Document and Entity Information�(USD $)
12 Months Ended
Dec. 31, 2014
Mar. 2, 2015
Jun. 30, 2014
Document and Entity Information
Entity Registrant Name
Ares Commercial Real Estate Corp�
Entity Central Index Key
0001529377�
Document Type
10-K�
Document Period End Date
Dec. 31, 2014�
Amendment Flag
false�
Current Fiscal Year End Date
--12-31�
Entity Well-known Seasoned Issuer
No�
Entity Voluntary Filers
No�
Entity Current Reporting Status
Yes�
Entity Filer Category
Accelerated Filer�
Entity Public Float
$�316,194,874�
Entity Common Stock, Shares Outstanding
28,584,095�
Document Fiscal Year Focus
2014�
Document Fiscal Period Focus
FY�
CONSOLIDATED BALANCE SHEETS�(USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
ASSETS
Cash and cash equivalents ($47 related to consolidated VIEs as of December 31, 2014)
$�16,551�
$�20,100�
Restricted cash
66,121�
16,954�
Loans held for investment ($848,224 and $493,783 related to consolidated VIEs, respectively)
1,462,584�
958,495�
Loans held for sale, at fair value
203,006�
89,233�
Mortgage servicing rights, at fair value
58,889�
59,640�
Other assets ($3,438 and $2,552 of interest receivable related to consolidated VIEs, respectively; $18,352 of other receivables related to consolidated VIEs as of December 31, 2014 )
60,502�
32,493�
Total assets
1,867,653�
1,176,915�
LIABILITIES
Secured funding agreements
552,799�
264,419�
Warehouse lines of credit
193,165�
Convertible notes
68,395�
67,815�
Commercial mortgage-backed securitization debt (consolidated VIE)
219,043�
395,027�
Collateralized loan obligation securitization debt (consolidated VIE)
308,703�
Allowance for loss sharing
12,349�
16,480�
Due to affiliate
2,735�
2,796�
Dividends payable
7,147�
7,127�
Other liabilities ($498 and $384 of interest payable related to consolidated VIEs, respectively)
22,431�
17,035�
Total liabilities
1,386,767�
770,699�
Commitments and contingencies (Note 8)
  �
  �
EQUITY
Common stock, par value $0.01 per share, 450,000,000 shares authorized at December 31, 2014 and December 31, 2013, 28,586,915 and 28,506,977 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively
284�
284�
Additional paid-in capital
420,344�
419,405�
Accumulated deficit
(17,674)
(13,473)
Total stockholders' equity
402,954�
406,216�
Non-controlling interests in consolidated VIEs
77,932�
Total Equity
480,886�
406,216�
Total liabilities and equity
$�1,867,653�
$�1,176,915�
CONSOLIDATED BALANCE SHEETS (Parenthetical)�(USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents related to consolidated VIE
$�47�
Loans held for investment related to consolidated VIE
848,224�
493,783�
Other assets, interest receivable related to consolidated VIE
3,438�
2,552�
Other assets, certificates receivable related to consolidated VIE
18,352�
Other liabilities, interest payable related to consolidated VIE
$�498�
$�384�
Common stock, par value (in dollars per share)
$�0.01�
$�0.01�
Common stock, shares authorized
450,000,000�
450,000,000�
Common stock, shares issued
28,586,915�
28,506,977�
Common stock, shares outstanding
28,586,915�
28,506,977�
CONSOLIDATED STATEMENTS OF OPERATIONS�(USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Net interest margin:
Interest income from loans held for investment
$�70,495�
$�37,600�
$�9,278�
Interest expense
(33,637)
(14,973)
(2,558)
Net interest margin
36,858�
22,627�
6,720�
Mortgage banking revenue:
Servicing fees, net
16,399�
5,754�
Gains from mortgage banking activities
17,492�
5,019�
Provision for loss sharing
1,364�
(6)
Change in fair value of mortgage servicing rights
(7,650)
(2,697)
Mortgage banking revenue
27,605�
8,070�
Gain on sale of loans
680�
1,333�
Total revenue
20,792�
13,180�
17,413�
13,758�
12,633�
10,915�
4,708�
3,774�
65,143�
32,030�
6,720�
Expenses:
Management fees to affiliate
5,916�
4,241�
1,665�
Professional fees
3,733�
2,924�
1,194�
Compensation and benefits
18,649�
5,456�
Acquisition and investment pursuit costs
20�
4,079�
General and administrative expenses
9,252�
3,955�
1,285�
General and administrative expenses reimbursed to affiliate
4,000�
3,610�
1,619�
Total expenses
41,570�
24,265�
5,763�
Changes in fair value of derivatives
1,739�
(97)
Income from operations before gain on acquisition and income taxes
23,573�
9,504�
860�
Gain on acquisition
4,438�
Income before income taxes
23,573�
13,942�
860�
Income tax expense (benefit)
(1,043)
176�
Net income
24,616�
13,766�
860�
Less loss attributable to Series A Convertible Preferred Stock:
Preferred dividends
(102)
Accretion of redemption premium
(572)
Net income attributable to ACRE
9,121�
4,102�
6,638�
4,755�
3,290�
6,884�
3,265�
327�
24,616�
13,766�
186�
Net income attributable to non-controlling interests
(220)
Net income attributable to common stockholders
$�8,901�
$�4,102�
$�6,638�
$�4,755�
$�3,290�
$�6,884�
$�3,265�
$�327�
$�24,396�
$�13,766�
$�186�
Net income per common share:
Basic earnings per common share
$�0.31�
$�0.14�
$�0.23�
$�0.17�
$�0.12�
$�0.25�
$�0.32�
$�0.04�
$�0.86�
$�0.72�
$�0.03�
Diluted earnings per common share
$�0.31�
$�0.14�
$�0.23�
$�0.17�
$�0.12�
$�0.25�
$�0.32�
$�0.04�
$�0.85�
$�0.72�
$�0.03�
Weighted average number of common shares outstanding:
Basic weighted average shares of common stock outstanding (in shares)
28,459,309�
18,989,500�
6,532,706�
Diluted weighted average shares of common stock outstanding (in shares)
28,585,022�
19,038,152�
6,567,309�
CONSOLIDATED STATEMENTS OF EQUITY�(USD $)
In Thousands, except Share data, unless otherwise specified
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total Stockholders' Equity
Non-controlling interests
Total
Balance at Dec. 31, 2011
$�6,600�
$�(163)
$�6,437�
$�6,437�
Increase (Decrease) in Stockholders' Equity
Authorized increase in common stock
3�
(3)
Authorized increase in common stock (in shares)
330,000�
Private issuance of common stock
12�
23,388�
23,400�
23,400�
Private issuance of common stock (in shares)
1,170,000�
Sale of common stock
77�
142,373�
142,450�
142,450�
Sale of common stock (in shares)
7,700,000�
7,700,000�
Offering costs
(3,496)
(3,496)
(3,496)
Stock-based compensation
338�
338�
338�
Stock-based compensation (in shares)
67,162�
Net income
186�
186�
186�
Dividends declared
(3,877)
(3,877)
(3,877)
Balance at Dec. 31, 2012
92�
169,200�
(3,854)
165,438�
165,438�
Balance (in shares) at Dec. 31, 2012
9,267,162�
Increase (Decrease) in Stockholders' Equity
Sale of common stock
186�
250,501�
250,687�
250,687�
Sale of common stock (in shares)
18,601,590�
18,601,590�
Issuance of common stock - acquisition of ACRE Capital
6�
7,506�
7,512�
7,512�
Issuance of common stock - acquisition of ACRE Capital (in shares)
588,235�
Offering costs
(8,412)
(8,412)
(8,412)
Stock-based compensation
524�
524�
524�
Stock-based compensation (in shares)
49,990�
Net income
13,766�
13,766�
13,766�
2015 Convertible Notes
86�
86�
86�
Dividends declared
(23,385)
(23,385)
(23,385)
Balance at Dec. 31, 2013
284�
419,405�
(13,473)
406,216�
406,216�
Balance (in shares) at Dec. 31, 2013
28,506,977�
28,506,977�
Increase (Decrease) in Stockholders' Equity
Sale of common stock (in shares)
0�
Stock-based compensation
939�
939�
939�
Stock-based compensation (in shares)
79,938�
Net income
24,396�
24,396�
220�
24,616�
Dividends declared
(28,597)
(28,597)
(28,597)
Contributions from non-controlling interests
77,712�
77,712�
Balance at Dec. 31, 2014
$�284�
$�420,344�
$�(17,674)
$�402,954�
$�77,932�
$�480,886�
Balance (in shares) at Dec. 31, 2014
28,586,915�
28,586,915�
CONSOLIDATED STATEMENTS OF CASH FLOWS�(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Operating activities:
Net income
$�24,616�
$�13,766�
$�860�
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of deferred financing costs
8,195�
1,922�
698�
Change in mortgage banking activities
(7,955)
(3,110)
Change in fair value of mortgage servicing rights
7,650�
2,697�
Accretion of deferred loan origination fees and costs
(3,661)
(2,366)
(400)
Provision for loss sharing
(1,364)
6�
Cash paid to settle loss sharing obligations
(2,581)
(2,040)
Originations of mortgage loans held for sale
(497,258)
(84,150)
Sale of mortgage loans held for sale to third parties
302,886�
102,363�
Stock-based compensation
939�
524�
338�
Changes in fair value of derivatives
(1,739)
97�
Amortization of convertible notes issuance costs
941�
826�
Accretion of convertible notes
580�
526�
Gain on acquisition
(4,438)
Depreciation expense
160�
38�
Deferred tax expense (benefit)
93�
61�
Changes in operating assets and liabilities:
Restricted cash
(43,811)
1,648�
Other assets
(10,892)
(4,414)
(2,508)
Due to affiliate
(61)
1,476�
1,089�
Other liabilities
(1,391)
1,848�
1,778�
Net cash provided by (used in) operating activities
(222,914)
25,444�
1,952�
Investing activities:
Issuance of and fundings on loans held for investment
(711,136)
(675,607)
(351,875)
Principal repayment of loans held for investment
193,867�
66,920�
180�
Issuance of a mortgage loan held for sale
(84,769)
Proceeds from sale of a mortgage loan held for sale
80,197�
Receipt of origination fees
7,082�
6,058�
3,540�
Acquisition of ACRE Capital, net of cash acquired
(58,258)
Purchases of property and equipment
(823)
(41)
Payments for acquisition of intangible assets
(1,008)
Payments for acquisition of mortgage servicing rights
(1,259)
Net cash used in investing activities
(433,080)
(745,697)
(348,155)
Financing activities:
Proceeds from secured funding agreements
1,143,342�
703,154�
278,353�
Repayments of secured funding agreements
(854,962)
(582,991)
(134,097)
Secured funding costs
(10,841)
(7,033)
(2,323)
Proceeds from issuance of debt of consolidated VIE
308,703�
395,027�
Repayments of debt of consolidated VIEs
(175,984)
Proceeds from issuance of common stock
250,687�
165,850�
Payment of offering costs
(113)
(8,834)
(3,448)
Proceeds from warehouse lines of credit
544,011�
97,676�
Repayments of warehouse lines of credit
(350,846)
(112,148)
Proceeds from convertible debt
69,000�
Convertible notes issuance costs
(2,748)
Dividends paid
(28,577)
(18,575)
(1,560)
Proceeds from issuance of Series A convertible preferred stock
5,723�
Redemption of Series A convertible preferred stock
(6,295)
Series A preferred dividend
(102)
Contributions from non-controlling interests
77,712�
Net cash provided by financing activities
652,445�
716,963�
368,353�
Change in cash and cash equivalents
(3,549)
(3,290)
22,150�
Cash and cash equivalents, beginning of period
20,100�
23,390�
1,240�
Cash and cash equivalents, end of period
16,551�
20,100�
23,390�
Supplemental Information:
Interest paid during the period
23,870�
11,317�
1,254�
Income taxes paid during the period
430�
Supplemental disclosure of noncash investing and financing activities:
Dividends payable
7,147�
7,127�
2,316�
Deferred financing and offering costs
174�
244�
Notes receivable related to consolidated VIEs
16,116�
Issuance of common stock for acquisition of ACRE Capital
7,512�
Fair value of assets acquired from ACRE Capital, net of cash acquired
112,609�
Fair value of liabilities assumed from ACRE Capital
$�48,401�
ORGANIZATION
ORGANIZATION

 

1.     ORGANIZATION

        Ares Commercial Real Estate Corporation (together with its consolidated subsidiaries, the "Company" or "ACRE") is a specialty finance company that operates both as a principal lender and a mortgage banker (with respect to loans collateralized by multifamily and senior-living properties). Through Ares Commercial Real Estate Management LLC ("ACREM" or the Company's "Manager"), a Securities and Exchange Commission ("SEC") registered investment adviser and a subsidiary of Ares Management L.P. (NYSE: ARES) ("Ares Management"), a publicly traded, leading global alternative asset manager, it has investment professionals strategically located across the United States and Europe who directly source new loan opportunities for the Company with owners, operators and sponsors of commercial real estate ("CRE") properties. The Company was formed and commenced operations in late 2011. The Company is a Maryland corporation and completed its initial public offering (the "IPO") in May 2012. The Company is externally managed by its Manager, pursuant to the terms of a management agreement (the "Management Agreement").

        In the Company's principal lending business, it is primarily focused on directly originating, managing and servicing a diversified portfolio of CRE debt-related investments for the Company's own account. The Company's target investments in its principal lending business include senior loans, bridge loans, subordinated debt, preferred equity and other CRE-related investments. These investments, which are referred to as the Company's "principal lending target investments," are generally held for investment and are secured, directly or indirectly, by office, multifamily, retail, industrial, lodging, senior-living and other commercial real estate properties, or by ownership interests therein.

        The Company is also engaged in the mortgage banking business through its wholly owned subsidiary, ACRE Capital LLC ("ACRE Capital"), which the Company believes is complementary to its principal lending business. In this business segment, the Company primarily originates, sells and services multifamily and senior-living related loans under programs offered by government and government-sponsored enterprises ("GSEs"), such as the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac"), the Government National Mortgage Association ("Ginnie Mae") and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, "HUD"). ACRE Capital is approved as a Fannie Mae Delegated Underwriting and Servicing ("DUS") lender, a Freddie Mac Program Plus® Seller/Servicer, a Multifamily Accelerated Processing ("MAP") and Section 232 LEAN lender for HUD, and a Ginnie Mae issuer. While the Company earns little interest income from these activities as it generally only holds loans for short periods, the Company receives origination fees when it closes loans and sale premiums when it sells loans. The Company also retains the rights to service the loans, which are known as mortgage servicing rights ("MSRs") and receives fees for such servicing during the life of the loans, which generally last ten years or more.

        The Company has elected and qualified to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2012. The Company generally will not be subject to U.S. federal income taxes on its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, to the extent that it annually distributes all of its REIT taxable income to stockholders and complies with various other requirements as a REIT.

SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES

 

2.     SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

        The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with generally accepted accounting principles ("GAAP") and include the accounts of the Company, the consolidated variable interest entities ("VIEs") that the Company controls and of which the Company is the primary beneficiary, and the Company's wholly owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company's results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated.

Variable Interest Entities

        The Company evaluates all of its interests in VIEs for consolidation. When the Company's interests are determined to be variable interests, the Company assesses whether it is deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"), defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. The Company considers its variable interests, as well as any variable interests of its related parties in making this determination. Where both of these factors are present, the Company is deemed to be the primary beneficiary and it consolidates the VIE. Where either one of these factors is not present, the Company is not the primary beneficiary and it does not consolidate the VIE.

        To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE's economic performance, the Company considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes first, identifying the activities that most significantly impact the VIE's economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE.

        To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE. This assessment requires that the Company applies judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE's capital structure; and the reasons why the interests are held by the Company.

        For VIEs of which the Company is determined to be the primary beneficiary, all of the underlying assets, liabilities, equity, revenue and expenses of the structures are consolidated into the Company's consolidated financial statements.

        The Company performs an ongoing reassessment of: (1) whether any entities previously evaluated under the majority voting interest framework have become VIEs, based on certain events, and therefore are subject to the VIE consolidation framework, and (2) whether changes in the facts and circumstances regarding its involvement with a VIE causes the Company's consolidation conclusion regarding the VIE to change. See Note 17 included in these financial statements for further discussion of the Company's VIEs.

Segment Reporting

        The Company has two reportable business segments: principal lending and mortgage banking. See Note 19 included in these consolidated financial statements for further discussion of the Company's reportable business segments.

Reclassifications

        Certain prior period amounts have been reclassified to conform to the current period presentation. Accounts payable and accrued expenses have been reclassified into other liabilities in the consolidated statements of cash flows. Gains attributable to fair value of future servicing rights, change in fair value of loan commitments and change in fair value of forward sale commitments have been reclassified into change in mortgage banking activities in the consolidated statements of cash flows. Other interest expense related to the 2015 Convertible Notes (defined below) has been reclassified into interest expense, other interest expense related to the Warehouse Lines of Credit (as defined in Note 6 included in these consolidated financial statements) has been reclassified into gains from mortgage banking activities and other interest expense related to escrow accounts has been reclassified into servicing fees, net in the consolidated statements of operations. As of December 31, 2014, the Company no longer presents other interest expense in its consolidated statements of operations.

Cash and Cash Equivalents

        Cash and cash equivalents include funds on deposit with financial institutions, including demand deposits with financial institutions. Cash and short-term investments with an original maturity of three months or less when acquired are considered cash and cash equivalents for the purpose of the consolidated balance sheets and statements of cash flows.

Restricted Cash

        Restricted cash includes escrow deposits for taxes, insurance, leasing outlays, capital expenditures, tenant security deposits and payments required under certain loan agreements. These escrow deposits are held on behalf of the respective borrowers and are offset by escrow liabilities included in other liabilities in the consolidated balance sheets. In connection with its mortgage banking business, the Company held restricted cash, which consisted of reserves that are a requirement of the Fannie Mae DUS program and borrower deposits, which represent funds that were collected for the processing of the borrowers loan applications and loan commitments.

Concentration of Credit Risk

        Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash, loans held for investment, MSRs, loans held for sale, interest receivable and derivative financial instruments. The Company places its cash and cash equivalents with financial institutions and, at times, cash held may exceed the FDIC-insured limit. The Company has exposure to credit risk on its loans held for investment and through its subsidiary ACRE Capital, the Company has exposure on credit risk on loans held for sale and the servicing portfolio whereby ACRE Capital shares in the risk of loss (see Note 7 included in these consolidated financial statements). The Company and the Company's Manager seek to manage credit risk by performing due diligence prior to origination or acquisition and through the use of non-recourse financing, when and where available and appropriate.

Loans Held for Investment

        The Company originates CRE debt and related instruments generally to be held for investment. Loans that are held for investment are carried at cost, net of unamortized loan fees and origination costs, unless the loans are deemed impaired. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, the Company will record an allowance to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan's contractual effective rate.

        Each loan classified as held for investment is evaluated for impairment on a periodic basis. Loans are collateralized by real estate. The extent of any credit deterioration associated with the performance and/or value of the underlying collateral property and the financial and operating capability of the borrower could impact the expected amounts received. The Company monitors performance of its investment portfolio under the following methodology: (1) borrower review, which analyzes the borrower's ability to execute on its original business plan, reviews its financial condition, assesses pending litigation and considers its general level of responsiveness and cooperation; (2) economic review, which considers underlying collateral, (i.e. leasing performance, unit sales and cash flow of the collateral and its ability to cover debt service, as well as the residual loan balance at maturity); (3) property review, which considers current environmental risks, changes in insurance costs or coverage, current site visibility, capital expenditures and market perception; and (4) market review, which analyzes the collateral from a supply and demand perspective of similar property types, as well as from a capital markets perspective. Such impairment analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, and the borrower's exit plan, among other factors.

        In addition, the Company evaluates the entire portfolio to determine whether the portfolio has any impairment that requires a valuation allowance on the remainder of the loan portfolio. As of December 31, 2014, 2013 and 2012, with respect to the Company's loans held for investment, no impairment charges have been recognized.

        Preferred equity investments, which are subordinate to any loans but senior to common equity, are accounted for as loans held for investment and are carried at cost, net of unamortized loan fees and origination costs, unless the loans are deemed impaired, and are included within loans held for investment in the Company's consolidated balance sheets. The Company accretes or amortizes any discounts or premiums over the life of the related loan receivable utilizing the effective interest method.

Loans Held for Sale

        Through its subsidiaries, including ACRE Capital, ACRC Lender W TRS LLC ("ACRC W TRS") and ACRC Lender U TRS LLC ("ACRC U TRS"), the Company originates mortgage loans held for sale, which are recorded at fair value and accounted for under FASB ASC Topic 860, Transfers and Servicing. The holding period for loans originated by ACRE Capital is approximately 30 days. The carrying value of the mortgage loans sold is reduced by the value allocated to the associated retained MSRs based on relative fair value at the time of the sale. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the adjusted value of the related mortgage loans sold.

        Although the Company generally holds its target investments as long-term investments within its principal lending business, the Company may occasionally classify some of its investments as held for sale. Investments held for sale will be carried at fair value within loans held for sale, at fair value in the Company's consolidated balance sheets, with changes in fair value recorded through earnings. The fees received are deferred and recognized as part of the gain or loss on sale. As of December 31, 2014, the Company did not have any loans held for sale in its principal lending business. As of December 31, 2013, the Company had one loan held for sale in its principal lending business of $84.8 million, net of deferred fees, included in the $89.2 million of loans held for sale in the consolidated balance sheets.

Mortgage Servicing Rights

        When a mortgage loan is sold, ACRE Capital retains the right to service the loan and recognizes the MSR at fair value. The initial fair value represents expected net cash flows from servicing, as well as interest earnings on escrows and interim cash balances, borrower prepayment penalties, delinquency rates, late charges along with ancillary fees that are discounted at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the underlying loan. After initial recognition, changes in the MSR fair value are included within change in fair value of mortgage servicing rights in the Company's consolidated statements of operations for the period in which the change occurs.

Intangible Assets

        Intangible assets consist of ACRE Capital's licenses permitting it to participate in programs offered by Fannie Mae, Freddie Mac and HUD (including Ginnie Mae). These licenses are intangible assets with indefinite lives. The Company evaluates identified intangibles for impairment annually or if other events or circumstances indicate that the carrying value may be impaired.

Debt Issuance Costs

        Debt issuance costs under the Company's indebtedness are capitalized and amortized over the terms of the respective debt instrument. Debt issuance costs related to debt securitizations are capitalized and amortized over the term of the underlying loans using the effective interest method. When an underlying loan is prepaid in a debt securitization, the related unamortized debt issuance costs are charged to expense based on a pro-rata share of the debt issuance costs being allocated to the specific loans that were prepaid. Amortization of debt issuance costs is included within interest expense in the Company's consolidated statements of operations while the unamortized balance is included within other assets in the Company's consolidated balance sheets.

Derivative Financial Instruments

        The Company does not hold or issue derivative instruments for trading purposes. The Company recognizes derivatives on its consolidated balance sheets, measures them at their estimated fair value and recognizes changes in their estimated fair value in the Company's consolidated statements of operations for the period in which the change occurs.

        Through its subsidiary, ACRE Capital, the Company enters into loan commitments with borrowers on loan originations whereby the interest rate on the prospective loan is determined prior to funding. In general, ACRE Capital simultaneously enters into forward sale commitments with investors in order to hedge interest rate exposure on loan commitments. The forward sale commitment with the investor locks in an interest rate and price for the sale of the loan. The terms of the loan commitment with the borrower and the forward sale commitment with the investor are matched with the objective of hedging interest rate risk. Loan commitments and forward sale commitments are considered undesignated derivative instruments. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value, with changes in fair value recorded in earnings.

        On December 19, 2012, the Company issued unsecured 7.00% Convertible Senior Notes that mature in 2015 (the "2015 Convertible Notes"). The conversion features of the 2015 Convertible Notes were deemed to be an embedded derivative under FASB ASC Topic 815, Derivatives and Hedging ("ASC 815"). In accordance with ASC 815, the Company was required to bifurcate the embedded derivative related to the conversion features of the 2015 Convertible Notes. Prior to June 26, 2013, the Company recognized the embedded derivative as a liability on its balance sheet, measured at its estimated fair value and recognized changes in its estimated fair value within changes in fair value of derivatives in the Company's consolidated statements of operations for the period in which the change occurs. See Note 9 included in these consolidated financial statements for information on the derivative liability reclassification.

Fair Value Measurements

        GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The financial instruments recorded at fair value on a recurring basis in the Company's consolidated financial statements are derivative financial instruments, MSRs and loans held for sale. The Company has not elected the fair value option for certain other financial instruments, including loans held for investment, secured funding agreements and other debt instruments. Such financial instruments are carried at cost. Fair value is separately disclosed (see Note 14 included in these consolidated financial statements).

Allowance for Loss Sharing

        When a loan is sold under the Fannie Mae DUS program, ACRE Capital undertakes an obligation to partially guarantee the performance of the loan. The date ACRE Capital commits to make a loan to a borrower, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized. Subsequent to the initial commitment date, the Company monitors the performance of each loan for events or circumstances which may signal a liability to be recognized if there is a probable and estimable loss. The initial fair value of the guarantee is estimated by examining historical loss share experienced in the ACRE Capital Fannie Mae DUS portfolio since inception. The initial fair value of the guarantee is included within the provision for loss sharing in the Company's consolidated statements of operations. These historical loss shares serve as a basis to derive a loss share rate which is then applied to the current ACRE Capital DUS portfolio (net of specifically identified impaired loans that are subject to a separate loss share reserve analysis).

Servicing Fee Payable

        ACRE Capital provides additional payments to certain personnel by providing them with a percentage of the servicing fee revenue that is earned by ACRE Capital, which is initially recorded as a liability when ACRE Capital commits to make a loan to a borrower. The initial fair value of the liability represents the expected net cash payments over the life of the related mortgage loan that are discounted at a rate that reflects the credit and liquidity risk of the related MSR. ACRE Capital incurs an expense over the life of each loan as long as the related loan is performing. If a particular loan is not performing, the recipient will not receive the additional compensation on that loan, and if a loss sharing event is triggered, the recipient will not receive a portion of the additional compensation on other loans. The servicing fee payable is included within other liabilities in the consolidated balance sheets. The initial fair value of the related expense is included within gains from mortgage banking activities and the changes in the fair value of the servicing fee payable over the life of the related mortgage loan is included within servicing fee revenue on a net basis in the consolidated statements of operations in the period in which the change occurs.

Revenue Recognition

        Interest income from loans held for investment is accrued based on the outstanding principal amount and the contractual terms of each loan. For loans held for investment, origination fees, contractual exit fees and direct loan origination costs are also recognized in interest income from loans held for investment over the initial loan term as a yield adjustment using the effective interest method.

        A reconciliation of the Company's interest income from loans held for investment, excluding non-controlling interests, to the Company's interest income from loans held for investment as included within its consolidated statements of operations is as follows:

                                                                                                                                                                                    

$ in thousands

 

For the year ended
December 31, 2014

 

Interest income from loans held for investment

 

$

70,495

 

Interest income from non-controlling interest investment held by third parties

 

 

(307

)

​  

​  

Interest income from loans held for investment, excluding non-controlling interests

 

$

70,188

 

​  

​  

​  

​  

​  

        Servicing fees are earned for servicing mortgage loans, including all activities related to servicing the loans, and are recognized as services are provided over the life of the related mortgage loan. Also included in servicing fees are the net fees earned on borrower prepayment penalties and interest earned on borrowers' escrow payments and interim cash balances, along with other ancillary fees and reduced by write-offs of MSRs for loans that are prepaid, changes in the fair value of the servicing fee payable and interest expense related to escrow accounts.

        Gains from mortgage banking activities includes the initial fair value of MSRs, loan origination fees, gain on the sale of loans originated, interest income and fees earned on loans held for sale, changes to the fair value of derivative financial instruments attributable to the loan commitments and forward sale commitments and reduced by the expense related to the initial fair value of the servicing fee payable and the interest expense related to the Warehouse Lines of Credit (as defined in Note 6 included in these consolidated financial statements). The initial fair value of MSRs, loan origination fees, gain on the sale of loans originated, certain direct loan origination costs for loans held for sale and the expenses related to the initial fair value of the servicing fee payable are recognized when ACRE Capital commits to make a loan to a borrower. When the Company settles a sale agreement and transfers the mortgage loan to the buyer, the Company recognizes a MSR asset equal to the present value of the expected net cash flows associated with the servicing of loans sold.

Net Interest Margin and Interest Expense

        Net interest margin within the consolidated statements of operations is a measure that is specific to the Company's principal lending business and serves to measure the performance of the principal lending segment's loans held for investment as compared to its use of debt leverage. The Company includes interest income from its loans held for investment and interest expense related to its secured funding agreements, securitizations debt and the 2015 Convertible Notes in net interest margin. As of December 31, 2014, 2013 and 2012, interest expense is comprised of the following:

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

2012

 

Secured funding agreements and securitizations debt

 

$

27,299 

 

$

8,774 

 

$

2,342 

 

Convertible notes

 

 

6,338 

 

 

6,199 

 

 

216 

 

​  

​  

​  

​  

​  

​  

Interest expense

 

$

33,637 

 

$

14,973 

 

$

2,558 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Stock-Based Compensation

        The Company recognizes the cost of stock-based compensation, which is included within compensation and benefits for ACRE Capital and general and administrative expenses for ACRE in the consolidated statements of operations. The fair value of the time vested restricted stock or restricted stock units granted is recorded to expense on a straight-line basis over the vesting period for the award, with an offsetting increase in stockholders' equity. For grants to directors, officers and employees, the fair value is determined based upon the market price of the stock on the grant date.

        Certain ACRE Capital employees were granted restricted stock that vest in proportion to various financial performance targets being met over a specified period of time. The fair value of the performance based restricted stock granted is recorded to expense on an accelerated basis, using the accelerated attribution method, over the performance period for the award, with an offsetting increase in stockholders' equity. For performance based measures, compensation expense, net of estimated forfeitures, is recorded based on the Company's estimate of the probable achievement of such measures.

Underwriting Commissions and Offering Costs

        Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. Underwriting commissions that are the responsibility of and paid by a related party, such as the Company's Manager, are reflected as a contribution of additional paid-in capital from a sponsor in the consolidated financial statements.

Income Taxes

        The Company has elected and qualified for taxation as a REIT commencing with its taxable year ended December 31, 2012. As a result of the Company's REIT qualification and its distribution policy, the Company does not generally pay U.S. federal corporate level income taxes. Many of the REIT requirements, however, are highly technical and complex. To continue to qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company's REIT taxable income to the Company's stockholders. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company's four subsequent taxable years. Even though the Company currently qualifies for taxation as a REIT, the Company may be subject to certain U.S. federal, state, local and foreign taxes on the Company's income and property and to U.S. federal income and excise taxes on the Company's undistributed REIT taxable income.

        In connection with the acquisition of ACRE Capital, the Company created a wholly owned subsidiary, ACRE Capital Holdings LLC ("TRS Holdings"), to hold the common units of ACRE Capital. The Company formed a wholly owned subsidiary in December 2013, ACRC W TRS and in March 2014, ACRC U TRS in order to issue and hold certain loans intended for sale. The Company currently owns 100% of the equity of TRS Holdings, ACRC U TRS and ACRC W TRS. Entity classification elections to be taxed as a corporation and taxable REIT subsidiary ("TRS") elections were made with respect to TRS Holdings, ACRC W TRS and ACRC U TRS. A TRS is an entity taxed as a corporation other than a REIT in which a REIT directly or indirectly holds equity, and that has made a joint election with such REIT to be treated as a TRS. Other than some activities relating to lodging and health care facilities, a TRS generally may engage in any business, including investing in assets and engaging in activities that could not be held or conducted directly by the Company without jeopardizing its qualification as a REIT. A TRS is subject to applicable U.S. federal, state, local and foreign income tax on its taxable income. In addition, as a REIT, the Company also may be subject to a 100% excise tax on certain transactions between it and its TRS that are not conducted on an arm's-length basis.

        For financial reporting purposes, a provision for current and deferred taxes has been established for the portion of the Company's GAAP consolidated earnings recognized by TRS Holdings, ACRC U TRS and ACRC W TRS.

        FASB ASC Topic 740, Income Taxes ("ASC 740"), prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. As of December 31, 2014 and 2013, based on the Company's evaluation, there is no reserve for any uncertain income tax positions. TRS Holdings, ACRC U TRS and ACRC W TRS recognize interest and penalties, if any, related to unrecognized tax benefits within income tax expense in the consolidated statements of operations. Accrued interest and penalties, if any, are included within other liabilities in the consolidated balance sheets.

Comprehensive Income

        For the years ended December 31, 2014, 2013 and 2012, comprehensive income equaled net income; therefore, a separate consolidated statement of comprehensive income is not included in the accompanying consolidated financial statements.

Earnings per Share

        The Company calculates basic earnings (loss) per share by dividing net income (loss) allocable to common stockholders for the period by the weighted-average shares of common stock outstanding for that period after consideration of the earnings (loss) allocated to the Company's restricted stock, which are participating securities as defined in GAAP. Diluted earnings (loss) per share takes into effect any dilutive instruments, such as restricted stock and convertible debt, except when doing so would be anti-dilutive. With respect to the 2015 Convertible Notes, the Company has the ability and intention to settle the principal in cash and to settle any amount above par in shares of the Company's common stock if the conversion options were exercised. As such, the Company is applying the treasury stock method when determining the dilutive impact on earnings per share.

Use of Estimates in the Preparation of Financial Statements

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.

Business Combinations

        The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The Company recognizes identifiable assets acquired and liabilities (both specific and contingent) assumed at their fair values at the acquisition date. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. The excess of the assets acquired and liabilities assumed over the purchase price is recognized as a gain on acquisition. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with corresponding adjustments to the gain on acquisition. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded through earnings.

Asset Acquisitions

        The Company accounts for acquired assets and assumed liabilities that do not meet the definition of a business as an asset acquisition, under which the cost of the acquisition is allocated to the assets acquired and liabilities assumed on a relative fair value basis. Acquisition-related costs, such as due diligence, legal and accounting fees, are capitalized as a component of the cost of the assets acquired.

Costs Associated with Restructuring Activities

        The Company began restructuring and relocating certain ACRE Capital support services during the three months ended March 31, 2014. The Company incurred costs related to these restructuring activities, including employee termination costs and office relocation costs. The employee termination costs are associated with the severance of certain employees, retention bonuses and guaranteed bonuses to certain key employees, insurance and outplacement, which will be accounted for on a straight-line basis over the period from notification through each employee's termination date. If employees are required to render service (beyond a minimum retention period) in order to receive the termination benefits, a liability for employee termination costs is measured initially at the communication date based on its fair value, as of the termination date, and recognized ratably over the future service period. Office relocation costs include costs that will be incurred in the physical move of offices and incremental rent costs, which will be expensed when space is vacated. The costs incurred to date are included within general and administrative expenses in the Company's consolidated statements of operations.

Recent Accounting Pronouncements

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." The guidance in this ASU supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition." Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

        In November 2014, the FASB issued ASU No. 2014-16, "Derivatives and Hedging (Topic 815)." The objective of this ASU is to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. In addition, the amendments in this ASU clarify that, in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features when considering how to weight those terms and features. The amendments in ASU No. 2014-16 are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted; however, the Company does not plan to early adopt this ASU. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

LOANS HELD FOR INVESTMENT
LOANS HELD FOR INVESTMENT

 

3.     LOANS HELD FOR INVESTMENT

        As of December 31, 2014, the Company had originated or co-originated 46 CRE middle market loans, excluding 11 loans that were repaid since inception. The aggregate originated commitment under these loans at closing was approximately $1.6 billion and outstanding principal was $1.5 billion as of December 31, 2014. During the year ended December 31, 2014, the Company funded approximately $717.4 million of outstanding principal and received repayments of $210.0 million of outstanding principal as described in more detail in the tables below. Such investments are referred to herein as the Company's investment portfolio. As of December 31, 2014, 68.7% of the Company's loans have LIBOR floors, with a weighted average floor of 0.29%, calculated based on loans with LIBOR floors. References to LIBOR or "L" are to 30-day LIBOR (unless otherwise specifically stated).

        The Company's investments in mortgages and loans held for investment are accounted for at amortized cost. The following tables summarize the Company's loans held for investment as of December 31, 2014 and 2013:

                                                                                                                                                                                    

 

 

December 31, 2014

 

$ in thousands

 

Carrying
Amount(1)

 

Outstanding
Principal(1)

 

Weighted
Average
Interest Rate

 

Weighted
Average
Unleveraged
Effective Yield(2)

 

Weighted
Average
Remaining
Life (Years)

 

Senior mortgage loans

 

$

1,156,476 

 

$

1,164,055 

 

 

4.5 

%

 

5.0 

%

 

2.1 

 

Subordinated debt and preferred equity investments

 

 

228,499 

 

 

231,226 

 

 

10.3 

%

 

10.7 

%

 

6.1 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total investment portfolio (excluding non-controlling interests held by third parties)

 

$

1,384,975 

 

$

1,395,281 

 

 

5.5 

%

 

6.0 

%

 

2.8 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

December 31, 2013

 

$ in thousands

 

Carrying
Amount(1)

 

Outstanding
Principal(1)

 

Weighted
Average
Interest Rate

 

Weighted
Average
Unleveraged
Effective Yield(2)

 

Weighted
Average
Remaining
Life (Years)

 

Senior mortgage loans

 

$

867,578 

 

$

873,781 

 

 

5.1 

%

 

5.6 

%

 

2.4 

 

Subordinated debt and preferred equity investments

 

 

90,917 

 

 

91,655 

 

 

9.8 

%

 

10.2 

%

 

3.6 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total investment portfolio (excluding non-controlling interests held by third parties)

 

$

958,495 

 

$

965,436 

 

 

5.5 

%

 

6.0 

%

 

2.5 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

The difference between the Carrying Amount and the Outstanding Principal face amount of the loans held for investment consists of unamortized purchase discount, deferred loan fees and loan origination costs.

(2)

Unleveraged Effective Yield is the compounded effective rate of return that would be earned over the life of the investment based on the contractual interest rate (adjusted for any deferred loan fees, costs, premium or discount) and assumes no dispositions, early prepayments or defaults. The Total Weighted Average Unleveraged Effective Yield is calculated based on the average of Unleveraged Effective Yield of all loans held by the Company as of December 31, 2014 and 2013 as weighted by the Outstanding Principal balance of each loan.

        A reconciliation of the Company's investment portfolio excluding non-controlling interests compared to the Company's loans held for investment as included within its consolidated balance sheets is as follows:

                                                                                                                                                                                    

 

 

As of December 31, 2014

 

$ in thousands

 

Carrying
Amount

 

Loans held for investment

 

$

1,462,584

 

Non-controlling interest investment held by third parties

 

 

(77,609

)

​  

​  

Total investment portfolio (excluding non-controlling interests held by third parties)

 

$

1,384,975

 

​  

​  

​  

​  

​  

        A more detailed listing of the Company's investment portfolio, based on information available as of December 31, 2014 is as follows:

(amounts in millions, except percentages)

                                                                                                                                                                                    

Loan Type

 

Location

 

Outstanding
Principal(1)

 

Carrying
Amount(1)

 

Interest Rate

 

Unleveraged
Effective
Yield(2)

 

Maturity
Date(3)

 

Payment
Terms(4)

 

Transitional Senior Mortgage Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

CA

 

$

75.0 

 

$

74.5 

 

 

L+3.75%

 

 

4.2 

%

 

Aug 2017

 

 

I/O

 

Retail

 

IL

 

 

70.0 

 

 

69.5 

 

 

L+4.25%

 

 

4.9 

%

 

Aug 2017

 

 

I/O

 

Office

 

TX

 

 

61.7 

 

 

60.9 

 

 

L+5.00%

 

 

6.1 

%

 

Jan 2017

 

 

I/O

 

Multifamily

 

GA

 

 

45.8 

 

 

45.8 

 

 

L+4.95%

(5)

 

5.7 

%

 

Apr 2016

 

 

I/O

 

Mixed-use

 

IL

 

 

45.1 

 

 

44.4 

 

 

L+3.60%

 

 

4.2 

%

 

Oct 2018

 

 

I/O

 

Multifamily

 

TX

 

 

44.7 

 

 

44.6 

 

 

L+3.75%

 

 

4.5 

%

 

July 2016

 

 

I/O

 

Multifamily

 

GA

 

 

38.4 

 

 

38.4 

 

 

L+4.95%

(5)

 

5.7 

%

 

Apr 2016

 

 

I/O

 

Industrial

 

MO/KS

 

 

38.0 

 

 

37.7 

 

 

L+4.30%

 

 

5.1 

%

 

Jan 2017

 

 

I/O

 

Multifamily

 

NY

 

 

37.8 

 

 

37.5 

 

 

L+5.00%

 

 

6.1 

%

 

Oct 2017

 

 

I/O

 

Multifamily

 

TX

 

 

35.4 

 

 

35.3 

 

 

L+4.70%

 

 

5.6 

%

 

Apr 2016

 

 

I/O

 

Multifamily

 

FL

 

 

35.2 

 

 

35.0 

 

 

L+3.75%

 

 

4.7 

%

 

Mar 2017

 

 

I/O

 

Multifamily

 

TX

 

 

34.9 

 

 

34.8 

 

 

L+3.75%

 

 

4.5 

%

 

July 2016

 

 

I/O

 

Office

 

FL

 

 

32.8 

 

 

32.6 

 

 

L+3.65%

 

 

4.0 

%

 

Oct 2017

 

 

I/O

 

Office

 

OH

 

 

30.0 

 

 

29.9 

 

 

L+5.35%-
L+5.00%


(6)

 

6.0 

%

 

Nov 2015

 

 

I/O

 

Retail

 

IL

 

 

29.0 

 

 

28.7 

 

 

L+3.25%

 

 

3.9 

%

 

Sep 2018

 

 

I/O

 

Office

 

CA

 

 

27.7 

 

 

27.5 

 

 

L+4.50%

 

 

5.2 

%

 

Apr 2017

 

 

I/O

 

Office

 

OR

 

 

27.4 

 

 

27.1 

 

 

L+3.75%

 

 

4.4 

%

 

Oct 2018

 

 

I/O

 

Multifamily

 

NY

 

 

27.0 

 

 

26.7 

 

 

L+3.75%

 

 

4.4 

%

 

Oct 2017

 

 

I/O

 

Multifamily

 

TX

 

 

27.2 

 

 

27.1 

 

 

L+3.65%

 

 

4.4 

%

 

Jan 2017

 

 

I/O

 

Office

 

KS

 

 

25.5 

 

 

25.4 

 

 

L+5.00%

 

 

5.8 

%

 

Mar 2016

 

 

I/O

 

Mixed-use

 

NY

 

 

26.0 

 

 

25.9 

 

 

L+4.25%

 

 

4.8 

%

 

Aug 2017

 

 

I/O

 

Multifamily

 

TX

 

 

24.9 

 

 

24.7 

 

 

L+3.65%

 

 

4.4 

%

 

Jan 2017

 

 

I/O

 

Multifamily

 

GA

 

 

23.5 

 

 

23.5 

 

 

L+4.95%

(5)

 

5.7 

%

 

Apr 2016

 

 

I/O

 

Multifamily

 

AZ

 

 

21.8 

 

 

21.8 

 

 

L+4.25%

 

 

5.9 

%

 

Sep 2015

 

 

I/O

 

Multifamily

 

GA

 

 

21.6 

 

 

21.4 

 

 

L+3.85%

 

 

4.8 

%

 

May 2017

 

 

I/O

 

Industrial

 

CA

 

 

19.9 

 

 

19.7 

 

 

L+5.25%

 

 

6.1 

%

 

May 2017

 

 

I/O

 

Industrial

 

VA

 

 

19.0 

 

 

18.9 

 

 

L+5.25%

 

 

6.4 

%

 

Dec 2015

 

 

I/O

 

Office

 

CO

 

 

16.8 

 

 

16.6 

 

 

L+3.95%

 

 

4.6 

%

 

Dec 2017

 

 

I/O

 

Office

 

CA

 

 

15.6 

 

 

15.5 

 

 

L+3.75%

 

 

4.5 

%

 

July 2016

 

 

I/O

 

Office

 

CA

 

 

14.8 

 

 

14.7 

 

 

L+4.50%

 

 

5.3 

%

 

July 2016

 

 

I/O

 

Multifamily

 

NC

 

 

14.9 

 

 

14.8 

 

 

L+4.00%

 

 

4.8 

%

 

Apr 2017

 

 

I/O

 

Multifamily

 

NY

 

 

13.7 

 

 

13.6 

 

 

L+3.85%

 

 

4.4 

%

 

Nov 2017

 

 

I/O

 

Multifamily

 

FL

 

 

13.7 

 

 

13.6 

 

 

L+3.80%

 

 

4.6 

%

 

Feb 2017

 

 

I/O

 

Mixed-use

 

NY

 

 

12.6 

 

 

12.4 

 

 

L+3.95%

 

 

4.7 

%

 

Sep 2017

 

 

I/O

 

Multifamily

 

FL

 

 

11.2 

 

 

11.1 

 

 

L+3.75%

 

 

4.6 

%

 

Apr 2017

 

 

I/O

 

Multifamily

 

FL

 

 

10.9 

 

 

10.8 

 

 

L+3.80%

 

 

4.6 

%

 

Feb 2017

 

 

I/O

 

Stretch Senior Mortgage Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

FL

 

 

47.3 

 

 

47.3 

 

 

L+5.25%

(7)

 

5.4 

%

 

Apr 2016

 

 

I/O

 

Industrial

 

OH

 

 

32.7 

 

 

32.4 

 

 

L+4.20%

 

 

4.7 

%

 

May 2018

 

 

I/O

 

Office

 

CA

 

 

14.5 

 

 

14.4 

 

 

L+4.75%

 

 

5.7 

%

 

Feb 2016

 

 

I/O

 

Subordinated Debt and Preferred Equity Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

IL

 

 

37.0 

 

 

36.8 

 

 

8.75% 

 

 

9.1 

%

 

Aug 2016

 

 

I/O

 

Multifamily

 

NY

 

 

33.3 

 

 

33.1 

 

 

L+8.07%

(8)

 

8.5 

%

 

Jan 2019

 

 

I/O

 

Multifamily

 

GA and FL

 

 

34.8 

 

 

34.2 

 

 

L+11.85%

(9)

 

12.3 

%

 

June 2021

 

 

I/O

 

Office

 

GA

 

 

14.3 

 

 

14.3 

 

 

9.5% 

(10)

 

9.5 

%

 

Aug 2017

 

 

I/O

 

Mixed-use

 

NY

 

 

14.6 

 

 

14.5 

 

 

11.50% 

(11)

 

11.9 

%

 

Nov 2016

 

 

I/O

 

Multifamily

 

TX

 

 

4.9 

 

 

4.8 

 

 

L+11.00%

(12)

 

11.6 

%

 

Oct 2016

 

 

I/O

 

Various

 

Diversified(13)

 

 

92.4 

 

 

90.8 

 

 

10.95% 

 

 

11.4 

%

 

Dec 2024

 

 

I/O

 

​  

​  

​  

​  

​  

​  

Total/Average

 

 

 

$

1,395.3 

 

$

1,385.0 

 

 

 

 

 

6.0 

%

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

The difference between the Carrying Amount and the Outstanding Principal amount of the loans held for investment consists of unamortized purchase discount, deferred loan fees and loan origination costs.

(2)

Unleveraged Effective Yield is the compounded effective rate of return that would be earned over the life of the investment based on the contractual interest rate (adjusted for any deferred loan fees, costs, premium or discount) and assumes no dispositions, early prepayments or defaults. Unleveraged Effective Yield for each loan is calculated based on LIBOR as of December 31, 2014 or the LIBOR floor, as applicable. The Weighted Average Unleveraged Effective Yield is calculated based on the average of Unleveraged Effective Yield of all loans held by the Company as of December 31, 2014 as weighted by the Outstanding Principal balance of each loan.

(3)

Certain loans are subject to contractual extension options that vary between one and two 12-month extensions and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities in connection with loan modifications.

(4)

I/O = interest only. Amortization begins on the transitional senior Missouri/Kansas loan with an outstanding principal of $38.0 million in January 2015 and on the transitional senior New York loan with an outstanding principal of $37.8 million in October 2016, respectively, as of December 31, 2014. Amortization begins on the stretch senior Ohio loan with an outstanding principal as of December 31, 2014 of $32.7 million in May 2017. The remainder of the loans in the Company's principal lending portfolio are non-amortizing through their primary terms.

(5)

These loans were originally structured as an A/B note in a cross collateralized loan pool with the Company holding the B-note. In connection with the commercial mortgage-backed securities ("CMBS") financing on November 19, 2013, the Company purchased the A-note and modified and split the combined loan into individual senior whole loans.

(6)

The initial interest rate for this loan of L+5.35% steps down based on performance hurdles to L+5.00%.

(7)

In March 2014, the Company entered into a loan modification that extended the loan for a term of two years and lowered the interest rate to L+5.25%.

(8)

In March 2014, the $85.2 million (outstanding principal) senior loan held for sale by the Company was restructured whereby the principal balance was reduced from $85.2 million to $80.4 million and total commitment was decreased from $93.8 million to $88.4 million. The senior loan was subsequently sold to third party purchasers. The transaction qualified for sale accounting under FASB ASC Topic 860, Transfers and Servicing. The origination and exit fees associated with the senior loan were not restructured and the Company retained the right to a portion of the origination and the exit fees. Upon the sale of the senior loan, the Company recorded a $680 thousand (net of expenses) gain on sale of loans in its consolidated statements of operations. The $28.4 million (outstanding principal) mezzanine loan retained by the Company was also restructured whereby the principal balance was increased from $28.4 million to $33.3 million and total commitment was increased from $31.3 million to $36.6 million. In connection with the restructuring of the mezzanine loan, the interest rate decreased from L+9.90% with a LIBOR floor of 0.17% to L+7.46% with a LIBOR floor of 0.17%. The principal balance, interest rate and unleveraged effective yield of the mezzanine loan may change further based on certain asset-level performance hurdles being met. Due to asset-level performance hurdles being met, the interest rate for this loan increased to L+8.07% on December 22, 2014.

(9)

The preferred return is L+11.85% with 2.00% as payment-in-kind ("PIK"), to the extent cash flow is not available. There is no capped dollar amount on accrued PIK.

(10)

The interest rate for this loan decreased to 9.50% on December 15, 2014.

(11)

The interest rate is 11.50% with a 9.00% current pay and up to a capped dollar amount as PIK based on the borrower's election.

(12)

The preferred return is L+11.00% with an L+ 9.00% current pay and up to a capped dollar amount as PIK.

(13)

The preferred equity investment is in an entity whose assets are comprised of multifamily, student housing, medical office and self-storage properties.

        For the years ended December 31, 2014 and 2013, the activity in the Company's loan portfolio was as follows ($ in thousands):

                                                                                                                                                                                    

Balance at December 31, 2012

 

$

353,500

 

Initial funding

 

 

640,384

 

Receipt of origination fee, net of costs

 

 

(6,058

)

Additional funding

 

 

35,223

 

Amortizing payments

 

 

(150

)

Loan payoffs

 

 

(66,770

)

Origination fee accretion

 

 

2,366

 

​  

​  

Balance at December 31, 2013

 

$

958,495

 

​  

​  

​  

​  

​  

Initial funding

 

 

637,222

 

Receipt of origination fee, net of costs

 

 

(7,026

)

Additional funding

 

 

80,215

 

Loan payoffs

 

 

(209,983

)

Origination fee accretion

 

 

3,661

 

​  

​  

Balance at December 31, 2014

 

$

1,462,584

 

​  

​  

​  

​  

​  

        No impairment charges have been recognized during the years ended December 31, 2014, 2013 and 2012.

MORTGAGE SERVICING RIGHTS
MORTGAGE SERVICING RIGHTS

 

4.     MORTGAGE SERVICING RIGHTS

        MSRs represent servicing rights retained by ACRE Capital for loans it originates and sells. The servicing fees are collected from the monthly payments made by the borrowers. ACRE Capital generally receives other remuneration including rights to various loan fees such as late charges, collateral re-conveyance charges, loan prepayment penalties, and other ancillary fees. In addition, ACRE Capital is also generally entitled to retain the interest earned on funds held pending remittance related to its collection of loan principal and escrow balances. As of December 31, 2014 and 2013, the carrying value of MSRs was approximately $58.9 million and $59.6 million, respectively. As of December 31, 2014 and 2013, ACRE Capital had a servicing portfolio consisting of 976 and 1,000 loans, respectively, with an unpaid principal balance of $4.1 billion and $3.7 billion, respectively.

        Activity related to MSRs for the years ended December 31, 2014 and 2013 was as follows ($ in thousands):

                                                                                                                                                                                    

MSRs acquired in the ACRE Capital acquisition (See Note 18)

 

$

61,236

 

Additions, following sale of loan

 

 

2,385

 

Changes in fair value

 

 

(2,697

)

Prepayments and write-offs

 

 

(1,284

)

​  

​  

Balance at December 31, 2013

 

$

59,640

 

​  

​  

​  

​  

​  

MSRs acquired in asset acquisition (See Note 18)

 

 

1,259

 

Additions, following sale of loan

 

 

7,853

 

Changes in fair value

 

 

(7,650

)

Prepayments and write-offs

 

 

(2,213

)

​  

​  

Balance at December 31, 2014

 

$

58,889

 

​  

​  

​  

​  

​  

        As discussed in Note 2 included in these consolidated financial statements, the Company determines the fair values of the MSRs based on discounted cash flow models that calculate the present value of estimated future net servicing income. The fair values of ACRE Capital's MSRs are subject to changes in discount rates. For example, a 100 basis point increase or decrease in the weighted average discount rate would decrease or increase, respectively, the fair value of ACRE Capital's MSRs outstanding as of December 31, 2014 and 2013 by approximately $1.8 million.

INTANGIBLE ASSETS
INTANGIBLE ASSETS

 

5.     INTANGIBLE ASSETS

        As of December 31, 2014 and 2013, the carrying values of the Company's intangible assets, as described in Note 2, were $6.0 million and $5.0 million, respectively, which are included within other assets in the Company's consolidated balance sheets. On August 5, 2014, ACRE Capital was approved and granted a license by Freddie Mac as a Program Plus® Seller/Servicer for multifamily loans under which ACRE Capital is authorized to sell and service Freddie Mac loans secured by multifamily properties located in New York and Princeton, New Jersey. ACRE Capital can also sell and service Freddie Mac loans secured by multifamily properties located outside of its approved geographic area if it obtains a waiver from Freddie Mac. As a Program Plus® Seller/Servicer, ACRE Capital is approved to originate and sell to Freddie Mac multifamily loans that satisfy Freddie Mac's underwriting and other eligibility requirements. Under the program, ACRE Capital submits its completed loan underwriting package to Freddie Mac and obtains Freddie Mac's commitment to purchase the loan at a specified price after closing. Ultimately, Freddie Mac performs its own underwriting of loans that ACRE Capital sells to it. Freddie Mac may choose to hold, sell, or later securitize such loans. ACRE Capital does not have any material risk-sharing arrangements on loans it sells to Freddie Mac under Program Plus®.

        As of December 31, 2014, the carrying value of the Company's intangible assets of $6.0 million includes the Freddie Mac Program Plus® Seller/Servicer license with a carrying value of $1.0 million. The identified intangible assets have indefinite lives and are not subject to amortization. The Company performs an annual assessment of impairment of its intangible assets in the fourth quarter of each year or whenever events or circumstances make it more likely than not that impairment may have occurred. For the years ended December 31, 2014 and 2013, no impairment charges have been recognized.

DEBT
DEBT

 

6.     DEBT

Financing Facilities

        The Company borrows funds under the ASAP Line of Credit and the BAML Line of Credit (the "Warehouse Lines of Credit"), and the Wells Fargo Facility, the Citibank Facilities, the Capital One Facility, the CNB Facilities, the MetLife Facility and the UBS Facilities (individually defined below and collectively, the "Secured Funding Agreements"). The Company refers to the Warehouse Lines of Credit and the Secured Funding Agreements as the "Financing Facilities"). As of December 31, 2014 and 2013, the outstanding balances and total commitments under the Financing Facilities consisted of the following:

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

$ in thousands

 

Outstanding
Balance

 

Total
Commitment

 

Outstanding
Balance

 

Total
Commitment

 

Wells Fargo Facility

 

$

120,766 

 

$

225,000 

 

$

166,934 

 

$

225,000 

 

December 2011 Citibank Facility

 

 

 

 

 

 

97,485 

 

 

125,000 

 

December 2014 Citibank Facility

 

 

93,432 

 

 

250,000 

 

 

 

 

 

Capital One Facility

 

 

 

 

100,000 

 

 

 

 

100,000 

 

March 2014 CNB Facility

 

 

42,000 

 

 

50,000 

 

 

 

 

 

July 2014 CNB Facility

 

 

75,000 

 

 

75,000 

 

 

 

 

 

MetLife Facility

 

 

144,673 

 

 

180,000 

 

 

 

 

 

April 2014 UBS Facility

 

 

19,685 

 

 

140,000 

 

 

 

 

 

December 2014 UBS Facility

 

 

57,243 

 

 

57,243 

 

 

 

 

 

ASAP Line of Credit

 

 

58,469 

 

 

80,000 

(1)

 

 

 

105,000 

 

BAML Line of Credit

 

 

134,696 

 

 

180,000 

(2)

 

 

 

80,000 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

745,964 

 

$

1,337,243 

 

$

264,419 

 

$

635,000 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

The commitment amount is subject to change at any time at Fannie Mae's discretion.

(2)

The BAML Line of Credit's commitment size increased to $180.0 million for the period November 25, 2014 through January 26, 2015.

        Some of the Company's Financing Facilities are collateralized by i) assignments of specific loans or a pool of loans held for investment or loans held for sale owned by us, ii) interests in the subordinated portion of our securitized debt, or iii) interests in wholly owned entity subsidiaries that hold our loans held for investment. The Financing Facilities (excluding the Warehouse Lines of Credit) are guaranteed by the Company. Generally, the Company partially offsets interest rate risk by matching the interest index of loans held for investment with the Financing Facilities used to fund them.

Wells Fargo Facility

        The Company is party to a master repurchase funding facility arranged by Wells Fargo Bank, National Association (as amended and restated, the "Wells Fargo Facility"), which allows the Company to borrow up to $225.0 million. In December 2014, the Company amended and restated the Wells Fargo Facility to, among other things, extend the maturity date from December 14, 2014 to December 14, 2015 and waive the non-utilization fee from December 14, 2014 through April 14, 2015. Provided that certain conditions are met and applicable extension fees are paid, the maturity date is subject to two 12-month extension options. Under the Wells Fargo Facility, we are permitted to sell, and later repurchase, certain qualifying senior commercial mortgage loans, A-Notes, pari passu participations in commercial mortgage loans and mezzanine loans under certain circumstances, subject to available collateral. Advances under the Wells Fargo Facility accrue interest at a per annum rate equal to the sum of (i) 30 day LIBOR plus (ii) a pricing margin range of 2.00%-2.50%. Subject to the waiver set forth above, the Company incurs a non-utilization fee of 25 basis points on the daily available balance of the Wells Fargo Facility to the extent less than 75% of the Wells Fargo Facility is utilized. For the years ended December 31, 2014 and 2013, the Company incurred a non-utilization fee of $213 thousand and $218 thousand, respectively. As of December 31, 2014 and 2013, the outstanding balance on the Wells Fargo Facility was $120.8 million and $166.9 million, respectively.

        The Wells Fargo Facility contains various affirmative and negative covenants applicable to the Company and certain of the Company's subsidiaries, including the following: (a) limitations on the incurrence of additional indebtedness or liens, (b) limitations on how borrowed funds may be used, (c) limitations on certain distributions and dividend payments in excess of the minimum amount necessary to continue to qualify as a REIT and avoid the payment of income and excise taxes, (d) maintenance of adequate capital, (e) limitations on change of control, (f) maintaining a ratio of total debt to tangible net worth of not more than 4.00 to 1.00, (g) maintaining a ratio of recourse debt to tangible net worth of not more than 3.00 to 1.00, (h) maintaining a fixed charge coverage ratio (expressed as the ratio of EBITDA (net income before net interest expense, income tax expense, depreciation and amortization), as defined, to fixed charges) for the immediately preceding 12-month period ending on the last date of the applicable reporting period to be at least 1.25 to 1.00, (i) maintaining a tangible net worth of at least the sum of (1) approximately $135.5 million, plus (2) 80% of the net proceeds raised in all future equity issuances by the Company and (j) if certain specific debt yield, loan to value or other credit based tests are not met with respect to assets on the Wells Fargo Facility, the Company may be required to repay certain amounts under the Wells Fargo Facility. As of December 31, 2014, the Company was in compliance in all material respects with the terms of the Wells Fargo Facility.

Citibank Facilities

December 2011 Citibank Facility

        The Company was party to a secured revolving funding facility with Citibank, N.A. (as amended, the "December 2011 Citibank Facility"), which allowed the Company to borrow up to $250.0 million. The Company was permitted to borrow funds under the December 2011 Citibank Facility to finance qualifying senior commercial mortgage loans and A-Notes, subject to available collateral. Under the December 2011 Citibank Facility, the Company borrowed funds on a revolving basis in the form of individual loans. Each individual loan was secured by an underlying loan originated by the Company. Amounts outstanding under each individual loan accrued interest at a per annum rate equal to 30 day LIBOR plus a pricing margin of 2.25% to 2.75% (subject to a 0.50% LIBOR floor for one mortgage loan pledged on the December 2011 Citibank Facility), based on the debt yield of the assets securing the December 2011 Citibank Facility. The final repayment date on which a payment of principal was contractually obligated to be made in respect of each mortgage loan pledged under the December 2011 Citibank Facility was the earlier of the latest date on which a payment of principal was contractually obligated to be made in respect of each mortgage loan pledged under the Citibank Facility or December 2, 2018. As of December 31, 2013, the outstanding balance on the December 2011 Citibank Facility was $97.5 million.

        The December 2011 Citibank Facility was replaced in its entirety by the December 2014 Citibank Facility (defined below).

December 2014 Citibank Facility

        In December 2014, the Company entered into a $250.0 million master repurchase facility (the "December 2014 Citibank Facility" and together with the December 2011 Citibank Facility, the "Citibank Facilities") with Citibank, N.A. Under the December 2014 Citibank Facility, the Company has sold, and must later repurchase, qualifying senior commercial mortgage loans and A-Notes approved by Citibank, N.A. in its sole discretion. Advances under the December 2014 Citibank Facility accrue interest at a per annum rate equal to 30 day LIBOR plus a pricing margin of 2.00% to 2.50%, subject to certain exceptions. Under the December 2014 Citibank Facility, the maturity date is December 8, 2016, subject to three 12-month extensions assuming no existing defaults under the December 2014 Citibank Facility and the payment of an extension fee. As of December 31, 2014, the outstanding balance on the December 2014 Citibank Facility was $93.4 million. The Company incurred a non-utilization fee of 25 basis points on the daily available balance of the Citibank Facilities. For the years ended December 31, 2014 and 2013, the Company incurred a non-utilization fee of $316 thousand and $164 thousand, respectively.

        The Citibank Facilities contain various affirmative and negative covenants applicable to the Company and certain of the Company's subsidiaries, including the following: (a) maintaining tangible net worth of at least the sum of (1) 80% of the Company's tangible net worth as of September 30, 2013, plus (2) 80% of the total net capital raised in all future equity issuances by the Company, (b) maintaining liquidity in an amount not less than the greater of (1) $5.0 million or (2) 5% of the Company's recourse indebtedness, not to exceed $10.0 million (provided that in the event the Company's total liquidity equals or exceeds $5.0 million, the Company may satisfy the difference between the minimum total liquidity requirement and the Company's total liquidity with available borrowing capacity), (c) maintaining a fixed charge coverage ratio (expressed as the ratio of EBITDA (net income before net interest expense, income tax expense, depreciation and amortization), as defined, to fixed charges) for the immediately preceding 12-month period ending on the last date of the applicable reporting period to be at least 1.25 to 1.00, (d) maintaining a ratio of total debt to tangible net worth of not more than 4.00 to 1.00, (e) maintaining a ratio of recourse debt to tangible net worth of not more than 3.00 to 1.00 and (f) if certain specific debt yield and loan to value tests are not met with respect to assets on the Citibank Facilities, the Company may be required to repay certain amounts under the Citibank Facilities. The Citibank Facilities also prohibit the Company from amending the management agreement with its Manager in a material respect without the prior consent of the lender. As of December 31, 2014, the Company was in compliance in all material respects with the terms of the December 2014 Citibank Facility.

Capital One Facility

        The Company is party to a secured revolving funding facility with Capital One, National Association (as amended, the "Capital One Facility"), which allows the Company to borrow up to $100.0 million. The Company is permitted to borrow funds under the Capital One Facility to finance qualifying senior commercial mortgage loans, subject to available collateral. Under the Capital One Facility, the Company borrows funds on a revolving basis in the form of individual notes evidenced by individual loans. Each individual loan is secured by an underlying loan originated by the Company. Amounts outstanding under each individual loan accrue interest at a per annum rate equal to the sum of (i) 30 day LIBOR, plus (ii) a pricing margin of 2.00% to 3.50%. The Company may request individual loans under the Capital One Facility through and including May 18, 2015, subject to successive 12-month extension options at the lender's discretion. The maturity date of each individual loan is the same as the maturity date of the underlying loan that secures such individual loan. As of December 31, 2014 and December 31, 2013, there was no outstanding balance on the Capital One Facility. The Company does not incur a non-utilization fee under the terms of the Capital One Facility.

        The Capital One Facility contains various affirmative and negative covenants applicable to the Company and certain of the Company's subsidiaries, including the following for so long as there is any outstanding balance on the Capital One Facility: (a) maintaining a ratio of debt to tangible net worth of not more than 3.00 to 1.00, (b) maintaining a tangible net worth of at least the sum of (1) 80% of the Company's tangible net worth as of May 1, 2012, plus (2) 80% of the net proceeds received from all future equity issuances by the Company, and (c) maintaining a fixed charge coverage ratio (expressed as the ratio of EBITDA (net income before net interest expense, income tax expense, depreciation and amortization), as defined, to fixed charges) for the immediately preceding 12-month period ending on the last date of the applicable reporting period to be at least 1.25 to 1.00. As of December 31, 2014, the Company was in compliance in all material respects with the terms of the Capital One Facility.

City National Bank Facilities

March 2014 CNB Facility

        The Company is party to a $50.0 million secured revolving funding facility with City National Bank (the "March 2014 CNB Facility"). The Company is permitted to borrow funds under the March 2014 CNB Facility to finance new investments and for other working capital and general corporate needs. Advances under the March 2014 CNB Facility accrue interest at a per annum rate equal to the sum of, at the Company's option, either (a) LIBOR for a one, two, three, six or, if available to all lenders, 12-month interest period plus 3.00% or (b) a base rate (which is the highest of a prime rate, the federal funds rate plus 0.50%, or one month LIBOR plus 1.00%) plus 1.25%; provided that in no event shall the interest rate be less than 3.00%. Unless at least 75% of the March 2014 CNB Facility is used on average, unused commitments under the March 2014 CNB Facility accrue unused line fees at the rate of 0.375% per annum. For the year ended December 31, 2014, the Company incurred a non-utilization fee of $82 thousand. The initial maturity date is March 11, 2016, subject to one 12-month extension at the Company's option provided that certain conditions are met. As of December 31, 2014, the outstanding balance on the March 2014 CNB Facility was $42.0 million.

        The agreements governing the March 2014 CNB Facility contain various representations and warranties, and impose certain covenants on the Company and certain of its subsidiaries, as borrower under the March 2014 CNB Facility, including the following: (a) limitations on the incurrence of additional indebtedness or liens, (b) limitations on how borrowed funds may be used, (c) limitations on certain distributions and dividend payments following a default or event of default, (d) limitations on dispositions of assets, (e) maintenance of minimum total asset value by the borrower under the March 2014 CNB Facility and its subsidiaries, and (f) prohibitions of certain change of control events. The agreements governing the March 2014 CNB Facility also impose certain covenants on the Company, including the following: (i) maintaining a ratio of total debt to tangible net worth of not more than 4.00 to 1.00, (ii) maintaining a ratio of recourse debt to tangible net worth of not more than 3.00 to 1.00, (iii) maintaining a tangible net worth of at least 80% of the Company's net worth as of September 30, 2013, plus 80% of the net cash proceeds raised in equity issuances by the Company after March 12, 2014, (iv) maintaining a fixed charge coverage ratio (expressed as the ratio of EBITDA (net income before net interest expense, income tax expense, depreciation and amortization), as defined, to fixed charges) for the immediately preceding 12-month period ending on the last date of the applicable reporting period of at least 1.25 to 1.00, (v) limitations on mergers, consolidations, transfers of assets and similar transactions, and (vi) maintaining its status as a REIT. As of December 31, 2014, the Company was in compliance in all material respects with the terms of the March 2014 CNB Facility.

July 2014 CNB Facility

        In July 2014, the Company and certain of its subsidiaries entered into a $75.0 million revolving funding facility (the "July 2014 CNB Facility" and together with the March 2014 CNB Facility, the "CNB Facilities") with City National Bank. The Company is permitted to borrow funds under the July 2014 CNB Facility to finance new investments and for other working capital and general corporate needs. Advances under the July 2014 CNB Facility accrue interest at a per annum rate equal, at the Company's option, to either (a) LIBOR for a one, two, three, six or, if available to all lenders, 12-month interest period plus 1.50% or (b) a base rate (which is the highest of a prime rate, the federal funds rate plus 0.50%, or one month LIBOR plus 1.00%) plus 0.25%; provided that in no event shall the interest rate be less than 1.50%. Unless at least 75% of the July 2014 CNB Facility is used on average, unused commitments under the July 2014 CNB Facility accrue unused line fees at the rate of 0.125% per annum. For the year ended December 31, 2014, the Company incurred a non-utilization fee of $15 thousand. The initial maturity date is July 31, 2015, subject to one 12-month extension option, provided that certain conditions are met and applicable extension fees are paid. As of December 31, 2014, the outstanding balance on the July 2014 CNB Facility was $75.0 million.

        The agreements governing the July 2014 CNB Facility contain various representations and warranties, and impose certain covenants on the Company and certain of its subsidiaries, as borrower under the July 2014 CNB Facility, including the following: (a) limitations on the incurrence of additional indebtedness or liens, (b) limitations on how borrowed funds may be used, (c) limitations on certain distributions and dividend payments following a default or event of default, (d) limitations on dispositions of assets, (e) maintenance of minimum total asset value by the borrower under the July 2014 CNB Facility and its subsidiaries and (f) prohibitions of certain change of control events. The agreements governing the July 2014 CNB Facility also impose certain covenants on the Company, including the following: (i) maintaining a ratio of total debt to tangible net worth of not more than 4.00 to 1.00, (ii) maintaining a ratio of recourse debt to tangible net worth of not more than 3.00 to 1.00, (iii) maintaining a tangible net worth of at least 80% of the Company's net worth as of September 30, 2013, plus 80% of the net cash proceeds raised in equity issuances by the Company after July 30, 2014, (iv) maintaining a fixed charge coverage ratio (expressed as the ratio of EBITDA (net income before net interest expense, income tax expense, depreciation and amortization), as defined, to fixed charges) for the immediately preceding 12-month period ending on the last date of the applicable reporting period of at least 1.25 to 1.00, (v) limitations on mergers, consolidations, transfers of assets and similar transactions and (vi) maintaining its status as a REIT. As of December 31, 2014, the Company was in compliance in all material respects with the terms of the July 2014 CNB Facility.

        See Note 15 included in these consolidated financial statements for more information on a Credit Support Fee Agreement between Ares Management and the Company.

MetLife Facility

        On August 13, 2014, the Company and certain of its subsidiaries entered into a $180.0 million revolving master repurchase facility (the "MetLife Facility") with Metropolitan Life Insurance Company ("MetLife"), pursuant to which the Company may sell, and later repurchase, commercial mortgage loans meeting defined eligibility criteria which are approved by MetLife in its sole discretion ("Eligible Assets"). The initial purchase price paid by MetLife for any Eligible Asset is based on a specified percentage of the relevant value under the MetLife Facility. Advances under the MetLife Facility accrue interest at a per annum rate of 30 day LIBOR plus 2.35%. The Company will pay MetLife, if applicable, an annual make-whole fee equal to the amount by which the aggregate price differential paid over the term of the MetLife Facility is less than the defined minimum price differential, unless certain conditions are met. The initial maturity date of the MetLife Facility is August 12, 2017, subject to two annual extensions at the Company's option, provided that certain conditions are met, including payment of an extension fee. As of December 31, 2014, the outstanding balance on the MetLife Facility was $144.7 million.

        The agreements governing the MetLife Facility contain various representations and warranties, and impose certain covenants on the Company and certain of its subsidiaries, as borrower under the MetLife Facility, including the following: (a) limitations on the incurrence of additional indebtedness or liens, (b) limitations on how borrowed funds may be used, (c) limitations on certain distributions and dividend payments following a default or event of default, and (d) limitations on dispositions of assets. The agreements governing the MetLife Facility also impose certain covenants on the Company, including the following: (i) maintaining a ratio of total debt to tangible net worth of not more than 4.00 to 1.00, (ii) maintaining a ratio of recourse debt to tangible net worth of not more than 3.00 to 1.00, (iii) maintaining a tangible net worth of at least 80% of the Company's net worth as of September 30, 2013, plus 80% of the net cash proceeds raised in equity issuances by the Company after August 13, 2014, (iv) maintaining a fixed charge coverage ratio (expressed as the ratio of EBITDA (net income before net interest expense, income tax expense, depreciation and amortization), as defined, to fixed charges) for the immediately preceding 12-month period ending on the last date of the applicable reporting period of at least 1.25 to 1.00, and (v) if certain specific debt yield, loan to value or other credit based tests are not met with respect to assets on the MetLife Facility, the Company may be required to repay certain amounts under the MetLife Facility. As of December 31, 2014, the Company was in compliance in all material respects with the terms of the MetLife Facility.

UBS Facilities

April 2014 UBS Facility

        In December 2014, in connection with the execution of the December 2014 UBS Facility (defined below), the Company amended the revolving master repurchase facility (the "April 2014 UBS Facility") with UBS Real Estate Securities Inc. ("UBS") to, among other things, decrease the size of the facility from $195.0 million to $140.0 million. The Company may sell, and later repurchase, commercial mortgage loans and, under certain circumstances, commercial real estate mezzanine loans and other assets meeting defined eligibility criteria that are approved by UBS in its sole discretion. The initial purchase price paid by UBS for assets financed under the April 2014 UBS Facility is based on a specified percentage of the relevant value under the April 2014 UBS Facility. The price differential (or interest rate) on the April 2014 UBS Facility is one-month LIBOR plus 1.88%, excluding amortization of commitment and exit fees. Upon termination of the April 2014 UBS Facility, the Company will pay UBS, if applicable, the amount by which the aggregate price differential paid over the term of the April 2014 UBS Facility is less than the defined minimum price differential and an exit fee, in each case, unless certain conditions are met. The initial maturity date of the April 2014 UBS Facility is April 7, 2017, subject to annual extensions in UBS' sole discretion. As of December 31, 2014, the outstanding balance on the April 2014 UBS Facility was $19.7 million.

        The April 2014 UBS Facility contains margin call provisions that provide UBS with certain rights if the applicable percentage of the aggregate asset value of the purchased assets under the April 2014 UBS Facility is less than the aggregate purchase price for such assets. The April 2014 UBS Facility is fully guaranteed by the Company and requires the Company to maintain certain financial and other covenants including the following: (a) maintaining a ratio of (i) recourse debt to tangible net worth of not more than 3.00 to 1.00 and (ii) total debt to tangible net worth of not more than 4.00 to 1.00, (b) maintaining a tangible net worth of at least 80% of the Company's net worth as of September 30, 2013, plus 80% of net cash proceeds received from all subsequent equity issuances by the Company, and (c) maintaining a fixed charge coverage ratio (expressed as the ratio of adjusted-EBITDA (net income before net interest expense, income tax expense, depreciation and amortization) to fixed charges) for the immediately preceding 12-month period ending on the last day of the applicable reporting period of at least 1.25 to 1.00. In addition, the April 2014 UBS Facility contains certain affirmative and negative covenants and provisions regarding events of default that are customary for similar repurchase facilities. As of December 31, 2014, the Company was in compliance in all material respects with the terms of the April 2014 UBS Facility.

December 2014 UBS Facility

        The Company is party to a global master repurchase agreement (the "December 2014 UBS Facility") with UBS AG ("UBS AG"), pursuant to which the Company will sell, and later repurchase, certain retained subordinate notes in the Company's CMBS securitization (the "Purchased Securities") for an aggregate purchase price equal to $57.2 million. The scheduled repurchase date of the Purchased Securities under the December 2014 UBS Facility is January 6, 2016 (the "Repurchase Date"). The transaction fee (or interest rate), which is payable monthly on the December 2014 UBS Facility, is equal to one-month LIBOR plus 2.74% per annum on the outstanding amount. If the outstanding amount of the Purchased Securities subject to the December 2014 UBS Facility is reduced or repaid prior to the Repurchase Date, UBS AG shall be entitled to a termination fee. As of December 31, 2014, the outstanding balance on the December 2014 UBS Facility was $57.2 million.

        The December 2014 UBS Facility also contains margin call provisions that provide UBS AG with certain rights if the applicable percentage of the aggregate asset value of the Purchased Securities is less than the aggregate purchase price for such Purchased Securities. The December 2014 UBS Facility is fully guaranteed by the Company and requires the Company to maintain certain financial and other covenants including the following: (a) maintaining a ratio of (i) recourse debt to tangible net worth of not more than 3.00 to 1.00 and (ii) total debt to tangible net worth of not more than 4.00 to 1.00, (b) maintaining a tangible net worth of at least 80% of the Company's net worth as of September 30, 2013, plus 80% of net cash proceeds received from all subsequent equity issuances by the Company, and (c) maintaining a fixed charge coverage ratio (expressed as the ratio of adjusted-EBITDA (net income before net interest expense, income tax expense, depreciation and amortization) to fixed charges) for the immediately preceding 12-month period ending on the last day of the applicable reporting period of at least 1.25 to 1.00. In addition, the December 2014 UBS Facility contains certain affirmative and negative covenants and provisions regarding events of default that are customary for similar repurchase facilities. As of December 31, 2014, the Company was in compliance in all material respects with the terms of the December 2014 UBS Facility.

Warehouse Lines of Credit

ASAP Line of Credit

        ACRE Capital is party to a multifamily as soon as pooled ("ASAP") sale agreement with Fannie Mae (the "ASAP Line of Credit") to finance installments received from Fannie Mae. To the extent the ASAP Line of Credit remains active through utilization, there is no expiration date. The commitment amount is subject to change at any time at Fannie Mae's discretion. Fannie Mae advances payment to ACRE Capital in two separate installments according to the terms as set forth in the ASAP sale agreement. The first installment is considered an advance to ACRE Capital from Fannie Mae and not a sale until the second advance and settlement is made. As of December 31, 2014, the outstanding balance under the ASAP Line of Credit was $58.5 million. As of December 31, 2013, there was no outstanding balance under the ASAP Line of Credit.

BAML Line of Credit

        In November 2014, ACRE Capital amended the line of credit with Bank of America, N.A. (as amended and restated, the "BAML Line of Credit") to, among other things, increase the size of the commitment from $80.0 million to $180.0 million for the period November 25, 2014 through January 26, 2015 to accommodate production volume during this time. The stated interest rate on the BAML Line of Credit is LIBOR Daily Floating Rate plus 1.60%. The maturity date of the BAML Line of Credit is April 15, 2015. For the years ended December 31, 2014 and 2013, the Company incurred a non-utilization fee of $84 thousand and $26 thousand, respectively. As of December 31, 2014, the outstanding balance under the BAML Line of Credit was $134.7 million. As of December 31, 2013, there was no outstanding balance under the BAML Line of Credit. See Note 22 included in these consolidated financial statements for information on a subsequent event relating to the BAML Line of Credit.

        The BAML Line of Credit is collateralized by a first lien on ACRE Capital's interest in the mortgage loans that it originates. Advances from the BAML Line of Credit cannot exceed 100% of the principal amounts of the mortgage loans originated by ACRE Capital and must be repaid at the earlier of the sale or other disposition of the mortgage loans or at the expiration date of the BAML Line of Credit. The terms of the BAML Line of Credit require ACRE Capital to comply with various covenants, including a minimum tangible net worth requirement. As of December 31, 2014, ACRE Capital was in compliance in all material respects with the terms of the BAML Line of Credit.

2015 Convertible Notes

        On December 19, 2012, the Company issued $69.0 million aggregate principal amount of the 2015 Convertible Notes. Of this aggregate principal amount, $60.5 million aggregate principal amount of the 2015 Convertible Notes was sold to the initial purchasers (including $9.0 million pursuant to the initial purchasers' exercise in full of their overallotment option) and $8.5 million aggregate principal amount of the 2015 Convertible Notes was sold directly to certain directors, officers and affiliates of the Company in a private placement. The 2015 Convertible Notes were issued pursuant to an Indenture, dated December 19, 2012 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee. The sale of the 2015 Convertible Notes generated net proceeds of approximately $66.2 million. Aggregate estimated offering expenses in connection with the transaction, including the initial purchasers' discount of approximately $2.1 million, were approximately $2.8 million. As of December 31, 2014 and 2013, the carrying value of the 2015 Convertible Notes was $68.4 million and $67.8 million, respectively.

        The 2015 Convertible Notes bear interest at a rate of 7.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2013. The estimated effective interest rate of the 2015 Convertible Notes, which is equal to the stated rate of 7.00% plus the accretion of the original issue discount and associated costs, was 9.4% for the years ended December 31, 2014 and 2013. For the years ended December 31, 2014 and 2013, the interest expense incurred on this indebtedness was $6.3 million and $6.2 million, respectively. The 2015 Convertible Notes will mature on December 15, 2015 (the "Maturity Date"), unless previously converted or repurchased in accordance with their terms. The 2015 Convertible Notes are the Company's senior unsecured obligations and rank senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2015 Convertible Notes; equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company's secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

        Prior to the close of business on the business day immediately preceding June 15, 2015, holders may convert their 2015 Convertible Notes only under certain circumstances as set forth in the Indenture. On or after June 15, 2015 until the close of business on the scheduled trading day immediately preceding the Maturity Date, holders may convert their 2015 Convertible Notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, at its election, cash, shares of its common stock or a combination of cash and shares of its common stock. The conversion rate is initially 53.6107 shares of common stock per $1,000 principal amount of 2015 Convertible Notes (equivalent to an initial conversion price of approximately $18.65 per share of common stock). The conversion rate will be subject to adjustment in some events, including for regular quarterly dividends in excess of $0.35 per share, but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur prior to the Maturity Date, the conversion rate will be increased but will in no event exceed 61.6523 shares of common stock per $1,000 principal amount of 2015 Convertible Notes.

        Prior to June 26, 2013, the Company could not elect to issue shares of common stock upon conversion of the 2015 Convertible Notes to the extent such election would result in the issuance of 20% or more of the common stock outstanding immediately prior to the issuance of the 2015 Convertible Notes until the Company received stockholder approval for issuances above this threshold. Until such stockholder approval was obtained, the Company could not share-settle the full conversion option. As a result, the embedded conversion option did not qualify for equity classification and instead was separately valued and accounted for as a derivative liability. The initial value allocated to the derivative liability was $1.7 million, which represented a discount to the debt cost to be amortized through interest expense using the effective interest method through the maturity of the 2015 Convertible Notes. The effective interest rate used to amortize the debt discount on the 2015 Convertible Notes was 9.4%. During each reporting period, the derivative liability was marked to fair value through earnings.

        On June 26, 2013, stockholder approval was obtained for the issuance of shares in excess of 20% of the Company's common stock outstanding to satisfy any conversions of the 2015 Convertible Notes. As a result, the Company has the ability to fully settle in shares the conversion option and the embedded conversion option is no longer required to be separately valued and accounted for as a derivative liability on a prospective basis. As of June 26, 2013, the conversion option's cumulative value of $86 thousand was reclassified to additional paid-in capital and will no longer be marked-to-market through earnings. The remaining debt discount of $1.5 million as of June 26, 2013, which arose at the date of debt issuance from the original bifurcation, will continue to be amortized through interest expense.

        The Company does not have the right to redeem the 2015 Convertible Notes prior to the Maturity Date, except to the extent necessary to preserve its qualification as a REIT. No sinking fund is provided for the 2015 Convertible Notes. In addition, if the Company undergoes certain corporate events that constitute a "fundamental change," the holders of the 2015 Convertible Notes may require the Company to repurchase for cash all or part of their 2015 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2015 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

        At December 31, 2014, approximate principal maturities of the Company's Financing Facilities and the 2015 Convertible Notes are as follows ($ in thousands):

                                                                                                                                                                                    

 

 

Wells
Fargo
Facility

 

December
2014
Citibank
Facility

 

Capital
One
Facility

 

March
2014
CNB
Facility

 

July
2014
CNB
Facility

 

MetLife
Facility

 

April
2014
UBS
Facility

 

December
2014
UBS
Facility

 

2015
Convertible
Notes

 

ASAP
Line of
Credit

 

BAML
Line of
Credit

 

Total

 

2015

 

$

120,766 

 

$

 

$

 

$

 

$

75,000 

 

$

 

$

 

$

 

$

69,000 

 

$

58,469 

 

$

134,696 

 

$

457,931 

 

2016

 

 

 

 

93,432 

 

 

 

 

42,000 

 

 

 

 

 

 

 

 

57,243 

 

 

 

 

 

 

 

 

192,675 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

144,673 

 

 

19,685 

 

 

 

 

 

 

 

 

 

 

164,358 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

120,766 

 

$

93,432 

 

$

 

$

42,000 

 

$

75,000 

 

$

144,673 

 

$

19,685 

 

$

57,243 

 

$

69,000 

 

$

58,469 

 

$

134,696 

 

$

814,964 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

ALLOWANCE FOR LOSS SHARING
ALLOWANCE FOR LOSS SHARING

 

7.     ALLOWANCE FOR LOSS SHARING

        Loans originated and sold by ACRE Capital to Fannie Mae under the Fannie Mae DUS program are subject to the terms and conditions of a Master Loss Sharing Agreement by ACRE Capital, which was amended and restated during 2012. Under the Master Loss Sharing Agreement, ACRE Capital is responsible for absorbing certain losses incurred by Fannie Mae with respect to loans originated under the DUS program, as described below in more detail. The compensation for this risk of loss is a component of servicing fees on the loan.

        The losses incurred with respect to individual loans are allocated between ACRE Capital and Fannie Mae based on the loss level designation ("Loss Level") for the particular loan. Loans are designated as Loss Level I, Loss Level II or Loss Level III. All loans are designated Loss Level I unless Fannie Mae and ACRE Capital agree upon a different Loss Level for a particular loan at the time of the loan commitment, or if Fannie Mae determines that the loan was not underwritten, processed or serviced according to Fannie Mae guidelines.

        Losses on Loss Level I loans are shared 33.33% by ACRE Capital and 66.67% by Fannie Mae. The maximum amount of ACRE Capital's risk-sharing obligation with respect to any Loss Level I loan is 33.33% of the original principal amount of the loan. Losses incurred in connection with Loss Level II and Loss Level III loans are allocated disproportionately to ACRE Capital until ACRE Capital has absorbed the maximum level of its risk-sharing obligation with respect to the particular loan. The maximum loss allocable to ACRE Capital for Loss Level II loans is 30% of the original principal amount of the loan, and for Loss Level III loans is 40% of the original principal amount of the loan.

        According to the Master Loss Sharing Agreement, Fannie Mae may unilaterally increase the amount of the risk-sharing obligation of ACRE Capital with respect to individual loans without regard to a particular Loss Level if (i) the loan does not meet specific underwriting criteria, (ii) the loan is defaulted within twelve (12) months after it is purchased by Fannie Mae, or (iii) Fannie Mae determines that there was fraud, material misrepresentation or gross negligence by ACRE Capital in its underwriting, closing, delivery or servicing of the loan. Under certain limited circumstances, Fannie Mae may require ACRE Capital to absorb 100% of the losses incurred on a loan by requiring ACRE Capital to repurchase the loan.

        The amount of loss incurred on a particular loan is determined at the time the loss is incurred, for example, at the time a property is foreclosed by Fannie Mae (whether acquired by Fannie Mae or a third party) or at the time a loan is modified in connection with a default. Losses may be determined by reference to the price paid by a third party at a foreclosure sale or by reference to an appraisal obtained by Fannie Mae in connection with the default on the loan.

        In connection with the Company's acquisition of ACRE Capital, Alliant, Inc., a Florida corporation, and The Alliant Company, LLC, a Florida limited liability company (the "Sellers"), are jointly and severally obligated to fund directly (if permitted) or to reimburse ACRE Capital for amounts due and owing after the closing date to Fannie Mae pursuant to ACRE Capital's allowance for loss sharing with respect to settlement of certain DUS program mortgage loans originated and serviced by ACRE Capital, subject to certain limitations. In addition, the Sellers are jointly and severally obligated to indemnify ACRE Capital for, among other things, certain losses arising from Sellers' failure to fulfill the funding or reimbursement obligations described above. As of December 31, 2014 and 2013, the preliminary estimate of the portion of such contributions towards such losses relating to the allowance for loss sharing of ACRE Capital is $494 thousand and $1.9 million, respectively, and is included within other assets in the consolidated balance sheets. Additionally, with respect to the settlement of certain non-designated DUS program mortgage loans originated and serviced by ACRE Capital, the Sellers are jointly and severally obligated to fund directly (if permitted) or to reimburse ACRE Capital in each of the three 12 month periods following the closing date for eighty percent (80%) of amounts due and owing after the closing date to Fannie Mae pursuant to ACRE Capital's allowance for loss sharing in excess of $2.0 million during such 12 month period; provided that in no event shall Sellers obligations exceed in the aggregate $3.0 million for the entire three year period.

        ACRE Capital uses several tools to manage its risk-sharing obligation, including maintenance of disciplined underwriting and approval processes and procedures, and periodic review and evaluation of underwriting criteria based on underlying multifamily housing market data and limitation of exposure to particular geographic markets and submarkets and to individual borrowers. In situations where payment under the guaranty is probable and estimable on a specific loan, the Company records an additional liability through a charge to the provision for loss sharing in the consolidated statements of operations. The amount of the provision reflects the Company's assessment of the likelihood of payment by the borrower, the estimated disposition value of the underlying collateral and the level of risk-sharing. Historically, among other factors, the loss recognition occurs at or before the loan becoming 60 days delinquent.

        A summary of the Company's allowance for loss sharing for the years ended December 31, 2014 and 2013 is as follows ($ in thousands):

                                                                                                                                                                                    

Allowance for loss sharing assumed in the ACRE Capital acquisition (See Note 18)

 

$

18,386

 

Current period provision for loss sharing

 

 

6

 

Settlements/Writeoffs

 

 

(1,912

)

​  

​  

Balance at December 31, 2013

 

$

16,480

 

​  

​  

​  

​  

​  

Current period provision for loss sharing

 

 

(1,364

)

Settlements/Writeoffs

 

 

(2,767

)

​  

​  

Balance at December 31, 2014

 

$

12,349

 

​  

​  

​  

​  

​  

        As of December 31, 2014 and 2013, the maximum quantifiable allowance for loss sharing associated with the Company's guarantees under the Fannie Mae DUS agreement was $1.1 billion and $1.3 billion, respectively, from a total recourse at risk pool of $3.2 billion and $3.7 billion, respectively. Additionally, as of December 31, 2014 and 2013, the non-at risk pool was $2.0 million and $5.2 million, respectively. The at risk pool is subject to Fannie Mae's Master Loss Sharing Agreement and the non-at risk pool is not subject to such agreement. The maximum quantifiable allowance for loss sharing is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement.

COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES

 

8.     COMMITMENTS AND CONTINGENCIES

        As of December 31, 2014 and 2013, the Company had the following commitments to fund various stretch senior mortgage loans, transitional senior mortgage loans, subordinated and mezzanine debt investments, as well as preferred equity investments accounted for as loans held for investment:

                                                                                                                                                                                    

 

 

As of December 31,

 

$ in thousands

 

2014

 

2013

 

Total commitments

 

$

1,565,117

 

$

1,191,212

 

Less: funded commitments

 

 

(1,395,281

)

 

(1,050,674

)

​  

​  

​  

​  

Total unfunded commitments

 

$

169,836

 

$

140,538

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Commitments to extend credit by ACRE Capital are generally agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Occasionally, the commitments may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. As of December 31, 2014 and 2013, ACRE Capital had the following commitments to sell and fund loans:

                                                                                                                                                                                    

 

 

As of December 31,

 

$ in thousands

 

2014

 

2013

 

Commitments to sell loans

 

$

249,803 

 

$

56,115 

 

Commitments to fund loans

 

 

51,109 

 

 

51,794 

 

Lease Commitments

        ACRE Capital is obligated under a number of operating leases for office spaces with terms ranging from less than one year to more than five years. Rent expense for the years ended December 31, 2014 and 2013 was $983 thousand and $230 thousand, respectively.

        The following table shows future minimum payments under the Company's operating leases for the year ended December 31, 2014 ($ in thousands):

                                                                                                                                                                                    

For the year ended December 31, 2014

 

 

 

2015

 

$

565 

 

2016

 

 

790 

 

2017

 

 

839 

 

2018

 

 

839 

 

2019

 

 

765 

 

Thereafter

 

 

1,718 

 

​  

​  

Total

 

$

5,516 

 

​  

​  

​  

​  

​  

        The Company from time to time may be party to litigation relating to claims arising in the normal course of business. As of December 31, 2014, the Company is not aware of any legal claims that could materially impact its business, financial condition or results of operations.

DERIVATIVES
DERIVATIVES

 

9.     DERIVATIVES

Non-designated Hedges

        Derivatives not designated as hedges are derivatives that do not meet the criteria for hedge accounting under GAAP or for which the Company has not elected to designate as hedges. Changes in the fair value of derivatives related to the loan commitments and forward sale commitments are recorded directly in gains from mortgage banking activities in the consolidated statements of operations.

Loan commitments and forward sale commitments

        Through its subsidiary, ACRE Capital, the Company enters into loan commitments with borrowers on loan originations whereby the interest rate on the prospective loan is determined prior to funding. In general, ACRE Capital simultaneously enters into forward sale commitments with investors in order to hedge against the interest rate exposure on loan commitments. The forward sale commitment with the investor locks in an interest rate and price for the sale of the loan. The terms of the loan commitment with the borrower and the forward sale commitment with the investor are matched with the objective of hedging interest rate risk. Loan commitments and forward sale commitments are considered undesignated derivative instruments. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value, with changes in fair value recorded in earnings. For the year ended December 31, 2014, the Company entered into 36 loan commitments and 36 forward sale commitments. For the year ended December 31, 2013, the Company entered into 20 loan commitments and 20 forward sale commitments.

        As of December 31, 2014, the Company had one loan commitment with a total notional amount of $51.1 million and ten forward sale commitments with a total notional amount of $249.8 million, with maturities ranging from nine days to 23 months that were not designated as hedges in qualifying hedging relationships. As of December 31, 2013, the Company had two loan commitments with a total notional amount of $51.8 million and five forward sale commitments with a total notional amount of $56.1 million, with maturities ranging from 24 to 60 days that were not designated as hedges in qualifying hedging relationships.

Right to acquire MSRs

        In connection with the acquisition of ACRE Capital, the Company assumed the right to acquire the servicing for certain HUD loans at a future date. This right was contingent upon satisfaction of certain conditions, which were all satisfied in the fourth quarter of 2013. Accordingly, the Company assumed servicing of these loans as of January 1, 2014. Pursuant to the acquisition method of accounting, a gain on acquisition related to these MSRs was recognized retrospectively as of August 30, 2013, the acquisition date of Alliant Capital. The derivative asset associated with the right to service these loans in 2014 is included within other assets in the consolidated balance sheets as of December 31, 2013.

Embedded conversion option

        In connection with the issuance of the 2015 Convertible Notes, the Company could not elect to issue shares of common stock upon conversion of the 2015 Convertible Notes to the extent such election would result in the issuance of 20% or more of the common stock outstanding immediately prior to the issuance of the 2015 Convertible Notes until the Company received stockholder approval for issuances above this threshold. As a result, the embedded conversion option did not qualify for equity classification and instead was separately valued and accounted for as a derivative liability. On June 26, 2013, stockholder approval was obtained for the issuance of shares in excess of 20% of the Company's common stock outstanding to satisfy any conversions of the 2015 Convertible Notes. As a result, the Company had the ability to fully settle in shares the conversion option and the embedded conversion option was no longer required to be separately valued and accounted for as a derivative liability on a prospective basis. As of December 31, 2014 and 2013, there was no derivative liability. For the year ended December 31, 2013, changes in the fair value of the embedded conversion option are included within changes in fair value of derivatives in the consolidated statements of operations.

        The table below presents the fair value of the Company's derivative financial instruments as well as their classification within the Company's consolidated balance sheets as of December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

 

 

Balance Sheet
Location

 

Fair Value

 

Balance Sheet
Location

 

Fair Value

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

Loan commitments

 

Other assets

 

$

3,082

 

Other assets

 

$

2,038

 

Forward sale commitments

 

Other assets

 

 

116

 

Other assets

 

 

272

 

Right to acquire MSRs

 

Other assets

 

 

 

Other assets

 

 

1,717

 

Forward sale commitments

 

Other liabilities

 

 

(1,528

)

Other liabilities

 

 

(500

)

​  

​  

​  

​  

Total derivatives not designated as hedging instruments

 

 

 

$

1,670

 

 

 

$

3,527

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

SERIES A CONVERTIBLE PREFERRED STOCK
SERIES A CONVERTIBLE PREFERRED STOCK

 

10.   SERIES A CONVERTIBLE PREFERRED STOCK

        On February 8, 2012, the Company's board of directors adopted resolutions classifying and designating 600 shares of authorized preferred stock as shares of Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Preferred Stock"). Holders of shares of Series A Preferred Stock were entitled to receive, when and as authorized by the Company's board of directors and declared by us out of funds legally available for that purpose, dividends at the Prevailing Dividend Rate, compounded quarterly. The "Prevailing Dividend Rate" means (a) beginning on the issue date through and including December 31, 2012, 10% per annum, (b) beginning on January 1, 2013 through and including December 31, 2013, 11% per annum, (c) beginning on January 1, 2014 through and including December 31, 2014, 12% per annum, and (d) beginning on January 1, 2015 and thereafter, 13% per annum; provided, however, that the Prevailing Dividend Rate may decrease by certain specified amounts if the Company achieves a certain coverage ratio.

        Shares of Series A Preferred Stock were redeemable by the Company at any time, in whole or in part, beginning on September 30, 2012, at the applicable redemption price. Additionally, shares of Series A Preferred Stock were redeemable at the option of the holder upon an IPO, at the applicable redemption price. Holders of shares of the Series A Preferred Stock exercised this redemption in connection with the IPO and no shares of Series A Preferred Stock were outstanding as of December 31, 2014 and December 31, 2013.

        During the year ended December 31, 2012, the Company issued 114.4578 shares of Series A Preferred Stock for an aggregate subscription price of approximately $5.7 million, paid a cash dividend of $102 thousand, and recognized the accretion of $572 thousand for the redemption premium for a total balance of approximately $6.3 million. The redemption price for redeemed shares of Series A Preferred Stock was equal to (i) the sum of (a) the subscription price, (b) any dividends per share added thereto pursuant to the terms of the Series A Preferred Stock and (c) any accrued and unpaid dividends per share plus (ii) an amount equal to a percentage of the subscription price of the Series A Preferred Stock and 10%.

EQUITY
EQUITY

 

11.   EQUITY

        The following table summarizes the total shares issued and proceeds received in public offerings of the Company's common stock net of offering costs for the years ended December 31, 2013 and 2012 (in millions, except per share data):

                                                                                                                                                                                    

 

 

Shares Issued

 

Offering Price
per share

 

Proceeds net of
offering costs

 

2013

 

 

 

 

 

 

 

 

 

 

July 2013

 

 

601,590 

(1)

$

13.50 

 

 

7.7 

 

June 2013

 

 

18,000,000 

 

$

13.50 

 

 

234.6 

 

​  

​  

​  

​  

Total for the year ended December 31, 2013

 

 

18,601,590 

 

 

 

 

 

242.3 

 

2012

 

 

 

 

 

 

 

 

 

 

May 2012

 

 

7,700,000 

 

$

18.50 

 

 

139.0 

 

​  

​  

​  

​  

Total for the year ended December 31, 2012

 

 

7,700,000 

 

 

 

 

 

139.0 

 


(1)

The Company granted the underwriters an option to purchase up to an additional 2.7 million shares of common stock. This amount represents the partial exercise of the option to purchase additional shares by the underwriters.

        The net proceeds were used to invest in target investments, repay indebtedness, fund future funding commitments on existing loans and for other general corporate purposes. There were no shares issued in public or private offerings for the year ended December 31, 2014.

        See Note 18 included in these consolidated financial statements for information regarding shares of the Company's common stock issued in a private placement.

Equity Incentive Plan

        On April 23, 2012, the Company adopted an equity incentive plan (the "2012 Equity Incentive Plan"). Pursuant to the 2012 Equity Incentive Plan, the Company may grant awards consisting of restricted shares of the Company's common stock, restricted stock units and/or other equity-based awards to the Company's outside directors, employees, officers, ACREM and other eligible awardees under the plan, subject to an aggregate limitation of 690,000 shares of common stock (7.5% of the issued and outstanding shares of the Company's common stock immediately after giving effect to the issuance of the shares sold in the IPO). Any restricted shares of the Company's common stock and restricted stock units will be accounted for under FASB ASC Topic 718, Compensation—Stock Compensation ("ASC 718"), resulting in share-based compensation expense equal to the grant date fair value of the underlying restricted shares of common stock or restricted stock units.

        Restricted stock grants generally vest ratably over a one to four year period from the vesting start date. The grantee receives additional compensation for each outstanding restricted stock grant, classified as dividends paid, equal to the per-share dividends received by common stockholders.

        During the year ended December 31, 2014, an ACRE Capital employee was granted restricted stock that vests in proportion to certain financial performance targets being met over a specified period of time. The fair value of the performance based restricted stock granted is recorded to expense on an accelerated basis using the accelerated attribution method over the performance period for the award, with an offsetting increase in stockholders' equity.

        The following table details the restricted stock grants awarded as of December 31, 2014.

                                                                                                                                                                                    

Grant Date

 

Vesting Start Date

 

Shares Granted

 

May 1, 2012

 

July 1, 2012

 

 

35,135 

 

June 18, 2012

 

July 1, 2012

 

 

7,027 

 

July 9, 2012

 

October 1, 2012

 

 

25,000 

 

June 26, 2013

 

July 1, 2013

 

 

22,526 

 

November 25, 2013

 

November 25, 2016

 

 

30,381 

 

January 31, 2014

 

March 15, 2016

 

 

48,273 

 

February 26, 2014

 

February 26, 2014

 

 

12,030 

 

February 27, 2014

 

August 27, 2014

 

 

22,354 

 

June 24, 2014

 

June 24, 2014

 

 

17,658 

 

​  

​  

Total

 

 

 

 

220,384 

 

​  

​  

​  

​  

​  

        The following tables summarize the non-vested shares of restricted stock and the vesting schedule of shares of restricted stock for the Company's directors and officers and employees of ACRE Capital as of December 31, 2014.

Schedule of Non-Vested Share and Share Equivalents

                                                                                                                                                                                    

 

 

Restricted Stock
Grants—Directors

 

Restricted Stock
Grants—Officer

 

Restricted Stock
Grants—Employees

 

Total

 

Balance as of December 31, 2013

 

 

25,420

 

 

17,186

 

 

30,381

 

 

72,987

 

Granted

 

 

29,688

 

 

 

 

70,627

 

 

100,315

 

Vested

 

 

(31,290

)

 

(6,250

)

 

(4,471

)

 

(42,011

)

Forfeited

 

 

(2,494

)

 

 

 

(17,883

)

 

(20,377

)

​  

​  

​  

​  

​  

​  

​  

​  

Balance as of December 31, 2014

 

 

21,324

 

 

10,936

 

 

78,654

 

 

110,914

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Future Anticipated Vesting Schedule

                                                                                                                                                                                    

 

 

Restricted Stock
Grants—Directors

 

Restricted Stock
Grants—Officer

 

Restricted Stock
Grants—Employees(1)

 

Total

 

2015

 

 

16,320 

 

 

6,250 

 

 

 

 

22,570 

 

2016

 

 

4,170 

 

 

4,686 

 

 

30,381 

 

 

39,237 

 

2017

 

 

834 

 

 

 

 

 

 

834 

 

2018

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

 

21,324 

 

 

10,936 

 

 

30,381 

 

 

62,641 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Future anticipated vesting related to employees of ACRE Capital that were granted restricted stock that vests in proportion to certain financial performance targets being met over a specified period of time are not included due to uncertainty in actual vesting date.

        The following table summarizes the restricted stock compensation expense included in general and administrative expenses for ACRE and compensation and benefits for ACRE Capital, the total fair value of shares vested and the weighted average grant date fair value of the restricted stock granted to the Company's directors and officers and employees of ACRE Capital for the years ended December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

For the Year Ended December 31,

 

 

 

2014

 

2013

 

 

 

Restricted Stock Grants

 

Restricted Stock Grants

 

 

 

Directors

 

Officer

 

Employees

 

Total

 

Directors

 

Officer

 

Employees

 

Total

 

Compensation expense

 

$

445 

 

$

106 

 

$

388 

 

$

939 

 

$

408 

 

$

106 

 

$

10 

 

$

524 

 

Total fair value of shares vested (1)

 

 

399 

 

 

79 

 

 

56 

 

 

534 

 

 

366 

 

 

92 

 

 

 

 

458 

 

Weighted average grant date fair value

 

 

385 

 

 

 

 

944 

 

 

 

 

 

289 

 

 

 

 

398 

 

 

 

 


(1)

Based on the closing price of the Company's common stock on the NYSE on each vesting date.

        As of December 31, 2014 and 2013, the total compensation cost related to non-vested awards not yet recognized totaled $1.1 million and $967 thousand, respectively, and the weighted-average period over which the non-vested awards are expected to be recognized is 2.60 years and 2.17 years, respectively.

Non-Controlling Interests

        The non-controlling interests held by third parties in the Company's consolidated balance sheets represent the equity interests in a limited liability company, ACRC KA Investor LLC ("ACRC KA") that are not owned by the Company. A portion of ACRC KA's consolidated equity and statement of operations are allocated to these non-controlling interests held by third parties based on their pro-rata ownership of ACRC KA. As of December 31, 2014, ACRC KA's total equity was $170.7 million, of which $92.8 million was owned by the Company and $77.9 million was allocated to non-controlling interests held by third parties. See Note 17 included in these consolidated financial statements for more information on ACRC KA.

EARNINGS PER SHARE
EARNINGS PER SHARE

 

12.   EARNINGS PER SHARE

        The following information sets forth the computations of basic and diluted earnings per common share for the years ended December 31, 2014, 2013 and 2012:

                                                                                                                                                                                    

 

 

For the year ended December 31,

 

$ in thousands (except share and per share data)

 

2014

 

2013

 

2012

 

Net income attributable to common stockholders:

 

$

24,396 

 

$

13,766 

 

$

186 

 

Divided by:

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares of common stock outstanding:

 

 

28,459,309 

 

 

18,989,500 

 

 

6,532,706 

 

Non-vested restricted stock

 

 

125,713 

 

 

48,652 

 

 

34,603 

 

​  

​  

​  

​  

​  

​  

Diluted weighted average shares of common stock outstanding:

 

 

28,585,022 

 

 

19,038,152 

 

 

6,567,309 

 

​  

​  

​  

​  

​  

​  

Basic earnings per common share:

 

$

0.86 

 

$

0.72 

 

$

0.03 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Diluted earnings per common share:

 

$

0.85 

 

$

0.72 

 

$

0.03 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The Company has considered the impact of the 2015 Convertible Notes and the restricted shares on diluted earnings per common share. The number of shares of common stock that the 2015 Convertible Notes are convertible into were not included in the computation of diluted net income per common share because the inclusion of those shares would have been anti-dilutive for the years ended December 31, 2014, 2013 and 2012.

INCOME TAX
INCOME TAX

 

13.   INCOME TAX

        As discussed in Note 1 included in these consolidated financial statements, the Company established a TRS, TRS Holdings, in connection with the acquisition of ACRE Capital. In addition, in December 2013 and March 2014, the Company formed ACRC W TRS and ACRC U TRS, respectively, in order to issue and hold certain loans intended for sale. The TRS' income tax provision consisted of the following for the years ended December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

For the year
ended
December 31,

 

 

 

2014

 

2013

 

Current

 

$

329

 

$

115

 

Deferred

 

 

(1,372

)

 

61

 

​  

​  

​  

​  

Total income tax expense (benefit)

 

$

(1,043

)

$

176

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are presented net by tax jurisdiction and are included within other assets and other liabilities in the consolidated balance sheets, respectively. As of December 31, 2014 and 2013, the TRS' U.S. tax jurisdiction was in a net deferred tax liability position. The TRS' are not currently subject to tax in any foreign tax jurisdictions.

        As of December 31, 2014, TRS Holdings had a net operating loss carryforward of $4.0 million, which may be carried back to 2013 and forward 20 years. The following table presents the U.S. tax jurisdiction and the tax effects of temporary differences on the TRS' respective net deferred tax assets and liabilities ($ in thousands).

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

Deferred tax assets

 

 

 

 

 

 

 

Mortgage servicing rights

 

$

2,844

 

$

749

 

Net operating loss carryforward

 

 

1,465

 

 

 

Other temporary differences

 

 

1,055

 

 

125

 

​  

​  

​  

​  

Sub-total-deferred tax assets

 

 

5,364

 

 

874

 

​  

​  

​  

​  

Deferred tax liabilities

 

 

 

 

 

 

 

Basis difference in assets from acquisition of ACRE Capital

 

 

(2,654

)

 

(2,810

)

Components of gains from mortgage banking activities

 

 

(4,046

)

 

(893

)

Amortization of intangible assets

 

 

(170

)

 

(49

)

​  

​  

​  

​  

Sub-total-deferred tax liabilities

 

 

(6,870

)

 

(3,752

)

​  

​  

​  

​  

Net deferred tax liability

 

$

(1,506

)

$

(2,878

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Based on the TRS' assessment, it is more likely than not that the deferred tax assets will be realized through future taxable income. The TRS' recognize interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statements of operations. Accrued interest and penalties, if any, are included within other liabilities in the consolidated balance sheets.

        The following table is a reconciliation of the TRS' effective tax rate to the TRS' statutory U.S. federal income tax rate for the years ended December 31, 2014 and 2013:

                                                                                                                                                                                    

 

 

For the year ended
December 31,

 

 

 

2014

 

2013

 

Federal statutory rate

 

 

35.0 

%

 

35.0 

%

State income taxes

 

 

2.4 

%

 

5.7 

%

Federal benefit of state tax deduction

 

 

(0.8 

)%

 

(2.0 

)%

​  

​  

​  

​  

Effective tax rate

 

 

36.6 

%

 

38.7 

%  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        As of December 31, 2014, tax years 2011 through 2014 remain subject to examination by taxing authorities. The Company does not have any unrecognized tax benefits and the Company does not expect that to change in the next twelve months.

Intercompany Note

        In connection with the acquisition of ACRE Capital, the Company partially capitalized TRS Holdings with a $44.0 million note. In October 2014, the Company entered into a $8.0 million revolving promissory note with TRS Holdings (collectively, the two intercompany notes described above are referred to as, the "Notes"). As of December 31, 2014 and 2013, the outstanding principal balance of the Notes was $50.9 million and $44.0 million, respectively. The income statement effects of the Notes are eliminated in consolidation for financial reporting purposes, but the interest income and expense from the Notes will affect the taxable income of the Company and TRS Holdings.

FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS

 

14.   FAIR VALUE OF FINANCIAL INSTRUMENTS

        The Company follows FASB ASC Topic 820-10, Fair Value Measurement ("ASC 820-10"), which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure requirements for fair value measurements. ASC 820-10 determines fair value to be the price that would be received for a financial instrument in a current sale, which assumes an orderly transaction between market participants on the measurement date. The financial instruments recorded at fair value on a recurring basis in the Company's consolidated financial statements are derivative instruments, MSRs and loans held for sale. ASC 820-10 specifies a hierarchy of valuation techniques based on the inputs used in measuring fair value.

        In accordance with ASC 820-10, the inputs used to measure fair value are summarized in the three broad levels listed below:

        Level I—Quoted prices in active markets for identical assets or liabilities.

        Level II—Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

        Level III—Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.

        GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the financial statements, for which it is practical to estimate the value. In cases where quoted market prices are not available, fair values are based upon the application of discount rates to estimated future cash flows using market yields, or other valuation methodologies. Any changes to the valuation methodology will be reviewed by the Company's management to ensure the changes are appropriate. The methods used may produce a fair value calculation that is not indicative of net realizable value or reflective of future fair values. Furthermore, while the Company anticipates that the valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company uses inputs that are current as of the measurement date, which may fall within periods of market dislocation, during which price transparency may be reduced.

Financial Instruments Reported at Fair Value

        The Company has certain assets and liabilities that are required to be recorded at fair value on a recurring basis in accordance with GAAP. Financial instruments reported at fair value in the Company's consolidated financial statements include MSRs, right to acquire MSRs, loan commitments, forward sale commitments and loans held for sale.

        The following table summarizes the levels in the fair value hierarchy into which the Company's financial instruments were categorized as of December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

Fair Value as of December 31, 2014

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Loans held for sale

 

$

 

$

203,006

 

$

 

$

203,006

 

Mortgage servicing rights

 

 

 

 

 

 

58,889

 

 

58,889

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan commitments

 

 

 

 

 

 

3,082

 

 

3,082

 

Forward sale commitments

 

 

 

 

 

 

116

 

 

116

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward sale commitments

 

 

 

 

 

 

(1,528

)

 

(1,528

)

 

                                                                                                                                                                                    

 

 

Fair Value as of December 31, 2013

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Loans held for sale

 

$

 

$

89,233

 

$

 

$

89,233

 

Mortgage servicing rights

 

 

 

 

 

 

59,640

 

 

59,640

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan commitments

 

 

 

 

 

 

2,038

 

 

2,038

 

Forward sale commitments

 

 

 

 

 

 

272

 

 

272

 

Right to acquire MSRs

 

 

 

 

 

 

 

 

1,717

 

 

1,717

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward sale commitments

 

 

 

 

 

 

(500

)

 

(500

)

        There were no transfers between the levels as of December 31, 2014 and 2013. Transfers between levels are recognized based on the fair value of the financial instrument at the beginning of the period.

        Loan commitments and forward sale commitments are valued based on a discounted cash flow model that incorporates changes in interest rates during the period. The MSRs and right to acquire MSRs are valued based on discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. The loans held for sale are valued based on discounted cash flow models that incorporate quoted observable prices from market participants. The valuation of derivative instruments are determined using widely accepted valuation techniques, including market yield analyses and discounted cash flow analysis on the expected cash flows of each derivative.

        The following table summarizes the significant unobservable inputs the Company used to value financial instruments categorized within Level III as of December 31, 2014 ($ in thousands):

                                                                                                                                                                                    

 

 

 

 

 

 

Unobservable Input

 

Asset Category

 

Fair
Value

 

Primary
Valuation Technique

 

Input

 

Range

 

Weighted
Average

 

Mortgage servicing rights

 

$

58,889 

 

Discounted cash flow

 

Discount rate

 

 

8 - 14

%

 

11.4 

%

Loan commitments and forward sale commitments

 

 

1,670 

 

Discounted cash flow

 

Discount rate

 

 

8 - 8

%

 

8.0 

%

        The following table summarizes the significant unobservable inputs the Company used to value financial instruments categorized within Level III as of December 31, 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

 

 

 

 

Unobservable Input

 

Asset Category

 

Fair
Value

 

Primary
Valuation Technique

 

Input

 

Range

 

Weighted
Average

 

Mortgage servicing rights

 

$

59,640 

 

Discounted cash flow

 

Discount rate

 

 

8 - 14

%

 

12.0 

%

Loan commitments and forward sale commitments

 

 

1,810 

 

Discounted cash flow

 

Discount rate

 

 

8 - 12

%

 

8.0 

%

Right to acquire MSRs

 

 

1,717 

 

Discounted cash flow

 

Discount rate

 

 

8 - 8

%

 

8.0 

%

        The table above is not intended to be all-inclusive, but instead is intended to capture the significant unobservable inputs relevant to the Company's determination of fair values. Changes in market yields, discount rates or EBITDA multiples, each in isolation, may have changed the fair value of the financial instruments. Generally, an increase in market yields or discount rates or decrease in EBITDA multiples may have resulted in a decrease in the fair value of the financial instruments.

        The Company's management is responsible for the Company's fair value valuation policies, processes and procedures related to Level III financial instruments. The Company's management reports to the Company's Chief Financial Officer, who has final authority over the valuation of the Company's Level III financial instruments.

        The following table summarizes the change in derivative assets and liabilities classified as Level III related to mortgage banking activities for the years ended December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

Derivative assets and liabilities acquired in the ACRE Capital acquisition, net (See Note 18)

 

$

182

 

Settlements

 

 

(2,098

)

Realized gains (losses) recorded in net income(1)

 

 

1,916

 

Unrealized gains (losses) recorded in net income(1)

 

 

3,527

 

​  

​  

Balance at December 31, 2013

 

$

3,527

 

​  

​  

​  

​  

​  

Settlements

 

 

(8,893

)

Realized gains (losses) recorded in net income(1)

 

 

5,366

 

Unrealized gains (losses) recorded in net income(1)

 

 

1,670

 

​  

​  

Balance at December 31, 2014

 

$

1,670

 

​  

​  

​  

​  

​  


(1)

Realized and unrealized gains (losses) from derivatives are included within gains from mortgage banking activities in the consolidated statements of operations.

        The following table summarizes the change in the embedded conversion option classified as Level III for the year ended December 31, 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

As of and for the year ended
December 31, 2013

 

Beginning balance, as of December 31, 2012

 

$

(1,825

)

Unrealized gain on the embedded conversion option (1)

 

 

1,739

 

Reclassification of additional paid-in capital

 

 

86

 

​  

​  

Ending balance, as of December 31, 2013

 

$

—  

 

​  

​  

​  

​  

​  


(1)

The unrealized gain on the embedded conversion option is included within changes in fair value of derivatives in the consolidated statements of operations for the year ended December 31, 2013. The Company reclassified certain prior quarter and prior year amounts included within interest expense related to the fair value of the derivative to conform to the Company's presentation for the year ended December 31, 2013.

        See Note 4 included in these consolidated financial statements for the changes in MSRs that are classified as Level III.

        As of December 31, 2014 and 2013, the carrying values and fair values of the Company's financial assets and liabilities recorded at cost are as follows ($ in thousands):

                                                                                                                                                                                    

 

 

 

 

As of December 31,

 

 

 

 

 

2014

 

2013

 

 

 

Level in
Fair Value
Hierarchy

 

Carrying
Value

 

Fair
Value

 

Carrying
Value

 

Fair
Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for investment

 

 

 

$

1,462,584 

 

$

1,472,891 

 

$

958,495 

 

$

965,436 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured funding agreements

 

 

 

$

552,799 

 

$

552,799 

 

$

264,419 

 

$

264,419 

 

Warehouse lines of credit

 

 

 

 

193,165 

 

 

193,165 

 

 

 

 

 

Convertible notes

 

 

 

 

68,395 

 

 

69,000 

 

 

67,815 

 

 

69,000 

 

Commercial mortgage-backed securitization debt (consolidated VIE)

 

 

 

 

219,043 

 

 

219,043 

 

 

395,027 

 

 

395,027 

 

Collateralized loan obligation securitization debt (consolidated VIE)

 

 

 

 

308,703 

 

 

308,703 

 

 

 

 

 

        The carrying values of cash and cash equivalents, restricted cash, interest receivable and accrued expenses approximate their fair values due to their short-term nature.

        Loans held for investment are recorded at cost, net of unamortized loan fees and origination costs and net of an allowance for loan losses. The Company may record fair value adjustments on a nonrecurring basis when it has determined that it is necessary to record a specific reserve against a loan and the Company measures such specific reserve using the fair value of the loan's collateral. To determine the fair value of the collateral, the Company may employ different approaches depending on the type of collateral. The Financing Facilities, CMBS debt, convertible notes and collateralized loan obligation ("CLO") debt are recorded at outstanding principal, which is the Company's best estimate of the fair value.

RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS

 

15.   RELATED PARTY TRANSACTIONS

Management Agreement

        The Company was party to an interim management agreement with ACREM prior to the IPO. Pursuant to the interim management agreement, ACREM provided investment advisory and management services to the Company on an interim basis until the IPO. For providing these services, ACREM received only reimbursements from the Company for any third party costs that ACREM incurred on behalf of the Company.

        On April 25, 2012, in connection with the Company's IPO, the Company entered into the Management Agreement under which ACREM, subject to the supervision and oversight of the Company's board of directors, will be responsible for, among other duties, (a) performing all of the Company's day-to-day functions, (b) determining the Company's investment strategy and guidelines in conjunction with the Company's board of directors, (c) sourcing, analyzing and executing investments, asset sales and financing, and (d) performing portfolio management duties. In addition, ACREM has an Investment Committee that oversees compliance with the Company's investment strategy and guidelines, investment portfolio holdings and financing strategy.

        Effective May 1, 2012, in exchange for its services, ACREM is entitled to receive a base management fee, an incentive fee, expense reimbursements, grants of equity-based awards pursuant to the Company's 2012 Equity Incentive Plan and a termination fee, if applicable.

        The base management fee is equal to 1.5% of the Company's stockholders' equity per annum, which is calculated and payable quarterly in arrears in cash. For purposes of calculating the base management fee, stockholders' equity means: (a) the sum of (i) the net proceeds from all issuances of the Company's equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus (ii) the Company's retained earnings at the end of the most recently completed fiscal quarter determined in accordance with GAAP (without taking into account any non-cash equity compensation expense incurred in current or prior periods); less (b) (x) any amount that the Company has paid to repurchase the Company's common stock since inception, (y) any unrealized gains and losses and other non-cash items that have impacted stockholders' equity as reported in the Company's consolidated financial statements prepared in accordance with GAAP, and (z) one-time events pursuant to changes in GAAP, and certain non-cash items not otherwise described above, in each case after discussions between ACREM and the Company's independent directors and approval by a majority of the Company's independent directors. As a result, the Company's stockholders' equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders' equity shown on the Company's consolidated financial statements.

        The incentive fee is an amount, not less than zero, equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) the Company's Core Earnings (as defined below) for the previous 12-month period, and (B) the product of (1) the weighted average of the issue price per share of the Company's common stock of all of the Company's public offerings of common stock multiplied by the weighted average number of all shares of common stock outstanding (including any restricted shares of the Company's common stock, restricted stock units or any shares of the Company's common stock not yet issued, but underlying other awards granted under the Company's 2012 Equity Incentive Plan (See Note 11 included in these consolidated financial statements) in the previous 12-month period, and (2) 8%; and (b) the sum of any incentive fees earned by ACREM with respect to the first three fiscal quarters of such previous 12-month period; provided,  however, that no incentive fee is payable with respect to any fiscal quarter unless cumulative Core Earnings for the 12 most recently completed fiscal quarters is greater than zero. "Core Earnings" is a non-GAAP measure and is defined as GAAP net income (loss) computed in accordance with GAAP, excluding non-cash equity compensation expense, the incentive fee, depreciation and amortization (to the extent that any of the Company's target investments are structured as debt and the Company forecloses on any properties underlying such debt), any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss), and one-time events pursuant to changes in GAAP and certain non-cash charges after discussions between ACREM and the Company's independent directors and after approval by a majority of the Company's independent directors. No incentive fees were earned for the years ended December 31, 2014, 2013 and 2012.

        The Company reimburses ACREM at cost for operating expenses that ACREM incurs on the Company's behalf, including expenses relating to legal, financial, accounting, servicing, due diligence and other services. The Company's reimbursement obligation is not subject to any dollar limitation other than as noted below with respect to the Servicing Limitation and the Restricted Cost Amendment (as defined below).

        The Company will not reimburse ACREM for the salaries and other compensation of its personnel, except for the allocable share of the salaries and other compensation of the Company's (a) Chief Financial Officer, based on the percentage of his time spent on the Company's affairs and (b) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment professional personnel of ACREM or its affiliates who spend all or a portion of their time managing the Company's affairs based on the percentage of their time spent on the Company's affairs (collectively, "Personnel Expenses"). The Company is also required to pay its pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of ACREM and its affiliates that are required for the Company's operations (collectively, "Overhead Expenses"). The initial term of the Management Agreement will end May 1, 2015, with automatic one-year renewal terms. Except under limited circumstances, upon a termination of the Management Agreement, the Company will pay ACREM a termination fee equal to three times the average annual base management fee and incentive fee received by ACREM during the 24-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination, each as described above.

        Certain of the Company's subsidiaries, along with the Company's lenders under the Wells Fargo Facility, the Citibank Facilities, the MetLife Facility and the April 2014 UBS Facility, as well as under the CMBS and CLO have entered into various servicing agreements with ACREM's subsidiary servicer, Ares Commercial Real Estate Servicer LLC ("ACRES"), a Standard & Poor's-rated commercial primary and special servicer that is included on Standard & Poor's Select Servicer List. Effective May 1, 2012, ACRES agreed that no servicing fees pursuant to these servicing agreements would be charged to the Company or its subsidiaries for so long as the Management Agreement remains in effect, but that ACRES will continue to receive reimbursement for overhead related to servicing and operational activities pursuant to the terms of the Management Agreement (the "Servicing Limitation").

        Effective as of September 30, 2013, the Company and ACREM entered into an amendment to the Management Agreement (the "Restricted Cost Amendment") whereby ACREM agreed not to seek reimbursement of Restricted Costs (as defined below), in excess of $1.0 million per quarter for the quarterly periods that ended on September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014. Effective as of September 30, 2014, the Company and ACREM extended the Restricted Cost Amendment such that ACREM has agreed not to seek reimbursement of Restricted Costs in excess of $1.0 million per quarter for the quarterly period ended September 30, 2014 and December 31, 2014. "Restricted Costs" are Personnel Expenses and Overhead Expenses incurred in the ordinary course of the Company's origination business and do not include any Personnel Expenses or Overhead Expenses that were incurred in connection with transactions outside our ordinary course of business, including without limitation, transactions for the acquisition of a portfolio of investments or for the acquisition of another company or its assets and business.

        Summarized below are the related party costs incurred by the Company, including ACRE Capital, for the years ended December 31, 2014, 2013 and 2012 and amounts payable to the Company's Manager as of December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

Incurred

 

Payable

 

 

 

For the year ended
December 31,

 

As of
December 31,

 

$ in thousands

 

2014

 

2013

 

2012

 

2014

 

2013

 

Affiliate Payments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

5,916 

 

$

4,241 

 

$

1,665 

 

$

1,471 

 

$

1,497 

 

General and administrative expenses

 

 

4,000 

 

 

3,610 

 

 

1,602 

 

 

1,000 

 

 

1,000 

 

Direct costs

 

 

861 

 

 

769 

 

 

643 

 

 

264 

 

 

299 

 

Other

 

 

 

 

 

 

17 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

10,777 

 

$

8,620 

 

$

3,927 

 

$

2,735 

 

$

2,796 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Ares Investments

        As of December 31, 2014 and 2013, Ares Investments Holdings LLC ("Ares Investments"), a wholly owned subsidiary of Ares Management, owned $1.2 million aggregate principal amount of the 2015 Convertible Notes.

Credit Support Fee Agreement

        On July 30, 2014, the Company and certain of its subsidiaries entered into a Credit Support Fee Agreement with Ares under which the Company agreed to pay Ares a credit support fee in an amount equal to 1.50% per annum times the average amount of the loans outstanding under the July 2014 CNB Facility and to reimburse Ares for its out-of-pocket costs and expenses in connection with the transaction. During the year ended December 31, 2014, the Company incurred a credit support fee of $278 thousand under the July 2014 CNB Facility which is included within interest expense in the Company's consolidated statements of operations. In connection with the Credit Support Fee Agreement on July 30, 2014, the Company entered into a Pledge Agreement pursuant to which the Company pledged to Ares its ownership interests in its wholly owned direct subsidiary, ACRC Holdings LLC, the holding entity for the Company's principal lending business. See Note 6 included in these consolidated financial statements for more information on the July 2014 CNB Facility.

DIVIDENDS AND DISTRIBUTIONS
DIVIDENDS AND DISTRIBUTIONS

 

16.   DIVIDENDS AND DISTRIBUTIONS

        The following table summarizes the Company's dividends declared during the years ended December 31, 2014 and 2013 ($ in thousands, except per share data):

                                                                                                                                                                                    

Date declared

 

Record date

 

Payment date

 

Per share
amount

 

Total amount

 

November 10, 2014

 

 

December 31, 2014

 

 

January 15, 2015

 

$

0.25 

 

$

7,147 

 

August 6, 2014

 

 

September 30, 2014

 

 

October 15, 2014

 

 

0.25 

 

 

7,151 

 

May 7, 2014

 

 

June 30, 2014

 

 

July 16, 2014

 

 

0.25 

 

 

7,151 

 

March 17, 2014

 

 

March 31, 2014

 

 

April 16, 2014

 

 

0.25 

 

 

7,147 

 

​  

​  

​  

​  

Total cash dividends declared for the year ended December 31, 2014

 

 

 

 

 

 

 

$

1.00 

 

$

28,596 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

November 13, 2013

 

 

December 31, 2013

 

 

January 22, 2014

 

$

0.25 

 

$

7,127 

 

August 7, 2013

 

 

September 30, 2013

 

 

October 17, 2013

 

 

0.25 

 

 

7,119 

 

May 15, 2013

 

 

June 28, 2013

 

 

July 18, 2013

 

 

0.25 

 

 

6,822 

 

March 14, 2013

 

 

April 08, 2013

 

 

April 18, 2013

 

 

0.25 

 

 

2,317 

 

​  

​  

​  

​  

Total cash dividends declared for the year ended December 31, 2013

 

 

 

 

 

 

 

$

1.00 

 

$

23,385 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES

 

17.   VARIABLE INTEREST ENTITIES

Consolidated VIEs

        As discussed in Note 2, the Company evaluates all of its investments and other interests in entities for consolidation, including its investments in: (a) the CMBS transaction and the Company's retained interests in the subordinated classes of the Certificates (as defined below) issued by the Trust (as defined below), (b) the CLO transaction and the Company's retained interests in the subordinated notes and preferred equity of the Issuer (as defined below) and (c) a preferred equity investment in an LLC entity (discussed below), all of which are generally considered to be variable interests in a VIE.

CMBS Securitization

        On November 19, 2013, ACRC 2013-FL1 Depositor LLC (the "Depositor"), a wholly owned subsidiary of the Company, entered into a Pooling and Servicing Agreement, dated as of November 1, 2013, which was amended on March 28, 2014, (the "Pooling and Servicing Agreement"), with Wells Fargo Bank, National Association, as master servicer ("Wells Fargo"), Ares Commercial Real Estate Servicer LLC ("Ares Servicer"), U.S. Bank National Association, as trustee, certificate administrator, paying agent and custodian, and Trimont Real Estate Advisors, Inc., as trust advisor, in connection with forming ACRE Commercial Mortgage Trust 2013-FL1 (the "Trust"). The Pooling and Servicing Agreement governs the issuance of approximately $493.8 million aggregate principal balance commercial mortgage pass-through certificates (the "Certificates") in a CMBS effected by the Depositor. The Trust is treated for U.S. federal income tax purposes as a real estate mortgage investment conduit.

        In connection with the securitization, the Depositor contributed to the Trust a pool of 18 adjustable rate participation interests (the "Trust Assets") in commercial mortgage loans secured by 27 commercial properties, which loans were originated or co-originated by the Company or its subsidiaries. The Certificates represent, in the aggregate, the entire beneficial ownership interest in, and the obligations of, the Trust. The senior portions of the CMBS are rated securities issued by the Trust; the Trust's subordinated, non-rated securities, are held by the Company who acts as the Trust's directing holder.

        In connection with the securitization, the Company offered and sold the following classes of certificates: Class A, Class B, Class C and Class D Certificates (collectively, the "Offered Certificates") to third parties pursuant to an offering made privately in transactions exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"). As of December 31, 2014 and 2013, the aggregate principal balance of the Offered Certificates was approximately $219.0 million and $395.0 million, respectively, and the weighted average coupon of the Offered Certificates was LIBOR plus 2.41% and 1.89%, respectively. In addition, a wholly owned subsidiary of the Company retained approximately $98.8 million of the Certificates. The Company, as the holder of the subordinated classes of the Trust, has the obligation to absorb losses of the Trust, since the Company has a first loss position in the capital structure of the Trust.

CLO Securitization

        On August 15, 2014, ACRE Commercial Mortgage 2014-FL2 Ltd. (the "Issuer") and ACRE Commercial Mortgage 2014-FL2 LLC (the "Co-Issuer"), both wholly owned indirect subsidiaries of the Company, entered into an indenture (the "Indenture") with Wells Fargo, as advancing agent and note administrator and Wilmington Trust, National Association as trustee, which governs the issuance of approximately $346.1 million principal balance secured floating rate notes (the "Notes") and $32.7 million of preferred equity in the Issuer. For U.S. federal income tax purposes, the CLO Issuer and Co-Issuer are disregarded entities.

        The Notes are collateralized by interests in a pool of 15 mortgage assets having a total principal balance of up to $378.8 million (the "Mortgage Assets") originated by a subsidiary of the Company. The sale of the Mortgage Assets to the Issuer is governed by a Mortgage Asset Purchase Agreement (the "Mortgage Asset Purchase Agreement") dated as of August 15, 2014, between ACRC Lender LLC and the Issuer. In connection with the securitization, the Issuer and Co-Issuer offered and sold the following classes of Notes: Class A, Class A-S, Class B, Class C and Class D Notes (collectively, the "Offered Notes") to third parties. A wholly owned subsidiary of the Company retained approximately $37.4 million of the most subordinate Notes and all of the preferred equity in the Issuer. The Company, as the holder of the subordinated Notes and all of the preferred equity in the Issuer, has the obligation to absorb losses of the CLO, since the Company has a first loss position in the capital structure of the CLO. As of December 31, 2014, the aggregate principal balance of the Offered Notes was approximately $308.7 million and the weighted average coupon of the Offered Notes was LIBOR plus 1.45%.

Summary of CMBS and CLO Securitizations

        As the directing holder of the CMBS and the CLO, the Company has the ability to direct activities that could significantly impact the Trust's and Issuer's economic performance. However, in those instances where an unrelated third party has the right to unilaterally remove the special servicer, the Company does not have the power to direct activities that most significantly impact the Trust's and Issuer's economic performance. In addition, there are no substantive kick-out rights of any party to remove the special servicer without cause; however, the Company's subsidiaries, as directing holders, have the ability to remove the special servicer without cause. Based on these factors, the Company is determined to be the primary beneficiary of these VIEs; thus, the VIEs are consolidated into the Company's financial statements.

        Ares Servicer, a subsidiary of ACREM, is designated as the primary and special servicer of the CMBS and the CLO. Ares Servicer has the power to direct activities of the Trust and Issuer/Co-Issuer during the loan workout process on defaulted and delinquent loans, which is the activity that most significantly impacts the economic performance of the Trust and Issuer/Co-Issuer. Ares Servicer waives the servicing and special servicing fees and the Company pays its overhead costs, as with other servicing agreements. See Note 22 included in these consolidated financial statements for information on a subsequent event relating to the primary servicer.

        The VIEs consolidated in accordance with FASB ASC Topic 810 are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the Certificate and Note holders, as applicable. The assets and other instruments held by these securitization entities are restricted and can only be used to fulfill the obligations of the entities. Additionally, the obligations of the securitization entities do not have any recourse to the general credit of any other consolidated entities, nor to the Company as the primary beneficiary.

        The inclusion of the assets and liabilities of VIEs of which the Company is deemed the primary beneficiary has no economic effect on the Company. The Company's exposure to the obligations of VIEs is generally limited to its investment in these entities. The Company is not obligated to provide, nor has it provided, any financial support for any of these consolidated structures. As such, the risk associated with the Company's involvement in these VIEs is limited to the carrying value of its investment in the entity. As of December 31, 2014 and 2013, the Company's maximum risk of loss was $168.8 million and $98.8 million, respectively. For the years ended December 31, 2014 and 2013, the Company incurred interest expense related to the CMBS and CLO securitizations of $9.1 million and $972 thousand, respectively, and is included within interest expense in the Company's consolidated statements of operations.

Investment in VIE

        On December 19, 2014, the Company and third party institutional investors formed a limited liability company, ACRC KA, which acquired $170.0 million of preferred equity in a REIT whose assets are comprised of a portfolio of 22 multifamily, student housing, medical office and self-storage properties managed by its sponsor. The Company's investment in ACRC KA is considered to be an investment in a VIE. As of December 31, 2014, the Company owns a controlling financial interest of 54.3% of the equity shares in the VIE and the third party institutional investors own the remaining 45.7%, a minority financial interest. The preferred equity shares are entitled to a preferred monthly return over the term of the investment at a fixed rate of 10.95% per annum.

        ACREM is the non-member manager of the VIE. Based on the terms of the ACRC KA LLC agreement, ACREM has the ability to direct activities that could significantly impact the VIE's economic performance. There are no substantive kick-out rights held by the third party institutional investors to remove ACREM as the non-member manager without cause. As ACREM serves as the manager of the Company, the Company has the right to receive benefits from the VIE that could potentially be significant. As such, the Company is deemed to be the primary beneficiary of the VIE and the party that is most closely associated with the VIE. Thus, the VIE is consolidated into the Company's financial statements and the preferred equity interests owned by the third party institutional investors are reflected as a non-controlling interest held by third parties within the Company's consolidated balance sheets.

        As of December 31, 2014, the carrying value of the preferred equity investment, which is net of unamortized fees and origination costs, was $168.4 million and is included within loans held for investment in the consolidated balance sheets. The risk associated solely with respect to the Company's investment in the VIE is limited to the outstanding principal of its investment in the entity. As of December 31, 2014, the Company's maximum risk of loss solely with respect to this investment was $92.4 million. See Note 22 included in these consolidated financial statements for information on a subsequent event regarding a transfer of a portion of the Company's investment in ACRC KA to third party institutional investors.

Unconsolidated VIEs

        The Company also holds variable interests in VIEs structured as preferred equity investments, where the Company does not have a controlling financial interest. For these structures, the Company is not deemed to be the primary beneficiary of the VIE, and the Company does not consolidate these VIEs. These preferred equity investments are accounted for as loans held for investment and are carried at cost, net of unamortized loan fees and origination costs, unless the loans are deemed impaired, and are included in loans held for investment in the Company's consolidated balance sheets.

        The Company is not obligated to provide, nor have we provided, any financial support for any of the Company's unconsolidated VIEs. As such, the risks associated with the Company's involvement in these VIEs are limited to the outstanding principal of the Company's investment in the entity.

        The following table presents the carrying value and the maximum exposure of unconsolidated VIEs as of December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

Carrying value

 

$

38,982 

 

$

4,804 

 

Maximum exposure to loss

 

$

39,608 

 

$

4,850 

 

 

ACQUISITIONS
ACQUISITIONS

 

18.   ACQUISITIONS

Asset Acquisition

        On August 25, 2014, ACRE Capital entered into a MSR purchase agreement (the "Purchase Agreement") with a third party which has been accounted for as an asset acquisition under FASB ASC Topic 805, Business Combinations ("ASC 805"). Under the Purchase Agreement, ACRE Capital agreed to purchase the rights to service a portfolio of 46 Freddie Mac multifamily mortgage loans with a total unpaid principal balance of approximately $370.6 million.

        The aggregate purchase price was approximately $2.2 million, which also included a premium for the Freddie Mac Program Plus® Seller/Servicer license that ACRE Capital was issued by Freddie Mac in connection with the acquisition of the Freddie Mac MSR portfolio. ACRE Capital initially recorded the acquired MSRs at fair value in the amount of $1.3 million and will subsequently account for these MSRs at fair value consistent with the MSR policy in Note 2. The remaining purchase price of $941 thousand was allocated to the Freddie Mac Program Plus® Seller/Servicer license, an indefinite-lived intangible asset. See Note 5 included in these consolidated financial statements for additional information on this license.

        On September 16, 2014, ACRE Capital completed the acquisition of the servicing portfolio and legal ownership of the MSRs was transferred to ACRE Capital.

Business Combination

        On August 30, 2013, (the "Acquisition Date"), the Company completed its acquisition of all of the outstanding common units of ACRE Capital from the Sellers. For accounting purposes, the acquisition was deemed to be effective on the close of business September 1, 2013, or the "Accounting Effective Date." Pursuant to the Purchase and Sale Agreement, dated as of May 14, 2013, by and among the Company and the Sellers, the Company paid approximately $53.4 million in cash, subject to adjustment, and issued 588,235 shares of its common stock in a private placement exempt from registration under Section 4(2) of the Securities Act resulting in total consideration paid of approximately $60.9 million. The transaction was accounted for as a business combination under ASC 805.

        Through ACRE Capital, the Company operates its mortgage banking business. ACRE Capital primarily originates, sells and services multifamily and other senior-living related loans under programs offered by Fannie Mae, Freddie Mac and HUD (including Ginnie Mae).

        The Company provisionally allocated the purchase price to the assets acquired and liabilities assumed based on their estimated Accounting Effective Date fair values. A change to the provisional amounts recorded for assets acquired and liabilities assumed during the measurement period affects the amount of the purchase price allocated to gain on acquisition. Such changes to the purchase price allocation during the measurement period are recorded as retrospective adjustments to the consolidated financial statements. During the measurement period, the Company identified adjustments to certain of the provisional amounts recorded that had the net effect of decreasing gain on acquisition by $747 thousand. The measurement period ended September 30, 2014.

        The following table summarizes the purchase price allocation recorded as of the Acquisition Date, including retrospective adjustments during the measurement period ($ in thousands):

                                                                                                                                                                                    

Assets acquired:

 

 

 

 

Cash

 

$

1,157 

 

Restricted cash

 

 

15,586 

 

Loans held for sale

 

 

22,154 

 

Mortgage servicing rights

 

 

61,236 

 

Intangible assets

 

 

5,000 

 

Derivative assets

 

 

182 

 

Risk-sharing indemnification

 

 

3,703 

 

Other assets

 

 

4,748 

 

​  

​  

Total assets acquired

 

$

113,766 

 

Liabilities assumed:

 

 

 

 

Warehouse lines of credit

 

$

14,472 

 

Allowance for loss sharing

 

 

18,386 

 

Accounts payable and accrued expenses

 

 

4,748 

 

Other liabilities(1)

 

 

10,795 

 

​  

​  

Total liabilities assumed

 

$

48,401 

 

​  

​  

Net Assets Acquired

 

$

65,365 

 

​  

​  

​  

​  

​  


(1)

Other liabilities include a $6 million payable incurred in connection with the close of the transaction.

        The measurement period adjustments included in the purchase price allocation above were recorded based on information obtained subsequent to the Acquisition Date that related to information that existed as of the Acquisition Date.

        The Sellers provided the Company with a minimum working capital balance prior to the Accounting Effective Date. To the extent actual working capital exceeded or fell below the minimum requirement, the Company would either pay or receive funds from the Sellers. There have been no adjustments to the gain on acquisition during the year ended December 31, 2014. The gain on acquisition was $4.4 million.

SEGMENTS
SEGMENTS

 

19.   SEGMENTS

        The Company's reportable segments reflect the significant components of the Company's operations that are evaluated separately by the Company's chief operating decision maker, the Company's Chief Executive Officer, and have discrete financial information available. The Company organizes its segments based primarily upon the nature of the underlying products and services. The Company's Chief Executive Officer and management review certain financial information, including segmented internal profit and loss statements, which are presented below on that basis. The amounts in the reportable segments included in the tables below are in conformity with GAAP and the Company's significant accounting policies as described in Note 2 included in these consolidated financial statements.

        The Company operates in two reportable business segments:

principal lending—includes all business activities of the Company, excluding the ACRE Capital business, which generally represents investments in real estate related loans and securities that are held for investment.

mortgage banking—includes all business activities of the acquired ACRE Capital business.

        The Company is primarily focused on two business segments involving CRE loans. First, in its principal lending business, the Company originates, invests in, manages and services middle-market CRE loans and other CRE-related investments for its own account. These loans are generally held for investment and are secured, directly or indirectly, by office, multifamily, retail, industrial and other commercial real estate properties, or by ownership interests therein. Second, in its mortgage banking business, conducted through a subsidiary acquired in August 2013, ACRE Capital, the Company originates, sells and retains servicing of primarily multifamily and other senior-living related CRE loans. These loans are generally held for sale.

        Allocated costs between the segments include management fees and general and administrative expenses payable to the Company's Manager, both of which represent shared costs. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated. As the Company integrates ACRE Capital into its existing business, the Company expects future allocations to include costs relating to services performed by one segment on behalf of other segments.

        The table below presents the Company's total assets as of December 31, 2014 by business segment ($ in thousands):

                                                                                                                                                                                    

 

 

Principal
Lending

 

Mortgage
Banking

 

Total

 

Cash and cash equivalents

 

$

15,045 

 

$

1,506 

 

$

16,551 

 

Restricted cash

 

 

49,679 

 

 

16,442 

 

 

66,121 

 

Loans held for investment

 

 

1,462,584 

 

 

 

 

1,462,584 

 

Loans held for sale, at fair value

 

 

 

 

203,006 

 

 

203,006 

 

Mortgage servicing rights, at fair value

 

 

 

 

58,889 

 

 

58,889 

 

Other assets

 

 

45,457 

 

 

15,045 

 

 

60,502 

 

​  

​  

​  

​  

​  

​  

Total Assets

 

$

1,572,765 

 

$

294,888 

 

$

1,867,653 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The table below presents the Company's total assets as of December 31, 2013 by business segment ($ in thousands):

                                                                                                                                                                                    

 

 

Principal
Lending

 

Mortgage
Banking

 

Total

 

Cash and cash equivalents

 

$

14,444 

 

$

5,656 

 

$

20,100 

 

Restricted cash

 

 

3,036 

 

 

13,918 

 

 

16,954 

 

Loans held for investment

 

 

958,495 

 

 

 

 

958,495 

 

Loans held for sale, at fair value

 

 

84,769 

 

 

4,464 

 

 

89,233 

 

Mortgage servicing rights, at fair value

 

 

 

 

59,640 

 

 

59,640 

 

Other assets

 

 

16,632 

 

 

15,861 

 

 

32,493 

 

​  

​  

​  

​  

​  

​  

Total Assets

 

$

1,077,376 

 

$

99,539 

 

$

1,176,915 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The table below presents the Company's consolidated net income for the year ended December 31, 2014 by business segment ($ in thousands):

                                                                                                                                                                                    

 

 

Principal
Lending

 

Mortgage
Banking

 

Total

 

Net interest margin:

 

 

 

 

 

 

 

 

 

 

Interest income from loans held for investment

 

$

70,495

 

$

 

$

70,495

 

Interest expense

 

 

(33,637

)

 

(2)

 

(33,637

)

​  

​  

​  

​  

​  

​  

Net interest margin

 

 

36,858

(1)

 

 

 

36,858

 

​  

​  

​  

​  

​  

​  

Mortgage banking revenue:

 

 

 

 

 

 

 

 

 

 

Servicing fees, net

 

 

 

 

16,399

 

 

16,399

 

Gains from mortgage banking activities

 

 

 

 

17,492

 

 

17,492

 

Provision for loss sharing

 

 

 

 

1,364

 

 

1,364

 

Change in fair value of mortgage servicing rights

 

 

 

 

(7,650

)

 

(7,650

)

​  

​  

​  

​  

​  

​  

Mortgage banking revenue

 

 

 

 

27,605

 

 

27,605

 

​  

​  

​  

​  

​  

​  

Gain on sale of loans

 

 

680

 

 

 

 

680

 

​  

​  

​  

​  

​  

​  

Total revenue

 

 

37,538

 

 

27,605

 

 

65,143

 

​  

​  

​  

​  

​  

​  

Expenses:

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

5,440

 

 

476

 

 

5,916

 

Professional fees

 

 

2,686

 

 

1,047

 

 

3,733

 

Compensation and benefits

 

 

 

 

18,649

 

 

18,649

 

Acquisition and investment pursuit costs

 

 

20

 

 

 

 

20

 

General and administrative expenses

 

 

3,003

 

 

6,249

 

 

9,252

 

General and administrative expenses reimbursed to affiliate

 

 

3,400

 

 

600

 

 

4,000

 

​  

​  

​  

​  

​  

​  

Total expenses

 

 

14,549

 

 

27,021

 

 

41,570

 

​  

​  

​  

​  

​  

​  

Income from operations before income taxes

 

 

22,989

 

 

584

 

 

23,573

 

​  

​  

​  

​  

​  

​  

Income tax expense (benefit)

 

 

240

 

 

(1,283

)

 

(1,043

)

​  

​  

​  

​  

​  

​  

Net income attributable to ACRE

 

 

22,749

 

 

1,867

 

 

24,616

 

​  

​  

​  

​  

​  

​  

Net income attributable to non-controlling interests

 

 

(220

)

 

 

 

(220

)

​  

​  

​  

​  

​  

​  

Net income attributable to common stockholders

 

$

22,529

 

$

1,867

 

$

24,396

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Revenues from one of the Company's borrowers in the principal lending segment represented approximately 15.8% of the Company's consolidated revenues for the year ended December 31, 2014.

(2)

Interest expense does not include interest expense related to the intercompany note between the two business segments presented, mortgage banking (conducted through ACRE Capital Holdings LLC) as borrower and principal lending (conducted through the Company) as lender, as described in Note 13. Interest expense related to the intercompany note is eliminated in the consolidated financial statements of the Company. If interest expense related to the intercompany note were included, interest expense and net loss for the year ended December 31, 2014 would have been $3.7 million and $1.8 million, respectively, for mortgage banking.

        The table below presents the Company's consolidated net income for the year ended December 31, 2013 by business segment ($ in thousands):

                                                                                                                                                                                    

 

 

Principal
Lending

 

Mortgage
Banking

 

Total

 

Net interest margin:

 

 

 

 

 

 

 

 

 

 

Interest income from loans held for investment

 

$

37,600

 

$

 

$

37,600

 

Interest expense

 

 

(14,973

)

 

(2)

 

(14,973

)

​  

​  

​  

​  

​  

​  

Net interest margin

 

 

22,627

(1)

 

 

 

22,627

 

​  

​  

​  

​  

​  

​  

Mortgage banking revenue:

 

 

 

 

 

 

 

 

 

 

Servicing fees, net

 

 

 

 

5,754

 

 

5,754

 

Gains from mortgage banking activities

 

 

 

 

5,019

 

 

5,019

 

Provision for loss sharing

 

 

 

 

(6

)

 

(6

)

Change in fair value of mortgage servicing rights

 

 

 

 

(2,697

)

 

(2,697

)

​  

​  

​  

​  

​  

​  

Mortgage banking revenue

 

 

 

 

8,070

 

 

8,070

 

​  

​  

​  

​  

​  

​  

Gain on sale of loans

 

 

 

 

1,333

 

 

1,333

 

​  

​  

​  

​  

​  

​  

Total revenue

 

 

22,627

 

 

9,403

 

 

32,030

 

​  

​  

​  

​  

​  

​  

Expenses:

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

4,125

 

 

116

 

 

4,241

 

Professional fees

 

 

2,447

 

 

477

 

 

2,924

 

Compensation and benefits

 

 

 

 

5,456

 

 

5,456

 

Acquisition and investment pursuit costs

 

 

4,079

 

 

 

 

4,079

 

General and administrative expenses

 

 

2,430

 

 

1,525

 

 

3,955

 

General and administrative expenses reimbursed to affiliate

 

 

3,394

 

 

216

 

 

3,610

 

​  

​  

​  

​  

​  

​  

Total expenses

 

 

16,475

 

 

7,790

 

 

24,265

 

​  

​  

​  

​  

​  

​  

Changes in fair value of derivatives

 

 

1,739

 

 

 

 

1,739

 

​  

​  

​  

​  

​  

​  

Income from operations before gain on acquisition and income taxes

 

 

7,891

 

 

1,613

 

 

9,504

 

​  

​  

​  

​  

​  

​  

Gain on acquisition

 

 

4,438

 

 

 

 

4,438

 

​  

​  

​  

​  

​  

​  

Income from operations before income taxes

 

 

12,329

 

 

1,613

 

 

13,942

 

​  

​  

​  

​  

​  

​  

Income tax expense (benefit)

 

 

 

 

176

 

 

176

 

​  

​  

​  

​  

​  

​  

Net income attributable to common stockholders

 

$

12,329

 

$

1,437

 

$

13,766

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Revenues from one of the Company's borrowers in the principal lending segment represented approximately 13.0% of the Company's consolidated revenues for the year ended December 31, 2013.

(2)

Interest expense does not include interest expense related to the intercompany note between the two business segments presented, mortgage banking (conducted through ACRE Capital Holdings LLC) as borrower and principal lending (conducted through the Company) as lender, as described in Note 13. Interest expense related to the intercompany note is eliminated in the consolidated financial statements of the Company. If interest expense related to the intercompany note were included, interest expense and net income for the year ended December 31, 2013 would have been $1.2 million and $244 thousand, respectively, for mortgage banking.

 

QUARTERLY FINANCIAL DATA
QUARTERLY FINANCIAL DATA

 

20.   QUARTERLY FINANCIAL DATA (UNAUDITED)

        The following table summarizes the Company's quarterly financial results for each quarter of the years ended December 31, 2014 and 2013 (amounts in thousands, except per share data):

                                                                                                                                                                                    

 

 

For the three month period ended,

 

 

 

March 31

 

June 30

 

September 30

 

December 31

 

2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue(1)

 

$

13,758 

 

$

17,413 

 

$

13,180 

 

$

20,792 

 

Net income

 

$

4,755 

 

$

6,638 

 

$

4,102 

 

$

9,121 

 

Net income attributable to common stockholders

 

$

4,755 

 

$

6,638 

 

$

4,102 

 

$

8,901 

 

Net income per common share-Basic

 

$

0.17 

 

$

0.23 

 

$

0.14 

 

$

0.31 

 

Net income per common share-Diluted

 

$

0.17 

 

$

0.23 

 

$

0.14 

 

$

0.31 

 

2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue(1)

 

$

3,774 

 

$

4,708 

 

$

10,915 

 

$

12,633 

 

Net income

 

$

327 

 

$

3,265 

 

$

6,884 

(2)

$

3,290 

 

Net income attributable to common stockholders

 

$

327 

 

$

3,265 

 

$

6,884 

(2)

$

3,290 

 

Net income per common share-Basic

 

$

0.04 

 

$

0.32 

 

$

0.25 

(2)

$

0.12 

 

Net income per common share-Diluted

 

$

0.04 

 

$

0.32 

 

$

0.25 

(2)

$

0.12 

 


(1)

As of December 31, 2014, the Company no longer presents other interest expense in its consolidated statements of operations. Total revenue has been adjusted from the previously filed Forms 10-Q as of March 31, June 30 and September 30, 2014 and 2013, respectively, and the previously filed Form 10-K as of December 31, 2013 to reflect the reclassification of other interest expense. Other interest expense related to the 2015 Convertible Notes has been reclassified into interest expense, other interest expense related to the Warehouse Lines of Credit has been reclassified into gains from mortgage banking activities and other interest expense related to escrow accounts has been reclassified into servicing fees, net in the consolidated statements of operations. The impact of these reclasses is a decrease in total revenue by $1.7 million, $1.8 million and $1.9 million, respectively, for the three month periods ending March 31, June 30 and September 30, 2014, respectively. The impact of these reclasses is a decrease in total revenue by $1.6 million, $1.5 million, $1.6 million and $1.9 million, respectively, for the three month periods ending March 31, June 30, September 30 and December 31, 2013, respectively. Additionally, total revenue has been adjusted from the previously filed Form 10-Q as of September 30, 2013 to reflect a $516 thousand reclass between gains from mortgage banking activities and compensation and benefits.

(2)

Net income and net income per common share have been adjusted from the previously filed Form 10-Q as of September 30, 2013 to reflect adjustments made during the measurement period to provisional amounts recognized at the Acquisition Date.

 

COSTS ASSOCIATED WITH RESTRUCTURING ACTIVITIES
COSTS ASSOCIATED WITH RESTRUCTURING ACTIVITIES

 

21.   COSTS ASSOCIATED WITH RESTRUCTURING ACTIVITIES

        During the three months ended March 31, 2014, the Company began restructuring and relocating certain ACRE Capital support services in order to centralize the ACRE Capital platform into one location, including the asset management team and leadership. For the year ended December 31, 2014, the Company has incurred restructuring costs in the mortgage banking segment of $799 thousand. As of December 31, 2014, the Company expects to incur an additional $44 thousand in restructuring costs in the mortgage banking segment.

        The table below presents a reconciliation of the liability attributable to restructuring costs incurred in the mortgage banking segment as of December 31, 2014 ($ in thousands):

                                                                                                                                                                                    

 

 

Employee Termination Costs

 

Beginning balance, as of January 1, 2014

 

$

 

Accruals

 

 

799

 

Payments

 

 

(574

)

​  

​  

Ending balance, as of December 31, 2014

 

$

225

 

​  

​  

​  

​  

​  

        The employee termination costs above are associated with employee severance compensation, retention bonuses and guaranteed bonuses to certain key employees, insurance and outplacement. The costs incurred above are included within general and administrative expenses in the Company's consolidated statements of operations. As of December 31, 2014, the restructuring is complete and all costs have been measured; however, the Company expects to recognize restructuring costs through the first quarter of 2015. This measurement includes employee costs for employees that are required to render service (beyond a minimum retention period) in order to receive the termination benefits; the Company will recognize a liability ratably over the future service period.

SUBSEQUENT EVENTS
SUBSEQUENT EVENTS

 

22.   SUBSEQUENT EVENTS

        The Company's management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the year ended December 31, 2014, except as disclosed below.

        Effective January 1, 2015, the Company originated a $41.6 million transitional first mortgage loan on a skilled nursing facility located in New York. At closing, the outstanding principal balance was approximately $41.6 million. The loan has an interest rate of LIBOR + 5.0% (plus origination and exit fees) subject to a 0.25% LIBOR floor and a term of two years.

        Effective January 1, 2015, the Company's Manager transferred primary servicing of the Company's investments to ACRE Capital. The Company's Manager will specially service, as needed, certain of the Company's investments.

        On February 27, 2015, the agreement governing the BAML Line of Credit was amended to, among other things, increase the aggregate commitment to $135.0 million and extend the maturity date to June 30, 2016.

        On January 20, 2015, and January 28, 2015, the Company transferred $3.9 million and $1.8 million, respectively, of the $170.0 million preferred equity investment to third party institutional investors. As of March 5, 2015, the Company's controlling financial interest in ACRC KA is 51.0% and the third party institutional investors own the remaining 49.0%. 

        Subsequent to the year ended December 31, 2014, ACRE Capital rate-locked $17.7 million in Fannie Mae loan commitments.

        On March 5, 2015, the Company declared a cash dividend of $0.25 per common share for the first quarter of 2015. The first quarter 2015 dividend is payable on April 15, 2015 to common stockholders of record as of March 31, 2015.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

Basis of Presentation

        The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with generally accepted accounting principles ("GAAP") and include the accounts of the Company, the consolidated variable interest entities ("VIEs") that the Company controls and of which the Company is the primary beneficiary, and the Company's wholly owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company's results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated.

Variable Interest Entities

        The Company evaluates all of its interests in VIEs for consolidation. When the Company's interests are determined to be variable interests, the Company assesses whether it is deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"), defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. The Company considers its variable interests, as well as any variable interests of its related parties in making this determination. Where both of these factors are present, the Company is deemed to be the primary beneficiary and it consolidates the VIE. Where either one of these factors is not present, the Company is not the primary beneficiary and it does not consolidate the VIE.

        To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE's economic performance, the Company considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes first, identifying the activities that most significantly impact the VIE's economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE.

        To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE. This assessment requires that the Company applies judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE's capital structure; and the reasons why the interests are held by the Company.

        For VIEs of which the Company is determined to be the primary beneficiary, all of the underlying assets, liabilities, equity, revenue and expenses of the structures are consolidated into the Company's consolidated financial statements.

        The Company performs an ongoing reassessment of: (1) whether any entities previously evaluated under the majority voting interest framework have become VIEs, based on certain events, and therefore are subject to the VIE consolidation framework, and (2) whether changes in the facts and circumstances regarding its involvement with a VIE causes the Company's consolidation conclusion regarding the VIE to change. See Note 17 included in these financial statements for further discussion of the Company's VIEs.

Segment Reporting

        The Company has two reportable business segments: principal lending and mortgage banking. See Note 19 included in these consolidated financial statements for further discussion of the Company's reportable business segments.

Reclassifications

        Certain prior period amounts have been reclassified to conform to the current period presentation. Accounts payable and accrued expenses have been reclassified into other liabilities in the consolidated statements of cash flows. Gains attributable to fair value of future servicing rights, change in fair value of loan commitments and change in fair value of forward sale commitments have been reclassified into change in mortgage banking activities in the consolidated statements of cash flows. Other interest expense related to the 2015 Convertible Notes (defined below) has been reclassified into interest expense, other interest expense related to the Warehouse Lines of Credit (as defined in Note 6 included in these consolidated financial statements) has been reclassified into gains from mortgage banking activities and other interest expense related to escrow accounts has been reclassified into servicing fees, net in the consolidated statements of operations. As of December 31, 2014, the Company no longer presents other interest expense in its consolidated statements of operations.

Cash and Cash Equivalents

        Cash and cash equivalents include funds on deposit with financial institutions, including demand deposits with financial institutions. Cash and short-term investments with an original maturity of three months or less when acquired are considered cash and cash equivalents for the purpose of the consolidated balance sheets and statements of cash flows.

Restricted Cash

        Restricted cash includes escrow deposits for taxes, insurance, leasing outlays, capital expenditures, tenant security deposits and payments required under certain loan agreements. These escrow deposits are held on behalf of the respective borrowers and are offset by escrow liabilities included in other liabilities in the consolidated balance sheets. In connection with its mortgage banking business, the Company held restricted cash, which consisted of reserves that are a requirement of the Fannie Mae DUS program and borrower deposits, which represent funds that were collected for the processing of the borrowers loan applications and loan commitments.

Concentration of Credit Risk

        Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash, loans held for investment, MSRs, loans held for sale, interest receivable and derivative financial instruments. The Company places its cash and cash equivalents with financial institutions and, at times, cash held may exceed the FDIC-insured limit. The Company has exposure to credit risk on its loans held for investment and through its subsidiary ACRE Capital, the Company has exposure on credit risk on loans held for sale and the servicing portfolio whereby ACRE Capital shares in the risk of loss (see Note 7 included in these consolidated financial statements). The Company and the Company's Manager seek to manage credit risk by performing due diligence prior to origination or acquisition and through the use of non-recourse financing, when and where available and appropriate.

Loans Held for Investment

        The Company originates CRE debt and related instruments generally to be held for investment. Loans that are held for investment are carried at cost, net of unamortized loan fees and origination costs, unless the loans are deemed impaired. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, the Company will record an allowance to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan's contractual effective rate.

        Each loan classified as held for investment is evaluated for impairment on a periodic basis. Loans are collateralized by real estate. The extent of any credit deterioration associated with the performance and/or value of the underlying collateral property and the financial and operating capability of the borrower could impact the expected amounts received. The Company monitors performance of its investment portfolio under the following methodology: (1) borrower review, which analyzes the borrower's ability to execute on its original business plan, reviews its financial condition, assesses pending litigation and considers its general level of responsiveness and cooperation; (2) economic review, which considers underlying collateral, (i.e. leasing performance, unit sales and cash flow of the collateral and its ability to cover debt service, as well as the residual loan balance at maturity); (3) property review, which considers current environmental risks, changes in insurance costs or coverage, current site visibility, capital expenditures and market perception; and (4) market review, which analyzes the collateral from a supply and demand perspective of similar property types, as well as from a capital markets perspective. Such impairment analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, and the borrower's exit plan, among other factors.

        In addition, the Company evaluates the entire portfolio to determine whether the portfolio has any impairment that requires a valuation allowance on the remainder of the loan portfolio. As of December 31, 2014, 2013 and 2012, with respect to the Company's loans held for investment, no impairment charges have been recognized.

        Preferred equity investments, which are subordinate to any loans but senior to common equity, are accounted for as loans held for investment and are carried at cost, net of unamortized loan fees and origination costs, unless the loans are deemed impaired, and are included within loans held for investment in the Company's consolidated balance sheets. The Company accretes or amortizes any discounts or premiums over the life of the related loan receivable utilizing the effective interest method.

Loans Held for Sale

        Through its subsidiaries, including ACRE Capital, ACRC Lender W TRS LLC ("ACRC W TRS") and ACRC Lender U TRS LLC ("ACRC U TRS"), the Company originates mortgage loans held for sale, which are recorded at fair value and accounted for under FASB ASC Topic 860, Transfers and Servicing. The holding period for loans originated by ACRE Capital is approximately 30 days. The carrying value of the mortgage loans sold is reduced by the value allocated to the associated retained MSRs based on relative fair value at the time of the sale. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the adjusted value of the related mortgage loans sold.

        Although the Company generally holds its target investments as long-term investments within its principal lending business, the Company may occasionally classify some of its investments as held for sale. Investments held for sale will be carried at fair value within loans held for sale, at fair value in the Company's consolidated balance sheets, with changes in fair value recorded through earnings. The fees received are deferred and recognized as part of the gain or loss on sale. As of December 31, 2014, the Company did not have any loans held for sale in its principal lending business. As of December 31, 2013, the Company had one loan held for sale in its principal lending business of $84.8 million, net of deferred fees, included in the $89.2 million of loans held for sale in the consolidated balance sheets.

Mortgage Servicing Rights

        When a mortgage loan is sold, ACRE Capital retains the right to service the loan and recognizes the MSR at fair value. The initial fair value represents expected net cash flows from servicing, as well as interest earnings on escrows and interim cash balances, borrower prepayment penalties, delinquency rates, late charges along with ancillary fees that are discounted at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the underlying loan. After initial recognition, changes in the MSR fair value are included within change in fair value of mortgage servicing rights in the Company's consolidated statements of operations for the period in which the change occurs.

Intangible Assets

        Intangible assets consist of ACRE Capital's licenses permitting it to participate in programs offered by Fannie Mae, Freddie Mac and HUD (including Ginnie Mae). These licenses are intangible assets with indefinite lives. The Company evaluates identified intangibles for impairment annually or if other events or circumstances indicate that the carrying value may be impaired.

Debt Issuance Costs

        Debt issuance costs under the Company's indebtedness are capitalized and amortized over the terms of the respective debt instrument. Debt issuance costs related to debt securitizations are capitalized and amortized over the term of the underlying loans using the effective interest method. When an underlying loan is prepaid in a debt securitization, the related unamortized debt issuance costs are charged to expense based on a pro-rata share of the debt issuance costs being allocated to the specific loans that were prepaid. Amortization of debt issuance costs is included within interest expense in the Company's consolidated statements of operations while the unamortized balance is included within other assets in the Company's consolidated balance sheets.

Derivative Financial Instruments

        The Company does not hold or issue derivative instruments for trading purposes. The Company recognizes derivatives on its consolidated balance sheets, measures them at their estimated fair value and recognizes changes in their estimated fair value in the Company's consolidated statements of operations for the period in which the change occurs.

        Through its subsidiary, ACRE Capital, the Company enters into loan commitments with borrowers on loan originations whereby the interest rate on the prospective loan is determined prior to funding. In general, ACRE Capital simultaneously enters into forward sale commitments with investors in order to hedge interest rate exposure on loan commitments. The forward sale commitment with the investor locks in an interest rate and price for the sale of the loan. The terms of the loan commitment with the borrower and the forward sale commitment with the investor are matched with the objective of hedging interest rate risk. Loan commitments and forward sale commitments are considered undesignated derivative instruments. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value, with changes in fair value recorded in earnings.

        On December 19, 2012, the Company issued unsecured 7.00% Convertible Senior Notes that mature in 2015 (the "2015 Convertible Notes"). The conversion features of the 2015 Convertible Notes were deemed to be an embedded derivative under FASB ASC Topic 815, Derivatives and Hedging ("ASC 815"). In accordance with ASC 815, the Company was required to bifurcate the embedded derivative related to the conversion features of the 2015 Convertible Notes. Prior to June 26, 2013, the Company recognized the embedded derivative as a liability on its balance sheet, measured at its estimated fair value and recognized changes in its estimated fair value within changes in fair value of derivatives in the Company's consolidated statements of operations for the period in which the change occurs. See Note 9 included in these consolidated financial statements for information on the derivative liability reclassification.

Fair Value Measurements

        GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The financial instruments recorded at fair value on a recurring basis in the Company's consolidated financial statements are derivative financial instruments, MSRs and loans held for sale. The Company has not elected the fair value option for certain other financial instruments, including loans held for investment, secured funding agreements and other debt instruments. Such financial instruments are carried at cost. Fair value is separately disclosed (see Note 14 included in these consolidated financial statements).

Allowance for Loss Sharing

        When a loan is sold under the Fannie Mae DUS program, ACRE Capital undertakes an obligation to partially guarantee the performance of the loan. The date ACRE Capital commits to make a loan to a borrower, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized. Subsequent to the initial commitment date, the Company monitors the performance of each loan for events or circumstances which may signal a liability to be recognized if there is a probable and estimable loss. The initial fair value of the guarantee is estimated by examining historical loss share experienced in the ACRE Capital Fannie Mae DUS portfolio since inception. The initial fair value of the guarantee is included within the provision for loss sharing in the Company's consolidated statements of operations. These historical loss shares serve as a basis to derive a loss share rate which is then applied to the current ACRE Capital DUS portfolio (net of specifically identified impaired loans that are subject to a separate loss share reserve analysis).

Servicing Fee Payable

        ACRE Capital provides additional payments to certain personnel by providing them with a percentage of the servicing fee revenue that is earned by ACRE Capital, which is initially recorded as a liability when ACRE Capital commits to make a loan to a borrower. The initial fair value of the liability represents the expected net cash payments over the life of the related mortgage loan that are discounted at a rate that reflects the credit and liquidity risk of the related MSR. ACRE Capital incurs an expense over the life of each loan as long as the related loan is performing. If a particular loan is not performing, the recipient will not receive the additional compensation on that loan, and if a loss sharing event is triggered, the recipient will not receive a portion of the additional compensation on other loans. The servicing fee payable is included within other liabilities in the consolidated balance sheets. The initial fair value of the related expense is included within gains from mortgage banking activities and the changes in the fair value of the servicing fee payable over the life of the related mortgage loan is included within servicing fee revenue on a net basis in the consolidated statements of operations in the period in which the change occurs.

Revenue Recognition

        Interest income from loans held for investment is accrued based on the outstanding principal amount and the contractual terms of each loan. For loans held for investment, origination fees, contractual exit fees and direct loan origination costs are also recognized in interest income from loans held for investment over the initial loan term as a yield adjustment using the effective interest method.

        A reconciliation of the Company's interest income from loans held for investment, excluding non-controlling interests, to the Company's interest income from loans held for investment as included within its consolidated statements of operations is as follows:

                                                                                                                                                                                    

$ in thousands

 

For the year ended
December 31, 2014

 

Interest income from loans held for investment

 

$

70,495

 

Interest income from non-controlling interest investment held by third parties

 

 

(307

)

​  

​  

Interest income from loans held for investment, excluding non-controlling interests

 

$

70,188

 

​  

​  

​  

​  

​  

        Servicing fees are earned for servicing mortgage loans, including all activities related to servicing the loans, and are recognized as services are provided over the life of the related mortgage loan. Also included in servicing fees are the net fees earned on borrower prepayment penalties and interest earned on borrowers' escrow payments and interim cash balances, along with other ancillary fees and reduced by write-offs of MSRs for loans that are prepaid, changes in the fair value of the servicing fee payable and interest expense related to escrow accounts.

        Gains from mortgage banking activities includes the initial fair value of MSRs, loan origination fees, gain on the sale of loans originated, interest income and fees earned on loans held for sale, changes to the fair value of derivative financial instruments attributable to the loan commitments and forward sale commitments and reduced by the expense related to the initial fair value of the servicing fee payable and the interest expense related to the Warehouse Lines of Credit (as defined in Note 6 included in these consolidated financial statements). The initial fair value of MSRs, loan origination fees, gain on the sale of loans originated, certain direct loan origination costs for loans held for sale and the expenses related to the initial fair value of the servicing fee payable are recognized when ACRE Capital commits to make a loan to a borrower. When the Company settles a sale agreement and transfers the mortgage loan to the buyer, the Company recognizes a MSR asset equal to the present value of the expected net cash flows associated with the servicing of loans sold.

Net Interest Margin and Interest Expense

        Net interest margin within the consolidated statements of operations is a measure that is specific to the Company's principal lending business and serves to measure the performance of the principal lending segment's loans held for investment as compared to its use of debt leverage. The Company includes interest income from its loans held for investment and interest expense related to its secured funding agreements, securitizations debt and the 2015 Convertible Notes in net interest margin. As of December 31, 2014, 2013 and 2012, interest expense is comprised of the following:

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

2012

 

Secured funding agreements and securitizations debt

 

$

27,299 

 

$

8,774 

 

$

2,342 

 

Convertible notes

 

 

6,338 

 

 

6,199 

 

 

216 

 

​  

​  

​  

​  

​  

​  

Interest expense

 

$

33,637 

 

$

14,973 

 

$

2,558 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Stock-Based Compensation

        The Company recognizes the cost of stock-based compensation, which is included within compensation and benefits for ACRE Capital and general and administrative expenses for ACRE in the consolidated statements of operations. The fair value of the time vested restricted stock or restricted stock units granted is recorded to expense on a straight-line basis over the vesting period for the award, with an offsetting increase in stockholders' equity. For grants to directors, officers and employees, the fair value is determined based upon the market price of the stock on the grant date.

        Certain ACRE Capital employees were granted restricted stock that vest in proportion to various financial performance targets being met over a specified period of time. The fair value of the performance based restricted stock granted is recorded to expense on an accelerated basis, using the accelerated attribution method, over the performance period for the award, with an offsetting increase in stockholders' equity. For performance based measures, compensation expense, net of estimated forfeitures, is recorded based on the Company's estimate of the probable achievement of such measures.

Underwriting Commissions and Offering Costs

        Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred. Underwriting commissions that are the responsibility of and paid by a related party, such as the Company's Manager, are reflected as a contribution of additional paid-in capital from a sponsor in the consolidated financial statements.

Income Taxes

        The Company has elected and qualified for taxation as a REIT commencing with its taxable year ended December 31, 2012. As a result of the Company's REIT qualification and its distribution policy, the Company does not generally pay U.S. federal corporate level income taxes. Many of the REIT requirements, however, are highly technical and complex. To continue to qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company's REIT taxable income to the Company's stockholders. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company's four subsequent taxable years. Even though the Company currently qualifies for taxation as a REIT, the Company may be subject to certain U.S. federal, state, local and foreign taxes on the Company's income and property and to U.S. federal income and excise taxes on the Company's undistributed REIT taxable income.

        In connection with the acquisition of ACRE Capital, the Company created a wholly owned subsidiary, ACRE Capital Holdings LLC ("TRS Holdings"), to hold the common units of ACRE Capital. The Company formed a wholly owned subsidiary in December 2013, ACRC W TRS and in March 2014, ACRC U TRS in order to issue and hold certain loans intended for sale. The Company currently owns 100% of the equity of TRS Holdings, ACRC U TRS and ACRC W TRS. Entity classification elections to be taxed as a corporation and taxable REIT subsidiary ("TRS") elections were made with respect to TRS Holdings, ACRC W TRS and ACRC U TRS. A TRS is an entity taxed as a corporation other than a REIT in which a REIT directly or indirectly holds equity, and that has made a joint election with such REIT to be treated as a TRS. Other than some activities relating to lodging and health care facilities, a TRS generally may engage in any business, including investing in assets and engaging in activities that could not be held or conducted directly by the Company without jeopardizing its qualification as a REIT. A TRS is subject to applicable U.S. federal, state, local and foreign income tax on its taxable income. In addition, as a REIT, the Company also may be subject to a 100% excise tax on certain transactions between it and its TRS that are not conducted on an arm's-length basis.

        For financial reporting purposes, a provision for current and deferred taxes has been established for the portion of the Company's GAAP consolidated earnings recognized by TRS Holdings, ACRC U TRS and ACRC W TRS.

        FASB ASC Topic 740, Income Taxes ("ASC 740"), prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. As of December 31, 2014 and 2013, based on the Company's evaluation, there is no reserve for any uncertain income tax positions. TRS Holdings, ACRC U TRS and ACRC W TRS recognize interest and penalties, if any, related to unrecognized tax benefits within income tax expense in the consolidated statements of operations. Accrued interest and penalties, if any, are included within other liabilities in the consolidated balance sheets.

Comprehensive Income

        For the years ended December 31, 2014, 2013 and 2012, comprehensive income equaled net income; therefore, a separate consolidated statement of comprehensive income is not included in the accompanying consolidated financial statements.

Earnings per Share

        The Company calculates basic earnings (loss) per share by dividing net income (loss) allocable to common stockholders for the period by the weighted-average shares of common stock outstanding for that period after consideration of the earnings (loss) allocated to the Company's restricted stock, which are participating securities as defined in GAAP. Diluted earnings (loss) per share takes into effect any dilutive instruments, such as restricted stock and convertible debt, except when doing so would be anti-dilutive. With respect to the 2015 Convertible Notes, the Company has the ability and intention to settle the principal in cash and to settle any amount above par in shares of the Company's common stock if the conversion options were exercised. As such, the Company is applying the treasury stock method when determining the dilutive impact on earnings per share.

Use of Estimates in the Preparation of Financial Statements

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.

Business Combinations

        The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The Company recognizes identifiable assets acquired and liabilities (both specific and contingent) assumed at their fair values at the acquisition date. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. The excess of the assets acquired and liabilities assumed over the purchase price is recognized as a gain on acquisition. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with corresponding adjustments to the gain on acquisition. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded through earnings.

Asset Acquisitions

        The Company accounts for acquired assets and assumed liabilities that do not meet the definition of a business as an asset acquisition, under which the cost of the acquisition is allocated to the assets acquired and liabilities assumed on a relative fair value basis. Acquisition-related costs, such as due diligence, legal and accounting fees, are capitalized as a component of the cost of the assets acquired.

Costs Associated with Restructuring Activities

        The Company began restructuring and relocating certain ACRE Capital support services during the three months ended March 31, 2014. The Company incurred costs related to these restructuring activities, including employee termination costs and office relocation costs. The employee termination costs are associated with the severance of certain employees, retention bonuses and guaranteed bonuses to certain key employees, insurance and outplacement, which will be accounted for on a straight-line basis over the period from notification through each employee's termination date. If employees are required to render service (beyond a minimum retention period) in order to receive the termination benefits, a liability for employee termination costs is measured initially at the communication date based on its fair value, as of the termination date, and recognized ratably over the future service period. Office relocation costs include costs that will be incurred in the physical move of offices and incremental rent costs, which will be expensed when space is vacated. The costs incurred to date are included within general and administrative expenses in the Company's consolidated statements of operations.

Recent Accounting Pronouncements

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." The guidance in this ASU supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition." Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

        In November 2014, the FASB issued ASU No. 2014-16, "Derivatives and Hedging (Topic 815)." The objective of this ASU is to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. In addition, the amendments in this ASU clarify that, in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features when considering how to weight those terms and features. The amendments in ASU No. 2014-16 are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted; however, the Company does not plan to early adopt this ASU. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

 

SIGNIFICANT ACCOUNTING POLICIES (Table)

 

                                                                                                                                                                                    

$ in thousands

 

For the year ended
December 31, 2014

 

Interest income from loans held for investment

 

$

70,495

 

Interest income from non-controlling interest investment held by third parties

 

 

(307

)

​  

​  

Interest income from loans held for investment, excluding non-controlling interests

 

$

70,188

 

​  

​  

​  

​  

​  

 

 

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

2012

 

Secured funding agreements and securitizations debt

 

$

27,299 

 

$

8,774 

 

$

2,342 

 

Convertible notes

 

 

6,338 

 

 

6,199 

 

 

216 

 

​  

​  

​  

​  

​  

​  

Interest expense

 

$

33,637 

 

$

14,973 

 

$

2,558 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

LOANS HELD FOR INVESTMENT (Tables)

 

                                                                                                                                                                                    

 

 

December 31, 2014

 

$ in thousands

 

Carrying
Amount(1)

 

Outstanding
Principal(1)

 

Weighted
Average
Interest Rate

 

Weighted
Average
Unleveraged
Effective Yield(2)

 

Weighted
Average
Remaining
Life (Years)

 

Senior mortgage loans

 

$

1,156,476 

 

$

1,164,055 

 

 

4.5 

%

 

5.0 

%

 

2.1 

 

Subordinated debt and preferred equity investments

 

 

228,499 

 

 

231,226 

 

 

10.3 

%

 

10.7 

%

 

6.1 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total investment portfolio (excluding non-controlling interests held by third parties)

 

$

1,384,975 

 

$

1,395,281 

 

 

5.5 

%

 

6.0 

%

 

2.8 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

December 31, 2013

 

$ in thousands

 

Carrying
Amount(1)

 

Outstanding
Principal(1)

 

Weighted
Average
Interest Rate

 

Weighted
Average
Unleveraged
Effective Yield(2)

 

Weighted
Average
Remaining
Life (Years)

 

Senior mortgage loans

 

$

867,578 

 

$

873,781 

 

 

5.1 

%

 

5.6 

%

 

2.4 

 

Subordinated debt and preferred equity investments

 

 

90,917 

 

 

91,655 

 

 

9.8 

%

 

10.2 

%

 

3.6 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total investment portfolio (excluding non-controlling interests held by third parties)

 

$

958,495 

 

$

965,436 

 

 

5.5 

%

 

6.0 

%

 

2.5 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

The difference between the Carrying Amount and the Outstanding Principal face amount of the loans held for investment consists of unamortized purchase discount, deferred loan fees and loan origination costs.

(2)

Unleveraged Effective Yield is the compounded effective rate of return that would be earned over the life of the investment based on the contractual interest rate (adjusted for any deferred loan fees, costs, premium or discount) and assumes no dispositions, early prepayments or defaults. The Total Weighted Average Unleveraged Effective Yield is calculated based on the average of Unleveraged Effective Yield of all loans held by the Company as of December 31, 2014 and 2013 as weighted by the Outstanding Principal balance of each loan.

 

 

                                                                                                                                                                                    

 

 

As of December 31, 2014

 

$ in thousands

 

Carrying
Amount

 

Loans held for investment

 

$

1,462,584

 

Non-controlling interest investment held by third parties

 

 

(77,609

)

​  

​  

Total investment portfolio (excluding non-controlling interests held by third parties)

 

$

1,384,975

 

​  

​  

​  

​  

​  

 

 

        A more detailed listing of the Company's investment portfolio, based on information available as of December 31, 2014 is as follows:

(amounts in millions, except percentages)

                                                                                                                                                                                    

Loan Type

 

Location

 

Outstanding
Principal(1)

 

Carrying
Amount(1)

 

Interest Rate

 

Unleveraged
Effective
Yield(2)

 

Maturity
Date(3)

 

Payment
Terms(4)

 

Transitional Senior Mortgage Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

CA

 

$

75.0 

 

$

74.5 

 

 

L+3.75%

 

 

4.2 

%

 

Aug 2017

 

 

I/O

 

Retail

 

IL

 

 

70.0 

 

 

69.5 

 

 

L+4.25%

 

 

4.9 

%

 

Aug 2017

 

 

I/O

 

Office

 

TX

 

 

61.7 

 

 

60.9 

 

 

L+5.00%

 

 

6.1 

%

 

Jan 2017

 

 

I/O

 

Multifamily

 

GA

 

 

45.8 

 

 

45.8 

 

 

L+4.95%

(5)

 

5.7 

%

 

Apr 2016

 

 

I/O

 

Mixed-use

 

IL

 

 

45.1 

 

 

44.4 

 

 

L+3.60%

 

 

4.2 

%

 

Oct 2018

 

 

I/O

 

Multifamily

 

TX

 

 

44.7 

 

 

44.6 

 

 

L+3.75%

 

 

4.5 

%

 

July 2016

 

 

I/O

 

Multifamily

 

GA

 

 

38.4 

 

 

38.4 

 

 

L+4.95%

(5)

 

5.7 

%

 

Apr 2016

 

 

I/O

 

Industrial

 

MO/KS

 

 

38.0 

 

 

37.7 

 

 

L+4.30%

 

 

5.1 

%

 

Jan 2017

 

 

I/O

 

Multifamily

 

NY

 

 

37.8 

 

 

37.5 

 

 

L+5.00%

 

 

6.1 

%

 

Oct 2017

 

 

I/O

 

Multifamily

 

TX

 

 

35.4 

 

 

35.3 

 

 

L+4.70%

 

 

5.6 

%

 

Apr 2016

 

 

I/O

 

Multifamily

 

FL

 

 

35.2 

 

 

35.0 

 

 

L+3.75%

 

 

4.7 

%

 

Mar 2017

 

 

I/O

 

Multifamily

 

TX

 

 

34.9 

 

 

34.8 

 

 

L+3.75%

 

 

4.5 

%

 

July 2016

 

 

I/O

 

Office

 

FL

 

 

32.8 

 

 

32.6 

 

 

L+3.65%

 

 

4.0 

%

 

Oct 2017

 

 

I/O

 

Office

 

OH

 

 

30.0 

 

 

29.9 

 

 

L+5.35%-
L+5.00%


(6)

 

6.0 

%

 

Nov 2015

 

 

I/O

 

Retail

 

IL

 

 

29.0 

 

 

28.7 

 

 

L+3.25%

 

 

3.9 

%

 

Sep 2018

 

 

I/O

 

Office

 

CA

 

 

27.7 

 

 

27.5 

 

 

L+4.50%

 

 

5.2 

%

 

Apr 2017

 

 

I/O

 

Office

 

OR

 

 

27.4 

 

 

27.1 

 

 

L+3.75%

 

 

4.4 

%

 

Oct 2018

 

 

I/O

 

Multifamily

 

NY

 

 

27.0 

 

 

26.7 

 

 

L+3.75%

 

 

4.4 

%

 

Oct 2017

 

 

I/O

 

Multifamily

 

TX

 

 

27.2 

 

 

27.1 

 

 

L+3.65%

 

 

4.4 

%

 

Jan 2017

 

 

I/O

 

Office

 

KS

 

 

25.5 

 

 

25.4 

 

 

L+5.00%

 

 

5.8 

%

 

Mar 2016

 

 

I/O

 

Mixed-use

 

NY

 

 

26.0 

 

 

25.9 

 

 

L+4.25%

 

 

4.8 

%

 

Aug 2017

 

 

I/O

 

Multifamily

 

TX

 

 

24.9 

 

 

24.7 

 

 

L+3.65%

 

 

4.4 

%

 

Jan 2017

 

 

I/O

 

Multifamily

 

GA

 

 

23.5 

 

 

23.5 

 

 

L+4.95%

(5)

 

5.7 

%

 

Apr 2016

 

 

I/O

 

Multifamily

 

AZ

 

 

21.8 

 

 

21.8 

 

 

L+4.25%

 

 

5.9 

%

 

Sep 2015

 

 

I/O

 

Multifamily

 

GA

 

 

21.6 

 

 

21.4 

 

 

L+3.85%

 

 

4.8 

%

 

May 2017

 

 

I/O

 

Industrial

 

CA

 

 

19.9 

 

 

19.7 

 

 

L+5.25%

 

 

6.1 

%

 

May 2017

 

 

I/O

 

Industrial

 

VA

 

 

19.0 

 

 

18.9 

 

 

L+5.25%

 

 

6.4 

%

 

Dec 2015

 

 

I/O

 

Office

 

CO

 

 

16.8 

 

 

16.6 

 

 

L+3.95%

 

 

4.6 

%

 

Dec 2017

 

 

I/O

 

Office

 

CA

 

 

15.6 

 

 

15.5 

 

 

L+3.75%

 

 

4.5 

%

 

July 2016

 

 

I/O

 

Office

 

CA

 

 

14.8 

 

 

14.7 

 

 

L+4.50%

 

 

5.3 

%

 

July 2016

 

 

I/O

 

Multifamily

 

NC

 

 

14.9 

 

 

14.8 

 

 

L+4.00%

 

 

4.8 

%

 

Apr 2017

 

 

I/O

 

Multifamily

 

NY

 

 

13.7 

 

 

13.6 

 

 

L+3.85%

 

 

4.4 

%

 

Nov 2017

 

 

I/O

 

Multifamily

 

FL

 

 

13.7 

 

 

13.6 

 

 

L+3.80%

 

 

4.6 

%

 

Feb 2017

 

 

I/O

 

Mixed-use

 

NY

 

 

12.6 

 

 

12.4 

 

 

L+3.95%

 

 

4.7 

%

 

Sep 2017

 

 

I/O

 

Multifamily

 

FL

 

 

11.2 

 

 

11.1 

 

 

L+3.75%

 

 

4.6 

%

 

Apr 2017

 

 

I/O

 

Multifamily

 

FL

 

 

10.9 

 

 

10.8 

 

 

L+3.80%

 

 

4.6 

%

 

Feb 2017

 

 

I/O

 

Stretch Senior Mortgage Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

FL

 

 

47.3 

 

 

47.3 

 

 

L+5.25%

(7)

 

5.4 

%

 

Apr 2016

 

 

I/O

 

Industrial

 

OH

 

 

32.7 

 

 

32.4 

 

 

L+4.20%

 

 

4.7 

%

 

May 2018

 

 

I/O

 

Office

 

CA

 

 

14.5 

 

 

14.4 

 

 

L+4.75%

 

 

5.7 

%

 

Feb 2016

 

 

I/O

 

Subordinated Debt and Preferred Equity Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

IL

 

 

37.0 

 

 

36.8 

 

 

8.75% 

 

 

9.1 

%

 

Aug 2016

 

 

I/O

 

Multifamily

 

NY

 

 

33.3 

 

 

33.1 

 

 

L+8.07%

(8)

 

8.5 

%

 

Jan 2019

 

 

I/O

 

Multifamily

 

GA and FL

 

 

34.8 

 

 

34.2 

 

 

L+11.85%

(9)

 

12.3 

%

 

June 2021

 

 

I/O

 

Office

 

GA

 

 

14.3 

 

 

14.3 

 

 

9.5% 

(10)

 

9.5 

%

 

Aug 2017

 

 

I/O

 

Mixed-use

 

NY

 

 

14.6 

 

 

14.5 

 

 

11.50% 

(11)

 

11.9 

%

 

Nov 2016

 

 

I/O

 

Multifamily

 

TX

 

 

4.9 

 

 

4.8 

 

 

L+11.00%

(12)

 

11.6 

%

 

Oct 2016

 

 

I/O

 

Various

 

Diversified(13)

 

 

92.4 

 

 

90.8 

 

 

10.95% 

 

 

11.4 

%

 

Dec 2024

 

 

I/O

 

​  

​  

​  

​  

​  

​  

Total/Average

 

 

 

$

1,395.3 

 

$

1,385.0 

 

 

 

 

 

6.0 

%

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

The difference between the Carrying Amount and the Outstanding Principal amount of the loans held for investment consists of unamortized purchase discount, deferred loan fees and loan origination costs.

(2)

Unleveraged Effective Yield is the compounded effective rate of return that would be earned over the life of the investment based on the contractual interest rate (adjusted for any deferred loan fees, costs, premium or discount) and assumes no dispositions, early prepayments or defaults. Unleveraged Effective Yield for each loan is calculated based on LIBOR as of December 31, 2014 or the LIBOR floor, as applicable. The Weighted Average Unleveraged Effective Yield is calculated based on the average of Unleveraged Effective Yield of all loans held by the Company as of December 31, 2014 as weighted by the Outstanding Principal balance of each loan.

(3)

Certain loans are subject to contractual extension options that vary between one and two 12-month extensions and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities in connection with loan modifications.

(4)

I/O = interest only. Amortization begins on the transitional senior Missouri/Kansas loan with an outstanding principal of $38.0 million in January 2015 and on the transitional senior New York loan with an outstanding principal of $37.8 million in October 2016, respectively, as of December 31, 2014. Amortization begins on the stretch senior Ohio loan with an outstanding principal as of December 31, 2014 of $32.7 million in May 2017. The remainder of the loans in the Company's principal lending portfolio are non-amortizing through their primary terms.

(5)

These loans were originally structured as an A/B note in a cross collateralized loan pool with the Company holding the B-note. In connection with the commercial mortgage-backed securities ("CMBS") financing on November 19, 2013, the Company purchased the A-note and modified and split the combined loan into individual senior whole loans.

(6)

The initial interest rate for this loan of L+5.35% steps down based on performance hurdles to L+5.00%.

(7)

In March 2014, the Company entered into a loan modification that extended the loan for a term of two years and lowered the interest rate to L+5.25%.

(8)

In March 2014, the $85.2 million (outstanding principal) senior loan held for sale by the Company was restructured whereby the principal balance was reduced from $85.2 million to $80.4 million and total commitment was decreased from $93.8 million to $88.4 million. The senior loan was subsequently sold to third party purchasers. The transaction qualified for sale accounting under FASB ASC Topic 860, Transfers and Servicing. The origination and exit fees associated with the senior loan were not restructured and the Company retained the right to a portion of the origination and the exit fees. Upon the sale of the senior loan, the Company recorded a $680 thousand (net of expenses) gain on sale of loans in its consolidated statements of operations. The $28.4 million (outstanding principal) mezzanine loan retained by the Company was also restructured whereby the principal balance was increased from $28.4 million to $33.3 million and total commitment was increased from $31.3 million to $36.6 million. In connection with the restructuring of the mezzanine loan, the interest rate decreased from L+9.90% with a LIBOR floor of 0.17% to L+7.46% with a LIBOR floor of 0.17%. The principal balance, interest rate and unleveraged effective yield of the mezzanine loan may change further based on certain asset-level performance hurdles being met. Due to asset-level performance hurdles being met, the interest rate for this loan increased to L+8.07% on December 22, 2014.

(9)

The preferred return is L+11.85% with 2.00% as payment-in-kind ("PIK"), to the extent cash flow is not available. There is no capped dollar amount on accrued PIK.

(10)

The interest rate for this loan decreased to 9.50% on December 15, 2014.

(11)

The interest rate is 11.50% with a 9.00% current pay and up to a capped dollar amount as PIK based on the borrower's election.

(12)

The preferred return is L+11.00% with an L+ 9.00% current pay and up to a capped dollar amount as PIK.

(13)

The preferred equity investment is in an entity whose assets are comprised of multifamily, student housing, medical office and self-storage properties.

 

        For the years ended December 31, 2014 and 2013, the activity in the Company's loan portfolio was as follows ($ in thousands):

                                                                                                                                                                                    

Balance at December 31, 2012

 

$

353,500

 

Initial funding

 

 

640,384

 

Receipt of origination fee, net of costs

 

 

(6,058

)

Additional funding

 

 

35,223

 

Amortizing payments

 

 

(150

)

Loan payoffs

 

 

(66,770

)

Origination fee accretion

 

 

2,366

 

​  

​  

Balance at December 31, 2013

 

$

958,495

 

​  

​  

​  

​  

​  

Initial funding

 

 

637,222

 

Receipt of origination fee, net of costs

 

 

(7,026

)

Additional funding

 

 

80,215

 

Loan payoffs

 

 

(209,983

)

Origination fee accretion

 

 

3,661

 

​  

​  

Balance at December 31, 2014

 

$

1,462,584

 

​  

​  

​  

​  

​  

 

MORTGAGE SERVICING RIGHTS (Tables)
Schedule of activity related to MSRs

        Activity related to MSRs for the years ended December 31, 2014 and 2013 was as follows ($ in thousands):

                                                                                                                                                                                    

MSRs acquired in the ACRE Capital acquisition (See Note 18)

 

$

61,236

 

Additions, following sale of loan

 

 

2,385

 

Changes in fair value

 

 

(2,697

)

Prepayments and write-offs

 

 

(1,284

)

​  

​  

Balance at December 31, 2013

 

$

59,640

 

​  

​  

​  

​  

​  

MSRs acquired in asset acquisition (See Note 18)

 

 

1,259

 

Additions, following sale of loan

 

 

7,853

 

Changes in fair value

 

 

(7,650

)

Prepayments and write-offs

 

 

(2,213

)

​  

​  

Balance at December 31, 2014

 

$

58,889

 

​  

​  

​  

​  

​  

 

DEBT (Tables)

 

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

$ in thousands

 

Outstanding
Balance

 

Total
Commitment

 

Outstanding
Balance

 

Total
Commitment

 

Wells Fargo Facility

 

$

120,766 

 

$

225,000 

 

$

166,934 

 

$

225,000 

 

December 2011 Citibank Facility

 

 

 

 

 

 

97,485 

 

 

125,000 

 

December 2014 Citibank Facility

 

 

93,432 

 

 

250,000 

 

 

 

 

 

Capital One Facility

 

 

 

 

100,000 

 

 

 

 

100,000 

 

March 2014 CNB Facility

 

 

42,000 

 

 

50,000 

 

 

 

 

 

July 2014 CNB Facility

 

 

75,000 

 

 

75,000 

 

 

 

 

 

MetLife Facility

 

 

144,673 

 

 

180,000 

 

 

 

 

 

April 2014 UBS Facility

 

 

19,685 

 

 

140,000 

 

 

 

 

 

December 2014 UBS Facility

 

 

57,243 

 

 

57,243 

 

 

 

 

 

ASAP Line of Credit

 

 

58,469 

 

 

80,000 

(1)

 

 

 

105,000 

 

BAML Line of Credit

 

 

134,696 

 

 

180,000 

(2)

 

 

 

80,000 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

745,964 

 

$

1,337,243 

 

$

264,419 

 

$

635,000 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

The commitment amount is subject to change at any time at Fannie Mae's discretion.

(2)

The BAML Line of Credit's commitment size increased to $180.0 million for the period November 25, 2014 through January 26, 2015.

 

        At December 31, 2014, approximate principal maturities of the Company's Financing Facilities and the 2015 Convertible Notes are as follows ($ in thousands):

                                                                                                                                                                                    

 

 

Wells
Fargo
Facility

 

December
2014
Citibank
Facility

 

Capital
One
Facility

 

March
2014
CNB
Facility

 

July
2014
CNB
Facility

 

MetLife
Facility

 

April
2014
UBS
Facility

 

December
2014
UBS
Facility

 

2015
Convertible
Notes

 

ASAP
Line of
Credit

 

BAML
Line of
Credit

 

Total

 

2015

 

$

120,766 

 

$

 

$

 

$

 

$

75,000 

 

$

 

$

 

$

 

$

69,000 

 

$

58,469 

 

$

134,696 

 

$

457,931 

 

2016

 

 

 

 

93,432 

 

 

 

 

42,000 

 

 

 

 

 

 

 

 

57,243 

 

 

 

 

 

 

 

 

192,675 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

144,673 

 

 

19,685 

 

 

 

 

 

 

 

 

 

 

164,358 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

120,766 

 

$

93,432 

 

$

 

$

42,000 

 

$

75,000 

 

$

144,673 

 

$

19,685 

 

$

57,243 

 

$

69,000 

 

$

58,469 

 

$

134,696 

 

$

814,964 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

ALLOWANCE FOR LOSS SHARING (Tables)
Summary of the Company's allowance for loss sharing

        A summary of the Company's allowance for loss sharing for the years ended December 31, 2014 and 2013 is as follows ($ in thousands):

                                                                                                                                                                                    

Allowance for loss sharing assumed in the ACRE Capital acquisition (See Note 18)

 

$

18,386

 

Current period provision for loss sharing

 

 

6

 

Settlements/Writeoffs

 

 

(1,912

)

​  

​  

Balance at December 31, 2013

 

$

16,480

 

​  

​  

​  

​  

​  

Current period provision for loss sharing

 

 

(1,364

)

Settlements/Writeoffs

 

 

(2,767

)

​  

​  

Balance at December 31, 2014

 

$

12,349

 

​  

​  

​  

​  

​  

 

COMMITMENTS AND CONTINGENCIES (Tables)

 

                                                                                                                                                                                    

 

 

As of December 31,

 

$ in thousands

 

2014

 

2013

 

Total commitments

 

$

1,565,117

 

$

1,191,212

 

Less: funded commitments

 

 

(1,395,281

)

 

(1,050,674

)

​  

​  

​  

​  

Total unfunded commitments

 

$

169,836

 

$

140,538

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

                                                                                                                                                                                    

 

 

As of December 31,

 

$ in thousands

 

2014

 

2013

 

Commitments to sell loans

 

$

249,803 

 

$

56,115 

 

Commitments to fund loans

 

 

51,109 

 

 

51,794 

 

 

        The following table shows future minimum payments under the Company's operating leases for the year ended December 31, 2014 ($ in thousands):

                                                                                                                                                                                    

For the year ended December 31, 2014

 

 

 

2015

 

$

565 

 

2016

 

 

790 

 

2017

 

 

839 

 

2018

 

 

839 

 

2019

 

 

765 

 

Thereafter

 

 

1,718 

 

​  

​  

Total

 

$

5,516 

 

​  

​  

​  

​  

​  

 

DERIVATIVES (Tables)
Schedule of fair value of the Company's derivative financial instruments as well as their classification on the balance sheet

        The table below presents the fair value of the Company's derivative financial instruments as well as their classification within the Company's consolidated balance sheets as of December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

 

 

Balance Sheet
Location

 

Fair Value

 

Balance Sheet
Location

 

Fair Value

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

Loan commitments

 

Other assets

 

$

3,082

 

Other assets

 

$

2,038

 

Forward sale commitments

 

Other assets

 

 

116

 

Other assets

 

 

272

 

Right to acquire MSRs

 

Other assets

 

 

 

Other assets

 

 

1,717

 

Forward sale commitments

 

Other liabilities

 

 

(1,528

)

Other liabilities

 

 

(500

)

​  

​  

​  

​  

Total derivatives not designated as hedging instruments

 

 

 

$

1,670

 

 

 

$

3,527

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

EQUITY (Tables)

        The following table summarizes the total shares issued and proceeds received in public offerings of the Company's common stock net of offering costs for the years ended December 31, 2013 and 2012 (in millions, except per share data):

                                                                                                                                                                                    

 

 

Shares Issued

 

Offering Price
per share

 

Proceeds net of
offering costs

 

2013

 

 

 

 

 

 

 

 

 

 

July 2013

 

 

601,590 

(1)

$

13.50 

 

 

7.7 

 

June 2013

 

 

18,000,000 

 

$

13.50 

 

 

234.6 

 

​  

​  

​  

​  

Total for the year ended December 31, 2013

 

 

18,601,590 

 

 

 

 

 

242.3 

 

2012

 

 

 

 

 

 

 

 

 

 

May 2012

 

 

7,700,000 

 

$

18.50 

 

 

139.0 

 

​  

​  

​  

​  

Total for the year ended December 31, 2012

 

 

7,700,000 

 

 

 

 

 

139.0 

 


(1)

The Company granted the underwriters an option to purchase up to an additional 2.7 million shares of common stock. This amount represents the partial exercise of the option to purchase additional shares by the underwriters.

 

        The following table details the restricted stock grants awarded as of December 31, 2014.

                                                                                                                                                                                    

Grant Date

 

Vesting Start Date

 

Shares Granted

 

May 1, 2012

 

July 1, 2012

 

 

35,135 

 

June 18, 2012

 

July 1, 2012

 

 

7,027 

 

July 9, 2012

 

October 1, 2012

 

 

25,000 

 

June 26, 2013

 

July 1, 2013

 

 

22,526 

 

November 25, 2013

 

November 25, 2016

 

 

30,381 

 

January 31, 2014

 

March 15, 2016

 

 

48,273 

 

February 26, 2014

 

February 26, 2014

 

 

12,030 

 

February 27, 2014

 

August 27, 2014

 

 

22,354 

 

June 24, 2014

 

June 24, 2014

 

 

17,658 

 

​  

​  

Total

 

 

 

 

220,384 

 

​  

​  

​  

​  

​  

 

        The following tables summarize the non-vested shares of restricted stock and the vesting schedule of shares of restricted stock for the Company's directors and officers and employees of ACRE Capital as of December 31, 2014.

Schedule of Non-Vested Share and Share Equivalents

                                                                                                                                                                                    

 

 

Restricted Stock
Grants—Directors

 

Restricted Stock
Grants—Officer

 

Restricted Stock
Grants—Employees

 

Total

 

Balance as of December 31, 2013

 

 

25,420

 

 

17,186

 

 

30,381

 

 

72,987

 

Granted

 

 

29,688

 

 

 

 

70,627

 

 

100,315

 

Vested

 

 

(31,290

)

 

(6,250

)

 

(4,471

)

 

(42,011

)

Forfeited

 

 

(2,494

)

 

 

 

(17,883

)

 

(20,377

)

​  

​  

​  

​  

​  

​  

​  

​  

Balance as of December 31, 2014

 

 

21,324

 

 

10,936

 

 

78,654

 

 

110,914

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Future Anticipated Vesting Schedule

                                                                                                                                                                                    

 

 

Restricted Stock
Grants—Directors

 

Restricted Stock
Grants—Officer

 

Restricted Stock
Grants—Employees(1)

 

Total

 

2015

 

 

16,320 

 

 

6,250 

 

 

 

 

22,570 

 

2016

 

 

4,170 

 

 

4,686 

 

 

30,381 

 

 

39,237 

 

2017

 

 

834 

 

 

 

 

 

 

834 

 

2018

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

 

21,324 

 

 

10,936 

 

 

30,381 

 

 

62,641 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Future anticipated vesting related to employees of ACRE Capital that were granted restricted stock that vests in proportion to certain financial performance targets being met over a specified period of time are not included due to uncertainty in actual vesting date.

 

        The following table summarizes the restricted stock compensation expense included in general and administrative expenses for ACRE and compensation and benefits for ACRE Capital, the total fair value of shares vested and the weighted average grant date fair value of the restricted stock granted to the Company's directors and officers and employees of ACRE Capital for the years ended December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

For the Year Ended December 31,

 

 

 

2014

 

2013

 

 

 

Restricted Stock Grants

 

Restricted Stock Grants

 

 

 

Directors

 

Officer

 

Employees

 

Total

 

Directors

 

Officer

 

Employees

 

Total

 

Compensation expense

 

$

445 

 

$

106 

 

$

388 

 

$

939 

 

$

408 

 

$

106 

 

$

10 

 

$

524 

 

Total fair value of shares vested (1)

 

 

399 

 

 

79 

 

 

56 

 

 

534 

 

 

366 

 

 

92 

 

 

 

 

458 

 

Weighted average grant date fair value

 

 

385 

 

 

 

 

944 

 

 

 

 

 

289 

 

 

 

 

398 

 

 

 

 


(1)

Based on the closing price of the Company's common stock on the NYSE on each vesting date.

 

 

 

EARNINGS PER SHARE (Tables)
Schedule of computations of basic and diluted earnings per share

                                                                                                                                                                                    

 

 

For the year ended December 31,

 

$ in thousands (except share and per share data)

 

2014

 

2013

 

2012

 

Net income attributable to common stockholders:

 

$

24,396 

 

$

13,766 

 

$

186 

 

Divided by:

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares of common stock outstanding:

 

 

28,459,309 

 

 

18,989,500 

 

 

6,532,706 

 

Non-vested restricted stock

 

 

125,713 

 

 

48,652 

 

 

34,603 

 

​  

​  

​  

​  

​  

​  

Diluted weighted average shares of common stock outstanding:

 

 

28,585,022 

 

 

19,038,152 

 

 

6,567,309 

 

​  

​  

​  

​  

​  

​  

Basic earnings per common share:

 

$

0.86 

 

$

0.72 

 

$

0.03 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Diluted earnings per common share:

 

$

0.85 

 

$

0.72 

 

$

0.03 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

INCOME TAX (Tables)

The TRS' income tax provision consisted of the following for the years ended December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

For the year
ended
December 31,

 

 

 

2014

 

2013

 

Current

 

$

329

 

$

115

 

Deferred

 

 

(1,372

)

 

61

 

​  

​  

​  

​  

Total income tax expense (benefit)

 

$

(1,043

)

$

176

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

. The following table presents the U.S. tax jurisdiction and the tax effects of temporary differences on the TRS' respective net deferred tax assets and liabilities ($ in thousands).

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

Deferred tax assets

 

 

 

 

 

 

 

Mortgage servicing rights

 

$

2,844

 

$

749

 

Net operating loss carryforward

 

 

1,465

 

 

 

Other temporary differences

 

 

1,055

 

 

125

 

​  

​  

​  

​  

Sub-total-deferred tax assets

 

 

5,364

 

 

874

 

​  

​  

​  

​  

Deferred tax liabilities

 

 

 

 

 

 

 

Basis difference in assets from acquisition of ACRE Capital

 

 

(2,654

)

 

(2,810

)

Components of gains from mortgage banking activities

 

 

(4,046

)

 

(893

)

Amortization of intangible assets

 

 

(170

)

 

(49

)

​  

​  

​  

​  

Sub-total-deferred tax liabilities

 

 

(6,870

)

 

(3,752

)

​  

​  

​  

​  

Net deferred tax liability

 

$

(1,506

)

$

(2,878

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

                                                                                                                                                                                    

 

 

For the year ended
December 31,

 

 

 

2014

 

2013

 

Federal statutory rate

 

 

35.0 

%

 

35.0 

%

State income taxes

 

 

2.4 

%

 

5.7 

%

Federal benefit of state tax deduction

 

 

(0.8 

)%

 

(2.0 

)%

​  

​  

​  

​  

Effective tax rate

 

 

36.6 

%

 

38.7 

%  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

 

        The following table summarizes the levels in the fair value hierarchy into which the Company's financial instruments were categorized as of December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

Fair Value as of December 31, 2014

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Loans held for sale

 

$

 

$

203,006

 

$

 

$

203,006

 

Mortgage servicing rights

 

 

 

 

 

 

58,889

 

 

58,889

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan commitments

 

 

 

 

 

 

3,082

 

 

3,082

 

Forward sale commitments

 

 

 

 

 

 

116

 

 

116

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward sale commitments

 

 

 

 

 

 

(1,528

)

 

(1,528

)

 

                                                                                                                                                                                    

 

 

Fair Value as of December 31, 2013

 

 

 

Level I

 

Level II

 

Level III

 

Total

 

Loans held for sale

 

$

 

$

89,233

 

$

 

$

89,233

 

Mortgage servicing rights

 

 

 

 

 

 

59,640

 

 

59,640

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan commitments

 

 

 

 

 

 

2,038

 

 

2,038

 

Forward sale commitments

 

 

 

 

 

 

272

 

 

272

 

Right to acquire MSRs

 

 

 

 

 

 

 

 

1,717

 

 

1,717

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward sale commitments

 

 

 

 

 

 

(500

)

 

(500

)

 

        The following table summarizes the significant unobservable inputs the Company used to value financial instruments categorized within Level III as of December 31, 2014 ($ in thousands):

                                                                                                                                                                                    

 

 

 

 

 

 

Unobservable Input

 

Asset Category

 

Fair
Value

 

Primary
Valuation Technique

 

Input

 

Range

 

Weighted
Average

 

Mortgage servicing rights

 

$

58,889 

 

Discounted cash flow

 

Discount rate

 

 

8 - 14

%

 

11.4 

%

Loan commitments and forward sale commitments

 

 

1,670 

 

Discounted cash flow

 

Discount rate

 

 

8 - 8

%

 

8.0 

%

        The following table summarizes the significant unobservable inputs the Company used to value financial instruments categorized within Level III as of December 31, 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

 

 

 

 

Unobservable Input

 

Asset Category

 

Fair
Value

 

Primary
Valuation Technique

 

Input

 

Range

 

Weighted
Average

 

Mortgage servicing rights

 

$

59,640 

 

Discounted cash flow

 

Discount rate

 

 

8 - 14

%

 

12.0 

%

Loan commitments and forward sale commitments

 

 

1,810 

 

Discounted cash flow

 

Discount rate

 

 

8 - 12

%

 

8.0 

%

Right to acquire MSRs

 

 

1,717 

 

Discounted cash flow

 

Discount rate

 

 

8 - 8

%

 

8.0 

%

 

 

 

        The following table summarizes the change in derivative assets and liabilities classified as Level III related to mortgage banking activities for the years ended December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

Derivative assets and liabilities acquired in the ACRE Capital acquisition, net (See Note 18)

 

$

182

 

Settlements

 

 

(2,098

)

Realized gains (losses) recorded in net income(1)

 

 

1,916

 

Unrealized gains (losses) recorded in net income(1)

 

 

3,527

 

​  

​  

Balance at December 31, 2013

 

$

3,527

 

​  

​  

​  

​  

​  

Settlements

 

 

(8,893

)

Realized gains (losses) recorded in net income(1)

 

 

5,366

 

Unrealized gains (losses) recorded in net income(1)

 

 

1,670

 

​  

​  

Balance at December 31, 2014

 

$

1,670

 

​  

​  

​  

​  

​  


(1)

Realized and unrealized gains (losses) from derivatives are included within gains from mortgage banking activities in the consolidated statements of operations.

 

 

        As of December 31, 2014 and 2013, the carrying values and fair values of the Company's financial assets and liabilities recorded at cost are as follows ($ in thousands):

                                                                                                                                                                                    

 

 

 

 

As of December 31,

 

 

 

 

 

2014

 

2013

 

 

 

Level in
Fair Value
Hierarchy

 

Carrying
Value

 

Fair
Value

 

Carrying
Value

 

Fair
Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for investment

 

 

 

$

1,462,584 

 

$

1,472,891 

 

$

958,495 

 

$

965,436 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured funding agreements

 

 

 

$

552,799 

 

$

552,799 

 

$

264,419 

 

$

264,419 

 

Warehouse lines of credit

 

 

 

 

193,165 

 

 

193,165 

 

 

 

 

 

Convertible notes

 

 

 

 

68,395 

 

 

69,000 

 

 

67,815 

 

 

69,000 

 

Commercial mortgage-backed securitization debt (consolidated VIE)

 

 

 

 

219,043 

 

 

219,043 

 

 

395,027 

 

 

395,027 

 

Collateralized loan obligation securitization debt (consolidated VIE)

 

 

 

 

308,703 

 

 

308,703 

 

 

 

 

 

 

 

 

        The following table summarizes the change in the embedded conversion option classified as Level III for the year ended December 31, 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

As of and for the year ended
December 31, 2013

 

Beginning balance, as of December 31, 2012

 

$

(1,825

)

Unrealized gain on the embedded conversion option (1)

 

 

1,739

 

Reclassification of additional paid-in capital

 

 

86

 

​  

​  

Ending balance, as of December 31, 2013

 

$

—  

 

​  

​  

​  

​  

​  


(1)

The unrealized gain on the embedded conversion option is included within changes in fair value of derivatives in the consolidated statements of operations for the year ended December 31, 2013. The Company reclassified certain prior quarter and prior year amounts included within interest expense related to the fair value of the derivative to conform to the Company's presentation for the year ended December 31, 2013.

 

 

RELATED PARTY TRANSACTIONS (Tables)
Summary of related-party costs incurred by the Company and amounts payable to the Manager

        Summarized below are the related party costs incurred by the Company, including ACRE Capital, for the years ended December 31, 2014, 2013 and 2012 and amounts payable to the Company's Manager as of December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

Incurred

 

Payable

 

 

 

For the year ended
December 31,

 

As of
December 31,

 

$ in thousands

 

2014

 

2013

 

2012

 

2014

 

2013

 

Affiliate Payments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

5,916 

 

$

4,241 

 

$

1,665 

 

$

1,471 

 

$

1,497 

 

General and administrative expenses

 

 

4,000 

 

 

3,610 

 

 

1,602 

 

 

1,000 

 

 

1,000 

 

Direct costs

 

 

861 

 

 

769 

 

 

643 

 

 

264 

 

 

299 

 

Other

 

 

 

 

 

 

17 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

10,777 

 

$

8,620 

 

$

3,927 

 

$

2,735 

 

$

2,796 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

DIVIDENDS AND DISTRIBUTIONS (Tables)
Summary of the Company's dividends declared

        The following table summarizes the Company's dividends declared during the years ended December 31, 2014 and 2013 ($ in thousands, except per share data):

                                                                                                                                                                                    

Date declared

 

Record date

 

Payment date

 

Per share
amount

 

Total amount

 

November 10, 2014

 

 

December 31, 2014

 

 

January 15, 2015

 

$

0.25 

 

$

7,147 

 

August 6, 2014

 

 

September 30, 2014

 

 

October 15, 2014

 

 

0.25 

 

 

7,151 

 

May 7, 2014

 

 

June 30, 2014

 

 

July 16, 2014

 

 

0.25 

 

 

7,151 

 

March 17, 2014

 

 

March 31, 2014

 

 

April 16, 2014

 

 

0.25 

 

 

7,147 

 

​  

​  

​  

​  

Total cash dividends declared for the year ended December 31, 2014

 

 

 

 

 

 

 

$

1.00 

 

$

28,596 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

November 13, 2013

 

 

December 31, 2013

 

 

January 22, 2014

 

$

0.25 

 

$

7,127 

 

August 7, 2013

 

 

September 30, 2013

 

 

October 17, 2013

 

 

0.25 

 

 

7,119 

 

May 15, 2013

 

 

June 28, 2013

 

 

July 18, 2013

 

 

0.25 

 

 

6,822 

 

March 14, 2013

 

 

April 08, 2013

 

 

April 18, 2013

 

 

0.25 

 

 

2,317 

 

​  

​  

​  

​  

Total cash dividends declared for the year ended December 31, 2013

 

 

 

 

 

 

 

$

1.00 

 

$

23,385 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

VARIABLE INTEREST ENTITIES (Tables)
Schedule of carrying value and maximum exposure of unconsolidated VIEs

        The following table presents the carrying value and the maximum exposure of unconsolidated VIEs as of December 31, 2014 and 2013 ($ in thousands):

                                                                                                                                                                                    

 

 

As of December 31,

 

 

 

2014

 

2013

 

Carrying value

 

$

38,982 

 

$

4,804 

 

Maximum exposure to loss

 

$

39,608 

 

$

4,850 

 

 

ACQUISITIONS (Tables)
Summary of the amounts of identified assets acquired and liabilities assumed

        The following table summarizes the purchase price allocation recorded as of the Acquisition Date, including retrospective adjustments during the measurement period ($ in thousands):

                                                                                                                                                                                    

Assets acquired:

 

 

 

 

Cash

 

$

1,157 

 

Restricted cash

 

 

15,586 

 

Loans held for sale

 

 

22,154 

 

Mortgage servicing rights

 

 

61,236 

 

Intangible assets

 

 

5,000 

 

Derivative assets

 

 

182 

 

Risk-sharing indemnification

 

 

3,703 

 

Other assets

 

 

4,748 

 

​  

​  

Total assets acquired

 

$

113,766 

 

Liabilities assumed:

 

 

 

 

Warehouse lines of credit

 

$

14,472 

 

Allowance for loss sharing

 

 

18,386 

 

Accounts payable and accrued expenses

 

 

4,748 

 

Other liabilities(1)

 

 

10,795 

 

​  

​  

Total liabilities assumed

 

$

48,401 

 

​  

​  

Net Assets Acquired

 

$

65,365 

 

​  

​  

​  

​  

​  


(1)

Other liabilities include a $6 million payable incurred in connection with the close of the transaction.

 

SEGMENTS (Tables)

        The table below presents the Company's total assets as of December 31, 2014 by business segment ($ in thousands):

                                                                                                                                                                                    

 

 

Principal
Lending

 

Mortgage
Banking

 

Total

 

Cash and cash equivalents

 

$

15,045 

 

$

1,506 

 

$

16,551 

 

Restricted cash

 

 

49,679 

 

 

16,442 

 

 

66,121 

 

Loans held for investment

 

 

1,462,584 

 

 

 

 

1,462,584 

 

Loans held for sale, at fair value

 

 

 

 

203,006 

 

 

203,006 

 

Mortgage servicing rights, at fair value

 

 

 

 

58,889 

 

 

58,889 

 

Other assets

 

 

45,457 

 

 

15,045 

 

 

60,502 

 

​  

​  

​  

​  

​  

​  

Total Assets

 

$

1,572,765 

 

$

294,888 

 

$

1,867,653 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The table below presents the Company's total assets as of December 31, 2013 by business segment ($ in thousands):

                                                                                                                                                                                    

 

 

Principal
Lending

 

Mortgage
Banking

 

Total

 

Cash and cash equivalents

 

$

14,444 

 

$

5,656 

 

$

20,100 

 

Restricted cash

 

 

3,036 

 

 

13,918 

 

 

16,954 

 

Loans held for investment

 

 

958,495 

 

 

 

 

958,495 

 

Loans held for sale, at fair value

 

 

84,769 

 

 

4,464 

 

 

89,233 

 

Mortgage servicing rights, at fair value

 

 

 

 

59,640 

 

 

59,640 

 

Other assets

 

 

16,632 

 

 

15,861 

 

 

32,493 

 

​  

​  

​  

​  

​  

​  

Total Assets

 

$

1,077,376 

 

$

99,539 

 

$

1,176,915 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

        The table below presents the Company's consolidated net income for the year ended December 31, 2014 by business segment ($ in thousands):

                                                                                                                                                                                    

 

 

Principal
Lending

 

Mortgage
Banking

 

Total

 

Net interest margin:

 

 

 

 

 

 

 

 

 

 

Interest income from loans held for investment

 

$

70,495

 

$

 

$

70,495

 

Interest expense

 

 

(33,637

)

 

(2)

 

(33,637

)

​  

​  

​  

​  

​  

​  

Net interest margin

 

 

36,858

(1)

 

 

 

36,858

 

​  

​  

​  

​  

​  

​  

Mortgage banking revenue:

 

 

 

 

 

 

 

 

 

 

Servicing fees, net

 

 

 

 

16,399

 

 

16,399

 

Gains from mortgage banking activities

 

 

 

 

17,492

 

 

17,492

 

Provision for loss sharing

 

 

 

 

1,364

 

 

1,364

 

Change in fair value of mortgage servicing rights

 

 

 

 

(7,650

)

 

(7,650

)

​  

​  

​  

​  

​  

​  

Mortgage banking revenue

 

 

 

 

27,605

 

 

27,605

 

​  

​  

​  

​  

​  

​  

Gain on sale of loans

 

 

680

 

 

 

 

680

 

​  

​  

​  

​  

​  

​  

Total revenue

 

 

37,538

 

 

27,605

 

 

65,143

 

​  

​  

​  

​  

​  

​  

Expenses:

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

5,440

 

 

476

 

 

5,916

 

Professional fees

 

 

2,686

 

 

1,047

 

 

3,733

 

Compensation and benefits

 

 

 

 

18,649

 

 

18,649

 

Acquisition and investment pursuit costs

 

 

20

 

 

 

 

20

 

General and administrative expenses

 

 

3,003

 

 

6,249

 

 

9,252

 

General and administrative expenses reimbursed to affiliate

 

 

3,400

 

 

600

 

 

4,000

 

​  

​  

​  

​  

​  

​  

Total expenses

 

 

14,549

 

 

27,021

 

 

41,570

 

​  

​  

​  

​  

​  

​  

Income from operations before income taxes

 

 

22,989

 

 

584

 

 

23,573

 

​  

​  

​  

​  

​  

​  

Income tax expense (benefit)

 

 

240

 

 

(1,283

)

 

(1,043

)

​  

​  

​  

​  

​  

​  

Net income attributable to ACRE

 

 

22,749

 

 

1,867

 

 

24,616

 

​  

​  

​  

​  

​  

​  

Net income attributable to non-controlling interests

 

 

(220

)

 

 

 

(220

)

​  

​  

​  

​  

​  

​  

Net income attributable to common stockholders

 

$

22,529

 

$

1,867

 

$

24,396

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Revenues from one of the Company's borrowers in the principal lending segment represented approximately 15.8% of the Company's consolidated revenues for the year ended December 31, 2014.

(2)

Interest expense does not include interest expense related to the intercompany note between the two business segments presented, mortgage banking (conducted through ACRE Capital Holdings LLC) as borrower and principal lending (conducted through the Company) as lender, as described in Note 13. Interest expense related to the intercompany note is eliminated in the consolidated financial statements of the Company. If interest expense related to the intercompany note were included, interest expense and net loss for the year ended December 31, 2014 would have been $3.7 million and $1.8 million, respectively, for mortgage banking.

        The table below presents the Company's consolidated net income for the year ended December 31, 2013 by business segment ($ in thousands):

                                                                                                                                                                                    

 

 

Principal
Lending

 

Mortgage
Banking

 

Total

 

Net interest margin:

 

 

 

 

 

 

 

 

 

 

Interest income from loans held for investment

 

$

37,600

 

$

 

$

37,600

 

Interest expense

 

 

(14,973

)

 

(2)

 

(14,973

)

​  

​  

​  

​  

​  

​  

Net interest margin

 

 

22,627

(1)

 

 

 

22,627

 

​  

​  

​  

​  

​  

​  

Mortgage banking revenue:

 

 

 

 

 

 

 

 

 

 

Servicing fees, net

 

 

 

 

5,754

 

 

5,754

 

Gains from mortgage banking activities

 

 

 

 

5,019

 

 

5,019

 

Provision for loss sharing

 

 

 

 

(6

)

 

(6

)

Change in fair value of mortgage servicing rights

 

 

 

 

(2,697

)

 

(2,697

)

​  

​  

​  

​  

​  

​  

Mortgage banking revenue

 

 

 

 

8,070

 

 

8,070

 

​  

​  

​  

​  

​  

​  

Gain on sale of loans

 

 

 

 

1,333

 

 

1,333

 

​  

​  

​  

​  

​  

​  

Total revenue

 

 

22,627

 

 

9,403

 

 

32,030

 

​  

​  

​  

​  

​  

​  

Expenses:

 

 

 

 

 

 

 

 

 

 

Management fees to affiliate

 

 

4,125

 

 

116

 

 

4,241

 

Professional fees

 

 

2,447

 

 

477

 

 

2,924

 

Compensation and benefits

 

 

 

 

5,456

 

 

5,456

 

Acquisition and investment pursuit costs

 

 

4,079

 

 

 

 

4,079

 

General and administrative expenses

 

 

2,430

 

 

1,525

 

 

3,955

 

General and administrative expenses reimbursed to affiliate

 

 

3,394

 

 

216

 

 

3,610

 

​  

​  

​  

​  

​  

​  

Total expenses

 

 

16,475

 

 

7,790

 

 

24,265

 

​  

​  

​  

​  

​  

​  

Changes in fair value of derivatives

 

 

1,739

 

 

 

 

1,739

 

​  

​  

​  

​  

​  

​  

Income from operations before gain on acquisition and income taxes

 

 

7,891

 

 

1,613

 

 

9,504

 

​  

​  

​  

​  

​  

​  

Gain on acquisition

 

 

4,438

 

 

 

 

4,438

 

​  

​  

​  

​  

​  

​  

Income from operations before income taxes

 

 

12,329

 

 

1,613

 

 

13,942

 

​  

​  

​  

​  

​  

​  

Income tax expense (benefit)

 

 

 

 

176

 

 

176

 

​  

​  

​  

​  

​  

​  

Net income attributable to common stockholders

 

$

12,329

 

$

1,437

 

$

13,766

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Revenues from one of the Company's borrowers in the principal lending segment represented approximately 13.0% of the Company's consolidated revenues for the year ended December 31, 2013.

(2)

Interest expense does not include interest expense related to the intercompany note between the two business segments presented, mortgage banking (conducted through ACRE Capital Holdings LLC) as borrower and principal lending (conducted through the Company) as lender, as described in Note 13. Interest expense related to the intercompany note is eliminated in the consolidated financial statements of the Company. If interest expense related to the intercompany note were included, interest expense and net income for the year ended December 31, 2013 would have been $1.2 million and $244 thousand, respectively, for mortgage banking.

 

QUARTERLY FINANCIAL DATA (Tables)
Summary of the entity's quarterly financial results

        The following table summarizes the Company's quarterly financial results for each quarter of the years ended December 31, 2014 and 2013 (amounts in thousands, except per share data):

                                                                                                                                                                                    

 

 

For the three month period ended,

 

 

 

March 31

 

June 30

 

September 30

 

December 31

 

2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue(1)

 

$

13,758 

 

$

17,413 

 

$

13,180 

 

$

20,792 

 

Net income

 

$

4,755 

 

$

6,638 

 

$

4,102 

 

$

9,121 

 

Net income attributable to common stockholders

 

$

4,755 

 

$

6,638 

 

$

4,102 

 

$

8,901 

 

Net income per common share-Basic

 

$

0.17 

 

$

0.23 

 

$

0.14 

 

$

0.31 

 

Net income per common share-Diluted

 

$

0.17 

 

$

0.23 

 

$

0.14 

 

$

0.31 

 

2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue(1)

 

$

3,774 

 

$

4,708 

 

$

10,915 

 

$

12,633 

 

Net income

 

$

327 

 

$

3,265 

 

$

6,884 

(2)

$

3,290 

 

Net income attributable to common stockholders

 

$

327 

 

$

3,265 

 

$

6,884 

(2)

$

3,290 

 

Net income per common share-Basic

 

$

0.04 

 

$

0.32 

 

$

0.25 

(2)

$

0.12 

 

Net income per common share-Diluted

 

$

0.04 

 

$

0.32 

 

$

0.25 

(2)

$

0.12 

 


(1)

As of December 31, 2014, the Company no longer presents other interest expense in its consolidated statements of operations. Total revenue has been adjusted from the previously filed Forms 10-Q as of March 31, June 30 and September 30, 2014 and 2013, respectively, and the previously filed Form 10-K as of December 31, 2013 to reflect the reclassification of other interest expense. Other interest expense related to the 2015 Convertible Notes has been reclassified into interest expense, other interest expense related to the Warehouse Lines of Credit has been reclassified into gains from mortgage banking activities and other interest expense related to escrow accounts has been reclassified into servicing fees, net in the consolidated statements of operations. The impact of these reclasses is a decrease in total revenue by $1.7 million, $1.8 million and $1.9 million, respectively, for the three month periods ending March 31, June 30 and September 30, 2014, respectively. The impact of these reclasses is a decrease in total revenue by $1.6 million, $1.5 million, $1.6 million and $1.9 million, respectively, for the three month periods ending March 31, June 30, September 30 and December 31, 2013, respectively. Additionally, total revenue has been adjusted from the previously filed Form 10-Q as of September 30, 2013 to reflect a $516 thousand reclass between gains from mortgage banking activities and compensation and benefits.

(2)

Net income and net income per common share have been adjusted from the previously filed Form 10-Q as of September 30, 2013 to reflect adjustments made during the measurement period to provisional amounts recognized at the Acquisition Date.

 

COSTS ASSOCIATED WITH RESTRUCTURING ACTIVITIES (Tables)
Schedule of reconciliation of the liability attributable to restructuring costs incurred in the mortgage banking segment

        The table below presents a reconciliation of the liability attributable to restructuring costs incurred in the mortgage banking segment as of December 31, 2014 ($ in thousands):

                                                                                                                                                                                    

 

 

Employee Termination Costs

 

Beginning balance, as of January 1, 2014

 

$

 

Accruals

 

 

799

 

Payments

 

 

(574

)

​  

​  

Ending balance, as of December 31, 2014

 

$

225

 

​  

​  

​  

​  

​  

 

ORGANIZATION (Details) (Maximum)
12 Months Ended
Dec. 31, 2014
Maximum
ORGANIZATION
Term of debt
10 years�
SIGNIFICANT ACCOUNTING POLICIES (Details)�(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
item
Dec. 31, 2013
item
Dec. 31, 2012
Segment Reporting.
Number of reportable segments as a result of the Acquisition
2�
2�
Loans Held for Investment
Impairments of loan held for investment
$�0�
$�0�
$�0�
SIGNIFICANT ACCOUNTING POLICIES (Details 2)�(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Loans held for sale
Loans held for sale
$�203,006�
$�89,233�
Loans held for sale, net of deferred fees
84,769�
Revenue Recognition
Interest and Fee Income, Loans and Leases Held-in-portfolio, Total
70,495�
37,600�
9,278�
Interest income from non-controlling interest investment held by third parties
(307)
Interest income from loans held for investment, excluding non-controlling interests
70,188�
ACRE
Loans held for sale
Number of loans held for sale
1�
Loans held for sale
84,769�
Loans held for sale, net of deferred fees
89,200�
Revenue Recognition
Interest and Fee Income, Loans and Leases Held-in-portfolio, Total
$�70,495�
$�37,600�
ACRE Capital
Loans held for sale
Holding period of mortgage loans held for sale
30 days�
SIGNIFICANT ACCOUNTING POLICIES (Details 3)�(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 19, 2012
Convertible Senior Notes
Interest expense
$�33,637�
$�14,973�
$�2,558�
Income Taxes
Period of disqualification of REIT status
4 years�
Business Combinations
Maximum measurement period after the transaction date for subsequent adjustments
1 year�
Secured funding agreements and securitizations debt
Convertible Senior Notes
Interest expense
27,299�
8,774�
2,342�
2015 Convertible Notes
Convertible Senior Notes
Interest rate (as a percent)
7.00%�
Interest expense
$�6,338�
$�6,199�
$�216�
SIGNIFICANT ACCOUNTING POLICIES (Details 4)
12 Months Ended
Dec. 31, 2014
TRS'
Income Taxes
Ownership percentage
100.00%�
Excise tax rate (as a percent)
100.00%�
ACRC U TRS
Income Taxes
Ownership percentage
100.00%�
Excise tax rate (as a percent)
100.00%�
ACRE Capital |
ACRC W TRS
Income Taxes
Ownership percentage
100.00%�
Excise tax rate (as a percent)
100.00%�
LOANS HELD FOR INVESTMENT (Details)�(USD $)
12 Months Ended
Dec. 31, 2014
item
Dec. 31, 2013
Dec. 31, 2012
LOANS HELD FOR INVESTMENT.
Number of loans originated or co-originated
46�
Number of loans repaid
11�
Amount funded
$�717,400,000�
Amount of repayments
210,000,000�
Percentage of Loans Held for Investment Having LIBOR Floors
68.70%�
Weighted average floor (as a percent)
0.29%�
Loans held for investment
Total Commitment
1,600,000,000�
Loans held for investment
1,462,584,000�
958,495,000�
353,500,000�
Carrying Amount
1,384,975,000�
958,495,000�
Outstanding Principal
1,395,281,000�
965,436,000�
Interest Rate (as a percent)
5.50%�
5.50%�
Unleveraged Effective Yield (as a percent)
6.00%�
6.00%�
Remaining Life
2 years 9 months 18 days�
2 years 6 months�
Unleveraged effective yield dispositions, early prepayments or defaults
0�
Non-controlling interest investment
Loans held for investment
Loans held for investment
(77,609,000)
Investment portfolio
Loans held for investment
Loans held for investment
1,384,975,000�
Senior mortgage loans
Loans held for investment
Carrying Amount
1,156,476,000�
867,578,000�
Outstanding Principal
1,164,055,000�
873,781,000�
Interest Rate (as a percent)
4.50%�
5.10%�
Unleveraged Effective Yield (as a percent)
5.00%�
5.60%�
Remaining Life
2 years 1 month 6 days�
2 years 4 months 24 days�
Subordinated debt and preferred equity investments
Loans held for investment
Carrying Amount
228,499,000�
90,917,000�
Outstanding Principal
$�231,226,000�
$�91,655,000�
Interest Rate (as a percent)
10.30%�
9.80%�
Unleveraged Effective Yield (as a percent)
10.70%�
10.20%�
Remaining Life
6 years 1 month 6 days�
3 years 7 months 6 days�
LOANS HELD FOR INVESTMENT (Details 2)�(USD $)
12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Minimum
item
Dec. 31, 2014
Maximum
item
Dec. 31, 2014
Office Building in CA
Dec. 31, 2014
Retail Property in IL
Dec. 31, 2014
Office Building in TX
Dec. 31, 2014
Multifamily GA
Dec. 31, 2014
Mixed use in IL
Dec. 31, 2014
Multifamily TX
Dec. 31, 2014
Multifamily GA
Dec. 31, 2014
Industrial in MO and KS
Dec. 31, 2014
Multifamily NY
Dec. 31, 2014
Multifamily TX
Dec. 31, 2014
Multifamily FL
Dec. 31, 2014
Multifamily TX
Dec. 31, 2014
Office Building in FL
Dec. 31, 2014
Office Building in OH
Dec. 31, 2014
Office Building in OH
Minimum
Dec. 31, 2014
Office Building in OH
Maximum
Dec. 31, 2014
Retail Property in IL
Dec. 31, 2014
Office Building in CA
Dec. 31, 2014
Office Building in OR
Dec. 31, 2014
Multifamily NY
Dec. 31, 2014
Multifamily TX
Dec. 31, 2014
Office Building in KS
Dec. 31, 2014
Mixed use in NY 1
Dec. 31, 2014
Multifamily TX
Dec. 31, 2014
Multifamily GA
Dec. 31, 2014
Multifamily AZ
Dec. 31, 2014
Multifamily GA
Dec. 31, 2014
Industrial in CA
Dec. 31, 2014
Industrial in VA
Dec. 31, 2014
Office Building in CO
Dec. 31, 2014
Office Building in CA
Dec. 31, 2014
Office Building in CA
Dec. 31, 2014
Multifamily NC
Dec. 31, 2014
Multifamily NY
Dec. 31, 2014
Multifamily FL
Dec. 31, 2014
Mixed use in NY 2
Dec. 31, 2014
Multifamily FL
Dec. 31, 2014
Multifamily FL
Mar. 31, 2014
Office Building in FL
Dec. 31, 2014
Office Building in FL
Dec. 31, 2014
Industrial in OH
Dec. 31, 2014
Office Building in CA
Dec. 31, 2014
Office Building in IL
Mar. 31, 2014
Multifamily NY
Mar. 31, 2014
Multifamily NY
Dec. 31, 2014
Multifamily NY
Dec. 31, 2013
Multifamily NY
Dec. 22, 2014
Multifamily NY
Feb. 28, 2014
Multifamily NY
Dec. 31, 2014
Multifamily GA And FL
Dec. 31, 2014
Multifamily GA And FL
PIK
Sep. 2, 2014
Office Building in GA
Dec. 31, 2014
Office Building in GA
Dec. 31, 2014
Mixed use in NY 3
Dec. 31, 2014
Mixed use in NY 3
PIK
Dec. 31, 2014
Multifamily TX
Dec. 31, 2014
Multifamily TX
PIK
Dec. 31, 2014
Diversified Properties
Loans held for investment
Total Commitment
$�1,600,000,000�
$�31,300,000�
$�31,300,000�
$�36,600,000�
$�93,800,000�
Total Commitment
88,400,000�
88,400,000�
Outstanding Principal
1,395,281,000�
965,436,000�
75,000,000�
70,000,000�
61,700,000�
45,800,000�
45,100,000�
44,700,000�
38,400,000�
38,000,000�
37,800,000�
35,400,000�
35,200,000�
34,900,000�
32,800,000�
30,000,000�
29,000,000�
27,700,000�
27,400,000�
27,000,000�
27,200,000�
25,500,000�
26,000,000�
24,900,000�
23,500,000�
21,800,000�
21,600,000�
19,900,000�
19,000,000�
16,800,000�
15,600,000�
14,800,000�
14,900,000�
13,700,000�
13,700,000�
12,600,000�
11,200,000�
10,900,000�
47,300,000�
32,700,000�
14,500,000�
37,000,000�
33,300,000�
28,400,000�
34,800,000�
14,300,000�
14,600,000�
4,900,000�
92,400,000�
Carrying Amount
1,384,975,000�
958,495,000�
74,500,000�
69,500,000�
60,900,000�
45,800,000�
44,400,000�
44,600,000�
38,400,000�
37,700,000�
37,500,000�
35,300,000�
35,000,000�
34,800,000�
32,600,000�
29,900,000�
28,700,000�
27,500,000�
27,100,000�
26,700,000�
27,100,000�
25,400,000�
25,900,000�
24,700,000�
23,500,000�
21,800,000�
21,400,000�
19,700,000�
18,900,000�
16,600,000�
15,500,000�
14,700,000�
14,800,000�
13,600,000�
13,600,000�
12,400,000�
11,100,000�
10,800,000�
47,300,000�
32,400,000�
14,400,000�
36,800,000�
33,100,000�
34,200,000�
14,300,000�
14,500,000�
4,800,000�
90,800,000�
Fixed interest rate (as a percent)
5.50%�
5.50%�
8.75%�
9.50%�
9.50%�
11.50%�
11.50%�
Preferred return fixed interest rate (as a percent)
11.85%�
Basis spread (as a percent)
3.75%�
4.25%�
5.00%�
4.95%�
3.60%�
3.75%�
4.95%�
4.30%�
5.00%�
4.70%�
3.75%�
3.75%�
3.65%�
5.35%�
5.00%�
3.25%�
4.50%�
3.75%�
3.75%�
3.65%�
5.00%�
4.25%�
3.65%�
4.95%�
4.25%�
3.85%�
5.25%�
5.25%�
3.95%�
3.75%�
4.50%�
4.00%�
3.85%�
3.80%�
3.95%�
3.75%�
3.80%�
5.25%�
4.20%�
4.75%�
7.46%�
7.46%�
8.07%�
9.90%�
8.07%�
11.85%�
2.00%�
9.00%�
11.00%�
9.00%�
10.95%�
LIBOR Floor (as a percent)
0.17%�
Unleveraged Effective Yield (as a percent)
6.00%�
6.00%�
4.20%�
4.90%�
6.10%�
5.70%�
4.20%�
4.50%�
5.70%�
5.10%�
6.10%�
5.60%�
4.70%�
4.50%�
4.00%�
6.00%�
3.90%�
5.20%�
4.40%�
4.40%�
4.40%�
5.80%�
4.80%�
4.40%�
5.70%�
5.90%�
4.80%�
6.10%�
6.40%�
4.60%�
4.50%�
5.30%�
4.80%�
4.40%�
4.60%�
4.70%�
4.60%�
4.60%�
5.40%�
4.70%�
5.70%�
9.10%�
8.50%�
12.30%�
9.50%�
11.90%�
11.60%�
11.40%�
Base rate
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
Preferred return base rate
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
30-day LIBOR�
Number of extension options
1�
2�
Period of extension options
2 years�
Recognized gain on sale
680,000�
Loans held for sale
80,400,000�
80,400,000�
85,200,000�
Unleveraged effective yield dispositions, early prepayments or defaults
$�0�
LOANS HELD FOR INVESTMENT (Details 3)�(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Change in the activity of loan portfolio
Balance at the beginning of the period
$�958,495�
$�353,500�
Initial funding
637,222�
640,384�
Receipt of origination fee, net of costs
(7,026)
(6,058)
Additional funding
80,215�
35,223�
Amortizing payments
(150)
Loan payoffs
(209,983)
(66,770)
Origination fee accretion
3,661�
2,366�
400�
Balance at the end of the period
1,462,584�
958,495�
353,500�
Impairment charges recognized
$�0�
$�0�
$�0�
MORTGAGE SERVICING RIGHTS (Details)�(USD $)
12 Months Ended
Dec. 31, 2014
item
Dec. 31, 2013
item
MORTGAGE SERVICING RIGHTS
Number of loans held under MSR portfolio
976�
1,000�
Unpaid principal amount on servicing assets
$�4,100,000,000�
$�3,700,000,000�
Activity related to MSRs
Beginning balance
59,640,000�
61,236,000�
MSRs acquired in asset acquisition
1,259,000�
Additions, following sale of loan
7,853,000�
2,385,000�
Change in fair value
(7,650,000)
(2,697,000)
Prepayments and write-offs
(2,213,000)
(1,284,000)
Carrying value
58,889,000�
59,640,000�
Discount rate (as a percent)
1.00%�
Change in fair value of ACRE Capital's MSRs outstanding due to increase (decrease) in weighted average discount rate
$�1,800,000�
$�1,800,000�
INTANGIBLE ASSETS (Details)�(USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Intangible Assets
Carrying value
$�6.0�
$�5.0�
Impairment charges
0�
0�
Freddie Mac Program Plus license
Intangible Assets
Carrying value
$�1.0�
DEBT (Details)�(USD $)
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Secured revolving funding facility
Maximum
Dec. 31, 2014
March 2014 CNB Facility
Dec. 31, 2014
July 2014 CNB Facility
Dec. 31, 2014
July 2014 CNB Facility
Minimum
Dec. 31, 2014
Wells Fargo Facility
Dec. 31, 2013
Wells Fargo Facility
Dec. 31, 2014
Wells Fargo Facility
Secured revolving funding facility
item
Dec. 31, 2013
Wells Fargo Facility
Secured revolving funding facility
Dec. 31, 2014
Wells Fargo Facility
Secured revolving funding facility
Minimum
Dec. 31, 2014
Wells Fargo Facility
Secured revolving funding facility
Maximum
Dec. 31, 2014
Wells Fargo Facility
Secured funding facility
Minimum
Dec. 31, 2014
December 2011 Citibank facility
Dec. 31, 2013
December 2011 Citibank facility
Dec. 31, 2014
December 2011 Citibank facility
Secured revolving funding facility
Dec. 31, 2014
December 2011 Citibank facility
Secured revolving funding facility
Minimum
Dec. 31, 2014
December 2011 Citibank facility
Secured revolving funding facility
Maximum
Dec. 31, 2014
December 2014 Citibank facility
Dec. 31, 2014
December 2014 Citibank facility
Secured revolving funding facility
item
Dec. 31, 2013
December 2014 Citibank facility
Secured revolving funding facility
Dec. 31, 2014
December 2014 Citibank facility
Secured revolving funding facility
Minimum
Dec. 31, 2014
December 2014 Citibank facility
Secured revolving funding facility
Maximum
Dec. 31, 2014
December 2014 Citibank facility
Secured funding facility
Dec. 31, 2014
Capital One Facility
Dec. 31, 2013
Capital One Facility
Dec. 31, 2014
Capital One Facility
Minimum
Dec. 31, 2014
Capital One Facility
Secured revolving funding facility
Dec. 31, 2013
Capital One Facility
Secured revolving funding facility
Dec. 31, 2014
Capital One Facility
Secured funding facility
Dec. 31, 2014
Capital One Facility
Secured funding facility
Minimum
Dec. 31, 2014
Capital One Facility
Secured funding facility
Maximum
Dec. 31, 2014
Fannie Mae
ASAP Line of Credit
ACRE Capital
item
Dec. 31, 2013
Fannie Mae
ASAP Line of Credit
ACRE Capital
Dec. 31, 2014
Bank of America
BAML Line of Credit
ACRC Lender C LLC
Dec. 31, 2013
Bank of America
BAML Line of Credit
ACRC Lender C LLC
Nov. 25, 2014
Bank of America
BAML Line of Credit
ACRC Lender C LLC
Dec. 31, 2014
Amended Citibank Facility
Secured revolving funding facility
item
Dec. 31, 2014
City National Bank
March 2014 CNB Facility
item
Dec. 31, 2014
City National Bank
March 2014 CNB Facility
LIBOR for a one, two, three, six or 12-month
Dec. 31, 2014
City National Bank
March 2014 CNB Facility
Federal funds rate
Dec. 31, 2014
City National Bank
March 2014 CNB Facility
One-month LIBOR
Dec. 31, 2014
City National Bank
March 2014 CNB Facility
Base rate
Dec. 31, 2014
City National Bank
March 2014 CNB Facility
Minimum
Dec. 31, 2014
City National Bank
March 2014 CNB Facility
Maximum
Dec. 31, 2014
City National Bank
July 2014 CNB Facility
item
Jul. 31, 2014
City National Bank
July 2014 CNB Facility
Dec. 31, 2014
City National Bank
July 2014 CNB Facility
LIBOR for a one, two, three, six or 12-month
Dec. 31, 2014
City National Bank
July 2014 CNB Facility
Federal funds rate
Dec. 31, 2014
City National Bank
July 2014 CNB Facility
One-month LIBOR
Dec. 31, 2014
City National Bank
July 2014 CNB Facility
Base rate
Dec. 31, 2014
City National Bank
July 2014 CNB Facility
Minimum
Dec. 31, 2014
City National Bank
July 2014 CNB Facility
Maximum
Dec. 31, 2014
Met Life
Aug. 13, 2014
Met Life
Revolving master repurchase facility
Dec. 31, 2014
Met Life
Revolving master repurchase facility
Aug. 13, 2014
Met Life
Revolving master repurchase facility
item
Dec. 31, 2014
Met Life
Revolving master repurchase facility
Minimum
Dec. 31, 2014
Met Life
Revolving master repurchase facility
Maximum
Dec. 31, 2014
April 2014 UBS facility
Dec. 31, 2014
April 2014 UBS facility
Revolving master repurchase facility
Nov. 30, 2014
April 2014 UBS facility
Revolving master repurchase facility
Dec. 31, 2014
April 2014 UBS facility
Revolving master repurchase facility
Minimum
Dec. 31, 2014
April 2014 UBS facility
Revolving master repurchase facility
Maximum
Dec. 31, 2014
December 2014 UBS facility
Dec. 31, 2014
December 2014 UBS facility
Global master repurchase facility
Dec. 31, 2014
December 2014 UBS facility
Global master repurchase facility
Minimum
Dec. 31, 2014
December 2014 UBS facility
Global master repurchase facility
Maximum
Funding agreements
Total Commitment
$�1,337,243,000�
$�635,000,000�
$�50,000,000�
$�75,000,000�
$�225,000,000�
$�225,000,000�
$�225,000,000�
$�250,000,000�
$�125,000,000�
$�250,000,000�
$�100,000,000�
$�100,000,000�
$�100,000,000�
$�80,000,000�
$�105,000,000�
$�180,000,000�
$�80,000,000�
$�180,000,000�
$�50,000,000�
$�75,000,000�
$�180,000,000�
$�180,000,000�
$�140,000,000�
$�140,000,000�
$�195,000,000�
$�57,243,000�
$�57,200,000�
Variable interest basis
30 day LIBOR�
30 day LIBOR�
30 day LIBOR�
30 day LIBOR�
LIBOR�
LIBOR for a one, two, three, six or12-month�
federal funds rate�
one month LIBOR�
base rate�
LIBOR for a one, two, three, six or 12-month�
federal funds rate�
one month LIBOR�
base rate�
30 day LIBOR�
one-month LIBOR�
one-month LIBOR�
Interest rate margin (as a percent)
2.50%�
2.00%�
(2.50%)
2.25%�
2.75%�
2.00%�
2.00%�
3.50%�
1.60%�
3.00%�
0.50%�
1.00%�
1.25%�
1.50%�
0.50%�
1.00%�
0.25%�
2.35%�
1.88%�
2.74%�
Number of mortgage loans with LIBOR floor
1�
Interest rate (as a percent)
3.00%�
1.50%�
Facility used on average (as a percent)
75.00%�
75.00%�
Variable interest rate floor (as a percent)
0.50%�
Non-utilization fee on average available balance (as a percent)
0.25%�
0.25%�
0.375%�
0.125%�
Non-utilization threshold percentage (as a percent)
75.00%�
Non-utilization /Commitment fee
213,000�
218,000�
316,000�
164,000�
84,000�
26,000�
82,000�
15,000�
Number of extension periods available for maturity date
2�
3�
1�
1�
2�
Extension period of maturity date
12 months�
12 months�
12 months�
12 months�
12 months�
Outstanding balance
745,964,000�
Outstanding Balance
552,799,000�
264,419,000�
42,000,000�
75,000,000�
120,766,000�
166,934,000�
120,800,000�
166,900,000�
97,485,000�
97,500,000�
93,432,000�
93,400,000�
0�
0�
58,469,000�
0�
134,696,000�
0�
42,000,000�
75,000,000�
144,673,000�
144,700,000�
19,685,000�
19,700,000�
57,243,000�
57,200,000�
Ratio of total debt to tangible net worth
4.00�
4.00�
3.0�
4.00�
4.00�
4.00�
4.00�
4.00�
Ratio of recourse debt to tangible net worth
3.00�
3.00�
3.00�
3.00�
3.00�
3.00�
3.00�
Specified amount for computing the tangible net worth to be maintained
135,500,000�
Period immediately preceding on the last date of the applicable reporting period for maintaining fixed charge coverage ratio
12 months�
12 months�
12 months�
12 months�
12 months�
12 months�
12 months�
Amount of liquidity to be maintained
$�5,000,000�
$�10,000,000�
Liquidity to be maintained as a percentage of recourse indebtedness
5.00%�
Fixed charge coverage ratio
1.25�
1.25�
1.25�
1.25�
1.25�
1.25�
1.25�
1.25�
Percentage of net proceeds raised in all future equity issuances used for computing the tangible net worth to be maintained
80.00%�
80.00%�
80.00%�
80.00%�
80.00%�
80.00%�
80.00%�
80.00%�
Percentage of tangible net worth as of September 30, 2013 used for computing the tangible net worth to be maintained
80.00%�
80.00%�
80.00%�
80.00%�
80.00%�
80.00%�
80.00%�
Number of separate installments received
2�
Maximum advances as a percentage of principal amounts of the mortgage loans originated by acquiree
100.00%�
DEBT (Details 2)�(USD $)
0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Wells Fargo Facility
Dec. 31, 2014
December 2014 Citibank facility
Dec. 31, 2014
Met Life
Dec. 31, 2014
April 2014 UBS facility
Dec. 31, 2014
December 2014 UBS facility
Dec. 31, 2014
March 2014 CNB Facility
Dec. 31, 2014
July 2014 CNB Facility
Dec. 19, 2012
2015 Convertible Notes
Dec. 31, 2014
2015 Convertible Notes
Dec. 31, 2013
2015 Convertible Notes
Jun. 26, 2013
2015 Convertible Notes
Dec. 19, 2012
2015 Convertible Notes
Dec. 31, 2014
2015 Convertible Notes
Maximum
Jun. 26, 2013
2015 Convertible Notes
Minimum
Dec. 31, 2014
ASAP Line of Credit
Dec. 31, 2014
BAML Line of Credit
Convertible Senior Notes
Aggregate principal amount
$�69,000,000�
Principle amount issued to initial purchasers
60,500,000�
Amount issued to initial purchasers' exercise in full of their overallotment option
9,000,000�
Principle amount issued to certain directors, officers and affiliates
8,500,000�
Net proceeds
66,200,000�
Initial purchasers' discount
1,500,000�
2,100,000�
Aggregate estimated offering expenses
2,800,000�
Carrying value of unsecured debt
68,395,000�
67,815,000�
68,400,000�
67,800,000�
Interest rate (as a percent)
7.00%�
Effective interest rate used to amortize the debt discount
9.40%�
9.40%�
Interest expense incurred
6,300,000�
6,200,000�
Initial conversion rate
53.6107�
61.6523�
Principal amount used for debt instrument conversion ratio
1,000�
Initial conversion price (in dollars per share)
$�18.65�
Regular quarterly dividends beyond which an adjustment will be made in conversion rate (in dollars per share)
$�0.35�
Initial value of derivative liability
1,700,000�
Percentage of accretion of Original issue discount and associated costs
9.40%�
Conversion option's cumulative value
86,000�
Amount of sinking fund provided for debt
0�
Repurchase price of debt instrument as percentage of principal amount
100.00%�
Percentage of common stock issued on conversion without shareholder's approval
20.00%�
Principal maturities of secured funding agreements and unsecured debt
2015
457,931,000�
120,766,000�
75,000,000�
69,000,000�
58,469,000�
134,696,000�
2016
192,675,000�
93,432,000�
57,243,000�
42,000,000�
2017
164,358,000�
144,673,000�
19,685,000�
Total
$�814,964,000�
$�120,766,000�
$�93,432,000�
$�144,673,000�
$�19,685,000�
$�57,243,000�
$�42,000,000�
$�75,000,000�
$�69,000,000�
$�58,469,000�
$�134,696,000�
ALLOWANCE FOR LOSS SHARING (Details)�(USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Summary of the Company's allowance for loss sharing
Beginning balance
$�16,480,000�
$�18,386,000�
Current period provision for loss sharing
(1,364,000)
6,000�
Settlements/Writeoffs
(2,767,000)
(1,912,000)
Ending balance
12,349,000�
16,480,000�
Fannie Mae DUS license
Allowance for loss sharing
Maximum quantifiable allowance for loss sharing
1,100,000,000�
1,300,000,000�
Maximum quantifiable recourse liability at risk pool
3,200,000,000�
3,700,000,000�
Maximum quantifiable recourse liability non-at risk pool
2,000,000�
5,200,000�
Fannie Mae master loss sharing agreement |
Loss Level I
Allowance for loss sharing
Loss sharing on the basis of Pari Passu Loss Sharing (as a percent)
66.67%�
Fannie Mae master loss sharing agreement |
ACRE Capital
Allowance for loss sharing
Maximum period considered for increase in risk-sharing obligation if loan defaulted after purchase
12 months�
Absorption of losses under certain limited circumstances (as a percent)
100.00%�
Contributions for reimbursement obligation
494,000�
1,900,000�
Number of twelve months periods following closing date considered for reimbursement
3�
Period following closing date considered for reimbursement
12 months�
Percentage of amounts due and owing after closing date that sellers are obligated to fund directly (if permitted) or to reimburse
80.00%�
Threshold limit of allowance for loss sharing pursuant to which sellers obligation arise to fund directly (if permitted) or to reimburse
2,000,000�
Sellers obligations for the entire three (3) year period
$�3,000,000�
Period considered in determination of maximum sellers obligations
3 years�
Delinquent period
60 days�
Fannie Mae master loss sharing agreement |
ACRE Capital |
Loss Level I
Allowance for loss sharing
Loss sharing on the basis of Pari Passu Loss Sharing (as a percent)
33.33%�
Maximum risk-sharing obligation as a percentage of original principal amount of the loan
33.33%�
Fannie Mae master loss sharing agreement |
ACRE Capital |
Loss Level II
Allowance for loss sharing
Maximum risk-sharing obligation as a percentage of original principal amount of the loan
30.00%�
Fannie Mae master loss sharing agreement |
ACRE Capital |
Loss Level III
Allowance for loss sharing
Maximum risk-sharing obligation as a percentage of original principal amount of the loan
40.00%�
COMMITMENTS AND CONTINGENCIES (Details)�(USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
COMMITMENTS AND CONTINGENCIES
Total commitments
$�1,565,117�
$�1,191,212�
Less: funded commitments
(1,395,281)
(1,050,674)
Total unfunded commitments
$�169,836�
$�140,538�
COMMITMENTS AND CONTINGENCIES (Details 2) (ACRE Capital, USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Loan Commitments
Commitments and Contingencies
Commitments
$�249,803�
$�56,115�
Commitments to fund loans
Commitments and Contingencies
Commitments
$�51,109�
$�51,794�
COMMITMENTS AND CONTINGENCIES (Details 3)�(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Lease Commitments
Rent expense
$�983�
$�230�
Future minimum payments under operating lease
2015
565�
2016
790�
2017
839�
2018
839�
2019
765�
Thereafter
1,718�
Total
$�5,516�
ACRE Capital |
Maximum
Lease Commitments
Lease term
1 year�
ACRE Capital |
Minimum
Lease Commitments
Lease term
5 years�
DERIVATIVES (Details)�(USD $)
0 Months Ended 12 Months Ended 12 Months Ended
Jun. 26, 2013
2015 Convertible Notes
Minimum
Dec. 31, 2014
Non-designated Hedges
Dec. 31, 2013
Non-designated Hedges
Dec. 31, 2014
Non-designated Hedges
Loan Commitments
item
Dec. 31, 2013
Non-designated Hedges
Loan Commitments
item
Dec. 31, 2014
Non-designated Hedges
Loan Commitments
Other assets.
Dec. 31, 2013
Non-designated Hedges
Loan Commitments
Other assets.
Dec. 31, 2014
Non-designated Hedges
Forward sale commitments
item
Dec. 31, 2013
Non-designated Hedges
Forward sale commitments
item
Dec. 31, 2014
Non-designated Hedges
Forward sale commitments
Minimum
Dec. 31, 2013
Non-designated Hedges
Forward sale commitments
Minimum
Dec. 31, 2014
Non-designated Hedges
Forward sale commitments
Maximum
Dec. 31, 2013
Non-designated Hedges
Forward sale commitments
Maximum
Dec. 31, 2014
Non-designated Hedges
Forward sale commitments
Other assets.
Dec. 31, 2013
Non-designated Hedges
Forward sale commitments
Other assets.
Dec. 31, 2014
Non-designated Hedges
Forward sale commitments
Other liabilities.
Dec. 31, 2013
Non-designated Hedges
Forward sale commitments
Other liabilities.
Dec. 31, 2013
Non-designated Hedges
Right to acquire MSRs
Other assets.
Derivatives
Number of Instruments
36�
20�
36�
20�
Number of contracts entered into by the company
1�
2�
10�
5�
Notional amount
$�51,100,000�
$�51,800,000�
$�249,800,000�
$�56,100,000�
Maturity term
9 days�
24 days�
23 months�
60 days�
Percentage of common stock issued on conversion without shareholder's approval
20.00%�
Derivatives in asset position, Fair Value
3,082,000�
2,038,000�
116,000�
272,000�
1,717,000�
Derivatives in liability position, Fair Value
(1,528,000)
(500,000)
Derivatives assets net of liabilities
$�1,670,000�
$�3,527,000�
SERIES A CONVERTIBLE PREFERRED STOCK (Details)�(USD $)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2014
Dec. 31, 2013
Feb. 8, 2012
Series A convertible preferred stock
Proceeds from issuance of preferred stock
$�5,723,000�
Cash dividend paid on preferred stock
102,000�
Accretion of redemption premium
572,000�
Series A Preferred Stock
Series A convertible preferred stock
Authorized preferred stock classified as shares
600�
Preferred stock, par value (in dollars per share)
$�0.01�
Preferred stock shares issued
114.4578�
Proceeds from issuance of preferred stock
5,700,000�
Cash dividend paid on preferred stock
102,000�
Accretion of redemption premium
572,000�
Value of preferred stock shares issued
$�6,300,000�
Percentage added to calculate redemption price
10.00%�
Preferred stock, shares outstanding
0�
0�
Series A Preferred Stock |
Issue date through December 31, 2012
Series A convertible preferred stock
Prevailing Dividend Rate (as a percent)
10.00%�
Series A Preferred Stock |
January 1, 2013 through December 31, 2013
Series A convertible preferred stock
Prevailing Dividend Rate (as a percent)
11.00%�
Series A Preferred Stock |
January 1, 2014 through December 31, 2014
Series A convertible preferred stock
Prevailing Dividend Rate (as a percent)
12.00%�
Series A Preferred Stock |
January 1, 2015 and thereafter
Series A convertible preferred stock
Prevailing Dividend Rate (as a percent)
13.00%�
EQUITY (Details)�(USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 12 Months Ended
Jul. 31, 2013
Jun. 30, 2013
May 31, 2012
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
EQUITY
Common shares issued
601,590�
18,000,000�
7,700,000�
0�
18,601,590�
7,700,000�
Common stock price (in dollars per share)
$�13.50�
$�13.50�
$�18.50�
Net proceeds from offering
$�7.7�
$�234.6�
$�139.0�
$�242.3�
$�139.0�
Number of additional shares of common stock to be purchased under the option granted to underwriters
2,700,000�
Common stock shares sold in a private placement
0�
EQUITY (Details 2)�(USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Apr. 23, 2012
Equity Incentive Plan
Number of shares of common stock that may granted under the plan
690,000�
Percentage of issued and outstanding shares of common stock eligible to be granted under the plan
7.50%�
Restricted stock activity
Balance at the beginning of the period (in shares)
72,987�
Granted (in shares)
100,315�
Vested (in shares)
(42,011)
Forfeited (in shares)
(20,377)
Balance at the end of the period (in shares)
110,914�
72,987�
Future Anticipated Vesting Schedule
2015 (in shares)
22,570�
2016 (in shares)
39,237�
2017 (in shares)
834�
Total (in shares)
62,641�
Activity in the Company's vested and nonvested shares of restricted stock
Compensation expense included in compensation and benefits
$�939,000�
$�524,000�
Total fair value of shares vested
534,000�
458,000�
Total compensation cost related to non-vested awards that have not yet been recognized
1,100,000�
967,000�
Weighted-average period over which non-vested awards are expected to be recognized
2 years 7 months 6 days�
2 years 2 months 1 day�
Non-controlling interest
Noncontrolling Interest in Variable Interest Entity
77,932,000�
ACRC KA Investor LLC
Non-controlling interest
Total equity of VIE
170,700,000�
VIE equity owned by the company
92,800,000�
Noncontrolling Interest in Variable Interest Entity
77,900,000�
Restricted stock
Equity Incentive Plan
Shares Granted
220,384�
Restricted stock |
Maximum
Equity Incentive Plan
Award vesting period
4 years�
Restricted stock |
Minimum
Equity Incentive Plan
Award vesting period
1 year�
Restricted stock |
Directors
Restricted stock activity
Balance at the beginning of the period (in shares)
25,420�
Granted (in shares)
29,688�
Vested (in shares)
(31,290)
Forfeited (in shares)
(2,494)
Balance at the end of the period (in shares)
21,324�
25,420�
Future Anticipated Vesting Schedule
2015 (in shares)
16,320�
2016 (in shares)
4,170�
2017 (in shares)
834�
Total (in shares)
21,324�
Activity in the Company's vested and nonvested shares of restricted stock
Compensation expense included in compensation and benefits
445,000�
408,000�
Total fair value of shares vested
399,000�
366,000�
Weighted average grant date fair value
385,000�
289,000�
Restricted stock |
Officer
Restricted stock activity
Balance at the beginning of the period (in shares)
17,186�
Vested (in shares)
(6,250)
Balance at the end of the period (in shares)
10,936�
17,186�
Future Anticipated Vesting Schedule
2015 (in shares)
6,250�
2016 (in shares)
4,686�
Total (in shares)
10,936�
Activity in the Company's vested and nonvested shares of restricted stock
Compensation expense included in compensation and benefits
106,000�
106,000�
Total fair value of shares vested
79,000�
92,000�
Restricted stock |
Employees
Restricted stock activity
Balance at the beginning of the period (in shares)
30,381�
Granted (in shares)
70,627�
Vested (in shares)
(4,471)
Forfeited (in shares)
(17,883)
Balance at the end of the period (in shares)
78,654�
30,381�
Future Anticipated Vesting Schedule
2016 (in shares)
30,381�
Total (in shares)
30,381�
Activity in the Company's vested and nonvested shares of restricted stock
Compensation expense included in compensation and benefits
388,000�
10,000�
Total fair value of shares vested
56,000�
Weighted average grant date fair value
$�944,000�
$�398,000�
Restricted stock |
May 1, 2012
Equity Incentive Plan
Shares Granted
35,135�
Restricted stock |
June 18, 2012
Equity Incentive Plan
Shares Granted
7,027�
Restricted stock |
July 9, 2012
Equity Incentive Plan
Shares Granted
25,000�
Restricted stock |
June 26, 2013
Equity Incentive Plan
Shares Granted
22,526�
Restricted stock |
November 25, 2013
Equity Incentive Plan
Shares Granted
30,381�
Restricted stock |
January 31, 2014
Equity Incentive Plan
Shares Granted
48,273�
Restricted stock |
February 26, 2014
Equity Incentive Plan
Shares Granted
12,030�
Restricted stock |
February 27, 2014
Equity Incentive Plan
Shares Granted
22,354�
Restricted stock |
June 24, 2014
Equity Incentive Plan
Shares Granted
17,658�
EARNINGS PER SHARE (Details)�(USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
EARNINGS PER SHARE
Net income (loss) attributable to common stockholders
$�8,901�
$�4,102�
$�6,638�
$�4,755�
$�3,290�
$�6,884�
$�3,265�
$�327�
$�24,396�
$�13,766�
$�186�
Divided by:
Basic weighted average shares of common stock outstanding (in shares)
28,459,309�
18,989,500�
6,532,706�
Non-vested restricted stock
125,713�
48,652�
34,603�
Diluted weighted average shares of common stock outstanding (in shares)
28,585,022�
19,038,152�
6,567,309�
Basic earnings per common share
$�0.31�
$�0.14�
$�0.23�
$�0.17�
$�0.12�
$�0.25�
$�0.32�
$�0.04�
$�0.86�
$�0.72�
$�0.03�
Diluted earnings per common share
$�0.31�
$�0.14�
$�0.23�
$�0.17�
$�0.12�
$�0.25�
$�0.32�
$�0.04�
$�0.85�
$�0.72�
$�0.03�
INCOME TAX (Details)�(USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
TRS'
Dec. 31, 2013
TRS'
Dec. 31, 2014
TRS'
Notes Receivable and Revolving Promissory Note Receivable Member
Dec. 31, 2013
TRS'
Notes Receivable and Revolving Promissory Note Receivable Member
Dec. 31, 2014
TRS'
Notes Receivable
Oct. 31, 2014
TRS'
Revolving Promissory Note
Oct. 31, 2014
TRS'
Notes
item
Components of the company's income tax provision
Current
$�329,000�
$�115,000�
Deferred
93,000�
61,000�
(1,372,000)
61,000�
Total income tax expense (benefit)
(1,043,000)
176,000�
(1,043,000)
176,000�
Deferred tax asset
Mortgage servicing rights
2,844,000�
749,000�
Net operating loss carryforward
4,000,000�
1,465,000�
Other temporary differences
1,055,000�
125,000�
Sub-total-deferred tax assets
5,364,000�
874,000�
Deferred tax liabilities
Basis difference in assets from acquisition of ACRE Capital
(2,654,000)
(2,810,000)
Components of gains from mortgage banking activities
(4,046,000)
(893,000)
Amortization of intangible assets
(170,000)
(49,000)
Sub-total-deferred tax liabilities
(6,870,000)
(3,752,000)
Net deferred tax liability
(1,506,000)
(2,878,000)
Reconciliation of the Company's effective tax rate to the Company's statutory federal income tax rate
Federal statutory rate (as a percent)
35.00%�
35.00%�
State income taxes (as a percent)
2.40%�
5.70%�
Federal benefit of state tax deduction (as a percent)
(0.80%)
(2.00%)
Effective tax rate (as a percent)
36.60%�
38.70%�
Capitalized amount
44,000,000�
8,000,000�
Number of Notes
2�
Outstanding Balance
$�552,799,000�
$�264,419,000�
$�50,900,000�
$�44,000,000�
Reconciliation of the Company's federal income tax determined using the Company's statutory federal tax rate to the Company's reported income tax provision
Operating loss carryforward period
20 years�
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)�(USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Levels in the fair value hierarchy into which the financial instruments were categorized
Loans held for sale
$�203,006�
$�89,233�
Transfer of asset from level 1 to level 2
0�
0�
Transfer of asset from level 2 to level 1
0�
0�
Transfer of liabilities from level 1 to level 2
0�
0�
Transfer of liabilities from level 2 to level 1
0�
0�
Recurring basis |
Level II
Levels in the fair value hierarchy into which the financial instruments were categorized
Loans held for sale
203,006�
89,233�
Recurring basis |
Level III |
Mortgage servicing rights
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivative assets
58,889�
59,640�
Recurring basis |
Level III |
Loan Commitments
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivative assets
3,082�
2,038�
Recurring basis |
Level III |
Forward sale commitments
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivative assets
116�
272�
Derivative liabilities
(1,528)
Recurring basis |
Level III |
Right to acquire MSRs
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivative assets
1,717�
Recurring basis |
Level III |
Embedded conversion option
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivatives
(500)
Recurring basis |
Total
Levels in the fair value hierarchy into which the financial instruments were categorized
Loans held for sale
203,006�
89,233�
Recurring basis |
Total |
Mortgage servicing rights
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivative assets
58,889�
59,640�
Recurring basis |
Total |
Loan Commitments
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivative assets
3,082�
2,038�
Recurring basis |
Total |
Forward sale commitments
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivative assets
116�
272�
Derivative liabilities
(1,528)
Recurring basis |
Total |
Right to acquire MSRs
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivative assets
1,717�
Recurring basis |
Total |
Embedded conversion option
Levels in the fair value hierarchy into which the financial instruments were categorized
Derivatives
$�(500)
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2) (Level III, Discounted cash flow, USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Mortgage servicing rights
Fair Value Measurements
Derivative assets
$�58,889�
$�59,640�
Mortgage servicing rights |
Minimum
Fair Value Measurements
Discount rate (as a percent)
8.00%�
8.00%�
Mortgage servicing rights |
Maximum
Fair Value Measurements
Discount rate (as a percent)
14.00%�
14.00%�
Mortgage servicing rights |
Weighted Average
Fair Value Measurements
Discount rate (as a percent)
11.40%�
12.00%�
Loan Commitments
Fair Value Measurements
Derivative assets
1,670�
1,810�
Loan Commitments |
Minimum
Fair Value Measurements
Discount rate (as a percent)
8.00%�
8.00%�
Loan Commitments |
Maximum
Fair Value Measurements
Discount rate (as a percent)
8.00%�
12.00%�
Loan Commitments |
Weighted Average
Fair Value Measurements
Discount rate (as a percent)
8.00%�
8.00%�
Right to acquire MSRs
Fair Value Measurements
Derivative assets
$�1,717�
Right to acquire MSRs |
Minimum
Fair Value Measurements
Discount rate (as a percent)
8.00%�
Right to acquire MSRs |
Maximum
Fair Value Measurements
Discount rate (as a percent)
8.00%�
Right to acquire MSRs |
Weighted Average
Fair Value Measurements
Discount rate (as a percent)
8.00%�
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 3)�(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Embedded conversion option
Change in derivative instruments classified as Level III
Balance at the beginning of the period
$�(1,825)
Reclassification to additional paid-in capital
86�
Embedded conversion option |
Gains from mortgage banking activities
Change in derivative instruments classified as Level III
Unrealized gains (losses) recorded in net income
1,739�
Loan commitments and forward sale commitments |
TRS'
Change in derivative instruments classified as Level III
Balance at the beginning of the period
3,527�
182�
Settlements
(8,893)
(2,098)
Balance at the end of the period
1,670�
3,527�
Loan commitments and forward sale commitments |
TRS' |
Gains from mortgage banking activities
Change in derivative instruments classified as Level III
Realized gains (losses) recorded in net income
5,366�
1,916�
Unrealized gains (losses) recorded in net income
$�1,670�
$�3,527�
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 4)�(USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Carrying value and estimated fair value of the financial assets on the consolidated balance sheet
Loans held for investment
$�1,384,975�
$�958,495�
Financial Liabilities:
Convertible notes
68,395�
67,815�
Debt issued by consolidated VIE
219,043�
395,027�
Carrying Value
Carrying value and estimated fair value of the financial assets on the consolidated balance sheet
Loans held for investment
1,462,584�
958,495�
Financial Liabilities:
Secured financing agreements
552,799�
264,419�
Warehouse line of credit
193,165�
Convertible notes
68,395�
67,815�
Carrying Value |
Offered Certificates
Financial Liabilities:
Debt issued by consolidated VIE
219,043�
395,027�
Carrying Value |
Offered Notes
Financial Liabilities:
Debt issued by consolidated VIE
308,703�
Total |
Level III
Carrying value and estimated fair value of the financial assets on the consolidated balance sheet
Loans held for investment
1,472,891�
965,436�
Total |
Level III |
Offered Certificates
Financial Liabilities:
Debt issued by consolidated VIE
219,043�
395,027�
Total |
Level III |
Offered Notes
Financial Liabilities:
Debt issued by consolidated VIE
308,703�
Total |
Level II
Financial Liabilities:
Secured financing agreements
552,799�
264,419�
Warehouse line of credit
193,165�
Convertible notes
$�69,000�
$�69,000�
RELATED PARTY TRANSACTIONS (Details)�(USD $)
3 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Jun. 30, 2014
Restricted Costs
Maximum
Mar. 31, 2014
Restricted Costs
Maximum
Dec. 31, 2013
Restricted Costs
Maximum
Sep. 30, 2013
Restricted Costs
Maximum
Dec. 31, 2014
ACREM
Dec. 31, 2013
ACREM
Dec. 31, 2012
ACREM
Dec. 31, 2014
ACREM
Management Fees
Dec. 31, 2013
ACREM
Management Fees
Dec. 31, 2012
ACREM
Management Fees
Dec. 31, 2014
ACREM
General and administrative expenses
Dec. 31, 2013
ACREM
General and administrative expenses
Dec. 31, 2012
ACREM
General and administrative expenses
Dec. 31, 2014
ACREM
Direct costs
Dec. 31, 2013
ACREM
Direct costs
Dec. 31, 2012
ACREM
Direct costs
Dec. 31, 2012
ACREM
Other
May 1, 2012
ACREM
Servicing Fees
Dec. 31, 2014
Ares Investments Holdings LLC
Dec. 31, 2013
Ares Investments Holdings LLC
Jul. 30, 2014
Ares Investments Holdings LLC
Secured revolving funding facility
City National Bank
RELATED PARTY TRANSACTIONS
Base management fees as a percentage of stockholders' equity per annum
1.50%�
Percentage multiplied to arrive at first value affecting calculation of incentive fees
20.00%�
Previous period for which core earnings are considered to arrive at first value affecting calculation of incentive fees
12 months�
Previous period for product of weighted average price per share and weighted average number of shares of common stock and other shares
12 months�
Percentage multiplied to arrive at difference of first value affecting calculation of incentive fees
8.00%�
Number of fiscal quarters considered to arrive at second value affecting calculation of incentive fees
12 months�
Period whose fiscal quarters are considered to arrive at first value affecting calculation of incentive fees
12 months�
Incentive fee payable
$�0�
Minimum cumulative core earnings
0�
Period for which cumulative core earnings must be greater than zero
3 years�
Automatic renewal period of management agreement
1 year�
Incentive fees earned
0�
0�
0�
Multiplier of average annual base management and incentive fee to arrive at termination fee
3�
Period preceding most recently completed fiscal quarter considered for calculation of average of annual base management and incentive fee
24 months�
Costs to be reimbursed per quarter
1,000,000�
1,000,000�
1,000,000�
1,000,000�
Incurred
10,777,000�
8,620,000�
3,927,000�
5,916,000�
4,241,000�
1,665,000�
4,000,000�
3,610,000�
1,602,000�
861,000�
769,000�
643,000�
17,000�
0�
Amount owed by the entity to related party
2,735,000�
2,796,000�
2,735,000�
2,796,000�
1,471,000�
1,497,000�
1,000,000�
1,000,000�
264,000�
299,000�
Aggregate principal amount
1,200,000�
1,200,000�
Debt Instrument Credit Support Fee Agreed to be Paid as Percentage of Average Outstanding Amount
1.50%�
Credit support fee incurred
$�278,000�
DIVIDENDS AND DISTRIBUTIONS (Details)�(USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�1�
$�1�
Dividends per share amount paid (in dollars per share)
$�1.00�
$�1.00�
Total cash dividends
$�28,597�
$�23,385�
$�3,877�
Common stock outstanding
28,586,915�
28,506,977�
November 10, 2014
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�0.25�
Dividends per share amount paid (in dollars per share)
$�0.25�
Total cash dividends
7,147�
August 6, 2014
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�0.25�
Dividends per share amount paid (in dollars per share)
$�0.25�
Total cash dividends
7,151�
May 07 ,2014
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�0.25�
Dividends per share amount paid (in dollars per share)
$�0.25�
Total cash dividends
7,151�
March 17, 2014
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�0.25�
Dividends per share amount paid (in dollars per share)
$�0.25�
Total cash dividends
7,147�
November 13, 2013
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�0.25�
Dividends per share amount paid (in dollars per share)
$�0.25�
Total cash dividends
7,127�
August 7, 2013
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�0.25�
Dividends per share amount paid (in dollars per share)
$�0.25�
Total cash dividends
7,119�
May 15, 2013
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�0.25�
Dividends per share amount paid (in dollars per share)
$�0.25�
Total cash dividends
6,822�
March 14, 2013
DIVIDENDS AND DISTRIBUTIONS
Dividend per share amount declared (in dollars per share)
$�0.25�
Dividends per share amount paid (in dollars per share)
$�0.25�
Total cash dividends
$�2,317�
VARIABLE INTEREST ENTITIES (Details)�(USD $)
12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Aug. 15, 2014
Issuer
Dec. 31, 2014
Primary beneficiary
Dec. 31, 2013
Primary beneficiary
Dec. 31, 2014
Not primary beneficiary
Dec. 31, 2013
Not primary beneficiary
Dec. 31, 2014
Offered Certificates
Dec. 31, 2013
Offered Certificates
Aug. 15, 2014
Offered Notes
item
Dec. 31, 2014
Offered Notes
Dec. 31, 2013
Offered Notes
Dec. 31, 2014
Offered Notes
Issuer
Aug. 15, 2014
Offered Notes
Issuer
Dec. 31, 2014
Depositor
Commercial Mortgage Pass-Through Certificates (the "Certificates")
item
Nov. 19, 2013
Depositor
Commercial Mortgage Pass-Through Certificates (the "Certificates")
Aug. 15, 2014
ACRC Lender LLC
Offered Notes
Dec. 19, 2014
ACRC KA Investor LLC
property
Dec. 31, 2014
Holdco
Dec. 31, 2014
Holdco
Primary beneficiary
Variable Interest Entities
Aggregate principal amount
$�219,000,000�
$�395,000,000�
$�493,800,000�
Number of adjustable rate participation interests (the "Trust Assets") in commercial mortgage loans contributed in connection with securitization
18�
Number of properties collateralized for mortgage loan
15�
27�
Variable interest basis
LIBOR�
LIBOR�
LIBOR�
Interest rate margin (as a percent)
2.41%�
1.89%�
1.45%�
Principal amount of Certificates retained by wholly owned subsidiary of the entity
98,800,000�
37,400,000�
Commitment
1,600,000,000�
Outstanding Principal
1,395,281,000�
965,436,000�
346,100,000�
Preferred equity fully funded amount
32,700,000�
170,000,000�
Collateral amount
378,800,000�
Principal balance of debt to be offered to third parties
308,700,000�
Maximum exposure to loss
168,800,000�
98,800,000�
39,608,000�
4,850,000�
92,400,000�
Interest expense
9,100,000�
972,000�
9,100,000�
972,000�
Number of properties
22�
Ownership interest held by parent
54.30%�
Ownership interest held by non controlling owners
45.70%�
Fixed rate of return on investment
10.95�
Variable Interest Entity Mortgage Loans on Real Estate Commercial and Consumer Net
848,224,000�
493,783,000�
168,400,000�
Carrying value and the maximum exposure of unconsolidated VIEs
Carrying value
38,982,000�
4,804,000�
Maximum exposure to loss
$�168,800,000�
$�98,800,000�
$�39,608,000�
$�4,850,000�
$�92,400,000�
ACQUISITIONS (Details)�(USD $)
12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2014
item
Dec. 31, 2013
item
Aug. 30, 2013
ACRE Capital
Dec. 31, 2014
ACRE Capital
Aug. 30, 2013
ACRE Capital
Aug. 25, 2014
ACRE Capital
Freddie Mac Program Plus license
item
Aug. 25, 2014
ACRE Capital
Freddie Mac Program Plus license
ACQUISITIONS
Number of loans held under MSR portfolio
976�
1,000�
46�
Unpaid principal amount on servicing assets
$�4,100,000,000�
$�3,700,000,000�
$�370,600,000�
Total consideration paid
60,900,000�
2,200,000�
MSRs acquired in asset acquisition
1,259,000�
1,300,000�
Remaining purchase price allocated to indefinite-lived intangible asset
941,000�
Cash as consideration for the acquisition
53,400,000�
Number of shares of common stock issued as consideration for the acquisition
588,235�
Decrease in gain on acquisition
(747,000)
0�
Assets acquired:
Cash
1,157,000�
Restricted cash
15,586,000�
Loans held for sale
22,154,000�
Mortgage servicing rights
61,236,000�
Intangible assets
5,000,000�
Derivative assets
182,000�
Risk-sharing indemnification
3,703,000�
Other assets
4,748,000�
Total assets acquired
113,766,000�
Liabilities assumed:
Warehouse lines of credit
14,472,000�
Allowance for loss sharing
18,386,000�
Accounts payable and accrued expenses
4,748,000�
Other liabilities
10,795,000�
Total liabilities assumed
48,401,000�
Net Assets Acquired
65,365,000�
Payable incurred in connection with close of the transaction
6,000,000�
Determination of gain on acquisition
Fair value of net assets acquired
65,365,000�
Fair value of consideration transferred
(60,900,000)
(2,200,000)
Gain on acquisition
4,438,000�
Acquisition-related costs
$�20,000�
$�4,079,000�
SEGMENTS (Details)�(USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
item
Dec. 31, 2013
item
Dec. 31, 2012
Dec. 31, 2011
SEGMENTS
Number of reportable segments
2�
2�
ASSETS
Cash and cash equivalents
$�16,551,000�
$�20,100,000�
$�16,551,000�
$�20,100,000�
$�23,390,000�
$�1,240,000�
Restricted cash
66,121,000�
16,954,000�
66,121,000�
16,954,000�
Loans held for investment
1,462,584,000�
958,495,000�
1,462,584,000�
958,495,000�
353,500,000�
Loans held for sale, at fair value
203,006,000�
89,233,000�
203,006,000�
89,233,000�
Mortgage servicing rights, at fair value
58,889,000�
59,640,000�
58,889,000�
59,640,000�
61,236,000�
Other assets
60,502,000�
32,493,000�
60,502,000�
32,493,000�
Total assets
1,867,653,000�
1,176,915,000�
1,867,653,000�
1,176,915,000�
Net interest margin:
Interest income from loans held for investment
70,495,000�
37,600,000�
9,278,000�
Interest expense
(33,637,000)
(14,973,000)
(2,558,000)
Net interest margin
36,858,000�
22,627,000�
6,720,000�
Mortgage banking revenue:
Servicing fees, net
16,399,000�
5,754,000�
Gains from mortgage banking activities
17,492,000�
5,019,000�
Provision for loss sharing
1,364,000�
(6,000)
Change in fair value of mortgage servicing rights
(7,650,000)
(2,697,000)
Mortgage banking revenue
27,605,000�
8,070,000�
Gain on sale of loans
680,000�
1,333,000�
Total revenue
20,792,000�
13,180,000�
17,413,000�
13,758,000�
12,633,000�
10,915,000�
4,708,000�
3,774,000�
65,143,000�
32,030,000�
6,720,000�
Expenses:
Management fees to affiliate
5,916,000�
4,241,000�
1,665,000�
Professional fees
3,733,000�
2,924,000�
1,194,000�
Compensation and benefits
18,649,000�
5,456,000�
Acquisition and investment pursuit costs
20,000�
4,079,000�
General and administrative expenses
9,252,000�
3,955,000�
1,285,000�
General and administrative expenses reimbursed to affiliate
4,000,000�
3,610,000�
1,619,000�
Total expenses
41,570,000�
24,265,000�
5,763,000�
Changes in fair value of derivatives
1,739,000�
(97,000)
Income from operations before gain on acquisition and income taxes
23,573,000�
9,504,000�
860,000�
Gain on acquisition
4,438,000�
Income before income taxes
23,573,000�
13,942,000�
860,000�
Income tax expense (benefit)
(1,043,000)
176,000�
Net income attributable to ACRE
9,121,000�
4,102,000�
6,638,000�
4,755,000�
3,290,000�
6,884,000�
3,265,000�
327,000�
24,616,000�
13,766,000�
186,000�
Net income attributable to non-controlling interests
(220,000)
Net income attributable to common stockholders
8,901,000�
4,102,000�
6,638,000�
4,755,000�
3,290,000�
6,884,000�
3,265,000�
327,000�
24,396,000�
13,766,000�
186,000�
ACRE
ASSETS
Cash and cash equivalents
15,045,000�
14,444,000�
15,045,000�
14,444,000�
Restricted cash
49,679,000�
3,036,000�
49,679,000�
3,036,000�
Loans held for investment
1,462,584,000�
958,495,000�
1,462,584,000�
958,495,000�
Loans held for sale, at fair value
84,769,000�
84,769,000�
Other assets
45,457,000�
16,632,000�
45,457,000�
16,632,000�
Total assets
1,572,765,000�
1,077,376,000�
1,572,765,000�
1,077,376,000�
Net interest margin:
Interest income from loans held for investment
70,495,000�
37,600,000�
Interest expense
(33,637,000)
(14,973,000)
Net interest margin
36,858,000�
22,627,000�
Mortgage banking revenue:
Gain on sale of loans
680,000�
Total revenue
37,538,000�
22,627,000�
Expenses:
Management fees to affiliate
5,440,000�
4,125,000�
Professional fees
2,686,000�
2,447,000�
Acquisition and investment pursuit costs
20,000�
4,079,000�
General and administrative expenses
3,003,000�
2,430,000�
General and administrative expenses reimbursed to affiliate
3,400,000�
3,394,000�
Total expenses
14,549,000�
16,475,000�
Changes in fair value of derivatives
1,739,000�
Income from operations before gain on acquisition and income taxes
7,891,000�
Gain on acquisition
4,438,000�
Income before income taxes
22,989,000�
12,329,000�
Income tax expense (benefit)
240,000�
Net income attributable to ACRE
22,749,000�
12,329,000�
Net income attributable to non-controlling interests
(220,000)
Net income attributable to common stockholders
22,529,000�
ACRE |
Revenue |
Customer
Expenses:
Number of Customers
1�
1�
Concentration risk (as a percent)
15.80%�
13.00%�
ACRE Capital
ASSETS
Cash and cash equivalents
1,506,000�
5,656,000�
1,506,000�
5,656,000�
Restricted cash
16,442,000�
13,918,000�
16,442,000�
13,918,000�
Loans held for sale, at fair value
203,006,000�
4,464,000�
203,006,000�
4,464,000�
Mortgage servicing rights, at fair value
58,889,000�
59,640,000�
58,889,000�
59,640,000�
Other assets
15,045,000�
15,861,000�
15,045,000�
15,861,000�
Total assets
294,888,000�
99,539,000�
294,888,000�
99,539,000�
Mortgage banking revenue:
Servicing fees, net
16,399,000�
5,754,000�
Gains from mortgage banking activities
17,492,000�
5,019,000�
Provision for loss sharing
1,364,000�
(6,000)
Change in fair value of mortgage servicing rights
(7,650,000)
(2,697,000)
Mortgage banking revenue
27,605,000�
8,070,000�
Gain on sale of loans
1,333,000�
Total revenue
27,605,000�
9,403,000�
Expenses:
Management fees to affiliate
476,000�
116,000�
Professional fees
1,047,000�
477,000�
Compensation and benefits
18,649,000�
5,456,000�
General and administrative expenses
6,249,000�
1,525,000�
General and administrative expenses reimbursed to affiliate
600,000�
216,000�
Total expenses
27,021,000�
7,790,000�
Income from operations before gain on acquisition and income taxes
1,613,000�
Income before income taxes
584,000�
1,613,000�
Income tax expense (benefit)
(1,283,000)
176,000�
Net income attributable to ACRE
1,867,000�
1,437,000�
Net income attributable to common stockholders
1,867,000�
Other interest expense after adjustment of intercompany note
3,700,000�
1,200,000�
Net income after adjustment of intercompany note
$�1,800,000�
$�244,000�
QUARTERLY FINANCIAL DATA (Details)�(USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Total revenue
$�20,792�
$�13,180�
$�17,413�
$�13,758�
$�12,633�
$�10,915�
$�4,708�
$�3,774�
$�65,143�
$�32,030�
$�6,720�
Net income
9,121�
4,102�
6,638�
4,755�
3,290�
6,884�
3,265�
327�
24,616�
13,766�
186�
Net income (loss) attributable to common stockholders
8,901�
4,102�
6,638�
4,755�
3,290�
6,884�
3,265�
327�
24,396�
13,766�
186�
Net income per common share-Basic
$�0.31�
$�0.14�
$�0.23�
$�0.17�
$�0.12�
$�0.25�
$�0.32�
$�0.04�
$�0.86�
$�0.72�
$�0.03�
Net income per common share-Diluted
$�0.31�
$�0.14�
$�0.23�
$�0.17�
$�0.12�
$�0.25�
$�0.32�
$�0.04�
$�0.85�
$�0.72�
$�0.03�
Adjustment
Total revenue
(1,900)
(1,800)
(1,700)
(1,900)
(1,600)
(1,500)
(1,600)
Mortgage banking revenue adjusted after reclassification from compensation and benefits into gains from mortgage banking activities
$�516�
COSTS ASSOCIATED WITH RESTRUCTURING ACTIVITIES (Detail)�(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Reconciliation of the liability attributable to exit and disposal costs incurred
Accruals
$�799�
Payments
(574)
Balance at the end of the period
225�
ACRE Capital |
Employee termination costs
Company's exit and disposal costs incurred
Total projected costs
799�
Additional amount expected to be incurred
$�44�
SUBSEQUENT EVENTS (Details)�(USD $)
0 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 19, 2014
ACRC KA Investor LLC
Mar. 5, 2015
Subsequent event
Jan. 28, 2015
Subsequent event
ACRC KA Investor LLC
Jan. 20, 2015
Subsequent event
ACRC KA Investor LLC
Mar. 5, 2015
Subsequent event
ACRC KA Investor LLC
Feb. 27, 2015
Subsequent event
BAML Line of Credit
Dec. 31, 2014
Subsequent event
ACRE Capital
Jan. 1, 2015
Subsequent event
Nursing Facility in New York
Jan. 1, 2015
Subsequent event
Nursing Facility in New York
Subsequent Events
Commitment
$�1,600,000,000�
$�17,700,000�
$�41,600,000�
Outstanding Principal
1,395,281,000�
965,436,000�
41,600,000�
Base rate
LIBOR�
Basis spread (as a percent)
5.00%�
LIBOR Floor (as a percent)
0.25%�
Term of mortgage loans
2 years�
Investments transferred to third party investors
1,800,000�
3,900,000�
Preferred Equity interest
170,000,000�
Ownership interest held by parent
54.30%�
51.00%�
Ownership interest held by non controlling owners
45.70%�
49.00%�
Dividends declared per share of common stock (in dollars per share)
$�0.25�
Total Commitment
$�1,337,243,000�
$�635,000,000�
$�135,000,000�