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CT Legacy REIT, Excluding Securitization Vehicles
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
CT Legacy REIT, Excluding Securitization Vehicles
Note 10. CT Legacy REIT, Excluding Securitization Vehicles
 
As described in Note 1, on March 31, 2011, we restructured, amended, or extinguished all of our outstanding recourse debt obligations, and contributed certain of our legacy assets and debt obligations to a newly formed subsidiary, CT Legacy REIT Mezz Borrower, Inc., or CT Legacy REIT.
 
CT Legacy REIT is a consolidated VIE that is owned 52% by us, 24% by an affiliate of Five Mile, and 24% by the former lenders under our senior credit facility. In addition, the former holders of our junior subordinated notes received class B common stock of CT Legacy REIT, a subordinate class of common stock which entitles its holders to receive approximately 25% of the dividends that would otherwise be payable to us on our equity interest in the common stock of CT Legacy REIT, after aggregate cash distributions of $50.0 million have been paid to all other classes of common stock.
 
As of December 31, 2011, our consolidated balance sheet includes an aggregate $255.1 million of assets and $220.6 million of liabilities related to CT Legacy REIT. In addition, CT Legacy REIT consolidates three securitization vehicles which are presented on our consolidated balance sheets with other securitization vehicles owned by us directly, which are discussed in Note 11.
 
The liabilities of CT Legacy REIT are all non-recourse to us, and we are not obligated to provide, nor have we provided, any financial support to CT Legacy REIT.
 
As described in Note 2, our consolidated balance sheets separately present: (i) our direct assets and liabilities, (ii) the direct assets and liabilities of CT Legacy REIT, and (iii) the assets and liabilities of consolidated securitization vehicles, some of which are subsidiaries of CT Legacy REIT. The following disclosures relate specifically to the direct assets and liabilities of CT Legacy REIT, as separately stated on our consolidated balance sheets.
 
 
A. Securities Held-to-Maturity – CT Legacy REIT
 
CT Legacy REIT’s securities portfolio consists of CMBS, CDOs, and other securities. Activity relating to these securities for the year ended December 31, 2011 was as follows (in thousands):
 
   
CMBS
   
CDOs & Other
     
Total
Book Value (1)
 
                     
December 31, 2010
    $—       $—         $—  
                           
Transfer from Capital Trust, Inc.
    2,356       1,221         3,577  
Principal paydowns
    (142 )             (142 )
Consolidation of additional securitization vehicle (2)
    (1,121 )             (1,121 )
Discount/premium amortization & other (3)
    253       35         288  
                           
December 31, 2011
    $1,346       $1,256         $2,602  
     
(1)
Includes securities with a total face value of $29.3 million as of December 31, 2011.
(2) 
Beginning in the third quarter of 2011, CT Legacy REIT consolidated an additional securitization vehicle, which was previously accounted for as part of its securities portfolio with a net book value of $1.1 million. See Note 11 for additional discussion.
(3) 
Includes mark-to-market adjustments on securities previously classified as available-for-sale, amortization of other-than-temporary impairments, and losses, if any.
 
As of December 31, 2011, all of CT Legacy REIT’s securities were classified as held-to-maturity.
 
The following table allocates the book value of CT Legacy REIT’s securities as of December 31, 2011 between their amortized cost basis, amounts related to mark-to-market adjustments on securities previously classified as available-for-sale, and the portion of other-than-temporary impairments not related to expected credit losses (in thousands):
 
   
CMBS
   
CDOs & Other
     
Total Securities
 
Amortized cost basis
    $2,321       $1,256         $3,577  
Mark-to-market adjustments on securities previously classified as available-for-sale
    (523 )             (523 )
Other-than-temporary impairments recognized in accumulated other comprehensive income
    (452 )             (452 )
                           
Total book value as of December 31, 2011
    $1,346       $1,256         $2,602  
 
The following table details overall statistics for CT Legacy REIT’s securities portfolio as of December 31, 2011 and 2010:
 
   
December 31, 2011
 
December 31, 2010
Number of securities
 
6
 
 ─
Number of issues
 
5
 
 ─
Rating (1) (2)
 
CCC+
 
 N/A
Fixed / Floating (in millions) (3)
$2 / $1
 
 $─ / $─
Coupon (1) (4)
 
5.43%
 
 N/A
Yield (1) (4)
 
3.31%
 
 N/A
Life (years) (1) (5)
 
4.9
 
 N/A
     
(1)
Represents a weighted average as of December 31, 2011.
(2) 
Weighted average ratings are based on the lowest rating published by Fitch Ratings, Standard & Poor’s or Moody’s Investors Service for each security.
(3) 
Represents the aggregate net book value of the portfolio allocated between fixed rate and floating rate securities.
(4) 
Coupon is based on the securities’ contractual interest rates, while yield is based on expected cash flows for each security, and considers discounts/premiums and asset non-performance. Calculations for floating rate securities are based on LIBOR of 0.30% as of December 31, 2011.
(5) 
Weighted average life is based on the timing and amount of future expected principal payments through the expected repayment date of each respective investment.
 
 
The table below details the ratings and vintage distribution of CT Legacy REIT’s securities as of December 31, 2011 (in thousands):
 
   
Rating as of December 31, 2011
 
Vintage
    B    
CCC and
Below
     
Total
 
2003
    $—       $1,256         $1,256  
1997
    179               179  
1996
          1,167         1,167  
Total
    $179       $2,423         $2,602  
 
Other-than-temporary impairments
 
Certain of the securities which were transferred to CT Legacy REIT have previously been other-than-temporarily impaired both during the year ended December 31, 2011, and in prior periods. The following table summarizes activity related to the other-than-temporary impairments of these securities as of December 31, 2011 (in thousands):
 
   
Gross Other-Than-Temporary Impairments
     
Credit Related
Other-Than-Temporary Impairments
   
Non-Credit Related
Other-Than-Temporary Impairments
 
                     
December 31, 2010
    $—         $—       $—  
                           
Transfer from Capital Trust, Inc.
    30,470         29,362       1,108  
Amortization of other-than-temporary impairments
    (271 )       (153 )     (118 )
Consolidation of additional securitization vehicle (1)
    (3,357 )       (2,819 )     (538 )
Reductions due to realized losses
    (285 )       (285 )      
                           
December 31, 2011
    $26,557         $26,105       $452  
     
(1)
Beginning in the third quarter of 2011, CT Legacy REIT consolidated an additional securitization vehicle, which was previously accounted for as part of its securities portfolio with an other-than-temporary impairment of $3.4 million. See Note 11 for additional discussion.
 
Unrealized losses and fair value of securities
 
Certain of CT Legacy REIT’s securities are carried at values in excess of their fair values. This difference can be caused by, among other things, changes in credit spreads and interest rates. The following table shows the gross unrealized losses and fair value of securities for which the fair value is lower than their book value as of December 31, 2011, and that are not deemed to be other-than-temporarily impaired (in millions):
 
   
Less Than 12 Months
   
Greater Than 12 Months
     
Total
 
                                               
   
Estimated
Fair Value
   
Gross Unrealized Loss
   
Estimated
Fair Value
   
Gross Unrealized Loss
     
Estimated
Fair Value
   
Gross Unrealized Loss
     
Book Value (1)
 
                                               
Floating Rate
    $—       $—       $0.2       ($1.1 )       $0.2       ($1.1 )       $1.3  
                                                             
Fixed Rate
    1.2                           1.2               1.2  
                                                             
Total
    $1.2       $—       $0.2       ($1.1 )       $1.4       ($1.1 )       $2.5  
     
(1)
Excludes, as of December 31, 2011, $179,000 of securities which were carried at or below fair value and securities against which an other-than-temporary impairment equal to the entire book value was recognized in earnings.
 
As of December 31, 2011, two of CT Legacy REIT's securities with an aggregate book value of $2.5 million were carried at a value in excess of their fair value. Fair value for these securities was $1.4 million as of December 31, 2011. In total, as of December 31, 2011, CT Legacy REIT had six investments in securities with an aggregate book value of $2.6 million that have an estimated fair value of $1.6 million, including two investments in CMBS with an estimated fair value of $1.4 million and four investments in CDOs and other securities with an estimated fair value of $158,000.
 
 
We determine fair values using third party dealer assessments of value, and our own internal financial model-based estimations of fair value. See Note 17 for further discussion of fair value. We regularly examine CT Legacy REIT’s securities portfolio and have determined that, despite the differences between book value and fair value discussed above, our expectations of future cash flows have changed adversely for six of Legacy REIT’s securities, against which we have recognized other-than-temporary-impairments.
 
Our estimation of cash flows expected to be generated by our securities portfolio is based upon an internal review of the underlying loans securing our investments both on an absolute basis and compared to our initial underwriting for each investment. Our efforts are supplemented by third-party research reports, third-party market assessments and our dialogue with market participants. As of December 31, 2011, we do not intend to sell Legacy REIT’s securities, nor do we believe it is more likely than not that we will be required to sell Legacy REIT’s securities before recovery of their amortized cost bases, which may be at maturity. This, combined with our assessment of cash flows, is the basis for our conclusion that these investments are not impaired, other than as described above, despite the differences between estimated fair value and book value. We attribute the difference between book value and estimated fair value to the current market dislocation and a general negative bias against structured financial products such as CMBS and CDOs.
 
Investments in variable interest entities
 
CT Legacy REIT’s securities portfolio includes investments in both CMBS and CDOs, which securitization structures are generally considered VIEs. We have not consolidated these VIEs due to our determination that, based on the structural provisions of each entity and the nature of our investments, we do not have the power to direct the activities that most significantly impact these entities' economic performance.
 
These securities were acquired through investment, and do not represent a securitization or other transfer of our assets. We are not named as special servicer on these investments, nor do we have the right to name special servicer.
 
CT Legacy REIT is not obligated to provide, nor has it provided, any financial support to these entities. As of December 31, 2011, CT Legacy REIT’s investment in these entities is $29.3 million, the principal amount of its securities portfolio. We have recorded other-than-temporary impairments of $26.6 million against this portfolio, resulting in a net exposure to loss of $2.6 million as of December 31, 2011.
 
 
B. Loans Receivable, Net – CT Legacy REIT
 
Activity relating to CT Legacy REIT’s loans receivable for the year ended December 31, 2011 was as follows (in thousands):
 
   
Gross Book
Value
   
Provision for
Loan Losses
     
Net Book
Value (1)
 
                     
December 31, 2010
    $—       $—         $—  
                           
Transfer from Capital Trust, Inc. on March 31, 2011
    739,694       (244,282 )       495,412  
Satisfactions (2)
    (270,407 )             (270,407 )
Principal paydowns
    (268 )             (268 )
Discount/premium amortization & other
    1,060               1,060  
Recovery of provision for loan losses
          13,048         13,048  
Realized loan losses
    (1,434 )     1,434          
Reclassification to loans held-for-sale
    (32,331 )             (32,331 )
                           
December 31, 2011
    $436,314       ($229,800 )       $206,514  
     
(1)
Includes loans with a total principal balance of $436.0 million as of December 31, 2011.
(2) 
Includes final maturities, full repayments, and sales.
 
The following table details overall statistics for CT Legacy REIT’s loans receivable portfolio as of December 31, 2011 and 2010:
 
   
December 31, 2011
 
December 31, 2010
Number of investments
 
17
 
 ─
Fixed / Floating (in millions) (1)
 
$56 / $151
 
 $─ / $─
Coupon (2) (3)
 
4.59%
 
 N/A
Yield (2) (3)
 
5.21%
 
 N/A
Maturity (years) (2) (4)
 
1.4
 
 N/A
     
(1)
Represents the aggregate net book value of the portfolio allocated between fixed rate and floating rate loans.
(2) 
Represents a weighted average as of December 31, 2011.
(3) 
Calculations for floating rate loans are based on LIBOR of 0.30% as of December 31, 2011.
(4) 
Represents the final maturity of each investment assuming all extension options are executed.
 
The tables below detail the types of loans in CT Legacy REIT’s portfolio, as well as the property type and geographic distribution of the properties securing these loans, as of December 31, 2011 and 2010 (in thousands):
 
   
December 31, 2011
   
December 31, 2010
 
Asset Type
 
Book Value
   
Percentage
   
Book Value
   
Percentage
 
Senior mortgages
    $77,986       37%       $—       ―%  
Subordinate interests in mortgages
    58,078       28              
Mezzanine loans
    47,271       23              
Other
    23,179       12              
Total
    $206,514       100%       $—       ―%  
                                 
Property Type
 
Book Value
   
Percentage
   
Book Value
   
Percentage
 
Office
    $84,519       41%       $—       ―%  
Hotel
    75,240       36              
Multifamily
    14,212       7              
Other
    32,543       16              
Total
    $206,514       100%       $—       ―%  
                                 
Geographic Location
 
Book Value
   
Percentage
   
Book Value
   
Percentage
 
Northeast
    $64,040       31%       $—       ―%  
Southwest
    40,353       19              
West
    38,179       18              
Southeast
    20,076       10              
Northwest
    9,364       5              
International
    34,502       17              
Total
    $206,514       100%       $—       ―%  
 
Loan risk ratings
 
Quarterly, management evaluates CT Legacy REIT’s loan portfolio for impairment as described in Note 2. In conjunction with our quarterly loan portfolio review, management assesses the performance of each loan, and assigns a risk rating based on several factors including risk of loss, LTV, collateral performance, structure, exit plan, and sponsorship. Loans are rated one (less risk) through eight (greater risk), which ratings are defined in Note 2.
 
The following table allocates the net book value and principal balance of CT Legacy REIT’s loans receivable based on our internal risk ratings as of December 31, 2011 and 2010 (in thousands):
 
     
Loans Receivable as of December 31, 2011
     
Loans Receivable as of December 31, 2010
 
Risk
Rating
   
Number
of Loans
   
Principal
Balance
   
Net
Book Value
     
Number
of Loans
   
Principal
Balance
   
Net
Book Value
 
  1 - 3       5       $91,940       $92,333               $—       $—  
  4 - 5       5       64,151       64,127                      
  6 - 8       7       279,882       50,054                      
                                                       
Total
      17       $435,973       $206,514               $—       $—  
 
 
In making this risk assessment, one of the primary factors we consider is how senior or junior each loan is relative to other debt obligations of the borrower. The following tables further allocate CT Legacy REIT’s loans receivable by both loan type and our internal risk ratings as of December 31, 2011 and 2010 (in thousands):
 
      Senior Mortgage Loans  
      as of December 31, 2011       as of December 31, 2010  
Risk
   
Number
   
Principal
   
Net
     
Number
   
Principal
   
Net
 
Rating
   
of Loans
   
Balance
   
Book Value
     
of Loans
   
Balance
   
Book Value
 
  1 - 3       1       $27,503       $27,503               $—       $—  
  4 - 5       2       21,000       20,976                      
  6 - 8       2       42,569       29,507                      
Total
      5       $91,072       $77,986               $—       $—  
 
        Subordinate Interests in Mortgages  
        as of December 31, 2011       as of December 31, 2010  
Risk
   
Number
   
Principal
   
Net
     
Number
   
Principal
   
Net
 
Rating
   
of Loans
   
Balance
   
Book Value
     
of Loans
   
Balance
   
Book Value
 
  1 - 3       1       $13,000       $13,000               $—       $—  
  4 - 5       1       24,531       24,531                      
  6 - 8       4       85,024       20,547                      
Total
      6       $122,555       $58,078               $—       $—  
 
        Mezzanine & Other Loans  
        as of December 31, 2011       as of December 31, 2010  
Risk
   
Number
   
Principal
   
Net
     
Number
   
Principal
   
Net
 
Rating
   
of Loans
   
Balance
   
Book Value
     
of Loans
   
Balance
   
Book Value
 
  1 - 3       3       $51,437       $51,830               $—       $—  
  4 - 5       2       18,620       18,620                      
  6 - 8       1       152,289                            
Total
      6       $222,346       $70,450               $—       $—  
 
Loan impairments
 
The following table describes CT Legacy REIT’s impaired loans as of December 31, 2011, including impaired loans that are current in their interest payments and those that are delinquent on contractual payments (in thousands):
 
      December 31, 2011  
Impaired Loans
 
No. of
Loans
   
Gross Book
Value
   
Provision for
Loan Loss
     
Net Book Value
 
Performing loans
    2       $192,652       ($183,289 )       $9,363  
Non-performing loans
    3       68,120       (46,511 )       21,609  
Total impaired loans
    5       $260,772       ($229,800 )       $30,972  
 
The following table details the allocation of CT Legacy REIT’s provision for loan losses as of December 31, 2011 (in thousands):
 
   
December 31, 2011
 
Impaired Loans
 
Principal
Balance
   
Provision for
Loan Loss
   
Loss Severity
 
Mezzanine & other loans
    $152,289       $152,289       100%  
Subordinate interests in mortgages
    83,812       64,449       77  
Senior mortgages
    24,700       13,062       53  
Total/Weighted Average
    $260,801       $229,800       88%  
 
 
 
Generally, we have recorded provisions for loan loss against all loans which are in maturity default, or otherwise have past-due principal payments. As of December 31, 2011, CT Legacy REIT had four loans with an aggregate net book value of $51.6 million which were in maturity default but had no provision recorded. We expect to collect all principal and interest due under these loans upon their resolution.
 
The following table details CT Legacy REIT’s average balance of impaired loans by loan type, and the income recorded on such loans subsequent to their impairment during the year ended December 31, 2011 (in thousands):
 
Income on Impaired Loans for the Year Ended December 31, 2011
 
Asset Type
 
Average Net
Book Value
   
Income
Recorded (1)
 
Senior Mortgage Loans
    $10,150       $388  
Subordinate Interests in Mortgages
    22,340       208  
Mezzanine & Other Loans
          4,891  
Total
    $32,490       $5,487  
     
(1)
Substantially all of the income recorded on impaired loans during the period was received in cash. See also Note 4 for disclosure of income recorded on impaired loans prior to their transfer to CT Legacy REIT, substantially all of which was also received in cash.
 
Nonaccrual loans
 
In accordance with our revenue recognition policies discussed in Note 2, we do not accrue interest on loans which are 90 days past due or, in the opinion of management, are otherwise uncollectable. Accordingly, we do not have any material interest receivable accrued on CT Legacy REIT’s nonperforming loans as of December 31, 2011.
 
The following table details CT Legacy REIT’s loans receivable which are on nonaccrual status as of December 31, 2011 (in thousands):
 
Non-Accrual Loans Receivable as of December 31, 2011
 
Asset Type
 
Principal
Balance
   
Net
Book Value
 
Senior Mortgage Loans
    $24,700       $11,638  
Subordinate Interests in Mortgages
    85,024       20,547  
Mezzanine & Other Loans
    152,289        
Total
    $262,013       $32,185  
 
Loan modifications
 
During the year ended December 31, 2011, two modifications of CT Legacy REIT loans were considered troubled debt restructurings, as defined under GAAP. A troubled debt restructuring is generally any modification of a loan to a borrower that is experiencing financial difficulties, where a lender agrees to terms that are more favorable to the borrower than is otherwise available in the current market. These loan modifications included: (i) a nine-month extension of a $19.0 million senior mortgage loan which is in maturity default, and (ii) a two-year forbearance of a $24.3 million subordinate mortgage interest, including a 2.0% spread increase which will accrue on a deferred basis. Both of these loans have been individually assessed for impairment, and have not been impaired due to our determination that the underlying collateral value is sufficient to cover our investment in the loans.
 
 
C. Loans Held-for-Sale, Net – CT Legacy REIT
 
Activity relating to CT Legacy REIT’s loans held-for-sale for the year ended December 31, 2011 was as follows (in thousands):
 
   
Gross Book
Value
   
Valuation
Allowance
     
Net Book Value
 
                     
December 31, 2010
    $—       $—         $—  
                           
Reclassification from loans receivable
    32,331               32,331  
Valuation allowance on loans held-for-sale
          (1,456 )       (1,456 )
                           
December 31, 2011
    $32,331       ($1,456 )       $30,875  
 
During the second quarter of 2011, CT Legacy REIT reclassified a $32.5 million senior mortgage loan to loans held-for-sale, against which it had recorded a $224,000 valuation allowance to reflect this loan at its approximate fair value. During the fourth quarter of 2011, CT Legacy REIT recorded an additional $1.2 million valuation allowance to reflect this loan at its approximate fair value as of December 31, 2011.
 
D. Debt Obligations – CT Legacy REIT
 
As of December 31, 2011, CT Legacy REIT had $113.6 million of total debt obligations outstanding. The balances of each category of debt, their respective coupons and all-in effective costs (including the amortization of fees and expenses) were as follows (in thousands):
 
   
December 31,
2011
   
December 31,
2010
   
December 31,
2011
Debt Obligations
 
Principal
Balance
   
Book
Value
   
Book
Value
   
Coupon (1)
   
All-In
Cost (1)
 
Maturity Date (2)
                                   
Repurchase obligation (JPMorgan)
    $58,464       $58,464       $—       2.80 %     2.80 %  
December 15, 2014
                                             
Mezzanine loan(3)
    65,275       55,111             15.00 %     18.61 %  
March 31, 2016
                                             
Total/Weighted Average
    $123,739       $113,575       $—       9.24 %     11.14 % (4)  
August 20, 2015
     
(1)
Assumes LIBOR of 0.30% at December 31, 2011 for floating rate debt obligations.
(2) 
Maturity dates represent the contractual maturity of each facility.
(3) 
The mezzanine loan carries a 15.0% per annum interest rate, of which 7.0% per annum may be deferred. The all-in cost of the mezzanine loan includes the amortization of deferred fees and expenses.
(4) 
Including the impact of interest rate hedges with an aggregate notional balance of $60.8 million as of December 31, 2011, the effective all-in cost of CT Legacy REIT’s debt obligations would be 13.46% per annum.
 
Repurchase Obligations
 
In conjunction with our March 2011 restructuring, on March 31, 2011 our legacy repurchase obligations with JPMorgan, Morgan Stanley and Citigroup were assumed by wholly-owned subsidiaries of CT Legacy REIT, and the recourse to Capital Trust, Inc. was eliminated. The balances then outstanding under the three repurchase obligations with JP Morgan, Morgan Stanley and Citigroup were $173.5 million, $93.2 million, and $38.1 million, respectively.
 
During the second quarter of 2011, the Morgan Stanley and Citigroup repurchase obligations were fully repaid and extinguished, and the remaining collateral thereunder was released.
 
The JPMorgan facility matures on December 15, 2014 and bears interest at a rate of LIBOR + 2.50% per annum (2.80% as of December 31, 2011), which rate will increase to LIBOR + 3.00% per annum for the period from March 31, 2013 through March 30, 2014, and then to LIBOR + 3.50% per annum for the period from March 31, 2014 through maturity. In addition, periodic repayment targets must be met under the facility, which require the outstanding balance be reduced to: $110.0 million by December 15, 2011, $65.0 million by December 15, 2012, and $30.0 million by December 15, 2013. As of December 31, 2011, the JPMorgan facility had an outstanding balance of $58.5 million.
 
 
Subsequent to year-end, in February 2012, we refinanced the JPMorgan repurchase facility and the mezzanine loan with a single, new $124.0 million repurchase facility with JPMorgan. The new facility matures in December 2014, carries a rate of LIBOR+5.50%, and has paydown hurdles and associated potential rate increases over the term of the facility. See Note 22, Subsequent Events, to our consolidated financial statements for additional discussion.
 
The following table details the aggregate outstanding principal balance, book value and fair value of CT Legacy REIT’s assets, primarily loans receivable, which were pledged as collateral under the JPMorgan repurchase facility as of December 31, 2011, as well as the amount at risk (in thousands). The amount at risk is generally equal to the book value of our collateral less the outstanding principal balance of the repurchase facility.
 
         
Loans and Securities Collateral Balances,
as of December 31, 2011
 
Repurchase Lender
 
Facility Balance
 
Principal Balance
 
Book Value
 
Fair Value (1)
 
Amount at Risk (2)
 
JP Morgan
    $58,464       $309,995       $177,208       $155,567       $122,600  
     
(1)
Fair values represent the amount at which assets could be sold in an orderly transaction between a willing buyer and willing seller. The immediate liquidation value of these assets would likely be substantially lower.
(2) 
Amount at risk is calculated on an asset-by-asset basis for each facility and considers the greater of (a) the book value of an asset and (b) the fair value of an asset, in determining the total risk.
 
Mezzanine Loan
 
On March 31, 2011, CT Legacy REIT entered into an $83.0 million mezzanine loan with Five Mile that carries a 15.0% per annum interest rate, of which 7.0% per annum may be deferred, and that matures on March 31, 2016. The mezzanine loan is not recourse to Capital Trust, Inc. except for certain limited non-recourse, “bad boy” carve outs.
 
The mezzanine loan is collateralized by 100% of the equity interests in a subsidiary of CT Legacy REIT, which in-turn owns all of CT Legacy REIT’s assets, subject in-part to the repurchase obligations described above. Five Mile has consent rights with respect to material actions concerning CT Legacy REIT’s assets such as material modifications, sales, and/or the pursuit of certain remedies with regard to such assets. The mezzanine loan also contains covenants that (i) prohibit CT Legacy REIT from paying common stock cash dividends until the mezzanine loan has been repaid, (ii) prohibit us from selling or otherwise transferring our equity interests in CT Legacy REIT, and (iii) require the continued employment of certain key employees.
 
In addition, an affiliate of Five Mile acquired a 24% equity interest in the common stock of CT Legacy REIT in conjunction with the making of the mezzanine loan.
 
As of December 31, 2011, the mezzanine loan had an outstanding principal balance of $65.3 million (including deferred interest) and a book balance of $55.1 million. The difference between book balance and principal outstanding is due to deferred costs associated with the mezzanine loan, primarily the equity interest in CT Legacy REIT discussed above. Including the amortization of these costs, the mezzanine loan has an all-in cost of 18.61%.
 
Subsequent to year-end, in February 2012, we refinanced the JPMorgan repurchase facility and the mezzanine loan with a single, new $124.0 million repurchase facility with JPMorgan. See Note 22, Subsequent Events, to our consolidated financial statements for additional discussion.
 
E. Participations Sold – CT Legacy REIT
 
Participations sold represent interests in certain loans that we originated and subsequently sold to one of our investment management vehicles or to third parties. We present these participations sold as both assets and non-recourse liabilities because these arrangements do not qualify as sales under GAAP. Generally, participations sold are recorded as assets and liabilities in equal amounts on our consolidated balance sheets, and an equivalent amount of interest income and interest expense is recorded on our consolidated statements of operations. However, impaired loan assets must be reduced through the provision for loans losses while the associated non-recourse liability cannot be reduced until the participation has been contractually extinguished. This can result in an imbalance between the loan participations sold asset and liability. We have no economic exposure to these liabilities.
 
In connection with our March 2011 restructuring, a $152.3 million loan, in which we have previously sold a $97.5 million participation, was transferred to CT Legacy REIT.
 
 
The following table describes CT Legacy REIT’s participations sold assets and liabilities as of December 31, 2011 and 2010 (in thousands):
 
   
December 31,
   
December 31,
 
   
2011
   
2010
 
Participations sold assets
           
Gross carrying value
    $97,465       $—  
Less: Provision for loan losses
    (97,465 )      
Net book value of assets
           
                 
Participations sold liabilities
               
Net book value of liabilities
    97,465        
Net impact to shareholders' equity
    ($97,465 )     $—  
 
F. Derivative Financial Instruments – CT Legacy REIT
 
To manage interest rate risk, we have historically employed interest rate swaps, or other arrangements, to convert a portion of our floating rate debt to fixed rate debt in order to index-match our assets and liabilities. The interest rate swaps that we have employed were designated as cash flow hedges and designed to hedge fixed rate assets against floating rate liabilities. Under cash flow hedges, we pay our hedge counterparties a fixed rate amount and our counterparties pay us a floating rate amount, which we settle monthly, and record as a component of interest expense. Our counterparties in these transactions are financial institutions and we are dependent upon the financial health of these counterparties and a functioning interest rate derivative market in order to effectively execute our hedging strategy.
 
The following table summarizes the notional amounts and fair values of CT Legacy REIT’s interest rate swaps as of December 31, 2011 and 2010 (in thousands). The notional amount provides an indication of the extent of our involvement in the instruments at that time, but does not represent exposure to credit or interest rate risk.
 
Counterparty
 
December 31, 2011
Notional Amount
   
Interest Rate (1)
   
Maturity
   
December 31, 2011
Fair Value
   
December 31, 2010
Fair Value
 
JPMorgan Chase
    $17,574       5.14 %     2014       ($1,887 )     $—  
JPMorgan Chase
    16,565       4.83 %     2014       (1,889 )      
JPMorgan Chase
    16,441       5.52 %     2018       (3,321 )      
JPMorgan Chase
    7,062       5.11 %     2016       (1,189 )      
JPMorgan Chase
    3,164       5.45 %     2015       (531 )      
Total/Weighted Average
    $60,806       5.17 %     2015       ($8,817 )     $—  
     
(1)
Represents the gross fixed interest rate we pay to our counterparties under these derivative instruments. We receive an amount of interest indexed to one-month LIBOR on all of our interest rate swaps.
 
During the second quarter of 2011, as a result of significant repayments of CT Legacy REIT’s floating rate debt obligations, these interest rate swaps ceased to be highly effective hedging instruments. We therefore discontinued the designation of these hedges as cash flow hedges. As a result, beginning in the second quarter of 2011, any change in the fair values of these interest rate swaps is recorded as a non-cash component of interest expense on our consolidated statement of operations. We recognized $1.3 million of such non-cash interest expense during the year ended December 31, 2011.
 
In addition, as a result of the termination of the effective hedge designation, we reclassified $3.2 million from accumulated other comprehensive income as non-cash interest expense on our consolidated financial statements. In future periods we will recognize additional non-cash interest expense as the remaining balance of accumulated other comprehensive income is amortized over the life of each related facility. Net payments under such interest rate swaps during the year ended December 31, 2011 totaled $2.3 million, and were recorded as a component of interest expense.
 
Over the next twelve months, we expect approximately $2.2 million to be reclassified from other comprehensive income to interest expense. This amount represents the amortization of losses previously recorded in other comprehensive income on interest rate swaps which are no longer designated as cash flow hedges.
 
As of December 31, 2011, CT Legacy REIT has not posted any assets as collateral under derivative agreements.