capital expenditures related to real estate owned of $5.3 million. During the year ended December 31, 2023 cash flows provided by investing activities totaled $1.1 billion primarily due to loan repayments of $1.1 billion, proceeds from the sale of loans held for investment of $247.6 million, and proceeds from the sale of real estate owned of $75.4 million, partially offset by new loan originations and acquisitions of $194.7 million, advances on loans of $140.5 million, and capital expenditures related to real estate owned of $5.4 million.
Financing Activities
During the year ended December 31, 2024, cash flows used in financing activities totaled $569.2 million primarily due to repayments of CRE CLO liabilities of $237.5 million as a result of the repayment of underlying loans, payments on secured financing agreements of $594.4 million, payments on asset-specific financing arrangements of $159.4 million and payment of dividends on our common stock and Series C Preferred Stock of $90.4 million, offset by borrowings on our secured financing agreements of $442.7 million and borrowings on our asset-specific financing arrangements of $71.7 million. During the year ended December 31, 2023, cash flows used in financing activities totaled $1.2 billion primarily due to repayments on CRE CLO liabilities of $541.4 million as a result of the repayment of underlying loans, payments on secured financing agreements of $814.2 million, payments on asset-specific financing arrangements of $386.2 million, and payment of dividends on our common stock and Series C Preferred Stock of $88.4 million, offset by borrowings on our secured financing agreements of $484.8 million, borrowings on our asset-specific financing arrangements of $94.9 million and proceeds from mortgage loan payable of $31.2 million.
See Note 5 to our Consolidated Financial Statements included in this Form 10-K for additional details related to our CRE CLO financing activities.
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Material Cash Requirements
Contractual Obligations and Commitments
Our contractual obligations and commitments as of December 31, 2024 were as follows (dollars in thousands):
| Total obligation | Payment timing | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1 to 3 Years | 3 to 5 Years | More than 5 Years | |||||||||||||||
| Unfunded loan commitments(1) | $ | 127,866 | $ | 62,294 | $ | 46,685 | $ | 18,887 | $ | — | ||||||||
| Collateralized loan obligations—principal(2) | 1,682,288 | 193,369 | 1,232,746 | 256,173 | — | |||||||||||||
| Secured credit agreements—principal(3) | 585,042 | 62,526 | 261,395 | 261,121 | — | |||||||||||||
| Secured revolving credit facility—principal(3) | 86,625 | 86,625 | — | — | — | |||||||||||||
| Asset-specific financing arrangements—principal(4) | 186,500 | — | 86,877 | 99,623 | — | |||||||||||||
| Mortgage loan payable—principal | 31,200 | — | — | 31,200 | — | |||||||||||||
| Collateralized loan obligations—interest(5) | 187,582 | 90,690 | 90,666 | 6,226 | — | |||||||||||||
| Secured credit agreements—interest(5) | 108,970 | 35,670 | 62,250 | 11,050 | — | |||||||||||||
| Secured revolving credit facility—interest(3) | 808 | 808 | — | — | — | |||||||||||||
| Asset-specific financing arrangements—interest(5) | 40,882 | 12,075 | 20,798 | 8,009 | — | |||||||||||||
| Mortgage loan payable—interest | 8,535 | 2,428 | 4,856 | 1,251 | — | |||||||||||||
| Total | $ | 3,046,298 | $ | 546,485 | $ | 1,806,273 | $ | 693,540 | $ | — |
________________________________________
(1)The allocation of our unfunded loan commitments for our loans held for investment portfolio is based on the earlier of the commitment expiration date and the loan maturity date.
(2)Collateralized loan obligation liabilities are based on the fully extended maturity of mortgage loan collateral, considering the reinvestment window of our collateralized loan obligation.
(3)The allocation of secured credit agreements and secured revolving credit facility is based on the extended maturity date for those secured financing agreements where extensions are at our option, subject to no default, or the current maturity date of those facilities where extension options are subject to counterparty approval.
(4)The allocation of asset-specific financing arrangements are based on the fully extended maturity date of the underlying mortgage loan collateral.
(5)Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured debt agreements, asset-specific financing arrangements and collateralized loan obligations and the interest rates in effect as of December 31, 2024 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 our related liabilities are indexed to Term SOFR.
With respect to our debt obligations that are contractually due within the next five years, we plan to employ several strategies to meet these obligations, including: (i) exercising maturity date extension options that exist in our current financing arrangements; (ii) negotiating extensions of terms with our providers of credit; (iii) periodically accessing the private and public equity and debt capital markets to raise cash to fund new investments or the repayment of indebtedness; (iv) the issuance of additional structured finance vehicles, such as collateralized loan obligations similar to TRTX 2022-FL5, TRTX 2021-FL4, or TRTX 2019-FL3 as a method of financing; (v) the establishment of new asset-specific financing arrangements, including matched-term note-on-note facilities; (vi) term loans with private lenders; (vii) selling loans and REO to generate cash to repay our debt obligations; (viii) encumbering REO properties to generate cash; and/or (ix) applying repayments from underlying loans to satisfy the debt obligations which they secure. Although these avenues have been available to us in the past, we cannot offer any assurance that we will be able to access any or all of these alternatives in the future.
We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. During the year ended December 31, 2024, our Manager did not earn an incentive management fee. See Note 10 to our Consolidated Financial Statements included in this Form 10-K for additional terms and details of the fees payable under our Management Agreement.
As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. In 2017, the IRS issued a revenue procedure permitting “publicly offered” REITs to make elective stock dividends (i.e., dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. Pursuant to this revenue procedure, we may elect to make future distributions of our taxable income in a mixture of stock and cash.
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Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described above. See Note 9 to our Consolidated Financial Statements included in this Form 10-K for additional details.
Corporate Activities
Dividends
Upon the approval of our Board of Directors, we accrue dividends. We intend to distribute each year not less than 90% of our taxable income to our stockholders to comply with the REIT provisions of the Internal Revenue Code. The Board of Directors will determine whether to pay future dividends, entirely in cash, or in a combination of stock and cash based on facts and circumstances at the time such decisions are made.
On December 13, 2024, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $20.0 million in the aggregate, for the fourth quarter of 2024. The common stock dividend was paid on January 24, 2025 to the holders of record of our common stock as of December 27, 2024.
On December 6, 2024, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2024. The Series C Preferred Stock dividend was paid on December 30, 2024 to the preferred stockholders of record as of December 20, 2024.
On December 18, 2023, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.2 million in the aggregate, for the fourth quarter of 2023. The common stock dividend was paid on January 25, 2024 to the holders of record of our common stock as of December 29, 2023.
On December 8, 2023, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2023. The Series C Preferred Stock dividend was paid on December 29, 2023 to the preferred stockholders of record as of December 19, 2023.
For the year ended December 31, 2024 and 2023, common stock dividends in the amount of $78.7 million and $76.0 million, respectively, were declared and approved.
As of December 31, 2024 and December 31, 2023, common stock dividends of $20.0 million and $19.2 million, respectively, were unpaid and are reflected in dividends payable on our consolidated balance sheets.
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Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, valuation of our investment portfolio and disclosure of contingent assets and liabilities, among other items. Our management bases these estimates and judgments about current, and for some estimates, future economic and market conditions and their effects on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses.
If conditions change from those expected, it is possible that our judgments, estimates and assumptions could change, which may result in a change in our interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future write-offs of our investments, and valuation of our investment portfolio, among other effects. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the consolidated financial statements in the period in which the actual amounts become known. We believe our critical accounting estimates could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.
During 2024, our Manager reviewed and evaluated our critical accounting policies and believes them to be appropriate, but such belief is based on judgments, estimates and assumptions. The following is a summary of our significant accounting policies that we believe are the most affected by our Manager's judgments, estimates, and assumptions:
Allowance for Credit Losses
As discussed in Note 2, the allowance for credit losses measured under the CECL accounting framework represents an estimate of current expected losses for our existing portfolio of loans held for investment and is presented as a valuation reserve on our consolidated balance sheets. Expected credit losses related to non-cancelable unfunded loan commitments are accounted for as separate liabilities included in accrued expenses and other liabilities on the consolidated balance sheets. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheets, is adjusted by a credit loss (expense) benefit, which is reported in earnings in the consolidated statements of income (loss) and comprehensive income (loss) and reduced by the write-off of loan amounts, net of recoveries and additions related to purchased credit-deteriorated (“PCD”) assets, if relevant. The allowance for credit losses includes a modeled component and an individually assessed component. We have elected to not measure an allowance for credit losses on accrued interest receivables related to all of our loans held for investment because we write off uncollectible accrued interest receivable in a timely manner pursuant to our non-accrual policy.
We consider key credit quality indicators in underwriting loans and estimating credit losses, including but not limited to: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; debt service and coverage ratio; our risk rating for the same and similar loans; and prior experience with the borrower and sponsor. This information is used to assess the financial and operating capability, experience and profitability of the sponsor/borrower. Ultimate repayment of our loans is sensitive to interest rate changes, general economic conditions, liquidity, LTV ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement short-term or long-term financing. The loans in our commercial mortgage loan portfolio are secured by collateral of the following property types: office; life science; multifamily; hotel; industrial; mixed-use; and self storage.
Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by a partnership interest or similar equity interest in the entity that owns the real estate securing our first mortgage loan. We regularly evaluate on a loan-by-loan basis, typically no less frequently than quarterly, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, and the financial and operating capability of the borrower/sponsor. We also evaluate the financial strength of loan guarantors, if any, and the borrower’s competency in managing and operating the property or properties. In addition, we consider the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management, who utilize various data sources, including, to the extent available (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other market data.
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Quarterly, we evaluate the risk of all loans and assign a risk rating based on a variety of factors, whereby no single factor on its own, whether quantitative or qualitative, is given more weight than others. The factors that we consider in connection with this evaluation are grouped as follows: (i) loan and credit structure, including the as-is LTV and structural features; (ii) quality and stability of real estate value and operating cash flow, including debt yield, property type, dynamics of the geography, property type and local market, physical condition, stability of cash flow, leasing velocity and quality and diversity of tenancy; (iii) performance against underwritten business plan; and (iv) quality, experience and financial condition of sponsor, borrower and guarantor(s). Based on a 5-point scale, our loans are rated “1” through “5,” from least risk to greatest risk, respectively:
1 -Very Low Risk
2 -Low Risk
3 -Medium Risk
4 -High Risk/Potential for Loss—A loan that has a risk of realizing a principal loss; and
5 -Default/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
We generally assign a risk rating of “3” to all loans originated or acquired during the most recent quarter, except when specific circumstances warrant an exception.
Our CECL reserve also reflects estimates of the current and future economic conditions that impact the performance of the commercial real estate assets securing the loans. These estimates include unemployment rates, inflation rates, interest rates, price indices for commercial property, current and expected future availability of liquidity in the commercial property debt and equity capital markets, 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 our loan portfolio’s performance. Selection of the economic forecast or forecasts used, in conjunction with loan level inputs, to determine the CECL reserve requires significant judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty. The actual economic conditions impacting our loan portfolio could vary significantly from the estimates made for the periods presented.
The commercial property investment sales and commercial mortgage loan markets have experienced uneven liquidity due to global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, sustained higher interest rates, currency fluctuations, labor shortages and structural shifts and regulatory changes in the banking sector, which continue to make it more difficult to estimate key inputs for estimating the allowance for credit losses. The amount of allowance for credit losses is influenced by the size of our loan portfolio, loan asset quality, risk rating, delinquency status, historic loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. We employ two methods to estimate credit losses in our loan portfolio: (1) a model-based approach and (2) an individually assessed approach for loans considered to be "collateral-dependent" as the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral and the borrower is experiencing financial difficulty or foreclosure is probable. Estimates made by us are necessarily subject to change due to the limited number of observable inputs and uncertainty regarding the global macroeconomic conditions described above.
Significant judgment is required when estimating future credit losses and, as a result, actual losses over time could be materially different. During the year ended December 31, 2024, we recognized a decrease of $5.8 million to our allowance for credit losses. The credit loss allowance was $64.0 million as of December 31, 2024. During the year ended December 31, 2024, we recognized $4.1 million of credit loss expense, net.
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Real Estate Owned
Upon the acquisition of a property, we assess the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocate the purchase price to the acquired assets and assumed liabilities, which are on a relative fair value basis. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions. We assess and consider fair value based on estimated cash flow projections that utilize appropriate discount and/or capitalization rates, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.
In determining the fair value of the tangible assets of an acquired property, we consider the value of the property as if it were vacant. We also consider an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals.
Acquired above and below-market leases are recorded at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for favorable leases and the initial term plus the term of any below-market fixed rate renewal options for unfavorable leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.
REO is initially measured at fair value and is thereafter subject to an ongoing impairment analysis. Subsequent to an REO acquisition, events or circumstances may occur that result in a material and sustained change in the cash flows generated, or expected to be generated, from the property. REO is evaluated for recoverability when impairment indicators are identified. REO is considered for impairment when the sum of estimated future undiscounted cash flows to be generated by the REO over the estimated remaining holding period is less than the carrying value of the REO. An impairment loss is recorded when the carrying value of the REO exceeds its fair value. Any impairment loss is included in the consolidated statements of income (loss) and comprehensive income (loss).
See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a listing and description of our significant accounting policies.
Recent Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 to our Consolidated Financial Statements included in this Form 10-K.
Subsequent Events
For a discussion of subsequent events, see Note 16 to our Consolidated Financial Statements included in this Form 10-K.
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Loan Portfolio Details
The following table provides details with respect to our loans held for investment portfolio on a loan-by-loan basis as of December 31, 2024 (dollars in millions, except loan per square foot/unit):
| Loan # | Form of investment | Origination or acquisition date(2) | Total loan | Principal balance | Amortizedcost(3) | Interest rate | All-inyield(4) | Fixed / floating | Extendedmaturity(5) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(6) | Riskrating(7) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First mortgage loans(1) | |||||||||||||||||||||||||||||||||||||
| 1 | Senior Loan(9) | 7/28/2022 | $ | 256.3 | $ | 253.1 | $ | 253.1 | S + 3.6% | S + 3.7% | Floating | 8/9/2027 | San Jose, CA | Multifamily | Bridge | $444,646 Unit | 72.7 | % | 3 | ||||||||||||||||||
| 2 | Senior Loan(10) | 8/21/2019 | 227.1 | 227.1 | 227.1 | S + 3.0% | S + 3.2% | Floating | 9/9/2026 | New York, NY | Office | Light Transitional | $448 Sq ft | 65.2 | % | 3 | |||||||||||||||||||||
| 3 | Senior Loan | 5/5/2021 | 215.0 | 205.6 | 205.5 | S + 4.0% | S + 4.2% | Floating | 5/9/2026 | Daly City, CA | Life Science | Moderate Transitional | $544 Sq ft | 63.1 | % | 3 | |||||||||||||||||||||
| 4 | Senior Loan(11) | 9/18/2019 | 150.5 | 150.5 | 150.5 | S + 4.1% | S + 4.4% | Floating | 12/31/2025 | New York, NY | Office | Moderate Transitional | $677 Sq ft | 65.2 | % | 3 | |||||||||||||||||||||
| 5 | Senior Loan | 12/31/2024 | 129.0 | 115.5 | 114.2 | S + 3.4% | S + 3.7% | Floating | 1/9/2030 | Various, Various | Industrial | Light Transitional | $215 Sq ft | 55.3 | % | 3 | |||||||||||||||||||||
| 6 | Senior Loan | 5/7/2021 | 113.0 | 113.0 | 113.0 | S + 3.5% | S + 3.8% | Floating | 5/9/2026 | Towson, MD | Multifamily | Bridge | $136,504 Unit | 70.2 | % | 3 | |||||||||||||||||||||
| 7 | Senior Loan | 11/13/2024 | 113.0 | 109.7 | 108.9 | S + 3.3% | S + 3.6% | Floating | 12/9/2029 | Various, Various | Multifamily | Bridge | $112,214 Unit | 64.6 | % | 3 | |||||||||||||||||||||
| 8 | Senior Loan | 7/20/2021 | 106.0 | 106.0 | 106.0 | S + 3.5% | S + 3.9% | Floating | 8/9/2026 | Various, NJ | Multifamily | Bridge | $117,796 Unit | 71.3 | % | 3 | |||||||||||||||||||||
| 9 | Senior Loan | 6/14/2021 | 102.6 | 102.6 | 102.6 | S + 3.2% | S + 3.5% | Floating | 7/9/2026 | Hayward, CA | Life Science | Moderate Transitional | $277 Sq ft | 49.7 | % | 3 | |||||||||||||||||||||
| 10 | Senior Loan | 7/3/2024 | 96.0 | 95.8 | 95.0 | S + 3.1% | S + 3.4% | Floating | 7/9/2029 | Phoenix, AZ | Multifamily | Bridge | $209,150 Unit | 68.6 | % | 3 | |||||||||||||||||||||
| 11 | Senior Loan | 12/9/2021 | 94.0 | 93.0 | 93.0 | S + 3.9% | S + 4.2% | Floating | 12/9/2026 | Los Angeles, CA | Multifamily | Light Transitional | $209,258 Unit | 78.1 | % | 3 | |||||||||||||||||||||
| 12 | Senior Loan | 11/21/2022 | 87.0 | 71.6 | 71.3 | S + 5.3% | S + 5.6% | Floating | 12/9/2027 | Dallas, TX | Office | Moderate Transitional | $100 Sq ft | 60.8 | % | 3 | |||||||||||||||||||||
| 13 | Senior Loan | 2/2/2023 | 86.8 | 79.1 | 78.7 | S + 5.1% | S + 5.4% | Floating | 3/9/2028 | Miami, FL | Hotel | Bridge | $170,866 Unit | 58.4 | % | 3 | |||||||||||||||||||||
| 14 | Senior Loan | 12/20/2018 | 78.8 | 75.3 | 75.3 | S + 4.1% | S + 4.4% | Floating | 1/9/2025 | Torrance, CA | Mixed-Use | Moderate Transitional | $218 Sq ft | 61.1 | % | 4 | |||||||||||||||||||||
| 15 | Senior Loan | 7/28/2022 | 72.0 | 72.0 | 72.0 | S + 4.0% | S + 4.3% | Floating | 8/9/2027 | Yonkers, NY | Multifamily | Bridge | $400,000 Unit | 64.8 | % | 3 | |||||||||||||||||||||
| 16 | Senior Loan(12) | 9/1/2022 | 70.0 | 70.0 | 70.0 | S + 3.6% | S + 3.2% | Floating | 9/9/2026 | Cedar Creek, TX | Hotel | Bridge | $345,825 Unit | 61.2 | % | 3 | |||||||||||||||||||||
| 17 | Senior Loan | 9/30/2021 | 69.0 | 66.6 | 66.6 | S + 3.8% | S + 4.1% | Floating | 10/9/2026 | Tampa, FL | Multifamily | Moderate Transitional | $221,154 Unit | 64.2 | % | 3 | |||||||||||||||||||||
| 18 | Senior Loan | 7/26/2022 | 67.0 | 67.0 | 66.9 | S + 4.2% | S + 4.5% | Floating | 8/9/2027 | Various, Various | Self Storage | Light Transitional | $166 Sq ft | 66.2 | % | 3 | |||||||||||||||||||||
| 19 | Senior Loan | 11/30/2021 | 65.6 | 63.5 | 63.5 | S + 3.5% | S + 3.9% | Floating | 12/9/2026 | St. Louis, MO | Multifamily | Moderate Transitional | $158,838 Unit | 69.3 | % | 3 | |||||||||||||||||||||
| 20 | Senior Loan | 4/20/2022 | 63.0 | 63.0 | 62.9 | S + 3.7% | S + 4.0% | Floating | 5/9/2027 | Buffalo, NY | Multifamily | Bridge | $167,553 Unit | 67.1 | % | 3 | |||||||||||||||||||||
| 21 | Senior Loan | 9/13/2024 | 63.0 | 63.0 | 62.7 | S + 3.5% | S + 3.8% | Floating | 10/9/2029 | Calistoga, CA | Hotel | Bridge | $630,000 Unit | 48.5 | % | 2 | |||||||||||||||||||||
| 22 | Senior Loan | 11/3/2023 | 62.0 | 52.2 | 52.0 | S + 3.5% | S + 3.8% | Floating | 11/9/2028 | Stamford, CT | Multifamily | Moderate Transitional | $254,098 Unit | 66.1 | % | 3 | |||||||||||||||||||||
| 23 | Senior Loan(13) | 9/1/2022 | 61.5 | 61.5 | 61.5 | S + 2.9% | S + 1.6% | Floating | 5/9/2026 | Raleigh, NC | Multifamily | Bridge | $188,650 Unit | 66.2 | % | 3 | |||||||||||||||||||||
| 24 | Senior Loan | 12/29/2021 | 60.6 | 56.0 | 56.0 | S + 3.4% | S + 3.7% | Floating | 1/9/2027 | Rogers, AR | Multifamily | Bridge | $153,125 Unit | 75.9 | % | 3 | |||||||||||||||||||||
| 25 | Senior Loan | 3/3/2022 | 58.0 | 58.0 | 58.0 | S + 3.4% | S + 3.7% | Floating | 3/9/2027 | Hampton, VA | Multifamily | Bridge | $202,091 Unit | 72.4 | % | 3 | |||||||||||||||||||||
| 26 | Senior Loan | 12/17/2021 | 52.1 | 49.3 | 49.3 | S + 3.8% | S + 4.1% | Floating | 1/9/2027 | Newport News, VA | Multifamily | Light Transitional | $135,677 Unit | 67.3 | % | 3 | |||||||||||||||||||||
| 27 | Senior Loan | 6/24/2022 | 51.6 | 50.8 | 50.8 | S + 3.8% | S + 4.1% | Floating | 7/9/2027 | San Antonio, TX | Multifamily | Bridge | $159,259 Unit | 70.2 | % | 3 | |||||||||||||||||||||
| 28 | Senior Loan | 1/17/2024 | 51.3 | 45.9 | 45.5 | S + 3.1% | S + 3.4% | Floating | 2/9/2029 | Albuquerque, NM | Multifamily | Light Transitional | $149,128 Unit | 71.7 | % | 3 | |||||||||||||||||||||
| 29 | Senior Loan | 12/20/2017 | 51.0 | 51.0 | 51.0 | S + 4.9% | S + 5.3% | Floating | 12/31/2026 | New Orleans, LA | Hotel | Bridge | $217,949 Unit | 59.9 | % | 3 | |||||||||||||||||||||
| 30 | Senior Loan | 8/26/2021 | 51.0 | 46.4 | 46.3 | S + 4.2% | S + 4.5% | Floating | 9/9/2026 | San Diego, CA | Life Science | Moderate Transitional | $599 Sq ft | 72.1 | % | 3 | |||||||||||||||||||||
| 31 | Senior Loan | 10/27/2021 | 50.4 | 42.9 | 42.9 | S + 3.5% | S + 3.8% | Floating | 11/9/2026 | Longmont, CO | Office | Moderate Transitional | $145 Sq ft | 70.6 | % | 3 | |||||||||||||||||||||
| 32 | Senior Loan | 6/2/2021 | 48.6 | 48.3 | 48.3 | S + 3.9% | S + 4.2% | Floating | 6/9/2026 | Fort Lauderdale, FL | Office | Light Transitional | $187 Sq ft | 71.0 | % | 3 | |||||||||||||||||||||
| 33 | Senior Loan | 8/10/2022 | 46.2 | 38.5 | 38.4 | S + 3.9% | S + 4.4% | Floating | 9/9/2027 | Plano, TX | Multifamily | Moderate Transitional | $173,534 Unit | 66.3 | % | 3 | |||||||||||||||||||||
| 34 | Senior Loan | 12/21/2021 | 45.0 | 45.0 | 45.0 | S + 3.8% | S + 4.1% | Floating | 1/9/2027 | Knoxville, TN | Multifamily | Bridge | $119,681 Unit | 84.9 | % | 3 | |||||||||||||||||||||
| 35 | Senior Loan | 8/28/2024 | 45.0 | 41.3 | 41.2 | S + 2.9% | S + 3.1% | Floating | 9/9/2029 | Bakersfield, CA | Multifamily | Light Transitional | $180,723 Unit | 72.9 | % | 3 | |||||||||||||||||||||
| 36 | Senior Loan | 9/30/2021 | 44.4 | 44.4 | 44.4 | S + 3.4% | S + 3.7% | Floating | 10/9/2026 | San Antonio, TX | Multifamily | Bridge | $132,024 Unit | 64.1 | % | 3 | |||||||||||||||||||||
| 37 | Senior Loan | 7/28/2023 | 43.6 | 37.2 | 37.0 | S + 4.6% | S + 5.1% | Floating | 8/9/2028 | Various, AZ | Hotel | Bridge | $150,345 Unit | 63.3 | % | 3 | |||||||||||||||||||||
| 38 | Senior Loan | 3/30/2018 | 42.4 | 41.9 | 41.9 | S + 3.8% | S + 4.3% | Floating | 6/22/2025 | Honolulu, HI | Office | Light Transitional | $147 Sq ft | 57.9 | % | 4 | |||||||||||||||||||||
| 39 | Senior Loan | 3/24/2023 | 37.0 | 34.1 | 33.9 | S + 3.5% | S + 3.8% | Floating | 4/9/2028 | Dallas, TX | Industrial | Light Transitional | $83 Sq ft | 61.2 | % | 3 | |||||||||||||||||||||
| 40 | Senior Loan | 3/11/2019 | 34.0 | 34.0 | 34.0 | S + 4.0% | S + 4.4% | Floating | 8/9/2025 | Miami Beach, FL | Hotel | Bridge | $257,576 Unit | 59.3 | % | 3 | |||||||||||||||||||||
| 41 | Senior Loan | 3/28/2024 | 34.0 | 33.1 | 32.8 | S + 3.9% | S + 4.3% | Floating | 4/9/2029 | Mesa, AZ | Multifamily | Bridge | $173,469 Unit | 72.9 | % | 3 | |||||||||||||||||||||
| 42 | Senior Loan | 6/9/2022 | 31.2 | 27.8 | 27.8 | S + 3.6% | S + 3.9% | Floating | 6/9/2027 | Centerton, AR | Multifamily | Light Transitional | $156,859 Unit | 73.8 | % | 3 |
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| Loan # | Form of investment | Origination or acquisition date(2) | Total loan | Principal balance | Amortizedcost(3) | Interest rate | All-inyield(4) | Fixed / floating | Extendedmaturity(5) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(6) | Riskrating(7) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 43 | Senior Loan | 8/23/2022 | 31.0 | 29.4 | 29.3 | S + 4.0% | S + 4.7% | Floating | 9/9/2027 | Marietta, GA | Multifamily | Light Transitional | $127,049 Unit | 68.5 | % | 3 | |||||||||||||||||||
| 44 | Senior Loan | 1/19/2024 | 31.0 | 30.3 | 30.1 | S + 3.4% | S + 3.7% | Floating | 2/9/2029 | Castle Rock, CO | Multifamily | Moderate Transitional | $303,922 Unit | 63.7 | % | 3 | |||||||||||||||||||
| 45 | Senior Loan | 6/29/2022 | 24.5 | 22.3 | 22.3 | S + 3.9% | S + 4.2% | Floating | 7/9/2027 | San Antonio, TX | Multifamily | Light Transitional | $107,456 Unit | 75.5 | % | 3 | |||||||||||||||||||
| Subtotal / weighted average(8) | $ | 3,412.0 | $ | 3,284.5 | $ | 3,278.6 | S +3.7% | S +3.9% | 2.4 years | 66.1 | % | 3.0 | |||||||||||||||||||||||
| Total / weighted average(8) | $ | 3,412.0 | $ | 3,284.5 | $ | 3,278.6 | S +3.7% | S +3.9% | 2.4 years | 66.1 | % | 3.0 |
_______________________________
* Numbers presented may not foot due to rounding.
(1)First mortgage loans are whole mortgage loans unless otherwise noted.
(2)Date loan was originated or acquired by us. The origination or acquisition date is not updated for subsequent loan modifications.
(3)Represents unpaid principal balance net of unamortized costs.
(4)In addition to the interest rate, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for our loan assets and total loan portfolio excludes the applicable floating benchmark interest rate as of December 31, 2024 and excludes the impact of our interest rate floors and borrower interest rate caps.
(5)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2024, based on unpaid principal balance, 22.1% of our loans were subject to yield maintenance or other prepayment restrictions and 77.9% were open to repayment by the borrower without penalty.
(6)Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
(7)For a discussion of risk ratings, please see Notes 2 and 3 to our Consolidated Financial Statements included in this Form 10-K.
(8)Represents the weighted average of the credit spread as of December 31, 2024 for the loans, 99.7% of which are floating rate.
(9)The loan is comprised of a first mortgage loan of $245.0 million and a contiguous mezzanine loan of $11.3 million, both of which we own. The first mortgage loan carries an interest rate of S+3.40% and the mezzanine loan has a fixed 8.0% PIK interest rate.
(10)Calculated as the ratio of unpaid principal balance as of December 31, 2024 to the as-is appraised value at origination, to reflect the sale by us in August 2020 of the contiguous mezzanine loan with an unpaid principal balance of $46.4 million and a commitment amount of $50.0 million as of the sale date.
(11)This loan is comprised of a first mortgage loan of $72.2 million and a contiguous mezzanine loan of $78.3 million, both of which we own. Each loan carries the same interest rate.
(12)This loan represents a 41.2% pari passu participation interest in a first mortgage loan, that was originated by a third party on August 31, 2021 and acquired by us on September 1, 2022.
(13)This loan was originated by a third party on June 9, 2021 and acquired by us on September 1, 2022.
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FY 2023 10-K MD&A
SEC filing source: 0001630472-24-000006.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this 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 Form 10-K.
This section discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Overview
We are a commercial real estate finance company externally managed by TPG RE Finance Trust Management, L.P., an affiliate of our sponsor TPG. We directly originate, acquire and manage commercial mortgage loans and other commercial real estate-related debt instruments in North America for our balance sheet. Our objective is to provide attractive risk-adjusted returns to our stockholders over time through cash distributions and capital appreciation. To meet our objective, we focus primarily on directly originating and selectively acquiring floating rate first mortgage loans that are secured by high quality commercial real estate properties undergoing some form of transition and value creation, such as retenanting, refurbishment or other form of repositioning. The collateral underlying our loans is located in primary and select secondary markets in the U.S. that we believe have attractive economic conditions and commercial real estate fundamentals. We operate our business as one segment.
We made an election to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2014. We believe we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and we believe that our organization and current and intended manner of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. As a REIT, we generally are not subject to U.S. federal income tax on our REIT taxable income that we distribute currently to our stockholders. We operate our business in a manner that permits us to maintain an exclusion or exemption from registration under the Investment Company Act.
We continue to evaluate the effects of macroeconomic concerns, including, without limitation, a period of sustained high interest rates, inflation, stress to the commercial banking systems of the U.S. and Western Europe, geopolitical tensions, concerns of an economic recession in the near term, and changes to the way commercial tenants use real estate. Rising interest rates, stress to the commercial banking systems of the U.S. and Western Europe, increased volatility in debt and equity markets, declining commercial property values, and elevated geopolitical risk led us to continue to curtail our loan origination volume and maintain high levels of liquidity during 2023. From January 1, 2023 through December 31, 2023, we originated four first mortgage transitional loans, with total commitments of $229.4 million, an initial unpaid principal balance of $196.7 million, and unfunded commitments at closing of $32.7 million.
For more information regarding the impact that current macroeconomic concerns have had and may have on our business, see the risk factors set forth in this Form 10-K.
Our Manager
We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a leading global, alternative asset management firm, founded in San Francisco in 1992, with $222 billion of assets under management (as of December 31, 2023) and investment and operational teams around the world. TPG invests across a broadly diversified set of strategies, including private equity, impact, credit, real estate, and market solutions. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, the selection, origination or purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's real estate investment group and TPG’s executive committee.
For a summary of certain terms of the management agreement between us and our Manager (the “Management Agreement”), see Note 10 to our Consolidated Financial Statements included in this Form 10-K.
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Fourth Quarter 2023 Activity
Operating Results:
•Recognized Net income (loss) attributable to common stockholders of $2.6 million, compared to ($64.6) million for the three months ended September 30, 2023, an increase of $67.3 million.
•Produced Net interest income of $21.3 million, resulting from interest income of $84.1 million and interest expense of $62.8 million. Net interest income increased $1.7 million compared to the three months ended September 30, 2023.
•Generated Distributable Earnings (Loss) of ($159.7) million, compared to ($103.7) million for the three months ended September 30, 2023, a decrease of $56.0 million.
•Recorded a decrease to our allowance for credit losses on our loan portfolio of $166.9 million, for a total allowance for credit losses of $69.8 million, or 190 basis points of total loan commitments of $3.7 billion.
•Declared a common stock dividend of $0.24 per common share for the three months ended December 31, 2023.
Investment Portfolio Activity:
•Originated one first mortgage loan with a total loan commitment of $62.0 million, an initial unpaid principal balance of $48.3 million, an unfunded loan commitment of $13.7 million, an interest rate of Term SOFR plus 3.50%, and an interest rate floor of 3.50%.
•Funded $34.6 million in future funding obligations associated with existing loans.
•Received one full loan repayment of $70.0 million, and partial principal payments of $30.2 million related to three loans, and cost-recovery proceeds of $2.9 million across three loans for total loan repayments of $103.1 million.
•Sold an office loan and a multifamily loan with an aggregate unpaid principal balance of $212.0 million for $127.7 million, resulting in a loss on sale of $78.2 million, including transaction costs of $2.8 million.
•Acquired three office properties through deeds-in-lieu of foreclosure and one multifamily property through a UCC equity foreclosure with an aggregate carrying value at December 31, 2023 of $152.0 million and a fair value at foreclosure of $152.0 million.
•Sold a multifamily property classified as real estate owned for net proceeds of $75.4 million, resulting in a gain on sale of real estate, net of $7.0 million.
Investment Portfolio Financing Activity:
•Utilized the reinvestment feature in TRTX 2022-FL5 one time, recycling loan repayments of $48.3 million.
•Closed a $90.6 million loan financing facility with a global bank which provides asset-specific financing on a non-mark-to-market basis with matched term.
Full Year 2023 Activity
Operating Results:
•Recognized Net (loss) attributable to common stockholders of ($130.9) million, or ($1.69) per diluted share, and Distributable Earnings (Loss) of ($264.1) million or ($3.40) per diluted share.
•Produced Net interest income of $88.7 million, resulting from interest income of $362.6 million and interest expense of $273.9 million.
•Declared dividends of $76.0 million, or $0.96 per common share, representing a 14.8% annualized dividend yield based on the December 29, 2023 closing price of $6.50.
Investment Portfolio Activity:
•Originated four first mortgage loans with total loan commitments of $229.4 million, an aggregate initial unpaid principal balance of $196.7 million, unfunded loan commitments of $32.7 million, a weighted average interest rate of Term SOFR plus 4.30%, and a weighted average interest rate floor of 3.59%.
•Funded $140.5 million in future funding obligations associated with existing loans.
•Received loan repayments, in whole and in part, of $907.0 million including cost-recovery proceeds and accrued PIK interest.
•Sold three office loans, a mixed-use loan and a multifamily loan with an aggregate unpaid principal balance of $564.9 million for $349.5 million, resulting in a loss on sale of $212.4 million, including transaction costs of $5.9 million.
•Acquired four office properties through deeds-in-lieu of foreclosure and one multifamily property through a UCC equity foreclosure with an aggregate carrying value at December 31, 2023 of $199.8 million and a fair value at foreclosure of $198.0 million.
•Acquired through foreclosure a multifamily property with a fair value at foreclosure of $71.1 million and subsequently sold for net proceeds of $75.4 million, resulting in a gain on sale of real estate, net of $7.0 million.
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Investment Portfolio Financing Activity and Liquidity:
•Utilized the reinvestment feature in TRTX 2021-FL4 16 times, recycling loan repayments of $384.4 million and in TRTX 2022-FL5 three times, recycling loan repayments of $80.1 million.
•Available near-term liquidity as of December 31, 2023 of $480.0 million was comprised of:
•$206.4 million of cash-on-hand, of which $191.4 million was available for investment, net of $15.0 million held to satisfy liquidity covenants under our secured financing agreements.
•$247.2 million of cash in our CRE CLOs available for investment in eligible collateral.
•Undrawn capacity (liquidity available to us without the need to pledge additional collateral to our lenders) of $24.8 million under secured credit agreements with five lenders, and $1.6 million under asset-specific financing arrangements.
We have financed our loan investments as of December 31, 2023 utilizing three CRE CLOs totaling $1.9 billion, one of which is open for reinvestment of eligible loan collateral at quarter end, $0.8 billion under secured credit agreements with total commitments of $2.2 billion provided by five lenders, $274.2 million under asset-specific financing arrangements, and $23.8 million under our $290.0 million secured revolving credit facility. As of December 31, 2023, 63.6% of our borrowings were pursuant to our CRE CLO vehicles, 27.3% were pursuant to our secured credit agreements and secured revolving credit facility and 9.1% were pursuant to our asset-specific financing arrangements. Non-mark-to-market financing comprised 73.5% of total loan portfolio borrowings as of December 31, 2023.
Our ability to draw on our secured credit agreements and secured revolving credit facility is dependent upon our lenders’ willingness to accept as collateral loan investments we pledge to them to secure additional borrowings. These financing arrangements have credit spreads based upon the LTV and other risk characteristics of collateral pledged, and provide financing with mark-to-market provisions limited to collateral-specific events (i.e., "credit" marks). Borrowings under our secured revolving credit agreement are permitted with respect to collateral that satisfies pre-determined eligibility standards, and have a pre-determined advance rate (generally, 75% of the unpaid principal balance pledged) and credit spread (Term SOFR plus 2.00%). As of December 31, 2023, borrowings under these secured credit agreements and secured revolving credit facility had a weighted average credit spread of 2.00% (2.00% for arrangements with mark-to-market provisions and 2.00% for one arrangement with no mark-to-market provisions), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 1.3 years. These financing arrangements are generally 25% recourse to Holdco, with the exception of the secured revolving credit facility that is 100% recourse to Holdco.
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Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared per common share, Distributable Earnings, and book value per common share. As further described below, Distributable Earnings is a measure that is not prepared in accordance with GAAP. We use Distributable Earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current investment activity and operations.
For the three months ended December 31, 2023, we recorded net income attributable to common stockholders of $0.03 per diluted common share, an increase of $0.86 per diluted common share from the three months ended September 30, 2023, of which $0.75 per diluted common share relates to a decrease in our credit loss expense during the fourth quarter of 2023, which totaled $17.3 million as compared to $75.8 million during the third quarter of 2023.
Distributable Earnings (loss) per diluted common share was ($2.05) for three months ended December 31, 2023, a decrease of $0.72 per diluted common share from the three months ended September 30, 2023. The decrease in Distributable Earnings (loss) per diluted common share was primarily due to an increase in realized losses on loan sales and REO conversions of $0.86 per diluted common share during the fourth quarter of 2023, partially offset by $0.09 per diluted common share attributable to gain on sale of real estate owned, net during the fourth quarter of 2023.
For the three months ended December 31, 2023, we declared a cash dividend of $0.24 per common share which was paid on January 25, 2024.
Our book value per common share as of December 31, 2023 was $11.86, a decrease of $2.62 per common share from our book value per common share as of December 31, 2022 of $14.48, primarily due to an increase in credit loss expense during the year ended December 31, 2023 of $189.9 million, or $2.44 per common share.
The following table sets forth the calculation of basic and diluted net income (loss) attributable to common stockholders per share and dividends declared per share (dollars in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | September 30, 2023 | 2023 | 2022 | |||||||||||
| Net (loss) | $ | 6,381 | $ | (61,213) | $ | (116,630) | $ | (60,066) | ||||||
| Preferred stock dividends(1) | (3,148) | (3,148) | (12,592) | (12,592) | ||||||||||
| Participating securities' share in earnings | (601) | (275) | (1,683) | (986) | ||||||||||
| Net income (loss) attributable to common stockholders - see Note 11 | $ | 2,632 | $ | (64,636) | $ | (130,905) | $ | (73,644) | ||||||
| Weighted average common shares outstanding, basic | 77,739,148 | 77,730,715 | 77,575,788 | 77,296,524 | ||||||||||
| Incremental shares of common stock issued from the assumed exercise of warrants | — | — | — | — | ||||||||||
| Weighted average common shares outstanding, diluted - see Note 11 | 77,739,148 | 77,730,715 | 77,575,788 | 77,296,524 | ||||||||||
| Earnings (loss) per common share, basic(2) | $ | 0.03 | $ | (0.83) | $ | (1.69) | $ | (0.95) | ||||||
| Earnings (loss) per common share, diluted(2) | $ | 0.03 | $ | (0.83) | $ | (1.69) | $ | (0.95) | ||||||
| Dividends declared per common share | $ | 0.24 | $ | 0.24 | $ | 0.96 | $ | 0.96 |
____________________________
(1)Includes preferred stock dividends declared and paid for Series A Preferred Stock and Series C Preferred Stock shares outstanding for the three months ended December 31, 2023 and September 30, 2023 and the year ended December 31, 2023 and 2022.
(2)Basic and diluted earnings (loss) per common share are computed independently based on the weighted-average shares of common stock outstanding. Diluted earnings per common share also includes the impact of participating securities outstanding plus any incremental shares that would be outstanding assuming the exercise of the Warrants.
Distributable Earnings
Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss) attributable to our common stockholders, including realized gains and losses from loan write-offs, loan sales and other loan resolutions (including conversions to REO), regardless of whether such items are included in other comprehensive income or loss, or in GAAP net income (loss), and excluding (i) non-cash stock compensation expense, (ii) depreciation and amortization expense, (iii) unrealized gains (losses) (including credit loss expense (benefit), net), and (iv) certain non-cash or income and expense items. The exclusion of depreciation and amortization expense from the calculation of Distributable Earnings only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments.
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We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We generally must distribute at least 90% of our net taxable income annually, subject to certain adjustments and excluding any net capital gains, for us to continue to qualify as a REIT for U.S. federal income tax purposes. We believe that one of the primary reasons investors purchase our common stock is to receive our dividends. Because of our investors’ continued focus on our ability to pay dividends, Distributable Earnings is an important measure for us to consider when determining our distribution policy and dividends per common share. Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan investment and operating activities.
Distributable Earnings excludes the impact of our credit loss provision or reversals of our credit loss provision, but only to the extent that our credit loss provision exceeds any realized credit losses during the applicable reporting period.
A loan will be written off as a realized loss when it is deemed non-recoverable or upon a realization event. Such a realized loss would generally be recognized at the time the loan receivable is settled, transferred or exchanged, or in the case of foreclosure, when the underlying property is foreclosed upon or sold. Non-recoverability may also be concluded by us if, in our determination, it is nearly certain that all amounts due will not be collected. A realized loss may equal the difference between the cash or consideration received or expected to be received, and the net book value of the loan, reflecting our economics as it relates to the ultimate realization of the asset.
Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), an indication of our GAAP cash flows from operations, 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.
The following table provides a reconciliation of GAAP net income attributable to common stockholders to Distributable Earnings (dollars in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | September 30, 2023 | 2023 | 2022 | |||||||||||
| Net (loss) income attributable to common stockholders - see Note 11 | $ | 2,632 | $ | (64,636) | $ | (130,905) | $ | (73,644) | ||||||
| Utilization of capital loss carryforwards(1) | — | — | — | (13,291) | ||||||||||
| Non-cash stock compensation expense | 3,259 | 1,153 | 8,029 | 5,052 | ||||||||||
| Depreciation and amortization | 1,219 | 1,394 | 3,577 | — | ||||||||||
| Credit loss expense, net | 17,254 | 75,805 | 189,912 | 172,982 | ||||||||||
| Distributable earnings before realized losses from loan sales and other loan resolutions | $ | 24,364 | $ | 13,716 | $ | 70,613 | $ | 91,099 | ||||||
| Realized loss on loan write-offs, loan sales and REO conversions | (184,112) | (117,461) | (334,727) | $ | (4,400) | |||||||||
| Distributable (loss) earnings | $ | (159,748) | $ | (103,745) | $ | (264,114) | $ | 86,699 | ||||||
| Weighted average common shares outstanding, basic | 77,739,148 | 77,730,715 | 77,575,788 | 77,296,524 | ||||||||||
| Incremental shares of common stock issued from the assumed exercise of warrants | — | — | — | 2,881,459 | ||||||||||
| Weighted average common shares outstanding, diluted - see Note 11 | 77,739,148 | 77,730,715 | 77,575,788 | 80,177,983 | ||||||||||
| Distributable (loss) earnings per common share, basic | $ | (2.05) | $ | (1.33) | $ | (3.40) | $ | 1.12 | ||||||
| Distributable (loss) earnings per common share, diluted | $ | (2.05) | $ | (1.33) | $ | (3.40) | $ | 1.08 |
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(1)For the year ended December 31, 2022, capital loss carryforwards were utilized to offset the $13.3 million of taxable capital gain realized from the sale of REO.
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Book Value Per Common Share
The following table sets forth the calculation of our book value per common share (dollars in thousands, except share and per share data):
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Total stockholders’ equity | $ | 1,124,785 | $ | 1,321,996 | ||
| Series C Preferred Stock ($201,250 aggregate liquidation preference) | (201,250) | (201,250) | ||||
| Series A Preferred Stock ($125 aggregate liquidation preference) | (125) | (125) | ||||
| Total stockholders’ equity, net of preferred stock | $ | 923,410 | $ | 1,120,621 | ||
| Number of common shares outstanding at period end | 77,868,565 | 77,410,282 | ||||
| Book value per common share | $ | 11.86 | $ | 14.48 |
Investment Portfolio Overview
Our interest-earning assets are comprised entirely of a portfolio of floating rate, first mortgage loans, or in limited instances, contiguous mezzanine loans. As of December 31, 2023, our loans held for investment portfolio consisted of 53 first mortgage loans (or interests therein) totaling $3.7 billion of commitments with an unpaid principal balance of $3.5 billion. As of December 31, 2023, 100% of the loan commitments in our portfolio consisted of floating rate loans, of which 100.0% were first mortgage loans or, in one instance, a first mortgage loan and contiguous mezzanine loan both owned by us. As of December 31, 2023, we had $183.3 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones.
We may hold REO as a result of taking title to a loan's collateral. As of December 31, 2023, we owned four office properties and one multifamily property with an aggregate carrying value of $199.8 million.
During the three months ended December 31, 2023, we funded $34.6 million of deferred future fundings related to previously originated loans. We received proceeds from one loan repayment in-full of $70.0 million, and principal amortization of $30.2 million across three loans, for total loan repayments of $100.2 million during the period. We received cost-recovery proceeds from three non-accrual loans of $2.9 million. Additionally, we sold two mortgage loans with an aggregate unpaid principal balance of $212.0 million for $127.7 million, resulting in a loss on sale of $78.2 million, including transaction costs of $2.8 million.
The following table details our loans held for investment portfolio activity by unpaid principal balance (dollars in thousands):
| Three Months Ended, | Year Ended, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2023 | ||||||||
| Loan originations and acquisitions — initial funding | $ | 48,300 | $ | 196,690 | |||||
| Other loan fundings(1) | 34,643 | 140,547 | |||||||
| Loan repayments | (100,151) | (890,566) | |||||||
| Accrued PIK interest repayments | — | (542) | |||||||
| Cash interest received and applied under cost recovery method to reduce loan principal | (2,919) | (15,894) | |||||||
| Realized loss on loan write-offs, loan sales, and REO conversions | (184,112) | (334,727) | |||||||
| Loan extinguishment upon conversion to REO(2) | (148,030) | (263,740) | |||||||
| Loan sales | (133,843) | (352,514) | |||||||
| Total loan activity, net | $ | (486,112) | $ | (1,520,746) |
_______________________________
(1)Additional fundings made under existing loan commitments.
(2)For the three months ended December 31, 2023, includes extinguishment of four first mortgage loans with an aggregate unpaid principal balance of $254.0 million pursuant to loan conversions to REO in December 2023 as a result of our acquisition of the underlying property pursuant to a foreclosure or deed-in-lieu of foreclosure. For the year ended December 31, 2023, includes extinguishment of six first mortgage loans with an aggregate unpaid principal balance of $386.1 million pursuant to loan conversions to REO in December 2023, August 2023 and April 2023 as a result of our acquisition of the underlying properties pursuant to foreclosure or a deed-in-lieu of foreclosure, as applicable. The REO associated with the August 2023 loan conversion was sold during the three months ended December 31, 2023.
For the three months ended December 31, 2023, we generated interest income of $84.1 million and incurred interest expense of $62.8 million, which resulted in net interest income of $21.3 million.
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The following table details overall statistics for our loans held for investment portfolio as of December 31, 2023 (dollars in thousands):
| Balance sheet portfolio | Total loan exposure(1) | |||||
|---|---|---|---|---|---|---|
| Number of loans(1) | 53 | 53 | ||||
| Floating rate loans | 100.0 | % | 100.0 | % | ||
| Total loan commitments | $ | 3,666,173 | $ | 3,666,173 | ||
| Unpaid principal balance(2) | $ | 3,484,052 | $ | 3,484,052 | ||
| Unfunded loan commitments(3) | $ | 183,293 | $ | 183,293 | ||
| Amortized cost | $ | 3,476,776 | $ | 3,476,776 | ||
| Weighted average credit spread | 3.7 | % | 3.7 | % | ||
| Weighted average all-in yield(4) | 9.3 | % | 9.3 | % | ||
| Weighted average term to extended maturity (in years)(5) | 2.6 | 2.6 | ||||
| Weighted average LTV(6) | 67.3 | % | 67.3 | % |
_________________________________
(1)In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party, we retain on our balance sheet a mezzanine loan. Total loan exposure encompasses the entire loan portfolio we originated, acquired and financed. We did not have any non-consolidated senior interests as of December 31, 2023.
(2)Unpaid principal balance includes PIK interest of $1.2 million as of December 31, 2023.
(3)Unfunded loan commitments may be funded over the term of each loan, subject in certain cases to an expiration date or a force-funding date, primarily to finance property improvements or lease-related expenditures by our borrowers and to finance operating deficits during renovation and lease-up.
(4)As of December 31, 2023, all of our loans were indexed to Term SOFR. In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for the total portfolio assumes Term SOFR as of December 31, 2023 for weighted average calculations.
(5)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2023, based on the unpaid principal balance of our total loan exposure, 8.4% of our loans were subject to yield maintenance or other prepayment restrictions and 91.6% were open to repayment without penalty.
(6)Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) as of December 31, 2023, divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
The following table details the interest rate floors for our loans held for investment portfolio as of December 31, 2023 (dollars in thousands):
| Interest Rate Floors | Total Commitment(1) | Unpaid Principal Balance | Weighted Average Interest Rate Floor | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0.50% or less | $ | 1,975,168 | $ | 1,878,982 | 0.16 | % | |||||
| 0.51% to 1.00% | 472,535 | 466,922 | 0.92 | ||||||||
| 1.01% to 1.50% | 214,000 | 214,000 | 1.44 | ||||||||
| 1.51% to 2.00% | 170,400 | 157,814 | 1.94 | ||||||||
| 2.01% to 2.50% | 272,403 | 240,830 | 2.31 | ||||||||
| 2.51% to 3.00% | 227,107 | 227,107 | 3.00 | ||||||||
| 3.01% to 3.50% | 105,600 | 85,530 | 3.39 | ||||||||
| 3.51% or greater | 228,960 | 212,867 | 4.26 | ||||||||
| Total | $ | 3,666,173 | $ | 3,484,052 | 1.09 | % |
_________________________________
(1)Excludes capitalized interest of $1.2 million relating to previously modified loans.
For information regarding the financing of our loans held for investment portfolio, see the section entitled “Investment Portfolio Financing.”
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Real Estate Owned
During the year ended December 31, 2023, we acquired four office properties and two multifamily properties, each of which were collateral for first mortgage loans. We sold one of the two multifamily properties acquired during the year ended December 31, 2023 to a third party.
In April 2023, we acquired an office property in Houston, TX pursuant to a negotiated deed-in-lieu of foreclosure. During the second quarter of 2023, we recognized the property as REO with a carrying value of $46.0 million, which included the estimated fair value of the property.
In August 2023, we acquired a multifamily property under development in Los Angeles, CA pursuant to a non-judicial foreclosure. During the third quarter of 2023, we recognized the property as REO with a carrying value of $71.1 million, which included the estimated fair value of the property. During the fourth quarter of 2023, we sold the property for net proceeds of $75.4 million and recognized a gain on sale of real estate, net of $7.0 million.
In December 2023, we acquired an office property in Manhattan, NY pursuant to a negotiated deed-in-lieu of foreclosure. During the fourth quarter of 2023, we recognized the property as REO with a carrying value of $40.0 million, which included the estimated fair value of the property.
In December 2023, we acquired an office property in San Mateo, CA pursuant to a negotiated deed-in-lieu of foreclosure. During the fourth quarter of 2023, we recognized the property as REO with a carrying value of $20.0 million, which included the estimated fair value of the property.
In December 2023, we acquired an office property in Orange, CA pursuant to a negotiated deed-in-lieu of foreclosure. During the fourth quarter of 2023, we recognized the property as REO with a carrying value of $20.0 million, which included the estimated fair value of the property.
In December 2023, we acquired a multifamily property in Arlington Heights, IL through a UCC equity foreclosure. During the fourth quarter of 2023, we recognized the property as REO with a carrying value of $72.0 million, which included the estimated fair value of the property.
The following table details the carrying value of each of our REO properties reflected on our consolidated balance sheet as of December 31, 2023 (dollars in thousands):
| Property Type | Location | Month of Acquisition | Carrying Value | ||||
|---|---|---|---|---|---|---|---|
| Office | Houston, TX | April 2023 | $ | 47,791 | |||
| Office | Manhattan, NY | December 2023 | 40,041 | ||||
| Office | San Mateo, CA | December 2023 | 20,021 | ||||
| Office | Orange, CA | December 2023 | 19,968 | ||||
| Multifamily | Arlington Heights, IL | December 2023 | 72,000 | ||||
| $ | 199,821 |
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Asset Management
We actively manage the assets in our portfolio from closing to final repayment or resolution. We are party to an agreement with Situs Asset Management, LLC (“SitusAMC”), one of the largest commercial mortgage loan servicers, pursuant to which SitusAMC provides us with dedicated asset management employees to provide asset management services pursuant to our proprietary guidelines. Following the closing of an investment, this dedicated asset management team rigorously monitors the investment under our Manager’s oversight, with an emphasis on ongoing financial, legal and quantitative analyses. Through the final repayment of an investment, 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.
Loan Portfolio Review
Our Manager reviews our entire loan portfolio 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. See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a discussion regarding the risk rating system that we use in connection with our loan portfolio.
The following table allocates the amortized cost basis of our loans held for investment portfolio based on our internal risk ratings (dollars in thousands):
| December 31, 2023 | December 31, 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk rating | Number of loans | Amortized cost | Number of loans | Amortized cost | |||||||||
| 1 | — | $ | — | — | $ | — | |||||||
| 2 | 2 | 99,000 | 8 | 511,878 | |||||||||
| 3 | 47 | 3,160,928 | 46 | 3,231,324 | |||||||||
| 4 | 4 | 216,848 | 12 | 990,337 | |||||||||
| 5 | — | — | 4 | 245,135 | |||||||||
| Totals | 53 | $ | 3,476,776 | 70 | $ | 4,978,674 |
The following table allocates the amortized cost basis of our loans held for investment portfolio based on our property type classification (dollars in thousands):
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property type | Number of loans | Amortized cost | Weighted average risk rating | Number of loans | Amortized cost | Weighted average risk rating | |||||||||||||
| Multifamily | 28 | $ | 1,732,023 | 3.0 | 35 | $ | 2,365,481 | 3.0 | |||||||||||
| Office | 8 | 685,197 | 3.1 | 17 | 1,396,005 | 3.6 | |||||||||||||
| Hotel | 7 | 373,980 | 2.8 | 7 | 466,311 | 2.7 | |||||||||||||
| Life Science | 4 | 372,324 | 3.0 | 4 | 310,577 | 3.0 | |||||||||||||
| Mixed-Use | 2 | 108,906 | 3.7 | 3 | 268,107 | 3.7 | |||||||||||||
| Industrial | 2 | 99,197 | 3.0 | 2 | 86,746 | 2.7 | |||||||||||||
| Self Storage | 1 | 66,818 | 3.0 | 1 | 56,804 | 3.0 | |||||||||||||
| Other | 1 | 38,331 | 3.0 | 1 | 28,643 | 3.0 | |||||||||||||
| Totals | 53 | $ | 3,476,776 | 3.0 | 70 | $ | 4,978,674 | 3.2 |
The weighted average risk rating of our loan portfolio was 3.0 as of December 31, 2023, as compared to 3.2 as of December 31, 2022.
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During the three months ended December 31, 2023, as part of our quarterly risk rating process, we assigned an initial risk rating of "3" to a newly-originated multifamily loan. We downgraded one multifamily loan and one mixed-use loan from "2" to "3" due to decreases in occupancy at each of the underlying properties, and we downgraded one multifamily loan from "3" to "4" due to a decrease in operating performance. We received repayment in full of one loan with a unpaid principal balance of $70.0 million and a risk rating of "3" as of September 30, 2023. We converted to REO three office loans, each with a risk rating of "5" and one multifamily loan with a risk rating of "4". We sold a multifamily loan and an office loan with an aggregate unpaid principal balance of $212.0 million, both with risk ratings of "5" as of September 30, 2023.
During the three months ended September 30, 2023, as part of our quarterly risk rating process, we assigned an initial risk rating of "3" to a newly-originated loan secured by two hotel properties. We downgraded one multifamily loan from risk category "4" to "5" due to deteriorating operating results, and one office loan from risk category "4" to "5" due to weak operating results due to tenant departures. We received repayment in full of two loans with a total unpaid principal balance of $261.3 million and a weighted average risk rating of 2.0 as of June 30, 2023. The two loan repayments were included within our hotel and multifamily property categories. We converted to REO one multifamily loan with a risk rating of "4". We sold a mixed-use loan and an office loan with an aggregate unpaid principal balance of $281.6 million, both with risk ratings of "5" as of June 30, 2023.
During the three months ended June 30, 2023, as part of our quarterly risk rating process, we downgraded three loans from risk category "4" to "5". We downgraded two office loans and one mixed-use loan from risk category "4" to "5" due to the continued deterioration of the office sector and property-specific operating trends. During the three months ended June 30, 2023, we received repayment in full of four loans with a total unpaid principal balance of $236.0 million and a weighted average risk rating of 2.8 as of March 31, 2023. The four loan repayments were included within our office and multifamily property categories. Additionally, during the three months ended June 30, 2023, we sold one office loan with an unpaid principal balance of $71.3 million with a risk rating of "5" as of March 31, 2023.
During the three months ended March 31, 2023, as part of our quarterly risk rating process, we upgraded one loan and did not downgrade any of our loans. We upgraded one hotel loan from risk category "4" to "3" due to continued improvement in property-level operating performance. During the three months ended March 31, 2023, we received repayment in full of three loans with a total unpaid principal balance of $144.4 million and a weighted average risk rating of 3.1 as of December 31, 2022. The three loan repayments were included within our office, multifamily, and industrial property categories and had risk ratings of "4", "3", and "2", respectively, as of December 31, 2022. The two new loan investments made during the three months ended March 31, 2023 were assigned an initial risk rating of "3".
Loan Modification Activity
Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications typically include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan maturity, modification of terms of interest rate cap agreements, and/or deferral of scheduled principal payments. In exchange for a modification, we often receive a partial repayment of principal, a short-term accrual of PIK interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or an increase in the loan coupon or additional loan fees. We continue to work with our borrowers to address issues as they arise while seeking to preserve the credit attributes of our loans. However, we cannot assure you that these efforts will be successful, and we may experience payment delinquencies, defaults, foreclosures, or losses.
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Allowance for Credit Losses
Our allowance for credit losses is influenced by the size and weighted average maturity date of our loans, loan quality, risk rating, delinquency status, loan-to-value ratio, historical loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. During the year ended December 31, 2023, we recorded a decrease of $144.8 million in our allowance for credit losses resulting in an aggregate CECL reserve of $69.8 million at year-end. The decrease in our allowance for credit losses was primarily attributable to loan resolutions during the year, including loan sales and REO conversions. This decrease was partially offset by an increase in the general reserve which includes macroeconomic assumptions that reflect ongoing concerns about growing geopolitical tensions, the potential impact of market volatility, the possibility of an economic recession, limited liquidity in the capital markets, distress in the banking sector and a slowdown in investment sales, and loan specific property-level performance trends such as shifting office market fundamentals and inflationary pressures that may cause operating margins to narrow.
While the ultimate impact of the macroeconomic outlook and property performance trends remain uncertain, we selected our macroeconomic outlook to address this uncertainty, and made specific forward-looking adjustments to the inputs of our loan-level calculations to reflect collateral operating performance, credit structure features of loan documents, variability in an economic climate marked by sustained higher interest rates, and other impacts to the broader economy.
The following table presents the allowance for credit losses for loans held for investment (dollars in thousands):
| December 31, 2023 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Allowance for credit losses: loans held for investment | Unpaid principal balance | Allowance for credit losses: unfunded commitments | Unfunded commitments | Total commitments | Total basis points | |||||||||||||
| General reserve | $ | 67,092 | $ | 3,484,052 | $ | 2,679 | $ | 183,293 | $ | 3,666,173 | 190 | bps | ||||||
| Specific reserve | — | — | — | — | — | |||||||||||||
| Total | $ | 67,092 | $ | 3,484,052 | $ | 2,679 | $ | 183,293 | $ | 3,666,173 | 190 | bps |
Investment Portfolio Financing
We finance our investment portfolio using secured financing agreements, including secured credit agreements, secured revolving credit facilities, mortgage loans payable, asset-specific financing arrangements, and collateralized loan obligations. In certain instances, we may create structural leverage and obtain matched-term financing through the co-origination or non-recourse syndication of a senior loan interest to a third party (a “non-consolidated senior interest”). We generally seek to match-fund and match-index our investments by minimizing the differences between the durations and indices of our investments and those of our liabilities, while minimizing our exposure to mark-to-market risk.
The following table details our investment portfolio financing arrangements (dollars in thousands):
| Outstanding principal balance | |||||||
|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2022 | ||||||
| Collateralized loan obligations | $ | 1,919,790 | $ | 2,461,170 | |||
| Secured credit agreements | 799,518 | 1,108,386 | |||||
| Secured revolving credit facility | 23,782 | 44,279 | |||||
| Asset-specific financing arrangements | 274,158 | 565,376 | |||||
| Mortgage loan payable | 31,200 | — | |||||
| Total | $ | 3,048,448 | $ | 4,179,211 |
All of our investment portfolio financing arrangements are floating rate indexed to Term SOFR except a single fixed-rate mortgage loan secured by an REO property in Houston, TX.
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As of December 31, 2023, non-mark-to-market financing sources accounted for 73.5% of our total loan portfolio borrowings. The remaining 26.5% of our loan portfolio borrowings, comprised primarily of our five secured credit agreements, are subject to credit marks only. As of December 31, 2023, we did not have any non-consolidated senior interests.
The following table summarizes our loan portfolio financing arrangements (dollars in thousands):
| Outstanding principal balance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||
| Loan portfolio financing arrangements | Basis of margin calls | Recourse percentage | Non-mark-to-market | Mark-to-market | Total | Non-mark-to-market | Mark-to-market | Total | ||||||||||||||||||||
| Secured credit agreements | ||||||||||||||||||||||||||||
| Goldman Sachs | Credit | 25.0 | % | $ | — | $ | 293,597 | $ | 293,597 | $ | — | $ | 385,338 | $ | 385,338 | |||||||||||||
| Wells Fargo | Credit | 25.0 | % | — | 335,606 | 335,606 | — | 422,002 | 422,002 | |||||||||||||||||||
| Barclays | Credit | 25.0 | % | — | 132,626 | 132,626 | — | 96,926 | 96,926 | |||||||||||||||||||
| Morgan Stanley | Credit | 25.0 | % | — | 1,824 | 1,824 | — | 55,579 | 55,579 | |||||||||||||||||||
| JP Morgan(1) | Credit and Spread | 25.0 | % | — | — | — | — | 112,676 | 112,676 | |||||||||||||||||||
| Bank of America | Credit | 25.0 | % | — | 35,865 | 35,865 | — | 35,865 | 35,865 | |||||||||||||||||||
| Institutional Lender 1(2) | Credit | 25.0 | % | — | — | — | — | — | — | |||||||||||||||||||
| — | 799,518 | 799,518 | — | 1,108,386 | 1,108,386 | |||||||||||||||||||||||
| Secured revolving credit facility | ||||||||||||||||||||||||||||
| Syndicate lenders | None | 100.0 | % | 23,782 | — | 23,782 | 44,279 | — | 44,279 | |||||||||||||||||||
| Asset-specific financing | ||||||||||||||||||||||||||||
| HSBC Facility | None | 20.0 | % | 82,143 | — | 82,143 | — | — | — | |||||||||||||||||||
| BMO Facility | None | 25.0 | % | 29,110 | — | 29,110 | 47,545 | — | 47,545 | |||||||||||||||||||
| Institutional Lender 2 | None | n.a | 141,526 | — | 141,526 | 392,070 | — | 392,070 | ||||||||||||||||||||
| Customers Bank | None | n.a | 21,379 | — | 21,379 | 20,609 | — | 20,609 | ||||||||||||||||||||
| Axos Bank | None | 15.0 | % | — | — | — | 105,152 | — | 105,152 | |||||||||||||||||||
| 274,158 | — | 274,158 | 565,376 | — | 565,376 | |||||||||||||||||||||||
| Collateralized loan obligations | ||||||||||||||||||||||||||||
| TRTX 2019-FL3 | None | n.a | 154,291 | — | 154,291 | 516,639 | — | 516,639 | ||||||||||||||||||||
| TRTX 2021-FL4 | None | n.a | 858,468 | — | 858,468 | 1,037,500 | — | 1,037,500 | ||||||||||||||||||||
| TRTX 2022-FL5 | None | n.a | 907,031 | — | 907,031 | 907,031 | — | 907,031 | ||||||||||||||||||||
| 1,919,790 | — | 1,919,790 | 2,461,170 | — | 2,461,170 | |||||||||||||||||||||||
| Total indebtedness | $ | 2,217,730 | $ | 799,518 | $ | 3,017,248 | $ | 3,070,825 | $ | 1,108,386 | $ | 4,179,211 | ||||||||||||||||
| Percentage of total indebtedness | 73.5% | 26.5% | 100.0% | 73.5% | 26.5% | 100.0% |
________________________________
(1)We opted not to exercise our option to extend this facility. Accordingly, this facility terminated by its terms on December 29, 2023.
(2)We opted not to exercise our option to extend this facility. Accordingly, this facility terminated by its terms on October 30, 2023.
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Secured Credit Agreements
As of December 31, 2023, aggregate borrowings outstanding under our secured credit agreements totaled $0.8 billion. As of December 31, 2023, the overall weighted average interest rate was the benchmark interest rate plus 2.00% per annum and the overall weighted average advance rate was 77.7%. As of December 31, 2023, outstanding borrowings under these arrangements had a weighted average term to extended maturity of 1.3 years assuming the exercise of all extension options and term out provisions. These secured credit agreements are generally 25.0% recourse to Holdco.
The following table details our secured credit agreements as of December 31, 2023 (dollars in thousands):
| Lender | Commitmentamount(1) | UPB of collateral | Advance rate | Approved borrowings | Outstanding balance | Undrawncapacity(2) | Availablecapacity(3) | Wtd. avg. credit spread(4) | Extendedmaturity(5) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Goldman Sachs(6) | $ | 500,000 | $ | 376,694 | 77.7 | % | $ | 298,190 | $ | 293,597 | $ | 4,593 | $ | 201,810 | 2.16 | % | 08/19/24 | |||||||||||||||
| Wells Fargo | 500,000 | 440,804 | 78.9 | 347,385 | 335,606 | 11,779 | 152,615 | 1.90 | 04/18/25 | |||||||||||||||||||||||
| Barclays | 500,000 | 178,827 | 75.3 | 132,626 | 132,626 | — | 367,374 | 1.98 | 08/13/26 | |||||||||||||||||||||||
| Morgan Stanley | 500,000 | 10,570 | 80.0 | 8,456 | 1,824 | 6,632 | 491,544 | 1.85 | 05/04/24 | |||||||||||||||||||||||
| Bank of America | 200,000 | 50,194 | 75.0 | 37,645 | 35,865 | 1,780 | 162,355 | 1.75 | 06/06/26 | |||||||||||||||||||||||
| Totals / weighted average | $ | 2,200,000 | $ | 1,057,089 | 77.7 | % | $ | 824,302 | $ | 799,518 | $ | 24,784 | $ | 1,375,698 | 2.00 | % |
________________________________
(1)Commitment amount represents the maximum amount of borrowings available under a given agreement once sufficient collateral assets have been approved by the lender and pledged by us.
(2)Undrawn capacity represents the positive difference between the borrowing amount approved by the lender against collateral assets pledged by us and the amount actually drawn against those collateral assets. The funding of such amounts is generally subject to the sole and absolute discretion of each lender.
(3)Represents the commitment amount less the approved borrowings, which amount is available to be borrowed provided we pledge, and the lender approves, additional collateral assets.
(4)Each secured credit agreement interest rate is subject to Term SOFR as its benchmark interest rate. The credit spread for each arrangement is added to Term SOFR to calculate the interest rate charged for each borrowing.
(5)Our ability to extend our secured credit agreements to the dates shown above is subject to satisfaction of certain conditions. Even if extended, our lenders retain sole discretion to determine whether to accept pledged collateral, and the advance rate and credit spread applicable to each borrowing thereunder.
(6)On January 31, 2024, we executed a two-year extension of the secured credit agreement through August 19, 2026. During the two-year extension period, new and revolving borrowings are permitted, after which the secured credit agreement automatically enters a two-year term-out period through August 19, 2028.
Once we identify an asset and the asset is approved by the secured credit agreement lender to serve as collateral (which lender’s approval is in its sole discretion), we and the lender may enter into a transaction whereby the lender advances to us a percentage of the value of the loan asset, which is referred to as the “advance rate.” In the case of borrowings under our secured credit agreements that are repurchase arrangements, this advance serves as the purchase price at which the lender acquires the loan asset from us with an obligation of ours to repurchase the asset from the lender for an amount equal to the purchase price for the transaction plus a price differential, which is calculated based on an interest rate. Advance rates are subject to negotiation between us and our secured credit agreement lenders.
For each transaction, we and the lender agree to a trade confirmation which sets forth, among other things, the asset purchase price, the maximum advance rate, the interest rate and the market value of the asset. For transactions under our secured credit agreements, the trade confirmation may also set forth any future funding obligations which are contemplated with respect to the specific transaction and/or the underlying loan asset and loan-specific margin maintenance provisions, described below.
Generally, our secured credit agreements allow for revolving balances, which allow us to voluntarily repay balances and draw again on existing available credit. The primary obligor on each secured credit agreement is a separate special purpose subsidiary of ours which is restricted from conducting activity other than activity related to the utilization of its secured credit agreement and the loans or loan interests that are originated or acquired by such subsidiary. As additional credit support, our holding company subsidiary, Holdco, provides certain guarantees of the obligations of its subsidiaries. Holdco’s liability is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the related agreement. However, this liability cap does not apply in the event of certain “bad boy” defaults which can trigger recourse to Holdco for losses or the entire outstanding obligations of the borrower depending on the nature of the “bad boy” default in question. Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity.
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Each of the recourse secured credit agreements have “margin maintenance” provisions, which are designed to allow the lender to maintain a certain margin of credit enhancement against the assets which serve as collateral. The lender’s margin amount is typically based on a percentage of the market value of the asset and/or mortgaged property collateral; however, certain secured credit agreements may also involve margin maintenance based on maintenance of a minimum debt yield with respect to the cash flow from the underlying real estate collateral. In certain cases, margin maintenance provisions can relate to minimum debt yields for pledged collateral considered as a whole, or limits on concentration of loan exposure measured by property type or loan type.
Our secured credit agreements contain defined mark-to-market provisions that permit the lenders to issue margin calls to us in the event that the collateral properties underlying our loans pledged to our lenders experience a non-temporary decline in value or net cash flow (“credit marks”). In the event that we experience market turbulence, we may be exposed to margin calls in connection with our secured credit agreements.
The maturity dates for each of our secured credit agreements are set forth in tables that appear earlier in this section. Our secured credit agreements generally have terms of between one and three years, but may be extended if we satisfy certain performance-based conditions. In the normal course of business, we maintain discussions with our lenders to extend, amend or otherwise optimize any financing agreements related to our loans.
As of December 31, 2023, the weighted average haircut (which is equal to one minus the advance rate percentage against collateral for our secured credit agreements taken as a whole) was 22.3% compared to 21.9% as of December 31, 2022.
The secured credit agreements also include cash management features which generally require that income from collateral loan assets be deposited in a lender-controlled account for distribution in accordance with a specified waterfall of payments designed to keep facility-related obligations current before such income is disbursed for our own account. The cash management features generally require the trapping of cash in such controlled account if an uncured default under our borrowing arrangement remains outstanding. Furthermore, some secured credit agreements may require an accelerated principal amortization schedule if the secured credit agreement is in its final extended term.
Notwithstanding that a loan asset may be subject to a financing arrangement and serve as collateral under a secured credit agreement, we retain the right to administer and service the loan and interact directly with the underlying obligors and sponsors of our loan assets so long as there is no default under the secured credit agreement, and so long as we do not engage in certain material modifications (including amendments, waivers, exercises of remedies, or releases of obligors and collateral, among other things) of the loan assets without the lender’s prior consent.
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Secured Revolving Credit Facility
On February 22, 2022, we closed a $250.0 million, secured revolving credit facility with a syndicate of 5 banks to provide interim funding of up to 180 days for newly-originated and existing loans. During the fourth quarter of 2022, an additional lender was added to the facility, increasing the borrowing capacity to $290.0 million. This facility has an initial term of three years, an interest rate of Term SOFR plus 2.00% that is payable monthly in arrears, and an unused fee of 15 or 20 basis points, depending upon whether utilization exceeds 50.0%. During the year ended December 31, 2023, the weighted average unused fee was 20 basis points. This facility is 100% recourse to Holdco. As of December 31, 2023, we pledged one loan investment with a collateral principal balance of $32.8 million and had outstanding Term SOFR-based borrowings of $23.8 million.
Asset-Specific Financing Arrangements
As of December 31, 2023, we had four separate asset-specific financing arrangements with four third-party lenders. On December 5, 2023, we closed a $90.6 million loan financing facility (the "HSBC Facility"). The HSBC Facility provides asset-specific financing on a non-mark-to-market basis with matched term. This facility is 20% recourse to Holdco. On November 17, 2022, we closed a $23.3 million asset-specific financing arrangement with Customers Bank. The arrangement provides non-mark-to-market matched term, non-recourse financing. On September 1, 2022, we closed a $397.9 million asset-specific financing arrangement with an Institutional Lender ("Institutional Lender 2"). The arrangement provides non-mark-to-market matched term, non-recourse financing. On June 30, 2022, we closed a $200.0 million loan financing facility (the "BMO Facility"). The BMO Facility provides asset-specific financing on a non-mark-to-market basis with matched term. This facility is 25% recourse to Holdco.
The following table details our asset-specific financing arrangements (dollars in thousands):
| December 31, 2023 | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financing | Collateral | ||||||||||||||||||||||||||||||
| Asset-specific financing | Count | Commitment amount | Outstanding principal balance | Carrying value(1) | Wtd. avg. spread(2) | Wtd. avg. term(3) | Count | Outstanding principal balance | Amortized Cost | Wtd. avg. term | |||||||||||||||||||||
| HSBC Facility | 1 | $ | 90,564 | $ | 82,143 | $ | 81,351 | 2.1 | % | 3.5 | 3 | $ | 117,343 | $ | 116,694 | 3.5 | |||||||||||||||
| BMO Facility | 1 | 200,000 | 29,110 | 28,883 | 2.0 | % | 3.7 | 1 | 37,623 | 37,370 | 3.7 | ||||||||||||||||||||
| Institutional Lender 2(4) | 1 | 141,526 | 141,526 | 141,526 | 3.5 | % | 1.1 | 2 | 136,057 | 134,319 | 1.4 | ||||||||||||||||||||
| Customers Bank | 1 | 23,250 | 21,379 | 21,050 | 2.5 | % | 3.7 | 1 | 28,956 | 28,784 | 3.7 | ||||||||||||||||||||
| Total / weighted average | $ | 455,340 | $ | 274,158 | $ | 272,810 | 2.8 | % | 2.3 years | $ | 319,979 | $ | 317,167 | 2.6 years |
_______________________
(1)Net of $1.3 million unamortized deferred financing costs.
(2)Collateral loan assets and related financings are indexed to Term SOFR.
(3)Borrowings are term-matched to the corresponding collateral loan asset. The weighted-average term assumes all extension options of the collateral loan asset are exercised by the borrower.
(4)Collateral includes one loan and a receivable owed pursuant to the terms of a co-lender agreement and servicing agreement, of which $88.0 million of this borrowing was repaid in January 2024.
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Collateralized Loan Obligations
As of December 31, 2023, we had three collateralized loan obligations, TRTX 2022-FL5, TRTX 2021-FL4, and TRTX 2019-FL3, totaling $1.9 billion, financing $2.5 billion, or 71.5%, of our loans held for investment portfolio, and holding $247.2 million of cash for investment in eligible loan collateral. As of December 31, 2023, our CRE CLOs provide low cost, non-mark-to-market, non-recourse financing for 63.6% of our loan portfolio borrowings. The collateralized loan obligations bear a weighted average interest rate of Term SOFR plus 1.95%, have a weighted average advance rate of 79.3%, and include a reinvestment feature that allows us to contribute existing or new loan investments in exchange for proceeds from loan repayments held by the CRE CLOs.
The following table details the loan collateral and borrowings under our CRE CLOs (dollars in thousands):
| December 31, 2023 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CRE CLOs | Count | Benchmark interest rate | Outstanding principal balance | Carrying value(1) | Wtd. avg. spread(2) | Wtd. avg. maturity(3) | |||||||||
| TRTX 2019-FL3 | |||||||||||||||
| Collateral loan investments | 5 | Term SOFR(4) | $ | 345,150 | $ | 220,562 | 3.66 | % | 1.7 | ||||||
| Financing provided | 1 | Term SOFR(4) | 154,291 | 154,291 | 2.38 | % | 10.8 | ||||||||
| TRTX 2021-FL4 | |||||||||||||||
| Collateral loan investments | 21 | Term SOFR(5) | 1,070,968 | 961,604 | 3.63 | % | 2.5 | ||||||||
| Financing provided | 1 | Term SOFR(5) | 858,468 | 856,747 | 1.80 | % | 14.2 | ||||||||
| TRTX 2022-FL5 | |||||||||||||||
| Collateral loan investments | 15 | Term SOFR(6) | 1,075,000 | 1,059,239 | 3.61 | % | 3.0 | ||||||||
| Financing provided | 1 | Term SOFR(6) | 907,031 | 904,136 | 2.02 | % | 15.1 | ||||||||
| Total | |||||||||||||||
| Collateral loan investments(7) | 41 | Term SOFR | $ | 2,491,118 | $ | 2,241,405 | 3.62 | % | 2.6 years | ||||||
| Financing provided(8) | 3 | Term SOFR | $ | 1,919,790 | $ | 1,915,174 | 1.95 | % | 14.3 years |
________________________________
(1)Includes loan amounts held in our CRE CLO investment structures and does not include other loans held for investment, net of $3.9 million held within the Sub-REIT structure.
(2)Weighted average spread excludes the amortization of loan fees and deferred financing costs.
(3)Loan term represents weighted-average final maturity, assuming extension options are exercised by the borrower. Repayments of CRE CLO notes are dependent on timing of underlying loan repayments post-reinvestment period. The term of the CRE CLO notes represents the rated final distribution date.
(4)On October 1, 2021, the benchmark index interest rate for borrowings under TRTX 2019-FL3 was converted from Compounded SOFR to Term SOFR by the designated transaction representative under the FL3 indenture. We exercised our right to convert the mortgage assets' benchmark interest rate from LIBOR to Term SOFR to eliminate the difference between benchmark rates used for the assets and liabilities of the CRE CLO. As of December 31, 2023, the TRTX 2019-FL3 mortgage assets are indexed to Term SOFR.
(5)On May 15, 2023, the benchmark index interest rate for borrowings under TRTX 2021-FL4 was converted from LIBOR to Term SOFR by the designated transaction representative under the FL4 indenture. We exercised our right to convert the mortgage assets' benchmark interest rate from LIBOR to Term SOFR to eliminate the difference between benchmark rates used for the assets and liabilities of the CRE CLO.
(6)We had the ability to convert the interest rate benchmark from Compounded SOFR to Term SOFR once 50% of the underlying mortgage loans were converted to Term SOFR. On September 12, 2023, the benchmark interest rate for borrowings under TRTX 2022-FL5 was converted from Compounded SOFR to Term SOFR. As of December 31, 2023, all of the TRTX 2022-FL5 mortgage assets are indexed to Term SOFR.
(7)Collateral loan investment assets of FL3, FL4 and FL5 represent 9.9%, 30.7% and 30.9% of the aggregate unpaid principal balance of our loans held for investment portfolio as of December 31, 2023.
(8)During the three months ended December 31, 2023, we recognized interest expense of $38.2 million, which includes $1.5 million of deferred financing cost amortization. During the year ended December 31, 2023, we recognized interest expense of $153.3 million, which includes $5.0 million of deferred financing cost amortization.
During the year ended December 31, 2023, we utilized our eligible reinvestment feature related to TRTX 2021-FL4 sixteen times, recycling repayment of loan principal received of $384.4 million. During the year ended December 31, 2023, we utilized our eligible reinvestment feature related to TRTX 2022-FL5 three times, recycling $80.1 million of principal repayments received. The reinvestment period for TRTX 2019-FL3 ended on October 11, 2021. The reinvestment period for TRTX 2021-FL4 ended on March 11, 2023. In accordance with the TRTX 2021-FL4 indenture, prior to the end of the reinvestment period on March 11, 2023, we committed to contribute certain assets and completed the contribution process by mid-May 2023.
See Note 5 to our Consolidated Financial Statements included in this Form 10-K for details about our CRE CLO reinvestment feature.
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Mortgage Loan Payable
Through a wholly-owned, special purpose subsidiary, we are the borrower under a $31.2 million mortgage loan secured by a deed of trust against an REO asset. The first mortgage loan was provided by an institutional lender, has an interest-only five year term and bears interest at a rate of 7.7%. As of December 31, 2023, the carrying value of the loan was $30.6 million.
Non-Consolidated Senior Interests and Retained Mezzanine Loans
In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party, we retain on our balance sheet a mezzanine loan.
As of December 31, 2023, there are no non-consolidated senior interests or retained mezzanine loans outstanding.
Financial Covenants for Outstanding Borrowings
For a description of our financial covenants and guarantees for outstanding borrowings related to our secured financing agreements, see Note 6 to our Consolidated Financial Statements included in this Form 10-K.
We were in compliance with all financial covenants for our secured credit agreements and secured revolving credit facility to the extent of outstanding balances as of December 31, 2023. Effective September 30, 2023, we obtained from our lenders a waiver with respect to the minimum interest coverage ratio covenant. This waiver reduced the minimum interest coverage ratio to 1.30 to 1.0 from 1.40 to 1.0 for the quarters ended September 30, 2023 and December 31, 2023. The interest coverage ratio threshold will revert to 1.40 to 1.0 for the quarter ending March 31, 2024 and thereafter. We were in compliance with all financial covenants for our secured credit agreements and secured revolving credit facility to the extent of outstanding balances as of December 31, 2022.
If we fail to satisfy any of the covenants in our financing arrangements and are unable to obtain a waiver or other suitable relief from the lenders, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could significantly limit our financing alternatives, which could cause us to curtail our investment activities or dispose of assets when we otherwise would not choose to do so. Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes.
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Floating Rate Portfolio
Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices. Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income, subject to the impact of interest rate floors in our mortgage loan investment portfolio. As of December 31, 2023, 100.0% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in $0.5 billion of net floating rate exposure, subject to the impact of interest rate floors on all our floating rate loans and less than 1.2% of our liabilities. Subject to the specific footnote disclosures in the preceding tables describing our revolving credit facilities, secured financing arrangements, asset-specific financing arrangements and CRE CLOs, and the table that follows, our liabilities are generally index-matched to each loan investment asset, resulting in a net exposure to movements in floating benchmark interest rates that varies based on the relative proportion of floating rate assets and liabilities.
The following table details the net floating rate exposure of our loan portfolio by unpaid principal balance as of December 31, 2023 (dollars in thousands):
| Net exposure | ||
|---|---|---|
| Floating rate mortgage loan assets(1) | $ | 3,484,052 |
| Floating rate mortgage loan liabilities(1)(2) | (3,017,248) | |
| Total floating rate mortgage loan exposure, net | $ | 466,804 |
__________________________________
(1)As of December 31, 2023, all of our floating rate mortgage loan assets and all of our outstanding floating rate mortgage loan liabilities were subject to Term SOFR as the benchmark interest rate.
(2)Floating rate liabilities include secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements and collateralized loan obligations.
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Interest-Earning Assets and Interest-Bearing Liabilities
The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for our loan portfolio (dollars in thousands):
| Three Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | September 30, 2023 | ||||||||||||||||||||
| Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield /financing cost(2) | Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | ||||||||||||||||
| Core Interest-earning assets: | |||||||||||||||||||||
| First mortgage loans | $ | 3,889,996 | $ | 84,062 | 8.6 | % | $ | 4,346,596 | $ | 90,046 | 8.3 | % | |||||||||
| Core interest-earning assets | $ | 3,889,996 | $ | 84,062 | 8.6 | % | $ | 4,346,596 | $ | 90,046 | 8.3 | % | |||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| Collateralized loan obligations | 1,956,974 | 38,204 | 7.8 | % | $ | 2,040,340 | $ | 38,334 | 7.5 | % | |||||||||||
| Secured credit agreements | 993,340 | 18,826 | 7.6 | % | 1,062,256 | 20,670 | 7.8 | % | |||||||||||||
| Secured revolving credit facility | 18,091 | 710 | 15.7 | % | 19,728 | 765 | 15.5 | % | |||||||||||||
| Asset-specific financing arrangements | 193,689 | 4,417 | 9.1 | % | 405,039 | 10,037 | 9.9 | % | |||||||||||||
| Mortgage loan payable | 31,200 | 648 | 7.7 | % | 31,200 | 691 | 7.7 | % | |||||||||||||
| Total interest-bearing liabilities | $ | 3,193,294 | $ | 62,805 | 7.9 | % | $ | 3,558,563 | $ | 70,497 | 7.9 | % | |||||||||
| Net interest income(3) | $ | 21,257 | $ | 19,549 | |||||||||||||||||
| Other Interest-earning assets: | |||||||||||||||||||||
| Cash equivalents | $ | 247,451 | $ | 2,918 | 4.7 | % | $ | 302,540 | $ | 2,309 | 3.1 | % | |||||||||
| Accounts receivable from servicer/trustee | 251,157 | 3,036 | 4.8 | % | 252,653 | 2,625 | 4.2 | % | |||||||||||||
| Total interest-earning assets | $ | 4,388,604 | $ | 90,016 | 8.2 | % | $ | 4,901,789 | $ | 94,980 | 7.8 | % |
___________________________________
(1)Based on amortized cost for loans held for investment and interest-bearing liabilities as of December 31, 2023. Calculated balances as the month-end averages.
(2)Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.
(3)Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income and comprehensive income.
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The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for our loan portfolio (dollars in thousands):
| Years Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||
| Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield /financing cost(2) | Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | ||||||||||||||||
| Core Interest-earning assets: | |||||||||||||||||||||
| First mortgage loans | $ | 4,491,580 | $ | 362,550 | 8.1 | % | $ | 5,187,304 | $ | 100,325 | 7.7 | % | |||||||||
| Core interest-earning assets | $ | 4,491,580 | $ | 362,550 | 8.1 | % | $ | 5,187,304 | $ | 100,325 | 7.7 | % | |||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| Collateralized loan obligations | 2,133,013 | 153,347 | 7.2 | % | $ | 2,465,513 | $ | 34,653 | 5.6 | % | |||||||||||
| Secured credit agreements | 1,056,303 | 74,876 | 7.1 | % | 1,126,097 | 16,983 | 6.0 | % | |||||||||||||
| Secured revolving credit facility | 55,960 | 5,050 | 9.0 | % | 116,770 | 1,845 | 6.3 | % | |||||||||||||
| Asset-specific financing arrangements | 417,687 | 39,189 | 9.4 | % | 555,944 | 11,693 | 8.4 | % | |||||||||||||
| Mortgage loan payable | 31,200 | 1,400 | 7.7 | % | — | — | — | % | |||||||||||||
| Total interest-bearing liabilities | $ | 3,694,163 | $ | 273,862 | 7.4 | % | $ | 4,264,324 | $ | 65,174 | 6.1 | % | |||||||||
| Net interest income(3) | $ | 88,688 | $ | 35,151 | |||||||||||||||||
| Other Interest-earning assets: | |||||||||||||||||||||
| Cash equivalents | $ | 246,336 | $ | 7,788 | 3.2 | % | $ | 216,858 | $ | 870 | 1.6 | % | |||||||||
| Accounts receivable from servicer/trustee | 316,750 | 11,344 | 3.6 | % | 334,245 | 1,163 | 1.4 | % | |||||||||||||
| Total interest-earning assets | $ | 5,054,666 | $ | 381,682 | 7.6 | % | $ | 5,738,407 | $ | 102,358 | 7.1 | % |
____________________________________
(1)Based on amortized cost for loans held for investment and interest-bearing liabilities as of December 31, 2023. Calculated balances as the month-end averages.
(2)Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.
(3)Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income and comprehensive income.
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Our Results of Operations
Operating Results
Comparison of the Three Months Ended December 31, 2023 and September 30, 2023
The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | September 30, 20232 | Variance | ||||||||
| Interest income and interest expense | ||||||||||
| Interest income | $ | 84,062 | $ | 90,046 | $ | (5,984) | ||||
| Interest expense | (62,805) | (70,497) | 7,692 | |||||||
| Net interest income | 21,257 | 19,549 | 1,708 | |||||||
| Other revenue | ||||||||||
| Other income, net | 5,957 | 5,439 | 518 | |||||||
| Revenue from real estate owned operations | 4,273 | 2,028 | 2,245 | |||||||
| Total other revenue | 10,230 | 7,467 | 2,763 | |||||||
| Other expenses | ||||||||||
| Professional fees | 2,536 | 1,257 | 1,279 | |||||||
| General and administrative | 970 | 718 | 252 | |||||||
| Stock compensation expense | 3,259 | 1,153 | 2,106 | |||||||
| Servicing and asset management fees | 551 | 648 | (97) | |||||||
| Management fee | 4,913 | 5,545 | (632) | |||||||
| Expenses from real estate owned operations | 2,586 | 3,098 | (512) | |||||||
| Total other expenses | 14,815 | 12,419 | 2,396 | |||||||
| Gain on sale of real estate owned, net | 7,028 | — | 7,028 | |||||||
| Credit loss expense, net | (17,254) | (75,805) | 58,551 | |||||||
| Income (loss) before income taxes | 6,446 | (61,208) | 67,654 | |||||||
| Income tax expense, net | (65) | (5) | (60) | |||||||
| Net income (loss) | $ | 6,381 | $ | (61,213) | $ | 67,594 | ||||
| Preferred stock dividends and participating securities' share in earnings | (3,749) | (3,423) | (326) | |||||||
| Net income (loss) attributable to common stockholders - see Note 11 | $ | 2,632 | $ | (64,636) | $ | 67,268 | ||||
| Other comprehensive income (loss) | ||||||||||
| Net income (loss) | $ | 6,381 | $ | (61,213) | $ | 67,594 | ||||
| Comprehensive net income (loss) | $ | 6,381 | $ | (61,213) | $ | 67,594 | ||||
| Earnings (loss) per common share, basic(1) | $ | 0.03 | $ | (0.83) | $ | 0.86 | ||||
| Earnings (loss) per common share, diluted(1) | $ | 0.03 | $ | (0.83) | $ | 0.86 | ||||
| Dividends declared per common share | $ | 0.24 | $ | 0.24 | $ | — |
___________________________________
(1)Basic and diluted earnings per common share are computed independently based on the weighted-average shares of common stock outstanding. Diluted earnings per common share also includes the impact of participating securities outstanding plus any incremental shares that would be outstanding assuming the exercise of the Warrants.
(2)Additional information regarding our consolidated results of operations and financial performance for the three months ended September 30, 2023 can be found in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on October 31, 2023.
Net Interest Income
Net interest income increased by $1.7 million to $21.3 million during the three months ended December 31, 2023 compared to $19.5 million for the three months ended September 30, 2023. The increase was primarily due to repayments on our secured financing arrangements during the fourth quarter related to full loan repayments, loan sales and REO conversions.
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Other Revenue
Other revenue increased $2.8 million for the three months ended December 31, 2023 compared to the three months ended September 30, 2023 primarily due to revenue earned in connection with the sale of an in-the-money rate cap that was collaterally-assigned to us as part of a multifamily loan that was converted to REO and later sold, and an increase in interest rates earned on higher cash balances during the period.
Other Expenses
Other expenses increased $2.4 million for the three months ended December 31, 2023 compared to the three months ended September 30, 2023, primarily due to an increase in stock compensation expense and professional fees offset by a decrease in management fee expense.
Gain on Sale of Real Estate Owned, net
During the three months ended December 31, 2023, we sold a multifamily REO property for net cash proceeds of $75.4 million and recognized a gain on sale of real estate owned, net of $7.0 million. We did not sell any real estate owned during the three months ended September 30, 2023.
Credit Loss Expense
Credit loss expense decreased by $58.6 million for the three months ended December 31, 2023 compared to the three months ended September 30, 2023. The decrease to our credit loss expense was primarily due to the realized losses on loan sales and REO conversions of $184.1 million during the period as compared to $117.5 million during the prior quarter, which includes the reversal of previously recorded credit loss expense. This decrease was partially offset by an increase in our allowance for credit losses due to weakening credit indicators, rising interest rates, and an uncertain macroeconomic outlook. See Notes 3 and 15 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our allowance for credit losses, risk ratings, and property type concentration risk.
Preferred Stock Dividends and Participating Securities Share in Earnings
During each of the three month periods ended December 31, 2023 and September 30, 2023, we declared and paid a cash dividend of $3.1 million related to our Series C Preferred Stock.
Dividends Declared Per Common Share
During the three months ended December 31, 2023, we declared cash dividends of $0.24 per common share, or $19.2 million. During the three months ended September 30, 2023, we declared cash dividends of $0.24 per common share, or $18.9 million.
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Comparison of the Years Ended December 31, 2023 and December 31, 2022
The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):
| Years Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2022 | Variance | ||||||||
| Interest income and interest expense | ||||||||||
| Interest income | $ | 362,550 | $ | 302,860 | $ | 59,690 | ||||
| Interest expense | (273,862) | (160,755) | (113,107) | |||||||
| Net interest income | 88,688 | 142,105 | (53,417) | |||||||
| Other revenue | ||||||||||
| Other income, net | 19,875 | 2,849 | 17,026 | |||||||
| Revenue from real estate owned operations | 7,829 | — | 7,829 | |||||||
| Total other revenue | 27,704 | 2,849 | 24,855 | |||||||
| Other expenses | ||||||||||
| Professional fees | 6,695 | 4,735 | 1,960 | |||||||
| General and administrative | 3,845 | 4,399 | (554) | |||||||
| Stock compensation expense | 8,029 | 5,052 | 2,977 | |||||||
| Servicing and asset management fees | 1,352 | 1,975 | (623) | |||||||
| Management fee | 22,426 | 23,455 | (1,029) | |||||||
| Incentive management fee | — | 5,183 | (5,183) | |||||||
| Expenses from real estate owned operations | 7,532 | — | 7,532 | |||||||
| Total other expenses | 49,879 | 44,799 | 5,080 | |||||||
| Gain on sale of real estate owned, net | 7,028 | 13,291 | (6,263) | |||||||
| Credit loss expense, net | (189,912) | (172,982) | (16,930) | |||||||
| (Loss) income before income taxes | (116,371) | (59,536) | (56,835) | |||||||
| Income tax expense, net | (259) | (530) | 271 | |||||||
| Net (loss) income | $ | (116,630) | $ | (60,066) | $ | (56,564) | ||||
| Preferred stock dividends and participating securities' share in earnings | (14,275) | (13,578) | (697) | |||||||
| Net (loss) income attributable to common stockholders - see Note 11 | $ | (130,905) | $ | (73,644) | $ | (57,261) | ||||
| Other comprehensive income (loss) | ||||||||||
| Net (loss) income | $ | (116,630) | $ | (60,066) | $ | (56,564) | ||||
| Comprehensive net income (loss) | $ | (116,630) | $ | (60,066) | $ | (56,564) | ||||
| (Loss) earnings per common share, basic(1) | $ | (1.69) | $ | (0.95) | $ | (0.74) | ||||
| (Loss) earnings per common share, diluted(1) | $ | (1.69) | $ | (0.95) | $ | (0.74) | ||||
| Dividends declared per common share | $ | 0.96 | $ | 0.96 | $ | — |
___________________________________
(1)Basic and diluted earnings per common share are computed independently based on the weighted-average shares of common stock outstanding. Diluted earnings per common share also includes the impact of participating securities outstanding plus any incremental shares that would be outstanding assuming the exercise of the Warrants.
Net Interest Income
Net interest income decreased $53.4 million to $88.7 million during the year ended December 31, 2023 compared to $142.1 million for the year ended December 31, 2022. The decrease was primarily due to an increase in the number of loans placed on non-accrual, including those on cost-recovery, which totaled ten throughout the year ended December 31, 2023 compared to none during the comparable period. Our weighted average interest rate floors increased from 0.85% as of December 31, 2022 to 1.09% as of December 31, 2023.
Other Revenue
Other revenue increased $24.9 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to an increase in interest rates earned on our cash balances as well as revenue earned from real estate owned operations from an office property acquired through a deed-in-lieu of foreclosure during the second quarter of 2023.
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Other Expenses
Other expenses increased $5.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to an increase in expenses from real estate owned operations of $7.5 million from an office property acquired through a deed-in-lieu of foreclosure during the second quarter of 2023 and an increase in stock compensation of $3.0 million for the year ended December 31, 2023 compared to the same period in 2022. This increase was partially offset by a decrease in incentive management fee expense of $5.2 million earned during the year ended December 31, 2022 compared to no incentive management fee expense for the same period in 2023.
Gain on Sale of Real Estate Owned, net
During the year ended December 31, 2023, we sold a multifamily REO property for net cash proceeds of $75.4 million and recognized a gain on sale of real estate owned, net of $7.0 million. During the year ended December 31, 2022, we sold a 10-acre parcel of REO property for net cash proceeds of $73.9 million and recognized a gain on sale of real estate owned, net of $13.3 million.
Credit Loss Expense
Credit loss expense increased by $16.9 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to a $189.9 million increase to our allowance for credit losses during the year ended December 31, 2023 compared to a $173.0 million increase recognized during the comparable period. The credit loss expense increase during the year ended December 31, 2023, was primarily due to an increase of $79.6 million related to realized losses on loan resolutions, partially offset by a decline in the general CECL reserve of $62.6 million resulting from changes in macroeconomic conditions and investment activity during the current year. See Note 3 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our allowance for credit losses and risk ratings.
Preferred Stock Dividends and Participating Securities Share in Earnings
During each of the year ended periods ended December 31, 2023 and 2022, we declared and paid cash dividends of $12.6 million related to our Series C Preferred Stock.
Dividends Declared Per Common Share
During the year ended December 31, 2023, we declared cash dividends of $0.96 per common share, or $76.0 million. During the year ended December 31, 2022, we declared cash dividends of $0.96 per common share, or $75.1 million.
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Liquidity and Capital Resources
Capitalization
We have capitalized our business to-date through, among other things, the issuance and sale of shares of our common stock, issuance of Series C Preferred Stock classified as permanent equity, issuance of Series B Preferred Stock treated as temporary equity, borrowings under secured credit agreements, secured revolving credit facilities, collateralized loan obligations, mortgage loan payable, asset-specific financings, and non-consolidated senior interests. As of December 31, 2023, we had outstanding 77.9 million shares of our common stock representing $0.9 billion of stockholders’ equity, $194.4 million of Series C Preferred Stock, and $3.0 billion of outstanding borrowings used to finance our investments and operations.
See Notes 5 and 6 to our Consolidated Financial Statements included in this Form 10-K for details regarding our borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financings and collateralized loan obligations.
Debt-to-Equity Ratio and Total Leverage Ratio
The following table presents our Debt-to-Equity ratio and Total Leverage ratio:
| December 31, 2023 | December 31, 2022 | ||
|---|---|---|---|
| Debt-to-equity ratio(1) | 2.53x | 2.97x | |
| Total leverage ratio(2) | 2.53x | 2.97x |
__________________________________
(1)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable, less cash, to (ii) total stockholders’ equity, at period end.
(2)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable, plus non-consolidated senior interests sold or co-originated (if any), less cash, to (ii) total stockholders’ equity, at period end.
Sources of Liquidity
Our primary sources of liquidity include cash and cash equivalents, available borrowings under secured credit agreements, available borrowings under our asset-specific financing arrangements, capacity in our collateralized loan obligations available for reinvestment, and a secured revolving credit facility.
Our current sources of near-term liquidity are set forth in the following table (dollars in thousands):
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 206,376 | $ | 254,050 | ||
| Secured credit agreements | 24,784 | 38,380 | ||||
| Secured revolving credit facility | — | 556 | ||||
| Asset-specific financing arrangements | 1,592 | 770 | ||||
| Collateralized loan obligation proceeds held at trustee | 247,229 | 297,168 | ||||
| Total | $ | 479,981 | $ | 590,924 |
Our existing loan portfolio may provide us with liquidity as loans are repaid or sold, in whole or in part, of which some proceeds may be included in accounts receivable from our servicers until released and the proceeds from such repayments become available for us to reinvest. For the year ended December 31, 2023, loan repayments (including $0.5 million of accrued PIK interest) totaled $891.1 million, and loan sales totaled $247.6 million. We held unencumbered loan investments with an aggregate unpaid principal balance of $97.8 million that are eligible to pledge under our existing financing arrangements. Additionally, proceeds from the sale of REO properties may provide us with liquidity. For the year ended December 31, 2023, proceeds from the sale of REO totaled $75.4 million.
Uses of Liquidity
In addition to our ongoing loan activity, our primary liquidity needs include interest and principal payments under our $3.0 billion of outstanding borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements, and collateralized loan obligations, the repurchase or deleveraging of loans, $183.3 million of unfunded loan commitments on our loans held for investment, dividend distributions to our preferred and common stockholders, and operating expenses.
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Consolidated Cash Flows
Our primary cash flow activities involve actively managing our investment portfolio, originating floating rate, first mortgage loan investments, and raising capital through public offerings of our equity and debt securities.
The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash balances (dollars in thousands):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Cash flows provided by operating activities | $ | 80,126 | $ | 100,496 | ||
| Cash flows provided by (used in) investing activities | 1,095,385 | (452,561) | ||||
| Cash flows (used in) provided by financing activities | (1,222,808) | 345,341 | ||||
| Net change in cash, cash equivalents, and restricted cash | $ | (47,297) | $ | (6,724) |
Operating Activities
During the year ended December 31, 2023 and 2022, cash flows provided by operating activities totaled $80.1 million and $100.5 million, respectively, primarily related to a decline in net interest income and an increase in operating expenses.
Investing Activities
During the year ended December 31, 2023, cash flows provided by investing activities totaled $1.1 billion primarily due to loan repayments of $1.1 billion, proceeds from the sale of loans held for investment of $247.6 million, and proceeds from the sale of real estate owned of $75.4 million, offset by new loan originations and acquisitions of $194.7 million, advances on loans of $140.5 million, and capital expenditures related to real estate owned of $5.4 million. During the year ended December 31, 2022 cash flows used in investing activities totaled $452.6 million primarily due to new loan originations of $1.5 billion and advances on loans and capital expenditures related to real estate owned of $145.2 million and $5.1 million, respectively, offset by loan repayments of $1.1 billion and proceeds from the sale of real estate owned of $154.7 million.
Financing Activities
During the year ended December 31, 2023, cash flows used in financing activities totaled $1,222.8 million primarily due to repayments of CRE CLO liabilities of $541.4 million as a result of the repayment of underlying loans, payments on secured financing agreements of $814.2 million, payments on asset-specific financing arrangements of $386.2 million and payment of dividends on our common stock and Series C Preferred Stock of $88.4 million, offset by borrowings on our secured financing agreements of $484.8 million, borrowings on our asset-specific financing arrangements of $94.9 million and proceeds from mortgage loan payable of $31.2 million. During the year ended December 31, 2022, cash flows provided by financing activities totaled $345.3 million primarily due to proceeds from the issuance of TRTX 2022-FL5 of $907.0 million, borrowings on our secured financing agreements of $1.3 billion, borrowings on our asset-specific financing arrangements of $584.8 million, offset by payments on CRE CLOs of $1.0 billion (of which $600.8 million related to the redemption of TRTX 2018-FL2), payments on secured financing agreements of $1.3 billion, payments on asset-specific financing arrangements of $19.5 million, and payment of dividends on our common stock and Series C Preferred Stock of $92.9 million.
See Note 5 to our Consolidated Financial Statements included in this Form 10-K for additional details related to our CRE CLO financing activities.
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Material Cash Requirements
Contractual Obligations and Commitments
Our contractual obligations and commitments as of December 31, 2023 were as follows (dollars in thousands):
| Total obligation | Payment timing | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1 to 3 Years | 3 to 5 Years | More than 5 Years | |||||||||||||||
| Unfunded loan commitments(1) | $ | 183,293 | $ | 73,723 | $ | 105,827 | $ | 3,743 | $ | — | ||||||||
| Collateralized loan obligations—principal(2) | 1,919,790 | 557,379 | 781,802 | 580,609 | — | |||||||||||||
| Secured credit agreements—principal(3) | 799,518 | 295,421 | 504,097 | — | — | |||||||||||||
| Secured revolving credit facility—principal(3) | 23,782 | — | 23,782 | — | — | |||||||||||||
| Asset-specific financing arrangements—principal(4) | 274,158 | 88,046 | 71,312 | 114,800 | — | |||||||||||||
| Mortgage loan payable—principal | 31,200 | — | — | 31,200 | — | |||||||||||||
| Collateralized loan obligations—interest(5) | 312,611 | 122,478 | 142,800 | 47,333 | — | |||||||||||||
| Secured credit agreements—interest(5) | 68,572 | 51,394 | 17,178 | — | — | |||||||||||||
| Secured revolving credit facility—interest(3) | 2,035 | 1,773 | 262 | — | — | |||||||||||||
| Asset-specific financing arrangements—interest(5) | 49,646 | 15,381 | 28,105 | 6,160 | — | |||||||||||||
| Mortgage loan payable—interest | 10,969 | 2,428 | 4,856 | 3,685 | — | |||||||||||||
| Total | $ | 3,675,574 | $ | 1,208,023 | $ | 1,680,021 | $ | 787,530 | $ | — |
________________________________________
(1)The allocation of our unfunded loan commitments for our loans held for investment portfolio is based on the earlier of the commitment expiration date and the loan maturity date.
(2)Collateralized loan obligation liabilities are based on the fully extended maturity of mortgage loan collateral, considering the reinvestment window of our collateralized loan obligation.
(3)The allocation of secured credit agreements and secured revolving credit facility is based on the extended maturity date for those secured financing agreements where extensions are at our option, subject to no default, or the current maturity date of those facilities where extension options are subject to counterparty approval.
(4)The allocation of asset-specific financing arrangements are based on the fully extended maturity date of the underlying mortgage loan collateral.
(5)Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured debt agreements, asset-specific financing arrangements and collateralized loan obligations and the interest rates 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 our related liabilities are indexed to Term SOFR.
With respect to our debt obligations that are contractually due within the next five years, we plan to employ several strategies to meet these obligations, including: (i) exercising maturity date extension options that exist in our current financing arrangements; (ii) negotiating extensions of terms with our providers of credit; (iii) periodically accessing the private and public equity and debt capital markets to raise cash to fund new investments or the repayment of indebtedness; (iv) the issuance of additional structured finance vehicles, such as collateralized loan obligations similar to TRTX 2022-FL5, TRTX 2021-FL4, or TRTX 2019-FL3 as a method of financing; (v) term loans with private lenders; (vi) selling loans and REO to generate cash to repay our debt obligations; and/or (vii) applying repayments from underlying loans to satisfy the debt obligations which they secure. Although these avenues have been available to us in the past, we cannot offer any assurance that we will be able to access any or all of these alternatives in the future.
We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. During the year ended December 31, 2023, our Manager did not earn an incentive management fee. See Note 10 to our Consolidated Financial Statements included in this Form 10-K for additional terms and details of the fees payable under our Management Agreement.
As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. In 2017, the IRS issued a revenue procedure permitting “publicly offered” REITs to make elective stock dividends (i.e. dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. Pursuant to this revenue procedure, we may elect to make future distributions of our taxable income in a mixture of stock and cash.
Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described above. See Note 9 to our Consolidated Financial Statements included in this Form 10-K for additional details.
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Corporate Activities
Dividends
Upon the approval of our Board of Directors, we accrue dividends. We intend to distribute each year not less than 90% of our taxable income to our stockholders to comply with the REIT provisions of the Internal Revenue Code. The Board of Directors will determine whether to pay future dividends, entirely in cash, or in a combination of stock and cash based on facts and circumstances at the time such decisions are made.
On December 18, 2023, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.2 million in the aggregate, for the fourth quarter of 2023. The common stock dividend was paid on January 25, 2024 to the holders of record of our common stock as of December 29, 2023.
On December 8, 2023, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2023. The Series C Preferred Stock dividend was paid on December 29, 2023 to the preferred stockholders of record as of December 19, 2023.
On December 9, 2022, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.0 million in the aggregate, for the fourth quarter of 2022. The common stock dividend was paid on January 25, 2023 to the holders of record of our common stock as of December 29, 2022.
On December 9, 2022, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2022. The Series C Preferred Stock dividend was paid on December 30, 2022 to the preferred stockholders of record as of December 20, 2022.
For the year ended December 31, 2023 and 2022, common stock dividends in the amount of $76.0 million and $75.1 million, respectively, were declared and approved.
As of December 31, 2023 and December 31, 2022, common stock dividends of $19.2 million and $19.0 million, respectively, were unpaid and are reflected in dividends payable on our consolidated balance sheets.
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Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, valuation of our investment portfolio and disclosure of contingent assets and liabilities, among other items. Our management bases these estimates and judgments about current, and for some estimates, future economic and market conditions and their effects on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses.
If conditions change from those expected, it is possible that our judgments, estimates and assumptions could change, which may result in a change in our interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future write-offs of our investments, and valuation of our investment portfolio, among other effects. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the consolidated financial statements in the period in which the actual amounts become known. We believe our critical accounting estimates could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.
During 2023, our Manager reviewed and evaluated our critical accounting policies and believes them to be appropriate, but such belief is based on judgments, estimates and assumptions. The following is a summary of our significant accounting policies that we believe are the most affected by our Manager's judgments, estimates, and assumptions:
Real Estate Owned
Upon the acquisition of a property, we assess the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocate the purchase price to the acquired assets and assumed liabilities, which are on a relative fair value basis. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions. We assess and consider fair value based on estimated cash flow projections that utilize appropriate discount and/or capitalization rates, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.
In determining the fair value of the tangible assets of an acquired property, we consider the value of the property as if it were vacant. We also consider an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals.
Acquired above and below-market leases are recorded at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for favorable leases and the initial term plus the term of any below-market fixed rate renewal options for unfavorable leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.
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Allowance for Credit Losses
As discussed in Note 2 to the Consolidated Financial Statements included in this Form 10-K, on January 1, 2020, we adopted Accounting Standard Update (“ASU”) 2016-13, Financial Instruments-Credit Losses, and subsequent amendments, which replaced the incurred loss methodology with an expected loss model known as the Current Expected Credit Loss ("CECL") model. The initial CECL reserve recorded on January 1, 2020 is reflected as a direct charge to our retained earnings on the consolidated statements of changes in equity. Subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of income and comprehensive income. The allowance for credit losses measured under the CECL accounting framework represents an estimate of current expected losses for our existing portfolio of loans held for investment and is presented as a valuation reserve on our consolidated balance sheets. Expected credit losses related to non-cancelable unfunded loan commitments are accounted for as separate liabilities included in accrued expenses and other liabilities on the consolidated balance sheets. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheets, is adjusted by a credit loss (expense) benefit, which is reported in earnings in the consolidated statements of income and comprehensive income and reduced by the write-off of loan amounts, net of recoveries and additions related to purchased credit-deteriorated (“PCD”) assets, if relevant. The allowance for credit losses includes a modeled component and an individually-assessed component. We have elected to not measure an allowance for credit losses on accrued interest receivables related to all of our loans held for investment because we write off uncollectible accrued interest receivable in a timely manner pursuant to our non-accrual policy.
We consider key credit quality indicators in underwriting loans and estimating credit losses, including but not limited to: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; debt service and coverage ratio; our risk rating for the same and similar loans; and prior experience with the borrower and sponsor. This information is used to assess the financial and operating capability, experience and profitability of the sponsor/borrower. Ultimate repayment of our loans is sensitive to interest rate changes, general economic conditions, liquidity, LTV ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement short-term or long-term financing. The loans in our commercial mortgage loan portfolio are secured by collateral of the following property types: office; life science; multifamily; hotel; industrial; mixed-use; land for industrial and office use; and self storage.
Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by a partnership interest or similar equity interest in the entity that owns the real estate securing our first mortgage loan. We regularly evaluate on a loan-by-loan basis, typically no less frequently than quarterly, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, and the financial and operating capability of the borrower/sponsor. We also evaluate the financial strength of loan guarantors, if any, and the borrower’s competency in managing and operating the property or properties. In addition, we consider the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management, who utilize various data sources, including, to the extent available (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other market data.
Quarterly, the Company evaluates the risk of all loans and assigns a risk rating based on a variety of factors, whereby no single factor on its own, whether quantitative or qualitative, is given more weight than others. The factors that the Company considers in connection with this evaluation are grouped as follows: (i) loan and credit structure, including the as-is LTV and structural features; (ii) quality and stability of real estate value and operating cash flow, including debt yield, property type, dynamics of the geography, property type and local market, physical condition, stability of cash flow, leasing velocity and quality and diversity of tenancy; (iii) performance against underwritten business plan; and (iv) quality, experience and financial condition of sponsor, borrower and guarantor(s). Based on a 5-point scale, our loans are rated “1” through “5,” from least risk to greatest risk, respectively:
1 -Very Low Risk
2 -Low Risk
3 -Medium Risk
4 -High Risk/Potential for Loss—A loan that has a risk of realizing a principal loss; and
5 -Default/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
We generally assign a risk rating of “3” to all loans originated or acquired during the most recent quarter, except when specific circumstances warrant an exception. During the three months ended March 31, 2023, the Company simplified its risk rating definitions. The Company re-evaluated its risk ratings based on the simplified definitions and concluded that there was no impact to prior period risk ratings.
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Our CECL reserve also reflects estimates of the current and future economic conditions that impact the performance of the commercial real estate assets securing the loans. These estimates include unemployment rates, inflation rates, interest rates, price indices for commercial property, current and expected future availability of liquidity in the commercial property debt and equity capital markets, 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 our loan portfolio’s performance. Selection of the economic forecast or forecasts used, in conjunction with loan level inputs, to determine the CECL reserve requires significant judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty. The actual economic conditions impacting our loan portfolio could vary significantly from the estimates made for the periods presented.
The commercial property investment sales and commercial mortgage loan markets have experienced uneven liquidity due to global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, increased interest rates, currency fluctuations, labor shortages and recent distress in the banking sector, which continue to make it more difficult to estimate key inputs for estimating the allowance for credit losses. The amount of allowance for credit losses is influenced by the size of our loan portfolio, loan asset quality, risk rating, delinquency status, historic loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. We employ two methods to estimate credit losses in our loan portfolio: (1) a model-based approach and (2) an individually-assessed approach for loans considered to be "collateral-dependent" as the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral and the borrower is experiencing financial difficulty or foreclosure is probable. Estimates made by us are necessarily subject to change due to the limited number of observable inputs and uncertainty regarding the global macroeconomic conditions described above. See Note 2 to the Consolidated Financial Statements in this Form 10-K for further discussion of our methodologies.
Significant judgment is required when estimating future credit losses and as a result actual losses over time could be materially different. During the year ended December 31, 2023, we recognized a decrease of $144.8 million to our allowance for credit losses. The credit loss allowance was $69.8 million as of December 31, 2023.
See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a listing and description of our significant accounting policies.
Recent Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 to our Consolidated Financial Statements included in this Form 10-K.
Subsequent Events
For a discussion of subsequent events, see Note 16 to our Consolidated Financial Statements included in this Form 10-K.
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Loan Portfolio Details
The following table provides details with respect to our loans held for investment portfolio on a loan-by-loan basis as of December 31, 2023 (dollars in millions, except loan per square foot/unit):
| Loan # | Form of investment | Origination or acquisition date(2) | Total loan | Principal balance | Amortizedcost(3) | Interest rate | All-inyield(4) | Fixed / floating | Extendedmaturity(5) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(6) | Riskrating(7) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First mortgage loans(1) | |||||||||||||||||||||||||||||||||||||
| 1 | Senior Loan | 7/28/2022 | $ | 245.0 | $ | 245.0 | $ | 245.0 | S + 3.4% | S + 3.7% | Floating | 8/9/2027 | San Jose, CA | Multifamily | Bridge | $444,646 Unit | 75.9 | % | 3 | ||||||||||||||||||
| 2 | Senior Loan(9) | 8/21/2019 | 227.1 | 227.1 | 227.1 | S + 3.0% | S + 3.2% | Floating | 9/9/2026 | New York, NY | Office | Light Transitional | $448 Sq ft | 65.2 | % | 3 | |||||||||||||||||||||
| 3 | Senior Loan | 5/5/2021 | 215.0 | 200.4 | 200.2 | S + 4.0% | S + 4.2% | Floating | 5/9/2026 | Daly City, CA | Life Science | Moderate Transitional | $545 Sq ft | 63.1 | % | 3 | |||||||||||||||||||||
| 4 | Senior Loan(10) | 9/18/2019 | 163.0 | 163.0 | 163.0 | S + 4.1% | S + 4.4% | Floating | 12/9/2024 | New York, NY | Office | Moderate Transitional | $733 Sq ft | 65.2 | % | 3 | |||||||||||||||||||||
| 5 | Senior Loan | 7/20/2021 | 142.0 | 142.0 | 142.0 | S + 3.5% | S + 3.9% | Floating | 8/9/2026 | Various, NJ | Multifamily | Bridge | $141,600 Unit | 71.3 | % | 3 | |||||||||||||||||||||
| 6 | Senior Loan | 5/7/2021 | 122.5 | 121.1 | 121.1 | S + 3.0% | S + 3.2% | Floating | 5/9/2026 | Towson, MD | Multifamily | Bridge | $147,947 Unit | 70.2 | % | 3 | |||||||||||||||||||||
| 7 | Senior Loan | 6/14/2021 | 114.0 | 102.6 | 102.6 | S + 3.2% | S + 3.5% | Floating | 7/9/2026 | Hayward, CA | Life Science | Moderate Transitional | $308 Sq ft | 49.7 | % | 3 | |||||||||||||||||||||
| 8 | Senior Loan | 12/9/2021 | 96.0 | 93.0 | 92.7 | S + 3.9% | S + 4.2% | Floating | 12/9/2026 | Los Angeles, CA | Multifamily | Light Transitional | $213,808 Unit | 78.1 | % | 3 | |||||||||||||||||||||
| 9 | Senior Loan | 11/21/2022 | 87.0 | 66.8 | 66.3 | S + 5.3% | S + 5.6% | Floating | 12/9/2027 | Dallas, TX | Office | Moderate Transitional | $100 Sq ft | 60.8 | % | 3 | |||||||||||||||||||||
| 10 | Senior Loan | 2/2/2023 | 86.8 | 79.1 | 78.4 | S + 5.1% | S + 5.4% | Floating | 3/9/2028 | Miami, FL | Hotel | Bridge | $170,866 Unit | 58.4 | % | 3 | |||||||||||||||||||||
| 11 | Senior Loan | 12/20/2018 | 78.8 | 75.0 | 75.0 | S + 4.1% | S + 4.4% | Floating | 1/9/2025 | Torrance, CA | Mixed-Use | Moderate Transitional | $214 Sq ft | 61.1 | % | 4 | |||||||||||||||||||||
| 12 | Senior Loan | 7/28/2022 | 72.0 | 71.4 | 71.4 | S + 4.0% | S + 4.3% | Floating | 8/9/2027 | Yonkers, NY | Multifamily | Bridge | $400,000 Unit | 64.8 | % | 3 | |||||||||||||||||||||
| 13 | Senior Loan | 2/9/2022 | 70.0 | 66.2 | 66.2 | S + 3.3% | S + 3.6% | Floating | 2/9/2027 | Various, Various | Industrial | Bridge | $187 Sq ft | 72.1 | % | 3 | |||||||||||||||||||||
| 14 | Senior Loan(11) | 8/31/2021 | 70.0 | 70.0 | 68.3 | S + 3.6% | S + 3.2% | Floating | 9/9/2026 | Cedar Creek, TX | Hotel | Bridge | $345,825 Unit | 61.2 | % | 3 | |||||||||||||||||||||
| 15 | Senior Loan | 9/30/2021 | 69.0 | 64.6 | 64.6 | S + 3.8% | S + 4.1% | Floating | 10/9/2026 | Tampa, FL | Multifamily | Moderate Transitional | $221,154 Unit | 64.2 | % | 3 | |||||||||||||||||||||
| 16 | Senior Loan | 7/26/2022 | 69.0 | 67.0 | 66.8 | S + 4.2% | S + 4.5% | Floating | 8/9/2027 | Various, Various | Self Storage | Light Transitional | $171 Sq ft | 66.2 | % | 3 | |||||||||||||||||||||
| 17 | Senior Loan | 11/30/2021 | 65.6 | 57.0 | 56.8 | S + 3.5% | S + 3.8% | Floating | 12/9/2026 | St. Louis, MO | Multifamily | Moderate Transitional | $158,838 Unit | 69.3 | % | 3 | |||||||||||||||||||||
| 18 | Senior Loan | 6/28/2019 | 63.9 | 60.7 | 60.7 | S + 2.6% | S + 2.8% | Floating | 7/9/2024 | Burlingame, CA | Office | Light Transitional | $352 Sq ft | 70.9 | % | 3 | |||||||||||||||||||||
| 19 | Senior Loan | 4/20/2022 | 63.0 | 63.0 | 62.7 | S + 3.7% | S + 4.0% | Floating | 5/9/2027 | Buffalo, NY | Multifamily | Bridge | $167,553 Unit | 67.1 | % | 3 | |||||||||||||||||||||
| 20 | Senior Loan | 4/11/2022 | 62.4 | 60.2 | 60.2 | S + 3.4% | S + 3.7% | Floating | 5/9/2027 | San Antonio, TX | Multifamily | Bridge | $104,017 Unit | 81.2 | % | 4 | |||||||||||||||||||||
| 21 | Senior Loan | 11/3/2023 | 62.0 | 48.3 | 48.0 | S + 3.5% | S + 3.8% | Floating | 11/9/2028 | Stamford, CT | Multifamily | Moderate Transitional | $254,098 Unit | 66.1 | % | 3 | |||||||||||||||||||||
| 22 | Senior Loan | 6/25/2019 | 62.0 | 62.0 | 62.0 | S + 3.2% | S + 3.4% | Floating | 7/9/2024 | Calistoga, CA | Hotel | Moderate Transitional | $620,000 Unit | 48.6 | % | 2 | |||||||||||||||||||||
| 23 | Senior Loan(12) | 6/9/2021 | 61.5 | 61.5 | 61.1 | S + 2.9% | S + 1.9% | Floating | 5/9/2026 | Raleigh, NC | Multifamily | Bridge | $188,650 Unit | 66.2 | % | 3 | |||||||||||||||||||||
| 24 | Senior Loan | 12/29/2021 | 60.6 | 56.0 | 55.8 | S + 3.4% | S + 3.7% | Floating | 1/9/2027 | Rogers, AR | Multifamily | Bridge | $153,125 Unit | 75.9 | % | 3 | |||||||||||||||||||||
| 25 | Senior Loan | 3/3/2022 | 58.0 | 58.0 | 58.0 | S + 3.4% | S + 3.7% | Floating | 3/9/2027 | Hampton, VA | Multifamily | Bridge | $202,091 Unit | 72.4 | % | 3 | |||||||||||||||||||||
| 26 | Senior Loan | 3/12/2020 | 55.0 | 51.8 | 51.8 | S + 3.8% | S + 3.9% | Floating | 2/29/2024 | Round Rock, TX | Multifamily | Light Transitional | $133,820 Unit | 75.4 | % | 3 | |||||||||||||||||||||
| 27 | Senior Loan | 12/17/2021 | 52.1 | 48.8 | 48.8 | S + 3.8% | S + 4.1% | Floating | 1/9/2027 | Newport News, VA | Multifamily | Light Transitional | $135,677 Unit | 67.3 | % | 3 | |||||||||||||||||||||
| 28 | Senior Loan | 10/27/2021 | 51.9 | 43.7 | 43.6 | S + 3.5% | S + 3.8% | Floating | 11/9/2026 | Longmont, CO | Office | Moderate Transitional | $150 Sq ft | 70.6 | % | 3 | |||||||||||||||||||||
| 29 | Senior Loan | 6/24/2022 | 51.6 | 50.2 | 50.2 | S + 3.8% | S + 4.1% | Floating | 7/9/2027 | San Antonio, TX | Multifamily | Bridge | $159,259 Unit | 70.2 | % | 3 | |||||||||||||||||||||
| 30 | Senior Loan | 12/20/2017 | 51.0 | 51.0 | 51.0 | S + 4.9% | S + 5.3% | Floating | 3/9/2025 | New Orleans, LA | Hotel | Bridge | $217,949 Unit | 59.9 | % | 3 | |||||||||||||||||||||
| 31 | Senior Loan | 8/26/2021 | 51.0 | 45.7 | 45.5 | S + 4.2% | S + 4.5% | Floating | 9/9/2026 | San Diego, CA | Life Science | Moderate Transitional | $599 Sq ft | 72.1 | % | 3 | |||||||||||||||||||||
| 32 | Senior Loan | 5/26/2022 | 50.6 | 38.4 | 38.3 | S + 8.5% | S + 9.5% | Floating | 6/9/2024 | Durham, NC | Other | Construction | $34 Sq ft | 37.0 | % | 3 | |||||||||||||||||||||
| 33 | Senior Loan | 3/12/2020 | 50.2 | 48.7 | 48.7 | S + 3.8% | S + 3.9% | Floating | 2/29/2024 | Round Rock, TX | Multifamily | Light Transitional | $137,049 Unit | 75.6 | % | 3 | |||||||||||||||||||||
| 34 | Senior Loan | 6/2/2021 | 48.6 | 48.3 | 48.2 | S + 3.9% | S + 4.2% | Floating | 6/9/2026 | Fort Lauderdale, FL | Office | Light Transitional | $187 Sq ft | 71.0 | % | 3 | |||||||||||||||||||||
| 35 | Senior Loan | 8/10/2022 | 46.2 | 37.6 | 37.4 | S + 3.9% | S + 4.4% | Floating | 9/9/2027 | Plano, TX | Multifamily | Moderate Transitional | $173,534 Unit | 66.3 | % | 3 | |||||||||||||||||||||
| 36 | Senior Loan | 9/30/2021 | 45.9 | 45.9 | 45.8 | S + 3.4% | S + 3.7% | Floating | 10/9/2026 | San Antonio, TX | Multifamily | Bridge | $136,488 Unit | 64.1 | % | 3 | |||||||||||||||||||||
| 37 | Senior Loan | 3/17/2021 | 45.4 | 45.2 | 45.2 | S + 3.4% | S + 3.7% | Floating | 4/9/2026 | Indianapolis, IN | Multifamily | Light Transitional | $62,294 Unit | 63.7 | % | 3 | |||||||||||||||||||||
| 38 | Senior Loan | 12/21/2021 | 45.0 | 44.9 | 44.9 | S + 3.8% | S + 4.1% | Floating | 1/9/2027 | Knoxville, TN | Multifamily | Bridge | $119,681 Unit | 84.9 | % | 3 | |||||||||||||||||||||
| 39 | Senior Loan | 8/7/2018 | 44.5 | 35.1 | 35.1 | S + 3.5% | S + 3.7% | Floating | 3/31/2024 | Atlanta, GA | Office | Light Transitional | $63 Sq ft | 61.4 | % | 3 | |||||||||||||||||||||
| 40 | Senior Loan | 7/28/2023 | 43.6 | 37.2 | 36.9 | S + 4.6% | S + 5.1% | Floating | 8/9/2028 | Various, AZ | Hotel | Bridge | $150,345 Unit | 63.3 | % | 3 | |||||||||||||||||||||
| 41 | Senior Loan | 1/14/2022 | 43.0 | 43.0 | 43.0 | S + 3.7% | S + 4.0% | Floating | 2/9/2027 | Columbia, SC | Multifamily | Bridge | $162,879 Unit | 79.8 | % | 3 | |||||||||||||||||||||
| 42 | Senior Loan | 3/30/2018 | 42.4 | 41.2 | 41.2 | S + 3.8% | S + 4.0% | Floating | 11/22/2024 | Honolulu, HI | Office | Light Transitional | $147 Sq ft | 57.9 | % | 4 |
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| Loan # | Form of investment | Origination or acquisition date(2) | Total loan | Principal balance | Amortizedcost(3) | Interest rate | All-inyield(4) | Fixed / floating | Extendedmaturity(5) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(6) | Riskrating(7) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 43 | Senior Loan | 3/7/2019 | 39.2 | 40.4 | 40.4 | S + 4.0% | S + 4.4% | Floating | 3/9/2024 | Lexington, KY | Hotel | Moderate Transitional | $107,221 Unit | 61.6 | % | 4 | |||||||||||||||||||
| 44 | Senior Loan | 7/15/2021 | 39.0 | 39.0 | 38.9 | S + 3.6% | S + 3.9% | Floating | 8/9/2026 | Chicago, IL | Multifamily | Bridge | $261,745 Unit | 78.8 | % | 3 | |||||||||||||||||||
| 45 | Senior Loan | 3/11/2019 | 37.0 | 37.0 | 37.0 | S + 4.0% | S + 4.2% | Floating | 4/9/2024 | Miami Beach, FL | Hotel | Bridge | $280,303 Unit | 59.3 | % | 2 | |||||||||||||||||||
| 46 | Senior Loan | 3/24/2023 | 37.0 | 33.3 | 33.0 | S + 3.5% | S + 3.8% | Floating | 4/9/2028 | Dallas, TX | Industrial | Light Transitional | $83 Sq ft | 61.2 | % | 3 | |||||||||||||||||||
| 47 | Senior Loan | 6/3/2021 | 36.4 | 33.9 | 33.9 | S + 3.7% | S + 4.0% | Floating | 6/9/2026 | Riverside, CA | Mixed-Use | Bridge | $103 Sq ft | 62.2 | % | 3 | |||||||||||||||||||
| 48 | Senior Loan | 8/11/2021 | 34.5 | 32.3 | 32.2 | S + 3.7% | S + 3.9% | Floating | 9/9/2026 | Mesa, AZ | Multifamily | Bridge | $176,020 Unit | 78.5 | % | 3 | |||||||||||||||||||
| 49 | Senior Loan | 6/9/2022 | 31.2 | 27.8 | 27.7 | S + 3.6% | S + 3.9% | Floating | 6/9/2027 | Centerton, AR | Multifamily | Light Transitional | $156,859 Unit | 73.8 | % | 3 | |||||||||||||||||||
| 50 | Senior Loan | 8/23/2022 | 31.0 | 29.0 | 28.8 | S + 4.0% | S + 4.7% | Floating | 9/9/2027 | Marietta, GA | Multifamily | Light Transitional | $127,049 Unit | 68.5 | % | 3 | |||||||||||||||||||
| 51 | Senior Loan | 5/14/2021 | 27.6 | 27.1 | 27.1 | S + 3.3% | S + 3.6% | Floating | 6/9/2026 | Pensacola, FL | Multifamily | Moderate Transitional | $137,752 Unit | 72.8 | % | 3 | |||||||||||||||||||
| 52 | Senior Loan | 10/27/2021 | 24.6 | 24.1 | 24.1 | S + 5.6% | S + 5.9% | Floating | 11/9/2026 | San Diego, CA | Life Science | Moderate Transitional | $814 Sq ft | 75.8 | % | 3 | |||||||||||||||||||
| 53 | Senior Loan | 6/29/2022 | 24.5 | 22.2 | 22.1 | S + 3.9% | S + 4.2% | Floating | 7/9/2027 | San Antonio, TX | Multifamily | Light Transitional | $107,456 Unit | 75.5 | % | 3 | |||||||||||||||||||
| Total / weighted average(8) | $ | 3,666.2 | $ | 3,484.1 | $ | 3,476.8 | S +3.7% | S +4.0% | 2.6 years | 67.3 | % | 3.0 |
_______________________________
* Numbers presented may not foot due to rounding.
(1)First mortgage loans are whole mortgage loans unless otherwise noted.
(2)Date loan was originated or acquired by us. The origination or acquisition date is not updated for subsequent loan modifications.
(3)Represents unpaid principal balance net of unamortized costs.
(4)In addition to the interest rate, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for our loan assets and total loan portfolio excludes the applicable floating benchmark interest rate as of December 31, 2023 and excludes the impact of our interest rate floors and borrower interest rate caps.
(5)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2023, based on unpaid principal balance, 8.4% of our loans were subject to yield maintenance or other prepayment restrictions and 91.6% were open to repayment by the borrower without penalty.
(6)Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
(7)For a discussion of risk ratings, please see Notes 2 and 3 to our Consolidated Financial Statements included in this Form 10-K.
(8)Represents the weighted average of the credit spread as of December 31, 2023 for the loans, all of which are floating rate.
(9)Calculated as the ratio of unpaid principal balance as of December 31, 2023 to the as-is appraised value at origination, to reflect the sale by us in August 2020 of the contiguous mezzanine loan with an unpaid principal balance of $46.4 million and a commitment amount of $50.0 million as of sale date.
(10)This loan is comprised of a first mortgage loan of $81.0 million and a contiguous mezzanine loan of $82.0 million, of which we own both. Each loan carries the same interest rate.
(11)This loan represents a 41.2% pari passu participation interest in a first mortgage loan, that was originated by a third party on August 31, 2021 and acquired by us on September 1, 2022.
(12)This loan was originated by a third party on June 9, 2021 and acquired by us on September 1, 2022.
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FY 2022 10-K MD&A
SEC filing source: 0001630472-23-000005.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this 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 Form 10-K.
This section discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Overview
We are a commercial real estate finance company externally managed by TPG RE Finance Trust Management, L.P., an affiliate of our sponsor TPG. We directly originate, acquire and manage commercial mortgage loans and other commercial real estate-related debt instruments in North America for our balance sheet. Our objective is to provide attractive risk-adjusted returns to our stockholders over time through cash distributions and capital appreciation. To meet our objective, we focus primarily on directly originating and selectively acquiring floating rate first mortgage loans that are secured by high quality commercial real estate properties undergoing some form of transition and value creation, such as retenanting, refurbishment or other form of repositioning. The collateral underlying our loans is located in primary and select secondary markets in the U.S. that we believe have attractive economic conditions and commercial real estate fundamentals. We operate our business as one segment.
We have made an election to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2014. We believe we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and we believe that our organization and current and intended manner of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. As a REIT, we generally are not subject to U.S. federal income tax on our REIT taxable income that we distribute currently to our stockholders. We operate our business in a manner that permits us to maintain an exclusion or exemption from registration under the Investment Company Act.
We continue to evaluate the effects of macroeconomic concerns, including, without limitation, a rising interest rate environment, inflation, supply chain disruptions, geopolitical tensions, growing concerns of an economic recession in the near term, and changes to the way commercial tenants use real estate. Rising interest rates, increased volatility in public debt and equity markets, and elevated geopolitical risk led us to moderate our loan origination volume and increase our liquidity during the first half of 2022. Improving conditions for lending caused us to increase investment activity during the second half of 2022. From January 1, 2022 through December 31, 2022, we originated 18 and acquired 5 first mortgage transitional loans, with total commitments of $1.7 billion, an initial unpaid principal balance of $1.5 billion, and unfunded commitments at closing of $0.2 billion.
For more information regarding the impact that current macroeconomic concerns have had and may have on our business, see the risk factors set forth in this Form 10-K.
Our Manager
We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a global, diversified alternative asset management firm consisting of five multi-product private equity investment platforms, including capital, growth, impact, real estate, and market solutions. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, the selection, origination or purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's real estate investment group and TPG’s executive committee.
For a summary of certain terms of the management agreement between us and our Manager (the “Management Agreement”), see Note 10 to our Consolidated Financial Statements included in this Form 10-K.
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Fourth Quarter 2022 Activity
Operating Results:
•Recognized Net income attributable to common stockholders of $32.6 million, compared to Net loss of ($117.9) million for the three months ended September 30, 2022, an increase of $150.6 million.
•Produced Net interest income of $35.2 million, resulting from interest income of $100.3 million and interest expense of $65.2 million. Net interest income increased $4.7 million compared to the three months ended September 30, 2022. All interest income and interest expense resulted from our loan portfolio.
•Generated Distributable Earnings of $23.3 million, an increase of $8.0 million, compared to the three months ended September 30, 2022.
•Recorded a decrease to our allowance for credit losses on our loan portfolio of $11.1 million, for a total allowance for credit losses of $214.6 million, or 395 basis points of total loan commitments of $5.4 billion.
•Declared a common stock dividend of $0.24 per common share for the three months ended December 31, 2022.
Investment Portfolio Activity:
•Originated one first mortgage loan with a total loan commitment of $87.0 million, an aggregate initial unpaid principal balance of $59.0 million, unfunded loan commitment of $28.0 million, an interest rate of Term SOFR plus 5.25%, and an interest rate floor of 2.50%.
•Funded $39.3 million in future funding obligations associated with existing loans.
•Received five full loan repayments of $294.4 million, and partial principal payments including accrued PIK interest payments of $42.1 million across five loans, for total loan repayments of $336.5 million.
•Sold a three-building office property classified as real estate owned for gross proceeds of $78.6 million.
Investment Portfolio Financing Activity:
•Utilized the reinvestment feature in TRTX 2021-FL4 one time, recycling loan repayments of $12.5 million and in TRTX 2022-FL5 one time, recycling loan repayments of $107.5 million.
•Closed a $23.3 million asset-specific financing arrangement with a new institutional counterparty secured by a performing first mortgage loan. The arrangement provides financing on a matched term, non-recourse, non-mark-to-market basis.
•Increased the capacity of our secured revolving credit facility by $40.0 million to $290.0 million, with the inclusion of an additional lender.
Full Year 2022 Activity
Operating Results:
•Recognized Net (loss) attributable to common stockholders of ($73.6) million, or ($0.95) per diluted share, and Distributable Earnings of $86.7 million or $1.08 per diluted share.
•Produced Net interest income of $142.1 million, resulting from interest income of $302.9 million and interest expense of $160.8 million. All interest income and interest expense resulted from our loan portfolio.
•Declared dividends of $75.1 million, or $0.96 per common share, representing a 14.1% annualized dividend yield based on the December 30, 2022 closing price of $6.79.
Investment Portfolio Activity:
•Originated 18 and acquired 5 first mortgage loans with total loan commitments of $1.7 billion, an aggregate initial unpaid principal balance of $1.5 billion, unfunded loan commitments of $0.2 billion, a weighted average interest rate of the applicable benchmark rate plus 3.77%, and a weighted average interest rate floor of 0.72%.
•Funded $145.2 million in future funding obligations associated with existing loans.
•Received loan repayments, in whole and in part, of $1.5 billion including accrued PIK interest.
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Investment Portfolio Financing Activity:
•Issued TRTX 2022-FL5, a $1.075 billion managed CRE CLO with $907.0 million of investment-grade bonds outstanding, a two-year reinvestment period, an advance rate of 84.4%, and a weighted average interest rate at issuance of Compounded SOFR plus 2.02%, before transaction costs.
•Redeemed all $600.0 million of outstanding investment-grade bonds of TRTX 2018-FL2. The 17 collateral interests with an aggregate unpaid principal balance of $805.7 million financed therein were refinanced by the issuance of TRTX 2022-FL5 and the expansion of an existing secured credit agreement.
•Closed a $250.0 million secured revolving credit facility with a syndicate of 5 banks to provide interim funding of up to 180 days for newly-originated and existing loans, and subsequently added an additional lender increasing total capacity to $290.0 million. The credit facility has a 3-year term and an interest rate of Term SOFR plus 2.00%.
•Closed a $397.9 million asset-specific financing arrangement with an Institutional Lender secured by five first mortgage loans. The arrangement provides financing on a matched term, non-recourse, non-mark-to-market basis.
•Closed five separate non-mark-to-market asset-specific financing arrangements with four counterparties, increasing our non-market-to-market financing to 73.5% from 70.4% as of December 31, 2021.
Liquidity:
Available liquidity as of December 31, 2022 of $590.9 million was comprised of:
•$254.0 million of cash-on-hand, of which $231.7 million was available for investment, net of $22.4 million held to satisfy liquidity covenants under our secured financing agreements.
•$297.2 million of cash in our CRE CLOs available for investment in eligible collateral.
•Undrawn capacity (liquidity available to us without the need to pledge additional collateral to our lenders) of $38.4 million under secured credit agreements with five lenders, $0.6 million under our secured revolving credit facility and $0.8 million under asset-specific financing arrangements.
We have financed our loan investments as of December 31, 2022 utilizing three CRE CLOs totaling $2.5 billion, two of which are open for reinvestment of eligible loan collateral at year end, $1.1 billion under secured credit agreements with total commitments of $2.8 billion provided by six lenders, $565.4 million under asset-specific financing arrangements, and $44.3 million under our $290.0 million secured revolving credit facility. As of December 31, 2022, 58.9% of our borrowings were pursuant to our CRE CLO vehicles, 27.6% were pursuant to our secured credit agreements and secured revolving credit facility and 13.5% were pursuant to our asset-specific financing arrangements. Non-mark-to-market financing comprised 73.5% of total loan portfolio borrowings as of the end of the fourth quarter of 2022.
Our ability to draw on our secured credit agreements and secured revolving credit facility is dependent upon our lenders’ willingness to accept as collateral loan investments we pledge to them to secure additional borrowings. These financing arrangements have credit spreads based upon the LTV and other risk characteristics of collateral pledged, and provide financing with mark-to-market provisions generally limited to collateral-specific events and, in only one instance, to capital markets-driven events. Borrowings under our secured revolving credit agreement are permitted with respect to collateral that satisfies pre-determined eligibility standards, and have a pre-determined advance rate (generally, 75% of the unpaid principal balance pledged) and credit spread (Term SOFR plus 2.00%). As of December 31, 2022, borrowings under these secured credit agreements and secured revolving credit facility had a weighted average credit spread of 1.86% (1.86% for arrangements with mark-to-market provisions and 2.00% for one arrangement with no mark-to-market provisions), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 2.1 years. These financing arrangements are generally 25% recourse to Holdco, with the exception of the secured revolving credit facility that is 100% recourse to Holdco.
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Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared per common share, Distributable Earnings, and book value per common share. As further described below, Distributable Earnings is a measure that is not prepared in accordance with GAAP. We use Distributable Earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan activity and operations.
For the three months ended December 31, 2022, we recorded net income attributable to common stockholders of $0.42 per diluted common share, an increase of $1.94 per diluted common share from the three months ended September 30, 2022, of which $1.91 per diluted common share relates to a decrease in our credit loss expense during the fourth quarter of 2022 as compared to the third quarter of 2022.
Distributable Earnings per diluted common share was $0.30 for three months ended December 31, 2022, an increase of $0.11 per diluted common share from the three months ended September 30, 2022. The increase in Distributable Earnings per diluted common share was primarily due to $0.06 per diluted common share of a write-off recognized during the third quarter of 2022 related to a non-performing retail loan.
For the three months ended December 31, 2022, we declared a cash dividend of $0.24 per common share which was paid on January 25, 2023.
Our book value per common share as of December 31, 2022 was $14.48, a decrease of $1.89 per common share from our book value per common share as of December 31, 2021 of $16.37, primarily due to an increase in our allowance for credit losses during the year ended December 31, 2022 of $173.0 million, or $2.23 per common share. Approximately $136.7 million, or 79%, of the net increase in our allowance for credit losses was recorded during the third quarter of 2022.
Earnings Per Common Share and Dividends Declared Per Common Share
The following table sets forth the calculation of basic and diluted net income (loss) attributable to common stockholders per share and dividends declared per share (dollars in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | 2022 | 2021 | ||||||||||
| Net income (loss) | $ | 36,194 | $ | (60,066) | $ | 138,550 | ||||||
| Preferred stock dividends(1) | (3,148) | (12,592) | (19,194) | |||||||||
| Participating securities' share in (loss) earnings | (404) | (986) | (717) | |||||||||
| Series B preferred stock redemption make-whole payment | — | — | (22,485) | |||||||||
| Series B preferred stock accretion and write-off of discount, including allocated warrant fair value and transaction costs | — | — | (25,449) | |||||||||
| Net income (loss) attributable to common stockholders - see Note 11 | $ | 32,642 | $ | (73,644) | $ | 70,705 | ||||||
| Weighted average common shares outstanding, basic | 77,406,739 | 77,296,524 | 76,977,743 | |||||||||
| Incremental shares of common stock issued from the assumed exercise of warrants | — | — | 4,706,645 | |||||||||
| Weighted average common shares outstanding, diluted - see Note 11 | 77,406,739 | 77,296,524 | 81,684,388 | |||||||||
| Earnings (loss) per common share, basic(2) | $ | 0.42 | $ | (0.95) | $ | 0.92 | ||||||
| Earnings (loss) earnings per common share, diluted(2) | $ | 0.42 | $ | (0.95) | $ | 0.87 | ||||||
| Dividends declared per common share | $ | 0.24 | $ | 0.96 | $ | 0.95 |
____________________________
(1)Includes preferred stock dividends declared and paid for Series A Preferred Stock and Series C Preferred Stock shares outstanding for the three months and year ended December 31, 2022. Includes preferred stock dividends declared and paid for Series A Preferred Stock, Series C Preferred Stock, and Series B Preferred Stock shares outstanding for the year ended December 31, 2021.
(2)Basic and diluted (loss) earnings per common share are computed independently based on the weighted-average shares of common stock outstanding. Diluted earnings per common share also includes the impact of participating securities outstanding plus any incremental shares that would be outstanding assuming the exercise of the Warrants.
Distributable Earnings
Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss) attributable to our common stockholders, including realized gains and losses, regardless of whether such items are included in other comprehensive income or loss, or in GAAP net income (loss), and excluding (i) non-cash stock compensation expense, (ii) depreciation and amortization expense, (iii) unrealized gains (losses) (including credit loss expense (benefit), net), and (iv) certain non-cash or income and expense
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items. The exclusion of depreciation and amortization expense from the calculation of Distributable Earnings only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments.
We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We generally must distribute at least 90% of our net taxable income annually, subject to certain adjustments and excluding any net capital gains, for us to continue to qualify as a REIT for U.S. federal income tax purposes. We believe that one of the primary reasons investors purchase our common stock is to receive our dividends. Because of our investors’ continued focus on our ability to pay dividends, Distributable Earnings is an important measure for us to consider when determining our distribution policy and dividends per common share. Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan investment and operating activities.
Distributable Earnings excludes the impact of our credit loss provision or reversals of our credit loss provision, but only to the extent that our credit loss provision exceeds any realized credit losses during the applicable reporting period.
A loan will be written off as a realized loss when it is deemed non-recoverable or upon a realization event. Such a realized loss would generally be recognized at the time the loan receivable is settled, transferred or exchanged, or in the case of foreclosure, when the underlying property is foreclosed upon or sold. Non-recoverability may also be concluded by us if, in our determination, it is nearly certain that all amounts due will not be collected. A realized loss may equal the difference between the cash or consideration received or expected to be received, and the net book value of the loan, reflecting our economics as it relates to the ultimate realization of the asset.
Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), an indication of our GAAP cash flows from operations, 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.
The following table provides a reconciliation of GAAP net income attributable to common stockholders to Distributable Earnings (dollars in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | 2022 | 2021 | ||||||||||
| Net income (loss) attributable to common stockholders - see Note 11 | $ | 32,642 | $ | (73,644) | $ | 70,705 | ||||||
| Series B Preferred Stock redemption make-whole payment(1) | — | — | 22,485 | |||||||||
| Series B Preferred Stock accretion and write-off of discount, including allocated warrant fair value and transaction costs(2) | — | — | 22,489 | |||||||||
| Utilization of capital loss carryforwards(3) | — | (13,291) | (15,790) | |||||||||
| Non-cash stock compensation expense | 1,526 | 5,052 | 5,764 | |||||||||
| Credit loss expense (benefit), net | (10,858) | 172,982 | (16,618) | |||||||||
| Write-off | — | (4,400) | — | |||||||||
| Distributable earnings | $ | 23,310 | $ | 86,699 | $ | 89,035 | ||||||
| Weighted average common shares outstanding, basic | 77,406,739 | 77,296,524 | 76,977,743 | |||||||||
| Incremental shares of common stock issued from the assumed exercise of warrants | — | 2,881,459 | 4,706,645 | |||||||||
| Weighted average common shares outstanding, diluted - see Note 11 | 77,406,739 | 80,177,983 | 81,684,388 | |||||||||
| Distributable earnings per common share, basic | $ | 0.30 | $ | 1.12 | $ | 1.16 | ||||||
| Distributable earnings per common share, diluted | $ | 0.30 | $ | 1.08 | $ | 1.09 |
__________________________________
(1)Represents the make-whole payment to the holder of the Series B Preferred Stock for an amount equal to the present value of all remaining dividend payments due on such shares of Series B Preferred Stock from and after the redemption date (and not including any declared or paid dividends or accrued dividends prior to such redemption date) through the second anniversary of the original issue date, computed in accordance with the terms of the Articles Supplementary for the Series B Preferred Stock. See Note 12 to our consolidated financial statements included in this Form 10-K.
(2)Series B Preferred Stock accretion and write-off of discount, including allocated warrant fair value and transaction costs includes amounts recorded as deemed dividends and the write-off of unamortized transaction costs and the unaccreted portion of the allocated warrant fair value related to the Series B Preferred Stock. For the year ended December 31, 2021, the write-off of unamortized transaction costs and unaccreted allocated warrant fair value was $22.5 million.
(3)For the years ended December 31, 2022 and 2021, capital loss carryforwards were utilized to offset the $13.3 million and $15.8 million, respectively, of taxable capital gain realized from the sale of REO.
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Book Value Per Common Share
The following table sets forth the calculation of our book value per common share (dollars in thousands, except share and per share data):
| December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Total stockholders’ equity | $ | 1,321,996 | $ | 1,464,706 | ||
| Series C Preferred Stock ($201,250 aggregate liquidation preference) | (201,250) | (201,250) | ||||
| Series A preferred stock ($125 aggregate liquidation preference) | (125) | (125) | ||||
| Total stockholders’ equity, net of preferred stock | $ | 1,120,621 | $ | 1,263,331 | ||
| Number of common shares outstanding at period end | 77,410,282 | 77,183,892 | ||||
| Book value per common share | $ | 14.48 | $ | 16.37 |
Investment Portfolio Overview
Our interest-earning assets are comprised entirely of a portfolio of floating rate, first mortgage loans, or in limited instances, mezzanine loans. As of December 31, 2022, our loans held for investment portfolio consisted of 70 first mortgage loans (or interests therein) totaling $5.4 billion of commitments with an unpaid principal balance of $5.0 billion. As of December 31, 2022, 100% of the loan commitments in our portfolio consisted of floating rate loans, of which 100.0% were first mortgage loans or, in two instances, a first mortgage loan and contiguous mezzanine loan both owned by us. As of December 31, 2022, we had $426.1 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones.
As of December 31, 2021, we owned a 10 acre parcel of largely undeveloped land near the north end of the Las Vegas Strip with a carrying value of $60.6 million. The Las Vegas land was acquired pursuant to a negotiated deed-in-lieu of foreclosure in December 2020. On April 4, 2022, we sold the 10 acre parcel of Las Vegas land for net cash proceeds of $73.9 million and recognized a gain on sale of real estate owned, net of $13.3 million. On October 12, 2022, we acquired an office property pursuant to a negotiated deed-in-lieu of foreclosure. On November 21, 2022, we sold the office property for gross proceeds of $78.6 million. As of December 31, 2022, we no longer own any REO.
See Note 4 to our consolidated financial statements included in this Form 10-K for additional information.
Loan Portfolio
During the three months ended December 31, 2022, we originated one mortgage loan with a total commitment of $87.0 million, an initial unpaid principal balance of $59.0 million, and an unfunded commitment at closing of $28.0 million. Loan fundings included $39.3 million of deferred future fundings related to previously originated loans. We received proceeds from five loan repayments in-full of $294.4 million, and principal amortization and accrued PIK interest payments of $42.1 million across five loans, for total loan repayments of $336.5 million during the period.
The following table details our loans held for investment portfolio activity by unpaid principal balance (dollars in thousands):
| Three Months Ended, | Year Ended, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2022 | ||||||||
| Loan originations and acquisitions — initial funding | $ | 59,038 | $ | 1,546,475 | |||||
| Other loan fundings(1) | 39,294 | 145,199 | |||||||
| Loan repayments | (335,783) | (1,511,270) | |||||||
| Accrued PIK interest repayments | (701) | (1,314) | |||||||
| Write-off | — | (4,400) | |||||||
| Loan extinguishment on conversion to REO(2) | (89,234) | (89,234) | |||||||
| Total loan activity, net | $ | (327,386) | $ | 85,456 |
_______________________________
(1)Additional fundings made under existing loan commitments.
(2)Extinguishment of a first mortgage loan with an unpaid principal balance of $89.2 million. In October 2022, we took title to the office property pursuant to a negotiated deed-in-lieu of foreclosure. The REO was sold during the three months ended December 31, 2022.
For the three months ended December 31, 2022, we generated interest income of $100.3 million and incurred interest expense of $65.2 million, which resulted in net interest income of $35.2 million. All interest income and interest expense resulted from our loan portfolio.
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The following table details overall statistics for our loans held for investment portfolio as of December 31, 2022 (dollars in thousands):
| Balance sheet portfolio | Total loan exposure(1) | |||||
|---|---|---|---|---|---|---|
| Number of loans(1) | 70 | 70 | ||||
| Floating rate loans (by unpaid principal balance) | 100.0 | % | 100.0 | % | ||
| Total loan commitments | $ | 5,429,146 | $ | 5,429,146 | ||
| Unpaid principal balance(2) | $ | 5,004,798 | $ | 5,004,798 | ||
| Unfunded loan commitments(3) | $ | 426,061 | $ | 426,061 | ||
| Amortized cost | $ | 4,978,674 | $ | 4,978,674 | ||
| Weighted average credit spread | 3.4 | % | 3.4 | % | ||
| Weighted average all-in yield(4) | 8.1 | % | 8.1 | % | ||
| Weighted average term to extended maturity (in years)(5) | 2.8 | 2.8 | ||||
| Weighted average LTV(6) | 67.2 | % | 67.2 | % |
_________________________________
(1)In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party, we retain on our balance sheet a mezzanine loan. Total loan exposure encompasses the entire loan portfolio we originated, acquired and financed. We did not have any non-consolidated senior interests as of December 31, 2022.
(2)Unpaid principal balance includes PIK interest of $1.7 million as of December 31, 2022.
(3)Unfunded loan commitments may be funded over the term of each loan, subject in certain cases to an expiration date or a force-funding date, primarily to finance property improvements or lease-related expenditures by our borrowers, to finance operating deficits during renovation and lease-up, and in limited instances to finance construction.
(4)As of December 31, 2022, all of our loans were floating rate. Loans originated before December 31, 2021 are indexed to LIBOR, while loans originated after January 1, 2022 are indexed to Term SOFR. As of December 31, 2022, based on the total loan commitments of our loan portfolio, 20.7% (or $1.1 billion) of our loans were subject to Term SOFR and 79.3% (or $4.3 billion) were subject to LIBOR as the benchmark interest rate. In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for the total portfolio assumes the applicable floating benchmark interest rate as of December 31, 2022 for weighted average calculations.
(5)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2022, based on the unpaid principal balance of our total loan exposure, 37.8% of our loans were subject to yield maintenance or other prepayment restrictions and 62.2% were open to repayment without penalty.
(6)Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) as of December 31, 2022, divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
The following table details the interest rate floors for our loans held for investment portfolio as of December 31, 2022 (dollars in thousands):
| Interest Rate Floors | Total Commitment(1) | Unpaid Principal Balance | Weighted Average Interest Rate Floor | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0.50% or less | $ | 2,828,009 | $ | 2,591,700 | 0.17 | % | |||||
| 0.51% to 1.00% | 591,109 | 567,253 | 0.90 | ||||||||
| 1.01% to 1.50% | 694,995 | 668,947 | 1.48 | ||||||||
| 1.51% to 2.00% | 1,042,630 | 954,710 | 1.87 | ||||||||
| 2.01% or greater | 272,403 | 222,188 | 2.31 | ||||||||
| Total | $ | 5,429,146 | $ | 5,004,798 | 0.85 | % |
_________________________________
(1)Excludes capitalized interest of $1.7 million relating to previously modified loans.
For information regarding the financing of our loans held for investment portfolio, see the section entitled “Investment Portfolio Financing.”
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Real Estate Owned
In December 2020, we acquired two largely undeveloped commercially-zoned land parcels on the Las Vegas Strip comprising 27 acres pursuant to a negotiated deed-in-lieu of foreclosure. Our cost basis in the Las Vegas land was $99.2 million, equal to the estimated fair value of the collateral at the date of acquisition, net of estimated selling costs. We obtained from a third party a $50.0 million non-recourse first mortgage loan secured by the Las Vegas land which was repaid on November 12, 2021.
During the three months ended December 31, 2021, we sold a 17 acre parcel of Las Vegas land. As of December 31, 2021, we held the remaining 10 acre parcel of the Las Vegas land at its estimated fair value at the time of acquisition, net of estimated selling costs, of $60.6 million. On April 4, 2022, we sold the 10 acre parcel of Las Vegas land for net cash proceeds of $73.9 million and recognized a gain on sale of real estate owned, net of $13.3 million.
During the three months ended December 31, 2022, we acquired an office property pursuant to a negotiated deed-in-lieu of foreclosure. Our cost basis in the office property was $76.5 million, equal to the estimated fair value of the collateral at the date of acquisition, net of estimated selling costs. During the period of ownership, we funded $2.1 million of capital expenditures related to tenant improvements for the property. On November 21, 2022, we sold the office property for gross proceeds of $78.6 million. As of December 31, 2022, we no longer own any REO.
See Notes 4 and 6 to our Consolidated Financial Statements included in this Form 10-K for additional information regarding the sale of the remaining portion of the Las Vegas land and the office property and the predecessor mortgage loan, respectively.
Asset Management
We actively manage the assets in our portfolio from closing to final repayment. We are party to an agreement with Situs Asset Management, LLC (“SitusAMC”), one of the largest commercial mortgage loan servicers, pursuant to which SitusAMC provides us with dedicated asset management employees to provide asset management services pursuant to our proprietary guidelines. Following the closing of an investment, this dedicated asset management team rigorously monitors the investment under our Manager’s oversight, with an emphasis on ongoing financial, legal and quantitative analyses. Through the final repayment of an investment, 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.
Loan Portfolio Review
Our Manager reviews our entire loan portfolio 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. See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a discussion regarding the risk rating system that we use in connection with our loan portfolio.
The following table allocates the amortized cost basis of our loans held for investment portfolio based on our internal risk ratings (dollars in thousands):
| December 31, 2022 | December 31, 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk rating | Number of loans | Amortized cost | Number of loans | Amortized cost | |||||||||
| 1 | — | $ | — | — | $ | — | |||||||
| 2 | 8 | 511,878 | 5 | 527,051 | |||||||||
| 3 | 46 | 3,231,324 | 57 | 3,726,753 | |||||||||
| 4 | 12 | 990,337 | 6 | 632,398 | |||||||||
| 5 | 4 | 245,135 | 1 | 23,000 | |||||||||
| Totals | 70 | $ | 4,978,674 | 69 | $ | 4,909,202 |
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The following table allocates the amortized cost basis of our loans held for investment portfolio based on our property type classification (dollars in thousands):
| December 31, 2022 | December 31, 2021 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property type | Number of loans | Amortized cost | Weighted average risk rating | Number of loans | Amortized cost | Weighted average risk rating | |||||||||||||
| Office | 17 | $ | 1,396,005 | 3.6 | 22 | $ | 2,084,496 | 2.9 | |||||||||||
| Multifamily | 35 | 2,365,481 | 3.0 | 24 | 1,468,505 | 3.0 | |||||||||||||
| Hotel | 7 | 466,311 | 2.7 | 9 | 657,565 | 3.6 | |||||||||||||
| Mixed-Use | 3 | 268,107 | 3.7 | 4 | 329,434 | 2.9 | |||||||||||||
| Life Science | 4 | 310,577 | 3.0 | 5 | 329,039 | 2.7 | |||||||||||||
| Industrial | 2 | 86,746 | 2.7 | — | — | — | |||||||||||||
| Self Storage | 1 | 56,804 | 3.0 | — | — | — | |||||||||||||
| Other | 1 | 28,643 | 3.0 | — | — | — | |||||||||||||
| Retail | — | — | — | 1 | 23,000 | 5.0 | |||||||||||||
| Condominium(1) | — | — | — | 4 | 17,163 | 3.0 | |||||||||||||
| Totals | 70 | $ | 4,978,674 | 3.2 | 69 | $ | 4,909,202 | 3.0 |
______________________________________________
(1)Condominium property type includes a 24% pari passu participation interest in each of four whole mortgage loans related to one project and to the same borrower.
The weighted average risk rating of our loan portfolio increased to 3.2 as of December 31, 2022 compared to 3.0 as of December 31, 2021.
During the three months ended December 31, 2022, as part of our quarterly risk rating process, we downgraded four loans and upgraded one loan. Of the four downgraded loans, one office property was downgraded from "4" to "5" because of a near-term loan maturity and a significant risk of principal loss and three multifamily properties were downgraded from "3" to "4" due to a monetary default in two instances, and a maturity default in a third instance. We upgraded one industrial loan from risk category "3" to "2" due to continued improvement in property-level operating performance and the sale of one of two collateral properties, which materially reduced our loan-to-value ratio. During the three months ended December 31, 2022, we received full loan repayments with respect to five loans with a total unpaid principal balance of $294.4 million and a weighted average risk rating of 3.1 as of September 30, 2022. The five loans were included within our office, hotel, and multifamily property categories. Additionally, we received partial principal repayments of $41.4 million relating to five separate loans. The one new loan investment made during the three months ended December 31, 2022 was assigned an initial risk rating of "3".
During the three months ended September 30, 2022, we downgraded three office loans from risk category "4" to "5" because of near-term loan maturities and a significant risk of principal loss; and upgraded one hotel and two multifamily loans from risk category "3" to "2" due to strong property-level operating performance and debt service coverage that materially exceeds original underwriting. During the three months ended September 30, 2022, we received full loan repayments with respect to eight loans with a total unpaid principal balance of $291.4 million and a weighted average risk rating of 2.6 as of June 30, 2022. The eight loans were included within our office, hotel, retail and condominium property categories. Additionally, we received partial principal repayments of $77.1 million relating to three separate loans secured by office properties. Two of the ten new loan investments made during the three months ended September 30, 2022, were assigned an initial risk rating of "2" based on their strong operating performance and debt service coverage ratios and the remaining eight new loan investments were assigned an initial risk rating of "3".
During the three months ended June 30, 2022, we downgraded one office loan and upgraded one hotel loan. We downgraded one office loan from risk category "4" to "5" because of the loan's near-term maturity, and a risk of principal loss because a short sale of the underlying collateral was likely during the second half of 2022. During the three months ended June 30, 2022, we upgraded one hotel loan from risk category "3" to "2" due to continued improvement in property-level operating performance and strong debt service coverage that exceeds original underwriting. Additionally, during the three months ended June 30, 2022, we received full loan repayments with respect to seven loans with a total unpaid principal balance of $676.9 million and a weighted average risk rating of 2.8 as of March 31, 2022. The seven loans were included within our multifamily, office, hotel, mixed-use and life science property categories.
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During the three months ended March 31, 2022, we downgraded nine loans and upgraded one loan. Of the nine downgraded loans, eight loans related to office properties and one loan related to a mixed-use property. We downgraded seven office loans from risk category "3" to "4" and one office loan from risk category "2" to "3" because of ongoing concerns about shifting office market fundamentals, the impact on property-level operating performance of slower-than-expected return-to-office trends, and increased market volatility. Additionally, we downgraded one mixed-use loan from risk category "3" to "4" because of plateauing property-level operating performance, local market economic conditions, and concerns regarding the borrower’s ability to repay the loan upon or prior to its maturity later this year. During the three months ended March 31, 2022, we upgraded one hotel loan from risk category "3" to "2" due to continued improvement in property-level operating performance and strong debt service coverage that exceeds original underwriting. During the three months ended March 31, 2022, we received repayment in full of one office loan with a total unpaid principal balance of $40.3 million and a risk rating of 3 as of December 31, 2021.
Loan Modification Activity
Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications typically include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan maturity, and/or deferral of scheduled principal payments. In exchange for a modification, we often receive a partial repayment of principal, a short-term accrual of PIK interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or an increase in the loan coupon or additional loan fees. None of our loan modifications resulted in a significant modification.
We continue to work with our borrowers to address issues as they arise, while seeking to protect the credit attributes of our loans. However, we cannot assure you that these efforts will be successful, and we may experience payment delinquencies, defaults, foreclosures, or losses.
Allowance for Credit Losses
Our allowance for credit losses is influenced by the size and weighted average maturity date of our loans, loan quality, risk rating, delinquency status, loan-to-value ratio, historical loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. During the year ended December 31, 2022, we recorded an increase of $168.4 million in our allowance for credit losses resulting in an aggregate CECL reserve of $214.6 million at year-end. The increase in our allowance for credit losses reflects ongoing concerns about growing geopolitical tensions, the potential impact of market volatility, the increasing probability of an economic recession, tightening liquidity in the capital markets and a slowdown in investment sales, and loan specific property-level performance trends such as shifting office market fundamentals, supply chain constraints and delays, and inflationary pressures that may cause operating margins to narrow.
While the ultimate impact of the macroeconomic outlook and property performance trends remain uncertain, we selected our macroeconomic outlook to address this uncertainty, and made specific forward-looking adjustments to the inputs of our loan-level calculations to reflect variability in an economic climate marked by rising rates and other impacts to the broader economy.
The following table presents the allowance for credit losses for loans held for investment (dollars in thousands):
| December 31, 2022 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Allowance for credit losses: loans held for investment | Unpaid principal balance | Allowance for credit losses: unfunded commitments | Unfunded commitments | Total commitments | Total basis points | |||||||||||||
| General reserve | $ | 119,190 | $ | 4,759,663 | $ | 10,927 | $ | 404,065 | $ | 5,162,014 | 252 | bps | ||||||
| Specific reserve | 78,082 | 245,135 | 6,387 | 21,996 | 267,132 | 3,162 | bps | |||||||||||
| Total | $ | 197,272 | $ | 5,004,798 | $ | 17,314 | $ | 426,061 | $ | 5,429,146 | 395 | bps |
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Investment Portfolio Financing
We finance our investment portfolio using secured financing agreements, including secured credit agreements, secured revolving credit facilities, mortgage loans payable, asset-specific financing arrangements, and collateralized loan obligations. In certain instances, we may create structural leverage and obtain matched-term financing through the co-origination or non-recourse syndication of a senior loan interest to a third party (a “non-consolidated senior interest”). We generally seek to match-fund and match-index our investments by minimizing the differences between the durations and indices of our investments and those of our liabilities, while minimizing our exposure to mark-to-market risk involving either credit or spread (capital markets) considerations.
As of December 31, 2022, non-mark-to-market financing sources accounted for 73.5% of our total loan portfolio borrowings. The remaining 26.5% of our loan portfolio borrowings, comprised primarily of our six secured credit agreements, are subject to credit marks, and in only one instance to credit and spread marks. As of December 31, 2022, we did not have any non-consolidated senior interests.
The following table summarizes our investment portfolio financing arrangements (dollars in thousands):
| Outstanding principal balance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||
| Loan portfolio financing arrangements | Basis of margin calls | Recourse percentage | Non-mark-to-market | Mark-to-market | Total | Non-mark-to-market | Mark-to-market | Total | ||||||||||||||||||||
| Secured credit agreements | ||||||||||||||||||||||||||||
| Goldman Sachs | Credit | 25.0 | % | $ | — | $ | 385,338 | $ | 385,338 | $ | — | $ | 96,320 | $ | 96,320 | |||||||||||||
| Wells Fargo | Credit | 25.0 | % | — | 422,002 | 422,002 | — | 570,216 | 570,216 | |||||||||||||||||||
| Barclays | Credit | 25.0 | % | — | 96,926 | 96,926 | — | 23,314 | 23,314 | |||||||||||||||||||
| Morgan Stanley | Credit | 25.0 | % | — | 55,579 | 55,579 | — | 180,731 | 180,731 | |||||||||||||||||||
| JP Morgan | Credit and Spread | 25.0 | % | — | 112,676 | 112,676 | — | 109,477 | 109,477 | |||||||||||||||||||
| US Bank(1) | Credit | 25.0 | % | — | — | — | — | 33,982 | 33,982 | |||||||||||||||||||
| Bank of America | Credit | 25.0 | % | — | 35,865 | 35,865 | — | 128,625 | 128,625 | |||||||||||||||||||
| Institutional Lender 1(2) | Credit | 25.0 | % | — | — | — | 23,546 | — | 23,546 | |||||||||||||||||||
| — | 1,108,386 | 1,108,386 | 23,546 | 1,142,665 | 1,166,211 | |||||||||||||||||||||||
| Secured revolving credit facility | ||||||||||||||||||||||||||||
| Syndicate lenders | None | 100.0 | % | 44,279 | — | 44,279 | — | — | — | |||||||||||||||||||
| Asset-specific financing | ||||||||||||||||||||||||||||
| Axos Bank | None | 15.0 | % | 105,152 | — | 105,152 | — | — | — | |||||||||||||||||||
| BMO Facility | None | 25.0 | % | 47,545 | — | 47,545 | — | — | — | |||||||||||||||||||
| Institutional Lender 2 | None | n.a | 392,070 | — | 392,070 | — | — | — | ||||||||||||||||||||
| Customers Bank | None | n.a | 20,609 | — | 20,609 | — | — | — | ||||||||||||||||||||
| 565,376 | — | 565,376 | — | — | — | |||||||||||||||||||||||
| Collateralized loan obligations | ||||||||||||||||||||||||||||
| TRTX 2018-FL2 | None | n.a | — | — | — | 600,031 | — | 600,031 | ||||||||||||||||||||
| TRTX 2019-FL3 | None | n.a | 516,639 | — | 516,639 | 918,457 | — | 918,457 | ||||||||||||||||||||
| TRTX 2021-FL4 | None | n.a | 1,037,500 | — | 1,037,500 | 1,037,500 | — | 1,037,500 | ||||||||||||||||||||
| TRTX 2022-FL5 | None | n.a | 907,031 | — | 907,031 | — | — | — | ||||||||||||||||||||
| 2,461,170 | — | 2,461,170 | 2,555,988 | — | 2,555,988 | |||||||||||||||||||||||
| Non-consolidated senior interests | None | n.a | — | — | — | 132,000 | — | 132,000 | ||||||||||||||||||||
| Total indebtedness | $ | 3,070,825 | $ | 1,108,386 | $ | 4,179,211 | $ | 2,711,534 | $ | 1,142,665 | $ | 3,854,199 | ||||||||||||||||
| Percentage of total indebtedness | 73.5% | 26.5% | 100.0% | 70.4% | 29.6% | 100.0% |
_______________________________
(1)On April 11, 2022, we repaid $34.0 million outstanding and simultaneously terminated the financing arrangement.
(2)The secured credit agreement became eligible for re-margining after its second anniversary date on October 30, 2022 based on an LTV test; previously, no credit or spread-based margin risk applied.
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Secured Credit Agreements
As of December 31, 2022, aggregate borrowings outstanding under our secured credit agreements totaled $1.1 billion. As of December 31, 2022, the overall weighted average interest rate was the benchmark interest rate plus 1.86% per annum and the overall weighted average advance rate was 78.1%. As of December 31, 2022, outstanding borrowings under these arrangements had a weighted average term to extended maturity of 2.1 years assuming the exercise of all extension options and term out provisions. These secured credit agreements are generally 25.0% recourse to Holdco.
The following table details our secured credit agreements as of December 31, 2022 (dollars in thousands):
| Lender | Commitmentamount(1) | UPB of collateral | Advance rate | Approved borrowings | Outstanding balance | Undrawncapacity(2) | Availablecapacity(3) | Wtd. avg. credit spread(4) | Extendedmaturity(5) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Goldman Sachs(6) | $ | 500,000 | $ | 595,576 | 79.5 | % | $ | 404,620 | $ | 385,338 | $ | 19,282 | $ | 95,380 | 2.22 | % | 08/19/24 | |||||||||||||||
| Wells Fargo(7) | 500,000 | 544,557 | 79.3 | 431,586 | 422,002 | 9,584 | 68,414 | 1.61 | 04/18/25 | |||||||||||||||||||||||
| Barclays(8) | 500,000 | 129,049 | 77.3 | 98,040 | 96,926 | 1,114 | 401,960 | 1.58 | 08/13/26 | |||||||||||||||||||||||
| Morgan Stanley(9) | 500,000 | 79,103 | 73.4 | 58,032 | 55,579 | 2,453 | 441,968 | 2.29 | 05/04/23 | |||||||||||||||||||||||
| JP Morgan | 400,000 | 159,601 | 72.6 | 118,623 | 112,676 | 5,947 | 281,377 | 1.60 | 10/30/25 | |||||||||||||||||||||||
| Bank of America(10) | 200,000 | 47,820 | 75.0 | 35,865 | 35,865 | — | 164,135 | 1.75 | 03/31/23 | |||||||||||||||||||||||
| Institutional Lender 1 | 249,546 | 1,542 | — | — | — | — | 249,546 | — | 10/30/25 | |||||||||||||||||||||||
| Totals / weighted average | $ | 2,849,546 | $ | 1,557,248 | 78.1 | % | $ | 1,146,766 | $ | 1,108,386 | $ | 38,380 | $ | 1,702,780 | 1.86 | % |
________________________________
(1)Commitment amount represents the maximum amount of borrowings available under a given agreement once sufficient collateral assets have been approved by the lender and pledged by us.
(2)Undrawn capacity represents the positive difference between the borrowing amount approved by the lender against collateral assets pledged by us and the amount actually drawn against those collateral assets. The funding of such amounts is generally subject to the sole and absolute discretion of each lender.
(3)Represents the commitment amount less the approved borrowings, which amount is available to be borrowed provided we pledge, and the lender approves, additional collateral assets.
(4)Each secured credit agreement interest rate is subject to LIBOR or Term SOFR as its benchmark interest rate, depending upon the LIBOR transition provisions of the specific secured credit agreement and underlying transaction confirmations. The credit spread for each arrangement is added to the applicable benchmark interest rate to calculate the interest rate charged for each borrowing.
(5)Our ability to extend our secured credit agreements to the dates shown above is subject to satisfaction of certain conditions. Even if extended, our lenders retain sole discretion to determine whether to accept pledged collateral, and the advance rate and credit spread applicable to each borrowing thereunder.
(6)On August 19, 2022, the secured credit agreement's initial maturity was extended to August 19, 2023.
(7)On February 9, 2022 the secured credit agreement’s initial maturity was extended to April 18, 2025.
(8)On April 11, 2022 the secured credit agreement's initial maturity was extended to August 13, 2025 and the Company reduced the total commitment to $500.0 million from $750.0 million. The secured credit agreement includes a $250.0 million accordion feature subject to the lender's approval.
(9)On April 29, 2022 the secured credit agreement's maturity was extended to May 4, 2023.
(10)On September 14, 2022, the secured credit agreement's initial and extended maturity was extended to March 31, 2023.
Once we identify an asset and the asset is approved by the secured credit agreement lender to serve as collateral (which lender’s approval is in its sole discretion), we and the lender may enter into a transaction whereby the lender advances to us a percentage of the value of the loan asset, which is referred to as the “advance rate.” In the case of borrowings under our secured credit agreements that are repurchase arrangements, this advance serves as the purchase price at which the lender acquires the loan asset from us with an obligation of ours to repurchase the asset from the lender for an amount equal to the purchase price for the transaction plus a price differential, which is calculated based on an interest rate. Advance rates are subject to negotiation between us and our secured credit agreement lenders.
For each transaction, we and the lender agree to a trade confirmation which sets forth, among other things, the asset purchase price, the maximum advance rate, the interest rate and the market value of the asset. A trade confirmation will also include benchmark interest rate and any applicable transition language that complies with the current standards as set forth by the ARRC in its 2021 recommendations. For transactions under our secured credit agreements, the trade confirmation may also set forth any future funding obligations which are contemplated with respect to the specific transaction and/or the underlying loan asset and loan-specific margin maintenance provisions, described below.
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Generally, our secured credit agreements allow for revolving balances, which allow us to voluntarily repay balances and draw again on existing available credit. The primary obligor on each secured credit agreement is a separate special purpose subsidiary of ours which is restricted from conducting activity other than activity related to the utilization of its secured credit agreement and the loans or loan interests that are originated or acquired by such subsidiary. As additional credit support, our holding company subsidiary, Holdco, provides certain guarantees of the obligations of its subsidiaries. Holdco’s liability is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the related agreement. However, this liability cap does not apply in the event of certain “bad boy” defaults which can trigger recourse to Holdco for losses or the entire outstanding obligations of the borrower depending on the nature of the “bad boy” default in question. Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity.
Each of the secured credit agreements has “margin maintenance” provisions, which are designed to allow the lender to maintain a certain margin of credit enhancement against the assets which serve as collateral. The lender’s margin amount is typically based on a percentage of the market value of the asset and/or mortgaged property collateral; however, certain secured credit agreements may also involve margin maintenance based on maintenance of a minimum debt yield with respect to the cash flow from the underlying real estate collateral. In certain cases, margin maintenance provisions can relate to minimum debt yields for pledged collateral considered as a whole, or limits on concentration of loan exposure measured by property type or loan type.
Our secured credit agreements contain defined mark-to-market provisions that permit the lenders to issue margin calls to us in the event that the collateral properties underlying our loans pledged to our lenders experience a non-temporary decline in value or net cash flow (“credit marks”). In connection with one of these borrowing arrangements, the lender is also permitted to issue margin calls to us in the event the lender determines capital markets events have caused credit spreads to change for similar borrowing obligations (“spread marks”). Furthermore, in connection with one of these borrowing arrangements, the lender has the right to re-margin the secured credit agreement based solely on appraised loan-to-values in the third year of the facility. In the event that we experience market turbulence, we may be exposed to margin calls in connection with our secured credit agreements.
The maturity dates for each of our secured credit agreements are set forth in tables that appear earlier in this section. Our secured credit agreements generally have terms of between one and three years, but may be extended if we satisfy certain performance-based conditions. In the normal course of business, we maintain discussions with our lenders to extend, amend or otherwise optimize any financing agreements related to our loans.
As of December 31, 2022, the weighted average haircut (which is equal to one minus the advance rate percentage against collateral for our secured credit agreements taken as a whole) was 21.9% compared to 23.9% as of December 31, 2021.
The secured credit agreements also include cash management features which generally require that income from collateral loan assets be deposited in a lender-controlled account for distribution in accordance with a specified waterfall of payments designed to keep facility-related obligations current before such income is disbursed for our own account. The cash management features generally require the trapping of cash in such controlled account if an uncured default under our borrowing arrangement remains outstanding. Furthermore, some secured credit agreements may require an accelerated principal amortization schedule if the secured credit agreement is in its final extended term.
Notwithstanding that a loan asset may be subject to a financing arrangement and serve as collateral under a secured credit agreement, we retain the right to administer and service the loan and interact directly with the underlying obligors and sponsors of our loan assets so long as there is no default under the secured credit agreement, and so long as we do not engage in certain material modifications (including amendments, waivers, exercises of remedies, or releases of obligors and collateral, among other things) of the loan assets without the lender’s prior consent.
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Secured Revolving Credit Facility
On February 22, 2022, we closed a $250.0 million, secured revolving credit facility with a syndicate of 5 banks to provide interim funding of up to 180 days for newly-originated and existing loans. This facility has an initial term of 3 years, an interest rate of Term SOFR plus 2.00% that is payable monthly in arrears, and an unused fee of 15 or 20 basis points, depending upon whether utilization exceeds 50.0%. During the year ended December 31, 2022, the weighted average unused fee was 18 basis points. This facility is 100% recourse to Holdco. During the fourth quarter of 2022, an additional lender was added to the facility, increasing the borrowing capacity to $290.0 million. As of December 31, 2022, we pledged one loan investment with an aggregate collateral principal balance of $59.8 million and had outstanding Term SOFR-based borrowings of $44.3 million.
Asset-Specific Financing Arrangements
We closed five separate asset-specific financing arrangements with four third party lenders during the year ended December 31, 2022, which increased our non-mark-to-market portfolio financing arrangements. On November 17, 2022, we closed a $23.3 million asset-specific financing arrangement with Customers Bank. The arrangement provides non-mark-to-market matched term, non-recourse financing. On September 1, 2022, we closed a $397.9 million asset-specific financing arrangement with an Institutional Lender ("Institutional Lender 2"). The arrangement provides non-mark-to-market matched term, non-recourse financing. As of December 31, 2022, we had two asset-specific financing arrangements with Axos Bank secured by two mortgage loans. The separate arrangements provide non-mark-to-market financing, a term of up to 2 years, and are 15% recourse to Holdco. On June 30, 2022, we closed a $200.0 million loan financing facility (the "BMO Facility"). The BMO Facility provides asset-specific financing on a non-mark-to-market basis with matched term. This facility is 25% recourse to Holdco.
The following table details our asset-specific financing arrangements (dollars in thousands):
| December 31, 2022 | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financing | Collateral | ||||||||||||||||||||||||||||||
| Asset-specific financing | Count | Commitment amount | Outstanding principal balance | Carrying value(1) | Wtd. avg. spread(2) | Wtd. avg. term(3) | Count | Outstanding principal balance | Amortized Cost | Wtd. avg. term | |||||||||||||||||||||
| Axos Bank | 2 | $ | 105,152 | $ | 105,152 | $ | 104,504 | 4.4 | % | 1.3 | 2 | $ | 198,603 | $ | 198,246 | 1.2 | |||||||||||||||
| BMO Facility | 1 | 200,000 | 47,545 | 46,985 | 1.8 | % | 4.5 | 2 | 59,431 | 58,717 | 4.5 | ||||||||||||||||||||
| Institutional Lender 2 | 1 | 397,928 | 392,070 | 389,442 | 3.5 | % | 2.4 | 5 | 513,181 | 494,965 | 2.4 | ||||||||||||||||||||
| Customers Bank | 1 | 23,250 | 20,609 | 20,086 | 2.5 | % | 2.4 | 1 | 28,505 | 28,232 | 2.4 | ||||||||||||||||||||
| Total / weighted average | $ | 726,330 | $ | 565,376 | $ | 561,017 | 3.5 | % | 2.4 years | $ | 799,720 | $ | 780,160 | 2.3 years |
_______________________
(1)Net of $4.4 million unamortized deferred financing costs.
(2)Collateral loan assets are indexed to either LIBOR or Term SOFR and related financings are indexed to Term SOFR under Axos Bank, the BMO Facility and Customers Bank. Under the Institutional Lender 2 arrangement, collateral loan assets are indexed to LIBOR and the financing provided is indexed to Term SOFR.
(3)Term under Axos Bank is based on the extended maturity date for the specific arrangement. Borrowings under the BMO Facility, the Institutional Lender 2 arrangement and Customers Bank are term-matched to the corresponding collateral loan asset. The weighted-average term assumes all extension options of the collateral loan asset are exercised by the borrower.
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Collateralized Loan Obligations
As of December 31, 2022, we had three collateralized loan obligations, TRTX 2022-FL5, TRTX 2021-FL4, and TRTX 2019-FL3, totaling $2.5 billion, financing $3.0 billion, or 60.6%, of our loans held for investment portfolio, and holding $297.2 million of cash for investment in eligible loan collateral. As of December 31, 2022, our CRE CLOs provide low cost, non-mark-to-market, non-recourse financing for 58.9% of our loan portfolio borrowings. The collateralized loan obligations bear a weighted average interest rate of Term SOFR, LIBOR, or Compounded SOFR plus 1.78%, have a weighted average advance rate of 81.4%, and include a reinvestment feature that allows us to contribute existing or new loan investments in exchange for proceeds from loan repayments held by the CRE CLOs.
The following table details the loan collateral and borrowings under our CRE CLOs (dollars in thousands):
| December 31, 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CRE CLOs | Count | Benchmark interest rate | Outstanding principal balance | Carrying value(1) | Wtd. avg. spread(2) | Wtd. avg. maturity(3) | |||||||||
| TRTX 2019-FL3 | |||||||||||||||
| Collateral loan investments | 10 | LIBOR | $ | 707,456 | $ | 508,507 | 3.16 | % | 1.4 | ||||||
| Financing provided | 1 | Term SOFR(4) | 516,639 | 516,639 | 1.72 | % | 11.8 | ||||||||
| TRTX 2021-FL4 | |||||||||||||||
| Collateral loan investments | 23 | LIBOR(5) | 1,250,000 | 1,210,550 | 3.08 | % | 2.7 | ||||||||
| Financing provided | 1 | LIBOR | 1,037,500 | 1,033,264 | 1.60 | % | 15.2 | ||||||||
| TRTX 2022-FL5 | |||||||||||||||
| Collateral loan investments | 18 | LIBOR(6) | 1,075,000 | 1,058,004 | 3.31 | % | 3.4 | ||||||||
| Financing provided | 1 | Compounded SOFR | 907,031 | 902,309 | 2.02 | % | 16.1 | ||||||||
| Total | |||||||||||||||
| Collateral loan investments(7) | 51 | LIBOR | $ | 3,032,456 | $ | 2,777,061 | 3.19 | % | 2.7 years | ||||||
| Financing provided(8) | 3 | Term SOFR/LIBOR/Compounded SOFR | $ | 2,461,170 | $ | 2,452,212 | 1.78 | % | 14.8 years |
________________________________
(1)Includes loan amounts held in our CRE CLO investment structures and does not include other loans held for investment, net of $2.9 million held within the Sub-REIT structure.
(2)Weighted average spread excludes the amortization of loan fees and deferred financing costs.
(3)Loan term represents weighted-average final maturity, assuming extension options are exercised by the borrower. Repayments of CRE CLO notes are dependent on timing of related loan repayments post-reinvestment period. The term of the CRE CLO notes represents the rated final distribution date.
(4)On October 1, 2021, the benchmark index interest rate for borrowings under TRTX 2019-FL3 was converted from Compounded SOFR to Term SOFR by the designated transaction representative under the FL3 indenture. We have the right to convert the mortgage assets benchmark interest rate from LIBOR to Term SOFR to eliminate the difference between benchmark rates used for the assets and liabilities of the CRE CLO.
(5)As of December 31, 2022, the TRTX 2021-FL4 mortgage assets are indexed to LIBOR, with the exception of four participation interests totaling $118.9 million which are indexed to Term SOFR.
(6)As of December 31, 2022, the TRTX 2022-FL5 mortgage assets are indexed to LIBOR, with the exception of two participation interests totaling $178.5 million which are indexed to Term SOFR. We have the right to convert the mortgage assets benchmark interest rate from LIBOR to Compounded SOFR to eliminate the difference between benchmark rates used for the assets and liabilities of the CRE CLO.
(7)Collateral loan investment assets of FL3, FL4 and FL5 represent 14.1%, 25.0% and 21.5% of the aggregate unpaid principal balance of our loans held for investment portfolio as of December 31, 2022.
(8)During the three months ended December 31, 2022, we recognized interest expense of $34.7 million, which includes $1.8 million of deferred financing cost amortization. During the year ended December 31, 2022, we recognized interest expense of $93.5 million, which includes $7.8 million of deferred financing cost amortization.
During the year ended December 31, 2022, we utilized our eligible reinvestment feature related to TRTX 2021-FL4 nine times, recycling repayment of loan principal received of $220.1 million. During the year ended December 31, 2022, we utilized our eligible reinvestment feature related to TRTX 2022-FL5 three times, recycling $181.7 million of principal repayments received. The reinvestment period for TRTX 2019-FL3 ended on October 11, 2021.
See Note 5 to our Consolidated Financial Statements included in this Form 10-K for details about our CRE CLO reinvestment feature.
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Non-Consolidated Senior Interests and Retained Mezzanine Loans
In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party, we retain on our balance sheet a mezzanine loan.
On August 18, 2022, our $35.0 million retained mezzanine loan was repaid in connection with repayment of a related $132.0 million non-consolidated senior interest owned by a third party. As of December 31, 2022, there are no non-consolidated senior interests or retained mezzanine loans outstanding.
Financial Covenants for Outstanding Borrowings
Our financial covenants and guarantees for outstanding borrowings related to our secured financing agreements require Holdco to maintain compliance with the following financial covenants (among others):
| Financial Covenant | Current | |
|---|---|---|
| Cash Liquidity | Minimum cash liquidity of no less than the greater of: $15.0 million; and 5.0% of Holdco’s recourse indebtedness | |
| Tangible Net Worth | $1.0 billion, plus 75% of all subsequent equity issuances (net of discounts, commissions, expense), minus 75% of the redeemed or repurchased preferred or redeemable equity or stock | |
| Debt-to-Equity | Debt-to-Equity ratio not to exceed 4.25 to 1.0 | |
| Interest Coverage | Minimum interest coverage ratio of no less than 1.5 to 1.0 |
We were in compliance with all financial covenants for our secured credit agreements and secured revolving credit facility to the extent of outstanding balances as of December 31, 2022 and December 31, 2021.
If we fail to satisfy any of the covenants in our financing arrangements and are unable to obtain a waiver or other suitable relief from the lenders, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could significantly limit our financing alternatives, which could cause us to curtail our investment activities or dispose of assets when we otherwise would not choose to do so. Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes.
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Floating Rate Portfolio
Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices. Prior to December 31, 2021, LIBOR was the prevailing benchmark; thereafter Term or Compounded SOFR apply. Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income, subject to the impact of interest rate floors in our mortgage loan investment portfolio. As of December 31, 2022, 100.0% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in $0.8 billion of net floating rate exposure, subject to the impact of interest rate floors on all our floating rate loans and less than 3.0% of our liabilities. Subject to the specific footnote disclosures in the preceding tables describing our revolving credit facilities, secured financing arrangements, asset-specific financing arrangements and CRE CLOs, and the table that follows, our liabilities are generally index-matched to each loan investment asset, resulting in a net exposure to movements in floating benchmark interest rates that varies based on the relative proportion of floating rate assets and liabilities.
The following table details the net floating rate exposure of our loan portfolio as of December 31, 2022 (dollars in thousands):
| Net exposure | ||
|---|---|---|
| Floating rate mortgage loan assets(1) | $ | 5,004,798 |
| Floating rate mortgage loan liabilities(1)(2) | (4,179,211) | |
| Total floating rate mortgage loan exposure, net | $ | 825,587 |
__________________________________
(1)Prior to December 31, 2021, substantially all of our floating rate mortgage loan assets and liabilities were subject to LIBOR as the benchmark interest rate. As of December 31, 2022, $1.1 billion of $5.0 billion of our floating rate mortgage loan assets and $2.8 billion of $4.2 billion of our outstanding floating rate mortgage loan liabilities were subject to Compounded SOFR or Term SOFR as the benchmark interest rate.
(2)Floating rate liabilities include secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements and collateralized loan obligations.
With the cessation of LIBOR expected to occur effective June 30, 2023, we continue to evaluate the appropriate timing to transition our assets and liabilities away from LIBOR to Term SOFR, the alternative rate endorsed by the Alternative Reference Rates Committee of the Federal Reserve System. Although recent statements from regulators indicate the possibility of a longer period of transition, perhaps extending through the final cessation of LIBOR in June 2023, we continue to utilize resources to revise our control and risk management systems to ensure there is no disruption to our day-to-day operations from the transition, when it is completed. We will continue to employ prudent risk management as it relates to the potential financial, operational, and legal risks associated with the expected cessation of LIBOR. While we generally seek to match index our assets and liabilities, there is an ongoing transition period as different underlying assets and sources of financing transition from LIBOR to an alternative index (generally, Term SOFR or Compounded SOFR) at different times. We expect substantially all of our loan investments and liabilities will transition by June 30, 2023.
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Interest-Earning Assets and Interest-Bearing Liabilities
The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for our loan portfolio (dollars in thousands):
| Three Months Ended, | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | September 30, 2022 | ||||||||||||||||||||
| Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield /financing cost(2) | Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | ||||||||||||||||
| Core Interest-earning assets: | |||||||||||||||||||||
| First mortgage loans | $ | 5,187,304 | $ | 100,325 | 7.7 | % | $ | 4,902,928 | $ | 74,680 | 6.1 | % | |||||||||
| Retained mezzanine loans | — | — | — | % | 35,000 | 817 | 17.4 | % | |||||||||||||
| Core interest-earning assets | $ | 5,187,304 | $ | 100,325 | 7.7 | % | $ | 4,937,928 | $ | 75,497 | 6.2 | % | |||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| Collateralized loan obligations | 2,465,513 | 34,653 | 5.6 | % | $ | 2,529,651 | $ | 26,380 | 4.2 | % | |||||||||||
| Secured credit agreements | 1,126,097 | 16,983 | 6.0 | % | 1,108,407 | 11,903 | 4.3 | % | |||||||||||||
| Secured revolving credit facility | 116,770 | 1,845 | 6.3 | % | 167,809 | 2,259 | 6.0 | % | |||||||||||||
| Asset-specific financing arrangements | 555,944 | 11,693 | 8.4 | % | 271,030 | 4,530 | 5.4 | % | |||||||||||||
| Total interest-bearing liabilities | $ | 4,264,324 | $ | 65,174 | 6.1 | % | $ | 4,076,897 | $ | 45,072 | 4.4 | % | |||||||||
| Net interest income(3) | $ | 35,151 | $ | 30,425 | |||||||||||||||||
| Other Interest-earning assets: | |||||||||||||||||||||
| Cash equivalents | $ | 216,858 | $ | 870 | 1.6 | % | $ | 309,619 | $ | 911 | 1.2 | % | |||||||||
| Accounts receivable from servicer/trustee | 334,245 | 1,163 | 1.4 | % | 365,018 | 452 | 0.5 | % | |||||||||||||
| Total interest-earning assets | $ | 5,738,407 | $ | 102,358 | 7.1 | % | $ | 5,612,565 | $ | 76,860 | 5.5 | % |
___________________________________
(1)Based on amortized cost for loans held for investment and interest-bearing liabilities as of December 31, 2022. Calculated balances as the month-end averages.
(2)Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.
(3)Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income and comprehensive income.
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The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and interest expense, and financing costs and the corresponding weighted average yields for our loan portfolio (dollars in thousands):
| Years Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | ||||||||||||||||||||
| Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield /financing cost(2) | Averageamortized cost(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | ||||||||||||||||
| Core Interest-earning assets: | |||||||||||||||||||||
| First mortgage loans | $ | 5,010,364 | $ | 299,457 | 6.0 | % | $ | 4,696,942 | $ | 235,638 | 5.0 | % | |||||||||
| Retained mezzanine loans | 34,987 | 3,403 | 9.7 | % | 34,209 | 4,523 | 13.2 | % | |||||||||||||
| Core interest-earning assets | $ | 5,045,351 | $ | 302,860 | 6.0 | % | $ | 4,731,151 | $ | 240,161 | 5.1 | % | |||||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| Collateralized loan obligations | 2,660,559 | 93,485 | 3.5 | % | $ | 2,612,455 | $ | 48,912 | 1.9 | % | |||||||||||
| Secured credit agreements | 1,135,636 | 45,228 | 4.0 | % | 1,049,949 | 32,681 | 3.1 | % | |||||||||||||
| Secured revolving credit facility | 102,703 | 4,940 | 4.8 | % | — | — | — | ||||||||||||||
| Asset-specific financing arrangements | 327,222 | 17,102 | 5.2 | % | — | — | — | ||||||||||||||
| Mortgage loan payable | — | — | — | 41,667 | 3,497 | 8.4 | % | ||||||||||||||
| Total interest-bearing liabilities | $ | 4,226,120 | $ | 160,755 | 3.8 | % | $ | 3,704,071 | $ | 85,090 | 2.3 | % | |||||||||
| Net interest income(3) | $ | 142,105 | $ | 155,071 | |||||||||||||||||
| Other Interest-earning assets: | |||||||||||||||||||||
| Cash equivalents | $ | 297,721 | $ | 2,004 | 0.9 | % | $ | 150,685 | $ | 19 | 0.0 | % | |||||||||
| Accounts receivable from servicer/trustee | 212,383 | 1,648 | 1.0 | % | 90,662 | 5 | 0.0 | % | |||||||||||||
| Total interest-earning assets | $ | 5,555,455 | $ | 306,512 | 5.5 | % | $ | 4,972,498 | $ | 240,185 | 4.8 | % |
____________________________________
(1)Based on amortized cost for loans held for investment and interest-bearing liabilities as of December 31, 2022. Calculated balances as the month-end averages.
(2)Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance.
(3)Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income and comprehensive income.
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Our Results of Operations
Operating Results
Comparison of the Three Months Ended December 31, 2022 and September 30, 2022
The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | September 30, 20222 | Variance | ||||||||
| Interest income and interest expense | ||||||||||
| Interest income | $ | 100,325 | $ | 75,497 | $ | 24,828 | ||||
| Interest expense | (65,174) | (45,072) | (20,102) | |||||||
| Net interest income | 35,151 | 30,425 | 4,726 | |||||||
| Other revenue | ||||||||||
| Other income, net | 840 | 1,362 | (522) | |||||||
| Total other revenue | 840 | 1,362 | (522) | |||||||
| Other expenses | ||||||||||
| Professional fees | 1,365 | 1,074 | 291 | |||||||
| General and administrative | 1,084 | 1,197 | (113) | |||||||
| Stock compensation expense | 1,526 | 932 | 594 | |||||||
| Servicing and asset management fees | 494 | 494 | — | |||||||
| Management fee | 5,984 | 5,906 | 78 | |||||||
| Total other expenses | 10,453 | 9,603 | 850 | |||||||
| Credit loss (expense) benefit, net | 10,858 | (136,666) | 147,524 | |||||||
| (Loss) income before income taxes | 36,396 | (114,482) | 150,878 | |||||||
| Income tax expense, net | (202) | (125) | (77) | |||||||
| Net (loss) income | $ | 36,194 | $ | (114,607) | $ | 150,801 | ||||
| Preferred stock dividends and participating securities' share in earnings | (3,552) | (3,307) | (245) | |||||||
| Net (loss) income attributable to common stockholders - see Note 11 | $ | 32,642 | $ | (117,914) | $ | 150,556 | ||||
| Other comprehensive income (loss) | ||||||||||
| Net (loss) income | $ | 36,194 | $ | (114,607) | $ | 150,801 | ||||
| Comprehensive net (loss) income | $ | 36,194 | $ | (114,607) | $ | 150,801 | ||||
| (Loss) earnings per common share, basic(1) | $ | 0.42 | $ | (1.52) | $ | 1.94 | ||||
| (Loss) earnings per common share, diluted(1) | $ | 0.42 | $ | (1.52) | $ | 1.94 | ||||
| Dividends declared per common share | $ | 0.24 | $ | 0.24 | $ | — |
___________________________________
(1)Basic and diluted (loss) earnings per common share are computed independently based on the weighted-average shares of common stock outstanding. Diluted earnings per common share also includes the impact of participating securities outstanding plus any incremental shares that would be outstanding assuming the exercise of the Warrants.
(2)Additional information regarding our consolidated results of operations and financial performance for the three months ended September 30, 2022 can be found in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the SEC on November 1, 2022.
Net Interest Income
Net interest income increased by $4.7 million to $35.2 million during the three months ended December 31, 2022 compared to $30.4 million for the three months ended September 30, 2022. The increase was primarily due to an increase in the average loan balance, an increase in benchmark interest rates, and the collection of a $1.1 million prepayment penalty during the three months ended December 31, 2022. This was partially offset by an increase in the benchmark index rates tied to all of our loans and borrowings which increased our interest expense more quickly than it increased our interest income. By the end of the third quarter of 2022, the benchmark index rates exceeded the highest of the rate floors embedded in certain of our loans, which had previously constrained increases in interest income in response to rising benchmark rates. Additionally, our weighted average interest rate floors were unchanged from 0.85% as of December 31, 2022 and September 30, 2022.
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Other Revenue
Other revenue decreased $0.5 million for the three months ended December 31, 2022 compared to the three months ended September 30, 2022 primarily due to operating expenses incurred at our real estate owned office property during our brief period of ownership, partially offset by an increase in interest rates earned on cash balances.
Other Expenses
Other expenses increased $0.9 million for the three months ended December 31, 2022 compared to the three months ended September 30, 2022, primarily due to an increase in stock compensation expense of $0.6 million resulting from restricted stock grants made during the fourth quarter as part of the Company's year-end compensation cycle.
Credit Loss (Expense) Benefit
Credit loss (expense) benefit decreased by $147.5 million for the three months ended December 31, 2022 compared to the three months ended September 30, 2022. The decrease to our credit loss expense was due to a significant increase in the reserve during the three months ended September 30, 2022 due to weakening credit indicators, rising interest rates, inflationary expectations, an uncertain macroeconomic outlook that informed a more conservative macroeconomic forecast used to estimate our potential future credit losses, weakening conditions in the capital markets and a decline in investment sales, and new loan investments offset by loan repayments in-full. See Notes 3 and 15 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our allowance for credit losses, risk ratings, and property type concentration risk.
Preferred Stock Dividends and Participating Securities Share in Earnings
During the three months ended December 31, 2022 and September 30, 2022, we declared and paid a cash dividend of $3.1 million related to our Series C Preferred Stock.
Dividends Declared Per Common Share
During the three months ended December 31, 2022, we declared cash dividends of $0.24 per common share, or $19.0 million. During the three months ended September 30, 2022, we declared cash dividends of $0.24 per common share, or $18.7 million.
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Comparison of the Years Ended December 31, 2022 and December 31, 2021
The following table sets forth information regarding our consolidated results of operations (dollars in thousands, except per share data):
| Years Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | Variance | ||||||||
| Interest income and interest expense | ||||||||||
| Interest income | $ | 302,860 | $ | 240,161 | $ | 62,699 | ||||
| Interest expense | (160,755) | (85,090) | (75,665) | |||||||
| Net interest income | 142,105 | 155,071 | (12,966) | |||||||
| Other revenue | ||||||||||
| Other income, net | 2,849 | 560 | 2,289 | |||||||
| Total other revenue | 2,849 | 560 | 2,289 | |||||||
| Other expenses | ||||||||||
| Professional fees | 4,735 | 4,835 | (100) | |||||||
| General and administrative | 4,399 | 4,392 | 7 | |||||||
| Stock compensation expense | 5,052 | 5,763 | (711) | |||||||
| Servicing and asset management fees | 1,975 | 1,608 | 367 | |||||||
| Management fee | 23,455 | 21,519 | 1,936 | |||||||
| Incentive management fee | 5,183 | — | 5,183 | |||||||
| Total other expenses | 44,799 | 38,117 | 6,682 | |||||||
| Gain on sale of real estate owned, net | 13,291 | 15,790 | (2,499) | |||||||
| Credit loss (expense) benefit, net | (172,982) | 6,310 | (179,292) | |||||||
| Income before income taxes | (59,536) | 139,614 | (199,150) | |||||||
| Income tax expense, net | (530) | (1,064) | 534 | |||||||
| Net income | $ | (60,066) | $ | 138,550 | $ | (198,616) | ||||
| Preferred stock dividends and participating securities' share in earnings | (13,578) | (19,911) | 6,333 | |||||||
| Series B Preferred Stock redemption make-whole payment | — | (22,485) | 22,485 | |||||||
| Series B Preferred Stock accretion, including allocated Warrant fair value and transaction costs | — | (25,449) | 25,449 | |||||||
| Net income attributable to common stockholders - see Note 11 | $ | (73,644) | $ | 70,705 | $ | (144,349) | ||||
| Other comprehensive income | ||||||||||
| Net income | $ | (60,066) | $ | 138,550 | $ | (198,616) | ||||
| Comprehensive net income | $ | (60,066) | $ | 138,550 | $ | (198,616) | ||||
| Earnings per common share, basic(1) | $ | (0.95) | $ | 0.92 | $ | (1.87) | ||||
| Earnings per common share, diluted(1) | $ | (0.95) | $ | 0.87 | $ | (1.82) | ||||
| Dividends declared per common share | $ | 0.96 | $ | 0.95 | $ | 0.01 |
___________________________________
(1)Basic and diluted earnings per common share are computed independently based on the weighted-average shares of common stock outstanding. Diluted earnings per common share also includes the impact of participating securities outstanding plus any incremental shares that would be outstanding assuming the exercise of the Warrants.
Net Interest Income
Net interest income decreased $13.0 million to $142.1 million during the year ended December 31, 2022 compared to $155.1 million for the year ended December 31, 2021. The decrease was primarily due to an increase in the weighted average index rate, which increased our interest expense, and the lingering impact of high-rate floors on certain of our loans, which limited an increase in interest income on these loans until late in the third quarter, when benchmark rates exceeded 100% of our rate floors during the year ended December 31, 2022. Our weighted average interest rate floors decreased from 1.10% as of December 31, 2021 to 0.85% as of December 31, 2022.
Other Revenue
Other revenue increased $2.3 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to an increase in interest rates earned on our cash balances and $0.4 million recognized in association with our REO prior to its sale during the second quarter of 2022.
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Other Expenses
Other expenses increased $6.7 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to incentive management fees of $5.2 million resulting from an increase in Core Earnings primarily attributable to the $13.3 million gain on sale of real estate owned, net during the second quarter of 2022. Additionally, management fee expense increased $1.9 million for the year ended December 31, 2022 compared to the same period in 2021.
Gain on Sale of Real Estate Owned, net
During the year ended December 31, 2022, we sold the remaining 10 acre parcel of the Las Vegas land for net cash proceeds of $73.9 million and recognized a gain on sale of real estate owned, net of $13.3 million. During the year ended December 31, 2021, we sold 10 acres of the Las Vegas land generating net cash proceeds of $54.4 million and a gain on sale of $15.8 million.
Credit Loss (Expense) Benefit
Credit loss (expense) benefit increased by $179.3 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to a $172.8 million increase to our allowance for credit losses during the year ended December 31, 2022 compared to a $6.3 million benefit recognized during the comparable period. The increase to the Company's allowance for credit losses was due to weakening credit indicators, weakening conditions in the capital markets and a decline in investment sales, inflationary expectations, an uncertain macroeconomic outlook that informed a more conservative macroeconomic forecast used to estimate our potential future credit losses, and new loan investments offset by loan repayments in-full. See Notes 3 and 15 to our Consolidated Financial Statements included in this Form 10-K for additional details regarding our allowance for credit losses, risk ratings, and property type concentration risk.
Income Tax Expense
Income tax expense decreased $0.5 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to a reduction of excess inclusion income (“EII”) generated by certain of our CRE CLOs. Any EII generated by our CRE CLOs is ultimately allocated further to our TRSs. Consequently, no EII is allocated to us and, as a result, our shareholders will not be allocated any EII or unrelated business taxable income by us. See Note 9 to our Consolidated Financial Statements included in this Form 10-K for details.
Preferred Stock Dividends and Participating Securities Share in Earnings
During the year ended December 31, 2022, we declared and paid a cash dividend of $12.6 million related to our Series C Preferred Stock. During the year ended December 31, 2021, we declared and paid a cash dividend of $12.3 million related to our Series B Preferred Stock and $6.9 million related to our Series C Preferred Stock.
Series B Preferred Stock Redemption Make-Whole Payment
During the year ended December 31, 2021, we made a make-whole payment of $22.5 million to the holder of the Series B Preferred Stock for an amount equal to the present value of all remaining dividend payments due on such shares of Series B Preferred Stock from and after the redemption date (any not including any declared or paid dividends or accrued dividends prior to such redemption date) through the second anniversary of the original issue date, computed in accordance with the terms of the Articles Supplementary. See Note 12 to our Consolidated Financial Statements included in this Form 10-K for additional details.
Series B Preferred Stock Accretion, Including Allocated Warrant Fair Value and Transaction Costs
During the year ended December 31, 2021, in connection with the redemption of the Series B Preferred Stock, we accelerated and wrote-off the unamortized discount related to the allocated Warrant fair value and transaction costs. See Note 12 to our Consolidated Financial Statements included in this Form 10-K for additional details.
Dividends Declared Per Common Share
During the year ended December 31, 2022, we declared cash dividends of $0.96 per common share, or $75.1 million. During the year ended December 31, 2021, we declared cash dividends of $0.95 per common share, or $73.8 million.
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Liquidity and Capital Resources
Capitalization
We have capitalized our business to-date through, among other things, the issuance and sale of shares of our common stock, issuance of Series C Preferred Stock classified as permanent equity, issuance of Series B Preferred Stock treated as temporary equity, borrowings under secured credit agreements, secured revolving credit facilities, collateralized loan obligations, mortgage loan payable, asset-specific financings, and non-consolidated senior interests. As of December 31, 2022, we had outstanding 77.4 million shares of our common stock representing $1.1 billion of stockholders’ equity, $194.4 million of Series C Preferred Stock, and $4.2 billion of outstanding borrowings used to finance our investments and operations.
See Notes 5 and 6 to our Consolidated Financial Statements included in this Form 10-K for details regarding our borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financings and collateralized loan obligations.
Debt-to-Equity Ratio and Total Leverage Ratio
Our Debt-to-Equity ratio and Total Leverage ratio as of December 31, 2022 reflect the increase in our allowance for credit losses during the year ended December 31, 2022 of $173.0 million.
The following table presents our Debt-to-Equity ratio and Total Leverage ratio:
| December 31, 2022 | December 31, 2021 | ||
|---|---|---|---|
| Debt-to-equity ratio(1) | 2.97x | 2.36x | |
| Total leverage ratio(2) | 2.97x | 2.45x |
__________________________________
(1)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable (if any), less cash, to (ii) total stockholders’ equity, at period end.
(2)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable (if any), plus non-consolidated senior interests sold or co-originated (if any), less cash, to (ii) total stockholders’ equity, at period end.
Sources of Liquidity
Our primary sources of liquidity include cash and cash equivalents, available borrowings under secured credit agreements, available borrowings under our asset-specific financing arrangements, capacity in our collateralized loan obligations available for reinvestment, and a secured revolving credit facility.
Our current sources of near-term liquidity are set forth in the following table (dollars in thousands):
| December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 254,050 | $ | 260,635 | ||
| Secured credit agreements | 38,380 | 60,319 | ||||
| Secured revolving credit facility | 556 | — | ||||
| Asset-specific financing arrangements | 770 | — | ||||
| Collateralized loan obligation proceeds held at trustee | 297,168 | 204 | ||||
| Total | $ | 590,924 | $ | 321,158 |
Our existing loan portfolio provides us with liquidity as loans are repaid or sold, in whole or in part, of which some proceeds may be included in accounts receivable from our servicers until released and the proceeds from such repayments become available for us to reinvest. For the year ended December 31, 2022, loan repayments (including $1.3 million of accrued PIK interest) totaled $1,508.2 million. Additionally, we held unencumbered loan investments with an aggregate unpaid principal balance of $5.6 million that are eligible to pledge under our existing financing arrangements.
Uses of Liquidity
In addition to our ongoing loan activity, our primary liquidity needs include interest and principal payments under our $4.2 billion of outstanding borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements, and collateralized loan obligations, $426.1 million of unfunded loan commitments on our loans held for investment, dividend distributions to our preferred and common stockholders, and operating expenses.
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Consolidated Cash Flows
Our primary cash flow activities involve actively managing our investment portfolio, originating floating rate, first mortgage loan investments, and raising capital through public offerings of our equity and debt securities.
The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash balances (dollars in thousands):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Cash flows provided by operating activities | $ | 100,496 | $ | 132,167 | ||
| Cash flows (used in) investing activities | (452,561) | (342,898) | ||||
| Cash flows provided by financing activities | 345,341 | 152,101 | ||||
| Net change in cash, cash equivalents, and restricted cash | $ | (6,724) | $ | (58,630) |
Operating Activities
During the year ended December 31, 2022 and 2021, cash flows provided by operating activities totaled $100.5 million and $132.2 million, respectively, primarily related to net interest income, offset by operating expenses.
Investing Activities
During the year ended December 31, 2022, cash flows used in investing activities totaled $452.6 million primarily due to new loan originations and acquisitions of $1,519.4 million, advances on loans and capital expenditures related to REO and other lending of $145.2 million and $5.1 million, respectively, offset by loan repayments of $1,062.4 million and proceeds from the sale of real estate owned of $154.7 million. During the year ended December 31, 2021 cash flows used in investing activities totaled $342.9 million primarily due to new loan originations of $1,623.6 million and advances on loans of $144.6 million, offset by loan repayments of $1,225.3 million, proceeds from sales of loans of $145.7 million and proceeds from the sale of real estate owned of $54.4 million.
Financing Activities
During the year ended December 31, 2022, cash flows provided by financing activities totaled $345.3 million primarily due to the issuance of TRTX 2022-FL5 which generated gross proceeds of $907.0 million, borrowings on our secured financing agreements of $1,333.0 million, borrowings on our asset-specific financing arrangements of $584.8 million, offset by repayments of CRE CLO liabilities of $1,001.9 million (of which $600.8 million related to the redemption of TRTX 2018-FL2), payments on secured financing agreements of $1,346.6 million, payments on asset-specific financing arrangements of $19.5 million and payment of dividends on our common stock and Series C Preferred Stock of $92.9 million. During the year ended December 31, 2021, cash flows provided by financing activities totaled $152.1 million primarily due to proceeds from the issuance of TRTX 2021-FL4 of $1.04 billion net of the FL4 Ramp-Up Account of $308.9 million, issuance of Series C Preferred Stock of $201.3 million offset by net payments on secured financing agreements of $356.6 million, payments related to the redemption of Series B Preferred Stock of $247.5 million, payment of dividends on our common stock and Series B Preferred Stock of $98.3 million and payments of deferred financing costs of $11.1 million.
See Note 5 to our Consolidated Financial Statements included in this Form 10-K for additional details related to our CRE CLO financing activities.
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Contractual Obligations and Commitments
Our contractual obligations and commitments as of December 31, 2022 were as follows (dollars in thousands):
| Total obligation | Payment timing | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1 to 3 Years | 3 to 5 Years | More than 5 Years | |||||||||||||||
| Unfunded loan commitments(1) | $ | 426,061 | $ | 148,621 | $ | 277,440 | $ | — | $ | — | ||||||||
| Collateralized loan obligations—principal(2) | 2,461,170 | 879,513 | 620,911 | 215,213 | 745,533 | |||||||||||||
| Secured credit agreements—principal(3) | 1,108,386 | 304,120 | 804,266 | — | — | |||||||||||||
| Secured revolving credit facility—principal(3) | 44,279 | — | 44,279 | — | — | |||||||||||||
| Asset-specific financing arrangements—principal(4) | 565,376 | 97,829 | 211,940 | 255,607 | — | |||||||||||||
| Collateralized loan obligations—interest(5) | 393,133 | 27,414 | 75,887 | 42,471 | 247,361 | |||||||||||||
| Secured credit agreements—interest(5) | 133,272 | 15,654 | 117,618 | — | — | |||||||||||||
| Secured revolving credit facility—interest(3) | 7,915 | — | 7,915 | — | — | |||||||||||||
| Asset-specific financing arrangements—interest(5) | 105,476 | 6,814 | 27,452 | 71,210 | — | |||||||||||||
| Total | $ | 5,245,068 | $ | 1,479,965 | $ | 2,187,708 | $ | 584,501 | $ | 992,894 |
________________________________________
(1)The allocation of our unfunded loan commitments for our loans held for investment portfolio is based on the earlier of the commitment expiration date and the loan maturity date.
(2)Collateralized loan obligation liabilities are based on the fully extended maturity of mortgage loan collateral, considering the reinvestment window of our collateralized loan obligation.
(3)The allocation of secured credit agreements and secured revolving credit facility is based on the extended maturity date for those secured financing agreements where extensions are at our option, subject to no default, or the current maturity date of those facilities where extension options are subject to counterparty approval.
(4)The allocation of asset-specific financing arrangements are based on the extended maturity date for the specific arrangement or, in the case of the BMO Facility and the Institutional Lender 2 arrangement, the fully extended maturity date of the underlying mortgage loan collateral.
(5)Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured debt agreements, asset-specific financing arrangements and collateralized loan obligations and the interest rates 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 are indexed to LIBOR or Term SOFR; our related liabilities are indexed to LIBOR, Compounded SOFR or Term SOFR.
With respect to our debt obligations that are contractually due within the next five years, we plan to employ several strategies to meet these obligations, including: (i) exercising maturity date extension options that exist in our current financing arrangements; (ii) negotiating extensions of terms with our providers of credit; (iii) periodically accessing the private and public equity and debt capital markets to raise cash to fund new investments or the repayment of indebtedness; (iv) the issuance of additional structured finance vehicles, such as collateralized loan obligations similar to TRTX 2022-FL5, TRTX 2021-FL4, or TRTX 2019-FL3 as a method of financing; (v) term loans with private lenders; (vi) selling loans to generate cash to repay our debt obligations; and/or (vii) applying repayments from underlying loans to satisfy the debt obligations which they secure. Although these avenues have been available to us in the past, we cannot offer any assurance that we will be able to access any or all of these alternatives in the future.
We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. During the year ended December 31, 2022, our Manager earned $5.2 million of incentive management fees. See Note 10 to our Consolidated Financial Statements included in this Form 10-K for additional terms and details of the fees payable under our Management Agreement.
As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. In 2017, the IRS issued a revenue procedure permitting “publicly offered” REITs to make elective stock dividends (i.e. dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. Pursuant to this revenue procedure, we may elect to make future distributions of our taxable income in a mixture of stock and cash.
Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described above. See Note 9 to our Consolidated Financial Statements included in this Form 10-K for additional details.
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Corporate Activities
Dividends
Upon the approval of our Board of Directors, we accrue dividends. Dividends are paid first to the holders of our Series A preferred stock at the rate of 12.5% of the total $0.001 million liquidation preference per annum plus all accumulated and unpaid dividends thereon, then to the holder of our Series B Preferred Stock (which was redeemed in-full on June 16, 2021) at the rate of 11.0% per annum of the $25.00 per share liquidation preference, then to the holders of our Series C Preferred Stock at the rate of 6.25% per annum of the $25.00 per share liquidation preference, and then to the holders of our common stock, in each case, to the extent outstanding. We intend to distribute each year not less than 90% of its taxable income to its stockholders to comply with the REIT provisions of the Internal Revenue Code. The Board of Directors will determine whether to pay future dividends, entirely in cash, or in a combination of stock and cash based on facts and circumstances at the time such decisions are made.
On December 9, 2022, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.0 million in the aggregate, for the fourth quarter of 2022. The common stock dividend was paid on January 25, 2023 to the holders of record of our common stock as of December 29, 2022.
On December 9, 2022, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2022. The Series C Preferred Stock dividend was paid on December 30, 2022 to the preferred stockholders of record as of December 20, 2022.
On December 13, 2021, the Company’s Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $18.7 million in the aggregate, for the fourth quarter of 2021. The Board of Directors also declared and approved an additional, non-recurring special cash dividend of $0.07 per share of common stock, or $5.5 million in the aggregate, attributable to the Company's estimated 2021 REIT taxable income which was previously undistributed. The fourth quarter regular and special dividends were paid on January 25, 2022 to the holders of record of the Company’s common stock as of December 29, 2021.
On December 9, 2021, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for for the fourth quarter of 2021. The Series C Preferred Stock dividend was paid on December 30, 2021 to the preferred stockholders of record as of December 20, 2021.
For the year ended December 31, 2022 and 2021, common stock dividends in the amount of $75.1 million and $73.8 million, respectively, were declared and approved.
As of December 31, 2022 and December 31, 2021, common stock dividends of $19.0 million and $24.2 million, respectively, were unpaid and are reflected in dividends payable on our consolidated balance sheets.
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Critical Accounting Policies and Use of Estimates
The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, valuation of our investment portfolio and disclosure of contingent assets and liabilities, among other items. Our management bases these estimates and judgments about current, and for some estimates, future economic and market conditions and their effects on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses.
If conditions change from those expected, it is possible that our judgments, estimates and assumptions could change, which may result in a change in our interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, and valuation of our investment portfolio, among other effects. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the consolidated financial statements in the period in which the actual amounts become known. We believe our critical accounting estimates could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.
During 2022, our Manager reviewed and evaluated our critical accounting policies and believes them to be appropriate. The following is a summary of our significant accounting policies that we believe are the most affected by our Manager’s judgments, estimates, and assumptions:
Allowance for Credit Losses
As discussed in Note 2 to the Consolidated Financial Statements included in this Form 10-K, on January 1, 2020, we adopted Accounting Standard Update (“ASU”) 2016-13, Financial Instruments-Credit Losses, and subsequent amendments, which replaced the incurred loss methodology with an expected loss model known as the Current Expected Credit Loss ("CECL") model. The initial CECL reserve recorded on January 1, 2020 is reflected as a direct charge to our retained earnings on the consolidated statements of changes in equity. Subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of income (loss) and comprehensive income (loss). The allowance for credit losses measured under the CECL accounting framework represents an estimate of current expected losses for our existing portfolio of loans held for investment and is presented as a valuation reserve on our consolidated balance sheets. Expected credit losses related to non-cancelable unfunded loan commitments are accounted for as separate liabilities included in accrued expenses and other liabilities on the consolidated balance sheets. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheets, is adjusted by a credit loss benefit (expense), which is reported in earnings in the consolidated statements of income (loss) and comprehensive income (loss) and reduced by the write-off of loan amounts, net of recoveries and additions related to purchased credit-deteriorated (“PCD”) assets, if relevant. The allowance for credit losses includes a modeled component and an individually-assessed component. We have elected to not measure an allowance for credit losses on accrued interest receivables related to all of our loans held for investment because we write off uncollectible accrued interest receivable in a timely manner pursuant to our non-accrual policy, described above.
We consider key credit quality indicators in underwriting loans and estimating credit losses, including but not limited to: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; debt service and coverage ratio; our risk rating for the same and similar loans; and prior experience with the borrower and sponsor. This information is used to assess the financial and operating capability, experience and profitability of the sponsor/borrower. Ultimate repayment of our loans is sensitive to interest rate changes, general economic conditions, liquidity, LTV ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement short-term or long-term financing. The loans in our commercial mortgage loan portfolio are secured by collateral of the following property types: office; life science; multifamily; hotel; industrial; mixed-use; land for industrial and office use; and self storage.
Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by a partnership interest or similar equity interest in an entity that owns real estate. We regularly evaluate on a loan-by-loan basis, typically no less frequently than quarterly, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, and the financial and operating capability of the borrower/sponsor. We also evaluate the financial strength of loan guarantors, if any, and the borrower’s competency in managing and operating the property or properties. In addition, we consider the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management, who utilize various data sources, including, to the extent available (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other market data.
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Quarterly, we evaluate the risk of all loans and assign a risk rating based on a variety of factors, grouped as follows: (i) loan and credit structure, including the as-is LTV and structural features; (ii) quality and stability of real estate value and operating cash flow, including debt yield, property type, dynamics of the geography, property type and local market, physical condition, stability of cash flow, leasing velocity and quality and diversity of tenancy; (iii) performance against underwritten business plan; and (iv) quality, experience and financial condition of sponsor, borrower and guarantor(s). Based on a 5-point scale, our loans are rated “1” through “5,” from least risk to greatest risk, respectively, which ratings are defined as follows:
1 -Outperform—Exceeds performance metrics (for example, technical milestones, occupancy, rents, net operating income) included in original or current credit underwriting and business plan;
2 -Meets or Exceeds Expectations—Collateral performance meets or exceeds substantially all performance metrics included in original or current underwriting / business plan;
3 -Satisfactory—Collateral performance meets or is on track to meet underwriting; business plan is met or can reasonably be achieved;
4 -Underperformance—Collateral performance falls short of original underwriting, material differences exist from business plan, or both; technical milestones have been missed; defaults may exist, or may soon occur absent material improvement; and
5 -Default/Possibility of Loss—Collateral performance is significantly worse than underwriting; major variance from business plan; loan covenants or technical milestones have been breached; the loan is in default or substantially in default; timely exit from loan via sale or refinancing is questionable; significant risk of principal loss.
We generally assign a risk rating of “3” to all loans originated or acquired during the most recent quarter, except when specific circumstances warrant an exception.
Our CECL reserve also reflects estimates of the current and future economic conditions that impact the performance of the commercial real estate assets securing the loans. These estimates include unemployment rates, inflation rates, interest rates, price indices for commercial property, current and expected future availability of liquidity in the commercial property debt and equity capital markets, 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 our loan portfolio’s performance. Selection of the economic forecast or forecasts used, in conjunction with loan level inputs, to determine the CECL reserve requires significant judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty. The actual economic conditions impacting our loan portfolio could vary significantly from the estimates made for the periods presented.
The commercial property investment sales and commercial mortgage loan markets have experienced uneven liquidity due to global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, increased interest rates, currency fluctuations, labor shortages and challenges in the supply chain, coupled with the war in Ukraine and the lingering aftereffects of COVID-19, which continue to make it more difficult to estimate key inputs for estimating the allowance for credit losses. The amount of allowance for credit losses is influenced by the size of our loan portfolio, loan asset quality, risk rating, delinquency status, historic loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. We employ two methods to estimate credit losses in our loan portfolio: (1) a model-based approach and (2) an individually-assessed approach for loans considered to be "collateral-dependent" as the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral and the borrower is experiencing financial difficulty or foreclosure is probable. Estimates made by us are necessarily subject to change due to the limited number of observable inputs and uncertainty regarding the global macroeconomic conditions described above. See Note 2 to the Consolidated Financial Statements in this Form 10-K for further discussion of our methodologies.
Significant judgment is required when estimating future credit losses and as a result actual losses over time could be materially different. During the year ended December 31, 2022, we recognized an increase of $168.4 million, respectively, to our allowance for credit losses. The credit loss allowance was $214.6 million as of December 31, 2022.
See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a listing and description of our significant accounting policies.
Recent Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 to our Consolidated Financial Statements included in this Form 10-K.
Subsequent Events
For a discussion of subsequent events, see Note 16 to our Consolidated Financial Statements included in this Form 10-K.
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Loan Portfolio Details
The following table provides details with respect to our loans held for investment portfolio on a loan-by-loan basis as of December 31, 2022 (dollars in millions, except loan per square foot/unit):
| Loan # | Form of investment | Origination or acquisition date(2) | Total loan | Principal balance | Amortizedcost(3) | Interest rate(4) | All-inyield(5) | Fixed / floating | Extendedmaturity(6) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(7) | Riskrating(8) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First mortgage loans(1) | |||||||||||||||||||||||||||||||||||||
| 1 | Senior Loan | 7/28/2022 | $ | 245.0 | $ | 245.0 | $ | 245.0 | S + 3.4% | S + 3.7% | Floating | 8/9/2027 | San Jose, CA | Multifamily | Bridge | $444,646 Unit | 75.9 | % | 3 | ||||||||||||||||||
| 2 | Senior Loan(10) | 8/21/2019 | 228.8 | 226.9 | 226.9 | L + 1.5% | L + 1.7% | Floating | 9/9/2024 | New York, NY | Office | Light Transitional | $452 Sq ft | 65.2 | % | 3 | |||||||||||||||||||||
| 3 | Senior Loan | 5/5/2021 | 215.0 | 174.8 | 174.3 | L + 3.9% | L + 4.1% | Floating | 5/9/2026 | Daly City, CA | Life Science | Moderate Transitional | $545 Sq ft | 63.1 | % | 3 | |||||||||||||||||||||
| 4 | Senior Loan | 7/20/2021 | 188.0 | 187.0 | 187.0 | L + 3.4% | L + 3.6% | Floating | 8/9/2026 | Various, NJ | Multifamily | Bridge | $151,369 Unit | 71.3 | % | 3 | |||||||||||||||||||||
| 5 | Senior Loan(11) | 9/18/2019 | 175.0 | 175.0 | 175.0 | L + 2.9% | L + 3.2% | Floating | 12/9/2023 | New York, NY | Office | Moderate Transitional | $791 Sq ft | 65.2 | % | 3 | |||||||||||||||||||||
| 6 | Senior Loan(12) | 6/28/2018 | 177.6 | 169.6 | 169.6 | L + 4.7% | L + 5.1% | Floating | 3/9/2024 | Philadelphia, PA | Office | Bridge | $166 Sq ft | 73.6 | % | 4 | |||||||||||||||||||||
| 7 | Senior Loan | 8/7/2018 | 152.6 | 110.4 | 110.4 | L + 3.4% | L + 3.6% | Floating | 8/9/2024 | Atlanta, GA | Office | Light Transitional | $215 Sq ft | 61.4 | % | 3 | |||||||||||||||||||||
| 8 | Senior Loan(13) | 9/1/2022 | 148.5 | 140.8 | 137.6 | L + 3.5% | L + 3.0% | Floating | 6/9/2026 | Dallas, TX | Hotel | Bridge | $445,946 Unit | 54.2 | % | 2 | |||||||||||||||||||||
| 9 | Senior Loan | 5/15/2019 | 141.0 | 132.5 | 132.5 | L + 3.6% | L + 4.0% | Floating | 9/9/2023 | New York, NY | Mixed-Use | Moderate Transitional | $1,717 Sq ft | 61.0 | % | 4 | |||||||||||||||||||||
| 10 | Senior Loan(14) | 9/1/2022 | 128.0 | 128.0 | 119.2 | L + 3.5% | L + 3.9% | Floating | 11/15/2023 | San Francisco, CA | Multifamily | Bridge | $388,528 Unit | 67.1 | % | 4 | |||||||||||||||||||||
| 11 | Senior Loan | 5/7/2021 | 122.5 | 120.2 | 120.2 | L + 2.9% | L + 3.1% | Floating | 5/9/2026 | Towson, MD | Multifamily | Bridge | $147,947 Unit | 70.2 | % | 3 | |||||||||||||||||||||
| 12 | Senior Loan | 6/14/2021 | 114.0 | 86.0 | 86.0 | L + 3.1% | L + 3.4% | Floating | 7/9/2026 | Hayward, CA | Life Science | Moderate Transitional | $308 Sq ft | 49.7 | % | 3 | |||||||||||||||||||||
| 13 | Senior Loan(15) | 9/1/2022 | 112.8 | 112.8 | 112.4 | L + 3.3% | L + 2.7% | Floating | 8/9/2024 | Brooklyn, NY | Multifamily | Bridge | $473,950 Unit | 50.9 | % | 2 | |||||||||||||||||||||
| 14 | Senior Loan | 12/20/2018 | 105.9 | 101.9 | 101.9 | L + 4.0% | L + 4.2% | Floating | 1/9/2024 | Torrance, CA | Mixed-Use | Moderate Transitional | $254 Sq ft | 61.1 | % | 4 | |||||||||||||||||||||
| 15 | Senior Loan | 12/18/2019 | 101.0 | 86.5 | 86.5 | L + 2.6% | L + 2.9% | Floating | 1/9/2025 | Arlington, VA | Office | Light Transitional | $319 Sq ft | 71.1 | % | 4 | |||||||||||||||||||||
| 16 | Senior Loan | 4/1/2022 | 97.0 | 76.9 | 76.9 | S + 3.4% | S + 3.7% | Floating | 4/9/2027 | Los Angeles, CA | Multifamily | Moderate Transitional | $551,136 Unit | 60.0 | % | 4 | |||||||||||||||||||||
| 17 | Senior Loan | 12/9/2021 | 96.0 | 91.1 | 90.5 | L + 3.8% | L + 4.1% | Floating | 12/9/2026 | Los Angeles, CA | Multifamily | Light Transitional | $213,808 Unit | 78.1 | % | 3 | |||||||||||||||||||||
| 18 | Senior Loan | 10/27/2021 | 92.2 | 90.5 | 90.5 | L + 3.3% | L + 3.6% | Floating | 11/9/2026 | Nashville, TN | Multifamily | Light Transitional | $143,984 Unit | 73.2 | % | 3 | |||||||||||||||||||||
| 19 | Senior Loan | 6/29/2021 | 90.0 | 86.8 | 86.8 | L + 3.0% | L + 3.3% | Floating | 7/9/2026 | Columbus, OH | Multifamily | Light Transitional | $109,756 Unit | 79.0 | % | 3 | |||||||||||||||||||||
| 20 | Senior Loan | 11/21/2022 | 87.0 | 59.8 | 58.9 | S + 5.3% | S + 5.7% | Floating | 12/9/2027 | Dallas, TX | Office | Moderate Transitional | $103 Sq ft | 60.8 | % | 3 | |||||||||||||||||||||
| 21 | Senior Loan | 9/25/2020 | 80.9 | 71.3 | 71.3 | L + 3.0% | L + 3.1% | Floating | 4/9/2025 | Brooklyn, NY | Office | Light Transitional | $182 Sq ft | 78.4 | % | 5 | |||||||||||||||||||||
| 22 | Senior Loan | 11/30/2021 | 80.0 | 79.5 | 79.0 | L + 3.5% | L + 3.8% | Floating | 12/9/2026 | Arlington Heights, IL | Multifamily | Bridge | $304,183 Unit | 70.9 | % | 4 | |||||||||||||||||||||
| 23 | Senior Loan | 8/8/2019 | 76.5 | 64.1 | 64.1 | L + 3.0% | L + 3.2% | Floating | 8/9/2024 | Orange, CA | Office | Moderate Transitional | $225 Sq ft | 64.2 | % | 5 | |||||||||||||||||||||
| 24 | Senior Loan | 12/10/2019 | 75.8 | 61.5 | 61.5 | L + 2.6% | L + 2.8% | Floating | 12/9/2024 | San Mateo, CA | Office | Moderate Transitional | $368 Sq ft | 65.8 | % | 4 | |||||||||||||||||||||
| 25 | Senior Loan | 10/12/2021 | 74.0 | 70.0 | 70.0 | L + 5.3% | L + 5.6% | Floating | 10/9/2025 | Los Angeles, CA | Hotel | Bridge | $250,847 Unit | 60.9 | % | 3 | |||||||||||||||||||||
| 26 | Senior Loan | 7/28/2022 | 72.0 | 71.0 | 71.0 | S + 4.0% | S + 4.3% | Floating | 8/9/2027 | Yonkers, NY | Multifamily | Bridge | $400,000 Unit | 64.8 | % | 3 | |||||||||||||||||||||
| 27 | Senior Loan(16) | 9/1/2022 | 70.0 | 70.0 | 65.8 | L + 3.4% | L + 3.3% | Floating | 9/9/2026 | Cedar Creek, TX | Hotel | Bridge | $345,825 Unit | 61.2 | % | 3 | |||||||||||||||||||||
| 28 | Senior Loan | 2/9/2022 | 70.0 | 64.0 | 64.0 | S + 3.3% | S + 3.6% | Floating | 2/9/2027 | Various, Various | Industrial | Bridge | $188 Sq ft | 72.1 | % | 3 | |||||||||||||||||||||
| 29 | Senior Loan | 7/26/2022 | 69.0 | 57.1 | 56.8 | S + 4.2% | S + 4.5% | Floating | 8/9/2027 | Various, Various | Self Storage | Light Transitional | $173 Sq ft | 66.2 | % | 3 | |||||||||||||||||||||
| 30 | Senior Loan | 9/30/2021 | 69.0 | 57.8 | 57.8 | L + 3.7% | L + 4.0% | Floating | 10/9/2026 | Tampa, FL | Multifamily | Moderate Transitional | $221,154 Unit | 64.2 | % | 3 | |||||||||||||||||||||
| 31 | Senior Loan | 11/30/2021 | 65.6 | 52.4 | 52.0 | L + 3.4% | L + 3.7% | Floating | 12/9/2026 | St. Louis, MO | Multifamily | Moderate Transitional | $158,838 Unit | 69.3 | % | 3 | |||||||||||||||||||||
| 32 | Senior Loan | 6/28/2019 | 63.9 | 59.5 | 59.5 | L + 2.5% | L + 2.7% | Floating | 7/9/2024 | Burlington, CA | Office | Light Transitional | $327 Sq ft | 70.9 | % | 3 | |||||||||||||||||||||
| 33 | Senior Loan | 4/20/2022 | 63.0 | 63.0 | 62.5 | S + 4.2% | S + 4.5% | Floating | 5/9/2027 | Buffalo, NY | Multifamily | Bridge | $167,553 Unit | 67.1 | % | 3 | |||||||||||||||||||||
| 34 | Senior Loan | 4/11/2022 | 62.4 | 58.1 | 58.1 | S + 3.4% | S + 3.7% | Floating | 5/9/2027 | San Antonio, TX | Multifamily | Bridge | $104,017 Unit | 81.2 | % | 3 | |||||||||||||||||||||
| 35 | Senior Loan | 6/25/2019 | 62.0 | 62.0 | 62.0 | L + 3.1% | L + 3.3% | Floating | 7/9/2024 | Calistoga, CA | Hotel | Moderate Transitional | $696,629 Unit | 48.6 | % | 2 | |||||||||||||||||||||
| 36 | Senior Loan(17) | 9/1/2022 | 61.5 | 61.5 | 60.0 | L + 2.8% | L + 1.5% | Floating | 5/9/2026 | Raleigh, NC | Multifamily | Bridge | $188,650 Unit | 66.2 | % | 3 | |||||||||||||||||||||
| 37 | Senior Loan | 12/29/2021 | 60.6 | 55.1 | 54.7 | L + 3.3% | L + 3.6% | Floating | 1/9/2027 | Rogers, AR | Multifamily | Bridge | $153,125 Unit | 75.9 | % | 3 | |||||||||||||||||||||
| 38 | Senior Loan | 12/18/2019 | 58.8 | 58.8 | 58.8 | L + 2.7% | L + 3.0% | Floating | 1/9/2025 | Houston, TX | Multifamily | Light Transitional | $80,109 Unit | 73.6 | % | 2 | |||||||||||||||||||||
| 39 | Senior Loan | 3/3/2022 | 58.0 | 58.0 | 58.0 | S + 3.4% | S + 3.7% | Floating | 3/9/2027 | Hampton, VA | Multifamily | Bridge | $202,091 Unit | 72.4 | % | 3 | |||||||||||||||||||||
| 40 | Senior Loan | 6/20/2018 | 55.7 | 55.7 | 55.7 | L + 3.0% | L + 3.3% | Floating | 1/31/2023 | Houston, TX | Office | Light Transitional | $148 Sq ft | 74.9 | % | 5 | |||||||||||||||||||||
| 41 | Senior Loan | 3/12/2020 | 55.0 | 51.7 | 51.6 | L + 2.7% | L + 2.9% | Floating | 3/9/2025 | Round Rock, TX | Multifamily | Light Transitional | $133,820 Unit | 75.4 | % | 3 | |||||||||||||||||||||
| 42 | Senior Loan | 1/22/2019 | 54.0 | 54.0 | 54.0 | L + 4.4% | L + 4.8% | Floating | 2/9/2023 | Manhattan, NY | Office | Light Transitional | $441 Sq ft | 61.1 | % | 5 |
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| Loan # | Form of investment | Origination or acquisition date(2) | Total loan | Principal balance | Amortizedcost(3) | Interest rate(4) | All-inyield(5) | Fixed / floating | Extendedmaturity(6) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(7) | Riskrating(8) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 43 | Senior Loan | 10/10/2019 | 45.9 | 44.0 | 44.0 | L + 2.8% | L + 3.1% | Floating | 11/9/2024 | Miami, FL | Office | Light Transitional | $186 Sq ft | 69.5 | % | 3 | |||||||||||||||||||
| 44 | Senior Loan | 12/17/2021 | 52.1 | 47.5 | 47.5 | L + 3.7% | L + 4.0% | Floating | 1/9/2027 | Newport News, VA | Multifamily | Light Transitional | $135,677 Unit | 67.3 | % | 3 | |||||||||||||||||||
| 45 | Senior Loan | 10/27/2021 | 51.9 | 42.3 | 42.0 | L + 3.4% | L + 3.7% | Floating | 11/9/2026 | Longmont, CO | Office | Moderate Transitional | $149 Sq ft | 70.6 | % | 3 | |||||||||||||||||||
| 46 | Senior Loan | 6/24/2022 | 51.6 | 47.8 | 47.8 | S + 3.8% | S + 4.1% | Floating | 7/9/2027 | San Antonio, TX | Multifamily | Bridge | $159,259 Unit | 70.2 | % | 3 | |||||||||||||||||||
| 47 | Senior Loan | 12/20/2017 | 51.0 | 51.5 | 51.5 | L + 4.8% | L + 5.1% | Floating | 1/9/2023 | New Orleans, LA | Hotel | Bridge | $217,949 Unit | 59.9 | % | 4 | |||||||||||||||||||
| 48 | Senior Loan | 8/26/2021 | 51.0 | 29.1 | 28.8 | L + 4.1% | L + 4.4% | Floating | 9/9/2026 | San Diego, CA | Life Science | Moderate Transitional | $630 Sq ft | 72.1 | % | 3 | |||||||||||||||||||
| 49 | Senior Loan | 5/26/2022 | 50.6 | 29.0 | 28.6 | S + 8.5% | S + 9.5% | Floating | 6/9/2024 | Durham, NC | Other | Construction | $34 Sq ft | 37.0 | % | 3 | |||||||||||||||||||
| 50 | Senior Loan | 3/12/2020 | 50.2 | 47.3 | 47.2 | L + 2.7% | L + 2.9% | Floating | 3/9/2025 | Round Rock, TX | Multifamily | Light Transitional | $137,049 Unit | 75.6 | % | 3 | |||||||||||||||||||
| 51 | Senior Loan | 6/2/2021 | 48.6 | 45.5 | 45.3 | L + 3.8% | L + 4.1% | Floating | 6/9/2026 | Fort Lauderdale, FL | Office | Light Transitional | $187 Sq ft | 71.0 | % | 3 | |||||||||||||||||||
| 52 | Senior Loan | 4/6/2021 | 47.0 | 45.9 | 45.9 | L + 3.7% | L + 4.1% | Floating | 4/9/2026 | St. Petersburg, FL | Multifamily | Bridge | $222,749 Unit | 74.8 | % | 3 | |||||||||||||||||||
| 53 | Senior Loan | 8/10/2022 | 46.2 | 36.4 | 36.0 | S + 3.9% | S + 4.4% | Floating | 9/9/2027 | Plano, TX | Multifamily | Moderate Transitional | $173,534 Unit | 66.3 | % | 3 | |||||||||||||||||||
| 54 | Senior Loan | 9/30/2021 | 45.9 | 45.9 | 45.6 | L + 3.3% | L + 3.6% | Floating | 10/9/2026 | San Antonio, TX | Multifamily | Bridge | $136,488 Unit | 64.1 | % | 2 | |||||||||||||||||||
| 55 | Senior Loan | 3/17/2021 | 45.4 | 45.0 | 44.8 | L + 3.3% | L + 3.6% | Floating | 4/9/2026 | Indianapolis, IN | Multifamily | Light Transitional | $62,209 Unit | 63.7 | % | 3 | |||||||||||||||||||
| 56 | Senior Loan | 12/21/2021 | 45.0 | 43.1 | 43.1 | L + 3.7% | L + 4.0% | Floating | 1/9/2027 | Knoxville, TN | Multifamily | Bridge | $119,681 Unit | 84.9 | % | 3 | |||||||||||||||||||
| 57 | Senior Loan | 3/30/2018 | 42.9 | 40.9 | 40.9 | L + 3.7% | L + 4.0% | Floating | 4/9/2023 | Honolulu, HI | Office | Light Transitional | $149 Sq ft | 57.9 | % | 4 | |||||||||||||||||||
| 58 | Senior Loan | 1/14/2022 | 43.0 | 43.0 | 42.9 | S + 3.7% | S + 4.0% | Floating | 2/9/2027 | Columbia, SC | Multifamily | Bridge | $162,879 Unit | 79.8 | % | 3 | |||||||||||||||||||
| 59 | Senior Loan | 3/4/2022 | 23.0 | 23.0 | 22.7 | S + 4.0% | S + 4.1% | Floating | 3/9/2027 | Various, SC | Industrial | Bridge | $47 Sq ft | 45.3 | % | 2 | |||||||||||||||||||
| 60 | Senior Loan | 3/7/2019 | 39.2 | 40.4 | 40.4 | L + 3.8% | L + 4.3% | Floating | 3/9/2024 | Lexington, KY | Hotel | Moderate Transitional | $107,221 Unit | 61.6 | % | 4 | |||||||||||||||||||
| 61 | Senior Loan | 3/11/2019 | 39.0 | 39.0 | 39.0 | L + 3.4% | L + 3.6% | Floating | 4/9/2024 | Miami Beach, FL | Hotel | Bridge | $295,455 Unit | 59.3 | % | 2 | |||||||||||||||||||
| 62 | Senior Loan | 7/15/2021 | 39.0 | 39.0 | 38.8 | L + 3.5% | L + 3.8% | Floating | 8/9/2026 | Chicago, IL | Multifamily | Bridge | $261,745 Unit | 78.8 | % | 3 | |||||||||||||||||||
| 63 | Senior Loan | 6/3/2021 | 36.4 | 33.9 | 33.7 | L + 3.6% | L + 3.9% | Floating | 6/9/2026 | Riverside, CA | Mixed-Use | Bridge | $103 Sq ft | 62.2 | % | 2 | |||||||||||||||||||
| 64 | Senior Loan | 1/4/2018 | 35.2 | 30.4 | 30.4 | L + 3.7% | L + 4.0% | Floating | 1/9/2023 | Santa Ana, CA | Office | Light Transitional | $178 Sq ft | 71.8 | % | 4 | |||||||||||||||||||
| 65 | Senior Loan | 8/11/2021 | 34.5 | 31.4 | 31.3 | L + 3.6% | L + 3.8% | Floating | 9/9/2026 | Mesa, AZ | Multifamily | Bridge | $176,020 Unit | 78.5 | % | 3 | |||||||||||||||||||
| 66 | Senior Loan | 6/9/2022 | 31.2 | 27.7 | 27.4 | S + 3.6% | S + 3.9% | Floating | 6/9/2027 | Centerton, AR | Multifamily | Light Transitional | $156,859 Unit | 73.8 | % | 3 | |||||||||||||||||||
| 67 | Senior Loan | 8/23/2022 | 31.0 | 28.5 | 28.2 | S + 4.0% | S + 4.7% | Floating | 9/9/2027 | Marietta, GA | Multifamily | Light Transitional | $127,049 Unit | 68.5 | % | 3 | |||||||||||||||||||
| 68 | Senior Loan | 5/14/2021 | 27.6 | 25.0 | 24.9 | L + 3.2% | L + 3.5% | Floating | 6/9/2026 | Pensacola, FL | Multifamily | Moderate Transitional | $137,752 Unit | 72.8 | % | 3 | |||||||||||||||||||
| 69 | Senior Loan | 10/27/2021 | 24.6 | 21.6 | 21.5 | L + 5.5% | L + 5.8% | Floating | 11/9/2026 | San Diego, CA | Life Science | Moderate Transitional | $872 Sq ft | 75.8 | % | 3 | |||||||||||||||||||
| 70 | Senior Loan | 6/29/2022 | 24.5 | 21.8 | 21.8 | S + 3.9% | S + 4.2% | Floating | 7/9/2027 | San Antonio, TX | Multifamily | Light Transitional | $107,456 Unit | 75.5 | % | 3 | |||||||||||||||||||
| Total / weighted average(9) | $ | 5,429.1 | $ | 5,004.8 | $ | 4,978.7 | BR +3.4% | BR +3.7% | 2.8 years | 67.2 | % | 3.2 |
_______________________________
* Numbers presented may not foot due to rounding.
(1)First mortgage loans are whole mortgage loans unless otherwise noted.
(2)Date loan was originated or acquired by us. The origination or acquisition date is not updated for subsequent loan modifications.
(3)Represents unpaid principal balance net of unamortized costs.
(4)Interest rate represents the underlying benchmark interest rate ("BR") plus credit spread.
(5)In addition to the interest rate, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for our loan assets and total loan portfolio excludes the applicable floating benchmark interest rate as of December 31, 2022 and excludes the impact of our interest rate floors and borrower interest rate caps.
(6)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2022, based on unpaid principal balance, 37.8% of our loans were subject to yield maintenance or other prepayment restrictions and 62.2% were open to repayment by the borrower without penalty.
(7)Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
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(8)For a discussion of risk ratings, please see Notes 2 and 3 to our Consolidated Financial Statements included in this Form 10-K.
(9)Represents the weighted average of the credit spread as of December 31, 2022 for the loans, all of which are floating rate.
(10)Calculated as the ratio of unpaid principal balance as of December 31, 2022 to the as-is appraised value at origination, to reflect the sale by us in August 2020 of the contiguous mezzanine loan with an unpaid principal balance of $46.4 million and a commitment amount of $50.0 million.
(11)This loan is comprised of a first mortgage loan of $98.3 million and a contiguous mezzanine loan of $86.7 million, of which we own both. Each loan carries the same interest rate.
(12)This loan is comprised of a first mortgage loan of $129.4 million and a contiguous mezzanine loan of $48.2 million, of which we own both. Each loan carries the same interest rate.
(13)This loan represents a 75.0% pari passu participation interest in a first mortgage loan, that was originated by a third party on June 11, 2021 and acquired by us on September 1, 2022.
(14)This loan represents a 19.2% pari passu participation interest in a first mortgage loan, that was originated by a third party on October 29, 2020 and acquired by us on September 1, 2022.
(15)This loan represents a 50.0% pari passu participation interest in a first mortgage loan, that was originated by a third party on July 18, 2019 and acquired by us on September 1, 2022.
(16)This loan represents a 41.2% pari passu participation interest in a first mortgage loan, that was originated by a third party on August 31, 2021 and acquired by us on September 1, 2022.
(17)This loan was originated by a third party on June 9, 2021 and acquired by us on September 1, 2022.
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FY 2021 10-K MD&A
SEC filing source: 0001564590-22-006015.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this 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 Form 10-K.
This section discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Introduction
We are a commercial real estate finance company externally managed by TPG RE Finance Trust Management, L.P., an affiliate of our sponsor TPG. We directly originate, acquire and manage commercial mortgage loans and other commercial real estate-related debt instruments in North America for our balance sheet. Our objective is to provide attractive risk-adjusted returns to our stockholders over time through cash distributions and capital appreciation. To meet our objective, we focus primarily on directly originating and selectively acquiring floating rate first mortgage loans that are secured by high quality commercial real estate properties undergoing some form of transition and value creation, such as retenanting, refurbishment or other form of repositioning. The collateral underlying our loans is located in primary and select secondary markets in the U.S. that we believe have attractive economic conditions and commercial real estate fundamentals. We operate our business as one segment.
As of December 31, 2021, our loans held for investment portfolio consisted of 68 first mortgage loans (or interests therein) and one mezzanine loan with total loan commitments of $5.4 billion, an aggregate unpaid principal balance of $4.9 billion, a weighted average credit spread of 3.4%, a weighted average all-in yield of 4.8%, a weighted average term to extended maturity (assuming all extension options have been exercised by our borrowers) of 2.8 years, and a weighted average LTV of 67.1%. As of December 31, 2021, 100% of the loan commitments in our portfolio consisted of floating rate loans, of which 99.3% were first mortgage loans or, in two instances a first mortgage loan and contiguous mezzanine loan both owned by us, and 0.7% was a mezzanine loan. As of December 31, 2021, we had $487.8 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones.
As of December 31, 2021, we owned a 10 acre parcel of largely undeveloped land near the north end of the Las Vegas Strip (the “REO Property”) with a carrying value of $60.6 million. The REO Property was acquired in December 2020 pursuant to a negotiated deed-in-lieu of foreclosure. The REO Property is held for investment and reflected on our consolidated balance sheets at its estimate of fair value at the time of acquisition, net of estimated selling costs.
As of December 31, 2021, we did not own any CRE debt securities.
We have made an election to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2014. We believe we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and we believe that our organization and current and intended manner of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT. As a REIT, we generally are not subject to U.S. federal income tax on our REIT taxable income that we distribute currently to our stockholders. We operate our business in a manner that permits us to maintain an exclusion or exemption from registration under the Investment Company Act.
The COVID-19 pandemic has caused significant disruptions to the U.S. and global economies. These disruptions contributed to significant and ongoing volatility, widening credit spreads and sharp declines in liquidity in the real estate securities and whole loan financing markets at points during 2020. The pace of recovery following this disruption remains uncertain, as do the longer-term economic effects and shifts in behavior. As a result of the impact of COVID-19, many commercial real estate finance and financial services industry participants, including us, reduced new investment activity until the capital markets became more stable, the macroeconomic outlook became clearer, market liquidity improved, and transaction volumes increased. For most of 2020, we focused on actively managing our loan portfolio credit, generating and recycling liquidity from existing assets, extending the maturities and further reducing the mark-to-market exposure of our liabilities and controlling corporate overhead as a percentage of our total assets and total revenues.
Although market conditions remain uncertain due to COVID-19 and evolving new variants of the virus, the credit performance of our loan portfolio, loan repayments that have allowed us to retire certain borrowings and increase our liquidity, extended maturity
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dates for many of our secured credit agreements, the issuance on March 31, 2021 of TRTX 2021-FL4, a $1.25 billion CRE CLO, the issuance on June 14, 2021 of $201.3 million of Series C Preferred Stock, and the increase in non-mark-to-market liabilities to 70.4% of total borrowings (as of December 31, 2021) positioned us to resume the origination of first mortgage transitional loans throughout 2021.
Our Manager
We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a global, diversified alternative asset management firm consisting of five multi-product private equity investment platforms, including capital, growth, impact, real estate, and market solutions. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, the selection, origination or purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's real estate equity group and TPG’s executive committee.
For a summary of certain terms of the management agreement between us and our Manager (the “Management Agreement”), see Note 11 to our Consolidated Financial Statements included in this Form 10-K.
Fourth Quarter 2021 Activity
Operating Results:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Net Income Attributable to Common Stockholders was $41.4 million, compared to $26.0 million for the three months ended September 30, 2021, an increase of $15.4 million primarily due to the gain recorded from the sale of 17 acres of REO Property during the fourth quarter. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Generated Distributable Earnings of $18.5 million, a decrease of $8.4 million compared to the three months ended September 30, 2021, primarily due to a $8.2 million partial write-off (recognized as a partial worthlessness deduction for income tax purposes) of a non-performing retail loan held for investment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Declared dividends of $0.31 per common share, consisting of a quarterly cash dividend of $0.24 per share and a special cash dividend of $0.07 per share. |
Investment Portfolio Activity:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Originated 10 first mortgage loans with total loan commitments of $651.6 million, an aggregate initial unpaid principal balance of $564.5 million, unfunded loan commitments of $87.1 million, a weighted average interest rate of LIBOR plus 3.77%, and a weighted average interest rate floor of 0.10%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Funded $34.4 million in future funding obligations associated with existing loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Received full loan repayments of $420.9 million across six loans, and partial principal payments of $15.4 million across eight loans, for total loan repayments of $436.3 million (including the $8.2 million partial write-off of a non-performing retail loan held for investment). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Sold a performing hotel loan at par, generating $87.3 million of sales proceeds, after giving effect to $0.5 million of transaction costs. As of September 30, 2021, the hotel loan had a risk rating of 4. |
Full Year 2021 Activity
Operating Results:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Generated Net Income Attributable to Common Stockholders of $70.7 million, or $0.87 per diluted share, and Distributable Earnings of $89.0 million, or $1.09 per diluted share. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Produced net interest income of $155.1 million, resulting from interest income of $240.2 million and interest expense of $85.1 million. All of our interest income for the year ended December 31, 2021 resulted from our transitional mortgage loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Declared dividends of $73.8 million, or $0.95 per common share, representing a 7.7% annualized dividend yield based on the December 31, 2021 closing share price of $12.32. Dividends declared during the year ended December 31, 2021 included a special dividend of $0.07 per common share. |
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Investment Portfolio Activity:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Originated 27 first mortgage loans with total loan commitments of $1.9 billion, an aggregate initial unpaid principal balance of $1.6 billion, unfunded loan commitments of $0.3 billion, a weighted average interest rate of LIBOR plus 3.58%, and a weighted average interest rate floor of 0.16%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Funded $146.0 million in future funding obligations associated with existing loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Received loan repayments of $1.4 billion, including $148.0 million from the sale of two performing hotel loans. |
Corporate and Investment Portfolio Financing Activity:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Issued 8,050,000 shares of 6.25% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”), generating net proceeds of $194.4 million after issuance costs of $6.9 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Redeemed 9,000,000 shares of 11.0% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) at an aggregate redemption price of approximately $247.5 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Closed TRTX 2021-FL4, a $1.25 billion collateralized loan obligation to finance 18 first mortgage loan investments comprised of 17 pari passu participation interests and one commercial real estate loan, and providing $308.9 million of cash capacity to finance new eligible loans, with a weighted average spread of 1.60% and an advance rate of 83.0%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Increased non-mark-to-market, non-recourse financing to 70.4%, from 63.5% as of December 31, 2020. |
Liquidity:
Available liquidity as of December 31, 2021 of $321.1 million consisted of:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Cash-on-hand of $260.6 million, of which $245.6 million was available for investment, net of $15.0 million held to satisfy liquidity covenants under our secured credit agreements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | $0.2 million of cash in TRTX 2021-FL4 available for investment in eligible collateral. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Undrawn capacity (liquidity available to us without the need to pledge additional collateral to our lenders) of $60.3 million under secured agreements with seven lenders. |
We have financed our loan investments as of December 31, 2021 utilizing three CLOs totaling $2.6 billion, one of which is open for reinvestment of eligible loan collateral at year end, $1.2 billion under secured credit agreements with total commitments of $3.1 billion provided by seven lenders, and a $132.0 million non-consolidated senior interest. As of December 31, 2021, approximately 68.7% of our borrowings were via our CLO vehicles and 31.3% were pursuant to our secured credit agreements.
Our ability to draw on our secured credit agreements is dependent upon our lenders’ willingness to accept as collateral loan investments we pledge to them to secure additional borrowings. These financing arrangements have credit spreads based upon the LTV and other risk characteristics of collateral pledged, and provide financing with mark-to-market provisions generally limited to collateral-specific events and, in only one instance, to capital markets-specific events. As of December 31, 2021, borrowings under these secured credit agreements had a weighted average credit spread of 1.8% (1.7% for facilities with mark-to-market provisions and 4.5% for one facility with no mark-to-market provisions until after October 30, 2022), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 2.2 years. These financing arrangements are generally 25% recourse to Holdco.
Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared per common share, Distributable Earnings, and book value per common share. As further described below, Distributable Earnings is a measure that is not prepared in accordance with GAAP. We use Distributable Earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan activity and operations.
For the three months ended December 31, 2021, we recorded net income attributable to common stockholders of $0.51 per diluted common share, an increase of $0.19 per diluted common share from the three months ended September 30, 2021, primarily due to the gain recorded from the partial sale of our REO Property in the current period. For the year ended December 31, 2021, we recorded net income attributable to common stockholders of $0.87 per diluted common share, compared to a net loss attributable to common stockholders of $(2.03) per diluted common share for the year ended December 31, 2020, which was due primarily to recognizing a $203.4 million securities impairment during the year ended December 31, 2020.
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Distributable Earnings per diluted common share was $0.23 for the three months ended December 31, 2021, a decrease of $0.10 per diluted common share from the three months ended September 30, 2021. The decrease in Distributable Earnings per diluted common share was primarily a result of decreasing our credit loss (benefit) expense by $8.8 million in the current period, of which $8.2 million was the partial write-off of a non-performing retail loan held for investment (recognized as a partial worthlessness deduction for income tax purposes). Distributable Earnings per diluted common share was $1.09 for the year ended December 31, 2021.
For the three months ended December 31, 2021, we declared cash dividends of $0.31 per common share, consisting of a quarterly cash dividend of $0.24 per share and a special cash dividend of $0.07 per share, which was paid on January 25, 2022. For the year ended December 31, 2021, we declared cash dividends of $73.8 million, or $0.95 per common share.
Our book value per common share as of December 31, 2021 was $16.37, an increase of $0.22 from our book value per common share as of September 30, 2021, primarily due to the gain recorded from the partial sale of our REO Property of $15.8 million, or $0.20 per common share outstanding, and net income in excess of our dividends declared per common and preferred shares in the period.
Earnings(loss) Per Common Share and Dividends Declared Per Common Share
The computation of diluted earnings per share is based on the weighted average number of participating securities outstanding plus the incremental shares that would be outstanding assuming exercise of the Warrants, which are exercisable on a net-settlement basis. The number of incremental shares is calculated by applying the treasury stock method. We exclude participating securities and the Warrants from the calculation of basic earnings (loss) per share in periods of net losses since their effect would be anti-dilutive.
For the three months and year ended December 31, 2021, we generated net income attributable to common stockholders and therefore included participating securities and the Warrants in our calculation of diluted earnings per share. The following table sets forth the calculation of basic and diluted net income (loss) attributable to common stockholders per share and dividends declared per share (in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | 2021 | 2020 | ||||||||||
| Net income (loss) | $ | 44,878 | $ | 138,550 | $ | (136,826 | ) | |||||
| Preferred stock dividends(1) | (3,148 | ) | (19,194 | ) | (14,685 | ) | ||||||
| Participating securities' share in earnings (loss) | (301 | ) | (717 | ) | (832 | ) | ||||||
| Series B preferred stock redemption make-whole payment(2) | — | (22,485 | ) | — | ||||||||
| Series B preferred stock accretion and write-off of discount, including allocated warrant fair value and transaction costs(3) | — | (25,449 | ) | (3,189 | ) | |||||||
| Net Income (Loss) Attributable to Common Stockholders - See Note 12 | $ | 41,429 | $ | 70,705 | $ | (155,532 | ) | |||||
| Weighted average common shares outstanding, basic | 77,053,224 | 76,977,743 | 76,656,756 | |||||||||
| Weighted average common shares outstanding, diluted | 81,983,310 | 81,684,388 | 76,656,756 | |||||||||
| Earnings (loss) per common share, basic | $ | 0.54 | $ | 0.92 | $ | (2.03 | ) | |||||
| Earnings (loss) per common share, diluted | $ | 0.51 | $ | 0.87 | $ | (2.03 | ) | |||||
| Dividends declared per common share(4) | $ | 0.31 | $ | 0.95 | $ | 1.21 |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes preferred stock dividends declared and paid for Series A preferred stock, Series C Preferred Stock, and Series B Preferred Stock shares outstanding for the three months and year ended December 31, 2021. |
| Column 1 | Column 2 |
|---|---|
| (2) | Represents the make-whole payment to the holder of the Series B Preferred Stock for an amount equal to the present value of all remaining dividend payments due on such shares of Series B Preferred Stock from and after the redemption date (and not including any declared or paid dividends or accrued dividends prior to such redemption date) through the second anniversary of the original issue date, computed in accordance with the terms of the Articles Supplementary for the Series B Preferred Stock. See Note 13 to our consolidated financial statements included in this Form 10-K. |
| Column 1 | Column 2 |
|---|---|
| (3) | Series B Preferred Stock Accretion and Write-off of Discount, including Allocated Warrant Fair Value and Transaction Costs includes amounts recorded as deemed dividends and the write-off of unamortized transaction costs and the unaccreted portion of the allocated Warrant fair value related to the Series B Preferred Stock. For the year ended December 31, 2021, the write-off of unamortized transaction costs and unaccreted allocated Warrant fair value was $22.5 million. |
| Column 1 | Column 2 |
|---|---|
| (4) | Dividends declared for the three months and year ended December 31, 2021 include a special cash dividend of $0.07 per common share attributable to our estimated 2021 REIT taxable income which was previously undistributed. For the year ended December 31, 2020 a special dividend of $0.18 per common share is included attributable to our estimated 2020 REIT taxable income which was previously undistributed. |
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Distributable Earnings
Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss) attributable to our common stockholders, including realized gains and losses, regardless of whether such items are included in other comprehensive income or loss, or in GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization expense, (iii) unrealized gains (losses), and (iv) certain non-cash or income and expense items. The exclusion of depreciation and amortization expense from the calculation of Distributable Earnings only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments.
We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We generally must distribute at least 90% of our net taxable income annually, subject to certain adjustments and excluding any net capital gains, for us to continue to qualify as a REIT for U.S. federal income tax purposes. We believe that one of the primary reasons investors purchase our common stock is to receive our dividends. Because of our investors’ continued focus on our ability to pay dividends, Distributable Earnings is an important measure for us to consider when determining our distribution policy and dividends per common share. Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan investment and operating activities.
Distributable Earnings excludes the impact of our credit loss provision or reversals of our credit loss provision, but only to the extent that our credit loss provision exceeds any realized credit losses during the applicable reporting period.
A loan will be written off as a realized loss when it is deemed non-recoverable or upon a realization event. Such a realized loss would generally be recognized at the time the loan receivable is settled, transferred or exchanged, or in the case of foreclosure, when the underlying property is foreclosed upon or sold. Non-recoverability may also be concluded by us if, in our determination, it is nearly certain that all amounts due will not be collected. A realized loss may equal the difference between the cash or consideration received or expected to be received, and the net book value of the loan, reflecting our economics as it relates to the ultimate realization of the asset.
Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), an indication of our GAAP cash flows from operations, 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.
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The following table provides a reconciliation of GAAP net income attributable to common stockholders to Distributable Earnings (in thousands, except share and per share data):
| Three Months Ended, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | 2021 | 2020 | ||||||||||
| Net income (loss) | $ | 44,878 | $ | 138,550 | $ | (136,826 | ) | |||||
| Preferred stock dividends(1) | (3,148 | ) | (19,194 | ) | (14,685 | ) | ||||||
| Participating securities' share in earnings (loss) | (301 | ) | (717 | ) | (832 | ) | ||||||
| Series B preferred stock redemption make-whole payment(2) | — | (22,485 | ) | — | ||||||||
| Series B preferred stock accretion and write-off of discount, including allocated warrant fair value and transaction costs(3) | — | (25,449 | ) | (3,189 | ) | |||||||
| Net income (loss) attributable to common stockholders - See Note 12 | $ | 41,429 | $ | 70,705 | $ | (155,532 | ) | |||||
| Series B preferred stock redemption make-whole payment | — | 22,485 | — | |||||||||
| Series B preferred stock write-off of discount, including allocated warrant fair value and transaction costs | — | 22,489 | — | |||||||||
| Utilization of taxable income capital loss carryforwards(4) | (15,790 | ) | (15,790 | ) | — | |||||||
| Non-cash stock compensation expense | 1,665 | 5,764 | 5,768 | |||||||||
| Credit loss (benefit) expense(5) | (8,758 | ) | (16,618 | ) | 43,182 | |||||||
| Distributable earnings | $ | 18,546 | $ | 89,035 | $ | (106,582 | ) | |||||
| Weighted average common shares outstanding, basic | 77,053,224 | 76,977,743 | 76,656,756 | |||||||||
| Weighted average common shares outstanding, diluted | 81,983,310 | 81,684,388 | 76,656,756 | |||||||||
| Distributable Earnings per common share, basic | $ | 0.24 | $ | 1.16 | $ | (1.39 | ) | |||||
| Distributable Earnings per common share, diluted | $ | 0.23 | $ | 1.09 | $ | (1.39 | ) |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes preferred stock dividends declared and paid for Series A preferred stock, Series C Preferred Stock, and Series B Preferred Stock shares outstanding for the three months and year ended December 31, 2021. |
| Column 1 | Column 2 |
|---|---|
| (2) | Represents the make-whole payment to the holder of the Series B Preferred Stock for an amount equal to the present value of all remaining dividend payments due on such shares of Series B Preferred Stock from and after the redemption date (and not including any declared or paid dividends or accrued dividends prior to such redemption date) through the second anniversary of the original issue date, computed in accordance with the terms of the Articles Supplementary for the Series B Preferred Stock. See Note 13 to our consolidated financial statements included in this Form 10-K. |
| Column 1 | Column 2 |
|---|---|
| (3) | Series B Preferred Stock Accretion and Write-off of Discount, including Allocated Warrant Fair Value and Transaction Costs includes amounts recorded as deemed dividends and the write-off of unamortized transaction costs and the unaccreted portion of the allocated Warrant fair value related to the Series B Preferred Stock. For the year ended December 31, 2021, the write-off of unamortized transaction costs and unaccreted allocated Warrant fair value was $22.5 million. |
| Column 1 | Column 2 |
|---|---|
| (4) | For the three months and year ended December 31, 2021, taxable income capital loss carryforwards were utilized to offset the $15.8 million taxable income gain realized from the partial sale of our REO Property. |
| Column 1 | Column 2 |
|---|---|
| (5) | Credit Loss (Benefit) Expense for the three months and year ended December 31, 2021 excludes the reversal of a $8.2 million reduction in our credit loss reserve associated with the partial write-off of a non-performing retail loan held for investment (recognized as a partial worthlessness deduction for income tax purposes). |
Book Value Per Common Share
The following table sets forth the calculation of our book value per common share (in thousands, except share and per share data):
| December 31, 2021 | December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Total stockholders’ equity and temporary equity | $ | 1,464,706 | $ | 1,466,451 | ||||
| Series C Preferred Stock ($201,250 aggregate liquidation preference) | (201,250 | ) | — | |||||
| Series B Preferred Stock | — | (199,551 | ) | |||||
| Series A Preferred Stock ($125 aggregate liquidation preference) | (125 | ) | (125 | ) | ||||
| Stockholders’ equity, net of preferred stock | $ | 1,263,331 | $ | 1,266,775 | ||||
| Number of common shares outstanding at period end | 77,183,892 | 76,787,006 | ||||||
| Book value per common share | $ | 16.37 | $ | 16.50 |
Investment Portfolio Overview
Our interest-earning assets are comprised almost entirely of a portfolio of floating rate, first mortgage loans, or in limited instances, mezzanine loans. As of December 31, 2021, our balance sheet loan portfolio consisted of 69 loans held for investment totaling $5.4 billion of commitments with an unpaid principal balance of $4.9 billion, as compared to 57 loans held for investment with $4.9 billion of commitments and an unpaid principal balance of $4.5 billion as of December 31, 2020.
As of December 31, 2021, we owned a 10 acre parcel of largely undeveloped land near the north end of the Las Vegas Strip (the “REO Property”) with a carrying value of $60.6 million. The REO Property was acquired pursuant to a negotiated deed-in-lieu of
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foreclosure in December 2020. The REO Property is held for investment and reflected on our consolidated balance sheets at its estimate of fair value at the time of acquisition, net of estimated selling costs.
Loan Portfolio
During the three months ended December 31, 2021, we originated 10 first mortgage loans with a total commitment of $651.6 million, an initial unpaid principal balance of $564.5 million, unfunded commitment at closing of $87.1 million (including a follow-on loan investment of $9.6 million (commitment) and $8.7 million (initial unpaid principal balance) relating to a loan originated during the three months ended September 30, 2021). The loan count for the fourth quarter and full-year excludes this follow-on loan. Loan fundings included $34.4 million of deferred fundings related to previously originated loans. We received proceeds from loan repayments in-full of $420.9 million across six loans, and principal amortization payments of $15.4 million across eight loans, for total loan repayments of $428.1 million during the period, excluding a $8.2 million partial write-off of a non-performing retail loan held for investment (recognized as a partial worthlessness deduction for income tax purposes) as of December 31, 2021.
For the year ended December 31, 2021, we originated 27 first mortgage loans with a total commitment of $1.9 billion, an initial unpaid principal balance of $1.6 billion, and unfunded commitment at closing of $0.3 billion. Loan fundings included $146.0 million of deferred fundings related to previously originated loans. We received total proceeds of $1.4 billion, including $1.2 billion from 13 loan repayments in-full and $0.2 billion from principal amortization payments across 19 loans and two loan sales during the current year.
Additionally, for the year ended December 31, 2021, the Company sold, in separate transactions, two performing hotel loans with an aggregate unpaid principal balance of $148.0 million. The sales prices were 98.0% and 100.0% of par, producing a weighted average sales price of 99.2% of par.
See Note 3 to our Consolidated Financial Statements included in this Form 10-K for details.
The following table details our loans held for investment portfolio activity by unpaid principal balance for the three months and year ended December 31, 2021 (dollars in thousands):
| Three Months Ended, | Year Ended, | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2021 | |||||||
| Loan originations and acquisitions — initial funding | $ | 564,501 | $ | 1,641,303 | ||||
| Other loan fundings(1) | 34,449 | 146,032 | ||||||
| Loan repayments | (436,344 | ) | (1,236,032 | ) | ||||
| Loan sales | (87,296 | ) | (147,986 | ) | ||||
| Total loan activity, net | $ | 75,310 | $ | 403,317 |
| Column 1 | Column 2 |
|---|---|
| (1) | Additional fundings made under existing loan commitments. |
For the year ended December 31, 2021, we generated net interest income of $155.1 million, resulting from interest income of $240.2 million and interest expense of $85.1 million. All of our interest income for the year ended December 31, 2021 resulted from our transitional mortgage loan portfolio.
The following table details overall statistics for our loans held for investment portfolio as of December 31, 2021 (dollars in thousands):
| Loan exposure(1) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet Portfolio | Total Loan Portfolio | |||||||
| Number of loans | 69 | 70 | ||||||
| Floating rate loans (by unpaid principal balance) | 100.0 | % | 100.0 | % | ||||
| Total loan commitments(1) | $ | 5,411,944 | $ | 5,543,944 | ||||
| Unpaid principal balance(2) | $ | 4,919,343 | $ | 4,919,343 | ||||
| Unfunded loan commitments(3) | $ | 487,773 | $ | 487,773 | ||||
| Amortized cost | $ | 4,909,202 | $ | 4,909,202 | ||||
| Weighted average credit spread(4) | 3.4 | % | 3.4 | % | ||||
| Weighted average all-in yield(4) | 4.8 | % | 4.8 | % | ||||
| Weighted average term to extended maturity (in years)(5) | 2.8 | 2.8 | ||||||
| Weighted average LTV(6) | 67.1 | % | 67.1 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party, we retain on our balance sheet a mezzanine loan. Total loan commitment encompasses the entire loan portfolio we originated, acquired and financed. As of December 31, 2021, we had one non-consolidated senior interest outstanding of $132.0 million |
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| Column 1 | Column 2 |
|---|---|
| (2) | Unpaid principal balance includes PIK interest of $3.0 million as of December 31, 2021. |
| Column 1 | Column 2 |
|---|---|
| (3) | Unfunded loan commitments may be funded over the term of each loan, subject in certain cases to an expiration date or a force-funding date, primarily to finance property improvements or lease-related expenditures by our borrowers, to finance operating deficits during renovation and lease-up, and in limited instances to finance construction. |
| Column 1 | Column 2 |
|---|---|
| (4) | As of December 31, 2021, our floating rate loans were indexed to LIBOR. In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, loan origination costs and accrual of both extension and exit fees. Credit spread and all-in yield for the total portfolio assumes the applicable floating benchmark rate as of December 31, 2021 for weighted average calculations. |
| Column 1 | Column 2 |
|---|---|
| (5) | Extended maturity assumes all extension options are exercised by our borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2021, based on the unpaid principal balance of our total loan exposure, 35.0% of our loans were subject to yield maintenance or other prepayment restrictions and 65.0% were open to repayment without penalty. |
| Column 1 | Column 2 |
|---|---|
| (6) | Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) as of December 31, 2021, divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager. |
For information regarding the financing of our loans held for investment portfolio, see the section entitled “Investment Portfolio Financing.”
Real Estate Owned
In December 2020, we acquired the REO Property pursuant to a negotiated deed-in-lieu of foreclosure. Our cost basis in the REO Property upon acquisition was $99.2 million, equal to the estimated fair value of the collateral at the date of acquisition, net of estimated selling costs. Our estimate of the REO Property’s fair value was determined using a discounted cash flow model and Level 3 inputs, which include estimates of parcel-specific cash flows over a specific holding period, discount rates that range between 8.0% - 17.5% based on the risk profile of estimated cash flows associated with each respective parcel, and an estimated capitalization rate of 6.25%, where applicable. These inputs were based on the highest and best use for each parcel, estimated future values for the parcels based on extensive discussions with local brokers, investors and other market participants, the estimated holding period for the parcels, and discount rates that reflect estimated investor return requirements for the risks associated with the expected use of each sub-parcel. We obtained from a third party a $50.0 million non-recourse first mortgage loan secured by the REO Property, which was classified as Mortgage Loan Payable on our consolidated balance sheets.
On November 22, 2021, we sold a 17 acre parcel near the southern end of the Las Vegas Strip, generating net cash proceeds of $54.4 million and a gain for GAAP and income tax purposes of $15.8 million. As of December 31, 2021, we held the remaining 10 acre parcel at its estimated fair value at the time of acquisition, net of estimated selling costs, of $60.6 million. During the three months ended December 31, 2021, we repaid the Mortgage Loan Payable, recovered the unexpended portion of the pre-funded cash interest reserve of $0.6 million, and recognized $0.6 million of unamortized deferred financing costs in Interest Expense on our consolidated statement of income (loss) and comprehensive income (loss).
See Note 7 to our Consolidated Financial Statements included in this Form 10-K for details of the Mortgage Loan Payable.
CRE Debt Securities
We have invested and may invest in the future in CRE debt securities as part of our investment strategy. As of December 31, 2021 and December 31, 2020, we did not own any CRE debt securities. Refer to Note 4 to our Consolidated Financial Statements included in this Form 10-K for details on CRE debt securities.
Asset Management
We actively manage the assets in our portfolio from closing to final repayment. We are party to an agreement with Situs Asset Management, LLC (“SitusAMC”), one of the largest commercial mortgage loan servicers, pursuant to which SitusAMC provides us with dedicated asset management employees to provide asset management services pursuant to our proprietary guidelines. Following the closing of an investment, this dedicated asset management team rigorously monitors the investment under our Manager’s oversight, with an emphasis on ongoing financial, legal and quantitative analyses. Through the final repayment of an investment, 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.
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Loan Portfolio Review
Our Manager reviews our entire loan portfolio 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. See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a discussion regarding the risk rating system that we use in connection with our portfolio. The following table allocates the amortized cost of our loans held for investment portfolio as of December 31, 2021 and December 31, 2020 based on our internal risk ratings (dollars in thousands):
| December 31, 2021 | December 31, 2020 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Risk Rating | Amortized cost | Number of loans | Amortized cost | Number of loans | |||||||||||
| 1 | $ | — | — | $ | — | — | |||||||||
| 2 | 527,051 | 5 | 337,738 | 4 | |||||||||||
| 3 | 3,726,753 | 57 | 3,340,663 | 37 | |||||||||||
| 4 | 632,398 | 6 | 806,893 | 15 | |||||||||||
| 5 | 23,000 | 1 | 31,106 | 1 | |||||||||||
| Amortized cost balance | $ | 4,909,202 | 69 | $ | 4,516,400 | 57 |
For the period ended December 31, 2021 and December 31, 2020, the weighted average risk rating of our total loan exposure based on amortized cost was 3.0 and 3.1, respectively. The decrease in the risk rating was primarily the result of the net impact of loan originations, loan repayments, continued improvement in property-level operating performance, and improving economic trends in local markets following the initial onset of the COVID-19 pandemic in March 2020.
For changes in risk ratings during the three months and year ended December 31, 2021, refer to Note 3 to the Consolidated Financial Statements included in this Form 10-K.
Loan Modification Activity
The economic and market disruptions caused by COVID-19 have adversely impacted the financial condition of many of our borrowers. These impacts have and may differ in timing, duration and magnitude depending on factors such as property type and geography. We have experienced a small number of delinquencies and defaults, but we cannot be certain that delinquencies and defaults will not increase in the future.
Loan modifications and amendments are commonplace in the transitional lending business. COVID-induced modifications caused an increase in the number and volume of short-term modifications immediately following the onset of COVID-19, but have since subsided. Loan modifications implemented by us since January 1, 2021 typically involve the adjustment or waiver of property level or business plan milestones or performance tests that are prerequisite to the extension of a loan maturity, in exchange for borrower concessions that may include any or all of the following: a partial repayment of principal; termination of all or a portion of the remaining unfunded loan commitment; a cash infusion by the sponsor or borrower to replenish loan reserves (interest or capital improvements); additional call protection; and/or an increase in the loan coupon. By contrast, loan modifications in 2020 typically involved the repurposing of existing reserves to pay interest and other property-level expenses, and providing relief to conditions for extension, such as waiving or reducing debt yield tests or modifying the conditions upon which the underlying borrower may extend the maturity date. In exchange, borrowers and sponsors made partial principal repayments and/or provided additional cash for payment of interest, operating expenses, and replenishment of interest reserves or capital reserves in amounts and combinations acceptable to us.
As of December 31, 2021, we had 14 loan modifications outstanding related to loans with an unpaid principal balance of $1.4 billion. Under GAAP, none of these loan modifications are considered troubled debt restructurings.
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Loan modification activity from April 1, 2020 through December 31, 2021 is summarized in the following table (dollars in thousands):
| As of December 31, 2021 | ||||
|---|---|---|---|---|
| Executed loan modifications | 34 | |||
| Expired loan modifications(1) | (20 | ) | ||
| Outstanding loan modifications | 14 | |||
| Unpaid principal balance of outstanding loan modifications | $ | 1,354,531 | ||
| Accrued PIK interest | $ | 6,213 | ||
| Repayments of accrued PIK interest | (2,152 | ) | ||
| Write-off of accrued PIK interest | (1,033 | ) | ||
| Outstanding accrued PIK interest | $ | 3,028 |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes an amendment and simultaneous assignment of an existing first mortgage loan by a third-party purchaser of the property securing the loan. This transaction was treated as an extinguishment of the existing loan and origination of a new loan under GAAP. Also includes the sale, at no gain or loss, of a mezzanine loan related to a contiguous first mortgage loan held by us. |
During the three months ended December 31, 2021, we executed three loan modifications with three borrowers. As of December 31, 2021, the loans to which the loan modifications relate had an aggregate commitment amount of $410.1 million and an aggregate unpaid principal balance of $401.8 million. None of the loan modifications triggered the accounting requirements of a troubled debt restructuring. In connection with these modifications, borrowers infused $0.7 million to replenish reserves. All of the modified loans are performing as of December 31, 2021. No PIK interest on an existing modified loan was accrued and added to the outstanding loan principal during the three months ended December 31, 2021. As of December 31, 2021, the total amount of PIK interest in the portfolio was $3.0 million with respect to five loans.
We continue to work with our borrowers to address the circumstances caused by COVID-19 while seeking to protect the credit attributes of our loans. However, we cannot assure you that these efforts will be successful, and we may experience payment delinquencies, defaults, foreclosures, or losses.
Allowance for Credit Losses
Our allowance for credit losses is influenced by the size of our loan portfolio, loan quality, risk rating, delinquency status, historic loss experience and other conditions influencing our loss expectations, such as reasonable and supportable forecasts of economic conditions. For the three months ended December 31, 2021, we recorded a decrease of $8.8 million to our allowance for credit losses, of which $8.2 million was the partial write-off of a non-performing retail loan held for investment (recognized as a partial worthlessness deduction for income tax purposes). For the year ended December 31, 2021, we recorded a decrease of $16.6 million to our allowance for credit losses primarily due to (1) shifts in the composition of our loan portfolio, by property type (2) loan originations, repayments, and sales, and (3) the partial write-off of a non-performing retail loan held for investment (which write-off constituted a partial worthlessness deduction for income tax purposes). An improving macroeconomic outlook and normalizing commercial real estate capital markets activity also contributed to the reduction in our allowance for credit losses during the year ended December 31, 2021. While the ultimate impact of the macroeconomic outlook and property performance trends remain uncertain, we selected our macroeconomic outlook to address this uncertainty, made specific forward-looking valuation adjustments to the inputs of our calculation to reflect variability in the timing, strength and breadth of an economic recovery, and the unknown post-COVID levels of economic activity that may result.
Investment Portfolio Financing
We finance our investment portfolio using secured credit agreements, including secured credit facilities, mortgage loans payable, asset-specific financing arrangements, and collateralized loan obligations. In certain instances, we may create structural leverage and obtain matched-term financing through the co-origination or non-recourse syndication of a senior loan interest to a third party (a “non-consolidated senior interest”). We generally seek to match-fund and match-index our investments by minimizing the differences between the durations and indices of our investments and those of our liabilities, while minimizing our exposure to mark-to-market risk.
Investment Portfolio Financing Arrangements
Our portfolio financing arrangements during the years ended December 31, 2021 and December 31, 2020 included collateralized loan obligations, secured credit agreements, a mortgage loan payable, and a non-consolidated senior interest. The increase in total
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indebtedness as of December 31, 2021 is primarily due to the closing of TRTX 2021-FL4, a $1.25 billion CLO, on March 31, 2021. TRTX 2021-FL4 has a weighted average advance rate of 83.0% and increased our total loan indebtedness and our non-mark-to-market financing, which at December 31, 2021 represented 70.4% of our total loan portfolio borrowings (including non-consolidated senior interests). In connection with TRTX 2021-FL4, we placed $1.04 billion (principal amount) of investment grade-rated notes with institutional investors. See Note 6 to our consolidated financial statements included in this Form 10-K for details.
The following table details the aggregate outstanding principal balances of our investment portfolio financing arrangements as of December 31, 2021 and December 31, 2020 (dollars in thousands):
| Outstanding Principal Balance | |||||||
|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | ||||||
| Collateralized loan obligations | $ | 2,555,988 | $ | 1,834,760 | |||
| Secured credit facilities - loans | 1,166,211 | 1,522,859 | |||||
| Mortgage loan payable | — | 50,000 | |||||
| Total indebtedness(1)(2) | $ | 3,722,199 | $ | 3,407,619 |
| Column 1 | Column 2 |
|---|---|
| (1) | Excludes a non-consolidated senior interest outstanding as of December 31, 2021 and December 31, 2020 with a total loan commitment of $132.0 million. |
| Column 1 | Column 2 |
|---|---|
| (2) | Excludes deferred financing costs of $14.3 million and $18.9 million as of December 31, 2021 and December 31, 2020, respectively. |
Non-mark-to-market financing sources accounted for 70.4% of our total loan portfolio borrowings as of December 31, 2021, an increase of 6.9%, from 63.5% as of December 31, 2020. The remaining 29.6% of our loan portfolio borrowings, which are comprised primarily of our seven secured credit facilities, are subject to credit marks, and in only one instance to credit and spread marks. The following table summarizes our loan portfolio borrowings as of December 31, 2021 (dollars in thousands):
| Outstanding Principal Balance | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan portfolio financing arrangements | Basis of margin calls | Recourse percentage | Initial maturity date | Extended maturity date | Non-mark-to-market | Mark-to-market | Total | |||||||||||||||
| Secured credit facilities | ||||||||||||||||||||||
| Goldman Sachs | Credit | 25.0 | % | 08/19/22 | 08/19/24 | $ | — | $ | 96,320 | $ | 96,320 | |||||||||||
| Wells Fargo(1) | Credit | 25.0 | % | 04/18/22 | 04/18/24 | — | 570,216 | 570,216 | ||||||||||||||
| Barclays | Credit | 25.0 | % | 08/13/22 | 08/13/23 | — | 23,314 | 23,314 | ||||||||||||||
| Morgan Stanley | Credit | 25.0 | % | 05/04/22 | 05/04/23 | — | 180,731 | 180,731 | ||||||||||||||
| JP Morgan | Credit and Spread | 25.0 | % | 10/30/23 | 10/30/25 | — | 109,477 | 109,477 | ||||||||||||||
| US Bank | Credit | 25.0 | % | 07/09/22 | 07/09/24 | — | 33,982 | 33,982 | ||||||||||||||
| Bank of America(2) | Credit | 25.0 | % | 09/29/22 | 09/29/22 | — | 128,625 | 128,625 | ||||||||||||||
| Institutional financing(3) | Credit | 25.0 | % | 10/30/23 | 10/30/25 | 23,546 | — | 23,546 | ||||||||||||||
| 23,546 | 1,142,665 | 1,166,211 | ||||||||||||||||||||
| Collateralized loan obligations | ||||||||||||||||||||||
| TRTX 2018-FL2 | None | n.a | 11/29/37 | 11/29/37 | 600,031 | — | 600,031 | |||||||||||||||
| TRTX 2019-FL3 | None | n.a | 10/01/34 | 10/01/34 | 918,457 | — | 918,457 | |||||||||||||||
| TRTX 2021-FL4 | None | n.a | 03/31/38 | 03/31/38 | 1,037,500 | — | 1,037,500 | |||||||||||||||
| 2,555,988 | — | 2,555,988 | ||||||||||||||||||||
| Non-consolidated senior interests | None | n.a | 04/28/22 | 06/28/25 | 132,000 | — | 132,000 | |||||||||||||||
| Total indebtedness | $ | 2,711,534 | $ | 1,142,665 | $ | 3,854,199 | ||||||||||||||||
| Percentage of total indebtedness | 70.4 | % | 29.6 | % | 100.0 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | On February 9, 2022 the secured credit agreement’s initial maturity was extended to April 18, 2025. |
| Column 1 | Column 2 |
|---|---|
| (2) | Effective February 1, 2022 the Company modified its financing arrangement for one loan that is pledged to the credit facility, reducing its borrowing by $9.4 million and extending its term on a non-mark-to-market basis through March 31, 2022. |
| Column 1 | Column 2 |
|---|---|
| (3) | The secured credit agreement may be re-margined beginning after its second anniversary date on October 30, 2022 based on an LTV test; otherwise, no credit or spread-based margin calls apply. |
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Secured Credit Facilities
As of December 31, 2021, aggregate borrowings outstanding under our secured credit facilities totaled $1.2 billion, relating solely to our loan investment portfolio. As of December 31, 2021, the overall weighted average interest rate was LIBOR plus 1.8% per annum, the weighted average interest rate for borrowings with mark-to-market provisions was 1.7%, the weighted average interest rate for borrowings with no current mark-to-market provisions was 4.5%, and the overall weighted average advance rate was 76.1%. As of December 31, 2021, outstanding borrowings under these facilities had a weighted average term to extended maturity of 2.2 years assuming the exercise of all extension options and term out provisions. These secured credit facilities are 25.0% recourse to Holdco.
The following table details our secured credit facilities as of December 31, 2021 (dollars in thousands):
| Lender | Commitment amount(1) | UPB of collateral | Advance rate | Approved borrowings | Outstanding balance | Undrawn capacity(3) | Available capacity(2) | Interest rate | Extended maturity(4) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Goldman Sachs | $ | 250,000 | $ | 158,177 | 79.7 | % | $ | 101,396 | $ | 96,320 | $ | 5,076 | $ | 148,604 | L+ 2.00% | 08/19/24 | |||||||||||||||||
| Wells Fargo(5) | 750,000 | 779,791 | 79.6 | 576,961 | 570,216 | 6,745 | 173,039 | L+ 1.60% | 04/18/24 | ||||||||||||||||||||||||
| Barclays | 750,000 | 41,294 | 58.2 | 23,520 | 23,314 | 206 | 726,480 | L+ 1.55% | 08/13/23 | ||||||||||||||||||||||||
| Morgan Stanley | 500,000 | 255,125 | 75.9 | 193,257 | 180,731 | 12,526 | 306,743 | L+ 1.99% | 05/04/23 | ||||||||||||||||||||||||
| JP Morgan | 400,000 | 200,148 | 71.7 | 145,242 | 109,477 | 35,765 | 254,758 | L+ 1.66% | 10/30/25 | ||||||||||||||||||||||||
| US Bank | 44,730 | 59,060 | 70.0 | 33,982 | 33,982 | — | 10,748 | L+ 1.40% | 07/09/24 | ||||||||||||||||||||||||
| Bank of America(6) | 128,625 | 183,750 | 70.0 | 128,625 | 128,625 | — | — | L+ 1.75% | 09/29/22 | ||||||||||||||||||||||||
| Institutional financing | 249,546 | 42,390 | 60.0 | 23,546 | 23,546 | — | 226,000 | L+ 4.50% | 10/30/25 | ||||||||||||||||||||||||
| Subtotal / weighted average - loans | $ | 3,072,901 | $ | 1,719,735 | 76.1 | % | $ | 1,226,529 | $ | 1,166,211 | $ | 60,318 | $ | 1,846,372 | L+ 1.77% |
| Column 1 | Column 2 |
|---|---|
| (1) | Commitment amount represents the largest amount of borrowings available under a given agreement once sufficient collateral assets have been approved by the lender and pledged by us. |
| Column 1 | Column 2 |
|---|---|
| (2) | Represents the commitment amount less the approved borrowings which amount is available to be borrowed provided we pledge and the lender approves additional collateral assets. |
| Column 1 | Column 2 |
|---|---|
| (3) | Undrawn capacity represents the positive difference between the borrowing amount approved by the lender against collateral assets pledged by us and the amount actually drawn against those collateral assets. |
| Column 1 | Column 2 |
|---|---|
| (4) | Our ability to extend our secured credit facilities to the dates shown above is subject to satisfaction of certain conditions. Even if extended, our lenders retain sole discretion to determine whether to accept pledged collateral, and the advance rate and credit spread applicable to each borrowing thereunder. |
| Column 1 | Column 2 |
|---|---|
| (5) | On February 9, 2022 the secured credit agreement’s initial maturity was extended to April 18, 2025. |
| Column 1 | Column 2 |
|---|---|
| (6) | Effective February 1, 2022 the Company modified its financing arrangement for one loan that is pledged to the credit facility, reducing its borrowing by $9.4 million and extending its term on a non-mark-to-market basis through March 31, 2022. |
Once we identify an asset and the asset is approved by the secured credit facility lender to serve as collateral (which lender’s approval is in its sole discretion), we and the lender may enter into a transaction whereby the lender advances to us a percentage of the value of the loan asset, which is referred to as the “advance rate.” In the case of borrowings under our secured credit facilities that are repurchase arrangements, this advance serves as the purchase price at which the lender acquires the loan asset from us with an obligation of ours to repurchase the asset from the lender for an amount equal to the purchase price for the transaction plus a price differential, which is calculated based on an interest rate. Advance rates are subject to negotiation between us and our secured credit facility lenders.
For each transaction, we and the lender agree to a trade confirmation which sets forth, among other things, the asset purchase price, the maximum advance rate, the interest rate and the market value of the asset. A trade confirmation will also include benchmark interest rate transition language that complies with the current standards as set forth by the ARRC in its 2021 recommendations. For transactions under our secured credit facilities, the trade confirmation may also set forth any future funding obligations which are contemplated with respect to the specific transaction and/or the underlying loan asset. For loan assets which involve future funding obligations of ours, the transaction may provide for the lender to fund portions (for example, pro rata per the maximum advance rate of the related transaction) of such future funding obligations. The trade confirmation can also set forth loan-specific margin maintenance provisions, described below.
Generally, our secured credit facilities allow for revolving balances, which allow us to voluntarily repay balances and draw again on existing available credit. The primary obligor on each secured credit facility is a separate special purpose subsidiary of ours which is restricted from conducting activity other than activity related to the utilization of its secured credit facility and the loans or loan interests that are originated or acquired by such subsidiary. As additional credit support, our holding company subsidiary, Holdco, provides certain guarantees of the obligations of its subsidiaries. Holdco’s liability is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the related agreement. However, this liability cap does not apply in the event of certain “bad boy” defaults which can trigger recourse to Holdco for losses or the entire outstanding obligations of the borrower depending on the nature of the “bad boy” default in question. Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity.
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Each of the secured credit facilities has “margin maintenance” provisions, which are designed to allow the lender to maintain a certain margin of credit enhancement against the assets which serve as collateral. The lender’s margin amount is typically based on a percentage of the market value of the asset and/or mortgaged property collateral; however, certain secured credit facilities may also involve margin maintenance based on maintenance of a minimum debt yield with respect to the cash flow from the underlying real estate collateral. In certain cases, margin maintenance provisions can relate to minimum debt yields for pledged collateral considered as a whole, or limits on concentration of loan exposure measured by property type or loan type.
Our secured credit facilities contain defined mark-to-market provisions that permit the lenders to issue margin calls to us in the event that the collateral properties underlying our loans pledged to our lenders experience a non-temporary decline in value or net cash flow (“credit marks”). In connection with one of these borrowing arrangements, the lender is also permitted to issue margin calls to us in the event the lender determines capital markets events have caused credit spreads to change for similar borrowing obligations (“spread marks”). Furthermore, in connection with one of these borrowing arrangements, the lender has the right to re-margin the secured credit facility based solely on appraised loan-to-values in the third year of the facility. In the event that we experience market turbulence, we may be exposed to margin calls in connection with our secured credit facilities.
The maturity dates for each of our secured credit facilities are set forth in tables that appear earlier in this section. Our secured credit facilities generally have terms of between one and three years, but may be extended if we satisfy certain performance-based conditions. In the normal course of business, we maintain discussions with our lenders to extend or amend any financing facilities related to our loans.
As of December 31, 2021, the weighted average haircut (which is equal to one minus the advance rate percentage against collateral for our secured credit facilities taken as a whole) was 23.9% compared to 30.7% as of December 31, 2020.
The secured credit facilities also include cash management features which generally require that income from collateral loan assets be deposited in a lender-controlled account for distribution in accordance with a specified waterfall of payments designed to keep facility-related obligations current before such income is disbursed for our own account. The cash management features generally require the trapping of cash in such controlled account if an uncured default under our borrowing arrangement remains outstanding. Furthermore, some secured credit facilities may require an accelerated principal amortization schedule if the secured credit facility is in its final extended term.
Notwithstanding that a loan asset may be subject to a financing arrangement and serve as collateral under a secured credit facility, we retain the right to administer and service the loan and interact directly with the underlying obligors and sponsors of our loan assets so long as there is no default under the secured credit facility, and so long as we do not engage in certain material modifications (including amendments, waivers, exercises of remedies, or releases of obligors and collateral, among other things) of the loan assets without the lender’s prior consent.
Collateralized Loan Obligations
As of December 31, 2021, we had three collateralized loan obligations, TRTX 2021-FL4, TRTX 2019-FL3 and TRTX 2018-FL2, totaling $2.6 billion, financing 43 existing first mortgage loan investments totaling $3.2 billion, and holding $0.2 million of cash for investment in eligible loan collateral. As of December 31, 2021, our CLOs provide low cost, non-mark-to-market, non-recourse financing for 66.7% of our loan portfolio borrowings. The collateralized loan obligations bear a weighted average interest rate of LIBOR or SOFR plus 1.5%, have a weighted average advance rate of 80.9%, and include a reinvestment feature that allows us to contribute existing or newly originated loan investments in exchange for proceeds from loan repayments held in the collateralized loan obligations.
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that all LIBOR tenors relevant to us will cease to be published or will no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event, and on May 17, 2021, Wells Fargo Bank, National Association, solely in its capacity as designated transaction representative under the FL3 indenture, determined that a benchmark transition event had occurred with respect to FL3. Accordingly, on June 15, 2021, the benchmark index interest rate for bondholders under FL3 was converted from LIBOR to the Compounded Secured Overnight Financing Rate (“Compounded SOFR”) plus a benchmark replacement adjustment of 11.448 basis points, conforming with the FL3 indenture and the recommendation of the ARRC. The designated transaction representative further determined that Compounded SOFR for any interest accrual period is the “30-Day Average SOFR” published on the website of the Federal Reserve Bank of New York on each benchmark determination date. Compounded SOFR was determined by the calculation agent in arrears using a lookback period equal to the number of calendar days in such interest accrual period plus two Compounded SOFR Business Days.
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On October 1, 2021, based on an ARRC recommendation and the terms of the FL3 indenture, the designated transaction representative further determined that the benchmark index interest rate for bondholders under FL3 was converted from Compounded SOFR plus a benchmark replacement adjustment of 11.448 basis points to Term SOFR plus a benchmark replacement adjustment of 11.448 basis points on the first day of the most recent calendar quarter (October 1, 2021, effective for the three months ended December 31, 2021 and in future periods). As of December 31, 2021, the FL3 mortgage assets are indexed to LIBOR and the borrowings under FL3 were indexed to Term SOFR, creating a difference between benchmark interest rates (a basis difference) for FL3 assets and liabilities, which is meant to be mitigated by the benchmark replacement adjustment described above. The Company has the right to transition the FL3 mortgage assets to Term SOFR, eliminating the basis difference between FL3 assets and liabilities, and will make its determination taking into account the loan portfolio as a whole. The transition to Term SOFR is not expected to have a material impact to FL3’s assets and liabilities and related interest expense.
During the three months ended December 31, 2021, we utilized the reinvestment feature in TRTX 2021-FL4 five times and TRTX 2019-FL3 once, recycling loan unpaid principal balances of $87.0 million and $4.3 million, respectively. During the three months ended September 30, 2021, we utilized the reinvestment feature in TRTX 2021-FL4 five times and TRTX 2019-FL3 three times, recycling loan unpaid principal balances of $178.2 million and $189.6 million, respectively. During the three months ended June 30, 2021, we utilized the reinvestment feature in TRTX 2021-FL4 two times, recycling loan unpaid principal balances of $77.2 million, and fully invested $308.9 million in the FL4 Ramp-Up Account available to purchase eligible collateral interests.
The reinvestment periods for TRTX 2019-FL3 and TRTX 2018-FL2 ended on October 11, 2021 and December 11, 2020, respectively. See Note 6 to our consolidated financial statements included in this Form 10-K for details about our CLO reinvestment feature.
Mortgage Loan Payable
We were, through a special purpose entity subsidiary, a borrower under a $50.0 million mortgage loan secured by the REO Property. Refer to Note 5 to our consolidated financial statements included in this Form 10-K for additional information. This mortgage loan was provided by an institutional lender, had an initial maturity date of December 15, 2021, and included an option to extend the maturity for 12 months subject to the satisfaction of customary extension conditions, including (i) the purchase of a new interest rate cap for the extension term, (ii) replenishment of the interest reserve with an amount equal to 12 months of debt service, (iii) payment of a 0.25% extension fee on the outstanding principal balance, and (iv) no event of default. This mortgage loan permitted partial releases of collateral in exchange for payment of a minimum release price equal to the greater of 100% of net sales proceeds (after reasonable transaction expenses) or 115% of the allocated loan amount for the respective parcel. The loan had an interest rate of LIBOR plus 4.50% and was subject to a LIBOR interest rate floor and cap of 0.50%. We posted cash of $2.4 million to pre-fund interest payments due under the note during its initial term.
During the three months ended December 31, 2021, we repaid the Mortgage Loan Payable, recovered the unexpended portion of the pre-funded cash interest reserve of $0.6 million, and recognized $0.6 million of unamortized deferred financing costs in Interest Expense on our consolidated statement of income (loss) and comprehensive income (loss).
Non-Consolidated Senior Interests
In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party, we retain on our balance sheet a mezzanine loan. As of December 31, 2021, we retained a mezzanine loan investment with a total commitment of $35.0 million, an unpaid principal balance of $35.0 million, and an interest rate of LIBOR plus 10.3%.
The following table presents our non-consolidated senior interests outstanding as of December 31, 2021 (dollars in thousands):
| Non-consolidated senior interests | Count | Guarantee | Loan commitment | Principal balance | Amortized cost | Weighted average credit spread(1) | Weighted average term to extended maturity | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior loan sold or co-originated | 1 | None | $ | 132,000 | $ | 132,000 | n.a. | L+ 4.3 | % | 6/28/2025 | ||||||||||||||
| Retained mezzanine loan | 1 | None | 35,000 | 35,000 | 34,960 | L+ 10.3 | % | 6/28/2025 | ||||||||||||||||
| Total loan | 2 | $ | 167,000 | $ | 167,000 | L+ 5.5 | % | 6/28/2025 |
| Column 1 | Column 2 |
|---|---|
| (1) | Loan commitment used as a basis for computation of weighted average credit spread. |
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Financial Covenants for Outstanding Borrowings
Our financial covenants and guarantees for outstanding borrowings related to our secured credit facilities require Holdco to maintain compliance with the following financial covenants (among others), which were amended on June 7, 2021 as follows:
| Financial Covenant | Current | Prior to June 7, 2021 | ||
|---|---|---|---|---|
| Cash Liquidity | Minimum cash liquidity of no less than the greater of: $15.0 million; and 5.0% of Holdco’s recourse indebtedness | Minimum cash liquidity of no less than the greater of: $10.0 million; and 5.0% of Holdco’s recourse indebtedness | ||
| Tangible Net Worth | $1.0 billion, plus 75% of all subsequent equity issuances (net of discounts, commissions, expense), minus 75% of the redeemed or repurchased preferred or redeemable equity or stock | $1.1 billion as of April 1, 2020, plus 75% of future equity issuances thereafter | ||
| Debt-to-Equity | Debt-to-Equity ratio not to exceed 4.25 to 1.0 with "equity" and "equity adjustment" as defined below | Debt-to-Equity ratio not to exceed 3.5 to 1.0 with "equity" and "equity adjustment" as defined below | ||
| Interest Coverage | Minimum interest coverage ratio of no less than 1.5 to 1.0 | Minimum interest coverage ratio of no less than 1.5 to 1.0 |
Holdco’s equity for purposes of calculating the debt-to-equity test (which was revised as of June 7, 2021 at 4.25 to 1:00) was revised to include: stockholders’ equity as determined by GAAP; any other equity instrument(s) issued by Holdco or its Subsidiary that is or are classified as temporary equity under GAAP; and an adjustment equal to the sum of the Current Expected Credit Loss reserve, write-downs, impairments or realized losses taken against the value of any assets of Holdco or its subsidiaries from and after April 1, 2020; provided, however, that the equity adjustment may not exceed the amount of (a) Holdco’s total equity less (b) the product of Holdco’s total indebtedness multiplied by 25%.
Financial Covenant relating to the Series B Preferred Stock
For as long as the Series B Preferred Stock was outstanding, we were required to maintain a debt-to-equity ratio not greater than 3.0 to 1.0. For the purpose of determining this ratio, the aggregate liquidation preference of the outstanding shares of Series B Preferred Stock was excluded from the calculation of total indebtedness of the Company and its subsidiaries, and was included in the calculation of total stockholders’ equity. On June 16, 2021, we redeemed all 9,000,000 outstanding shares of the Series B Preferred Stock. As of December 31, 2021, we did not have any shares of Series B Preferred Stock outstanding and this covenant no longer applied.
Financial Covenant Compliance
We were in compliance with all financial covenants for our secured credit facilities and mortgage loan payable to the extent of outstanding balances as of December 31, 2021 and December 31, 2020, and were in compliance with the financial covenant relating to the Series B Preferred Stock as of December 31, 2020.
If we fail to meet or satisfy any of the covenants in our financing arrangements and are unable to obtain a waiver or other suitable relief from the lenders, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could significantly limit our financing alternatives, which could cause us to curtail our investment activities or dispose of assets when we otherwise would not choose to do so. Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes. For more information regarding the impact that COVID-19 may have on our ability to comply with these covenants, see “Risk Factors.”
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Debt-to-Equity Ratio and Total Leverage Ratio
The following table presents our Debt-to-Equity ratio and Total Leverage ratio as of December 31, 2021 and December 31, 2020:
| December 31, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| Debt-to-equity ratio(1) | 2.36x | 2.44x | ||
| Total leverage ratio(2) | 2.45x | 2.54x |
| Column 1 | Column 2 |
|---|---|
| (1) | Represents (i) total outstanding borrowings under financing arrangements, net, including collateralized loan obligations, secured credit facilities, and mortgage loan payable (if any), less cash, to (ii) total stockholders’ equity, at period end. |
| Column 1 | Column 2 |
|---|---|
| (2) | Represents (i) total outstanding borrowings under financing arrangements, net, including collateralized loan obligations, secured credit facilities, and mortgage loan payable (if any), plus non-consolidated senior interests sold or co-originated (if any), less cash, to (ii) total stockholders’ equity, at period end. |
Floating Rate Portfolio
Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices, typically LIBOR. Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income, subject to the beneficial impact of interest rate floors in our mortgage loan investment portfolio. As of December 31, 2021, 100.0% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in approximately $1.2 billion of net floating rate exposure, subject to the impact of interest rate floors on all our floating rate loans and less than 2.0% of our liabilities. Our liabilities are generally index-matched to each loan investment asset, resulting in a net exposure to movements in benchmark rates that vary based on the relative proportion of floating rate assets and liabilities.
The following table details the net floating rate exposure of our loan portfolio, including loans held for investment and one loan held for sale, as of December 31, 2021 (dollars in thousands):
| Net exposure | ||||
|---|---|---|---|---|
| December 31, 2021 | ||||
| Floating rate mortgage loan assets(1) | $ | 4,919,343 | ||
| Floating rate mortgage loan liabilities(1)(2) | (3,722,199 | ) | ||
| Total floating rate mortgage loan exposure, net | $ | 1,197,144 |
| Column 1 | Column 2 |
|---|---|
| (1) | Floating rate mortgage loan assets and liabilities (with the exception of TRTX-2019 FL3 liabilities and Bank of America secured credit agreement borrowings which are indexed to Term SOFR as of December 2021) are indexed to LIBOR. The net exposure to the underlying benchmark interest rate is directly correlated to our assets indexed to the same rate. |
| Column 1 | Column 2 |
|---|---|
| (2) | Floating rate liabilities include secured credit facilities and collateralized loan obligations. |
With the cessation of LIBOR expected to occur effective June 30, 2023, we continue to evaluate the documentation and control processes associated with our assets and liabilities to manage the transition away from LIBOR to an alternative rate endorsed by the Alternative Reference Rates Committee of the Federal Reserve System. Although recent statements from regulators indicate the possibility of a longer period of transition, perhaps through June 2023, we continue to utilize resources to revise our control and risk management systems to ensure there is no disruption to our day-to-day operations from the transition, when it does occur. We will continue to employ prudent risk management as it relates to the potential financial, operational and legal risks associated with the expected cessation of LIBOR, and to ensure that our assets and liabilities generally remain match-indexed following this event. While we generally seek to match index our assets and liabilities, there is likely to be a transition period as different underlying assets and sources of financing may transition from LIBOR to an alternative index at different times.
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Interest-Earning Assets and Interest-Bearing Liabilities
The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and expense, and financing costs and the corresponding weighted average yields for the three months ended December 31, 2021 and September 30, 2021 (dollars in thousands):
| For the three months ended, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | September 30, 2021 | |||||||||||||||||||||||
| Avg. amortized cost / carrying value(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | Avg. amortized cost / carrying value(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | |||||||||||||||||||
| Core Interest-earning assets: | ||||||||||||||||||||||||
| First mortgage loans | $ | 4,752,923 | $ | 58,951 | 5.0 | % | $ | 4,795,533 | $ | 58,827 | 4.9 | % | ||||||||||||
| Retained mezzanine loans | 34,950 | 1,162 | 13.3 | % | 34,789 | 1,157 | 13.3 | % | ||||||||||||||||
| Core interest-earning assets | $ | 4,787,873 | $ | 60,113 | 5.0 | % | $ | 4,830,322 | $ | 59,984 | 5.0 | % | ||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||
| Collateralized loan obligations | 2,647,842 | 13,096 | 2.0 | % | 2,765,565 | 13,857 | 2.0 | % | ||||||||||||||||
| Secured credit agreements | 1,070,108 | 7,364 | 2.8 | % | 943,536 | 6,412 | 2.7 | % | ||||||||||||||||
| Mortgage loan payable | 16,667 | 1,345 | 2.0 | % | 50,000 | 710 | 5.7 | % | ||||||||||||||||
| Total interest-bearing liabilities | $ | 3,734,617 | $ | 21,805 | 2.3 | % | $ | 3,759,101 | $ | 20,979 | 2.2 | % | ||||||||||||
| Net interest income(3) | $ | 38,308 | $ | 39,005 | ||||||||||||||||||||
| Other Interest-earning assets: | ||||||||||||||||||||||||
| Cash equivalents | $ | 46,046 | $ | 4 | 0.0 | % | $ | 46,046 | $ | 3 | 0.0 | % | ||||||||||||
| Accounts receivable from servicer/trustee | 54,061 | 1 | 0.0 | % | 54,061 | 2 | 0.0 | % | ||||||||||||||||
| Total interest-earning assets | $ | 4,887,980 | $ | 60,118 | 4.9 | % | $ | 4,930,429 | $ | 59,989 | 4.9 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Based on carrying value for loans held for investment and interest-bearing liabilities. Calculated balances as the month-end averages. |
| Column 1 | Column 2 |
|---|---|
| (2) | Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance. |
| Column 1 | Column 2 |
|---|---|
| (3) | Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income (loss) and comprehensive income (loss). |
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The following table presents the average balance of interest-earning assets and related interest-bearing liabilities, associated interest income and expense, and financing costs and the corresponding weighted average yields for the years ended December 31, 2021 and December 31, 2020 (dollars in thousands):
| For the year ended, | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||
| Avg. amortized cost / carrying value(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | Avg. amortized cost / carrying value(1) | Interest income / expense | Wtd. avg. yield / financing cost(2) | |||||||||||||||||||
| Core Interest-earning assets: | ||||||||||||||||||||||||
| First mortgage loans | $ | 4,696,942 | $ | 235,638 | 5.0 | % | $ | 4,921,055 | $ | 272,327 | 5.5 | % | ||||||||||||
| Retained mezzanine loans | 34,209 | 4,523 | 13.2 | % | 25,618 | 3,372 | 13.2 | % | ||||||||||||||||
| CRE debt securities(3) | — | — | — | 197,247 | 7,973 | 4.0 | % | |||||||||||||||||
| Core interest-earning assets | $ | 4,731,151 | $ | 240,161 | 5.1 | % | $ | 5,143,920 | $ | 283,672 | 5.5 | % | ||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||
| Collateralized loan obligations | $ | 2,612,455 | $ | 48,912 | 1.9 | % | $ | 1,831,086 | $ | 42,661 | 2.3 | % | ||||||||||||
| Secured credit agreements | 1,049,949 | 32,681 | 3.1 | % | 1,973,514 | 59,119 | 3.0 | % | ||||||||||||||||
| Mortgage loan payable | 41,667 | 3,497 | 8.4 | % | 16,667 | — | 0.0 | % | ||||||||||||||||
| Asset-specific financings | — | — | — | 70,510 | 5,457 | 7.7 | % | |||||||||||||||||
| Secured revolving credit agreement | — | — | — | 21,734 | — | 0.0 | % | |||||||||||||||||
| Total interest-bearing liabilities | $ | 3,704,071 | $ | 85,090 | 2.3 | % | $ | 3,913,511 | $ | 107,237 | 2.7 | % | ||||||||||||
| Net interest income(4) | $ | 155,071 | $ | 176,435 | ||||||||||||||||||||
| Other Interest-earning assets: | ||||||||||||||||||||||||
| Cash equivalents | $ | 150,685 | $ | 19 | 0.0 | % | $ | 202,843 | $ | 425 | 0.2 | % | ||||||||||||
| Accounts receivable from servicer/trustee | 90,662 | 5 | 0.0 | % | 42,682 | 47 | 0.1 | % | ||||||||||||||||
| Total interest-earning assets | $ | 4,972,498 | $ | 240,185 | 4.8 | % | $ | 5,389,445 | $ | 284,144 | 5.3 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Based on carrying value for loans held for investment, amortized cost for CRE debt securities and carrying value for interest-bearing liabilities. Calculated balances as the month-end averages. |
| Column 1 | Column 2 |
|---|---|
| (2) | Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance. |
| Column 1 | Column 2 |
|---|---|
| (3) | Reflects the sale of the entire existing CRE Debt securities portfolio during March and April of 2020. |
| Column 1 | Column 2 |
|---|---|
| (4) | Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities. Interest income on Other Interest-earning assets is included in Other Income, net on the consolidated statements of income (loss) and comprehensive income (loss). |
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Our Results of Operations
Operating Results
The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2021 and December 31, 2020 (dollars in thousands, except per share data):
| For the year ended December 31, | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 vs 2020 | ||||||||||
| INTEREST INCOME | ||||||||||||
| Interest Income | $ | 240,161 | $ | 283,672 | $ | (43,511 | ) | |||||
| Interest Expense | (85,090 | ) | (107,237 | ) | 22,147 | |||||||
| Net Interest Income | $ | 155,071 | $ | 176,435 | $ | (21,364 | ) | |||||
| OTHER REVENUE | ||||||||||||
| Other Income, net | 560 | 537 | 23 | |||||||||
| Total Other Revenue | 560 | 537 | 23 | |||||||||
| OTHER EXPENSES | ||||||||||||
| Professional Fees | 4,835 | 8,970 | (4,135 | ) | ||||||||
| General and Administrative | 4,392 | 3,597 | 795 | |||||||||
| Stock Compensation Expense | 5,763 | 5,768 | (5 | ) | ||||||||
| Servicing and Asset Management Fees | 1,608 | 1,239 | 369 | |||||||||
| Management Fee | 21,519 | 20,767 | 752 | |||||||||
| Total Other Expenses | 38,117 | 40,341 | (2,224 | ) | ||||||||
| Securities Impairments | — | (203,397 | ) | 203,397 | ||||||||
| Gain on Sale of Real Estate Owned, net | 15,790 | — | 15,790 | |||||||||
| Credit Loss Benefit (Expense) | 6,310 | (69,755 | ) | 76,065 | ||||||||
| Income (Loss) Before Income Taxes | 139,614 | (136,521 | ) | 276,135 | ||||||||
| Income Tax Expense, net | (1,064 | ) | (305 | ) | (759 | ) | ||||||
| Net Income (Loss) | $ | 138,550 | $ | (136,826 | ) | $ | 275,376 | |||||
| Preferred Stock Dividends and Participating Securities Share in Earnings (Loss) | (19,911 | ) | (15,517 | ) | (4,394 | ) | ||||||
| Series B Preferred Stock Redemption Make-Whole Payment | (22,485 | ) | — | (22,485 | ) | |||||||
| Series B Preferred Stock Accretion and Write-off of Discount, including Allocated Warrant Fair Value and Transaction Costs | (25,449 | ) | (3,189 | ) | (22,260 | ) | ||||||
| Net Income (Loss) Attributable to Common Stockholders - See Note 12 | $ | 70,705 | $ | (155,532 | ) | $ | 226,237 | |||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||
| Unrealized Gain (Loss) on CRE Debt Securities | — | (1,051 | ) | 1,051 | ||||||||
| Comprehensive Net Income (Loss) | $ | 138,550 | $ | (137,877 | ) | $ | 276,427 | |||||
| Earnings (Loss) per Common Share, Basic(1) | $ | 0.92 | $ | (2.03 | ) | $ | 2.95 | |||||
| Earnings (Loss) per Common Share, Diluted(1) | $ | 0.87 | $ | (2.03 | ) | $ | 2.90 | |||||
| Dividends Declared per Common Share | $ | 0.95 | $ | 1.21 | $ | (0.26 | ) |
| Column 1 | Column 2 |
|---|---|
| (1) | Basic and diluted earnings (loss) per common share are computed independently based on the weighted-average shares of common stock outstanding. Diluted earnings (loss) per common share also includes the impact of participating securities outstanding plus any incremental shares that would be outstanding assuming the exercise of the Warrants. Accordingly, the sum of quarterly earnings (loss) per common share amounts may not agree to the total for the year ended December 31, 2021 and December 31, 2020. |
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Comparison of the Years Ended December 31, 2021 and 2020
Net Interest Income
Net interest income decreased to $155.1 million, during the year ended December 31, 2021 compared to $176.4 million for the year ended December 31, 2020. The decrease for the year ended December 31, 2021 was primarily due to a decline in our average interest earning asset base of $412.8 million, compared to the year ended December 31, 2020. Additionally, our loan portfolio weighted average all-in yield and weighted average interest rate floors declined from 5.3% and 1.66% as of December 31, 2020 to 4.8% and 1.10% as of December 31, 2021, respectively, resulting in a lower net interest margin for the year ended December 31, 2021.
Other Expenses
Other expenses decreased $2.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to a $4.1 million decrease in professional fees (legal, accounting and advisory fees) from those incurred during the year ended December 31, 2020. We incurred higher professional fees during the year ended December 31, 2020 in connection with our response to COVID-19.
Credit Loss Benefit (Expense)
For the year ended December 31, 2021, we recorded a credit loss benefit of $6.3 million, compared to a credit loss expense of $69.8 million during the year ended December 31, 2020, a decrease of $76.1 million. The year-over-year change in credit loss expense of $76.1 million is primarily due to (1) $17.0 million from positive macroeconomic data and improved operating performance of the underlying collateral for many of our loans in 2021 that were adversely impacted by COVID-19 in 2020, (2) $14.7 million related to the reversal of individually assessed loans, and (3) $63.4 million as a result of the onset of COVID-19 recognized during the three months ended March 31, 2020, offset by an increase of $19.0 million due to (1) an increase of $11.4 million and $9.7 million for loan originations and sales, respectively, and (2) a decrease of $2.1 million for loan repayments.
Gain on Sale of Real Estate Owned, net
During the year ended December 31, 2021, we sold 10 acres of REO Property generating net cash proceeds of $54.4 million and a gain on sale of $15.8 million. We did not sell any real estate owned during the year ended December 31, 2020.
Securities Impairments
We have owned no CRE debt securities since April 2020. Thus, we had no securities impairments for the year ended December 31, 2021, compared to $203.4 million for the year ended December 31, 2020. Securities impairments for the year ended December 31, 2020 include losses on sales of CRE debt securities of $36.2 million and an impairment charge of $167.3 million, offset by a realized gain on sale of $0.1 million related to one CRE debt security owned at March 31, 2020.
Dividends Declared Per Common Share
During the year ended December 31, 2021, we declared cash dividends of $0.95 per common share, or $73.8 million. During the year ended December 31, 2020, we declared cash dividends of $1.21 per common share, or $93.6 million.
Unrealized Gain (Loss) on CRE Debt Securities
Other comprehensive income (loss) decreased $1.0 million during the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease is due to the reversal of unrealized gains recognized during the year ended December 31, 2020, and no holdings of CRE debt securities in 2021.
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Income Tax Expense
Income tax expense increased $0.8 million during the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to the excess inclusion income (“EII”) generated by certain of our CRE CLOs as a result of a sharp decline in LIBOR after issuance, loans with high interest rate floors, and liabilities largely unfloored with respect to LIBOR or SOFR. Any EII generated by our CRE CLOs is ultimately allocated further to our TRSs. Consequently, no EII is allocated to us and, as a result, our shareholders will not be allocated any EII or unrelated business taxable income by us. See Note 10 to our consolidated financial statements included in this Form 10-K for details.
Series B Preferred Stock Redemption Make-Whole Payment
During the year ended December 31, 2021, we made a make-whole payment of $22.5 million to the holder of the Series B Preferred Stock equaling the present value of all remaining dividend payments due on such shares from and after the redemption date (and not including any declared or paid dividends or accrued dividends prior to such redemption date) through the second anniversary of the original issue date, computed in accordance with the terms of the Articles Supplementary for the Series B Preferred Stock. See Note 13 to our consolidated financial statements included in this Form 10-K for additional details.
Series B Preferred Stock Accretion and Write-off of Discount, including Allocated Warrant Fair Value and Transaction Costs
During the year ended December 31, 2021, in connection with the redemption of the Series B Preferred Stock, we accelerated the accretion and wrote-off the unamortized discount related to the allocated Warrant fair value and transaction costs of $22.5 million. See Note 13 to our consolidated financial statements included in this Form 10-K for additional details.
Liquidity and Capital Resources
Capitalization
We have capitalized our business to date through, among other things, the issuance and sale of shares of our common stock, issuance of Series C Preferred Stock classified as permanent equity, issuance of Series B Preferred Stock treated as temporary equity, borrowings under secured credit facilities, collateralized loan obligations, mortgage loan payable, asset-specific financings, and non-consolidated senior interests. As of December 31, 2021, we had outstanding 77.2 million shares of our common stock representing $1.3 billion of stockholders’ equity, $194.4 million of Series C Preferred Stock, and $3.7 billion of outstanding borrowings used to finance our investments and operations.
See Notes 6 and 7 to our consolidated financial statements included in this Form 10-K for details regarding our borrowings under secured credit facilities, collateralized loan obligations, and mortgage loan payable
Sources of Liquidity
Our primary sources of liquidity include cash and cash equivalents, available borrowings under secured credit facilities and capacity in our collateralized loan obligations available for reinvestment, which are set forth in the following table for the years ended December 31, 2021 and December 31, 2020 (dollars in thousands):
| For the Years Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Cash and cash equivalents | $ | 260,635 | $ | 319,669 | |||
| Secured credit facilities | 60,319 | 22,766 | |||||
| Collateralized loan obligation proceeds held at trustee | 204 | 121 | |||||
| Total | $ | 321,158 | $ | 342,556 |
Our existing loan portfolio provides us with liquidity as loans are repaid or sold, in whole or in part, of which some proceeds may be included in accounts receivable from our servicers until released and the proceeds from such repayments become available for us to reinvest. For the year ended December 31, 2021, loan repayments and loan sales totaled $1.4 billion. Additionally, as of December 31, 2021 we held unencumbered loan investments with an aggregate unpaid principal balance of $128.1 million that are eligible to pledge under our existing financing arrangements.
We continue to monitor the COVID-19 pandemic and its impact on our borrowers, their tenants, our lenders, and the economy as a whole. The magnitude and duration of the COVID-19 pandemic, and its impact on our operations and liquidity, are uncertain and continue to evolve in the United States and globally. Additional regional surges in infection rates due to COVID-19 variants, reversed
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re-openings, uncertainty regarding the effectiveness of vaccines approved for COVID-19, or high proportions of vaccine hesitancy in certain regions, may have a material impact on our operations and liquidity.
Uses of Liquidity
In addition to our ongoing loan activity, our primary liquidity needs include interest and principal payments under our $3.7 billion of outstanding borrowings under secured credit facilities and collateralized loan obligations, $487.8 million of unfunded loan commitments on our loans held for investment, dividend distributions to our preferred and common stockholders, and operating expenses.
Consolidated Cash Flows
Our primary cash flow activities involve actively managing our investment portfolio, originating floating rate, first mortgage loan investments, and raising capital through public offerings of our equity and debt securities. The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash balances for the year ended December 31, 2021 and December 31, 2020 (dollars in thousands):
| For the Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||
| Cash flows provided by operating activities | $ | 132,167 | $ | 132,085 | ||||
| Cash flows (used in) provided by investing activities | (342,898 | ) | 964,585 | |||||
| Cash flows provided by (used in) financing activities | 152,101 | (856,668 | ) | |||||
| Net change in cash, cash equivalents, and restricted cash | $ | (58,630 | ) | $ | 240,002 |
Operating Activities
During the year ended December 31, 2021, cash flows provided by operating activities totaled $132.2 million primarily related to net interest income, offset by operating expenses. During the year ended December 31, 2020, cash flows provided by operating activities totaled $132.1 million primarily related to net interest income, offset by operating expenses.
Investing Activities
During the year ended December 31, 2021, cash flows used in investing activities totaled $342.9 million primarily due to new loan originations of $1.6 billion, advances on existing loans of $144.6 million, offset by loan repayments of $1.2 billion, and proceeds from sales of loans of $145.7 million. Cash flows provided by investing activities during the year ended December 31, 2020 totaled $964.6 million primarily due to repayments on loans held for investment of $819.8 million, sale of CRE debt securities totaling $766.4 million and proceeds from sale of loans of $131.9 million, offset by new loan originations and purchases of CRE debt securities of $520.5 million and advances on existing loans of $233.0 million.
Financing Activities
During the year ended December 31, 2021, cash flows provided by financing activities totaled $152.1 million primarily due to proceeds from the issuance of TRTX 2021-FL4 of $1.04 billion, proceeds from the issuance of Series C Preferred Stock of $194.4 million, offset by payments on secured financing agreements of $1.4 billion, payments related to the redemption of Series B Preferred Stock of $247.5 million, and payment of dividends on our common stock and preferred stock of $98.3 million. During the year ended December 31, 2020, cash flows used in financing activities totaled $856.7 million primarily due to payments on secured financing agreements of $2.3 billion and payment of dividends on our common stock, Series A preferred stock and Series B Preferred Stock of $111.6 million, offset by additional proceeds from secured financing agreements of $1.2 billion, and the issuance of Series B Preferred Stock and Warrants of $225.0 million.
During the period from March 1, 2020 to March 31, 2020, we received margin call notices with respect to borrowings against our CRE CLO securities investment portfolio aggregating $170.9 million, which were satisfied with a combination of $89.8 million of cash, cash proceeds from bond sales, and increases in market values prior to quarter-end. As of March 31, 2020, unpaid margin calls totaled $19.0 million, which were satisfied in April 2020 through cash proceeds from bond sales and increases in market value. During the quarter ended June 30, 2020, prior to making the voluntary deleveraging payments described below, we satisfied one margin call aggregating $20.0 million in connection with our secured credit agreements financing our loan investments by pledging a previously unencumbered loan investment.
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On May 28, 2020, we made voluntary deleveraging payments totaling $157.7 million to all six of our secured credit agreement lenders and our one secured credit facility lender that provide financing for certain of our first mortgage loan investments in exchange for their agreement to suspend margin calls for defined periods, subject to certain conditions. When these payments were made, no margin deficits existed, and no margin calls have been issued to us since. If market turbulence persists or resurges, we may be required to post cash collateral in connection with our secured credit agreements secured by our mortgage loan investments, with the exception of one financing arrangement with a margin call holiday through October 30, 2022. We maintain frequent dialogue with the lenders under our secured credit agreements regarding our management of their collateral assets in light of the impacts of the COVID-19 pandemic. For more information regarding the impact that COVID-19 has had on our liquidity and may have on our future liquidity, see “Risk Factors.”
Contractual Obligations and Commitments
Our contractual obligations and commitments as of December 31, 2021 were as follows (dollars in thousands):
| Payment Timing | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Obligation | Less than 1 Year | 1 to 3 Years | 3 to 5 Years | More than 5 Years | |||||||||||||||
| Unfunded loan commitments(1) | $ | 487,773 | $ | 153,822 | $ | 196,943 | $ | 137,008 | $ | — | |||||||||
| Collateralized loan obligations—principal(2) | 2,555,988 | 251,966 | 1,406,937 | 897,085 | — | ||||||||||||||
| Secured credit facilities—principal(3) | 1,166,211 | 128,625 | 1,037,586 | — | — | ||||||||||||||
| Collateralized loan obligations—interest(4) | 117,881 | 41,956 | 59,546 | 16,379 | — | ||||||||||||||
| Secured credit facilities—interest(4) | 42,696 | 21,576 | 21,120 | — | — | ||||||||||||||
| Total | $ | 4,370,549 | $ | 597,945 | $ | 2,722,132 | $ | 1,050,472 | $ | — |
| Column 1 | Column 2 |
|---|---|
| (1) | The allocation of our unfunded loan commitments for our loans held for investment portfolio is based on the earlier of the commitment expiration date and the loan maturity date. |
| Column 1 | Column 2 |
|---|---|
| (2) | Collateralized loan obligation liabilities are based on the fully extended maturity of mortgage loan collateral, considering the reinvestment window of our collateralized loan obligation. |
| Column 1 | Column 2 |
|---|---|
| (3) | The allocation of secured debt agreements is based on the extended maturity date for those credit facilities where extensions are at our option, subject to no default, or the current maturity date of those facilities where extension options are subject to counterparty approval. |
| Column 1 | Column 2 |
|---|---|
| (4) | Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured debt agreements and collateralized loan obligations and the interest rates 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 LIBOR (with the exception of TRTX-2019 FL3 liabilities and Bank of America secured credit agreement borrowings which are indexed to SOFR as of December 2021). |
With respect to our debt obligations that are contractually due within the next five years, we plan to employ several strategies to meet these obligations, including: (i) exercising maturity date extension options that exist in our current financing arrangements; (ii) negotiating extensions of terms with our providers of credit; (iii) periodically accessing the public and private equity and debt capital markets to raise cash to fund new investments or the repayment of indebtedness; (iv) the issuance of additional structured finance vehicles, such as a collateralized loan obligations similar to TRTX 2021-FL4, TRTX 2019-FL3 or TRTX 2018-FL2, as a method of financing; (v) term loans with private lenders; (vi) selling loans to generate cash to repay our debt obligations; and/or (vii) applying repayments from underlying loans to satisfy the debt obligations which they secure. Although these avenues have been available to us in the past, we cannot offer any assurance that we will be able to access any or all of these alternatives in the future.
We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. No incentive fee was earned by our Manager during the year ended December 31, 2021. See Note 11 to our consolidated financial statements included in this Form 10-K for additional terms and details of the fees payable under our Management Agreement.
As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. In 2017, the IRS issued a revenue procedure permitting “publicly offered” REITs to make elective stock dividends (i.e. dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. On November 30, 2021, the IRS issued another revenue procedure which temporarily reduces (through June 30, 2022) the minimum amount of the total distribution that must be available in cash to 10%. Pursuant to these revenue procedures, we may elect to make future distributions of our taxable income in a mixture of stock and cash.
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Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described above. See Note 10 to our consolidated financial statements included in this Form 10-K for additional details.
Corporate Activities
Issuance of Series C Preferred Stock
On June 14, 2021, we received net proceeds of $194.4 million from the sale of the 8,050,000 shares of Series C Preferred Stock after deducting the underwriting discount and commissions of $6.3 million and issuance costs of $0.6 million. We used the net proceeds from the offering to partially fund the redemption of all of the outstanding shares of the Series B Preferred Stock. The Series C Preferred Stock is currently listed on the NYSE under the symbol “TRTX PRC.”
The Series C Preferred Stock has a liquidation preference of $25.00 per share. When, as, and if authorized by the board of directors and declared by us, dividends on the Series C Preferred Stock will be payable quarterly in arrears on or about March 30, June 30, September 30, and December 30 of each year at a rate per annum equal to 6.25% per annum of the $25.00 per share liquidation preference. Dividends on the Series C Preferred Stock are cumulative.
For additional details regarding the offering of Series C Preferred Stock, see Note 13 to our consolidated financial statements included in this Form 10-K.
Issuance of Series B Preferred Stock and Warrants to Purchase Common Stock
On May 28, 2020, we entered into an Investment Agreement with an affiliate of Starwood Capital Group Global II, L.P. (the “Purchaser”), under which we agreed to issue and sell to the Purchaser up to 13 million shares of Series B Preferred Stock and Warrants to purchase, in the aggregate, up to 15 million shares (subject to adjustment) of our Common Stock, for an aggregate cash purchase price of up to $325.0 million. Such purchases were permitted to occur in up to three tranches prior to December 31, 2020. The Investment Agreement contains market standard provisions regarding board representation, voting agreements, rights to information, and a standstill agreement and registration rights agreement regarding common stock acquired via exercise of Warrants. The Purchaser acquired the first tranche pursuant to the Investment Agreement, consisting of 9.0 million shares of Series B Preferred Stock and Warrants to purchase up to 12.0 million shares of Common Stock, for an aggregate price of $225.0 million. We allowed the option to issue additional shares of Series B Preferred Stock to expire unused.
On June 16, 2021, we redeemed all 9,000,000 outstanding shares of the Series B Preferred Stock at an aggregate redemption price of $247.5 million. Dividends on all shares of Series B Preferred Stock were paid in full as of the redemption date. As a result of the redemption, dividends will no longer accrue or be declared on any shares of Series B Preferred Stock, and no shares of Series B Preferred Stock remain outstanding. In connection with the redemption, we made a make-whole payment to the holder of the Series B Preferred Stock of $22.5 million, the amount equal to the present value of all remaining dividend payments due on such shares of Series B Preferred Stock from and after the redemption date (and not including any declared or paid dividends or accrued dividends prior to such redemption date) through the second anniversary of the original issue date, computed in accordance with the terms of the Articles Supplementary for the Series B Preferred Stock. This make-whole payment is recorded as Series B Preferred Stock Redemption Make-Whole Payment on our consolidated statements of changes in equity and treated similarly to a dividend on preferred stock for GAAP purposes. Additionally, we accelerated the accretion of approximately $22.5 million related to the remaining unamortized discount, which was included in Series B Preferred Stock Accretion and Write-off of Discount, including Allocated Warrant Fair Value and Transaction Costs on our consolidated statements of changes in equity and treated similarly to a dividend on preferred stock for GAAP purposes.
None of the Warrants had been exercised as of December 31, 2021.
Offering of Common Stock
On March 7, 2019, we and our Manager entered into an equity distribution agreement with each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, JMP Securities LLC, Wells Fargo Securities, LLC and TPG Capital BD, LLC (each a “Sales Agent” and, collectively, the “Sales Agents”) relating to the issuance and sale of shares of our common stock pursuant to a continuous offering program. In accordance with the terms of the equity distribution agreement, we may, at our discretion and from time to time, offer and sell shares of our common stock having an aggregate gross sales price of up to $125.0 million through the Sales Agents, each acting as our agent. The offering of shares of our common stock pursuant to the equity distribution agreement will terminate upon the earlier of (1) the sale of shares of our common stock subject to the equity distribution agreement having an aggregate gross sales price of $125.0 million and (2) the termination of the equity distribution agreement by the Sales Agents or us at any time as set forth in the equity distribution agreement. As of December 31, 2021, cumulative gross proceeds issued under the equity distribution agreement totaled $50.9 million, leaving $74.1 million available for future issuance subject to the direction of management, and market conditions.
Each Sales Agent will be entitled to commissions in an amount not to exceed 1.75% of the gross sales prices of shares of our common stock sold through it, as our agent. No shares of common stock were sold pursuant to the equity distribution agreement during the year ended December 31, 2021. For the year ended December 31, 2020, we sold 0.6 million shares of common stock pursuant to the
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equity distribution agreement at a weighted average price per share of $20.53, generating gross proceeds of $12.9 million. We paid commissions totaling $0.2 million.
Dividends
Upon the approval of our Board of Directors, we accrue dividends. Dividends are paid first to the holders of our Series A preferred stock at the rate of 12.5% of the total $0.001 million liquidation preference per annum plus all accumulated and unpaid dividends thereon, then to the holder of our Series B Preferred Stock at the rate of 11.0% per annum of the $25.00 per share liquidation preference and to the holders of our Series C Preferred Stock at the rate of 6.25% per annum of the $25.00 per share liquidation preference, and then to the holders of our common stock, in each case, to the extent outstanding. We intend to distribute each year substantially all our taxable income to our stockholders to comply with the REIT provisions of the Internal Revenue Code. The Board of Directors will determine whether to pay future dividends, entirely in cash, or in a combination of stock and cash based on facts and circumstances at the time such decisions are made.
On December 13, 2021, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $18.7 million in the aggregate, for the fourth quarter of 2021. The Board of Directors also declared and approved an additional, non-recurring special cash dividend of $0.07 per share of common stock, or $5.5 million in the aggregate, attributable to the Company’s estimated 2021 REIT taxable income which was previously undistributed. The fourth quarter regular and special dividends were paid on January 25, 2022 to holders of record of our common stock as of December 29, 2021.
On December 9, 2021, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2021. The Series C Preferred Stock dividend was paid on December 30, 2021 to the preferred stockholders of record as of December 20, 2021.
For the years ended December 31, 2021 and 2020, common stock and Class A common stock dividends in the amount of $73.8 million and $93.6 million, respectively, were declared and approved.
For the year ended December 31, 2021, Series C Preferred Stock dividends in the amount of $6.9 million were approved and paid. No Series C Preferred Stock dividends were approved and paid in 2020, as the Series C Preferred Stock was not issued until June 2021.
For the years ended December 31, 2021 and 2020, Series B Preferred Stock dividends in the amount of $12.3 million and $14.7 million, respectively, were approved and paid.
As of December 31, 2021 and 2020, common stock dividends of $24.2 million and $29.5 million, respectively, were unpaid and are reflected in dividends payable on our consolidated balance sheets.
Income Taxes
We made an election to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2014. We generally must distribute annually at least 90% of our REIT taxable income, subject to certain adjustments and excluding any net capital gain, in order to qualify as a REIT for U.S. federal income tax purposes. 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.
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 U.S. federal, state and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. We believe we have complied with all REIT requirements since our initial taxable year.
Critical Accounting Policies and Use of Estimates
The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, valuation of our investment portfolio and disclosure of contingent assets and liabilities, among other items. Our management bases these estimates and judgments about current, and for some estimates, future economic and market conditions and their effects on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses.
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If conditions change from those expected, it is possible that our judgments, estimates and assumptions described below could change, which may result in a change in our interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future write-off of our investments, and valuation of our investment portfolio, among other effects. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the consolidated financial statements in the period in which the actual amounts become known. We believe our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.
During 2021, our Manager reviewed and evaluated our critical accounting policies and believes them to be appropriate. The following is a summary of our significant accounting policies that we believe are the most affected by our Manager’s judgments, estimates, and assumptions:
Revenue Recognition
Interest income on loans is accrued using the interest method based on the contractual terms of the loan, adjusted for expected or realized credit losses, if any. The objective of the interest method is to arrive at periodic interest income, including recognition of fees and costs, at a constant effective yield. Premiums, discounts, and origination fees are amortized or accreted into interest income over the lives of the loans using the interest method, or on a straight-line basis when it approximates the interest method. Extension and modification fees are accreted into interest income on a straight-line basis, when it approximates the interest method, over the related extension or modification period. Exit fees are accreted into interest income on a straight-line basis, when it approximates the interest method, over the lives of the loans to which they relate unless they can be waived by us or a co-lender in connection with a loan refinancing, or if timely collection of principal and interest is doubtful. Prepayment penalties from borrowers are recognized as interest income when received. Certain of our loan investments have in the past, and may in the future, provide for additional interest based on the borrower’s operating cash flow or appreciation in the value of the underlying collateral. Such amounts are considered contingent interest and are reflected as interest income only upon certainty of collection. Certain of our loan investments have in the past, and may in the future, provide for the accrual of interest (in part, or in whole) instead of its current payment in cash, with the accrued interest (“PIK interest”) added to the unpaid principal balance of the loan. Such PIK interest is recognized currently as interest income unless we conclude eventual collection is unlikely, in which case the PIK interest is written off.
All interest accrued but not received for loans placed on non-accrual status is subtracted from interest income at the time the loan is placed on non-accrual status. Based on our judgment as to the collectability of principal, a loan on non-accrual status is either accounted for on a cash basis, where interest income is recognized only upon receipt of cash for interest payments, or on a cost-recovery basis, where all cash receipts reduce the loan’s carrying value, and interest income is only recorded when such carrying value has been fully recovered.
As of December 31, 2021, one of our loans secured by a retail property was on non-accrual status due to a borrower default during the fourth quarter of 2020. The amortized cost of the loan was $23.0 million.
Credit Losses
As discussed in Note 2 to the Consolidated Financial Statements included in this Form 10-K, on January 1, 2020, we adopted Accounting Standard Update (“ASU”) 2016-13, Financial Instruments-Credit Losses, and subsequent amendments, which replaced the incurred loss methodology with an expected loss model known as the Current Expected Credit Loss ("CECL") model. The initial CECL reserve recorded on January 1, 2020 is reflected as a direct charge to our retained earnings on the consolidated statements of changes in equity. Subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of income (loss) and comprehensive income (loss). The allowance for credit losses measured under the CECL accounting framework represents an estimate of current expected losses for our existing portfolio of loans held for investment, and is presented as a valuation reserve on our consolidated balance sheets. Expected credit losses related to non-cancelable unfunded loan commitments are accounted for as separate liabilities included in accrued expenses and other liabilities on the consolidated balance sheets. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheets, is adjusted by a credit loss benefit (expense), which is reported in earnings in the consolidated statements of income (loss) and comprehensive income (loss) and reduced by the charge-off of loan amounts, net of recoveries and additions related to purchased credit-deteriorated (“PCD”) assets, if relevant. The allowance for credit losses includes a modeled component and an individually-assessed component. We have elected to not measure an allowance for credit losses on accrued interest receivables related to all of our loans held for investment because we write off uncollectable accrued interest receivable in a timely manner pursuant to our non-accrual policy, described above.
We consider key credit quality indicators in underwriting loans and estimating credit losses, including but not limited to: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; debt service and coverage ratio; our risk rating for the same and similar loans; and prior experience with the borrower and sponsor. This information is used to assess the financial and operating capability, experience and profitability of the sponsor/borrower. Ultimate repayment of our loans are sensitive to interest rate changes, general economic conditions, liquidity, LTV
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ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement short-term or long-term financing. The loans in our commercial mortgage loan portfolio are secured by collateral of the following property types: office; life science; multifamily; hotel; mixed-use; condominium; and retail.
Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by a partnership interest or similar equity interest in an entity that owns real estate. We regularly evaluate on a loan-by-loan basis, typically no less frequently than quarterly, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, and the financial and operating capability of the borrower/sponsor. We also evaluate the financial strength of loan guarantors, if any, and the borrower’s competency in managing and operating the property or properties. In addition, we consider the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management, who utilize various data sources, including, to the extent available (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other market data.
Quarterly, we evaluate the risk of all loans and assign a risk rating based on a variety of factors, grouped as follows: (i) loan and credit structure, including the as-is LTV and structural features; (ii) quality and stability of real estate value and operating cash flow, including debt yield, property type, dynamics of the geography, property type and local market, physical condition, stability of cash flow, leasing velocity and quality and diversity of tenancy; (iii) performance against underwritten business plan; and (iv) quality, experience and financial condition of sponsor, borrower and guarantor(s). Based on a 5-point scale, our loans are rated “1” through “5,” from least risk to greatest risk, respectively, which ratings are defined as follows:
1 - Outperform—Exceeds performance metrics (for example, technical milestones, occupancy, rents, net operating income) included in original or current credit underwriting and business plan;
2 - Meets or Exceeds Expectations—Collateral performance meets or exceeds substantially all performance metrics included in original or current underwriting / business plan;
3 - Satisfactory—Collateral performance meets or is on track to meet underwriting; business plan is met or can reasonably be achieved;
4 - Underperformance—Collateral performance falls short of original underwriting, material differences exist from business plan, or both; technical milestones have been missed; defaults may exist, or may soon occur absent material improvement; and
5 - Default/Possibility of Loss—Collateral performance is significantly worse than underwriting; major variance from business plan; loan covenants or technical milestones have been breached; the loan is in default or substantially in default; timely exit from loan via sale or refinancing is questionable; significant risk of principal loss.
We generally assign a risk rating of “3” to all loans originated during the most recent quarter, except in the case of specific circumstances warranting an exception.
Our CECL reserve also reflects an estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing the loans. These estimations include unemployment rates, inflation rates, interest rates, price indices for commercial property, current and expected future availability of liquidity in the commercial property debt and equity capital markets, 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 our loan portfolio’s performance. Selection of the economic forecast or forecasts used, in conjunction with loan level inputs, to determine the CECL reserve requires significant judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty. The actual economic conditions impacting our loan portfolio could vary significantly from the estimates made for the periods presented.
Due to the COVID-19 pandemic and the dislocation it has caused to the national economy, the commercial real estate markets, and the capital markets, our ability to estimate key inputs for estimating the allowance for credit losses remains materially and adversely impacted. The amount of allowance for credit losses is influenced by the size of our loan portfolio, loan asset quality, risk rating, delinquency status, historic loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. We employ two methods to estimate credit losses in our loan portfolio: a loss-given-default (“LGD”) model-based approach utilized for substantially all of our loans; and an individually-assessed approach for loans that we conclude are ill-suited for use in the model-based approach, or are individually-assessed based on accounting guidance contained in the CECL framework. Estimates made by use are necessarily subject to change due to the limited number of observable inputs and uncertainty regarding the duration of the COVID-19 pandemic and its aftereffects. See Note 2 to the Consolidated Financial Statements in this Form 10-K for further discussion of our methodologies.
Significant judgment is required when estimating future credit losses and as a result actual losses over time could be materially different. As of December 31, 2021, we held $4.9 billion of loans measured at amortized cost with expected future funding commitments
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of $487.8 million. We recognized a net credit loss benefit of $6.3 million during the year ended December 31, 2021. The credit loss allowance was $46.2 million as of December 31, 2021.
See Note 2 to our Consolidated Financial Statements included in this Form 10-K for a listing and description of our significant accounting policies.
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Subsequent Events
The following events occurred subsequent to December 31, 2021:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | We closed, or are in the process of closing, nine first mortgage loans with a total loan commitment amount of $543.8 million and initial fundings of $485.2 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | On February 9, 2022, we extended the initial maturity date of our $750.0 million secured credit facility with Wells Fargo Bank from April 18, 2022 to April 18, 2025, and reduced the total commitment to $500.0 million with an option to increase the facility to $1.0 billion upon our request and standard lender approval rights. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | On February 16, 2022, we closed TRTX 2022-FL5, a $1.075 billion managed CRE CLO with $907.0 million of investment-grade bonds outstanding, a two-year reinvestment period, an advance rate of 84.4%, and a weighted average interest rate at issuance of Compounded SOFR plus 2.02%, before transaction costs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | On February 17, 2022, we redeemed TRTX 2018-FL2, which at its redemption had $600.0 million of investment-grade bonds outstanding. The 17 loans or participation interests therein with an aggregate unpaid principal balance of $805.7 million held by the trust were refinanced in part by the issuance of TRTX 2022-FL5 and in part with the expansion of an existing secured credit agreement. In connection with the redemption of TRTX 2018-FL2, we exercised an option under our existing secured credit agreement with Goldman, Sachs & Co. to increase the commitment amount to $500.0 million from $250.0 million, pledge additional collateral with an aggregate unpaid principal balance of $463.8 million, borrow an additional $359.1 million, and leave unchanged the fully-extended maturity date of August 19, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | On February 22, 2022, we closed a $250.0 million, secured revolving credit facility with a syndicate of 5 banks to provide short-term funding of up to 180 days for newly-originated loans and existing loans. The credit facility has a 3-year term and an interest rate of an ARRC-compliant benchmark plus 2.00%. |
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Loan Portfolio Details
The following table provides details with respect to our loans held for investment portfolio on a loan-by-loan basis as of December 31, 2021 (dollars in millions, except loan per square foot/unit):
| Loan # | Form of investment | Origination / acquisition date(2) | Total loan | Principal balance | Amortized cost(3) | Credit spread(4) | All-in yield(5) | Fixed / floating | Extended maturity(6) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(7) | Risk rating(8) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First Mortgage Loans(1) | |||||||||||||||||||||||||||||||||||||||
| 1 | Senior Loan | 08/21/19 | 290.8 | 288.6 | 288.3 | L+1.6% | L +1.8% | Floating | 09/09/24 | New York, NY | Office | Light Transitional | $574 Sq ft | 65.2% | (12) | 3 | |||||||||||||||||||||||
| 2 | Senior Loan | 08/07/18 | 223.0 | 180.2 | 179.8 | L+3.4% | L +3.6% | Floating | 08/09/24 | Atlanta, GA | Office | Light Transitional | $214 Sq ft | 61.4% | 3 | ||||||||||||||||||||||||
| 3 | Senior Loan | 05/05/21 | 215.0 | 123.9 | 123.3 | L+3.9% | L +4.1% | Floating | 05/09/26 | Daly City, CA | Life Science | Moderate Transitional | $545 Sq ft | 63.1% | 3 | ||||||||||||||||||||||||
| 4 | Senior Loan | 12/19/18 | 210.0 | 189.7 | 189.7 | L+3.6% | L +4.0% | Floating | 01/09/24 | Detroit, MI | Office | Moderate Transitional | $217 Sq ft | 59.8% | 2 | ||||||||||||||||||||||||
| 5 | Senior Loan | 09/18/19 | 190.0 | (11) | 188.1 | 188.1 | L+2.9% | L +3.2% | Floating | 03/09/23 | New York, NY | Office | Moderate Transitional | $859 Sq ft | 65.2% | 3 | |||||||||||||||||||||||
| 6 | Senior Loan | 07/20/21 | 188.0 | 187.0 | 187.0 | L+3.4% | L +3.6% | Floating | 08/09/26 | Various, NJ | Multifamily | Bridge | $151,369 Unit | 71.3% | 3 | ||||||||||||||||||||||||
| 7 | Senior Loan | 06/28/18 | 188.0 | 183.8 | 183.8 | L+3.7% | L +4.0% | Floating | 03/09/22 | Philadelphia, PA | Office | Bridge | $176 Sq ft | 73.6% | 4 | ||||||||||||||||||||||||
| 8 | Senior Loan | 09/29/17 | 173.3 | 168.4 | 168.4 | L+4.3% | L +4.7% | Floating | 10/09/22 | Philadelphia, PA | Office | Moderate Transitional | $213 Sq ft | 72.2% | 2 | ||||||||||||||||||||||||
| 9 | Senior Loan | 10/12/17 | 165.0 | 165.0 | 165.0 | L+4.5% | L +4.8% | Floating | 11/09/22 | Charlotte, NC | Hotel | Bridge | $235,714 Unit | 65.5% | 4 | ||||||||||||||||||||||||
| 10 | Senior Loan | 05/15/19 | 143.0 | 133.7 | 133.7 | L+2.6% | L +2.9% | Floating | 05/09/24 | New York, NY | Mixed-Use | Moderate Transitional | $1,741 Sq ft | 61.0% | 3 | ||||||||||||||||||||||||
| 11 | Senior Loan | 05/07/21 | 122.5 | 118.0 | 118.0 | L+2.9% | L +3.1% | Floating | 05/09/26 | Towson, MD | Multifamily | Bridge | $147,947 Unit | 70.2% | 3 | ||||||||||||||||||||||||
| 12 | Senior Loan | 06/14/21 | 114.0 | 86.0 | 86.0 | L+3.1% | L +3.4% | Floating | 07/09/26 | Hayward, CA | Life Science | Moderate Transitional | $308 Sq ft | 49.7% | 3 | ||||||||||||||||||||||||
| 13 | Senior Loan | 11/26/19 | 113.0 | 113.7 | 113.7 | L+3.0% | L +3.3% | Floating | 12/09/24 | Burbank, CA | Hotel | Bridge | $231,557 Unit | 70.4% | 4 | ||||||||||||||||||||||||
| 14 | Senior Loan | 12/20/18 | 105.9 | 100.1 | 100.1 | L+3.3% | L +3.4% | Floating | 01/09/24 | Torrance, CA | Mixed-Use | Moderate Transitional | $254 Sq ft | 61.1% | 3 | ||||||||||||||||||||||||
| 15 | Senior Loan | 12/18/19 | 101.0 | 84.7 | 84.7 | L+2.6% | L +2.8% | Floating | 01/09/25 | Arlington, VA | Office | Light Transitional | $319 Sq ft | 71.1% | 3 | ||||||||||||||||||||||||
| 16 | Senior Loan | 12/09/21 | 96.0 | 85.6 | 84.7 | L+3.8% | L +4.0% | Floating | 12/09/26 | Los Angeles, CA | Multifamily | Light Transitional | $213,808 Unit | 78.1% | 3 | ||||||||||||||||||||||||
| 17 | Senior Loan | 10/27/21 | 92.2 | 76.0 | 76.0 | L+3.3% | L +3.8% | Floating | 11/09/26 | Nashville, TN | Multifamily | Light Transitional | $143,984 Unit | 73.2% | 3 | ||||||||||||||||||||||||
| 18 | Senior Loan | 06/29/21 | 90.0 | 83.3 | 83.3 | L+3.0% | L +3.2% | Floating | 07/09/26 | Columbus, OH | Multifamily | Light Transitional | $109,756 Unit | 79.0% | 3 | ||||||||||||||||||||||||
| 19 | Senior Loan | 08/28/19 | 90.0 | 82.8 | 82.5 | L+3.1% | L +3.3% | Floating | 09/09/24 | San Diego, CA | Life Science | Moderate Transitional | $382 Sq ft | 67.7% | 2 | ||||||||||||||||||||||||
| 20 | Senior Loan | 09/29/17 | 89.5 | 89.2 | 89.2 | L+3.9% | L +4.2% | Floating | 10/09/22 | Dallas, TX | Office | Moderate Transitional | $106 Sq ft | 50.7% | 3 | ||||||||||||||||||||||||
| 21 | Senior Loan | 03/27/19 | 88.2 | 88.5 | 88.4 | L+3.5% | L +3.8% | Floating | 04/09/24 | Aurora, IL | Multifamily | Bridge | $211,394 Unit | 74.8% | 3 | ||||||||||||||||||||||||
| 22 | Senior Loan | 09/25/20 | 87.9 | 78.0 | 78.0 | L+3.0% | L +3.1% | Floating | 04/09/25 | Brooklyn, NY | Office | Light Transitional | $198 Sq ft | 78.4% | 4 | ||||||||||||||||||||||||
| 23 | Senior Loan | 02/01/17 | 80.7 | 80.7 | 80.7 | L+4.7% | L +5.0% | Floating | 02/09/23 | St. Pete Beach, FL | Hotel | Light Transitional | $211,257 Unit | 60.7% | 3 | ||||||||||||||||||||||||
| 24 | Senior Loan | 11/30/21 | 80.0 | 75.2 | 74.4 | L+3.5% | L +3.8% | Floating | 12/09/26 | Arlington Heights, IL | Multifamily | Bridge | $304,183 Unit | 70.9% | 3 | ||||||||||||||||||||||||
| 25 | Senior Loan | 08/08/19 | 76.5 | 63.0 | 63.0 | L+3.0% | L +3.2% | Floating | 08/09/24 | Orange, CA | Office | Moderate Transitional | $225 Sq ft | 64.2% | 3 | ||||||||||||||||||||||||
| 26 | Senior Loan | 12/10/19 | 75.8 | 59.9 | 59.9 | L+2.6% | L +2.8% | Floating | 12/09/24 | San Mateo, CA | Office | Moderate Transitional | $368 Sq ft | 65.8% | 3 | ||||||||||||||||||||||||
| 27 | Senior Loan | 10/12/21 | 74.0 | 70.0 | 70.0 | L+5.3% | L +5.9% | Floating | 11/09/25 | Los Angeles, CA | Hotel | Bridge | $250,847 Unit | 60.9% | 3 | ||||||||||||||||||||||||
| 28 | Senior Loan | 09/30/21 | 69.0 | 54.0 | 54.0 | L+3.7% | L +4.0% | Floating | 10/09/26 | Tampa, FL | Multifamily | Moderate Transitional | $221,154 Unit | 64.2% | 3 | ||||||||||||||||||||||||
| 29 | Senior Loan | 11/30/21 | 65.6 | 52.4 | 51.8 | L+3.4% | L +3.7% | Floating | 12/09/26 | St. Louis, MO | Multifamily | Moderate Transitional | $158,838 Unit | 69.3% | 3 | ||||||||||||||||||||||||
| 30 | Senior Loan | 07/16/21 | 65.2 | 60.0 | 59.5 | L+3.7% | L +3.9% | Floating | 08/09/26 | Tampa, FL | Multifamily | Bridge | $264,837 Unit | 87.6% | 3 | ||||||||||||||||||||||||
| 31 | Senior Loan | 06/28/19 | 63.9 | 59.1 | 59.1 | L+2.5% | L +2.7% | Floating | 07/09/24 | Burlington, CA | Office | Light Transitional | $327 Sq ft | 70.9% | 3 | ||||||||||||||||||||||||
| 32 | Senior Loan | 11/08/19 | 62.1 | 62.1 | 62.1 | L+3.9% | L +4.3% | Floating | 02/09/22 | Boston, MA | Mixed-Use | Light Transitional | $597 Sq ft | 38.4% | 3 | ||||||||||||||||||||||||
| 33 | Senior Loan | 06/25/19 | 62.0 | 62.0 | 62.0 | L+3.1% | L +3.3% | Floating | 07/09/24 | Calistoga, CA | Hotel | Moderate Transitional | $696,629 Unit | 48.6% | 3 | ||||||||||||||||||||||||
| 34 | Senior Loan | 12/29/21 | 60.6 | 55.0 | 54.4 | L+3.3% | L +3.6% | Floating | 01/09/27 | Rogers, AR | Multifamily | Bridge | $153,125 Unit | 75.9% | 3 |
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| Loan # | Form of investment | Origination / acquisition date(2) | Total loan | Principal balance | Amortized cost(3) | Credit spread(4) | All-in yield(5) | Fixed / floating | Extended maturity(6) | City / state | Property type | Loan type | Loan per SQFT / unit | LTV(7) | Risk rating(8) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 35 | Senior Loan | 01/08/19 | 59.7 | 44.9 | 44.9 | L+3.8% | L +4.1% | Floating | 02/09/24 | Kansas City, MO | Office | Moderate Transitional | $91 Sq ft | 74.3% | 3 | ||||||||||||||||||||||||
| 36 | Senior Loan | 12/18/19 | 58.8 | 57.2 | 57.0 | L+2.7% | L +3.0% | Floating | 01/09/25 | Houston, TX | Multifamily | Light Transitional | $80,109 Unit | 73.6% | 3 | ||||||||||||||||||||||||
| 37 | Senior Loan | 06/20/18 | 55.7 | 55.7 | 55.7 | L+3.0% | L +3.3% | Floating | 07/09/23 | Houston, TX | Office | Light Transitional | $148 Sq ft | 74.9% | 3 | ||||||||||||||||||||||||
| 38 | Senior Loan | 03/12/20 | 55.0 | 50.3 | 50.1 | L+2.7% | L +2.9% | Floating | 03/09/25 | Round Rock, TX | Multifamily | Light Transitional | $133,820 Unit | 75.4% | 3 | ||||||||||||||||||||||||
| 39 | Senior Loan | 01/22/19 | 54.0 | 54.0 | 54.0 | L+3.9% | L +4.1% | Floating | 02/09/23 | Manhattan, NY | Office | Light Transitional | $441 Sq ft | 61.1% | 3 | ||||||||||||||||||||||||
| 40 | Senior Loan | 01/23/18 | 53.5 | 52.9 | 52.9 | L+3.4% | L +3.6% | Floating | 02/09/23 | Walnut Creek, CA | Office | Bridge | $119 Sq ft | 66.9% | 2 | ||||||||||||||||||||||||
| 41 | Senior Loan | 10/10/19 | 52.9 | 50.0 | 49.8 | L+2.8% | L +3.1% | Floating | 11/09/24 | Miami, FL | Office | Light Transitional | $214 Sq ft | 69.5% | 3 | ||||||||||||||||||||||||
| 42 | Senior Loan | 12/17/21 | 52.1 | 46.9 | 46.9 | L+3.7% | L +4.1% | Floating | 01/09/27 | Newport News, VA | Multifamily | Light Transitional | $135,677 Unit | 67.3% | 3 | ||||||||||||||||||||||||
| 43 | Senior Loan | 10/27/21 | 51.9 | 41.4 | 40.9 | L+3.4% | L +3.6% | Floating | 11/09/26 | Longmont, CO | Office | Moderate Transitional | $149 Sq ft | 70.6% | 3 | ||||||||||||||||||||||||
| 44 | Senior Loan | 06/03/21 | (13) | 51.4 | 47.5 | 47.0 | L+4.7% | L +4.8% | Floating | 06/09/26 | Durham, NC | Multifamily | Bridge | $102,787 Unit | 86.3% | 3 | |||||||||||||||||||||||
| 45 | Senior Loan | 12/20/17 | 51.0 | 51.5 | 51.5 | L+4.0% | L +4.3% | Floating | 01/09/23 | New Orleans, LA | Hotel | Bridge | $217,949 Unit | 59.9% | 4 | ||||||||||||||||||||||||
| 46 | Senior Loan | 08/26/21 | 51.0 | 25.3 | 24.9 | L+4.1% | L +4.4% | Floating | 09/09/26 | San Diego, CA | Life Science | Moderate Transitional | $630 Sq ft | 72.1% | 3 | ||||||||||||||||||||||||
| 47 | Senior Loan | 03/12/20 | 50.0 | 45.7 | 45.5 | L+2.7% | L +2.9% | Floating | 03/09/25 | Round Rock, TX | Multifamily | Light Transitional | $137,049 Unit | 75.6% | 3 | ||||||||||||||||||||||||
| 48 | Senior Loan | 06/02/21 | 48.6 | 42.5 | 42.1 | L+3.8% | L +4.0% | Floating | 06/09/26 | Fort Lauderdale, FL | Office | Light Transitional | $187 Sq ft | 71.0% | 3 | ||||||||||||||||||||||||
| 49 | Senior Loan | 04/06/21 | 47.0 | 45.9 | 45.7 | L+3.7% | L +4.0% | Floating | 04/09/26 | St. Petersburg, FL | Multifamily | Bridge | $222,749 Unit | 74.8% | 3 | ||||||||||||||||||||||||
| 50 | Senior Loan | 09/30/21 | 45.9 | 45.9 | 45.5 | L+3.3% | L +3.6% | Floating | 10/09/26 | San Antonio, TX | Multifamily | Bridge | $136,488 Unit | 64.1% | 3 | ||||||||||||||||||||||||
| 51 | Senior Loan | 03/17/21 | 45.4 | 40.7 | 40.3 | L+3.3% | L +3.6% | Floating | 04/09/26 | Indianapolis, IN | Multifamily | Light Transitional | $62,209 Unit | 63.7% | 3 | ||||||||||||||||||||||||
| 52 | Senior Loan | 12/21/21 | 45.0 | 40.8 | 40.8 | L+3.7% | L +4.1% | Floating | 01/09/27 | Knoxville, TN | Multifamily | Bridge | $119,681 Unit | 84.9% | 3 | ||||||||||||||||||||||||
| 53 | Senior Loan | 03/30/18 | 43.6 | 41.6 | 41.6 | L+3.7% | L +3.9% | Floating | 04/09/23 | Honolulu, HI | Office | Light Transitional | $151 Sq ft | 57.9% | 3 | ||||||||||||||||||||||||
| 54 | Senior Loan | 01/28/19 | 40.3 | 40.3 | 40.2 | L+3.0% | L +3.2% | Floating | 02/09/24 | Dallas, TX | Office | Light Transitional | $208 Sq ft | 64.3% | 3 | ||||||||||||||||||||||||
| 55 | Senior Loan | 03/07/19 | 39.2 | 40.4 | 40.4 | L+3.8% | L +4.2% | Floating | 03/09/24 | Lexington, KY | Hotel | Moderate Transitional | $107,221 Unit | 61.6% | 4 | ||||||||||||||||||||||||
| 56 | Senior Loan | 03/11/19 | 39.0 | 39.3 | 39.3 | L+3.4% | L +3.6% | Floating | 04/09/24 | Miami Beach, FL | Hotel | Bridge | $295,455 Unit | 59.3% | 3 | ||||||||||||||||||||||||
| 57 | Senior Loan | 07/15/21 | 39.0 | 39.0 | 38.7 | L+3.5% | L +4.0% | Floating | 08/09/26 | Chicago, IL | Multifamily | Bridge | $261,745 Unit | 78.8% | 3 | ||||||||||||||||||||||||
| 58 | Senior Loan | 06/03/21 | 36.4 | 33.9 | 33.6 | L+3.6% | L +3.8% | Floating | 06/09/26 | Riverside, CA | Mixed-Use | Bridge | $103 Sq ft | 62.2% | 2 | ||||||||||||||||||||||||
| 59 | Senior Loan | 01/04/18 | 35.2 | 30.3 | 30.3 | L+3.4% | L +3.7% | Floating | 01/09/23 | Santa Ana, CA | Office | Light Transitional | $178 Sq ft | 71.8% | 3 | ||||||||||||||||||||||||
| 60 | Senior Loan | 08/11/21 | 34.5 | 31.4 | 31.2 | L+3.6% | L +3.9% | Floating | 09/09/26 | Mesa, AZ | Multifamily | Bridge | $176,020 Unit | 78.5% | 3 | ||||||||||||||||||||||||
| 61 | Senior Loan | 05/27/18 | 33.0 | 23.0 | 23.0 | L+3.7% | L +3.9% | Floating | 06/09/23 | Woodland Hills, CA | Retail | Bridge | $498 Sq ft | 63.6% | 5 | ||||||||||||||||||||||||
| 62 | Senior Loan | 05/14/21 | 27.6 | 22.1 | 21.9 | L+3.2% | L +3.5% | Floating | 06/09/26 | Pensacola, FL | Multifamily | Moderate Transitional | $137,752 Unit | 72.8% | 3 | ||||||||||||||||||||||||
| 63 | Senior Loan | 09/13/19 | 26.7 | 26.3 | 26.3 | L+2.8% | L +3.0% | Floating | 10/09/24 | Austin, TX | Multifamily | Bridge | $135,051 Unit | 77.5% | 3 | ||||||||||||||||||||||||
| 64 | Senior Loan | 10/27/21 | 24.6 | 12.7 | 12.4 | L+5.5% | L +5.7% | Floating | 11/09/26 | San Diego, CA | Life Science | Moderate Transitional | $872 Sq ft | 75.8% | 3 | ||||||||||||||||||||||||
| 65 | Senior Loan | 10/19/16 | 7.2 | 7.2 | 7.2 | L+5.1% | L +5.4% | Floating | 05/09/22 | Manhattan, NY | Condominium | Moderate Transitional | $456 Sq ft | 49.8% | 3 | ||||||||||||||||||||||||
| 66 | Senior Loan | 10/19/16 | 5.4 | 5.4 | 5.4 | L+5.1% | L +5.4% | Floating | 05/09/22 | Manhattan, NY | Condominium | Moderate Transitional | $490 Sq ft | 43.3% | 3 | ||||||||||||||||||||||||
| 67 | Senior Loan | 10/19/16 | 3.3 | 3.3 | 3.3 | L+5.1% | L +5.4% | Floating | 05/09/22 | Manhattan, NY | Condominium | Moderate Transitional | $649 Sq ft | 40.7% | 3 | ||||||||||||||||||||||||
| 68 | Senior Loan | 10/19/16 | 1.3 | 1.3 | 1.3 | L+5.1% | L +5.4% | Floating | 05/09/22 | Manhattan, NY | Condominium | Moderate Transitional | $387 Sq ft | 46.6% | 3 | ||||||||||||||||||||||||
| Subtotal / Weighted Average | 5,376.9 | 4,884.3 | 4,874.2 | L +3.3% | (9) | L +3.6% | 2.8 yrs | 67.3% | 3 | ||||||||||||||||||||||||||||||
| Mezzanine Loans | |||||||||||||||||||||||||||||||||||||||
| 1 | Mezzanine Loan | 06/28/19 | 35.0 | 35.0 | 35.0 | L+10.3% | L +10.8% | 3.7 | 06/28/25 | Napa, CA | Hotel | Construction | $818,195 Unit | 41.0% | (10) | 3 | |||||||||||||||||||||||
| Subtotal / Weighted Average | 35.0 | 35.0 | 35.0 | L +10.3% | L +10.8% | 3.5 yrs | 41.0% | 3 | |||||||||||||||||||||||||||||||
| Total / Weighted Average | 5,411.9 | 4,919.3 | 4,909.2 | L +3.4% | L +3.7% | 2.8 yrs | 67.1% | 3 |
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| (1) | First mortgage loans are whole mortgage loans unless otherwise noted. Loans numbered 65, 66, 67, and 68 represent 24% pari passu participation interests in whole mortgage loans. |
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| (2) | Date loan was originated or acquired by us, which date has not been updated for subsequent loan modifications. |
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| (3) | Represents unpaid principal balance net of unamortized costs. |
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| (4) | Represents the formula pursuant to which our right to receive a cash coupon on a loan is determined. |
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| (5) | In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, loan origination costs and accrual of both extension and exit fees. All-in yield for the total portfolio assumes the applicable floating benchmark rate as of December 31, 2021 for weighted average calculations. |
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| (6) | Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of December 31, 2021, based on unpaid principal balance, 35.0% of our loans were subject to yield maintenance or other prepayment restrictions and 65.0% were open to repayment by the borrower without penalty. |
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| (7) | Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest. For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan. The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager. |
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| (8) | For a discussion of risk ratings, please see Notes 2 and 3 to our consolidated financial statements included in this Form 10-K. |
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| (9) | Represents the weighted average of the credit spread as of December 31, 2021 for the loans, all of which are floating rate. |
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| (10) | Reflects the total loan amount, including non-consolidated senior interest, allocable to the property’s 135 hotel rooms. Excludes other improvements planned for the remainder of the project site. |
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| (11) | This loan is comprised of a first mortgage loan of $101.0 million and a contiguous mezzanine loan of $89.0 million, of which we own both. Each loan carries the same interest rate. |
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| (12) | Calculated as the ratio of unpaid principal balance as of December 31, 2021 to the as-is appraised value at origination, to reflect the sale by us in August 2020 of the contiguous mezzanine loan with an unpaid principal balance of $46.4 million and a commitment amount of $50.0 million. |
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| (13) | On June 3, 2021, we originated a loan with a total loan commitment of $51.4 million. This loan is comprised of a first mortgage loan of $46.3 million and a contiguous mezzanine loan of $5.1 million, of which we own both. The interest rate on the first mortgage loan is 3.9% and the interest rate on the contiguous mezzanine loan is 12.0%. The weighted average interest rate is 4.7%. |
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