10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40993

Claros Mortgage Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)


Maryland	47-4074900
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
c/o Mack Real Estate Credit Strategies, L.P.
60 Columbus Circle, 20th Floor, New York, NY	10023
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 484-0050

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $0.01 par value per share

     CMTG

     New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 6, 2024, the registrant had 139,362,657 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	56
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3.	Defaults Upon Senior Securities	57
Item 4.	Mine Safety Disclosures	57
Item 5.	Other Information	57
Item 6.	Exhibits	58
Signatures		59

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Claros Mortgage Trust, Inc.

Consolidated Balance Sheets

(unaudited, in thousands, except share data)


	September 30, 2024			December 31, 2023
Assets
Cash and cash equivalents	$	113,920		$	187,301
Restricted cash		30,466			27,588
Loan principal payments held by servicer		-			11,000
Loans receivable held-for-investment		6,372,017			7,020,383
Less: current expected credit loss reserve		(229,268	)		(142,958	)
Loans receivable held-for-investment, net		6,142,749			6,877,425
Loans receivable held-for-sale		324,188			261,709
Equity method investment		42,360			42,474
Real estate owned, net		516,426			522,959
Other assets		137,964			138,905
Total assets	$	7,308,073		$	8,069,361

Liabilities and Equity
Repurchase agreements	$	3,451,001		$	3,805,678
Term participation facility		385,491			465,434
Loan participations sold, net		-			120,508
Notes payable, net		304,058			283,341
Secured term loan, net		710,477			712,576
Debt related to real estate owned, net		279,650			289,913
Other liabilities		41,157			47,368
Dividends payable		14,190			35,328
Management fee payable - affiliate		18,090			9,315
Total liabilities		5,204,114			5,769,461

Commitments and Contingencies - Note 14

Equity
Common stock, $0.01 par value, 500,000,000 shares authorized, 139,362,657 and 138,745,357 shares issued and 139,362,657 and 138,745,357 shares outstanding at September 30, 2024 and December 31, 2023, respectively		1,394			1,387
Additional paid-in capital		2,735,189			2,725,217
Accumulated deficit		(632,624	)		(426,704	)
Total equity		2,103,959			2,299,900
Total liabilities and equity	$	7,308,073		$	8,069,361

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Consolidated Statements of Operations

(unaudited, in thousands, except share and per share data)


	Three Months Ended						Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Revenue
Interest and related income	$	152,870		$	182,044		$	468,846		$	526,945
Less: interest and related expense		111,096			123,611			340,252			349,314
Net interest income		41,774			58,433			128,594			177,631
Revenue from real estate owned		23,103			22,120			59,595			52,949
Total net revenue		64,877			80,553			188,189			230,580

Expenses
Management fees - affiliate		9,079			9,541			27,300			28,838
Incentive fees - affiliate		-			-			-			1,558
General and administrative expenses		3,645			3,565			12,367			12,982
Stock-based compensation expense		4,972			4,369			13,324			12,130
Real estate owned:
Operating expenses		14,727			13,706			41,466			34,974
Interest expense		6,900			6,137			20,098			17,446
Depreciation and amortization		2,628			2,558			7,850			6,708
Total expenses		41,951			39,876			122,405			114,636

Gain on sale of loan		-			575			-			575
Proceeds from interest rate cap		198			1,691			1,291			4,369
Unrealized loss on interest rate cap		(287	)		(1,659	)		(1,379	)		(3,321	)
(Loss) income from equity method investment		(37	)		(33	)		(114	)		635
(Loss) gain on extinguishment of debt		(262	)		-			(3,505	)		2,217
Provision for current expected credit loss reserve		(78,756	)		(110,198	)		(182,644	)		(148,435	)

Net loss	$	(56,218	)	$	(68,947	)	$	(120,567	)	$	(28,016	)

Net loss per share of common stock:
Basic and diluted	$	(0.40	)	$	(0.50	)	$	(0.88	)	$	(0.22	)
Weighted average shares of common stock outstanding:
Basic and diluted		139,561,491			138,899,168			139,145,099			138,563,355

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity

(unaudited, in thousands, except share data)


	Common Stock				Additional Paid-In			Accumulated
	Shares		Par Value		Capital			Deficit			Total Equity
Balance at December 31, 2023		138,745,357	$	1,387	$	2,725,217		$	(426,704	)	$	2,299,900
Stock-based compensation expense		1,334		-		4,400			-			4,400
Dividends declared		-		-		-			(35,622	)		(35,622	)
Net loss		-		-		-			(52,795	)		(52,795	)
Balance at March 31, 2024		138,746,691	$	1,387	$	2,729,617		$	(515,121	)	$	2,215,883
Stock-based compensation expense		207,742		3		4,046			-			4,049
Payments for withholding taxes upon delivery of stock-based awards		-		-		(1,435	)		-			(1,435	)
Dividends declared		-		-		-			(35,541	)		(35,541	)
Net loss		-		-		-			(11,554	)		(11,554	)
Balance at June 30, 2024		138,954,433	$	1,390	$	2,732,228		$	(562,216	)	$	2,171,402
Stock-based compensation expense		408,224		4		5,015			-			5,019
Payments for withholding taxes upon delivery of stock-based awards		-		-		(2,054	)		-			(2,054	)
Dividends declared		-		-		-			(14,190	)		(14,190	)
Net loss		-		-		-			(56,218	)		(56,218	)
Balance at September 30, 2024		139,362,657	$	1,394	$	2,735,189		$	(632,624	)	$	2,103,959


	Common Stock				Additional Paid-In			Accumulated
	Shares		Par Value		Capital			Deficit			Total Equity
Balance at December 31, 2022		138,376,144	$	1,400	$	2,712,316		$	(257,245	)	$	2,456,471
Stock-based compensation expense		-		-		3,409			-			3,409
Dividends declared		-		-		-			(52,404	)		(52,404	)
Net income		-		-		-			36,678			36,678
Balance at March 31, 2023		138,376,144	$	1,400	$	2,715,725		$	(272,971	)	$	2,444,154
Stock-based compensation expense		9,760		-		4,443			-			4,443
Dividends declared		-		-		-			(52,424	)		(52,424	)
Net income		-		-		-			4,253			4,253
Balance at June 30, 2023		138,385,904	$	1,400	$	2,720,168		$	(321,142	)	$	2,400,426
Stock-based compensation expense		342,786		-		4,417			-			4,417
Payments for withholding taxes upon delivery of stock-based awards		-		-		(3,897	)		-			(3,897	)
Dividends declared		-		-		-			(35,330	)		(35,330	)
Net loss		-		-		-			(68,947	)		(68,947	)
Balance at September 30, 2023		138,728,690	$	1,400	$	2,720,688		$	(425,419	)	$	2,296,669

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended
	September 30, 2024			September 30, 2023
Cash flows from operating activities
Net loss	$	(120,567	)	$	(28,016	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Accretion of fees and discounts on loans receivable		(15,711	)		(17,943	)
Amortization of deferred financing costs		17,766			17,564
Non-cash stock-based compensation expense		13,461			12,269
Depreciation and amortization on real estate owned and in-place lease values		7,850			6,708
Amortization of above and below market lease values, net		1,062			354
Unrealized loss on interest rate cap		1,379			3,321
Loss (income) from equity method investment		114			(635	)
Loss (gain) on extinguishment of debt		3,505			(2,217	)
Gain on sale of loan		-			(575	)
Non-cash advances on loans receivable in lieu of interest		(30,536	)		(52,862	)
Non-cash advances on secured financings in lieu of interest		6,557			2,279
Repayment of non-cash advances on loans receivable in lieu of interest		21,042			23,111
Provision for current expected credit loss reserve		182,644			148,435
Changes in operating assets and liabilities:
Other assets		(27,593	)		(28,873	)
Other liabilities		(3,560	)		1,241
Management fee payable - affiliate		8,775			(326	)
Net cash provided by operating activities		66,188			83,835

Cash flows from investing activities
Loan originations, acquisitions and advances, net of fees		(440,139	)		(611,985	)
Advances on loans receivable held-for-sale		(2,320	)		-
Repayments of loans receivable		550,525			523,267
Proceeds from sales of loans receivable		435,645			187,440
Extension and exit fees received from loans receivable		3,789			1,704
Cash and restricted cash acquired from assignment-in-lieu of foreclosure of real estate owned		-			256
Payment of transaction costs from assignment-in-lieu of foreclosure of real estate owned		-			(7,024	)
Reserves and deposits held for loans receivable		(5	)		300
Capital expenditures on real estate owned		(716	)		(1,487	)
Net cash provided by investing activities		546,779			92,471

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended
	September 30, 2024			September 30, 2023
Cash flows from financing activities
Payments for withholding taxes upon delivery of stock-based awards		(3,489	)		(3,897	)
Dividends paid		(106,491	)		(156,829	)
Proceeds from secured financings		1,342,266			736,146
Payment of deferred financing costs		(13,937	)		(12,281	)
Purchase of interest rate cap		(508	)		-
Repayments of secured financings		(1,885,591	)		(732,024	)
Repayments of secured term loan		(5,720	)		(25,030	)
Repayments of debt related to real estate owned		(10,000	)		-
Net cash used in financing activities		(683,470	)		(193,915	)

Net decrease in cash, cash equivalents and restricted cash		(70,503	)		(17,609	)
Cash, cash equivalents and restricted cash, beginning of period		214,889			348,159
Cash, cash equivalents and restricted cash, end of period	$	144,386		$	330,550

Cash and cash equivalents, end of period	$	113,920		$	307,367
Restricted cash, end of period		30,466			23,183
Cash, cash equivalents and restricted cash, end of period	$	144,386		$	330,550

Supplemental disclosure of cash flow information:
Cash paid for interest	$	341,971		$	345,771
Supplemental disclosure of non-cash investing and financing activities:
Dividends accrued	$	14,190		$	35,330
Loan principal payments held by servicer	$	-		$	689
Accrued deferred financing costs	$	161		$	-
Accrued loan sale transaction costs	$	-		$	757
Real estate acquired in assignment-in-lieu of foreclosure	$	-		$	124,332
Lease intangibles, net acquired in assignment-in-lieu of foreclosure	$	-		$	20,080
Working capital acquired in assignment-in-lieu of foreclosure	$	-		$	(2,392	)
Settlement of loans receivable in assignment-in-lieu of foreclosure	$	-		$	(208,797	)

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Organization

Claros Mortgage Trust, Inc. (referred to throughout this report as the “Company,” “we,” “us” and “our”) is a Maryland Corporation formed on April 29, 2015 for the purpose of creating a diversified portfolio of income-producing loans collateralized by institutional quality commercial real estate. We commenced operations on August 25, 2015 (“Commencement of Operations”) and generally conduct our business through wholly-owned subsidiaries. Unless the context requires otherwise, any references to the Company refers to the Company and its consolidated subsidiaries. The Company is traded on the New York Stock Exchange, or NYSE, under the symbol “CMTG”.

We elected and intend to maintain our qualification to be taxed as a real estate investment trust (“REIT”) under the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), for U.S. federal income tax purposes. As such, we generally are not subject to U.S. federal income tax on that portion of our income that we distribute to stockholders. See Note 13 – Income Taxes for further detail.

We are externally managed by Claros REIT Management LP (the “Manager”), our affiliate, through a management agreement (the “Management Agreement”) pursuant to which our Manager provides a management team and other professionals who are responsible for implementing our business strategy, subject to the supervision of our board of directors (the “Board”). In exchange for its services, our Manager is entitled to management fees and, upon the achievement of required performance hurdles, incentive fees. See Note 11 – Related Party Transactions for further detail.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

These unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of our financial position, results of operations and cash flows have been included. Our results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year or any other future period.

We consolidate all entities that are controlled either through majority ownership or voting rights. We also identify entities for which control is achieved through means other than through voting rights (a variable interest entity or “VIE”) using the analysis as set forth in Accounting Standards Codification (“ASC”) 810, Consolidation of Variable Interest Entities, and determine when and which variable interest holder, if any, should consolidate the VIE. We do not have any consolidated variable interest entities as of September 30, 2024 and December 31, 2023. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates that are particularly susceptible to our judgment include, but are not limited to, the adequacy of our current expected credit loss reserve, the determination of the fair value of real estate assets acquired and liabilities assumed, and the impairment of certain assets.

Risks and Uncertainties

In the normal course of business, we primarily encounter two significant types of economic risk: credit and market. Credit risk is the risk of default on our loans receivable that results from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of the loans receivable due to changes in interest rates, spreads or other market factors, including risks that impact the value of the collateral underlying our loans. We believe that the carrying values of our loans receivable are reasonable taking into consideration these risks.

Current Expected Credit Losses

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

General CECL Reserve

Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by an equity interest in an entity that owns real estate. We consider key credit quality indicators in underwriting loans and estimating credit losses, including: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; our risk rating for the same and similar loans; and prior experience with the borrower/sponsor. This information is used to assess the financial and operating capability, experience and profitability of the borrower/sponsor. Ultimate repayment of our loans is sensitive to interest rate changes, general economic conditions, liquidity, LTV ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement financing.

We regularly evaluate on a loan-by-loan basis, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, the financial and operating capability of the borrower/sponsor, the financial strength of loan guarantors, if any, and the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management on at least a quarterly basis, utilizing various data sources, including, to the extent available, (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other relevant market data.

We arrive at our general CECL reserve using the Weighted Average Remaining Maturity, or WARM method, which is considered an acceptable loss-rate method for estimating CECL reserves by the Financial Accounting Standards Board (“FASB”). The application of the WARM method to estimate a general CECL reserve requires judgment, including the appropriate historical loan loss reference data, the expected timing and amount of future loan fundings and repayments, the current credit quality of our portfolio, and our expectations of performance and market conditions over the relevant time period.

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

To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage-backed securities database licensed by a third party, Trepp, LLC, which contains historical loss data from January 1, 1999 through September 30, 2024. We believe this CMBS data is the most relevant, available, and comparable dataset to our portfolio.

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

collateral location, loan type, structure, collateral cash flow volatility and other more subjective variables that include, but are not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions, borrower/sponsor financial stability, and borrower/sponsor exit plan. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, which gradings are defined as follows:

Very Low Risk

Low Risk

Medium Risk

High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss

Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss

Specific CECL Reserve

In certain circumstances, we may determine that a loan is no longer suited for the WARM method due to its unique risk characteristics or where we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent. We may instead elect to employ different methods to estimate credit losses that also conform to ASC 326 and related guidance. For such loans, we would separately measure the specific reserve for each loan by using the estimated fair value of the loan’s collateral. If the estimated fair value of the collateral is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve. Specific reserves are equal to the excess of a loan’s carrying value to the estimated fair value of the collateral, less estimated costs to sell, if recovery of our investment is expected from the sale of the collateral and such costs will reduce amounts recovered by us.

If we have determined that a loan, a portion of a loan, or accrued interest receivable previously recognized under our revenue recognition policy is uncollectible, we will write off the amount deemed uncollectible through an adjustment to our current expected credit loss reserve. Significant judgment is required in determining impairment and in estimating the resulting credit loss reserve, and actual losses, if any, could materially differ from those estimates.

See Note 3 - Loan Portfolio - Current Expected Credit Losses for further detail.

Recent Accounting Guidance

The FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The standard provides improvements to income tax disclosure requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 is not expected to have a material impact on our consolidated financial statements.

The FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The standard provides improvements to reportable segment disclosure requirements for annual and interim reporting, primarily through enhanced disclosures about significant segment expenses. The standard is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 is not expected to have a material impact on our consolidated financial statements.

Note 3. Loan Portfolio

Loans Receivable

Our loan receivable held-for-investment portfolio as of September 30, 2024 was comprised of the following loans ($ in thousands, except for number of loans):


	Number of Loans	Loan Commitment(1)		Unpaid Principal Balance		Carrying Value (2)			Weighted Average Spread(3)		Weighted Average Interest Rate(4)
Loans receivable held-for-investment:
Variable:
Senior loans(5)	53	$	6,836,841	$	6,252,668	$	6,129,070			+ 3.66%		7.78	%
	53		6,836,841		6,252,668		6,129,070			+ 3.66%		7.78	%
Fixed:
Senior loans(5)	2	$	6,339	$	6,339	$	6,558		N/A			8.87	%
Subordinate loans	2		125,886		125,886		124,863		N/A			8.44	%
	4		132,225		132,225		131,421					8.46	%
Total/Weighted Average	57	$	6,969,066	$	6,384,893	$	6,260,491		N/A			7.79	%
General CECL reserve							(117,742	)
Loans receivable held-for-investment, net						$	6,142,749

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserves of $111.5 million.

(3)

The weighted average spread is expressed as a spread over the relevant floating benchmark rates. One-month term Secured Overnight Financing Rate (“SOFR”) as of September 30, 2024 was 4.85%. Weighted average is based on outstanding principal as of September 30, 2024. For loans placed on non-accrual, the spread used in calculating the weighted average spread is 0%.

(4)

Reflects the weighted average interest rate based on the applicable floating benchmark rate (if applicable), including SOFR floors (if applicable). Weighted average is based on outstanding principal as of September 30, 2024 and includes loans on non-accrual status. For loans placed on non-accrual, the spread used in calculating the weighted average interest rate is 0%.

(5)

Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans (if any), and pari passu participations in senior mortgage loans.

Our loans receivable held-for-investment portfolio as of December 31, 2023 was comprised of the following loans ($ in thousands, except for number of loans):


	Number of Loans	Loan Commitment(1)		Unpaid Principal Balance		Carrying Value (2)			Weighted Average Spread(3)		Weighted Average Interest Rate(4)
Loans receivable held-for-investment:
Variable:
Senior loans(5)	60	$	7,952,806	$	6,875,894	$	6,779,899			+ 3.87%		8.67	%
Subordinate loans	1		30,200		30,200		30,313			+ 12.86%		18.21	%
	61		7,983,006		6,906,094		6,810,212			+ 3.91%		8.71	%
Fixed:
Senior loans(5)	2	$	12,544	$	12,544	$	12,767		N/A			8.49	%
Subordinate loans	2		125,886		125,886		124,817		N/A			8.44	%
	4		138,430		138,430		137,584					8.44	%
Total/Weighted Average	65	$	8,121,436	$	7,044,524	$	6,947,796		N/A			8.70	%
General CECL reserve							(70,371	)
Loans receivable held-for-investment, net						$	6,877,425

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserves of $72.6 million.

(3)

The weighted average is expressed as a spread over the relevant floating benchmark rates. SOFR as of December 31, 2023 was 5.35%. Weighted average is based on unpaid principal balance as of December 31, 2023. For loans placed on non-accrual, the spread used in calculating the weighted average spread is 0%.

(4)

Reflects the weighted average interest rate based on the applicable floating benchmark rate (if applicable), including SOFR floors (if applicable). Weighted average is based on unpaid principal balance as of December 31, 2023 and includes loans on non-accrual status. For loans placed on non-accrual, the interest rate used in calculating the weighted average interest rate is 0%.

(5)

Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans (if any), and pari passu participations in senior mortgage loans.

Activity relating to our loans receivable held-for-investment portfolio for the nine months ended September 30, 2024 ($ in thousands):


	Unpaid Principal Balance			Deferred Fees and Discounts			Specific CECL Reserve			Carrying Value (1)
Balance at December 31, 2023	$	7,044,524		$	(24,141	)	$	(72,587	)	$	6,947,796
Loan receivable acquired in connection with a full loan repayment		100,007			(2,278	)		-			97,729
Advances on existing loans		342,410			-			-			342,410
Non-cash advances in lieu of interest		30,536			-			-			30,536
Origination fees, discounts, extension fees and exit fees		-			(3,447	)		-			(3,447	)
Repayments of loans receivable		(539,525	)		-			-			(539,525	)
Repayments of non-cash advances in lieu of interest		(21,042	)		-			-			(21,042	)
Accretion of fees and discounts		-			15,711			-			15,711
Provision for specific CECL reserve		-			-			(113,873	)		(113,873	)
Transfer to loans held-for-sale		(572,017	)		1,279			74,373			(496,365	)
Principal charge-offs		-			-			561			561
Balance at September 30, 2024	$	6,384,893		$	(12,876	)	$	(111,526	)	$	6,260,491
General CECL reserve											(117,742	)
Carrying Value										$	6,142,749

(1)

Balance at December 31, 2023 does not include general CECL reserve.

During the three months ended September 30, 2024, we received the full repayment of a risk rated 4 office loan with an unpaid principal balance of $122.5 million. In connection with this repayment, we received cash proceeds of $25.1 million and acquired a loan receivable with a total unpaid principal balance of $100.0 million secured by a retail and entertainment property located in New Jersey and other forms of credit support.

Sales of Loans Receivable

As of September 30, 2024 and December 31, 2023, and during the nine months ended September 30, 2024, we reclassified the following loans to held-for-sale ($ in thousands):


Property Type	Location	Loan Commitment		Unpaid Principal Balance		Carrying Value Before Principal Charge-Off		Principal Charge-Off			Held-For-Sale Carrying Value		Risk Rating (1)
For Sale Condo (2) (4)	CA	$	247,260	$	210,771	$	210,771	$	(28,107	)	$	182,664	4
Multifamily (2) (5)	CO		115,000		115,000		115,173		(3,698	)		111,475	3
Land (2) (5)	FL		30,200		30,200		30,351		(302	)		30,049	3
Multifamily (6)	CA		260,899		216,045		214,443		(42,827	)		171,616	4
For Sale Condo (3)	FL		160,000		158,180		157,346		-			157,346	2
Multifamily (3)	FL		77,115		76,580		76,275		-			76,275	3
Mixed-Use (3) (7)	FL		141,791		36,773		35,556		(7,468	)		28,088	3

(1)

Reflects risk rating of the loan receivable prior to reclassification to held-for-sale.

(2)

Loan classified as held-for-sale as of September 30, 2024.

(3)

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

(4)

Upon reclassification to held-for-sale, we recognized an additional $23.2 million charge-off of accrued interest receivable. The cumulative charge-offs were attributable to the delinquency of the loan and its $36.5 million of remaining unfunded commitments.

(5)

Loan sold in October 2024.

(6)

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

(7)

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

During the three months ended September 30, 2023, we sold a senior loan collateralized by a portfolio of multifamily properties located in San Francisco, CA. We obtained a true-sale-at-law opinion and determined the transaction constituted a sale. Concurrent with the sale, we entered into an agreement with the transferee which provides for a share of cash flows from the senior

loan upon the transferee meeting certain financial metrics. As of September 30, 2024, we have not recognized any value to this interest on our consolidated financial statements.

Modifications of Loans Receivable Held-for-Investment

During the three months ended September 30, 2024, we modified a mixed-use loan receivable with an unpaid principal balance of $75.5 million, resulting in a $7.2 million principal repayment and the remaining $68.3 million principal being bifurcated into a $30.0 million loan secured by a retail property and a $38.3 million unsecured personal loan, both of which are accompanied by credit support.

During the three months ended December 31, 2023, we modified a loan with a borrower that was experiencing financial difficulties, resulting in a maturity extension to June 10, 2024. As of September 30, 2024, the loan had total commitments and an amortized cost basis of $78.6 million, represents approximately 1.3% of total loans receivable held-for-investment, based on carrying value net of any specific CECL reserves, is current on interest payments, is in maturity default, and is risk rated 4. The loan is considered in determining our general CECL reserve.

During the three months ended June 30, 2022, we modified a loan with a borrower that was experiencing financial difficulties, resulting in a decrease in the index rate floor from 1.57% to 1.00% and modified extension requirements. During the year ended December 31, 2023, we further modified this loan to provide for an initial maturity extension to September 18, 2023. As of September 30, 2024, the loan had total commitments and an amortized cost basis of $87.8 million, represents approximately 1.4% of total loans receivable held-for-investment, based on carrying value net of any specific CECL reserves, is current on interest payments, is in maturity default, and is risk rated 4. The loan is considered in determining our general CECL reserve.

Concentration of Risk

The following table presents our loans receivable held-for-investment by loan type, as well as property type and geographic location of the properties collateralizing these loans as of September 30, 2024 and December 31, 2023 ($ in thousands):


	September 30, 2024						December 31, 2023
Loan Type	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
Senior loans (3)	$	6,135,628			98	%	$	6,792,666			98	%
Subordinate loans		124,863			2	%		155,130			2	%
	$	6,260,491			100	%	$	6,947,796			100	%
General CECL reserve		(117,742	)					(70,371	)
	$	6,142,749					$	6,877,425

Property Type	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
Multifamily	$	2,615,355			42	%	$	2,829,436			41	%
Hospitality		1,231,157			20	%		1,339,067			19	%
Office		853,328			14	%		961,744			14	%
Mixed-Use (4)		536,886			8	%		596,919			9	%
Other		530,320			8	%		482,582			7	%
Land		488,538			8	%		518,252			7	%
For Sale Condo		4,907			0	%		219,796			3	%
	$	6,260,491			100	%	$	6,947,796			100	%
General CECL reserve		(117,742	)					(70,371	)
	$	6,142,749					$	6,877,425

Geographic Location	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
United States
West	$	2,037,469			33	%	$	2,518,716			35	%
Northeast		1,588,299			25	%		1,861,239			27	%
Mid Atlantic		788,734			12	%		761,588			11	%
Southeast		722,856			11	%		735,011			11	%
Southwest		597,702			10	%		592,324			9	%
Midwest		485,435			8	%		477,019			7	%
Other		39,996			1	%		1,899			0	%
	$	6,260,491			100	%	$	6,947,796			100	%
General CECL reserve		(117,742	)					(70,371	)
	$	6,142,749					$	6,877,425

(1)

Net of specific CECL reserves of $111.5 million at September 30, 2024.

(2)

Net of specific CECL reserves of $72.6 million at December 31, 2023.

(3)

Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage loans.

(4)

At September 30, 2024, mixed-use comprises of 3% office, 3% multifamily, 1% retail, 1% hospitality, and immaterial amounts of for sale condo. At December 31, 2023, mixed-use comprises of 3% office, 2% retail, 2% multifamily, 1% hospitality, and immaterial amounts of for sale condo.

Interest Income and Accretion

The following table summarizes our interest and accretion income from our loan portfolio and interest on cash balances for the three and nine months ended September 30, 2024 and 2023, respectively ($ in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Coupon interest	$	144,500	$	171,873	$	445,826	$	499,507
Interest on cash, cash equivalents, and other income		1,619		2,814		7,309		9,495
Accretion of fees and discounts		6,751		7,357		15,711		17,943
Total interest and related income(1)	$	152,870	$	182,044	$	468,846	$	526,945

(1)

For the three months ended September 30, 2024 and 2023, we recognized $2.7 million and $1.3 million of default interest, late fees, pre-payment penalties, and/or accelerated fees following repayments prior to maturity. For the nine months ended September 30, 2024 and 2023, we recognized $4.0 million and $1.6 million, respectively, in default interest, late fees, pre-payment penalties, and/or accelerated fees following repayments prior to maturity.

Loan Risk Ratings

As further described in Note 2 – Summary of Significant Accounting Policies, we evaluate the credit quality of our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan and assign a risk rating based on several factors, including, but not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type, structure, collateral cash flow volatility and other more subjective variables that include, but are not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions, borrower/sponsor financial stability, and borrower/sponsor exit plan. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the current market conditions, we may consider certain previously mentioned factors more or less relevant than others. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 – Summary of Significant Accounting Policies.

The following tables allocate the principal balance and carrying value of our loans receivable held-for-investment based on our internal risk ratings as of September 30, 2024 and December 31, 2023 ($ in thousands):


September 30, 2024
Risk Rating	Number of Loans	Unpaid Principal Balance		Carrying Value (1)			% of Total of Carrying Value
1	-	$	-	$	-		0%
2	-		-		-		0%
3	34		3,942,083		3,933,506		63%
4	15		1,921,006		1,918,234		30%
5	8		521,804		408,751		7%
	57	$	6,384,893	$	6,260,491		100%
General CECL reserve					(117,742	)
				$	6,142,749

(1)

Net of specific CECL reserves of $111.5 million.


December 31, 2023
Risk Rating	Number of Loans	Unpaid Principal Balance		Carrying Value (1)			% of Total of Carrying Value
1	-	$	-	$	-		0%
2	-		-		-		0%
3	45		5,169,731		5,148,188		74%
4	15		1,536,748		1,534,829		22%
5	5		338,045		264,779		4%
	65	$	7,044,524	$	6,947,796		100%
General CECL reserve					(70,371	)
				$	6,877,425

(1)

Net of specific CECL reserves of $72.6 million.

As of September 30, 2024 and December 31, 2023, the average risk rating of our portfolio was 3.5 and 3.3, respectively, weighted by unpaid principal balance.

The following table presents the carrying value and significant characteristics of our loans receivable held-for-investment on non-accrual status as of September 30, 2024 ($ in thousands):


Property Type	Location	Risk Rating	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve			Net Carrying Value		Interest Recognition Method / as of Date
Land	VA	5	$	152,261	$	152,261	$	(32,161	)	$	120,100	Cost Recovery/ 1/1/2023
Office(1)	CA	5		111,542		111,263		(20,063	)		91,200	Cost Recovery/ 4/1/2023
Multifamily	NV	5		96,529		96,082		(16,682	)		79,400	Cash Basis/ 1/1/2024
Office(2)	GA	5		69,492		69,094		(28,894	)		40,200	Cost Recovery/ 9/1/2023
Multifamily	AZ	5		50,164		49,957		(7,157	)		42,800	Cash Basis/ 1/1/2024
Multifamily	TX	5		39,279		39,085		(5,685	)		33,400	Cash Basis/ 1/1/2024
Other(3)	Other	5		1,651		1,651		-			1,651	Cost Recovery/ 7/1/2020
Other	NY	5		886		884		(884	)		-	Cost Recovery/ 6/30/2023
Total risk rated 5 loans				521,804		520,277		(111,526	)		408,751
Multifamily	TX	4		136,355		135,840		-			135,840	Cash Basis/ 7/1/2024
Office(4)	CA	4		96,214		95,827		-			95,827	Cost Recovery/ 9/1/2023
Land	NY	4		87,741		88,166		-			88,166	Cash Basis/ 4/1/2024
Land	NY	4		67,000		67,000		-			67,000	Cash Basis/ 11/1/2021
Multifamily	TX	4		24,865		24,804		-			24,804	Cash Basis/ 7/1/2024
Total risk rated 4 loans				412,175		411,637		-			411,637
Total non-accrual (5)			$	933,979	$	931,914	$	(111,526	)	$	820,388

(1)

During the three months ended September 30, 2024, cost recovery proceeds of $0.9 million were received for this loan while on non-accrual status.

(2)

During the three months ended September 30, 2024, cost recovery proceeds of $2.0 million were received for this loan while on non-accrual status.

(3)

During the three months ended September 30, 2024, cost recovery proceeds of $0.2 million were received for this loan while on non-accrual status.

(4)

During the three months ended September 30, 2024, cost recovery proceeds of $2.0 million were received for this loan while on non-accrual status.

(5)

Loans classified as non-accrual represented 13.1% of the total loans receivable held-for-investment at September 30, 2024, based on carrying value net of any specific CECL reserves. Excludes four loans with an aggregate carrying value of $394.8 million that are in maturity default but remain on accrual status as the borrower is either current on interest payments or interest is deemed collectible based on the underlying collateral value. Additionally, as of September 30, 2024, we have two loans with an aggregate carrying value of $520.0 million that are delinquent on interest payments but remain on accrual status as the interest is deemed collectible based on the underlying collateral value.

The following table presents the carrying value and significant characteristics of our loans receivable held-for-investment on non-accrual status as of December 31, 2023 ($ in thousands):


Property Type	Location	Risk Rating	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve			Net Carrying Value		Interest Recognition Method / as of Date
Land	VA	5	$	151,326	$	151,326	$	(31,226	)	$	120,100	Cost recovery/ 1/1/2023
Office(1)	CA	5		112,442		112,163		(20,523	)		91,640	Cash basis/ 4/1/2023
Office	GA	5		71,492		71,094		(19,954	)		51,140	Cost recovery/ 9/1/2023
Other (2)	Other	5		1,899		1,899		-			1,899	Cost recovery/ 7/1/2020
Other	NY	5		886		884		(884	)		-	Cost recovery/ 6/30/2023
Total risk rated 5 loans				338,045		337,366		(72,587	)		264,779
Multifamily(3)	CA	4		214,479		212,877		-			212,877	Cost recovery/ 10/1/2023
Office	CA	4		98,214		97,827		-			97,827	Cost recovery/ 9/1/2023
Land	NY	4		67,000		67,000		-			67,000	Cash basis/ 11/1/2021
Total risk rated 4 loans				379,693		377,704		-			377,704
Total non-accrual (4)			$	717,738	$	715,070	$	(72,587	)	$	642,483

(1)

During the year ended December 31, 2023, interest income of $0.3 million was recognized on a cash basis for this loan while on non-accrual status.

(2)

During the year ended December 31, 2023, cost recovery proceeds of $1.6 million were received for this loan while on non-accrual status.

(3)

This loan was sold in April 2024. During the year ended December 31, 2023, cost recovery proceeds of $0.4 million were received for this loan while on non-accrual status.

(4)

Loans classified as non-accrual represented 9.2% of the total loans receivable held-for-investment at December 31, 2023, based on carrying value net of any specific CECL reserves. Excludes four loans with an aggregate carrying value of $490.2 million that are in maturity default but remain on accrual status as the borrower is either current on interest payments or interest is deemed collectible based on the underlying collateral value. Additionally, as of December 31, 2023, we have one loan with an aggregate carrying value of $78.4 million that is delinquent on interest payments but remains on accrual status as the interest is deemed collectible based on the underlying collateral value.

Current Expected Credit Losses

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

The following table illustrates the changes in the current expected credit loss reserve for our loans receivable held-for-investment for the nine months ended September 30, 2024 and 2023, respectively ($ in thousands):


	Specific CECL Reserve									General CECL Reserve
	Loans Receivable Held-for-Investment			Accrued Interest Receivable (1)			Total Specific CECL Reserve			Loans Receivable Held-for-Investment			Unfunded Loan Commitments (1)			Total General CECL Reserve			Total CECL Reserve
Total reserve, December 31, 2022	$	60,300		$	-		$	60,300		$	68,347		$	17,715		$	86,062		$	146,362
Reversal		-			-			-			(1,021	)		(2,218	)		(3,239	)		(3,239	)
Total reserve, March 31, 2023	$	60,300		$	-		$	60,300		$	67,326		$	15,497		$	82,823		$	143,123
Provision (reversal)		44,588			-			44,588			(1,628	)		(1,485	)		(3,113	)		41,475
Charge-offs		(66,935	)		-			(66,935	)		-			-			-			(66,935	)
Total reserve, June 30, 2023	$	37,953		$	-		$	37,953		$	65,698		$	14,012		$	79,710		$	117,663
Provision (reversal)		106,949			-			106,949			4,044			(793	)		3,251			110,200
Charge-offs		(72,958	)		-			(72,958	)		-			-			-			(72,958	)
Total reserve, September 30, 2023	$	71,944		$	-		$	71,944		$	69,742		$	13,219		$	82,961		$	154,905

Total reserve, December 31, 2023	$	72,587		$	-		$	72,587		$	70,371		$	9,726		$	80,097		$	152,684
Provision (reversal)		47,285			-			47,285			23,358			(683	)		22,675			69,960
Charge-offs		(42,266	)		-			(42,266	)		-			-			-			(42,266	)
Total reserve, March 31, 2024	$	77,606		$	-		$	77,606		$	93,729		$	9,043		$	102,772		$	180,378
Provision		1,232			-			1,232			31,750			946			32,696			33,928
Charge-offs		(561	)		-			(561	)		-			-			-			(561	)
Total reserve, June 30, 2024	$	78,277		$	-		$	78,277		$	125,479		$	9,989		$	135,468		$	213,745
Provision (reversal)		65,356			23,245			88,601			(7,737	)		(2,108	)		(9,845	)		78,756
Charge-offs		(32,107	)		(23,245	)		(55,352	)		-			-			-			(55,352	)
Total reserve, September 30, 2024	$	111,526		$	-		$	111,526		$	117,742		$	7,881		$	125,623		$	237,149
Reserve at September 30, 2024 (2)								1.7	%								2.0	%		3.7	%

(1)

CECL reserve for unfunded commitments is included in other liabilities on the consolidated balance sheets. CECL reserve for accrued interest receivable, if any, is included in other assets on the consolidated balance sheets.

(2)

Represents CECL reserve as a percent of total unpaid principal balance of loans receivable held-for-investment. As of September 30, 2024, specific CECL reserves approximated 21.4% of unpaid principal balance of loans with specific CECL reserves. As of September 30, 2024, general CECL reserves approximated 2.1% of unpaid principal balance of loans subject to the general CECL reserve.

During the nine months ended September 30, 2023, we recorded a provision for current expected credit losses of $148.4 million, which included a $151.5 million increase in our specific CECL reserve prior to a principal charge-off and a reversal of $3.1 million of general CECL reserves. This reversal of general CECL reserves was primarily attributable to the seasoning of our loan portfolio and a reduction in the size of our loan portfolio, offset by deteriorating macroeconomic conditions. As of September 30, 2023, our total current expected credit loss reserve was $154.9 million.

Specific CECL Reserves

In certain circumstances, we may determine that a loan is no longer suited for the WARM method as we have deemed the borrower to be experiencing financial difficulty and the repayment of the loan’s principal is collateral dependent. The following table presents a summary of our loans receivable held-for-investment with specific CECL reserves as of September 30, 2024 ($ in thousands):


Property Type	Location	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve		Net Carrying Value
Land (1)	VA	$	152,261	$	152,261	$	32,161	$	120,100
Office (2)	CA		111,542		111,263		20,063		91,200
Multifamily (3)	NV		96,529		96,082		16,682		79,400
Office (4)	GA		69,492		69,094		28,894		40,200
Multifamily (5)	AZ		50,164		49,957		7,157		42,800
Multifamily (6)	TX		39,279		39,085		5,685		33,400
Other (7)	NY		886		884		884		-
Total		$	520,153	$	518,626	$	111,526	$	407,100

(1)

During the nine months ended September 30, 2024, we recorded additional specific CECL reserves totaling $0.9 million as a result of protective advances made. Effective January 1, 2023, this loan was placed on non-accrual status. As of September 30, 2024, this loan is in maturity default.

(2)

During the nine months ended September 30, 2024, we reversed our specific CECL reserve by $0.4 million based on changes to the collateral value, offset by cost recovery proceeds received. Effective April 1, 2023, this loan was placed on non-accrual status. As of September 30, 2024, this loan is in maturity default.

(3)

As of September 30, 2024, we recognized a specific CECL reserve of $16.7 million. Effective January 1, 2024, this loan was placed on non-accrual status.

(4)

During the nine months ended September 30, 2024, we recorded additional specific CECL reserves totaling $8.9 million based on changes to the collateral value, offset by cost recovery proceeds received. Effective September 1, 2023, this loan was placed on non-accrual status. As of September 30, 2024, this loan is in maturity default.

(5)

As of September 30, 2024, we recognized a specific CECL reserve of $7.2 million. Effective January 1, 2024, this loan was placed on non-accrual status.

(6)

As of September 30, 2024, we recognized a specific CECL reserve of $5.7 million. Effective January 1, 2024, this loan was placed on non-accrual status.

(7)

Effective June 30, 2023, the loan was placed on non-accrual status. As of September 30, 2024, this loan is in maturity default.

Fair market values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair market values used to determine specific CECL reserves as of September 30, 2024 include assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates ranging from 6.0% to 9.5%, and market and terminal capitalization rates ranging from 5.25% to 8.25%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, recent and projected property cash flows, and anticipated real estate and capital market conditions.

Our primary credit quality indicator is our internal risk rating, which is further discussed above. The following table presents the carrying value of our loans receivable held-for-investment as of September 30, 2024 by year of origination and risk rating, and principal charge-offs recognized during the nine months ended September 30, 2024 ($ in thousands):


Carrying Value by Origination Year as of September 30, 2024
Risk Rating	Number of Loans	Carrying Value (1)		2024 (3)		2023		2022		2021		2020		2019		2018
1	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
2	-		-		-		-		-		-		-		-		-
3	34		3,933,506		98,303		101,196		1,530,442		968,021		-		800,835		434,709
4	15		1,918,234		-		-		682,227		571,369		87,750		410,170		166,718
5	8		408,751		-		-		155,600		40,200		91,200		1,651		120,100
	57	$	6,260,491	$	98,303	$	101,196	$	2,368,269	$	1,579,590	$	178,950	$	1,212,656	$	721,527
Principal Charge-offs (2)		$	-	$	-	$	-	$	46,525	$	302	$	-	$	28,107	$	-

(1)

Net of specific CECL reserves of $111.5 million.

(2)

Principal charge-off of $46.5 million comprised of a principal charge-off of $42.8 million recognized in connection with the sale of a senior loan in April 2024 and a principal charge-off of $3.7 million recognized in connection with the sale of a senior loan in October 2024. Principal charge-off of $0.3 million recognized in connection with the sale of a subordinate loan in October 2024. Principal charge-off of $28.1 million recognized in connection with the anticipated sale of a senior loan.

(3)

Reflects a loan receivable acquired in connection with a full loan repayment during the three months ended September 30, 2024.

The following table details overall statistics for our loans receivable held-for-investment:


	September 30, 2024			December 31, 2023
Weighted average yield to maturity(1)		8.4	%		9.1	%
Weighted average term to initial maturity	0.8 years			1.2 years
Weighted average term to fully extended maturity(2)	2.1 years			2.6 years

(1)

Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of September 30, 2024 and December 31, 2023. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.

(2)

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

Note 4. Equity Method Investment

As of September 30, 2024 and December 31, 2023, we hold a 51% interest in CMTG/TT Mortgage REIT LLC (“CMTG/TT”). We are not deemed to be the primary beneficiary of CMTG/TT in accordance with ASC 810, therefore we do not consolidate this joint venture. During its active investment period, CMTG/TT originated loans collateralized by institutional quality commercial real estate. As of September 30, 2024, the sole remaining loan held by CMTG/TT had an unpaid principal balance of $78.5 million and was placed on non-accrual status effective April 1, 2023. As of September 30, 2024, the carrying value of our 51% equity interest in CMTG/TT approximated $42.4 million.

At each reporting period, we assess whether there are any indicators of other-than-temporary impairment of our equity investment. There were no other than temporary impairments of our equity method investment through September 30, 2024.

Note 5. Real Estate Owned

The following table presents detail related to our hotel portfolio and mixed-use real estate owned, net as of September 30, 2024 and December 31, 2023 ($ in thousands):


	September 30, 2024			December 31, 2023
Land	$	235,998		$	235,998
Building		295,651			295,651
Capital improvements		5,152			4,436
Tenant improvements		4,414			4,414
Furniture, fixtures and equipment		6,500			6,500
Real estate owned		547,715			546,999
Less: accumulated depreciation		(31,289	)		(24,040	)
Real estate owned, net	$	516,426		$	522,959

Depreciation expense related to our hotel portfolio and mixed-use real estate owned for the three months ended September 30, 2024 and 2023 was $2.4 million and $2.4 million, respectively. Depreciation expense related to our hotel portfolio and mixed-use real estate owned for the nine months ended September 30, 2024 and 2023 was $7.2 million and $6.5 million, respectively. At each reporting period, we assess whether there are any indicators of impairment of our real estate owned assets. There were no impairments of our real estate owned assets through September 30, 2024.

The following table presents additional detail related to the revenues and operating expenses of our real estate owned properties ($ in thousands):


	Three Months Ended						Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Revenue
Hotel portfolio	$	21,250		$	20,777		$	53,995		$	51,606
Mixed-Use property fixed rents		1,985			1,663			6,157			1,663
Mixed-Use property straight-line rent adjustment		32			(102	)		95			(102	)
Mixed-Use property variable rents		190			136			410			136
Mixed-Use property amortization of above and below market leases, net		(354	)		(354	)		(1,062	)		(354	)
Total revenue from real estate owned	$	23,103		$	22,120		$	59,595		$	52,949

Operating expenses
Hotel portfolio	$	13,189		$	12,625		$	37,458		$	33,893
Mixed-Use property		1,538			1,081			4,008			1,081
Total operating expenses from real estate owned	$	14,727		$	13,706		$	41,466		$	34,974

Leases

We have non-cancelable operating leases for space in our mixed-use property. These leases provide for fixed rent payments, which we recognize on a straight-line basis, and variable rent payments, including reimbursement of certain operating expenses and miscellaneous fees, which we recognize when earned. As of September 30, 2024, the future minimum fixed rents under our non-cancellable leases for each of the next five years and thereafter are as follows ($ in thousands):


Year	Amount
2024 (1)	$	2,078
2025		8,383
2026		8,415
2027		8,432
2028		8,323
Thereafter		27,462
Total	$	63,093

(1)

Contractual lease payments due for the remaining three months of 2024.

Lease Intangibles

Upon acquisition of our mixed-use property on June 30, 2023, $20.1 million of the purchase price was allocated to lease related intangible assets including $4.8 million to in-place lease values, $17.9 million to above market lease values, $4.2 million to below market lease values, and $1.6 million to other lease related values.

As of September 30, 2024 and December 31, 2023, our lease intangibles are comprised of the following ($ in thousands):


Intangible	September 30, 2024			December 31, 2023
In-place, above market, and other lease values	$	24,289		$	24,289
Less: accumulated amortization		(3,240	)		(1,296	)
In-place, above market, and other lease values, net	$	21,049		$	22,993

Below market lease values	$	(4,209	)	$	(4,209	)
Less: accumulated amortization		471			188
Below market lease values, net	$	(3,738	)	$	(4,021	)

Amortization of in-place and other lease values for the three months ended September 30, 2024 and 2023 was $0.2 million and $0.2 million, respectively. Amortization of in-place and other lease values for the nine months ended September 30, 2024 and 2023 was $0.6 million and $0.2 million, respectively. Amortization of above market lease values for the three months ended September 30, 2024 and 2023 was $0.4 million and $0.4 million, respectively. Amortization of above market lease values for the nine months ended September 30, 2024 and 2023 was $1.3 million and $0.4 million, respectively. Amortization of below market lease values for the three months ended September 30, 2024 and 2023 was $0.1 million and $0.1 million, respectively. Amortization of below market lease values for the nine months ended September 30, 2024 and 2023 was $0.3 million and $0.1 million, respectively.

As of September 30, 2024, the estimated amortization of these intangibles is approximately as follows ($ in thousands):


	In-place and Other Lease Values (1)		Above Market Lease Values (2)			Below Market Lease Values (2)
2024 (3)	$	200	$	(448	)	$	94
2025		802		(1,791	)		377
2026		802		(1,791	)		377
2027		802		(1,791	)		377
2028		769		(1,771	)		377
Thereafter		2,025		(8,057	)		2,136
Total	$	5,400	$	(15,649	)	$	3,738

(1)

Amortization of in-place and other lease values is recognized in depreciation and amortization expense on our consolidated statements of operations.

(2)

Amortization of above and below market lease values, net is recognized in revenue from real estate owned on our consolidated statements of operations.

(3)

Represents amortization for the remaining three months of 2024.

At acquisition, the weighted average amortization period for in-place and other lease values, above-market lease values, and below market lease values was approximately 8.9 years, 10.5 years, and 11.3 years, respectively.

Note 6. Debt Obligations

As of September 30, 2024 and December 31, 2023, we financed certain of our loans receivable using repurchase agreements, a term participation facility, the sale of loan participations, and/or notes payable. Further, we have a secured term loan and debt related to real estate owned. Our financings bear interest at a rate equal to SOFR plus a credit spread.

The following table summarizes our financings as of September 30, 2024 and December 31, 2023 ($ in thousands):


	September 30, 2024						December 31, 2023
	Capacity		Borrowing Outstanding		Weighted Average Spread (1)		Capacity		Borrowing Outstanding		Weighted Average Spread(1)
Repurchase agreements and term participation facility (2)	$	5,368,772	$	3,836,492		+ 2.73%	$	5,709,907	$	4,271,112		+ 2.76%
Loan participations sold		-		-		-		120,634		120,634		+ 4.15%
Notes payable		380,830		306,994		+ 3.77%		419,867		286,827		+ 3.10%
Secured term loan		719,731		719,731		+ 4.50%		725,452		725,452		+ 4.50%
Debt related to real estate owned		280,000		280,000		+ 2.90%		290,000		290,000		+ 2.83%
Total/Weighted Average	$	6,749,333	$	5,143,217		+ 3.05%	$	7,265,860	$	5,694,025		+ 3.03%

(1)

Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. SOFR as of September 30, 2024 and December 31, 2023 was 4.85% and 5.35%, respectively.

(2)

The repurchase agreements and term participation facility are partially recourse to us. As of September 30, 2024 and December 31, 2023, the weighted average recourse on both our repurchase agreements and term participation facility was 30% and 30%, respectively.

Repurchase Agreements and Term Participation Facility

Repurchase Agreements

The following table summarizes our repurchase agreements by lender as of September 30, 2024 ($ in thousands):


Lender	Initial Maturity	Fully Extended Maturity (1)	Maximum Capacity		Borrowing Outstanding and Carrying Value		Undrawn Capacity		Carrying Value of Collateral (2)
JP Morgan Chase Bank, N.A.	7/28/2026	7/28/2028	$	2,404,480	$	2,219,163	$	185,317	$	3,249,421
Morgan Stanley Bank, N.A.	1/26/2025	1/27/2028		750,000		454,403		295,597		697,242
Goldman Sachs Bank USA	5/31/2025	5/31/2027		500,000		145,268		354,732		187,443
Barclays Bank PLC	12/20/2024	12/20/2025		500,000		-		500,000		-
Wells Fargo Bank, N.A.	11/29/2024	9/29/2026		750,000		632,167		117,833		871,079
Total			$	4,904,480	$	3,451,001	$	1,453,479	$	5,005,185

(1)

Facility maturity dates may be extended, subject to meeting prescribed conditions.

(2)

Net of specific CECL reserves, if any.

The Deutsche Bank AG, New York Branch repurchase agreement reached its maturity in June 2024, upon which the facility was terminated.

The following table summarizes our repurchase agreements by lender as of December 31, 2023 ($ in thousands):


Lender	Initial Maturity	Fully Extended Maturity (1)	Maximum Capacity		Borrowing Outstanding and Carrying Value		Undrawn Capacity		Carrying Value of Collateral (2)
JP Morgan Chase Bank, N.A.	7/28/2026	7/28/2028	$	1,905,465	$	1,672,878	$	232,587	$	2,257,442
Morgan Stanley Bank, N.A	1/26/2024	1/26/2025		1,000,000		735,393		264,607		1,023,295
Goldman Sachs Bank USA	5/31/2025 (3)	5/31/2027		500,000		175,755		324,245		286,623
Barclays Bank PLC	12/20/2024	12/20/2025		500,000		135,129		364,871		250,823
Deutsche Bank AG, New York Branch	6/26/2024	6/26/2026		400,000		359,646		40,354		611,741
Wells Fargo Bank, N.A.	9/29/2024	9/29/2026		750,000		726,877		23,123		939,628
Total			$	5,055,465	$	3,805,678	$	1,249,787	$	5,369,552

(1)

Facility maturity dates may be extended, subject to meeting prescribed conditions.

(2)

Net of specific CECL reserves, if any.

(3)

Assumes as of right extension is exercised, subject to meeting prescribed conditions.

Term Participation Facility

On November 4, 2022, we entered into a master participation and administration agreement to finance certain of our mortgage loans. As of September 30, 2024, the facility had $464.3 million in financing commitments of which $385.5 million was outstanding. As of December 31, 2023, the facility had $654.4 million in financing commitments of which $465.4 million was outstanding.

Our term participation facility as of September 30, 2024 is summarized as follows ($ in thousands):


Contractual Maturity Date	Borrowing Outstanding		Carrying Value		Carrying Value of Collateral
10/11/2028	$	385,491	$	385,491	$	640,881

Our term participation facility as of December 31, 2023 is summarized as follows ($ in thousands):


Contractual Maturity Date	Borrowing Outstanding		Carrying Value		Carrying Value of Collateral
10/11/2028	$	465,434	$	465,434	$	797,335

Loan Participations Sold

As of September 30, 2024, we have no loan participations sold. Our loan participations sold as of December 31, 2023 are summarized as follows ($ in thousands):


Contractual Maturity Date	Maximum Extension Date	Borrowing Outstanding		Carrying Value		Carrying Value of Collateral
10/18/2024(1)	10/18/2024	$	100,634	$	100,508	$	182,723
12/31/2024	12/31/2025		20,000		20,000		157,346
Total		$	120,634	$	120,508	$	340,069

(1)

Carrying value of collateral includes cash reserve balances held by our financing counterparty.

Notes Payable

Our notes payable as of September 30, 2024 are summarized as follows ($ in thousands):


Contractual Maturity Date	Maximum Extension Date	Borrowing Outstanding		Carrying Value		Carrying Value of Collateral
9/2/2026	9/2/2027	$	92,270	$	91,227	$	129,822
7/15/2027	7/15/2027		85,000		84,336		183,359
5/13/2026	5/13/2027		73,573		72,972		126,220
2/2/2026	2/2/2027		56,151		55,523		70,318
Total		$	306,994	$	304,058	$	509,719

Our notes payable as of December 31, 2023 are summarized as follows ($ in thousands):


Contractual Maturity Date	Maximum Extension Date	Borrowing Outstanding		Carrying Value		Carrying Value of Collateral
12/31/2024	12/31/2025	$	110,714	$	110,152	$	157,346
2/2/2026	2/2/2027		50,418		49,576		61,941
9/2/2026	9/2/2027		46,267		45,063		64,270
10/13/2025	10/13/2026		39,924		39,313		65,637
11/22/2024	11/24/2026		39,504		39,237		52,662
Total		$	286,827	$	283,341	$	401,856

Secured Term Loan, Net

On August 9, 2019, we entered into a $450.0 million secured term loan which, on December 1, 2020, was modified to increase the aggregate principal amount by $325.0 million, increase the interest rate, and to increase the quarterly amortization payment. On December 2, 2021, we further modified our secured term loan to reduce the interest rate to the greater of (i) SOFR plus a 0.10% credit spread adjustment, and (ii) 0.50%, plus a credit spread of 4.50%. Our secured term loan is collateralized by a pledge of equity in certain subsidiaries and their related assets.

The secured term loan as of September 30, 2024 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Interest Rate	Borrowing Outstanding		Carrying Value
8/9/2026	S + 4.50%	9.45%	$	719,731	$	710,477

(1)

SOFR at September 30, 2024 was 4.85%.

The secured term loan as of December 31, 2023 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Interest Rate	Borrowing Outstanding		Carrying Value
8/9/2026	S + 4.50%	9.95%	$	725,452	$	712,576

(1)

SOFR at December 31, 2023 was 5.35%.

Debt Related to Real Estate Owned, Net

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure of a hotel portfolio. On February 7, 2024, we modified our debt related to real estate owned to provide for, among other things, an extension of the contractual maturity date to November 9, 2024, a $10.0 million principal paydown, and the designation of a portion of the loan becoming partial recourse to us. Concurrent with this modification, we purchased an interest rate cap with a notional amount of $280.0 million and a strike rate of 5.00% through the extended contractual maturity date for $0.5 million.

Our debt related to real estate owned as of September 30, 2024 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Net Interest Rate (1)	Borrowing Outstanding		Carrying Value
11/9/2024	S + 2.90%	7.75%	$	280,000	$	279,650

(1)

SOFR at September 30, 2024 was 4.85%, which is lower than the 5.00% ceiling provided by our interest rate cap. See Note 7 - Derivatives for further detail.

Our debt related to real estate owned as of December 31, 2023 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Net Interest Rate (1)	Borrowing Outstanding		Carrying Value
2/9/2024	S + 2.83%	5.83%	$	290,000	$	289,913

(1)

SOFR at December 31, 2023 was 5.35%, which exceeded the 3.00% ceiling provided by our interest rate cap. See Note 7 – Derivatives for further detail.

Short-Term Funding Facility

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

Interest Expense and Amortization

The following table summarizes our interest and amortization expense on our secured financings, debt related to real estate owned and secured term loan for the three and nine months ended September 30, 2024 and 2023, respectively ($ in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Interest expense on secured financings	$	87,141	$	99,773	$	270,314	$	278,583
Interest expense on secured term loan		18,292		18,378		54,711		53,561
Amortization of deferred financing costs		5,663		5,460		15,227		17,170
Interest and related expense		111,096		123,611		340,252		349,314
Interest expense on debt related to real estate owned (1)		6,900		6,137		20,098		17,446
Total interest and related expense	$	117,996	$	129,748	$	360,350	$	366,760

(1)

For the three months ended September 30, 2024 and 2023, interest on debt related to real estate owned includes $1.1 million and $131,000 of amortization of deferred financing costs, respectively. For the nine months ended September 30, 2024 and 2023, interest on debt related to real estate owned includes $2.5 million and $394,000 of amortization of financing costs, respectively.

Financial Covenants

Our financing agreements generally contain certain financial covenants. For example, our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges (“Interest Coverage Ratio”), as defined in our repurchase agreements and term participation facility shall not be less than 1.3 to 1.0, whereas our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges as defined in our secured term loan shall not be less than 1.5 to 1.0. Further, (i) our tangible net worth, as defined in the agreements, shall not be less than $1.86 billion as of each measurement date; (ii) cash liquidity shall not be less than the greater of (x) $50 million or (y) 5% of our recourse indebtedness (which includes our secured term loan); and (iii) our indebtedness shall not exceed 77.8% of our total assets. As of September 30, 2024, we are in compliance with all covenants under our financing agreements. The requirements set forth in (i) through (iii) above are based upon the most restrictive financial covenants in place as of the reporting date. Further, we have modified the Interest Coverage Ratio in our repurchase agreements and term participation facility to provide that for the quarters ended June 30, 2024 through September 30, 2025, our Interest Coverage Ratio shall not be less than 1.1 to 1.0. Future compliance with our financial covenants is dependent upon the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate. The impact of macroeconomic conditions on the commercial real estate and capital markets, including high benchmark interest rates compared to recent historical standards, may make it more difficult for us to satisfy these covenants in the future. Non-compliance with financial covenants may result in our lenders exercising their rights and remedies as provided for in the respective agreements. As market conditions evolve, we may continue to work with our counterparties on modifying financial covenants as needed; however, there is no assurance that our counterparties will agree to such modifications.

Note 7. Derivatives

On June 2, 2021 and in connection with our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024 for $0.3 million. Such interest rate cap effectively limited the maximum interest rate of our debt related to real estate owned to 5.83% through its maturity. On February 7, 2024 and in connection with the modification of our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $280.0 million, a strike rate of 5.00%, and a maturity date of November 15, 2024 for $0.5 million. Such interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 7.90% through its maturity.

Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. As of September 30, 2024 the fair value of our interest rate cap was de minimis, and as of December 31, 2023, the fair value of our interest rate cap was $0.9 million. During the three months ended September 30, 2024 and 2023, we recognized $0.2 million and $1.7 million, respectively, of proceeds from interest rate cap. During the nine months ended September 30, 2024 and 2023, we recognized $1.3 million and $4.4 million, respectively, of proceeds from interest rate cap.

Note 8. Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures” establishes a framework for measuring fair value as well as disclosures about fair value measurements. It emphasizes that fair value is a market-based measurement, not an entity-specific measurement.

Therefore, a fair value measurement should be determined based on the assumptions that market participants would use when pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, the standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability other than quoted prices, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement fall is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Financial Instruments Reported at Fair Value

The fair value of our interest rate cap is determined by using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the interest rate cap. The variable interest rates used in the calculation of projected receipts on the interest rate cap are based on a third-party expert’s expectation of future interest rates derived from observable market interest rate curves and volatilities. Our interest rate cap is classified as Level 2 in the fair value hierarchy. As of September 30, 2024 the fair value of our interest rate cap was de minimis, and as of December 31, 2023, the fair value of our interest rate cap was $0.9 million.

Financial Instruments Not Reported at Fair Value

The carrying value and estimated fair value of financial instruments not recorded at fair value on a recurring basis but required to be disclosed at fair value were as follows ($ in thousands):


	September 30, 2024
	Carrying		Unpaid Principal				Fair Value Hierarchy Level
	Value		Balance		Fair Value		Level 1		Level 2		Level 3
Loans receivable held-for-investment, net	$	6,142,749	$	6,384,893	$	6,146,384	$	-	$	-	$	6,146,384
Loans receivable held-for-sale		324,188		355,971		324,188		-		-		324,188
Repurchase agreements		3,451,001		3,451,001		3,451,001		-		-		3,451,001
Term participation facility		385,491		385,491		384,589		-		-		384,589
Notes payable, net		304,058		306,994		304,115		-		-		304,115
Secured term loan, net		710,477		719,731		687,343		-		-		687,343
Debt related to real estate owned, net		279,650		280,000		279,473		-		-		279,473


	December 31, 2023
	Carrying		Unpaid Principal				Fair Value Hierarchy Level
	Value		Balance		Fair Value		Level 1		Level 2		Level 3
Loans receivable held-for-investment, net	$	6,877,425	$	7,044,524	$	6,875,377	$	-	$	-	$	6,875,377
Loans receivable held-for-sale		261,709		264,065		261,709		-		-		261,709
Repurchase agreements		3,805,678		3,805,678		3,805,678		-		-		3,805,678
Term participation facility		465,434		465,434		463,010		-		-		463,010
Loan participations sold, net		120,508		120,634		120,000		-		-		120,000
Notes payable, net		283,341		286,827		284,904		-		-		284,904
Secured term loan, net		712,576		725,452		694,620		-		-		694,620
Debt related to real estate owned, net		289,913		290,000		289,422		-		-		289,422

Note 9. Equity

Common Stock

Our charter provides for the issuance of up to 500,000,000 shares of common stock with a par value of $0.01 per share. We had 139,362,657 and 138,745,357 shares of common stock issued and 139,362,657 and 138,745,357 shares of common stock outstanding as of September 30, 2024 and December 31, 2023, respectively.

The following table provides a summary of the number of shares of common stock outstanding during the nine months ended September 30, 2024 and 2023, respectively:


	Nine Months Ended
Common Stock Outstanding	September 30, 2024		September 30, 2023
Beginning balance		138,745,357		138,376,144
Issuance of common stock in exchange for fully vested RSUs		617,300		352,546
Ending balance		139,362,657		138,728,690

At the Market Stock Offering Program

On May 10, 2024, we entered into an equity distribution agreement with certain sales agents, pursuant to which we may sell, from time to time, up to an aggregate sales price of $150.0 million of our common stock pursuant to a continuous offering program (the “ATM Agreement”) under our in place effective shelf registration statement (the “Shelf”) with the SEC. Sales of our common stock made pursuant to the ATM Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The timing and amount of actual sales will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the nine months ended September 30, 2024, we did not issue any shares of our common stock pursuant to the ATM Agreement, and we incurred $0.5 million of professional and legal fees to establish the program which are included in general and administrative expense on our consolidated statement of operations. As of September 30, 2024, the ATM Agreement has not been utilized, and $150.0 million remained available for issuance of our common stock pursuant to the ATM Agreement.

Dividends

The following tables detail our dividend activity for common stock ($ in thousands, except per share data):

          
         For the Quarter Ended

          
         March 31, 2024

         June 30, 2024

         September 30, 2024

          
         Amount

         Per Share

         Amount

         Per Share

         Amount

         Per Share

Dividends declared - common stock

34,687

0.25

34,739

0.25

13,936

0.10

         Record Date - common stock

         March 29, 2024

         June 28, 2024

         September 30, 2024

         Payment Date - common stock

         April 15, 2024

         July 15, 2024

         October 15, 2024

          
         For the Quarter Ended

          
         March 31, 2023

         June 30, 2023

         September 30, 2023

          
         Amount

         Per Share

         Amount

         Per Share

         Amount

         Per Share

Dividends declared - common stock

51,199

0.37

51,203

0.37

34,682

0.25

         Record Date - common stock

         March 31, 2023

         June 30, 2023

         September 29, 2023

         Payment Date - common stock

         April 14, 2023

         July 14, 2023

         October 13, 2023

Note 10. Earnings Per Share

We calculate basic earnings per share (“EPS”) using the two-class method, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. Under the two-class method, both distributed and undistributed earnings are allocated to common stock and participating securities based on their respective rights. Basic EPS is calculated by dividing our net income (loss) less participating securities’ share in earnings by the weighted average number of shares of common stock outstanding during each period.

Diluted EPS is calculated under the more dilutive of the treasury stock or the two-class method. Under the treasury stock method, diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the incremental potential shares of common stock assumed issued during the period if they are dilutive.

As of September 30, 2024 and 2023, we had no dilutive securities. As a result, basic and diluted EPS are the same. The calculation of basic and diluted EPS is as follows ($ in thousands, except for share and per share data):


	Three Months Ended						Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net loss	$	(56,218	)	$	(68,947	)	$	(120,567	)	$	(28,016	)
Dividends on participating securities (1)		(245	)		(648	)		(1,949	)		(3,074	)
Participating securities’ share in earnings		-			-			-			-
Basic loss	$	(56,463	)	$	(69,595	)	$	(122,516	)	$	(31,090	)
Weighted average shares of common stock outstanding, basic and diluted (2)		139,561,491			138,899,168			139,145,099			138,563,355
Net loss per share of common stock, basic and diluted	$	(0.40	)	$	(0.50	)	$	(0.88	)	$	(0.22	)

(1)

For the three months ended September 30, 2024 and 2023, dividends on participating securities excludes $9,000 and $9,000 of dividends on fully vested restricted stock units (“RSU”). For the nine months ended September 30, 2024 and 2023, dividends on participating securities excludes $42,000 and $24,000 of dividends on fully vested RSUs.

(2)

Amounts as of September 30, 2024 and 2023 include 95,380 and 37,467 fully vested RSUs.

For the three months ended September 30, 2024 and 2023, 2,459,978 and 2,569,993 of weighted average unvested RSUs, respectively, were excluded from the calculation of diluted EPS because the effect was anti-dilutive. For the nine months ended September 30, 2024 and 2023, 2,755,785 and 2,668,889 weighted average RSUs, respectively, were excluded from the calculation of diluted EPS because the effect was anti-dilutive.

Note 11. Related Party Transactions

Our activities are managed by our Manager. Pursuant to the terms of the Management Agreement, our Manager is responsible for originating investment opportunities, providing asset management services and administering our day-to-day operations. Our Manager is entitled to receive a management fee, an incentive fee, and a termination fee as defined below.

The following table summarizes our management and incentive fees ($ in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Management fees	$	9,079	$	9,541	$	27,300	$	28,838
Incentive fees		-		-		-		1,558
Total	$	9,079	$	9,541	$	27,300	$	30,396

Management Fees

Effective October 1, 2015, our Manager earns a base management fee in an amount equal to 1.50% per annum of Stockholders’ Equity, as defined in the Management Agreement. Management fees are reduced by our pro rata share of any management fees and incentive fees (if incentive fees are not incurred by us) incurred to our Manager by CMTG/TT. Management fees are paid quarterly, in arrears, and $18.1 million and $9.3 million were accrued and were included in management fee payable – affiliate, on our consolidated balance sheets at September 30, 2024 and December 31, 2023, respectively.

Incentive Fees

Our Manager is entitled to an incentive fee equal to 20% of the excess of our Core Earnings on a rolling four-quarter basis, as defined in the Management Agreement, over a 7.00% return on Stockholders’ Equity. Incentive fees are reduced by our pro rata share of any incentive fees incurred to our Manager by CMTG/TT.

There were no accrued incentive fees on our consolidated balance sheets as of September 30, 2024 and December 31, 2023.

Termination Fees

If we elect to terminate the Management Agreement, we are required to pay our Manager a termination fee equal to three times the sum of the average total annual amount of management fees and the average annual incentive fee paid by us over the prior two years.

Reimbursable Expenses

Our Manager or its affiliates are entitled to reimbursement for certain documented costs and expenses incurred by them on our behalf, as set forth in the Management Agreement, excluding any expenses specifically required to be borne by our Manager under the Management Agreement. For the three months ended September 30, 2024 and 2023, we incurred $1.0 million and $1.1 million respectively, of reimbursable expenses incurred on our behalf by our Manager which are included in general and administrative expenses on our consolidated statements of operations. For the nine months ended September 30, 2024 and 2023, we incurred $3.2 million and $3.0 million of reimbursable expenses incurred on our behalf by our Manager. As of September 30, 2024 and December 31, 2023, $2.0 million and $1.0 million, respectively, of reimbursable expenses incurred on our behalf and due to our Manager are included in other liabilities on our consolidated balance sheets.

Note 12. Stock-Based Compensation

Incentive Award Plan

We are externally managed and do not currently have any employees. On March 30, 2016, we adopted the 2016 Incentive Award Plan (the “Plan”) to promote the success and enhance the value of the Company by linking the individual interests of employees of our Manager and its affiliates to those of our stockholders. As of September 30, 2024, the maximum remaining number of shares that may be issued under the Plan is 3,977,252 shares. Awards granted under the Plan may be granted with the right to receive dividend equivalents and generally vest in equal installments on the specified anniversaries of the grant.

Deferred Compensation Plan

On May 24, 2022, we adopted the Deferred Compensation Plan to provide our directors and certain executives with an opportunity to defer payment of their stock-based compensation or RSUs and director cash fees, if applicable, pursuant to the terms of the Deferred Compensation Plan.

Under our Deferred Compensation Plan, certain of our Board members elected to receive the annual fees and/or time-based RSUs to which they are entitled under our Non-Employee Director Compensation Program in the form of deferred RSUs. Accordingly, for the three months ended September 30, 2024 and 2023, we issued 6,098 and 4,210, respectively, of deferred RSUs in lieu of cash fees to such directors and recognized a related expense of approximately $47,000 and $48,000, respectively. For the nine months ended September 30, 2024 and 2023, we issued 14,576 and 11,097, respectively, of deferred RSUs in lieu of cash fees to such directors and recognized a related expense of approximately $144,000 and $139,000, respectively. Such related expense is included in general and administrative expenses on our consolidated statements of operations.

Non-Employee Director Compensation Program

The Board awards time-based RSUs to eligible non-employee Board members on an annual basis as part of such Board members’ annual compensation in accordance with the Non-Employee Director Compensation Program. The time-based awards are generally issued in the second quarter on the date of the annual meeting of our stockholders, in conjunction with the director’s election to the Board, and the awards vest on the earlier of (x) the one-year anniversary of the grant date and (y) the date of the next annual meeting of our stockholders following the grant date, subject to the applicable participants’ continued service through such vesting date. Effective January 1, 2024, our Non-Employee Director Compensation Program was amended to increase the value of the annual director grants and increase the annual retainer fees payable to the chair and members of the Nominating and Corporate Governing Committee, members of the Compensation Committee and the Lead Independent Director, as set forth in the Non-Employee Director Compensation Program.

Eligible non-executive members of the Board were granted the time-based RSUs under the Plan. Each RSU was granted with the right to receive dividend equivalents. Additionally, certain directors elected to defer their RSUs pursuant to the terms of the Deferred Compensation Plan. Such deferred awards will become payable on the earliest to occur of the participant’s separation from service or a change in control. The following table details the time-based RSUs granted to non-executive members of the Board:


Date of Grant	Total RSU Grant		Grant Date Fair Value Per Share
6/1/2024		89,214	$	8.07
6/1/2023		58,536	$	10.25
6/1/2022		29,280	$	20.49

Stock-Based Compensation Expense

For the three months ended September 30, 2024 and 2023, we recognized $5.0 million and $4.4 million, respectively, of stock-based compensation expense related to the RSUs. For the nine months ended September 30, 2024 and 2023, we recognized $13.3

million and $12.1 million, respectively, of stock-based compensation expense related to the RSUs. Such expense is considered a non-cash expense.

Stock-based compensation expense is recognized in earnings on a straight-line basis over the applicable award’s vesting period. Forfeitures of stock-based compensation awards are recognized as they occur. As of September 30, 2024, total unrecognized compensation expense was $24.0 million based on the grant date fair value of RSUs granted. This expense is expected to be recognized over a remaining period of 1.6 years from September 30, 2024.

We may allow participants of the Plan to settle their tax liabilities through a reduction of their vested RSU delivery. Such amount will result in a corresponding adjustment to additional paid-in capital and a cash payment to our Manager or its affiliates in order to remit the required statutory tax withholding to each respective taxing authority. During the three months ended September 30, 2024, we delivered a total of 408,224 shares of our common stock for 652,425 vested RSUs and concurrently recorded a $2.1 million adjustment to additional paid-in capital on our consolidated statement of changes in equity. During the nine months ended September 30, 2024, we delivered a total of 596,454 shares of our common stock for 1,012,741 vested RSUs and concurrently recorded a $3.5 million adjustment to additional paid-in capital on our consolidated statement of changes in equity. During the three and nine months ended September 30, 2023, we delivered a total of 342,786 shares of our common stock for 703,318 vested RSUs and concurrently recorded a $3.9 million adjustment to additional paid-in capital on our consolidated statement of changes in equity.

The following tables detail the time-based RSU activity during the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30, 2024					Nine Months Ended September 30, 2023
	Number of Restricted Share Units			Weighted Average Grant Date Fair Value Per Share		Number of Restricted Share Units			Weighted Average Grant Date Fair Value Per Share
Unvested, beginning of period		2,526,202		$	15.31		2,159,280		$	18.74
Granted		1,269,544			9.53		1,167,354			11.25
Vested		(1,072,611	)		15.74		(732,598	)		18.79
Forfeited		(277,505	)		12.67		(38,500	)		16.31
Unvested, end of period		2,445,630			12.42		2,555,536			15.34

Note 13. Income Taxes

We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with our taxable year ended December 31, 2015 and expect to continue to operate so as to qualify as a REIT. As a result, we will generally not be subject to federal and state income tax on that portion of our income that we distribute to stockholders if we (i) distribute at least 90% of our taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains, and (ii) comply with certain other requirements to qualify as a REIT. Since Commencement of Operations, we have been in compliance with all REIT requirements and we plan to continue to operate so that we meet the requirements for taxation as a REIT. Therefore, other than amounts relating to our taxable REIT subsidiary (“TRS”), as described below, we have not provided for current income tax expense related to our REIT taxable income for the three and nine months ended September 30, 2024 and 2023, respectively. Additionally, no provision has been made for federal or state income taxes in the accompanying financial statements, as we believe we have met the prescribed requisite requirements.

Our real estate owned hotel portfolio is held in a TRS. A TRS is a corporation that is owned directly or indirectly by a REIT and has jointly elected with the REIT to be treated as a TRS for tax purposes. Given the TRS’s history of generating taxable losses, we are not able to conclude that it is more likely than not that we will realize the future benefit of the TRS’s deferred tax assets and therefore recorded a full valuation allowance. Given the full valuation allowance, we did not record a provision for income taxes for the three and nine months ended September 30, 2024 and 2023, and we did not have any deferred tax assets or deferred tax liabilities as of September 30, 2024 and December 31, 2023. The deferred tax asset and valuation allowance at September 30, 2024 were $28.0 million, respectively. The deferred tax asset and valuation allowance at December 31, 2023 were $21.7 million, respectively.

We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions, if applicable, are included as a component of the provision for income taxes in our consolidated statements of operations. As of September 30, 2024 and December 31, 2023, we have not recorded any amounts for uncertain tax positions.

Our tax returns are subject to audit by taxing authorities. As of the date of this filing, tax years 2021 and onward remain open to examination by major taxing jurisdictions in which we are subject to taxes.

Note 14. Commitments and Contingencies

We hold a 51% interest in CMTG/TT as a result of committing to invest $124.9 million in CMTG/TT. Distributions representing repayment proceeds from CMTG/TT’s loans may be recalled by CMTG/TT, if the repayment occurred at least six months prior to the loan’s initial maturity date. As of September 30, 2024 and December 31, 2023, we have contributed $163.1 million to CMTG/TT and have received return of capital distributions of $123.3 million, of which $111.1 million were recallable. As of September 30, 2024 and December 31, 2023, our remaining capital commitment to CMTG/TT was $72.9 million.

As of September 30, 2024 and December 31, 2023, we had aggregate unfunded loan commitments of $584.2 million and $1.1 billion respectively, which amounts will generally be funded to finance construction or leasing related expenditures by our borrowers, subject to them achieving certain conditions precedent to such funding. These future commitments will expire over the remaining term of the loans, none of which exceed five years.

Our contractual payments due under all financings were as follows as of September 30, 2024 ($ in thousands):


Year	Initial Maturity(2)		Fully Extended Maturity(3)
2024(1)	$	1,676,409	$	858,012
2025		1,800,073		491,820
2026		1,666,735		2,067,342
2027		-		1,348,593
2028		-		377,450
Total	$	5,143,217	$	5,143,217

(1) Includes financings outstanding of $354.1 million related to seven loans in maturity default with aggregate unpaid principal balance of $734.8 million.

(2) Initial maturity is based on the earlier of the initial maturity date of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, assuming conditions to extend are met.

(3) Fully extended maturity is based on the earlier of the fully extended maturity date of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, assuming conditions to extend are met.

In the normal course of business, we may enter into contracts that contain a variety of representations and provide for general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred. However, based on experience, we expect the risk of loss to be remote.

Note 15. Subsequent Events

We have evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that the following events have occurred:

In October 2024, we sold two loans. After the repayment of senior financing and transaction costs, the sales generated net liquidity of $51.0 million. See Note 3 - Loan Portfolio for further information.

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

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. See “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and our Annual Report. These and other risks, uncertainties, and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those included in any forward-looking statements we make. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Introduction

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

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

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

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income (loss) per share, Distributable Earnings (Loss) per share, Distributable Earnings per share prior to realized gains and losses, which includes charge-offs of principal and/or accrued interest receivable, dividends declared per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the three months ended September 30, 2024, we had net loss per share of $0.40, Distributable Loss per share of $0.17, Distributable Earnings per share prior to realized losses of $0.22, and dividends declared per share of $0.10. As of September 30, 2024, our book value per share was $14.83, our adjusted book value per share was $15.96, our Net Debt-to-Equity Ratio was 2.4x, and our Total Leverage Ratio was 2.8x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

Net Loss Per Share and Dividends Declared Per Share

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


	Three Months Ended
	September 30, 2024			June 30, 2024
Net loss	$	(56,218	)	$	(11,554	)
Weighted average shares of common stock outstanding, basic and diluted		139,561,491			139,078,117
Basic and diluted net loss per share of common stock	$	(0.40	)	$	(0.09	)
Dividends declared per share of common stock	$	0.10		$	0.25

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

Distributable Earnings (Loss)

Distributable Earnings (Loss) is a non-GAAP measure used to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager. Distributable Earnings (Loss) is a non-GAAP measure, which we define as net income (loss) in accordance with GAAP, excluding (i) non-cash stock-based compensation expense, (ii) real estate owned depreciation and amortization, (iii) any unrealized gains or losses from mark-to-market valuation changes (other than permanent impairments) that are included in net income (loss) for the applicable period, (iv) one-time events pursuant to changes

in GAAP and (v) certain non-cash items, which in the judgment of our Manager, should not be included in Distributable Earnings (Loss). Furthermore, the Company presents Distributable Earnings prior to realized gains and losses, which includes charge-offs of principal and/or accrued interest receivable, as the Company believes this more easily allows our Board, Manager, and investors to compare our operating performance to our peers, to assess our ability to declare and pay dividends, and to determine our compliance with certain financial covenants. Pursuant to the Management Agreement, we use Core Earnings, which is substantially the same as Distributable Earnings (Loss) excluding incentive fees, to determine the incentive fees we pay our Manager.

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

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

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

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

The table below summarizes the reconciliation from weighted average diluted shares under GAAP to the weighted average diluted shares used for Distributable (Loss) Earnings and Distributable Earnings prior to realized losses for the three months ended September 30, 2024 and June 30, 2024:


	Three Months Ended
Weighted Averages	September 30, 2024		June 30, 2024
Diluted Shares - GAAP		139,561,491		139,078,117
Unvested RSUs		2,459,978		3,197,914
Diluted Shares - Distributable (Loss) Earnings		142,021,469		142,276,031

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


	Three Months Ended
	September 30, 2024			June 30, 2024
Net loss:	$	(56,218	)	$	(11,554	)
Adjustments:
Non-cash stock-based compensation expense		4,972			3,999
Provision for current expected credit loss reserve		78,756			33,928
Depreciation and amortization expense		2,628			2,623
Amortization of above and below market lease values, net		354			354
Unrealized loss on interest rate cap		287			94
Loss on extinguishment of debt		262			999
Distributable Earnings prior to realized losses	$	31,041		$	30,443
Loss on extinguishment of debt		(262	)		(999	)
Principal charge-offs (1)		(55,352	)		(561	)
Distributable (Loss) Earnings	$	(24,573	)	$	28,883
Weighted average diluted shares - Distributable (Loss) Earnings		142,021,469			142,276,031
Diluted Distributable Earnings per share prior to realized losses	$	0.22		$	0.21
Diluted Distributable (Loss) Earnings per share	$	(0.17	)	$	0.20

(1)

For the three months ended September 30, 2024, amount includes a $23.2 million charge-off of accrued interest receivable related to the reclassification of a for sale condo loan to held-for-sale.

Book Value Per Share

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

The following table sets forth the calculation of our book value and our adjusted book value per share as of September 30, 2024 and December 31, 2023 ($ in thousands, except share and per share data):


	September 30, 2024		December 31, 2023
Equity	$	2,103,959	$	2,299,900
Number of shares of common stock outstanding and RSUs		141,903,667		141,313,339
Book Value per share(1)	$	14.83	$	16.28
Add back: accumulated depreciation and amortization on real estate owned and related lease intangibles		0.24		0.18
Add back: general CECL reserve		0.89		0.57
Adjusted Book Value per share	$	15.96	$	17.03

(1)

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

II. Our Portfolio

The below table summarizes our loans receivable held-for-investment as of September 30, 2024 ($ in thousands):


									Weighted Average(3)
	Number of Loans		Loan Commitment(1)		Unpaid Principal Balance		Carrying Value(2)		Yield to Maturity(4)			Term to Initial Maturity (in years)	Term to Fully Extended Maturity (in years) (5)	Weighted Average Origination LTV (6)			Weighted Average Adjusted LTV (7)
Senior and subordinate loans		57	$	6,969,066	$	6,384,893	$	6,260,491		8.4	%	0.8 years	2.1 years		70.0	%		71.6	%

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserve of $111.5 million.

(3)

Weighted averages are based on unpaid principal balance.

(4)

Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of September 30, 2024. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.

(5)

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

(6)

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

(7)

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

Sales of Loans Receivable

As of September 30, 2024 and December 31, 2023, and during the nine months ended September 30, 2024, we reclassified the following loans to held-for-sale ($ in thousands):


Property Type	Location	Loan Commitment		Unpaid Principal Balance		Carrying Value Before Principal Charge-Off		Principal Charge-Off			Held-For-Sale Carrying Value		Risk Rating (1)
For Sale Condo (2) (4)	CA	$	247,260	$	210,771	$	210,771	$	(28,107	)	$	182,664	4
Multifamily (2) (5)	CO		115,000		115,000		115,173		(3,698	)		111,475	3
Land (2) (5)	FL		30,200		30,200		30,351		(302	)		30,049	3
Multifamily (6)	CA		260,899		216,045		214,443		(42,827	)		171,616	4
For Sale Condo (3)	FL		160,000		158,180		157,346		-			157,346	2
Multifamily (3)	FL		77,115		76,580		76,275		-			76,275	3
Mixed-Use (3) (7)	FL		141,791		36,773		35,556		(7,468	)		28,088	3

(1)

Reflects risk rating of the loan receivable prior to reclassification to held-for-sale.

(2)

Loan classified as held-for-sale as of September 30, 2024.

(3)

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

(4)

(5)

Loan sold in October 2024.

(6)

(7)

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

Portfolio Activity and Overview

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


	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Unpaid principal balance, beginning of period	$	6,928,274		$	7,044,524
Loan receivable acquired in connection with a full loan repayment		100,007			100,007
Advances on loans		86,314			372,946
Loan repayments		(373,731	)		(560,567	)
Transfer to loans held-for-sale		(355,971	)		(572,017	)
Total net fundings / (repayments)		(543,381	)		(659,631	)
Unpaid principal balance, end of period	$	6,384,893		$	6,384,893

The following table details our individual loans receivable held-for-investment based on unpaid principal balances as of September 30, 2024 ($ in thousands):


Loan Number	Loan Type	Origination Date	Loan Commitment (1)		Unpaid Principal Balance		Carrying Value (2)			Origination LTV (3)	Fully Extended Maturity (4)	Property Type (5)	Construction (5,6)	Location	Risk Rating
1	Senior	12/16/2021		405,000		402,338		401,296		70.0%	6/16/2027	Multifamily	-	CA	4
2	Senior	11/1/2019		390,000		390,000		389,951		74.3%	11/1/2026	Multifamily	-	NY	3
3	Senior	7/12/2018		250,000		250,000		251,350		52.9%	8/1/2028	Hospitality	-	NY	3
4	Senior	7/26/2021		225,000		225,000		225,084		65.1%	7/26/2026	Hospitality	-	GA	3
5	Senior	6/30/2022		227,000		223,971		223,508		63.9%	6/30/2029	Hospitality	-	CA	3
6	Senior	8/17/2022		235,000		213,831		213,417		68.3%	8/17/2027	Hospitality	-	CA	3
7	Senior	9/26/2019		319,900		193,170		193,170		68.0%	3/31/2026	Office	-	GA	4
8	Senior	10/4/2019		191,856		187,443		187,443		74.8%	10/1/2025	Mixed-Use	-	DC	3
9	Senior	9/7/2018		182,970		182,970		183,359		78.7%	10/18/2024	Land	-	NY	3
10	Senior	4/14/2022		193,400		172,141		171,811		55.7%	4/14/2027	Multifamily	-	MI	3
11	Senior	1/14/2022		170,000		170,000		169,855		64.8%	1/14/2027	Multifamily	-	CO	4
12	Senior	9/8/2022		160,000		155,000		154,511		63.5%	9/8/2027	Multifamily	-	AZ	4
13	Senior	1/9/2018		152,261		152,261		120,100		n/m	1/9/2024	Land	-	VA	5
14	Senior	2/28/2019		150,000		150,000		150,000		72.2%	2/28/2024	Office	-	CT	4
15	Senior	12/30/2021		136,500		136,500		136,415		76.7%	12/30/2025	Multifamily	-	PA	3
16	Senior	4/26/2022		151,698		136,355		135,840		66.7%	4/26/2027	Multifamily	-	TX	4
17	Senior	9/2/2022		176,257		131,307		129,821		60.0%	9/2/2027	Multifamily	Y	UT	3
18	Senior	12/10/2021		130,000		130,000		129,937		75.6%	12/10/2026	Multifamily	-	VA	3
19	Senior	5/13/2022		173,601		127,736		126,220		67.6%	5/13/2027	Mixed-Use	Y	VA	3
20	Subordinate	12/9/2021		125,000		125,000		124,863		80.3%	1/1/2027	Office	-	IL	3
21	Senior	6/17/2022		127,250		123,346		122,942		62.8%	6/17/2027	Multifamily	-	TX	3
22	Senior	4/29/2019		122,123		120,289		120,276		61.5%	4/29/2025	Mixed-Use	-	NY	3
23	Senior	3/1/2022		122,000		119,084		118,717		71.8%	2/28/2027	Multifamily	-	TX	4
24	Senior	7/20/2021		113,500		113,500		113,841		76.2%	7/20/2026	Multifamily	-	IL	3
25	Senior	2/13/2020		123,910		111,542		91,200		n/m	2/13/2025	Office	-	CA	5
26	Senior	12/15/2021		103,000		103,000		102,947		58.5%	12/15/2026	Mixed-Use	-	TN	3
27	Senior	3/21/2023		101,059		101,059		101,196		50.5%	4/1/2028	Hospitality	-	CA	3
28	Senior	7/29/2024		104,455		100,404		98,303		82.4%	10/21/2026	Other	-	NJ	3
29	Senior	11/4/2022		140,000		96,922		96,574		43.1%	11/9/2026	Other	Y	MA	3
30	Senior	1/27/2022		100,800		96,529		79,400		n/m	1/27/2027	Multifamily	-	NV	5
31	Senior	8/2/2021		98,000		96,214		95,827		68.5%	8/2/2026	Office	-	CA	4
32	Senior	1/10/2022		130,461		89,464		88,619		65.0%	1/9/2027	Other	-	PA	3
33	Senior	3/31/2020		87,750		87,750		87,750		50.2%	2/9/2025	Office	-	TX	4
34	Senior	12/21/2018		87,741		87,741		88,166		50.6%	6/21/2022	Land	-	NY	4
35	Senior	7/10/2018		78,552		78,552		78,552		79.2%	6/10/2024	Hospitality	-	CA	4
36	Senior	8/1/2022		115,250		78,500		78,500		82.1%	7/30/2026	Hospitality	Y	NY	4
37	Senior	7/27/2022		76,000		75,550		75,474		66.1%	7/27/2027	Multifamily	-	UT	3
38	Senior	6/3/2021		79,600		74,994		74,920		68.3%	6/3/2026	Other	-	MI	3
39	Senior	12/22/2021		83,901		74,435		74,249		69.5%	12/22/2026	Multifamily	-	TX	4
40	Senior	2/2/2022		90,000		70,894		70,318		66.3%	2/2/2027	Office	-	WA	3
41	Senior	8/27/2021		82,810		69,492		40,200		n/m	8/27/2026	Office	-	GA	5
42	Senior	7/31/2019		67,000		67,000		67,000		42.4%	1/30/2022	Land	-	NY	4
43	Senior	11/24/2021		60,255		60,052		60,014		65.0%	11/24/2026	Multifamily	-	NV	3
44	Senior	1/19/2022		73,677		59,825		59,547		51.2%	1/19/2027	Hospitality	-	TN	3
45	Senior	12/21/2022		112,100		51,315		50,280		60.9%	12/21/2027	Multifamily	Y	WA	3
46	Senior	3/15/2022		53,300		50,164		42,800		n/m	3/15/2027	Multifamily	-	AZ	5
47	Senior	2/25/2022		53,984		49,308		48,990		58.7%	2/25/2027	Other	Y	GA	3
48	Senior	2/4/2022		44,768		39,279		33,400		n/m	2/4/2027	Multifamily	-	TX	5
49	Senior	7/12/2024		38,345		38,345		38,345		n/m	4/5/2028	Other	-	NY	3
50	Senior	4/5/2019		30,000		30,000		30,000		49.0%	4/6/2026	Other	-	NY	3
51	Senior	4/18/2019		30,000		30,000		29,913		71.4%	5/1/2025	Land	-	MA	3
52	Senior	2/18/2022		32,083		29,946		29,772		66.0%	2/18/2027	Other	Y	FL	3
53	Senior	2/17/2022		28,479		24,865		24,804		63.9%	2/17/2027	Multifamily	-	TX	4
54	Senior	4/19/2022		24,245		23,285		23,146		62.5%	4/19/2027	Other	Y	GA	3
55	Senior	8/2/2019		4,688		4,688		4,907		78.2%	2/2/2025	For Sale Condo	-	NY	3
56	Senior	7/1/2019		1,651		1,651		1,651		n/m	12/30/2020	Other	-	Other	5
57	Subordinate	8/2/2018		886		886		-		n/m	7/9/2023	Other	-	NY	5

Total				6,969,066		6,384,893		6,260,491
General CECL reserve								(117,742	)
Grand Total/Weighted Average				6,969,066		6,384,893		6,142,749					12%			3.5

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserve of $111.5 million.

(3)

Origination LTV represents “loan-to-value” or “loan-to-cost,” which is calculated as our total loan commitment upon origination, as if fully funded, plus any financings that are pari passu with or senior to our loan, divided by our estimate of either (1) the value of the underlying real estate, determined in accordance with our underwriting process (typically consistent with, if not less than, the value set forth in a third-party appraisal) or (2) the borrower’s projected, fully funded cost basis in the asset, in each case as we deem appropriate for the relevant loan and other loans with similar characteristics. Underwritten values and projected costs should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of origination. Weighted average origination LTV of 70.0% is based on loan commitment, including non-consolidated senior interests and pari passu interests, and excludes risk rated 5 loans.

(4)

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

(5)

Classification of property type and construction status reflect the state of collateral as of September 30, 2024.

(6)

Percent of total construction loans based on loan commitments as of September 30, 2024.

Real Estate Owned

On February 8, 2021, we acquired legal title to a portfolio of seven limited service hotels located in New York, NY through a foreclosure. As of September 30, 2024, the hotel portfolio appears as part of real estate owned, net on our consolidated balance sheet and is encumbered by a $280.0 million securitized senior mortgage, which is included as a liability on our consolidated balance sheets.

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

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

Asset Management

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

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

Our Manager evaluates the credit quality of each of our loans receivable on an individual basis and assigns a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include, but are not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type, structure, collateral cash flow volatility and other more subjective variables that include, but are not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions, borrower/sponsor financial stability, and borrower/sponsor exit plan. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, respectively. The weighted average risk rating of our total loan portfolio was 3.5 as of September 30, 2024.

Current Expected Credit Losses

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

reduction in the size of our loan portfolio, offset by deteriorating macroeconomic conditions. As of September 30, 2023, our total current expected credit loss reserve was $154.9 million.

Specific CECL Reserves


Property Type	Location	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve		Net Carrying Value
Land (1)	VA	$	152,261	$	152,261	$	32,161	$	120,100
Office (2)	CA		111,542		111,263		20,063		91,200
Multifamily (3)	NV		96,529		96,082		16,682		79,400
Office (4)	GA		69,492		69,094		28,894		40,200
Multifamily (5)	AZ		50,164		49,957		7,157		42,800
Multifamily (6)	TX		39,279		39,085		5,685		33,400
Other (7)	NY		886		884		884		-
Total		$	520,153	$	518,626	$	111,526	$	407,100

(1)

(2)

(3)

As of September 30, 2024, we recognized a specific CECL reserve of $16.7 million. Effective January 1, 2024, this loan was placed on non-accrual status.

(4)

(5)

As of September 30, 2024, we recognized a specific CECL reserve of $7.2 million. Effective January 1, 2024, this loan was placed on non-accrual status.

(6)

As of September 30, 2024, we recognized a specific CECL reserve of $5.7 million. Effective January 1, 2024, this loan was placed on non-accrual status.

(7)

Effective June 30, 2023, the loan was placed on non-accrual status. As of September 30, 2024, this loan is in maturity default.

The following table presents our loan commitment originations, loan commitment realizations, and the amount of principal charge-offs recognized for each origination vintage year as of September 30, 2024 by year of origination ($ in thousands):


			Total by Origination Year as of September 30, 2024
	Total		2024(2)		2023		2022		2021		2020		2019		2018		2017 and Prior
Loan Commitment Originations (1)	$	18,123,273	$	104,455	$	101,059	$	3,463,564	$	2,959,122	$	401,743	$	4,056,077	$	4,078,628	$	2,958,625
Loan Commitment Realizations	$	10,229,090	$	-	$	-	$	508,313	$	1,214,056	$	189,183	$	2,214,387	$	3,144,526	$	2,958,625
Principal Charge-offs	$	235,610	$	-	$	-	$	46,525	$	7,770	$	-	$	112,592	$	66,935	$	1,788

(1)

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

(2)

Reflects a loan receivable acquired in connection with a full loan repayment during the three months ended September 30, 2024.

Portfolio Financing

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

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


	September 30, 2024
	Capacity		Borrowing Outstanding		Weighted Average Spread(1)
Repurchase agreements and term participation facility	$	5,368,772	$	3,836,492		+ 2.73%
Notes payable		380,830		306,994		+ 3.77%
Secured term loan		719,731		719,731		+ 4.50%
Debt related to real estate owned		280,000		280,000		+ 2.90%
Total/Weighted Average	$	6,749,333	$	5,143,217		+ 3.05%

(1)

Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. SOFR as of September 30, 2024 was 4.85%.

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

Repurchase Agreements and Term Participation Facility

We finance certain of our loans using repurchase agreements and a term participation facility. As of September 30, 2024, aggregate borrowings outstanding under our repurchase agreements and term participation facility totaled $3.8 billion, with a weighted average spread of SOFR plus 2.73% per annum based on unpaid principal balance. As of September 30, 2024, the loans securing the outstanding borrowings under these facilities had a weighted average term to initial maturity and fully extended maturity of 0.7 years and 2.1 years, respectively, assuming all conditions to extend are met.

Each repurchase agreement contains “margin maintenance” provisions, which are designed to allow the counterparty to require the delivery of cash or other assets to de-lever financings on assets that are determined to have experienced a diminution in value. Since inception through September 30, 2024, we have not received any margin calls under any of our repurchase agreements.

Loan Participations Sold

We may finance certain of our loans via the sale of a participation in such loans, and we present the loan participations sold as a liability on our consolidated balance sheet when such arrangements do not qualify as sales under GAAP. In instances where we have multiple loan participations with the same lender, the financings are generally not cross-collateralized. Each of our loan participations sold is generally term-matched to its underlying loan. As of September 30, 2024, we had no loan participations sold.

Notes Payable

We finance certain of our loans via secured financings that are term matched to the underlying loan, some of which are partially recourse to us. We refer to such financings as notes payable and they are secured by the related loans receivable. As of September 30, 2024, four of our loans were financed with notes payable.

Secured Term Loan

We have a secured term loan which we originally entered into on August 9, 2019. Our secured term loan is presented net of any original issue discount and transaction expenses which are deferred and recognized as interest expense over the life of the loan using the effective interest method. The secured term loan matures on August 9, 2026 and as of September 30, 2024 has an unpaid principal balance of $719.7 million and a carrying value of $710.5 million.

Debt Related to Real Estate Owned

Derivatives

As part of the agreement to amend the terms of our debt related to real estate owned on June 2, 2021, we acquired an interest rate cap with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024 for $0.3 million. Such interest rate cap effectively limited the maximum interest rate of our debt related to real estate owned to 5.83% through its maturity. On February 7, 2024 and in connection with the modification of our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $280.0 million, a strike rate of 5.00%, and a maturity date of November 15, 2024. for $0.5 million. Such interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 7.90% through its maturity.

Short-Term Funding Facility

Financial Covenants

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

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

The following table summarizes our non-consolidated senior interests and related retained subordinate interests, excluding for loans classified as held-for-sale, as of September 30, 2024 ($ in thousands):


	Loan Count	Loan Commitment		Unpaid Principal Balance		Carrying Value		Weighted Average Spread (1)	Term to Initial Maturity (in years)		Term to Fully Extended Maturity (in years) (2)
Fixed rate non-consolidated senior loans	1	$	830,000	$	830,000	N/A		3.47%		2.3		2.3
Retained fixed rate subordinate loans	1	$	125,000	$	125,000	$	124,863	8.50%		2.3		2.3

(1)

Weighted average is based on unpaid principal balance.

(2)

Floating and Fixed Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and financing them with floating rate liabilities. Further, we seek to match the benchmark index in the floating rate loans we originate with the benchmark index used in the related floating rate financings. Generally, we use SOFR as the benchmark index in both our floating rate loans and floating rate financings. As of September 30, 2024, 97.9% of our loans receivable held-for-investment based on unpaid principal balance were floating rate and indexed to SOFR. All of our encumbered floating rate loans were financed with floating rate liabilities indexed to SOFR, which resulted in approximately $1.2 billion of net floating rate exposure.

The following table details our net floating rate exposure as of September 30, 2024 ($ in thousands):


	Net Floating Rate Exposure(1)
Floating rate assets	$	6,252,668
Floating rate liabilities		(5,056,967	)
Net floating rate exposure	$	1,195,701

(1)

SOFR as of September 30, 2024 was 4.85%. Net floating rate exposure includes $487.0 million related to loans on non-accrual status. Excludes $269.7 million of net floating rate exposure related to three loans receivable with a total unpaid principal balance of $356.0 million which are classified as held-for-sale as of September 30, 2024 and an associated financing of $86.3 million.

As of September 30, 2024, we have an interest rate cap on our debt related to real estate owned with a notional amount of $280.0 million, a strike rate of 5.00%, and a maturity date of November 15, 2024. The interest rate cap effectively limits the maximum interest rate of our debt related to real estate owned to 7.90% through its maturity. We have not employed other interest rate derivatives (interest rate swaps, caps, collars or floors) to hedge our asset or liability portfolio, but we may do so in the future.

Results of Operations – Three Months Ended September 30, 2024 and June 30, 2024

As previously disclosed, beginning with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and for all subsequent reporting periods, we have elected to present results of operations by comparing to the immediately preceding period, as well as the same year to date period in the prior year. Given the dynamic nature of our business and the sensitivity to the real estate and capital markets, we believe providing analysis of results of operations by comparing to the immediately preceding period is more meaningful to our stockholders in assessing the overall performance of our current business.

Operating Results

The following table sets forth information regarding our consolidated results of operations for the three months ended September 30, 2024, and June 30, 2024 ($ in thousands, except per share data):


	Three Months Ended
	September 30, 2024			June 30, 2024			$ Change
Revenue
Interest and related income	$	152,870		$	155,131		$	(2,261	)
Less: interest and related expense		111,096			113,225			(2,129	)
Net interest income		41,774			41,906			(132	)
Revenue from real estate owned		23,103			22,581			522
Total net revenue		64,877			64,487			390
Expenses
Management fees - affiliate		9,079			9,011			68
General and administrative expenses		3,645			4,845			(1,200	)
Stock-based compensation expense		4,972			3,999			973
Real estate owned:
Operating expenses		14,727			13,859			868
Interest expense		6,900			6,869			31
Depreciation and amortization		2,628			2,623			5
Total expenses		41,951			41,206			745
Proceeds from interest rate cap		198			228			(30	)
Unrealized loss on interest rate cap		(287	)		(94	)		(193	)
Loss from equity method investment		(37	)		(42	)		5
Loss on extinguishment of debt		(262	)		(999	)		737
Provision for current expected credit loss reserve		(78,756	)		(33,928	)		(44,828	)
Net loss	$	(56,218	)	$	(11,554	)	$	(44,664	)

Net loss per share of common stock:
Basic and diluted	$	(0.40	)	$	(0.09	)	$	(0.31	)

Comparison of the three months ended September 30, 2024 and June 30, 2024

Net Revenue

Total net revenue increased $0.4 million during the three months ended September 30, 2024, compared to the three months ended June 30, 2024. The increase is primarily due to an increase in revenue from real estate owned of $0.5 million due to slightly higher overall average occupancy and revenue per available room (“RevPAR”) levels at the hotel portfolio compared to the three months ended June 30, 2024, partially offset by a decrease in net interest income of $0.1 million, which was driven by a decrease in interest income of $2.3 million as a result of decreased average loans receivable balances and two loans being placed on non-accrual status effective July 1, 2024, partially offset by a decrease in interest expense of $2.1 million as a result of lower average borrowing levels during the three months ended September 30, 2024 compared to the three months ended June 30, 2024 as a result of continued deleveraging.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation and amortization on real estate owned and related in-place and other lease values. Expenses increased by $0.7 million during the three months ended September 30, 2024, as compared to the three months ended June 30, 2024, primarily due to:

(i)

an increase in stock-based compensation expense of $1.0 million due to the forfeiture of restricted stock units recognized during the three months ended June 30, 2024, which led to a reduction in expense for that quarter;

(ii)

an increase in operating expenses from real estate owned of $0.9 million during the comparative period, due to slightly higher variable operating expenses in connection with slightly higher occupancy levels at the hotel portfolio;

(iii)

partially offset by a decrease in general and administrative expenses of $1.2 million primarily as a result of a decrease in non-recurring charges incurred over the comparative period, generally related to professional fees, insurance expense, and other corporate level costs, including legal and professional fees related to establishing our ATM Agreement incurred during the three months ended June 30, 2024.

Proceeds from Interest Rate Cap

Proceeds from interest rate cap decreased $0.1 million during the three months ended September 30, 2024, as compared to the three months ended June 30, 2024, due to SOFR falling below our interest rate cap’s 5.0% strike rate.

Unrealized Loss on Interest Rate Cap

During the three months ended September 30, 2024, we recognized a $0.3 million unrealized loss on interest rate cap, compared to a $0.1 million unrealized loss on interest rate cap during the three months ended June 30, 2024. The fair value of the interest rate cap increases as interest rates increase, decreases as the interest rate cap approaches maturity, and further fluctuates following shifts in the forward curve.

Loss from Equity Method Investment

During the three months ended September 30, 2024 and the three months ended June 30, 2024, we recognized losses from our equity method investment of $0.1 million as a result of the net losses recognized by our investee during each respective period.

Loss on Extinguishment of Debt

During the three months ended September 30, 2024, we recognized a loss on extinguishment of debt of $0.3 million due to the recognition of unamortized deferred financing costs resulting from the termination of the short-term funding facility, partially offset by the reversal of previously recognized financing costs that were ultimately not owed upon the payoff of a loan participation. During the three months ended June 30, 2024, we recognized a loss on extinguishment of debt of $1.0 million due to the recognition of unamortized deferred financing costs resulting from the repayment of financing balances prior to maturity.

Provision for Current Expected Credit Loss Reserve

During the three months ended September 30, 2024, we recorded a provision for current expected credit losses of $78.8 million, which consisted of a $9.8 million reversal of our general CECL reserve and a $88.6 million increase in our specific CECL reserve prior to a principal and accrued interest receivable charge-off, primarily attributable to the reclassification of loans to held-for-sale and related charge-offs, changes in the historical loss rate of the analogous dataset and changes in risk ratings, non-accrual status, and expected remaining duration within our loan portfolio, offset by the reduction in the size of our loan portfolio. During the three months ended June 30, 2024, we recorded a provision for current expected credit losses of $33.9 million, which consisted of a $32.7 million increase in our general reserve and a $1.2 million in our specific CECL reserve prior to a principal charge-off, primarily attributable to changes in the historical loss rate of the analogous dataset and changes in risk ratings and non-accrual status within our loan portfolio, offset by the seasoning of our loan portfolio and a reduction in the size of our loan portfolio.

Results of Operations – Nine Months Ended September 30, 2024 and September 30, 2023

The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2024 and 2023 ($ in thousands, except per share data):


	Nine Months Ended
	September 30, 2024			September 30, 2023			$ Change
Revenue
Interest and related income	$	468,846		$	526,945		$	(58,099	)
Less: interest and related expense		340,252			349,314			(9,062	)
Net interest income		128,594			177,631			(49,037	)
Revenue from real estate owned		59,595			52,949			6,646
Total net revenue		188,189			230,580			(42,391	)
Expenses
Management fees - affiliate		27,300			28,838			(1,538	)
Incentive fees - affiliate		-			1,558			(1,558	)
General and administrative expenses		12,367			12,982			(615	)
Stock-based compensation expense		13,324			12,130			1,194
Real estate owned:
Operating expenses		41,466			34,974			6,492
Interest expense		20,098			17,446			2,652
Depreciation and amortization		7,850			6,708			1,142
Total expenses		122,405			114,636			7,769
Gain on sale of loan		-			575			(575	)
Proceeds from interest rate cap		1,291			4,369			(3,078	)
Unrealized loss on interest rate cap		(1,379	)		(3,321	)		1,942
(Loss) income from equity method investment		(114	)		635			(749	)
(Loss) gain on extinguishment of debt		(3,505	)		2,217			(5,722	)
Provision for current expected credit loss reserve		(182,644	)		(148,435	)		(34,209	)
Net loss	$	(120,567	)	$	(28,016	)	$	(92,551	)

Net loss per share of common stock:
Basic and diluted	$	(0.88	)	$	(0.22	)	$	(0.66	)

Comparison of the nine months ended September 30, 2024 and September 30, 2023

Net Revenue

Total net revenue decreased $42.4 million during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease is primarily due to a decrease in net interest income of $49.0 million, which was driven by a decrease in interest income of $58.1 million as a result of a decreased loans receivable balance and an increase in loans on non-accrual status during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, partially offset by a decrease in interest expense of $9.1 million primarily as a result of lower average borrowing levels. The decrease in total net revenue was partially offset by an increase in revenue from real estate owned of $6.6 million due to revenue generated from the mixed-use property we acquired legal title to on June 30, 2023 and higher overall average occupancy and RevPAR levels at the hotel portfolio compared to the nine months ended September 30, 2023.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, incentive fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation and amortization on real estate owned and related in-place and other lease values. Expenses increased by $7.8 million during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily due to:

(i)

an increase in operating expenses from real estate owned of $6.5 million during the comparative period, due to an increase in professional fees incurred primarily as a result of the modification of our debt related to real estate owned, an increase in variable operating expenses in connection with higher occupancy levels at the hotel portfolio, and expenses incurred at the mixed-use property we acquired legal title to on June 30, 2023;

(ii)

an increase in interest expense on debt related to real estate owned of $2.7 million primarily as a result of increased deferred financing costs recognized from fees incurred on the modification of our debt related to real estate owned in February 2024 and reference rate increases over the comparative period;

(iii)

an increase in stock-based compensation expense of $1.2 million during the comparative period, due to restricted stock units granted during the nine months ended September 30, 2024, partially offset by a reduction in stock-based compensation expense as a result of the forfeiture of restricted stock units recognized during the nine months ended September 30, 2024;

(iv)

an increase in depreciation and amortization from real estate owned of $1.1 million during the comparative period, due to depreciation and amortization recognized at the mixed-use property we acquired legal title to on June 30, 2023;

(v)

partially offset by a decrease in incentive fees of $1.6 million as a result of core earnings over the trailing four quarters being in excess of a 7% hurdle as of September 30, 2023 but below the hurdle on a trailing four quarters basis in all subsequent periods;

(vi)

partially offset by a decrease in management fees of $1.5 million as a result of lower stockholder’s equity over the comparative period primarily due to principal charge-offs taken subsequent to September 30, 2023.

Gain on Sale of Loan

During the nine months ended September 30, 2023, we realized a gain on sale of loan totaling $0.6 million. We did not recognize any gains on loans sales during the nine months ended September 30, 2024.

Proceeds from Interest Rate Cap

Proceeds from interest rate cap decreased $3.1 million during the nine months ended September 30, 2024, as compared to nine months ended September 30, 2023, due to the in-place interest rate cap, which was acquired on February 15, 2024, having a higher strike rate than the previous interest rate cap.

Unrealized Loss on Interest Rate Cap

During the nine months ended September 30, 2024, we recognized a $1.4 million unrealized loss on interest rate cap, compared to a $3.3 million unrealized loss on interest rate cap during the nine months ended September 30, 2023. In both cases the unrealized loss was driven by a reduction in the remaining duration of the interest rate cap; however, the interest rate cap held prior to its February 15, 2024 maturity had a strike rate of 3.0%, which resulted in a higher value and therefore a greater decline in value compared to the current interest rate cap which has a strike rate of 5.0%. The fair value of the interest rate cap increases as interest rates increase, decreases as the interest rate cap approaches maturity, and further fluctuates following shifts in the forward curve.

(Loss) Income from Equity Method Investment

During the nine months ended September 30, 2024, we recognized a loss from our equity method investment of $0.1 million compared to income of $0.7 million for the nine months ended September 30, 2023. The decrease is a result of the loan held by the equity method investee being placed on non-accrual status effective April 1, 2023.

(Loss) Gain on Extinguishment of Debt

During the nine months ended September 30, 2024, we recognized a loss on extinguishment of debt of $3.5 million, inclusive of a $1.6 million spread maintenance payment, $2.1 million of unamortized deferred financing costs resulting from the repayment of financing balances prior to maturity, partially offset by the $0.2 million reversal of previously recognized financing costs that were ultimately not owed upon the payoff of a loan participation. During the nine months ended September 30, 2023, we recognized a gain on extinguishment of debt of $2.2 million as a result of the retirement of $22.0 million of principal of our secured term loan for a price of $19.3 million.

Provision for Current Expected Credit Loss Reserve

During the nine months ended September 30, 2024, we recorded a provision for current expected credit losses of $182.6 million, which consisted of a $45.5 million increase in our general CECL reserve and a $137.1 million increase in our specific CECL reserve prior to principal and accrued interest receivable charge-offs, primarily attributable to the reclassification of loans to held-for-sale and related charge-offs, changes in the historical loss rate of the analogous dataset and changes in risk ratings, non-accrual status, and expected remaining duration within our loan portfolio, offset by the reduction in the size of our loan portfolio. During the nine months ended September 30, 2023, we recorded a provision for current expected credit losses of $148.4 million, primarily attributable to a $151.5 million increase in our specific CECL reserves prior to a principal charge-off, partially offset by a $3.1 million reversal of our general CECL reserves which was primarily attributable to seasoning of and a reduction in the size of our loan portfolio.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and our secured term loan. As of September 30, 2024, we had 139,362,657 shares of our common stock outstanding, representing $2.1 billion of equity, and also had $5.1 billion of outstanding borrowings under our secured financings, our secured term loan, and our debt related to real estate owned. As of September 30, 2024, our secured financings consisted of five repurchase agreements with capacity of $4.9 billion and an outstanding balance of $3.5 billion, a term participation facility with a capacity of $464.3 million and an outstanding balance of $385.5 million, and four asset-specific financings with capacity of $380.8 million and an outstanding balance of $307.0 million. As of September 30, 2024, our secured term loan had an outstanding balance of $719.7 million and our debt related to real estate owned had an outstanding balance of $280.0 million.

Net Debt-to-Equity Ratio and Total Leverage Ratio

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

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

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

The following table presents our Net Debt-to-Equity Ratios and Total Leverage Ratios as of September 30, 2024 and December 31, 2023 ($ in thousands):


	September 30, 2024			December 31, 2023
Asset-specific debt	$	4,420,200		$	4,964,874
Secured term loan, net		710,477			712,576
Total debt		5,130,677			5,677,450
Less: cash and cash equivalents		(113,920	)		(187,301	)
Net Debt	$	5,016,757		$	5,490,149
Total Equity	$	2,103,959		$	2,299,900
Net Debt-to-Equity Ratio	2.4x			2.4x
Non-consolidated senior loans		830,000			887,300
Total Leverage	$	5,846,757		$	6,377,449
Total Leverage Ratio	2.8x			2.8x

Sources of Liquidity

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

Although we generally intend to hold our loans to maturity, sales of loans receivable, which may occur at an amount below our carrying value, or discounted loan repayments may occur in order to redeploy capital to more accretive opportunities, meet operating objectives, adapt to market conditions, and/or manage liquidity needs. Furthermore, we cannot predict the timing or impact of future

loan sales or loan repayments, and, since many of our loans are financed, a portion or in some cases all of the net proceeds from the sales or repayments of our loans are expected to be used to de-lever our secured financings.

The following table sets forth, as of September 30, 2024 and December 31, 2023, our sources of available liquidity ($ in thousands):


	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	113,920	$	187,301
Loan principal payments held by servicer(1)		-		2,200
Approved and undrawn credit capacity(2)		2,171		48,055
Total sources of liquidity	$	116,091	$	237,556

(1)

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

(2)

Amounts based on existing collateral.

The following table presents a summary of our unencumbered loans receivable as of September 30, 2024 ($ in thousands):


Loan Type	Loan Commitment		Unpaid Principal Balance (1)		Carrying Value (1)(2)		Property Type	Construction	Location	Risk Rating
Senior	$	115,250	$	78,500	$	78,500	Hospitality	Y	NY	4
Senior		98,000		96,214		95,827	Office	-	CA	4
Senior		82,810		69,492		40,200	Office	-	GA	5
Senior		1,651		1,651		1,651	Other	-	Other	5
Subordinate		886		886		-	Other	-	NY	5
Total, held-for-investment		298,597		246,743		216,178
Senior		247,260		182,664		182,664	For Sale Condo	-	CA	4
Subordinate		30,200		30,049		30,049	Land	-	FL	3
Total, held-for-sale		277,460		212,713		212,713
Total	$	576,057	$	459,456	$	428,891

(1)

For loans receivable held-for-investment, reflects amounts net of specific CECL reserves of $29.8 million.

(2)

For loans receivable held-for-sale, reflects amounts after reclassification to held-for-sale.

As of September 30, 2024, our mixed-use real estate owned property, which had a carrying value of $144.7 million including net lease intangible assets, was unencumbered.

The ability to finance or sell certain of these unencumbered loans or our mixed-use real estate owned asset is subject to one or more counterparties’ willingness to finance or purchase such loans.

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

On May 10, 2024, we entered into an equity distribution agreement with certain sales agents, pursuant to which we may sell, from time to time, up to an aggregate sales price of $150.0 million of our common stock pursuant to a continuous offering program (the “ATM Agreement”) under our Shelf. Sales of our common stock made pursuant to the ATM Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The timing and amount of actual sales will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the nine months ended September 30, 2024, we did not issue any shares of our common stock pursuant to the ATM Agreement, and we incurred $0.5 million of professional and legal fees to establish the program which are included in general and administrative expense on our

consolidated statement of operations. As of September 30, 2024, the ATM Agreement has not been utilized, and $150.0 million remained available for issuance of our common stock pursuant to the ATM Agreement.

Liquidity Needs

In addition to our loan origination and acquisition activity, our primary liquidity needs include future fundings to our borrowers on our unfunded loan commitments, interest and principal payments on outstanding borrowings under our financings, operating expenses, accrued management fees, and dividend payments to our stockholders necessary to satisfy REIT dividend requirements. Additionally, certain financial covenants in our financing agreements require us to maintain minimum levels of liquidity. We currently maintain, and seek to maintain, cash and liquidity to comply with minimum liquidity requirements under our financings, and we also seek to maintain excess cash and liquidity to meet our primary liquidity needs, including principal repayment obligations under certain of our secured financings. Our ability to make any such deleveraging payments is dependent upon the results of our operating activities, our financial condition, and the overall market conditions in which we operate, among other factors. As market conditions evolve, we continue to work with our secured financing counterparties as needed to seek adjustments to the timing and amount of any required principal repayment obligations; however, there is no assurance that such counterparties will agree to modify the required amount or timing of such repayments. During the nine months ended September 30, 2024 and during the year ended December 31, 2023, we made deleveraging payments to certain of our financing counterparties in the amounts of $195.3 million and $357.0 million, respectively, and expect to continue to do so as agreed with our lenders or on an as-needed basis.

As of September 30, 2024, we had aggregate unfunded loan commitments of $584.2 million which is comprised of funding for capital expenditures and construction, leasing costs, and carry costs. The timing of these fundings will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans and equity contributions from our borrowers, if required. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets, but are expected to occur over the remaining loan term. In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may never become eligible to be drawn on.

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

Contractual Obligations and Commitments

Our contractual obligations and commitments as of September 30, 2024 were as follows ($ in thousands):


	Payment Timing
	Total Obligations			Less than 1 year			1 to 3 years		3 to 5 years			More than 5 years
Unfunded loan commitments(1)	$	584,173		$	305,148		$	54,593	$	224,432		$	-
Unfunded loan commitments for non-accrual, maturity default, risk rated 5 and/or delinquent loans (1)		(101,650	)		(22,339	)		-		(79,311	)		-
Secured financings, term loan agreement, and debt related to real estate owned - principal(2)(3)		5,143,217			1,076,550			3,652,014		414,653			-
Secured financings, term loan agreement, and debt related to real estate owned - interest(2)(3)		758,042			345,480			387,676		24,886			-
Total	$	6,383,782		$	1,704,839		$	4,094,283	$	584,660		$	—

(1)

The estimated allocation of our unfunded loan commitments for loans receivable held-for-investment is based on the earlier of our expected funding date and the commitment expiration date. As of September 30, 2024, we have $361.3 million of in-place financings to fund our remaining commitments, excluding $2.2 million of approved and undrawn credit capacity based on existing collateral.

(2)

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

(3)

Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured financing agreements and SOFR in effect as of September 30, 2024, will remain constant into the future. Actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to SOFR. Totals exclude non-consolidated senior interests.

In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may not become eligible to be drawn on. Of the $584.2 million of unfunded loan commitments for our loans receivable

held-for-investment as of September 30, 2024, the following table details the portion of unfunded loan commitments and in-place financings to fund our remaining commitments for loans receivable held-for-investment whereby conditions to funding are not currently being met, including loans on non-accrual status, in maturity default, risk rated 5, and/or which are delinquent in accordance with our revenue recognition policy ($ in thousands):


	Unfunded Loan Commitments			In-place Financing Commitments			Net Loan Commitment
Gross total commitment	$	584,173		$	361,336		$	222,837
Non-accrual, maturity default, risk rated 5 and/or delinquent loans		(101,650	)		(63,413	)		(38,237	)
Net loan commitment	$	482,523		$	297,923		$	184,600

Subject to borrowers meeting future funding conditions provided for in our loan agreements, we expect to fund our $184.6 million of net loan commitments over the remaining maximum term of the related loans, which have a weighted average future funding period of 2.2 years.

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

Loan Maturities

The following table summarizes the future scheduled repayments of principal for loans receivable held-for-investment as of September 30, 2024 ($ in thousands):


	Initial Maturity				Fully Extended Maturity
Year	Unpaid Principal Balance(1)		Loan Commitment(1)		Unpaid Principal Balance(1)		Loan Commitment(1)
2024 (2)	$	1,434,879	$	1,532,641	$	182,970	$	182,970
2025		2,580,701		2,751,878		678,211		696,827
2026		1,646,397		1,947,779		1,835,683		2,075,671
2027		184,825		198,677		2,536,564		2,859,103
2028		-		-		389,404		389,404
Thereafter		-		-		223,970		227,000
Total	$	5,846,802	$	6,430,975	$	5,846,802	$	6,430,975

(1)

Excludes $538.1 million in unpaid principal balance and loan commitments of loans receivable held-for-investment that are in maturity default with no available extension options.

(2)

Represents maturities for the remaining three months of 2024.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the nine months ended September 30, 2024 and 2023, respectively ($ in thousands):


	Nine Months Ended
	September 30, 2024			September 30, 2023
Net cash flows provided by operating activities	$	66,188		$	83,835
Net cash flows provided by investing activities		546,779			92,471
Net cash flows used in financing activities		(683,470	)		(193,915	)
Net decrease in cash, cash equivalents, and restricted cash	$	(70,503	)	$	(17,609	)

We experienced a net decrease in cash, cash equivalents, and restricted cash of $70.5 million during the nine months ended September 30, 2024, compared to a net decrease of $17.6 million during the nine months ended September 30, 2023.

During the nine months ended September 30, 2024, we received $550.5 million from loan repayments, received $435.6 million of loan sale proceeds, and received $1.3 billion of proceeds from borrowings under our financing arrangements, net of payments for deferred financing costs. Additionally, we acquired a loan receivable of $100.0 million as consideration for a loan repayment, made $340.1 million of advances on existing loans, made repayments on financings arrangements of $1.9 billion (inclusive of $195.3 million of deleveraging repayments), and made dividend payments of $106.5 million.

Income Taxes

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

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our REIT taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of September 30, 2024, we were in compliance with all REIT requirements.

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

Off-Balance Sheet Arrangements

As of September 30, 2024, we had no off-balance sheet arrangements aside from those discussed in Note 3 - Loan Portfolio, Note 4 - Equity Method Investment, and Note 14 - Commitments and Contingencies.

Critical Accounting Policies and Estimates

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

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

Current Expected Credit Losses

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

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

In certain circumstances we may determine that a loan is no longer suited for the WARM method due to its unique risk characteristics or where we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent. We may instead elect to employ different methods to estimate credit losses that also conform to ASC 326 and related guidance.

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

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

Significant judgment and estimates are required in determining credit loss reserves, and actual losses, if any, could materially differ from those estimates.

Real Estate Owned

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

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

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

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

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

There were no impairments of our real estate owned assets through September 30, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

In early 2022, the U.S. Federal Reserve began a campaign to combat inflation by increasing interest rates, ultimately resulting in benchmark interest rates increasing by 5.25% by the end of 2023. Although the U.S. Federal Reserve has reduced benchmark interest rates by 0.50% in recent months, such rates remain high relative to recent historical standards. Additionally, the U.S. Federal Reserve has indicated that they may further reduce interest rates if inflation continues to decline towards their target range and/or if the employment market weakens. High benchmark interest rates imposed by the U.S. Federal Reserve may continue to increase our interest expense, negatively impact the ability of our borrowers to service their debt, and reduce the value of the CRE collateral underlying our loans.

Rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income.

The following table illustrates as of September 30, 2024 the impact on our interest income and interest expense for loans receivable held-for-investment for the twelve-month period following September 30, 2024 assuming a decrease in SOFR of 50 and 100 basis points and an increase in SOFR of 50 and 100 basis points in the applicable interest rate benchmark (based on SOFR of 4.85% as of September 30, 2024) ($ in thousands, except per share data):


Net Floating			Decrease						Increase
Rate Exposure (1)		Change in	100 Basis Points			50 Basis Points			50 Basis Points		100 Basis Points
$	1,195,701	Net interest income	$	(2,643	)	$	(1,321	)	$	2,316	$	5,037
		Net interest income per share	$	(0.02	)	$	(0.01	)	$	0.02	$	0.04

(1)

Excludes $269.7 million of net floating rate exposure related to three loans receivable with a total unpaid principal balance of $356.0 million which are classified as held-for-sale as of September 30, 2024 and an associated financing of $86.3 million.

Risks related to fluctuations in cash flows and asset values associated with movements in interest rates may also contribute to the risk of nonperformance on floating rate assets. In the case of a significant increase in interest rates, the cash flows of the collateral real estate assets to our loans may be insufficient to pay debt service due, which may contribute to nonperformance of, or in severe cases default on, our loans. We seek to manage this risk by, among other things, generally requiring our borrowers to acquire interest rate caps from an unaffiliated third-party.

Credit Risk

Our loans and other investments are also subject to credit risk, including the risk of default. In particular, changes in general economic conditions, including interest rates, will affect the creditworthiness of borrowers and/or the value of underlying real estate collateral relating to our investments. By its very nature, our investment strategy emphasizes prudent risk management and capital preservation by primarily originating senior loans utilizing underwriting techniques requiring relatively conservative loan-to-value ratio levels to insulate us from credit losses absent a significant diminution in collateral value. In addition, we seek to manage credit risk by performing extensive due diligence on our collateral, borrower and guarantors, as applicable, evaluating, among other things, title, environmental and physical condition of collateral, comparable sales and leasing analysis of similar collateral, the quality of and alternative uses for the real estate collateral being underwritten, submarket trends, our borrower’s track record and the reasonableness of the borrower’s projections prior to originating a loan. Subsequent to origination, we also manage credit risk by proactively monitoring our investments and, whenever possible, limiting our own leverage to partial recourse or non-recourse, match-funding financing. Notwithstanding these efforts, there can be no assurance that we will be able to avoid losses in all circumstances. The performance and value of our loans and investments depend upon the borrower’s ability to improve and operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our Sponsor’s asset management team monitors the performance of our loan portfolio and our Sponsor’s asset management and origination teams maintain regular contact with borrowers, co-lenders and local market experts to monitor the performance of the underlying loan collateral, anticipate borrower, property and market issues and, to the extent necessary or appropriate, enforce our rights as the lender.

In addition, we are exposed to the risks generally associated with the CRE market, including variances in occupancy rates, capitalization rates, absorption rates and other macroeconomic factors (including interest rates) beyond our control. We seek to manage these risks through our underwriting, loan structuring, financing structuring, and asset management processes.

In the event that we are forced to foreclose, our broader Sponsor platform includes professionals experienced in CRE development, ownership, property management, and asset management which enables us to execute the workout of a troubled loan and protect investors’ capital in a way that we believe many non-traditional lenders cannot.

Capital Markets Risks

We are exposed to risks related to the equity and debt capital markets which impact our related ability to raise capital through the issuance of our common stock or other debt or equity-related instruments. As a REIT, we are required to distribute a significant portion of our REIT taxable income annually, which constrains our ability to retain and accumulate operating earnings and therefore requires us to utilize debt or equity capital to finance the growth of our business. We seek to mitigate these risks by constantly monitoring the debt and equity capital markets, the maturity profile of our in-place loan portfolio and financings, and future funding requirements on our loan portfolio to inform our decisions on the amount, timing, and terms of any capital we may raise.

Each of our repurchase agreements contain “margin maintenance” provisions, which allow the lender to require the delivery of cash or other assets to reduce the financing amount against loans that have been deemed to have experienced a diminution in value. A substantial deterioration in the commercial real estate capital markets may negatively impact the value of assets financed with lenders that have margin maintenance provisions in their facilities. Certain of our repurchase agreements permit valuation adjustments solely as a result of collateral-specific credit events, while other repurchase agreements contain provisions also allowing our lenders to make margin calls upon the occurrence of adverse changes in the capital markets or as a result of interest rate or spread fluctuations, subject to minimum thresholds, among other factors. As of September 30, 2024, we have not received any margin calls under any of our repurchase agreements.

Financing Risk

We finance our business through a variety of means, including the syndication of non-consolidated senior interests, notes payable, borrowings under our repurchase and participation facilities, the syndication of pari passu portions of our loans, the syndication of senior participations in our originated senior loans, and our secured term loan. Over time, as market conditions change, we may use other forms of financing in addition to these methods of financing. Weakness or volatility in the debt capital markets, the CRE and mortgage markets, changes in regulatory requirements, geopolitical volatility, and fluctuation in interest rates and the resulting market disruptions therefrom could adversely affect one or more of our lenders or potential lenders and could cause one or more of our lenders or potential lenders to be unwilling or unable to provide us with financing, increase the costs of or reduce the advance rate on existing financing or otherwise offer unattractive terms for that financing. In addition, we may seek to finance our business through the issuance of our common stock or other equity or equity-related instruments, though there is no assurance that such financing will be available on a timely basis with attractive terms, or at all.

Counterparty Risk

The nature of our business requires us to hold cash and cash equivalents with various financial institutions, as well as obtain financing from various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.

Our relationships with our lenders subject us to counterparty risks including the risk that a counterparty is unable to fund undrawn credit capacity, particularly if such counterparty enters bankruptcy, among other detrimental effects. We seek to manage this risk by diversifying our financing sources across counterparties and financing types and generally obtaining financing from high credit quality institutions.

The nature of our loans and other investments also exposes us to the risk that our borrowers are unable to execute their business plans, and as a result do not make required interest and principal payments on scheduled due dates, as well as the impact of our borrowers’ tenants not making scheduled rent payments when contractually due. We seek to manage this risk through a comprehensive credit analysis prior to making an investment and rigorous monitoring of our borrowers’ progress in executing their business plans as well as market conditions that may affect the underlying collateral, through our asset management process. Each loan is structured with various lender protections that are designed to discourage and deter fraudulent behavior and other bad acts by borrowers, as well as require borrowers to adhere to their stated business plans while the loan is outstanding. Such protections may include, without limitation: cash management accounts, “bad boy” carveout guarantees, completion guarantees, guarantor minimum net worth and liquidity requirements, partial or full recourse to sponsors and/or guarantors, approval rights over major decisions, and performance tests throughout the loan term.

Prepayment Risk

Prepayment risk is the risk that principal will be repaid prior to initial maturity, which may require us to identify new investment opportunities to deploy such capital at a similar rate of return in order to avoid an overall reduction in our net interest income. We may structure our loans with spread maintenance, minimum multiples and make-whole provisions to protect against early repayment. Typically, investments are structured with the equivalent of 12 to 24 months’ spread maintenance or a minimum level of income that an investment is contractually obligated to return. In general, an increase in prepayment rates accelerates the accretion of deferred income, including origination fees and exit fees, which increases interest income earned on the asset during the period of repayment. Conversely,

if capital that is repaid is not subsequently redeployed into investment opportunities generating a similar return, future periods may experience reduced net interest income.

Repayment / Extension Risk

Loans are generally expected to be repaid at maturity, unless the borrower repays early or meets contractual conditions to qualify for a maturity extension. The granting of these extensions may cause a loan’s term to extend beyond the term of its related secured financing. Higher interest rates recently imposed by the U.S. Federal Reserve may lead to an increase in the number of our borrowers who exercise or request additional extension options, or who may become unwilling or unable to make contractual payments when due. Some of our borrowers may experience delays in the execution of their business plans or changes in market conditions which may impact the performance of the underlying collateral asset, borrower, or sponsor. Accordingly, this may result in the borrower not meeting certain extension conditions such as minimum debt yield, maximum LTV, and/or the ability of the borrower to purchase replacement interest rate caps. Higher interest rates may also increase the number of our borrowers who may default because, among other things, they may not be able to find replacement financing for our loan. Furthermore, there may be certain instances where, for loans which have been modified, we may not be able to maintain the associated financing on its existing terms. This could have a negative impact on our results of operations, and in some situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.

Currency Risk

To date, we have made no loans and hold no assets or liabilities denominated or payable in foreign currencies, although we may do so in the future.

We may in the future hold assets denominated or payable in foreign currencies, which would expose us to foreign currency risk. As a result, a change in foreign currency exchange rates may have a positive or an adverse impact on the valuation of our assets, as well as our income and dividends. Any such changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of our REIT tests and may affect the amounts available for payment of dividends to our stockholders.

Although not required, if applicable, we may hedge any currency exposures. However, such currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments and/or unequal, inaccurate or unavailability of hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

Real Estate Risk

The market values of loans secured directly or indirectly by CRE assets are subject to volatility and may be adversely affected by a number of factors, including the interest rate environment; persistent inflation; increases in remote work trends; natural disasters or pandemics; national, regional, local and foreign economic conditions (which may be adversely affected by industry slowdowns and other factors); changes in social conditions; regional or local real estate conditions; geopolitical volatility, changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; changes to building or similar codes and government regulatory requirements (such as rent control and zoning laws); and changes in real property tax rates. In addition, decreases in property values reduce the value of the loan collateral and the potential proceeds available and to a borrower to repay the underlying loans, which could also cause us to suffer losses. We may realize losses related to foreclosures or to the restructuring of the loans in our investment portfolio on terms that may be more favorable to borrowers than those underwritten at origination. We seek to manage these risks through our underwriting, loan structuring, financing structuring and asset management processes.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934) during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of September 30, 2024, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2024.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we and our Manager are or may become party to legal proceedings, which arise in the ordinary course of our respective businesses. Neither we nor our Manager is currently subject to any legal proceedings that we or our Manager consider reasonably likely to have a material impact on our respective financial conditions. See Note 14 to our consolidated financial statements for information on our commitments and contingencies.

Item 1A. Risk Factors.

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in the Prospectus. There have been no material changes to our principal risks that we believe are material to our business, results of operations, and financial condition from the risk factors disclosed in our Annual Report file on Form 10-K, which is accessible on the SEC’s website at www.sec.gov.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a)

None.

(b)

None.

(c)

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.


Exhibit Number		Description

3.1		Articles of Amendment and Restatement of Claros Mortgage Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, dated November 5, 2021, filed by the Company, Commission File No. 001-40993)

3.2		Amended and Restated Bylaws of Claros Mortgage Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, dated November 5, 2021, filed by the Company, Commission File No. 001-40993)

10.1		Thirteenth Amendment to Master Repurchase and Securities Contract Agreement, dated as of August 15, 2024, by and among CMTG MS Finance LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, dated August 20, 2024, filed by the Company, Commission File No. 001-40993)

10.2*		Short-Term Extension Letter Agreement dated as of September 30, 2024 by and between Claros Mortgage Trust, Inc., CMTG WF Finance LLC, CMTG WF Finance Holdco LLC, and Wells Fargo Bank, National Association

10.3		Amendment No. 3 to Guarantee Agreement, dated as of July 30, 2024 by and between Claros Mortgage Trust, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q, dated August 5, 2024, filed by the Company, Commission File No. 001-40993)

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*		Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	Claros Mortgage Trust, Inc.

Date: November 7, 2024	By:	/s/ Richard J. Mack
		Richard J. Mack
		Chief Executive Officer and Chairman (Principal Executive Officer)

Date: November 7, 2024	By:	/s/ J. Michael McGillis
		J. Michael McGillis
		Chief Financial Officer, President and Director (Principal Financial and Accounting Officer)