UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 001-35517
ARES COMMERCIAL REAL ESTATE CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland |
|
45-3148087 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification Number) |
245 Park Avenue, 42nd Floor, New York, NY 10167
(Address of principal executive offices) (Zip Code)
(212) 750-7300
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
|
Accelerated filer x |
|
|
|
Non-accelerated filer o |
|
Smaller reporting company o |
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class |
|
Outstanding at May 3, 2016 |
Common stock, $0.01 par value |
|
28,478,457 |
ARES COMMERCIAL REAL ESTATE CORPORATION
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
(in thousands, except share and per share data)
|
|
As of |
| ||||
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||
|
|
(unaudited) |
|
|
| ||
ASSETS |
|
|
|
|
| ||
Cash and cash equivalents ($2 and $8 related to consolidated VIEs, respectively) |
|
$ |
6,164 |
|
$ |
8,995 |
|
Restricted cash |
|
25,632 |
|
30,380 |
| ||
Loans held for investment ($424,555 and $483,572 related to consolidated VIEs, respectively) |
|
1,209,800 |
|
1,174,391 |
| ||
Loans held for sale, at fair value |
|
58,171 |
|
30,612 |
| ||
Mortgage servicing rights, at fair value |
|
60,978 |
|
61,800 |
| ||
Other assets ($2,256 and $2,695 of interest receivable related to consolidated VIEs, respectively; $25,411 and $35,607 of other receivables related to consolidated VIEs, respectively) |
|
61,370 |
|
72,804 |
| ||
Total assets |
|
$ |
1,422,115 |
|
$ |
1,378,982 |
|
LIABILITIES AND EQUITY |
|
|
|
|
| ||
LIABILITIES |
|
|
|
|
| ||
Secured funding agreements |
|
$ |
615,397 |
|
$ |
522,775 |
|
Warehouse lines of credit |
|
49,578 |
|
24,806 |
| ||
Secured term loan |
|
69,978 |
|
69,762 |
| ||
Commercial mortgage-backed securitization debt (consolidated VIE) |
|
28,406 |
|
61,815 |
| ||
Collateralized loan obligation securitization debt (consolidated VIE) |
|
156,959 |
|
192,528 |
| ||
Allowance for loss sharing |
|
8,741 |
|
8,969 |
| ||
Due to affiliate |
|
2,671 |
|
2,658 |
| ||
Dividends payable |
|
7,429 |
|
7,152 |
| ||
Other liabilities ($232 and $299 of interest payable related to consolidated VIEs, respectively) |
|
28,955 |
|
32,029 |
| ||
Total liabilities |
|
968,114 |
|
922,494 |
| ||
Commitments and contingencies (Note 7) |
|
|
|
|
| ||
EQUITY |
|
|
|
|
| ||
Common stock, par value $0.01 per share, 450,000,000 shares authorized at March 31, 2016 and December 31, 2015, 28,573,519 and 28,609,650 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively |
|
284 |
|
284 |
| ||
Additional paid-in capital |
|
420,983 |
|
421,179 |
| ||
Accumulated deficit |
|
(14,285 |
) |
(11,992 |
) | ||
Total stockholders equity |
|
406,982 |
|
409,471 |
| ||
Non-controlling interests in consolidated VIEs |
|
47,019 |
|
47,017 |
| ||
Total equity |
|
454,001 |
|
456,488 |
| ||
Total liabilities and equity |
|
$ |
1,422,115 |
|
$ |
1,378,982 |
|
See accompanying notes to consolidated financial statements.
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
|
|
For the three months ended March 31, |
| ||||
|
|
2016 |
|
2015 |
| ||
|
|
(unaudited) |
|
(unaudited) |
| ||
Net interest margin: |
|
|
|
|
| ||
Interest income from loans held for investment |
|
$ |
18,750 |
|
$ |
23,170 |
|
Interest expense |
|
(8,525 |
) |
(10,178 |
) | ||
Net interest margin |
|
10,225 |
|
12,992 |
| ||
Mortgage banking revenue: |
|
|
|
|
| ||
Servicing fees, net |
|
4,042 |
|
3,916 |
| ||
Gains from mortgage banking activities |
|
2,359 |
|
4,144 |
| ||
Provision for loss sharing |
|
228 |
|
566 |
| ||
Change in fair value of mortgage servicing rights |
|
(1,848 |
) |
(3,181 |
) | ||
Mortgage banking revenue |
|
4,781 |
|
5,445 |
| ||
Total revenue |
|
15,006 |
|
18,437 |
| ||
Expenses: |
|
|
|
|
| ||
Management fees to affiliate |
|
1,499 |
|
1,476 |
| ||
Professional fees |
|
699 |
|
775 |
| ||
Compensation and benefits |
|
4,284 |
|
4,637 |
| ||
General and administrative expenses |
|
1,819 |
|
1,831 |
| ||
General and administrative expenses reimbursed to affiliate |
|
1,028 |
|
1,065 |
| ||
Total expenses |
|
9,329 |
|
9,784 |
| ||
Income before income taxes |
|
5,677 |
|
8,653 |
| ||
Income tax expense (benefit) |
|
(748 |
) |
(642 |
) | ||
Net income attributable to ACRE |
|
6,425 |
|
9,295 |
| ||
Less: Net income attributable to non-controlling interests |
|
(1,289 |
) |
(2,233 |
) | ||
Net income attributable to common stockholders |
|
$ |
5,136 |
|
$ |
7,062 |
|
Net income per common share: |
|
|
|
|
| ||
Basic earnings per common share |
|
$ |
0.18 |
|
$ |
0.25 |
|
Diluted earnings per common share |
|
$ |
0.18 |
|
$ |
0.25 |
|
Weighted average number of common shares outstanding: |
|
|
|
|
| ||
Basic weighted average shares of common stock outstanding |
|
28,529,328 |
|
28,484,293 |
| ||
Diluted weighted average shares of common stock outstanding |
|
28,602,054 |
|
28,584,784 |
| ||
Dividends declared per share of common stock |
|
$ |
0.26 |
|
$ |
0.25 |
|
See accompanying notes to consolidated financial statements.
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(in thousands, except share and per share data)
|
|
|
|
|
|
Additional |
|
|
|
Total |
|
Non- |
|
|
| ||||||
|
|
Common Stock |
|
Paid-in |
|
Accumulated |
|
Stockholders |
|
Controlling |
|
Total |
| ||||||||
|
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
Equity |
|
Interests |
|
Equity |
| ||||||
Balance at December 31, 2015 |
|
28,609,650 |
|
$ |
284 |
|
$ |
421,179 |
|
$ |
(11,992 |
) |
$ |
409,471 |
|
$ |
47,017 |
|
$ |
456,488 |
|
Stock-based compensation |
|
(1,277 |
) |
|
|
162 |
|
|
|
162 |
|
|
|
162 |
| ||||||
Repurchase and retirement of common stock |
|
(34,854 |
) |
|
|
(358 |
) |
|
|
(358 |
) |
|
|
(358 |
) | ||||||
Net income |
|
|
|
|
|
|
|
5,136 |
|
5,136 |
|
1,289 |
|
6,425 |
| ||||||
Dividends declared |
|
|
|
|
|
|
|
(7,429 |
) |
(7,429 |
) |
|
|
(7,429 |
) | ||||||
Contributions from non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
2 |
| ||||||
Distributions to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
(1,289 |
) |
(1,289 |
) | ||||||
Balance at March 31, 2016 |
|
28,573,519 |
|
$ |
284 |
|
$ |
420,983 |
|
$ |
(14,285 |
) |
$ |
406,982 |
|
$ |
47,019 |
|
$ |
454,001 |
|
See accompanying notes to consolidated financial statements.
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
For the three months ended March 31, |
| ||||
|
|
2016 |
|
2015 |
| ||
|
|
(unaudited) |
|
(unaudited) |
| ||
Operating activities: |
|
|
|
|
| ||
Net income |
|
$ |
6,425 |
|
$ |
9,295 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
| ||
Amortization of deferred financing costs |
|
1,534 |
|
3,158 |
| ||
Change in mortgage banking activities |
|
277 |
|
(1,194 |
) | ||
Change in fair value of mortgage servicing rights |
|
1,848 |
|
3,181 |
| ||
Accretion of deferred loan origination fees and costs |
|
(953 |
) |
(1,525 |
) | ||
Provision for loss sharing |
|
(228 |
) |
(566 |
) | ||
Originations of mortgage loans held for sale |
|
(169,886 |
) |
(162,175 |
) | ||
Sale of mortgage loans held for sale to third parties |
|
145,114 |
|
216,394 |
| ||
Stock-based compensation |
|
162 |
|
199 |
| ||
Depreciation expense |
|
55 |
|
54 |
| ||
Deferred tax benefit |
|
(477 |
) |
(15 |
) | ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Restricted cash |
|
2,687 |
|
38,680 |
| ||
Other assets |
|
36,696 |
|
18,217 |
| ||
Due to affiliate |
|
13 |
|
28 |
| ||
Other liabilities |
|
(5,459 |
) |
1,823 |
| ||
Net cash provided by (used in) operating activities |
|
17,808 |
|
125,554 |
| ||
Investing activities: |
|
|
|
|
| ||
Issuance of and fundings on loans held for investment |
|
(108,054 |
) |
(58,669 |
) | ||
Principal repayment of loans held for investment |
|
47,850 |
|
218,094 |
| ||
Receipt of origination fees |
|
680 |
|
398 |
| ||
Purchases of other assets |
|
(339 |
) |
(56 |
) | ||
Net cash provided by (used in) investing activities |
|
(59,863 |
) |
159,767 |
| ||
Financing activities: |
|
|
|
|
| ||
Proceeds from secured funding agreements |
|
204,190 |
|
20,870 |
| ||
Repayments of secured funding agreements |
|
(111,568 |
) |
(69,324 |
) | ||
Payment of secured funding costs |
|
(161 |
) |
(248 |
) | ||
Repayments of debt of consolidated VIEs |
|
(69,212 |
) |
(187,463 |
) | ||
Proceeds from warehouse lines of credit |
|
191,226 |
|
175,689 |
| ||
Repayments of warehouse lines of credit |
|
(166,454 |
) |
(229,165 |
) | ||
Repurchase of common stock |
|
(358 |
) |
|
| ||
Dividends paid |
|
(7,152 |
) |
(7,147 |
) | ||
Contributions from non-controlling interests |
|
2 |
|
5,685 |
| ||
Distributions to non-controlling interests |
|
(1,289 |
) |
(1,764 |
) | ||
Net cash provided by (used in) financing activities |
|
39,224 |
|
(292,867 |
) | ||
Change in cash and cash equivalents |
|
(2,831 |
) |
(7,546 |
) | ||
Cash and cash equivalents, beginning of period |
|
8,995 |
|
16,551 |
| ||
Cash and cash equivalents, end of period |
|
$ |
6,164 |
|
$ |
9,005 |
|
See accompanying notes to consolidated financial statements.
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2016
(in thousands, except share and per share data, percentages and as otherwise indicated)
(unaudited)
1. ORGANIZATION
Ares Commercial Real Estate Corporation (together with its consolidated subsidiaries, the Company or ACRE) is a specialty finance company that operates both as a principal lender and a mortgage banker (with respect to loans collateralized by multifamily and senior-living properties). Through Ares Commercial Real Estate Management LLC (ACREM or the Companys Manager), a Securities and Exchange Commission (SEC) registered investment adviser and a subsidiary of Ares Management L.P. (NYSE: ARES) (Ares Management), a publicly traded, leading global alternative asset manager, it has investment professionals strategically located across the United States and Europe who directly source new loan opportunities for the Company with owners, operators and sponsors of commercial real estate (CRE) properties. The Company was formed and commenced operations in late 2011. The Company is a Maryland corporation and completed its initial public offering (the IPO) in May 2012. The Company is externally managed by its Manager, pursuant to the terms of a management agreement (the Management Agreement).
In the Companys principal lending business, it is primarily focused on directly originating, managing and servicing a diversified portfolio of CRE debt-related investments for the Companys own account. The Companys target investments in its principal lending business include senior mortgage loans, subordinated debt, preferred equity, mezzanine loans and other CRE investments. These investments, which are referred to as the Companys principal lending target investments, are generally held for investment and are secured, directly or indirectly, by office, multifamily, retail, industrial, lodging, senior-living and other commercial real estate properties, or by ownership interests therein.
The Company is also engaged in the mortgage banking business through its wholly owned subsidiary, ACRE Capital LLC (ACRE Capital), which the Company believes is complementary to its principal lending business. In this business segment, the Company primarily originates, sells and services multifamily and senior-living related loans under programs offered by government-sponsored enterprises (GSEs), such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac) and by government agencies, such as the Government National Mortgage Association (Ginnie Mae) and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, HUD). ACRE Capital is approved as a Fannie Mae Delegated Underwriting and Servicing (DUS) lender, a Freddie Mac Program Plus® Seller/Servicer, a Multifamily Accelerated Processing and Section 232 LEAN lender for HUD, and a Ginnie Mae issuer. While the Company earns little interest income from these activities as it generally only holds loans for short periods, the Company receives origination fees when it closes loans and sale premiums when it sells loans. The Company also retains the rights to service the loans, which are known as mortgage servicing rights (MSRs) and receives fees for such servicing during the life of the loans, which generally last ten years or more.
The Company has elected and qualified to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2012. The Company generally will not be subject to U.S. federal income taxes on its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, to the extent that it annually distributes all of its REIT taxable income to stockholders and complies with various other requirements as a REIT.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related managements discussion and analysis of financial condition and results of operations included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC.
Refer to the Companys Annual Report on Form 10-K for a description of the Companys recurring accounting policies. The Company has included disclosure below regarding basis of presentation and other accounting policies that (i) are required to be disclosed quarterly or (ii) the Company views as critical as of the date of this report.
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with United States generally accepted accounting principles (GAAP) and include the accounts of the Company, the consolidated variable interest entities (VIEs) that the Company controls and of which the Company is the primary beneficiary, and the Companys wholly owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Companys results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated.
Interim financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. The current periods results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2016.
Variable Interest Entities
The Company evaluates all of its interests in VIEs for consolidation. When the Companys interests are determined to be variable interests, the Company assesses whether it is deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810, Consolidation, defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. The Company considers its variable interests, as well as any variable interests of its related parties in making this determination. Where both of these factors are present, the Company is deemed to be the primary beneficiary and it consolidates the VIE. Where either one of these factors is not present, the Company is not the primary beneficiary and it does not consolidate the VIE.
To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIEs economic performance, the Company considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes first, identifying the activities that most significantly impact the VIEs economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE.
To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE. This assessment requires that the Company applies judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIEs capital structure; and the reasons why the interests are held by the Company.
For VIEs of which the Company is determined to be the primary beneficiary, all of the underlying assets, liabilities, equity, revenue and expenses of the structures are consolidated into the Companys consolidated financial statements.
The Company performs an ongoing reassessment of: (1) whether any entities previously evaluated under the majority voting interest framework have become VIEs, based on certain events, and therefore are subject to the VIE consolidation framework, and (2) whether changes in the facts and circumstances regarding its involvement with a VIE cause the Companys consolidation conclusion regarding the VIE to change. See Note 15 included in these consolidated financial statements for further discussion of the Companys VIEs.
Segment Reporting
The Company has two reportable business segments: Principal Lending and Mortgage Banking. See Note 16 included in these consolidated financial statements for further discussion of the Companys reportable business segments.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. Amortization of convertible notes issuance costs and accretion of convertible notes have been reclassified into amortization of deferred financing costs in the consolidated statements of cash flows. As of March 31, 2016 and December 31, 2015, the Company no
longer presents amortization of convertible notes issuance costs and accretion of convertible notes in its consolidated statements of cash flows.
Loans Held for Investment
The Company originates CRE debt and related instruments generally to be held for investment. Loans that are held for investment are carried at cost, net of unamortized loan fees and origination costs, unless the loans are deemed impaired. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, the Company will record an allowance to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loans contractual effective rate.
Each loan classified as held for investment is evaluated for impairment on a quarterly basis. Loans are collateralized by real estate. The extent 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 could impact the expected amounts received. The Company monitors performance of its investment portfolio under the following methodology: (1) borrower review, which analyzes the borrowers ability to execute on its original business plan, reviews its financial condition, assesses pending litigation and considers its general level of responsiveness and cooperation; (2) economic review, which considers underlying collateral (i.e. leasing performance, unit sales and cash flow of the collateral and its ability to cover debt service, as well as the residual loan balance at maturity); (3) property review, which considers current environmental risks, changes in insurance costs or coverage, current site visibility, capital expenditures and market perception; and (4) market review, which analyzes the collateral from a supply and demand perspective of similar property types, as well as from a capital markets perspective. Such impairment analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, and the borrowers exit plan, among other factors.
In addition, the Company evaluates the entire portfolio to determine whether the portfolio has any impairment that requires a valuation allowance on the remainder of the loan portfolio. As of March 31, 2016 and December 31, 2015, the Company did not recognize any impairment charges with respect to its loans held for investment.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed against interest income in the period the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon managements judgment regarding the borrowers ability to make pending principal and interest payments. Non-accrual loans are restored to accrual status when past due principal and interest are paid and, in managements judgment, are likely to remain current. The Company may make exceptions to placing a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Preferred equity investments, which are subordinate to any loans but senior to common equity, are accounted for as loans held for investment and are carried at cost, net of unamortized loan fees and origination costs, unless the loans are deemed impaired, and are included within loans held for investment in the Companys consolidated balance sheets. The Company accretes or amortizes any discounts or premiums over the life of the related loan held for investment utilizing the effective interest method.
Loans Held for Sale
Through its subsidiaries, including ACRE Capital, ACRC Lender W TRS LLC (ACRC W TRS) and ACRC Lender U TRS LLC (ACRC U TRS), the Company originates mortgage loans held for sale, which are recorded at fair value and accounted for under FASB ASC Topic 860, Transfers and Servicing. The holding period for loans originated by ACRE Capital is approximately 30 days. The carrying value of the mortgage loans sold is reduced by the value allocated to the associated retained MSRs based on relative fair value at the time of the sale. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the adjusted value of the related mortgage loans sold.
Although the Company generally holds its target investments as long-term investments within its principal lending business, the Company may occasionally classify some of its investments as held for sale. Investments held for sale will be carried at fair value within loans held for sale in the Companys consolidated balance sheets, with changes in fair value recorded through earnings. The fees received are deferred and recognized as part of the gain or loss on sale. As of March 31, 2016 and December 31, 2015, the Company did not have any loans held for sale in its principal lending business.
Mortgage Servicing Rights
When a mortgage loan is sold, ACRE Capital retains the right to service the loan and recognizes the MSR at fair value. The initial fair value represents expected net cash flows from servicing, as well as interest earnings on escrows and interim cash balances, borrower prepayment penalties, delinquency rates, late charges along with ancillary fees that are discounted at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the underlying loan. After initial recognition, changes in the MSR fair value are included within change in fair value of mortgage servicing rights in the Companys consolidated statements of operations for the period in which the change occurs.
Allowance for Loss Sharing
When a loan is sold under the Fannie Mae DUS program, ACRE Capital undertakes an obligation to partially guarantee the performance of the loan. The date ACRE Capital commits to make a loan to a borrower, a liability for the fair value of the obligation undertaken in issuing the guarantee is recognized. Subsequent to the initial commitment date, the Company monitors the performance of each loan for events or circumstances which may signal an additional liability to be recognized if there is a probable and estimable loss. The initial fair value of the guarantee is estimated by examining historical loss share experienced in the ACRE Capital Fannie Mae DUS portfolio over the most recent ten-year period. The initial fair value of the guarantee is included within the provision for loss sharing in the Companys consolidated statements of operations. These historical loss shares serve as a basis to derive a loss share rate which is then applied to the current ACRE Capital DUS portfolio (net of specifically identified impaired loans that are subject to a separate loss share reserve analysis).
Revenue Recognition
Interest income from loans held for investment is accrued based on the outstanding principal amount and the contractual terms of each loan. For loans held for investment, origination fees, contractual exit fees and direct loan origination costs are also recognized in interest income from loans held for investment over the initial loan term as a yield adjustment using the effective interest method.
A reconciliation of the Companys interest income from loans held for investment, excluding non-controlling interests, to the Companys interest income from loans held for investment as included within its consolidated statements of operations is as follows ($ in thousands):
|
|
For the three months ended March 31, |
| ||||
|
|
2016 |
|
2015 |
| ||
Interest income from loans held for investment, excluding non-controlling interests |
|
$ |
17,461 |
|
$ |
20,927 |
|
Interest income from non-controlling interest investment held by third parties |
|
1,289 |
|
2,243 |
| ||
Interest income from loans held for investment |
|
$ |
18,750 |
|
$ |
23,170 |
|
Servicing fees are earned for servicing mortgage loans, including all activities related to servicing the loans, and are recognized as services are provided over the life of the related mortgage loan. Also included in servicing fees are the net fees earned on borrower prepayment penalties and interest earned on borrowers escrow payments and interim cash balances, along with other ancillary fees and reduced by write-offs of MSRs for loans that are prepaid, changes in the fair value of the servicing fee payable (defined below) and interest expense related to escrow accounts. ACRE Capital provides additional payments to certain personnel by providing them with a percentage of the servicing fee revenue that is earned by ACRE Capital, which is initially recorded as a liability when ACRE Capital commits to make a loan to a borrower (the servicing fee payable).
Gains from mortgage banking activities includes the initial fair value of MSRs, loan origination fees, gain on the sale of loans originated, interest income and fees earned on loans held for sale, changes to the fair value of derivative financial instruments attributable to the loan commitments and forward sale commitments and reduced by the expense related to the initial fair value of the servicing fee payable and the interest expense related to the Warehouse Lines of Credit (as defined in Note 5 included in these consolidated financial statements). The initial fair value of MSRs, loan origination fees, gain on the sale of loans originated, certain direct loan origination costs for loans held for sale and the expenses related to the initial fair value of the servicing fee payable are recognized when ACRE Capital commits to make a loan to a borrower. When the Company settles a sale agreement and transfers the mortgage loan to the buyer, the Company recognizes a MSR asset equal to the present value of the expected net cash flows associated with the servicing of loans sold.
Net Interest Margin and Interest Expense
Net interest margin within the consolidated statements of operations is a measure that is specific to the Companys principal lending business and serves to measure the performance of the Principal Lending segments loans held for investment as compared to its use of debt leverage. The Company includes interest income from its loans held for investment and interest
expense related to its Secured Funding Agreements, securitizations debt, the Secured Term Loan and the 2015 Convertible Notes (individually defined in Note 5 included in these consolidated financial statements) in net interest margin. For the three months ended March 31, 2016 and 2015, interest expense is comprised of the following ($ in thousands):
|
|
For the three months ended March 31, |
| ||||
|
|
2016 |
|
2015 |
| ||
Secured funding agreements and securitizations debt |
|
$ |
6,768 |
|
$ |
8,589 |
|
Secured term loan |
|
1,757 |
|
|
| ||
Convertible notes |
|
|
|
1,589 |
| ||
Interest expense |
|
$ |
8,525 |
|
$ |
10,178 |
|
Comprehensive Income
For the three months ended March 31, 2016 and 2015, comprehensive income equaled net income; therefore, a separate consolidated statement of comprehensive income is not included in the accompanying consolidated financial statements.
Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations, which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases. The amendments in ASU No. 2016-02 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU No. 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In February 2015, the FASB issued ASU No. 2015-02, Consolidation: Amendments to the Consolidation Analysis (Topic 810). The guidance in this ASU includes amendments to Topic 810, Consolidation. The new guidance modified the consolidation analysis for limited and general partnerships and similar type entities, as well as variable interests in a VIE, particularly those that have fee arrangements and related party relationships. Additionally, it provides a scope exception to the consolidation guidance for certain entities. The amendments in ASU No. 2015-02 are effective for annual reporting periods beginning after December 15, 2015. There was no impact of adopting this ASU on the Companys consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The new guidance modified the requirements for reporting debt issuance costs. Under the amendments in ASU No. 2015-03, debt issuance costs related to a recognized debt liability are no longer recorded as a separate asset, but are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by ASU No. 2015-03. In addition, in August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30). The
additional guidance reiterates that the SEC would not object to an entity deferring and presenting debt issuance costs related to a line of credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings. ASU No. 2015-03 and ASU No. 2015-15 are required to be applied retrospectively for periods beginning after December 15, 2015. The Company early adopted this guidance retrospectively during the fourth quarter of 2015.
3. LOANS HELD FOR INVESTMENT
As of March 31, 2016, the Company had originated or co-originated 38 loans held for investment, excluding 27 loans that were repaid or sold since inception. The aggregate originated commitment under these loans at closing was approximately $1.3 billion and outstanding principal was $1.2 billion, excluding non-controlling interests held by third parties, as of March 31, 2016. During the three months ended March 31, 2016, the Company funded approximately $109.2 million of outstanding principal and received repayments of $73.3 million of outstanding principal, excluding non-controlling interests held by third parties, as described in more detail in the tables below. Such investments are referred to herein as the Companys investment portfolio. As of March 31, 2016, 66.7% of the Companys loans have London Interbank Offered Rates (LIBOR) floors, with a weighted average floor of 0.23%, calculated based on loans with LIBOR floors. References to LIBOR or L are to 30-day LIBOR (unless otherwise specifically stated).
The Companys investments in mortgages and loans held for investment are accounted for at amortized cost. The following tables summarize the Companys loans held for investment as of March 31, 2016 and December 31, 2015 ($ in thousands):
|
|
As of March 31, 2016 |
| ||||||||||
|
|
Carrying |
|
Outstanding |
|
Weighted |
|
Weighted |
|
Weighted |
| ||
Senior mortgage loans |
|
$ |
992,166 |
|
$ |
996,308 |
|
4.4% |
|
5.1% |
|
1.3 |
|
Subordinated debt and preferred equity investments |
|
171,055 |
|
173,441 |
|
10.7% |
|
11.3% |
|
5.3 |
| ||
Total loans held for investment portfolio (excluding non-controlling interests held by third parties) |
|
$ |
1,163,221 |
|
$ |
1,169,749 |
|
5.3% |
|
6.0% |
|
1.9 |
|
|
|
As of December 31, 2015 |
| ||||||||||
|
|
Carrying |
|
Outstanding |
|
Weighted |
|
Weighted |
|
Weighted |
| ||
Senior mortgage loans |
|
$ |
961,395 |
|
$ |
965,578 |
|
4.4% |
|
5.1% |
|
1.4 |
|
Subordinated debt and preferred equity investments |
|
166,417 |
|
168,264 |
|
10.6% |
|
11.2% |
|
5.1 |
| ||
Total loans held for investment portfolio (excluding non-controlling interests held by third parties) |
|
$ |
1,127,812 |
|
$ |
1,133,842 |
|
5.3% |
|
6.0% |
|
1.9 |
|
(1) The difference between the Carrying Amount and the Outstanding Principal face amount of the loans held for investment consists of unamortized purchase discount, deferred loan fees and loan origination costs. The tables above exclude non-controlling interests held by third parties. A reconciliation of the Carrying Amount of loans held for investment portfolio, excluding non-controlling interests, to the Carrying Amount of loans held for investment, as included within the Companys consolidated balance sheets, is presented below.
(2) Unleveraged Effective Yield is the compounded effective rate of return that would be earned over the life of the investment based on the contractual interest rate (adjusted for any deferred loan fees, costs, premium or discount) and assumes no dispositions, early prepayments or defaults. The Total Weighted Average Unleveraged Effective Yield is calculated based on the average of Unleveraged Effective Yield of all loans held by the Company as of March 31, 2016 and December 31, 2015 as weighted by the Outstanding Principal balance of each loan.
A reconciliation of the Companys loans held for investment portfolio, excluding non-controlling interests held by third parties, to the Companys loans held for investment as included within its consolidated balance sheets is as follows ($ in thousands):
|
|
As of March 31, 2016 |
| ||||
|
|
Carrying |
|
Outstanding |
| ||
Total loans held for investment portfolio (excluding non-controlling interests held by third parties) |
|
$ |
1,163,221 |
|
$ |
1,169,749 |
|
Non-controlling interest investment held by third parties |
|
46,579 |
|
46,579 |
| ||
Loans held for investment |
|
$ |
1,209,800 |
|
$ |
1,216,328 |
|
|
|
As of December 31, 2015 |
| ||||
|
|
Carrying |
|
Outstanding |
| ||
Total loans held for investment portfolio (excluding non-controlling interests held by third parties) |
|
$ |
1,127,812 |
|
$ |
1,133,842 |
|
Non-controlling interest investment held by third parties |
|
46,579 |
|
46,579 |
| ||
Loans held for investment |
|
$ |
1,174,391 |
|
$ |
1,180,421 |
|
A more detailed listing of the Companys investment portfolio, excluding non-controlling interests, based on information available as of March 31, 2016 is as follows ($ in millions, except percentages):
Loan Type |
|
Location |
|
Outstanding |
|
Carrying |
|
Interest Rate |
|
Unleveraged |
|
Maturity Date (3) |
|
Payment |
| ||
Senior Mortgage Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Office |
|
TX |
|
$ |
81.8 |
|
$ |
81.4 |
|
L+5.00% |
|
6.3% |
|
Jan 2017 |
|
I/O |
|
Retail |
|
IL |
|
75.9 |
|
75.6 |
|
L+4.00% |
|
4.8% |
|
Aug 2017 |
|
I/O |
| ||
Hotel |
|
CA |
|
56.0 |
|
55.5 |
|
L+4.75% |
|
5.9% |
|
Feb 2019 |
|
I/O |
| ||
Mixed-use |
|
IL |
|
56.9 |
|
56.4 |
|
L+3.60% |
|
4.4% |
|
Oct 2018 |
|
I/O |
| ||
Office |
|
FL |
|
47.3 |
|
47.3 |
|
L+5.25% |
|
5.6% |
|
Apr 2016 |
|
I/O |
| ||
Multifamily |
|
TX |
|
44.7 |
|
44.7 |
|
L+3.75% |
|
4.7% |
|
July 2016 |
|
I/O |
| ||
Healthcare |
|
NY |
|
41.6 |
|
41.4 |
|
L+5.00% |
|
5.9% |
|
Dec 2016 |
|
I/O |
| ||
Industrial |
|
MO/KS |
|
37.2 |
|
37.2 |
|
L+4.30% |
|
5.3% |
|
Jan 2017 |
|
P/I |
(5) | ||
Hotel |
|
NY |
|
36.5 |
|
36.2 |
|
L+4.75% |
|
5.6% |
|
June 2018 |
|
I/O |
| ||
Hotel |
|
MI |
|
35.2 |
|
35.1 |
|
L+4.15% |
|
4.8% |
|
July 2017 |
|
I/O |
| ||
Multifamily |
|
TX |
|
35.0 |
|
35.0 |
|
L+3.75% |
|
4.7% |
|
July 2016 |
|
I/O |
| ||
Office |
|
FL |
|
34.0 |
|
33.9 |
|
L+3.65% |
|
4.3% |
|
Oct 2017 |
|
I/O |
| ||
Industrial |
|
OH |
|
32.5 |
|
32.4 |
|
L+4.20% |
|
5.0% |
|
May 2018 |
|
I/O |
(5) | ||
Retail |
|
IL |
|
30.4 |
|
30.2 |
|
L+3.25% |
|
4.1% |
|
Sep 2018 |
|
I/O |
| ||
Multifamily |
|
NY |
|
28.7 |
|
28.5 |
|
L+3.75% |
|
4.7% |
|
Oct 2017 |
|
I/O |
| ||
Multifamily |
|
TX |
|
27.5 |
|
27.5 |
|
L+3.65% |
|
4.6% |
|
Jan 2017 |
|
I/O |
| ||
Office |
|
OR |
|
28.6 |
|
28.4 |
|
L+3.75% |
|
4.6% |
|
Oct 2018 |
|
I/O |
| ||
Mixed-use |
|
NY |
|
28.3 |
|
28.2 |
|
L+4.25% |
|
5.0% |
|
Aug 2017 |
|
I/O |
| ||
Office |
|
KS |
|
25.5 |
|
25.4 |
|
L+5.00% |
|
6.1% |
|
Oct 2017 |
|
I/O |
| ||
Multifamily |
|
TX |
|
25.0 |
|
24.9 |
|
L+3.65% |
|
4.6% |
|
Jan 2017 |
|
I/O |
| ||
Multifamily |
|
TX |
|
23.9 |
|
23.8 |
|
L+3.80% |
|
4.4% |
|
Jan 2019 |
|
I/O |
| ||
Multifamily |
|
GA |
|
23.1 |
|
23.0 |
|
L+3.85% |
|
5.0% |
|
May 2017 |
|
I/O |
| ||
Multifamily |
|
AZ |
|
22.1 |
|
22.1 |
|
L+4.25% |
|
5.5% |
|
Sep 2016 |
|
I/O |
| ||
Office |
|
CO |
|
19.5 |
|
19.4 |
|
L+3.95% |
|
4.9% |
|
Dec 2017 |
|
I/O |
| ||
Office |
|
CA |
|
15.9 |
|
15.9 |
|
L+3.75% |
|
4.6% |
|
July 2016 |
|
I/O |
| ||
Multifamily |
|
NC |
|
16.3 |
|
16.3 |
|
L+4.00% |
|
5.0% |
|
Apr 2017 |
|
I/O |
| ||
Office |
|
CA |
|
14.9 |
|
14.9 |
|
L+4.50% |
|
5.5% |
|
July 2016 |
|
I/O |
| ||
Multifamily |
|
NY |
|
15.0 |
|
15.0 |
|
L+3.85% |
|
4.7% |
|
Nov 2017 |
|
I/O |
| ||
Mixed-use |
|
NY |
|
14.4 |
|
14.3 |
|
L+3.95% |
|
5.0% |
|
Sep 2017 |
|
I/O |
| ||
Multifamily |
|
FL |
|
12.4 |
|
12.3 |
|
L+3.75% |
|
4.8% |
|
Apr 2017 |
|
I/O |
| ||
Industrial |
|
CA |
|
10.1 |
|
10.0 |
|
L+5.25% |
|
6.5% |
|
May 2017 |
|
I/O |
| ||
Subordinated Debt and Preferred Equity Investments: |
|
|
|
|
|
|
|
|
| ||||||||
Multifamily |
|
GA/FL |
|
38.8 |
|
38.4 |
|
L+11.85% |
(6) |
12.5% |
|
June 2021 |
|
I/O |
| ||
Multifamily |
|
NY |
|
33.3 |
|
33.2 |
|
L+8.07% |
|
8.8% |
|
Jan 2019 |
|
I/O |
| ||
Office |
|
NJ |
|
17.0 |
|
16.2 |
|
12.00% |
|
12.8% |
|
Jan 2026 |
|
I/O |
(5) | ||
Office |
|
GA |
|
14.3 |
|
14.3 |
|
9.50% |
|
9.5% |
|
Aug 2017 |
|
I/O |
| ||
Mixed-use |
|
NY |
|
16.7 |
|
16.7 |
|
11.50% |
(7) |
12.1% |
|
Nov 2016 |
|
I/O |
| ||
Multifamily |
|
TX |
|
4.9 |
|
4.8 |
|
L+11.00% |
(8) |
11.8% |
|
Oct 2016 |
|
I/O |
| ||
Various |
|
Diversified |
(9) |
48.5 |
|
47.4 |
|
10.95% |
|
11.7% |
|
Dec 2024 |
|
I/O |
| ||
Total/Weighted Average |
|
|
|
$ |
1,169.7 |
|
$ |
1,163.2 |
|
|
|
6.0% |
|
|
|
|
|
(1) The difference between the Carrying Amount and the Outstanding Principal amount of the loans held for investment consists of unamortized purchase discount, deferred loan fees and loan origination costs.
(2) Unleveraged Effective Yield is the compounded effective rate of return that would be earned over the life of the investment based on the contractual interest rate (adjusted for any deferred loan fees, costs, premium or discount) and assumes no dispositions, early prepayments or defaults. Unleveraged Effective Yield for each loan is calculated based on LIBOR as of March 31, 2016 or the LIBOR floor, as applicable. The Weighted Average Unleveraged Effective Yield is calculated based on the average of Unleveraged Effective Yield of all loans held by the Company as of March 31, 2016 as weighted by the Outstanding Principal balance of each loan.
(3) Certain loans are subject to contractual extension options that vary between one and two 12-month extensions and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities in connection with loan modifications.
(4) I/O = interest only, P/I = principal and interest.
(5) In January 2015, amortization began on the senior Missouri/Kansas loan, which had an outstanding principal balance of $37.2 million as of March 31, 2016. In May 2017, amortization will begin on the senior Ohio loan, which had an
outstanding principal balance of $32.5 million as of March 31, 2016. In February 2021, amortization will begin on the subordinated New Jersey loan, which had an outstanding principal balance of $17.0 million as of March 31, 2016. The remainder of the loans in the Companys principal lending portfolio are non-amortizing through their primary terms.
(6) The preferred return is L+11.85% with 2.00% as payment-in-kind (PIK), to the extent cash flow is not available. There is no capped dollar amount on accrued PIK.
(7) The interest rate is 11.50% with a 9.00% current pay and up to a capped dollar amount as PIK based on the borrowers election. In July 2015, the Company entered into an amendment to increase the loan commitment and outstanding principal by $650 thousand at an interest rate of 15.00% on the increased commitment and outstanding principal only.
(8) The preferred return is L+11.00% with a L+9.00% current pay and up to a capped dollar amount as PIK.
(9) The preferred equity investment is in an entity whose assets are comprised of multifamily, student housing and medical office properties.
For the three months ended March 31, 2016, the activity in the Companys loan portfolio was as follows ($ in thousands):
Balance at December 31, 2015 |
|
$ |
1,174,391 |
|
Initial funding |
|
98,500 |
| |
Origination fees and discounts, net of costs |
|
(1,452 |
) | |
Additional funding |
|
10,669 |
| |
Amortizing payments |
|
(156 |
) | |
Loan payoffs |
|
(73,105 |
) | |
Origination fee accretion |
|
953 |
| |
Balance at March 31, 2016 |
|
$ |
1,209,800 |
|
No impairment charges have been recognized during the three months ended March 31, 2016 and 2015.
4. MORTGAGE SERVICING RIGHTS
MSRs represent servicing rights retained by ACRE Capital for loans it originates and sells. The servicing fees are collected from the monthly payments made by the borrowers. ACRE Capital generally receives other remuneration including rights to various loan fees such as late charges, collateral re-conveyance charges, loan prepayment penalties, and other ancillary fees. In addition, ACRE Capital is also generally entitled to retain the interest earned on funds held pending remittance related to its collection of loan principal and escrow balances. As of March 31, 2016, ACRE Capital had a servicing portfolio (excluding ACREs loans held for investment portfolio; see Note 13 included in these consolidated financial statements) consisting of 971 loans with an unpaid principal balance of $5.0 billion, which includes 950 GSE / HUD loans with an unpaid principal balance of $4.4 billion and 21 other loans (managed by an affiliate of the manager of ACRE) with an unpaid principal balance of $567.6 million. As of December 31, 2015, ACRE Capital had a servicing portfolio (excluding ACREs loans held for investment portfolio; see Note 13 included in these consolidated financial statements) consisting of 973 loans with an unpaid principal balance of $4.9 billion, which includes 953 GSE / HUD loans with an unpaid principal balance of $4.3 billion and 20 other loans (managed by an affiliate of the manager of ACRE) with an unpaid principal balance of $554.8 million. As of March 31, 2016 and December 31, 2015, the carrying value of ACRE Capitals MSRs for the GSE and HUD loan portfolio was approximately $61.0 million and $61.8 million, respectively.
Activity related to MSRs as of and for the three months ended March 31, 2016 and 2015 was as follows ($ in thousands):
Balance at December 31, 2015 |
|
$ |
61,800 |
|
MSRs purchased |
|
323 |
| |
Additions, following sale of loan |
|
1,490 |
| |
Changes in fair value |
|
(1,848 |
) | |
Prepayments and write-offs |
|
(787 |
) | |
Balance at March 31, 2016 |
|
$ |
60,978 |
|
Balance at December 31, 2014 |
|
$ |
58,889 |
|
Additions, following sale of loan |
|
3,144 |
| |
Changes in fair value |
|
(3,181 |
) | |
Prepayments and write-offs |
|
(327 |
) | |
Balance at March 31, 2015 |
|
$ |
58,525 |
|
As discussed in Note 2 included in these consolidated financial statements, the Company determines the fair values of the MSRs based on discounted cash flow models that calculate the present value of estimated future net servicing income. The fair values of ACRE Capitals MSRs are subject to changes in discount rates. For example, a 100 basis point increase or decrease in the weighted average discount rate would decrease or increase, respectively, the fair value of ACRE Capitals MSRs outstanding as of March 31, 2016 and December 31, 2015 by approximately $1.9 million and $2.0 million, respectively.
5. DEBT
Financing Agreements
The Company, through its subsidiary ACRE Capital, borrows funds under the ASAP Line of Credit and the BAML Line of Credit (individually defined below and together, the Warehouse Lines of Credit). The Company also borrows funds under the Wells Fargo Facility, the Citibank Facility, the BAML Facility, the CNB Facilities, the MetLife Facility and the UBS Facilities (individually defined below and collectively, the Secured Funding Agreements) and the Secured Term Loan (defined below). The Company refers to the Warehouse Lines of Credit, the Secured Funding Agreements and the Secured Term Loan as the Financing Agreements. As of March 31, 2016 and December 31, 2015, the outstanding balances and total commitments under the Financing Agreements consisted of the following ($ in thousands):
|
|
As of |
| ||||||||||
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||||
|
|
Outstanding |
|
Total |
|
Outstanding |
|
Total |
| ||||
Wells Fargo Facility |
|
$ |
124,958 |
|
$ |
225,000 |
|
$ |
101,473 |
|
$ |
225,000 |
|
Citibank Facility |
|
152,643 |
|
250,000 |
|
112,827 |
|
250,000 |
| ||||
BAML Facility |
|
|
|
50,000 |
|
|
|
50,000 |
| ||||
March 2014 CNB Facility |
|
50,000 |
|
50,000 |
|
|
|
50,000 |
| ||||
July 2014 CNB Facility |
|
37,900 |
|
75,000 |
|
66,200 |
|
75,000 |
| ||||
MetLife Facility |
|
110,359 |
|
180,000 |
|
109,474 |
|
180,000 |
| ||||
April 2014 UBS Facility |
|
82,294 |
|
140,000 |
|
75,558 |
|
140,000 |
| ||||
December 2014 UBS Facility |
|
57,243 |
|
57,243 |
|
57,243 |
|
57,243 |
| ||||
Secured Term Loan |
|
75,000 |
|
155,000 |
|
75,000 |
|
155,000 |
| ||||
ASAP Line of Credit |
|
|
|
80,000 |
(1) |
|
|
80,000 |
(1) | ||||
BAML Line of Credit |
|
49,578 |
|
135,000 |
|
24,806 |
|
135,000 |
| ||||
Total |
|
$ |
739,975 |
|
$ |
1,397,243 |
|
$ |
622,581 |
|
$ |
1,397,243 |
|
(1) The commitment amount is subject to change at any time at Fannie Maes discretion.
Some of the Companys Financing Agreements are collateralized by (i) assignments of specific loans, preferred equity or a pool of loans held for investment or loans held for sale owned by the Company, (ii) interests in the subordinated portion of the Companys securitization debt, or (iii) interests in wholly owned entity subsidiaries that hold the Companys loans held for investment. The Company is the borrower or guarantor under each of the Financing Agreements (excluding the Warehouse Lines of Credit, where ACRE Capital is the borrower). Generally, the Company partially offsets interest rate risk by matching the interest index of loans held for investment with the Secured Funding Agreements used to fund them. The Companys Financing Agreements contain various affirmative and negative covenants, including negative pledges, and provisions regarding events of default that are normal and customary for similar financing arrangements.
Wells Fargo Facility
The Company is party to a master repurchase funding facility arranged by Wells Fargo Bank, National Association (Wells Fargo) (as amended and restated, the Wells Fargo Facility), which allows the Company to borrow up to $225.0 million. The maturity date of the Wells Fargo Facility is December 14, 2016, subject to two 12-month extensions at the Companys option assuming no existing defaults under the Wells Fargo Facility and applicable extension fees are paid. Under the Wells Fargo Facility, the Company is permitted to sell, and later repurchase, certain qualifying senior commercial mortgage loans, A-Notes, pari passu participations in commercial mortgage loans and mezzanine loans under certain circumstances, subject to available collateral approved by Wells Fargo in its sole discretion. Beginning on December 14, 2015, new advances under the Wells Fargo Facility accrue interest at a per annum rate equal to the sum of (i) 30 day LIBOR plus (ii) a pricing margin range of 1.75% to 2.35%. Advances on loans made prior to December 14, 2015 under the Wells Fargo Facility continue to accrue interest at a per annum rate equal to the sum of (i) 30 day LIBOR plus (ii) a pricing margin range of 2.00% to 2.50%. The Company incurs a non-utilization fee of 25 basis points on the daily available balance of the Wells Fargo Facility to the extent less than 75% of the Wells Fargo Facility is utilized. For the three months ended March 31, 2016, the Company incurred a non-utilization fee of $66 thousand. For the three months ended March 31, 2015, the Company did not incur a non-utilization fee.
Citibank Facility
The Company is party to a $250.0 million master repurchase facility (the Citibank Facility) with Citibank, N.A. Under the Citibank Facility, the Company is permitted to sell and later repurchase certain qualifying senior commercial mortgage loans and A-Notes approved by Citibank, N.A. in its sole discretion. Advances under the Citibank Facility accrue interest at a per annum rate equal to 30 day LIBOR plus a pricing margin of 2.00% to 2.50%, subject to certain exceptions. The maturity date of the Citibank Facility is December 8, 2016, subject to three 12-month extensions at the Companys option assuming no existing defaults under the Citibank Facility and applicable extension fees are paid. The Company incurs a non-utilization fee of 25 basis points on the daily available balance of the Citibank Facility. For the three months ended March 31, 2016 and 2015, the Company incurred a non-utilization fee of $68 thousand and $97 thousand, respectively.
BAML Facility
The Company is party to a $50.0 million Bridge Loan Warehousing Credit and Security Agreement (the BAML Facility) with Bank of America, N.A. Under the BAML Facility, the Company may obtain advances secured by eligible commercial mortgage loans collateralized by healthcare facilities and other multifamily properties. In February 2016, the Company amended the BAML Facility to expand the eligible assets to include loans secured by general and affordable multifamily properties. Bank of America, N.A. may approve the loans on which advances are made under the BAML Facility in its sole discretion. The Company may request individual loans under the BAML Facility through May 26, 2016. Individual advances under the BAML Facility generally have a two-year maturity, subject to one 12-month extension at the Companys option upon the satisfaction of certain conditions and applicable extension fees being paid. The final maturity date of individual loans under the BAML Facility is May 26, 2019. Advances under the BAML Facility accrue interest at a per annum rate equal to one-month LIBOR plus a spread ranging from 2.25% to 2.75% depending upon the type of asset securing such advance. The Company incurs a non-utilization fee of 12.5 basis points on the average daily available balance of the BAML Facility. For the three months ended March 31, 2016, the Company incurred a non-utilization fee of $16 thousand.
City National Bank Facilities
March 2014 CNB Facility
The Company is party to a $50.0 million secured revolving funding facility with City National Bank (the March 2014 CNB Facility). The Company is permitted to borrow funds under the March 2014 CNB Facility to finance investments and for other working capital and general corporate needs. In February 2016, the Company amended the March 2014 CNB Facility to extend the maturity date to March 11, 2017. The Company has one 12-month extension at its option provided that certain conditions are met and applicable extension fees are paid, which, if exercised, would extend the final maturity of the March 2014 CNB Facility to March 10, 2018. Advances under the March 2014 CNB Facility accrue interest at a per annum rate equal to the sum of, at the Companys option, either (a) LIBOR for a one, two, three, six or, if available to all lenders, 12-month interest period plus 3.00% or (b) a base rate (which is the highest of a prime rate, the federal funds rate plus 0.50%, or one month LIBOR plus 1.00%) plus 1.25%; provided that in no event shall the interest rate be less than 3.00%. Unless at least 75% of the March 2014 CNB Facility is used on average, unused commitments under the March 2014 CNB Facility accrue unused line fees at the rate of 0.375% per annum. For the three months ended March 31, 2016 and 2015, the Company incurred a non-utilization fee of $43 thousand and $37 thousand, respectively.
July 2014 CNB Facility
The Company and certain of its subsidiaries are party to a $75.0 million revolving funding facility (the July 2014 CNB Facility and together with the March 2014 CNB Facility, the CNB Facilities) with City National Bank. The Company is permitted to borrow funds under the July 2014 CNB Facility to finance investments and for other working capital and general corporate needs. The maturity date of the July 2014 CNB Facility is July 31, 2016. Advances under the July 2014 CNB Facility accrue interest at a per annum rate equal, at the Companys option, to either (a) LIBOR for a one, two, three, six or, if available to all lenders, 12-month interest period plus 1.50% or (b) a base rate (which is the highest of a prime rate, the federal funds rate plus 0.50%, or one month LIBOR plus 1.00%) plus 0.25%; provided that in no event shall the interest rate be less than 1.50%. Unless at least 75% of the July 2014 CNB Facility is used on average, unused commitments under the July 2014 CNB Facility accrue unused line fees at the rate of 0.125% per annum. For the three months ended March 31, 2016, the Company incurred a non-utilization fee of $7 thousand. For the three months ended March 31, 2015, the Company did not incur a non-utilization fee. See Note 13 included in these consolidated financial statements for more information on a credit support fee agreement with respect to the July 2014 CNB Facility.
MetLife Facility
The Company and certain of its subsidiaries are party to a $180.0 million revolving master repurchase facility (the MetLife Facility) with Metropolitan Life Insurance Company (MetLife), pursuant to which the Company may sell, and later repurchase, commercial mortgage loans meeting defined eligibility criteria which are approved by MetLife in its sole discretion. The maturity date of the MetLife Facility is August 12, 2017, subject to two 12-month extensions at the Companys option provided that certain conditions are met and applicable extension fees are paid. Advances under the MetLife Facility accrue interest at a per annum rate of 30 day LIBOR plus 2.35%. The Company will pay MetLife, if applicable, an annual make-whole fee equal to the amount by which the aggregate price differential paid over the term of the MetLife Facility is less than the defined minimum price differential, unless certain conditions are met.
UBS Facilities
April 2014 UBS Facility
The Company is party to a $140.0 million revolving master repurchase facility (the April 2014 UBS Facility) with UBS Real Estate Securities Inc. (UBS), pursuant to which the Company may sell, and later repurchase, commercial mortgage loans and, under certain circumstances, other assets meeting defined eligibility criteria that are approved by UBS in its sole discretion. The maturity date of the April 2014 UBS Facility is October 21, 2018, subject to annual extensions in UBS sole discretion. The price differential (or interest rate) on the April 2014 UBS Facility is one-month LIBOR plus (a) 1.88% per annum, for assets that are subject to an advance for one year or less, (b) 2.08% per annum, for assets that are subject to an advance in excess of one year but less than two years, and (c) 2.28% per annum, for assets that are subject to an advance for greater than two years; in each case, excluding amortization of commitment and exit fees. Upon termination of the April 2014 UBS Facility, the Company will pay UBS, if applicable, the amount by which the aggregate price differential paid over the term of the April 2014 UBS Facility is less than the defined minimum price differential and an exit fee, in each case, unless certain conditions are met.
December 2014 UBS Facility
The Company is party to a global master repurchase agreement (the December 2014 UBS Facility, and together with the April 2014 UBS Facility, the UBS Facilities) with UBS AG, pursuant to which the Company will sell, and later repurchase, certain retained subordinate notes in the Companys commercial mortgage-backed securities (CMBS) securitization (the Purchased Securities) for an aggregate purchase price equal to $57.2 million. The scheduled repurchase date of the December 2014 UBS Facility is July 6, 2016 (the Repurchase Date). The transaction fee (or interest rate), which is payable monthly on the December 2014 UBS Facility, is equal to one-month LIBOR plus 2.74% per annum on the outstanding amount. The Purchased Securities may be purchased by the Company in whole, but not in part, prior to the Repurchase Date. If the outstanding amount of the Purchased Securities subject to the December 2014 UBS Facility is reduced or repaid prior to the Repurchase Date, UBS AG shall be entitled to a termination fee.
Warehouse Lines of Credit
ASAP Line of Credit
ACRE Capital is party to a multifamily as soon as pooled (ASAP) sale agreement with Fannie Mae (the ASAP Line of Credit) to finance installments received from Fannie Mae. To the extent the ASAP Line of Credit remains active through utilization, there is no expiration date. The commitment amount is subject to change at any time at Fannie Maes discretion. Fannie Mae advances payment to ACRE Capital in two separate installments according to the terms as set forth in the ASAP sale agreement. The first installment is considered an advance to ACRE Capital from Fannie Mae and not a sale until the second advance and settlement is made.
BAML Line of Credit
ACRE Capital is party to a $135.0 million line of credit agreement with Bank of America, N.A. (as amended and restated, the BAML Line of Credit), which is used to finance mortgage loans originated by ACRE Capital. The stated interest rate on the BAML Line of Credit is LIBOR Daily Floating Rate plus 1.60%. The BAML Line of Credit has a maturity date of June 30, 2016. ACRE Capital incurs a non-utilization fee of 12.5 basis points on the daily available balance of the BAML Line of Credit to the extent less than 40% of the BAML Line of Credit is utilized. For the three months ended March 31, 2016 and 2015, the Company incurred a non-utilization fee of $23 thousand and $15 thousand, respectively.
Secured Term Loan
The Company and certain of its subsidiaries are party to a $155.0 million Credit and Guaranty Agreement (the Secured Term Loan) with Highbridge Principal Strategies, LLC, as administrative agent, and DBD Credit Funding LLC, as collateral agent. The Company made an initial draw of $75.0 million on December 9, 2015, the closing date. The remaining $80.0 million of the Secured Term Loan may be borrowed during the nine-month commitment period following the closing date, subject to the satisfaction of certain conditions. The Secured Term Loan carries a coupon of LIBOR + 6.0% with a LIBOR floor of 1.0% on drawn amounts. The Secured Term Loan has a maturity date of December 9, 2018. The Company is subject to a monthly non-utilization fee equal to 1.0% per annum on the unused commitment amount during the nine month commitment period following the closing date. For the three months ended March 31, 2016, the Company incurred a non-utilization fee of $202 thousand. The original issue discount on the initial draw was $1.1 million, which represented a discount to the debt cost to be amortized into interest expense using the effective interest method over the term of the Secured Term Loan. The estimated effective interest rate of the Secured Term Loan, which is equal to LIBOR (subject to a floor of 1.0%) plus the stated rate of 6.0% plus the accretion of the original issue discount and associated costs, was 8.5% for the three months ended March 31, 2016.
2015 Convertible Notes
In December 2012, the Company issued $69.0 million aggregate principal amount of unsecured 7.000% Convertible Senior Notes due 2015 (the 2015 Convertible Notes). The 2015 Convertible Notes bore interest at a rate of 7.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2013. The effective interest rate of the 2015 Convertible Notes, which was equal to the stated rate of 7.00% plus the accretion of the original issue discount and associated costs, was 9.4% for the three months ended March 31, 2015. For the three months ended March 31, 2015, the interest expense incurred on this indebtedness was $1.6 million. The 2015 Convertible Notes matured on December 15, 2015 and were fully repaid at par.
6. ALLOWANCE FOR LOSS SHARING
Loans originated and sold by ACRE Capital to Fannie Mae under the Fannie Mae DUS program are subject to the terms and conditions of a Master Loss Sharing Agreement, which was amended and restated during 2012. Under the Master Loss Sharing Agreement, ACRE Capital is responsible for absorbing certain losses incurred by Fannie Mae with respect to loans originated under the DUS program, as described below in more detail. The compensation for this risk of loss is a component of servicing fees on the loan.
The losses incurred with respect to individual loans are allocated between ACRE Capital and Fannie Mae based on the loss level designation (Loss Level) for the particular loan. Loans are designated as Loss Level I, Loss Level II or Loss Level III. All loans are designated Loss Level I unless Fannie Mae and ACRE Capital agree upon a different Loss Level for a particular loan at the time of the loan commitment, or if Fannie Mae determines that the loan was not underwritten, processed or serviced according to Fannie Mae guidelines.
Losses on Loss Level I loans are shared 33.33% by ACRE Capital and 66.67% by Fannie Mae. The maximum amount of ACRE Capitals risk-sharing obligation with respect to any Loss Level I loan is 33.33% of the original principal amount of the loan. Losses incurred in connection with Loss Level II and Loss Level III loans are allocated disproportionately to ACRE
Capital until ACRE Capital has absorbed the maximum level of its risk-sharing obligation with respect to the particular loan. The maximum loss allocable to ACRE Capital for Loss Level II loans is 30% of the original principal amount of the loan, and for Loss Level III loans is 40% of the original principal amount of the loan.
According to the Master Loss Sharing Agreement, Fannie Mae may unilaterally increase the amount of the risk-sharing obligation of ACRE Capital with respect to individual loans without regard to a particular Loss Level if (a) the loan does not meet specific underwriting criteria, (b) the loan is defaulted within twelve (12) months after it is purchased by Fannie Mae, or (c) Fannie Mae determines that there was fraud, material misrepresentation or gross negligence by ACRE Capital in its underwriting, closing, delivery or servicing of the loan. Under certain limited circumstances, Fannie Mae may require ACRE Capital to absorb 100% of the losses incurred on a loan by requiring ACRE Capital to repurchase the loan.
The amount of loss incurred on a particular loan is determined at the time the loss is incurred, for example, at the time a property is foreclosed by Fannie Mae (whether acquired by Fannie Mae or a third party) or at the time a loan is modified in connection with a default. Losses may be determined by reference to the price paid by a third party at a foreclosure sale or by reference to an appraisal obtained by Fannie Mae in connection with the default on the loan.
In connection with the Companys acquisition of ACRE Capital, Alliant, Inc., a Florida corporation, and The Alliant Company, LLC, a Florida limited liability company (the Sellers), are jointly and severally obligated to fund directly (if permitted) or to reimburse ACRE Capital for amounts due and owing after the closing date to Fannie Mae pursuant to ACRE Capitals allowance for loss sharing with respect to settlement of certain DUS program mortgage loans originated and serviced by ACRE Capital, subject to certain limitations. In addition, the Sellers are jointly and severally obligated to indemnify ACRE Capital for, among other things, certain losses arising from Sellers failure to fulfill the funding or reimbursement obligations described above. As of both March 31, 2016 and December 31, 2015, the preliminary estimate of the portion of such contributions towards such losses relating to the allowance for loss sharing of ACRE Capital was $377 thousand and is included within other assets in the consolidated balance sheets. Additionally, with respect to the settlement of certain non-designated DUS program mortgage loans originated and serviced by ACRE Capital, the Sellers are jointly and severally obligated to fund directly (if permitted) or to reimburse ACRE Capital in each of the three 12 month periods following the closing date for eighty percent (80%) of amounts due and owing after the closing date to Fannie Mae pursuant to ACRE Capitals allowance for loss sharing in excess of $2.0 million during such 12 month period; provided that in no event shall Sellers obligations exceed in the aggregate $3.0 million for the entire three year period.
ACRE Capital uses several tools to manage its risk-sharing obligation, including maintenance of disciplined underwriting and approval processes and procedures, and periodic review and evaluation of underwriting criteria based on underlying multifamily housing market data and limitation of exposure to particular geographic markets and submarkets and to individual borrowers. In situations where payment under the guarantee is probable and estimable on a specific loan, the Company records an additional liability through a charge to the provision for loss sharing in the consolidated statements of operations. The amount of the provision reflects the Companys assessment of the likelihood of payment by the borrower, the estimated disposition value of the underlying collateral and the level of risk-sharing. Historically, among other factors, the loss recognition occurs at or before the loan becoming 60 days delinquent.
A summary of the Companys allowance for loss sharing as of and for the three months ended March 31, 2016 and 2015 is as follows ($ in thousands):
Balance at December 31, 2015 |
|
$ |
8,969 |
|
Current period provision for loss sharing |
|
(228 |
) | |
Settlements/Writeoffs |
|
|
| |
Balance at March 31, 2016 |
|
$ |
8,741 |
|
Balance at December 31, 2014 |
|
$ |
12,349 |
|
Current period provision for loss sharing |
|
(566 |
) | |
Settlements/Writeoffs |
|
(38 |
) | |
Balance at March 31, 2015 |
|
$ |
11,745 |
|
As of both March 31, 2016 and December 31, 2015, the maximum quantifiable allowance for loss sharing associated with the Companys guarantees under the Fannie Mae DUS agreement was $1.1 billion, from a total recourse at risk pool of
$3.1 billion. Additionally, as of March 31, 2016 and December 31, 2015, the non-at risk pool was $64.5 million and $64.8 million, respectively. The at risk pool is subject to Fannie Maes Master Loss Sharing Agreement and the non-at risk pool is not subject to such agreement. The maximum quantifiable allowance for loss sharing is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement.
7. COMMITMENTS AND CONTINGENCIES
As of March 31, 2016 and December 31, 2015, the Company had the following commitments to fund various senior mortgage loans, subordinated debt investments, as well as preferred equity investments accounted for as loans held for investment ($ in thousands):
|
|
As of |
| ||||
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||
Total commitments |
|
$ |
1,256,250 |
|
$ |
1,232,163 |
|
Less: funded commitments |
|
(1,169,749 |
) |
(1,133,842 |
) | ||
Total unfunded commitments |
|
$ |
86,501 |
|
$ |
98,321 |
|
Commitments to extend credit by ACRE Capital are generally agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Occasionally, the commitments may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. As of March 31, 2016 and December 31, 2015, ACRE Capital had the following commitments to sell and fund loans ($ in thousands):
|
|
As of |
| ||||
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||
Commitments to sell loans |
|
$ |
131,205 |
|
$ |
237,372 |
|
Commitments to fund loans |
|
$ |
76,627 |
|
$ |
207,566 |
|
The Company from time to time may be party to litigation relating to claims arising in the normal course of business. As of March 31, 2016, the Company is not aware of any legal claims that could materially impact its business, financial condition or results of operations.
8. DERIVATIVES
Non-designated Hedges
Derivatives not designated as hedges are derivatives that do not meet the criteria for hedge accounting under GAAP or for which the Company has not elected to designate as hedges. Changes in the fair value of derivatives related to the loan commitments and forward sale commitments are recorded directly in gains from mortgage banking activities in the consolidated statements of operations.
Loan commitments and forward sale commitments
Through its subsidiary, ACRE Capital, the Company enters into loan commitments with borrowers on loan originations whereby the interest rate on the prospective loan is determined prior to funding. In general, ACRE Capital simultaneously enters into forward sale commitments with investors in order to hedge against the interest rate exposure on loan commitments. The forward sale commitment with the investor locks in an interest rate and price for the sale of the loan. The terms of the loan commitment with the borrower and the forward sale commitment with the investor are matched with the objective of hedging interest rate risk. Loan commitments and forward sale commitments are considered undesignated derivative instruments. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value, with changes in fair value recorded in earnings. For the three months ended March 31, 2016, the Company entered into six loan commitments and six forward sale commitments. For the three months ended March 31, 2015, the Company entered into 16 loan commitments and 16 forward sale commitments.
As of March 31, 2016, the Company had five loan commitments with a total notional amount of $76.6 million and 17 forward sale commitments with a total notional amount of $131.2 million, with maturities ranging from 15 days to 14 months that were not designated as hedges in qualifying hedging relationships. As of December 31, 2015, the Company had 16 loan commitments with a total notional amount of $207.6 million and 24 forward sale commitments with a total notional amount of $237.4 million, with maturities ranging from 25 days to 17 months that were not designated as hedges in qualifying hedging relationships.
MSR purchase commitments
In July 2015, ACRE Capital entered into a purchase agreement with a third party to purchase the servicing rights for a HUD loan (the July 2015 HUD Loan). Under the purchase agreement, the purchase price for the servicing rights was $325 thousand and ACRE Capital assumed the rights to service the loan in March 2016. The derivative asset associated with the rights to service the July 2015 HUD Loan is included within other assets in the consolidated balance sheet as of December 31, 2015.
The table below presents the fair value of the Companys derivative financial instruments as well as their classification within the Companys consolidated balance sheets as of March 31, 2016 and December 31, 2015 ($ in thousands):
|
|
As of |
| ||||||||
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||
|
|
Balance Sheet |
|
Fair Value |
|
Balance Sheet |
|
Fair Value |
| ||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
| ||
Loan commitments |
|
Other assets |
|
$ |
9,554 |
|
Other assets |
|
$ |
8,450 |
|
Forward sale commitments |
|
Other assets |
|
|
|
Other assets |
|
25 |
| ||
MSR purchase commitment |
|
Other assets |
|
|
|
Other assets |
|
330 |
| ||
Forward sale commitments |
|
Other liabilities |
|
(6,725 |
) |
Other liabilities |
|
(1,868 |
) | ||
Total derivatives not designated as hedging instruments |
|
|
|
$ |
2,829 |
|
|
|
$ |
6,937 |
|
9. EQUITY
Stock Buyback Program
In May 2015, the Company announced that the Companys board of directors authorized the Company to repurchase up to $20 million of the Companys outstanding common stock over a period of one year (the Stock Buyback Program). In February 2016, the Companys board of directors increased the size of the existing $20 million Stock Buyback Program to $30 million and extended the Stock Buyback Program through March 31, 2017. Purchases made pursuant to the Stock Buyback Program will be made in either the open market or in privately negotiated transactions, from time to time and as permitted by federal securities laws and other legal requirements. Repurchases may be suspended or discontinued at any time. In connection with this Stock Buyback Program, in March 2016, the Company entered into a Rule 10b5-1 plan to repurchase shares of the Companys common stock in accordance with certain parameters set forth in the Stock Buyback Program. During the three months ended March 31, 2016, the Company repurchased a total of 34,854 shares of the Companys common stock in the open market for an aggregate purchase price of approximately $358 thousand, including expenses paid. The shares were repurchased at an average price of $10.28 per share, including expenses paid. See Note 17 included in these consolidated financial statements for a subsequent event related to the Stock Buyback Program.
Common Stock
There were no shares issued in public or private offerings for the three months ended March 31, 2016 and for the year ended December 31, 2015. See Equity Incentive Plan below for shares issued under the plan.
Equity Incentive Plan
On April 23, 2012, the Company adopted an equity incentive plan (the 2012 Equity Incentive Plan). Pursuant to the 2012 Equity Incentive Plan, the Company may grant awards consisting of restricted shares of the Companys common stock,
restricted stock units and/or other equity-based awards to the Companys outside directors, employees, officers, ACREM and other eligible awardees under the plan, subject to an aggregate limitation of 690,000 shares of common stock (7.5% of the issued and outstanding shares of the Companys common stock immediately after giving effect to the issuance of the shares sold in the IPO). Any restricted shares of the Companys common stock and restricted stock units will be accounted for under FASB ASC Topic 718, CompensationStock Compensation, resulting in share-based compensation expense equal to the grant date fair value of the underlying restricted shares of common stock or restricted stock units.
Restricted stock grants generally vest ratably over a one to four year period from the vesting start date. The grantee receives additional compensation for each outstanding restricted stock grant, classified as dividends paid, equal to the per-share dividends received by common stockholders.
The following table details the restricted stock grants awarded as of March 31, 2016:
Grant Date |
|
Vesting Start Date |
|
Shares Granted |
|
May 1, 2012 |
|
July 1, 2012 |
|
35,135 |
|
June 18, 2012 |
|
July 1, 2012 |
|
7,027 |
|
July 9, 2012 |
|
October 1, 2012 |
|
25,000 |
|
June 26, 2013 |
|
July 1, 2013 |
|
22,526 |
|
November 25, 2013 |
|
November 25, 2016 |
|
30,381 |
|
January 31, 2014 |
|
August 31, 2015 |
|
48,273 |
|
February 26, 2014 |
|
February 26, 2014 |
|
12,030 |
|
February 27, 2014 |
|
August 27, 2014 |
|
22,354 |
|
June 24, 2014 |
|
June 24, 2014 |
|
17,658 |
|
June 24, 2015 |
|
July 1, 2015 |
|
25,555 |
|
Total |
|
|
|
245,939 |
|
The following tables summarize the non-vested shares of restricted stock and the vesting schedule of shares of restricted stock for the Companys directors and officers and employees of ACRE Capital as of March 31, 2016:
Schedule of Non-Vested Share and Share Equivalents
|
|
Restricted Stock |
|
Restricted Stock |
|
Restricted Stock |
|
Total |
|
Balance as of December 31, 2015 |
|
16,945 |
|
4,686 |
|
62,563 |
|
84,194 |
|
Granted |
|
|
|
|
|
|
|
|
|
Vested |
|
(7,224) |
|
(1,562) |
|
(7,646) |
|
(16,432) |
|
Forfeited |
|
(1,277) |
|
|
|
|
|
(1,277) |
|
Balance as of March 31, 2016 |
|
8,444 |
|
3,124 |
|
54,917 |
|
66,485 |
|
Future Anticipated Vesting Schedule
|
|
Restricted Stock |
|
Restricted Stock |
|
Restricted Stock |
|
Total |
|
2016 |
|
7,610 |
|
3,124 |
|
30,381 |
|
41,115 |
|
2017 |
|
834 |
|
|
|
|
|
834 |
|
2018 |
|
|
|
|
|
|
|
|
|
2019 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
Total |
|
8,444 |
|
3,124 |
|
30,381 |
|
41,949 |
|
(1) Future anticipated vesting related to an employee of ACRE Capital that was granted restricted stock that vests in proportion to certain financial performance targets being met over a specified period of time is not included due to uncertainty in actual vesting date.
Non-Controlling Interests
The non-controlling interests held by third parties in the Companys consolidated balance sheets represent the equity interests in a limited liability company, ACRC KA Investor LLC (ACRC KA) that are not owned by the Company. A portion of ACRC KAs consolidated equity and net income are allocated to these non-controlling interests held by third parties based on their pro-rata ownership of ACRC KA. As of March 31, 2016 and December 31, 2015, ACRC KAs total equity was $96.0 million, of which $49.0 million was owned by the Company and $47.0 million was allocated to non-controlling interests held by third parties. See Note 15 included in these consolidated financial statements for more information on ACRC KA.
10. EARNINGS PER SHARE
The following information sets forth the computations of basic and diluted earnings per common share for the three months ended March 31, 2016 and 2015 ($ in thousands, except share and per share data):
|
|
For the three months ended March 31, |
| ||||
|
|
2016 |
|
2015 |
| ||
Net income attributable to common stockholders: |
|
$ |
5,136 |
|
$ |
7,062 |
|
Divided by: |
|
|
|
|
| ||
Basic weighted average shares of common stock outstanding: |
|
28,529,328 |
|
28,484,293 |
| ||
Non-vested restricted stock |
|
72,726 |
|
100,491 |
| ||
Diluted weighted average shares of common stock outstanding: |
|
28,602,054 |
|
28,584,784 |
| ||
Basic earnings per common share: |
|
$ |
0.18 |
|
$ |
0.25 |
|
Diluted earnings per common share: |
|
$ |
0.18 |
|
$ |
0.25 |
|
11. INCOME TAX
The Company established a taxable REIT subsidiary (TRS), ACRE Capital Holdings LLC (TRS Holdings), in connection with the acquisition of ACRE Capital. In addition, in December 2013 and March 2014, the Company formed ACRC W TRS and ACRC U TRS, respectively, in order to issue and hold certain loans intended for sale. The TRS income tax provision consisted of the following for the three months ended March 31, 2016 and 2015 ($ in thousands):
|
|
For the three months ended March 31, |
| ||||
|
|
2016 |
|
2015 |
| ||
Current |
|
$ |
(271 |
) |
$ |
(627 |
) |
Deferred |
|
(477 |
) |
(15 |
) | ||
Total income tax benefit |
|
$ |
(748 |
) |
$ |
(642 |
) |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are presented net by tax jurisdiction and are included within other assets and other liabilities in the consolidated balance sheets, respectively. As of March 31, 2016 and December 31, 2015, the TRS U.S. tax jurisdiction was in a net deferred tax liability position. The TRS are not currently subject to tax in any foreign tax jurisdictions.
As of March 31, 2016, TRS Holdings had a net operating loss carryforward of $7.8 million, which may be carried back to 2013 and forward 20 years. The following table presents the U.S. tax jurisdiction and the tax effects of temporary differences on the TRS respective net deferred tax assets and liabilities ($ in thousands):
|
|
As of |
| ||||
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||
Deferred tax assets |
|
|
|
|
| ||
Mortgage servicing rights |
|
$ |
4,632 |
|
$ |
4,083 |
|
Net operating loss carryforward |
|
2,906 |
|
2,906 |
| ||
Other temporary differences |
|
2,066 |
|
1,762 |
| ||
Sub-total-deferred tax assets |
|
9,604 |
|
8,751 |
| ||
Deferred tax liabilities |
|
|
|
|
| ||
Basis difference in assets from acquisition of ACRE Capital |
|
(2,709 |
) |
(2,709 |
) | ||
Components of gains from mortgage banking activities |
|
(9,689 |
) |
(9,344 |
) | ||
Amortization of intangible assets |
|
(328 |
) |
(297 |
) | ||
Sub-total-deferred tax liabilities |
|
(12,726 |
) |
(12,350 |
) | ||
Net deferred tax liability |
|
$ |
(3,122 |
) |
$ |
(3,599 |
) |
Based on the TRS assessment, it is more likely than not that the deferred tax assets will be realized through future taxable income. The TRS recognize interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statements of operations. Accrued interest and penalties, if any, are included within other liabilities in the consolidated balance sheets.
The following table is a reconciliation of the TRS statutory U.S. federal income tax rate to the TRS effective tax rate for the three months ended March 31, 2016 and 2015:
|
|
For the three months ended March 31, |
| ||
|
|
2016 |
|
2015 |
|
Federal statutory rate |
|
35.0% |
|
35.0% |
|
State income taxes |
|
3.6% |
|
2.4% |
|
Federal benefit of state tax deduction |
|
(1.3)% |
|
(0.8)% |
|
Effective tax rate |
|
37.3% |
|
36.6% |
|
As of March 31, 2016, tax years 2012 through 2015 remain subject to examination by taxing authorities. The Company does not have any unrecognized tax benefits and the Company does not expect that to change in the next twelve months.
Intercompany Notes
In connection with the acquisition of ACRE Capital, the Company partially capitalized TRS Holdings with a $44.0 million note. In October 2014, the Company entered into an $8.0 million revolving promissory note with TRS Holdings (collectively, the two intercompany notes described above are referred to as, the Intercompany Notes). As of both March 31, 2016 and December 31, 2015, the outstanding principal balance of the Intercompany Notes was $51.9 million. The income statement effects of the Intercompany Notes are eliminated in consolidation for financial reporting purposes, but the interest income and expense from the Intercompany Notes will affect the taxable income of the Company and TRS Holdings.
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows FASB ASC Topic 820-10, Fair Value Measurement (ASC 820-10), which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure requirements for fair value measurements. ASC 820-10 determines fair value to be the price that would be received for a financial instrument in a current sale, which assumes an orderly transaction between market participants on the measurement date. The financial instruments recorded at fair value on a recurring basis in the Companys consolidated financial statements are derivative instruments, MSRs and loans held for sale. ASC 820-10 specifies a hierarchy of valuation techniques based on the inputs used in measuring fair value.
In accordance with ASC 820-10, the inputs used to measure fair value are summarized in the three broad levels listed below:
· Level I-Quoted prices in active markets for identical assets or liabilities.
· Level II-Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
· Level III-Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.
GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the financial statements, for which it is practical to estimate the value. In cases where quoted market prices are not available, fair values are based upon the application of discount rates to estimated future cash flows using market yields, or other valuation methodologies. Any changes to the valuation methodology will be reviewed by the Companys management to ensure the changes are appropriate. The methods used may produce a fair value calculation that is not indicative of net realizable value or reflective of future fair values. Furthermore, while the Company anticipates that the valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company uses inputs that are current as of the measurement date, which may fall within periods of market dislocation, during which price transparency may be reduced.
Financial Instruments Reported at Fair Value
The Company has certain assets and liabilities that are required to be recorded at fair value on a recurring basis in accordance with GAAP. Financial instruments reported at fair value in the Companys consolidated financial statements include MSRs, MSR purchase commitments, loan commitments, forward sale commitments and loans held for sale.
The following table summarizes the levels in the fair value hierarchy into which the Companys financial instruments were categorized as of March 31, 2016 and December 31, 2015 ($ in thousands):
|
|
Fair Value as of March 31, 2016 |
| ||||||||||
|
|
Level I |
|
Level II |
|
Level III |
|
Total |
| ||||
Loans held for sale |
|
$ |
|
|
$ |
58,171 |
|
$ |
|
|
$ |
58,171 |
|
Mortgage servicing rights |
|
|
|
|
|
60,978 |
|
60,978 |
| ||||
Derivative assets: |
|
|
|
|
|
|
|
|
| ||||
Loan commitments |
|
|
|
|
|
9,554 |
|
9,554 |
| ||||
Derivative liabilities: |
|
|
|
|
|
|
|
|
| ||||
Forward sale commitments |
|
|
|
|
|
(6,725 |
) |
(6,725 |
) | ||||
|
|
Fair Value as of December 31, 2015 |
| ||||||||||
|
|
Level I |
|
Level II |
|
Level III |
|
Total |
| ||||
Loans held for sale |
|
$ |
|
|
$ |
30,612 |
|
$ |
|
|
$ |
30,612 |
|
Mortgage servicing rights |
|
|
|
|
|
61,800 |
|
61,800 |
| ||||
Derivative assets: |
|
|
|
|
|
|
|
|
| ||||
Loan commitments |
|
|
|
|
|
8,450 |
|
8,450 |
| ||||
Forward sale commitments |
|
|
|
|
|
25 |
|
25 |
| ||||
MSR purchase commitment |
|
|
|
|
|
330 |
|
330 |
| ||||
Derivative liabilities: |
|
|
|
|
|
|
|
|
| ||||
Forward sale commitments |
|
|
|
|
|
(1,868 |
) |
(1,868 |
) | ||||
There were no transfers between the levels as of March 31, 2016 and December 31, 2015. Transfers between levels are recognized based on the fair value of the financial instrument at the beginning of the period.
Loan commitments and forward sale commitments are valued based on a discounted cash flow model that incorporates changes in interest rates during the period. The MSRs and the MSR purchase commitment are valued based on discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. The loans held for sale are valued based on discounted cash flow models that incorporate quoted observable prices from market participants. The valuation of derivative instruments are determined using widely accepted valuation techniques, including market yield analyses and discounted cash flow analysis on the expected cash flows of each derivative.
The following table summarizes the significant unobservable inputs the Company used to value financial instruments categorized within Level III as of March 31, 2016 ($ in thousands):
|
|
|
|
|
|
Unobservable Input |
| |||||
|
|
Fair |
|
Primary |
|
|
|
|
|
Weighted |
| |
Asset Category |
|
Value |
|
Valuation Technique |
|
Input |
|
Range |
|
Average |
| |
Mortgage servicing rights |
|
$ |
60,978 |
|
Discounted cash flow |
|
Discount rate |
|
8 - 14% |
|
11.0% |
|
Loan commitments and forward sale commitments |
|
2,829 |
|
Discounted cash flow |
|
Discount rate |
|
8% |
|
8.0% |
| |
The following table summarizes the significant unobservable inputs the Company used to value financial instruments categorized within Level III as of December 31, 2015 ($ in thousands):
|
|
|
|
|
|
Unobservable Input |
| |||||
|
|
Fair |
|
Primary |
|
|
|
|
|
Weighted |
| |
Asset Category |
|
Value |
|
Valuation Technique |
|
Input |
|
Range |
|
Average |
| |
Mortgage servicing rights |
|
$ |
61,800 |
|
Discounted cash flow |
|
Discount rate |
|
8 - 14% |
|
11.1% |
|
Loan commitments and forward sale commitments |
|
6,607 |
|
Discounted cash flow |
|
Discount rate |
|
8 - 12% |
|
8.2% |
| |
MSR purchase commitment |
|
330 |
|
Discounted cash flow |
|
Discount rate |
|
8% |
|
8.0% |
| |
The tables above are not intended to be all-inclusive, but instead are intended to capture the significant unobservable inputs relevant to the Companys determination of fair values. Changes in market yields, discount rates or EBITDA multiples, each in isolation, may have changed the fair value of the financial instruments. Generally, an increase in market yields or discount rates or a decrease in EBITDA multiples may have resulted in a decrease in the fair value of the financial instruments.
The Companys management is responsible for the Companys fair value valuation policies, processes and procedures related to Level III financial instruments. The Companys management reports to the Companys Chief Financial Officer, who has final authority over the valuation of the Companys Level III financial instruments.
The following table summarizes the change in derivative assets and liabilities classified as Level III related to mortgage banking activities as of and for the three months ended March 31, 2016 and 2015 ($ in thousands):
Balance as of December 31, 2015 |
|
$ |
6,937 |
|
Settlements |
|
(9,438 |
) | |
Realized gains (losses) recorded in net income (1) |
|
2,501 |
| |
Unrealized gains (losses) recorded in net income (1) |
|
2,829 |
| |
Balance as of March 31, 2016 |
|
$ |
2,829 |
|
Balance as of December 31, 2014 |
|
$ |
1,670 |
|
Settlements |
|
(4,337 |
) | |
Realized gains (losses) recorded in net income (1) |
|
2,667 |
| |
Unrealized gains (losses) recorded in net income (1) |
|
4,719 |
| |
Balance as of March 31, 2015 |
|
$ |
4,719 |
|
(1) Realized and unrealized gains (losses) from derivatives are included within gains from mortgage banking activities in the consolidated statements of operations.
See Note 4 included in these consolidated financial statements for the changes in MSRs that are classified as Level III.
As of March 31, 2016 and December 31, 2015, the carrying values and fair values of the Companys financial assets and liabilities recorded at cost are as follows ($ in thousands):
|
|
|
|
As of |
| ||||||||||
|
|
|
|
March 31, 2016 |
|
December 31, 2015 |
| ||||||||
|
|
Level in Fair Value |
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
| ||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
| ||||
Loans held for investment |
|
3 |
|
$ |
1,209,800 |
|
$ |
1,216,328 |
|
$ |
1,174,391 |
|
$ |
1,180,421 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
| ||||
Secured funding agreements |
|
2 |
|
$ |
615,397 |
|
$ |
615,397 |
|
$ |
522,775 |
|
$ |
522,775 |
|
Warehouse lines of credit |
|
2 |
|
49,578 |
|
49,578 |
|
24,806 |
|
24,806 |
| ||||
Secured term loan |
|
2 |
|
69,978 |
|
75,000 |
|
69,762 |
|
75,000 |
| ||||
Commercial mortgage-backed securitization debt (consolidated VIE) |
|
3 |
|
28,406 |
|
28,406 |
|
61,815 |
|
61,856 |
| ||||
Collateralized loan obligation securitization debt (consolidated VIE) |
|
3 |
|
156,959 |
|
157,656 |
|
192,528 |
|
193,419 |
|
The carrying values of cash and cash equivalents, restricted cash, interest receivable, due to affiliate liability and accrued expenses approximate their fair values due to their short-term nature.
Loans held for investment are recorded at cost, net of unamortized loan fees and origination costs and net of an allowance for loan losses. The Company may record fair value adjustments on a nonrecurring basis when it has determined that it is necessary to record a specific reserve against a loan and the Company measures such specific reserve using the fair value of the loans collateral. To determine the fair value of the collateral, the Company may employ different approaches depending on the type of collateral. The Financing Agreements, CMBS debt and collateralized loan obligation (CLO) debt are recorded at outstanding principal, which is the Companys best estimate of the fair value.
13. RELATED PARTY TRANSACTIONS
Management Agreement
The Company is party to a Management Agreement under which ACREM, subject to the supervision and oversight of the Companys board of directors, is responsible for, among other duties, (a) performing all of the Companys day-to-day functions, (b) determining the Companys investment strategy and guidelines in conjunction with the Companys board of directors, (c) sourcing, analyzing and executing investments, asset sales and financing, and (d) performing portfolio management duties. In addition, ACREM has an Investment Committee that oversees compliance with the Companys investment strategy and guidelines, investment portfolio holdings and financing strategy.
In exchange for its services, ACREM is entitled to receive a base management fee, an incentive fee, expense reimbursements, grants of equity-based awards pursuant to the Companys 2012 Equity Incentive Plan and a termination fee, if applicable.
The base management fee is equal to 1.5% of the Companys stockholders equity per annum, which is calculated and payable quarterly in arrears in cash. For purposes of calculating the base management fee, stockholders equity means: (a) the sum of (i) the net proceeds from all issuances of the Companys equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus (ii) the Companys retained earnings at the end of the most recently completed fiscal quarter determined in accordance with GAAP (without taking into account any non-cash equity compensation expense incurred in current or prior periods); less (b) (x) any amount that the Company has paid to repurchase the Companys common stock since inception, (y) any unrealized gains and losses and other non-cash items that have impacted stockholders equity as reported in the Companys consolidated financial statements prepared in accordance with GAAP, and (z) one-time events pursuant to changes in GAAP, and certain non-cash items not otherwise described above, in
each case after discussions between ACREM and the Companys independent directors and approval by a majority of the Companys independent directors. As a result, the Companys stockholders equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders equity shown in the Companys consolidated financial statements.
The incentive fee is an amount, not less than zero, equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) the Companys Core Earnings (as defined below) for the previous 12-month period, and (B) the product of (1) the weighted average of the issue price per share of the Companys common stock of all of the Companys public offerings of common stock multiplied by the weighted average number of all shares of common stock outstanding including any restricted shares of the Companys common stock, restricted stock units or any shares of the Companys common stock not yet issued, but underlying other awards granted under the Companys 2012 Equity Incentive Plan (see Note 9 included in these consolidated financial statements) in the previous 12-month period, and (2) 8%; and (b) the sum of any incentive fees earned by ACREM with respect to the first three fiscal quarters of such previous 12-month period; provided, however, that no incentive fee is payable with respect to any fiscal quarter unless cumulative Core Earnings for the 12 most recently completed fiscal quarters is greater than zero. Core Earnings is a non-GAAP measure and is defined as GAAP net income (loss) computed in accordance with GAAP, excluding non-cash equity compensation expense, the incentive fee, depreciation and amortization (to the extent that any of the Companys target investments are structured as debt and the Company forecloses on any properties underlying such debt), any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss), and one-time events pursuant to changes in GAAP and certain non-cash charges after discussions between ACREM and the Companys independent directors and after approval by a majority of the Companys independent directors. No incentive fees were incurred for the three months ended March 31, 2016 and 2015.
The Company reimburses ACREM at cost for operating expenses that ACREM incurs on the Companys behalf, including expenses relating to legal, financial, accounting, servicing, due diligence and other services.
The Company will not reimburse ACREM for the salaries and other compensation of its personnel, except for the allocable share of the salaries and other compensation of the Companys (a) Chief Financial Officer, based on the percentage of his time spent on the Companys affairs and (b) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment professional personnel of ACREM or its affiliates who spend all or a portion of their time managing the Companys affairs based on the percentage of their time spent on the Companys affairs. The Company is also required to pay its pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of ACREM and its affiliates that are required for the Companys operations. The term of the Management Agreement ends on May 1, 2016, with automatic one-year renewal terms thereafter. Except under limited circumstances, upon a termination of the Management Agreement, the Company will pay ACREM a termination fee equal to three times the average annual base management fee and incentive fee received by ACREM during the 24-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination, each as described above.
Certain of the Companys subsidiaries, along with the Companys lenders under certain of the Companys Secured Funding Agreements, as well as under the CMBS and CLO have entered into various servicing agreements with ACREMs subsidiary servicer, Ares Commercial Real Estate Servicer LLC (ACRES), a Standard & Poors-rated commercial special servicer that is included on Standard & Poors Select Servicer List. Effective January 1, 2015, ACREM transferred primary servicing of the Companys loans held for investment to ACRE Capital. The Companys Manager will specially service, as needed, certain of the Companys investments. Effective May 1, 2012, ACRES agreed that no servicing fees pursuant to these servicing agreements would be charged to the Company or its subsidiaries by ACRES or the Manager for so long as the Management Agreement remains in effect, but that ACRES will continue to receive reimbursement for overhead related to servicing and operational activities pursuant to the terms of the Management Agreement.
Summarized below are the related party costs incurred by the Company, including ACRE Capital, for the three months ended March 31, 2016 and 2015 and amounts payable to the Companys Manager as of March 31, 2016 and December 31, 2015 ($ in thousands):
|
|
Incurred |
|
Payable |
| ||||||||
|
|
For the three months ended March 31, |
|
As of |
| ||||||||
|
|
2016 |
|
2015 |
|
March 31, 2016 |
|
December 31, 2015 |
| ||||
Affiliate Payments |
|
|
|
|
|
|
|
|
| ||||
Management fees |
|
$ |
1,499 |
|
$ |
1,476 |
|
$ |
1,499 |
|
$ |
1,501 |
|
General and administrative expenses |
|
1,028 |
|
1,065 |
|
1,028 |
|
919 |
| ||||
Direct costs |
|
375 |
|
407 |
|
144 |
|
238 |
| ||||
Total |
|
$ |
2,902 |
|
$ |
2,948 |
|
$ |
2,671 |
|
$ |
2,658 |
|
Credit Support Fee Agreement
In July 2014, the Company and certain of its subsidiaries entered into a Credit Support Fee Agreement with Ares Management under which the Company agreed to pay Ares Management a credit support fee in an amount equal to 1.50% per annum times the average amount of the loans outstanding under the July 2014 CNB Facility and to reimburse Ares Management for its out-of-pocket costs and expenses in connection with the transaction. During the three months ended March 31, 2016 and 2015, the Company incurred a credit support fee of $193 thousand and $275 thousand, respectively, under the July 2014 CNB Facility which is included within interest expense in the Companys consolidated statements of operations. See Note 5 included in these consolidated financial statements for more information on the July 2014 CNB Facility.
14. DIVIDENDS AND DISTRIBUTIONS
The following table summarizes the Companys dividends declared during the three months ended March 31, 2016 and 2015 ($ in thousands, except per share data):
Date declared |
|
Record date |
|
Payment date |
|
Per share |
|
Total |
| ||
March 1, 2016 |
|
March 31, 2016 |
|
April 15, 2016 |
|
$ |
0.26 |
|
$ |
7,429 |
|
Total cash dividends declared for the three months ended March 31, 2016 |
|
|
|
|
|
$ |
0.26 |
|
$ |
7,429 |
|
|
|
|
|
|
|
|
|
|
| ||
March 5, 2015 |
|
March 31, 2015 |
|
April 15, 2015 |
|
$ |
0.25 |
|
$ |
7,146 |
|
Total cash dividends declared for the three months ended March 31, 2015 |
|
|
|
|
|
$ |
0.25 |
|
$ |
7,146 |
|
15. VARIABLE INTEREST ENTITIES
Consolidated VIEs
As discussed in Note 2, the Company evaluates all of its investments and other interests in entities for consolidation, including its investments in: (a) the CMBS transaction and the Companys retained interests in the subordinated classes of the certificates issued by the Trust (as defined below) it initiated and (b) the CLO transaction and the Companys retained interests in the subordinated notes and preferred equity of the Issuer (as defined below) and (c) a preferred equity investment in an LLC entity (discussed below), all of which are generally considered to be variable interests in a VIE. The Trust and Issuer together are referred herein as the Companys Securitization VIEs.
CMBS Securitization
In connection with forming ACRE Commercial Mortgage Trust 2013-FL1 (the Trust), ACRC 2013-FL1 Depositor LLC (the Depositor), a wholly owned subsidiary of the Company, entered into a Pooling and Servicing Agreement dated as of November 1, 2013 (as amended on March 28, 2014, the Pooling and Servicing Agreement) with Wells Fargo as master servicer, ACRES as servicer, U.S. Bank National Association as trustee, and Trimont Real Estate Advisors Inc. as trust advisor. The Trust is treated for U.S. federal income tax purposes as a real estate mortgage investment conduit.
The Pooling and Servicing Agreement governs the issuance of approximately $493.8 million aggregate principal balance commercial mortgage pass through certificates in a CMBS effected by the Depositor. In connection with the securitization, the Depositor contributed a pool of 18 adjustable rate participation interests in commercial mortgage loans to the Trust. The commercial mortgage loans were originated by the Company or its subsidiaries and are secured by 27 commercial
properties. The certificates represent, in the aggregate, the entire beneficial ownership interest in, and the obligations of, the Trust.
In connection with the securitization, the Company offered and sold the following classes of certificates: Class A, Class B, Class C and Class D Certificates (collectively, the Offered Certificates) to third parties pursuant to an offering made privately in transactions exempt from the registration requirements of the Securities Act of 1933. As of March 31, 2016 and December 31, 2015, the aggregate principal balance of the Offered Certificates was approximately $28.4 million and $61.9 million, respectively. In addition, a wholly owned subsidiary of the Company retained approximately $98.8 million of the certificates. The Company, as the holder of the subordinated classes of the Trust, has the obligation to absorb losses of the Trust, since the Company has a first loss position in the capital structure of the Trust.
CLO Securitization
On August 15, 2014, ACRE Commercial Mortgage 2014-FL2 Ltd. (the Issuer) and ACRE Commercial Mortgage 2014-FL2 LLC (Co-Issuer), both wholly owned indirect subsidiaries of the Company, entered into an indenture with Wells Fargo as advancing agent and note administrator and Wilmington Trust, National Association as trustee, which governs the issuance of approximately $346.1 million principal balance secured floating rate notes (the Notes) and $32.7 million of preferred equity in the Issuer. For U.S. federal income tax purposes, the Issuer and Co-Issuer are disregarded entities.
The Notes are collateralized by interests in a pool of 15 mortgage assets having a total principal balance of $378.8 million (the Mortgage Assets) originated by a subsidiary of the Company. The sale of the Mortgage Assets to the Issuer is governed by a Mortgage Asset Purchase Agreement dated as of August 15, 2014, between ACRC Lender LLC and the Issuer. In connection with the securitization, the Issuer and Co-Issuer offered and sold the following classes of Notes: Class A, Class A-S, Class B, Class C and Class D Notes to third parties. A wholly owned subsidiary of the Company retained approximately $37.4 million of the most subordinate Notes and all of the preferred equity in the Issuer. The Company, as the holder of the subordinated Notes and all of the preferred equity in the Issuer, has the obligation to absorb losses of the CLO, since the Company has a first loss position in the capital structure of the CLO. As of March 31, 2016 and December 31, 2015, the aggregate principal balance of the Offered Notes was approximately $157.7 million and $193.4 million, respectively.
Summary of Securitization VIEs
As the directing holder of the CMBS and the CLO, the Company has the ability to direct activities that could significantly impact the Securitization VIEs economic performance. If an unrelated third party had the right to unilaterally remove the special servicer, then the Company would not have the power to direct activities that most significantly impact the Securitization VIEs economic performance. In addition, there are no substantive kick-out rights of any unrelated third party to remove the special servicer without cause. The Companys subsidiaries, as directing holders, have the ability to remove the special servicer without cause. Based on these factors, the Company is determined to be the primary beneficiary of these Securitization VIEs; thus, the Securitization VIEs are consolidated into the Companys consolidated financial statements.
ACRE Capital is designated as primary servicer and ACRES as special servicer of the CMBS and the CLO. ACRES has the power to direct activities during the loan workout process on defaulted and delinquent loans, which is the activity that most significantly impacts the Securitization VIEs economic performance. ACRE Capital and ACRES waive the servicing and special servicing fees and the Company pays its overhead costs, as with other servicing agreements.
The Securitization VIEs consolidated in accordance with FASB ASC Topic 810 are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate and note holders, as applicable. The assets and other instruments held by the Securitization VIEs are restricted and can only be used to fulfill the obligations of the Securitization VIEs. Additionally, the obligations of the Securitization VIEs do not have any recourse to the general credit of any other consolidated entities, nor to the Company as the primary beneficiary.
The inclusion of the assets and liabilities of Securitization VIEs of which the Company is deemed the primary beneficiary has no economic effect on the Company. The Companys exposure to the obligations of Securitization VIEs is generally limited to its investment in these entities. The Company is not obligated to provide, nor has it provided, any financial support for any of these consolidated structures. As such, the risk associated with the Companys involvement in these Securitization VIEs is limited to the carrying value of its investment in the entity. As of March 31, 2016 and December 31, 2015, the Companys maximum risk of loss was $168.8 million, which represents the carrying value of its investment in the Securitization VIEs. For the three months ended March 31, 2016 and 2015, the Company incurred interest expense related to
the Securitization VIEs of $1.4 million and $2.4 million, respectively, which is included within interest expense in the Companys consolidated statements of operations.
Investment in VIE
On December 19, 2014, the Company and third party institutional investors formed a limited liability company, ACRC KA, which acquired $170.0 million of preferred equity in a REIT whose assets were comprised of a portfolio of 22 multifamily, student housing, medical office and self-storage properties managed by its sponsor. The Companys investment in ACRC KA is considered to be an investment in a VIE. As of both March 31, 2016 and December 31, 2015, the Company owned a controlling financial interest of 51.0% of the equity shares in the VIE and the third party institutional investors owned the remaining 49.0%, a minority financial interest. The preferred equity shares are entitled to a preferred monthly return over the term of the investment at a fixed rate of 10.95% per annum.
ACREM is the non-member manager of the VIE. Based on the terms of the ACRC KA LLC agreement, ACREM has the ability to direct activities that could significantly impact the VIEs economic performance. There are no substantive kick-out rights held by the third party institutional investors to remove ACREM as the non-member manager without cause. As ACREM serves as the manager of the Company, the Company has the right to receive benefits from the VIE that could potentially be significant. As such, the Company is deemed to be the primary beneficiary of the VIE and the party that is most closely associated with the VIE. Thus, the VIE is consolidated into the Companys consolidated financial statements and the preferred equity interests owned by the third party institutional investors are reflected as a non-controlling interest held by third parties within the Companys consolidated balance sheets.