EX-99.1 12 d666535dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CONCORD DEBT HOLDINGS LLC

Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

(With Independent Auditors’ Report Thereon)


CONCORD DEBT HOLDINGS LLC

Table of Contents

 

     Page  

Independent Auditors’ Report

     1   

Consolidated Balance Sheets at December 31, 2013 (unaudited) and 2012 (unaudited)

     2   

Consolidated Statements of Operations for the years ended December 31, 2013 (unaudited), 2012 (unaudited) and 2011

     3   

Consolidated Statements of Changes in Members’ Capital for the years ended December 31, 2013 (unaudited), 2012 (unaudited) and 2011

     4   

Consolidated Statements of Cash Flows for the years ended December 31, 2013 (unaudited), 2012 (unaudited) and 2011

     5 – 6   

Notes to Consolidated Financial Statements

     7   


Independent Auditors’ Report

The Members

Concord Debt Holdings LLC:

We have audited the accompanying consolidated statements of operations, changes in members’ capital, and cash flows of Concord Debt Holdings LLC and subsidiaries for the year ended December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Concord Debt Holdings LLC and subsidiaries for the year ended December 31, 2011 in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated balance sheets as of December 31, 2013 and 2012, and the consolidated statements of operations, members’ capital and cash flows for the years then ended were not audited by us and accordingly, we do not express an opinion on them.

/s/ KPMG LLP

March 7, 2012


CONCORD DEBT HOLDINGS LLC

Consolidated Balance Sheets

December 31, 2013 (unaudited) and 2012 (unaudited)

(In thousands)

 

     2013      2012  
     unaudited      unaudited  
Assets      

Cash and cash equivalents

   $ 894      $ 741  

Restricted cash

     —          1,000  

Real estate debt investments carried at fair value

     13,294        23,492  

Securities carried at fair value

     3,412        30  

Interest and other receivables

     72        103  

Other assets

     22        29  
  

 

 

    

 

 

 

Total assets

   $ 17,694      $ 25,395  
  

 

 

    

 

 

 
Liabilities and Capital      

Liabilities:

     

Other liabilities

   $ 58      $ 43  
  

 

 

    

 

 

 

Total liabilities

     58        43  

Members’ capital

     17,636        25,352  
  

 

 

    

 

 

 

Total liabilities and capital

   $ 17,694      $ 25,395  
  

 

 

    

 

 

 

See accompanying notes to consolidated financial statements.

 

2


CONCORD DEBT HOLDINGS LLC

Consolidated Statements of Operations

Years ended December 31, 2013 (unaudited), 2012 (unaudited) and 2011

(In thousands)

 

     2013     2012     2011  
     unaudited     unaudited        

Income:

      

Interest income

   $ 1,473     $ 1,748     $ 3,472  

Fees received from related party

     41       48       57  
  

 

 

   

 

 

   

 

 

 

Total income

     1,514       1,796       3,529  
  

 

 

   

 

 

   

 

 

 

Expenses:

      

Interest

     —          —          726  

General and administrative

     294       623       448  
  

 

 

   

 

 

   

 

 

 

Total expenses

     294       623       1,174  
  

 

 

   

 

 

   

 

 

 

Net investment income

     1,220       1,173       2,355  
  

 

 

   

 

 

   

 

 

 

Realized and unrealized gain (loss) from investments:

      

Realized gain on sale of securities carried at fair value

     —          —          370  

Realized loss on sale of securities carried at fair value

     (3 )     (7 )     (1,127 )

Realized gain on sale of real estate debt investments carried at fair value

     853       —          8,634  

Realized loss on sale of real estate debt investments carried at fair value

     (4,560 )     —          (1,532 )

Realized loss on repurchase agreement carried at fair value

     —          —          (1,850 )

Realized loss on revolving credit facility carried at fair value

     —          —          (845 )
  

 

 

   

 

 

   

 

 

 

Total realized (loss) gain from investments, net

     (3,710 )     (7 )     3,650  
  

 

 

   

 

 

   

 

 

 

Unrealized gain (loss) on real estate debt investment carried at fair value

     466       (1,404 )     3,666  

Unrealized loss on securities carried at fair value

     —          (544 )     (273 )

Unrealized gain on securities carried at fair value

     3,385       —          —     
  

 

 

   

 

 

   

 

 

 

Total unrealized gain (loss) from investments, net

     3,851       (1,948 )     3,393  
  

 

 

   

 

 

   

 

 

 

Total realized and unrealized gain (loss) from investments

     141       (1,955 )     7,043  
  

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

     1,361       (782 )     9,398  
  

 

 

   

 

 

   

 

 

 

Discontinued operations:

      

Income from discontinued operations

     —          13       36  
  

 

 

   

 

 

   

 

 

 

Total income from discontinued operations

     —          13       36  
  

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 1,361     $ (769 )   $ 9,434  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

3


CONCORD DEBT HOLDINGS LLC

Consolidated Statements of Changes in Members’ Capital

Years ended December 31, 2013 (unaudited), 2012 (unaudited) and 2011

(In thousands)

 

     WRT
Concord
LLC
    Lexington
CDH I
LLC
    Inland
American
Concord Sub
LLC
    Total  

Balance at December 31, 2010

   $ 9,090       9,090       8,962       27,142  

Net income

     3,145       3,145       3,144       9,434  

Distribution

     (3,216 )     (3,216 )     (2,900 )     (9,332 )
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

   $ 9,019       9,019       9,206       27,244  

Net loss

     (512 )     —          (257 )     (769 )

Transfer of equity

     8,668       (8,668 )     —          —     

Distribution

     (492 )     (351 )     (280 )     (1,123 )
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2012 (unaudited)

     16,683       —          8,669       25,352  

Net income

     907       —          454       1,361  

Distribution

     (6,144 )     —          (2,933 )     (9,077 )
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2013 (unaudited)

   $ 11,446       —          6,190       17,636  
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

4


CONCORD DEBT HOLDINGS LLC

Consolidated Statements of Cash Flows

Years ended December 31, 2013 (unaudited), 2012 (unaudited) and 2011

(In thousands)

 

     2013     2012     2011  
     unaudited     unaudited        

Cash flows from operating activities:

      

Net income (loss)

   $ 1,361     $ (769 )   $ 9,434  

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

      

Unrealized (gain) loss on real estate debt investment carried at fair value

     (466 )     1,404       (3,666 )

Realized gain on sale of securities carried at fair value

     —          —          (370 )

Realized loss on sale of securities carried at fair value

     3       7       1,127  

Realized loss on sale of real estate debt investments carried at fair value

     4,560       —          1,532  

Realized gain on sale of real estate debt investment carried at fair value

     (853 )     —          (8,634 )

Realized loss on repurchase agreement carried at fair value

     —          —          1,850  

Realized loss on credit facility carried at fair value

     —          —          845  

Unrealized (gain) loss on securities carried at fair value

     (3,385 )     544       273  

Changes in operating assets and liabilities:

      

Interest and other receivables

     31       (2 )     288  

Other assets

     7       78       15  

Other liabilities

     15       (107 )     (185 )
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     1,273       1,155       2,509  
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

      

Proceeds from sale of securities carried at fair value

     —          —          370  

Repayment of real estate debt investments

     4       3       —     

Proceeds from sale of real estate debt investments

     7,798       —          56,672  

Advances on real estate debt investments

     (845 )     (1,272 )     —     

Purchase of real estate debt investments

     —          —          (11,000 )

Change in restricted cash

     1,000       (1,000 )     2,214  
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     7,957       (2,269 )     48,256  
  

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

      

Repayments on repurchase agreements

     —          —          (6,137 )

Repayment of revolving credit facility

     —          —          (35,599 )

Distribution to members

     (9,077 )     (1,123 )     (9,332 )
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (9,077 )     (1,123 )     (51,068 )
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     153       (2,237 )     (303 )

Cash and cash equivalents at beginning of year

     741       2,978       3,281  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 894     $ 741     $ 2,978  
  

 

 

   

 

 

   

 

 

 

 

5


CONCORD DEBT HOLDINGS LLC

Consolidated Statements of Cash Flows

Years ended December 31, 2013 (unaudited), 2012 (unaudited) and 2011

(In thousands)

 

     2013      2012      2011  
     unaudited      unaudited         

Supplemental cash flow information:

        

Interest paid

   $ —         $ —         $ 691  

Supplement disclosure of noncash investing and financing activities:

        

Debt assumed on sale of real estate investment at fair market value

   $ —         $ —         $ 56,090  

See accompanying notes to consolidated financial statements.

 

6


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

(1) Description of Business and Basis of Presentation

 

  (a) Formation and Ownership

Concord Debt Holdings LLC (the Company) is a Delaware limited liability company (LLC) that was originally formed on March 31, 2006 (Formation Date). At its Formation Date, the Company was owned 50% each by Winthrop Realty Trust (Winthrop) and Lexington Master Limited Partnership (Lexington).

On August 2, 2008 (Recapitalization Date), the Company was recapitalized and amended and restated its LLC agreement to admit Inland American Concord Sub, LLC (Inland). Inland received a redeemable preferred membership interest in exchange for new capital invested in the Company. Concurrently with the admission of Inland as a preferred member, Lexington and Winthrop contributed all of their interest in the Company to Lex-Win Concord, LLC (Lex-Win), which was owned 50% by Winthrop and 50% by Lexington and Lex-Win was designated as the Company’s managing member.

Winthrop and Lexington funded 100% of their capital commitments of $162,500,000 prior to the Company’s admission of Inland as a preferred member and Inland invested $76,000,000 in the Company as a result of the Company’s recapitalization.

On August 26, 2010 (Reorganization Date or Inception), the Company was reorganized and its LLC agreement was amended and restated to admit two new Lexington and Winthrop affiliates as members, Lexington CDH I LLC and WRT-Concord LLC. Concurrently, Inland’s existing preferred member interest was eliminated and Lex-Win was dissolved after it distributed its 100% common member interest in the Company to the newly admitted members and Inland equally, resulting in each member having an equal 33.3% common member interest with Inland designated as the Company’s managing member.

As of the Reorganization Date, Winthrop and Lexington effectively reduced their 50%/50% common member interests and Inland exchanged its preferred member interest for a common member interest. As a result of the Reorganization, each held an equal one-third common member interest in the Company. Income is divided equally among members and distributions of operating cash flow, capital proceeds, and quarterly guarantees are made in accordance with the LLC agreement. The Company’s members are not required to make any future capital contributions to the Company. On May 1, 2012, WRT-Concord LLC purchased the equity of Lexington CDH I LLC and now owns two-thirds of the common member interest in the Company.

 

(2) Summary of Significant Accounting Policies

 

  (a) Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its subsidiaries, which are either wholly owned or controlled by the Company. The Company identifies entities for which control is achieved through means other than through voting rights (a variable interest entity or VIE) through the analysis as set forth in ASC 810 Consolidation of Variable Interest Entities and determines when and which business enterprise, if any, should consolidate the VIE. In addition, the Company discloses information pertaining to such entities wherein the Company is the primary beneficiary or other entities wherein the Company has a significant variable interest. All significant intercompany transactions and balances have been eliminated.

 

   7    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

  (b) Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates in the consolidated financial statements include the valuation of the Company’s real estate debt investments and available-for-sale securities and estimates pertaining to credit. Actual results could differ materially from those estimates.

 

  (c) Concentration of Credit Risk

The Company maintains cash deposits and restricted cash deposits, which balances from time to time, may exceed federally insured limits. The Company believes it mitigates its risk of loss by maintaining its cash deposits with major financial institutions. To date, the Company has not experienced any losses of its cash deposits. Real estate debt investments and available-for-sale securities can potentially subject the Company to concentrations of credit risk. Management of the Company performs ongoing credit evaluations of borrowers and valuations of the real property and interests that collateralize the Company’s investments.

 

  (d) Cash and Cash Equivalents

All highly liquid investments with maturities of three months or less at time of acquisition and as of the balance sheets date are considered to be cash equivalents. The Company places its cash and cash equivalents in major financial institutions.

 

  (e) Restricted Cash

The Company had $1,000,000 of restricted cash of at December 31, 2012, which is being held in the attorney escrow fund (see commitments and contingencies).

 

  (f) Fair Value Measurements

The Company has elected the fair value option to measure the Company’s financial instruments including real estate debt investments, securities, and debt outstanding. The fair value of these financial instruments is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price) and changes in the fair value are recorded in earnings as unrealized gain or loss in the consolidated statements of operations.

 

  (g) Real Estate Debt Investments

Loans are stated at the estimated fair value. Interest income is recorded on the accrual basis in accordance with the terms of the respective loan. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans.

 

   8    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

The Company recognizes interest income on certain nonperforming real estate debt investments using the cash-basis method. The accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, it is probable it will be unable to collect contractual principal and interest in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible.

 

  (h) Members’ Capital

Capital contributions, distributions, and profits and losses are allocated in accordance with the terms of the Company’s LLC Agreement.

 

  (i) Gain on Sale of Loans

All loans sold to date have been sold without recourse. When loans are sold, a gain or loss is recognized to the extent that the sales proceeds plus unamortized fees and costs exceed or are less than the carrying value of the loans. Gains and losses are determined using the specific-identification method.

 

  (j) Income Taxes

The Company is an LLC and is treated as a partnership for U.S. Federal income tax purposes. Accordingly, no provision or benefit for income taxes is made in the consolidated financial statements since taxable income or loss passes through to, and is reportable by its members on their respective income tax returns. However, the Company is required to pay certain state and local entity level taxes which are expensed as incurred and included in general and administrative expenses in the consolidated statements of operations.

 

(3) Fair Value Measurement

Accounting guidance establishes a fair value measurement framework, provides a single definition of fair value based on the assumptions that market participants would use in pricing an asset or liability and requires expanded disclosure summarizing fair value measurements.

The accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable input be used when available. Observable inputs are inputs that the market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is measured in three levels based on the reliability of inputs:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

   9    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Valuations derived from other valuation methodologies, including pricing models, discounted cash flow models, and similar techniques, and not based on market, exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections that are not observable in the market and significant professional judgment in determining the fair value assigned to such assets or liabilities.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

  (a) Fair Value Option

The fair value option election allows companies to irrevocably elect fair value measurement attributed for certain financial assets and liabilities. The fair value option election is permitted on an instrument-by-instrument basis at initial recognition for real estate debt investments, securities, and debt outstanding at the Company’s inception and ongoing. The Company elects the fair value option to mitigate a divergence between accounting and economic exposure. Changes in fair value for assets and liabilities for which the election is made will be recognized in earnings as they occur.

The following is a description of the valuation techniques used for investments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

 

  (b) Cash, Cash Equivalents, and Restricted Cash

The Company’s cash, cash equivalents, and restricted cash are generally classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of instruments valued based on quoted market prices in active markets include most U.S. government securities with original maturities less than 90 days and most money market securities.

 

  (c) Real Estate Debt Investments

Real estate debt investments are nonpublic investments in loan assets collateralized by real estate. Determining the fair value of nonpublic investments involves a significant degree of management judgment as no quoted prices exist and such investments are generally very illiquid. Due to the unique nature of the individual properties collateralizing the Company’s loans, the Company uses the income or market approach, as deemed appropriate. Fair value determination through the income approach is estimated through the use of a discounted cash flow model. In addition to the characteristics of the underlying loans (including principal, contractual interest rate, and contractual fees), key inputs to the model include interest rates, prepayment rates, and credit spreads. Fair value estimates from internal valuation techniques are then verified, where possible, to prices obtained from independent valuation specialists that use primarily a discounted cash flow model using similar inputs for valuation. Real estate debt investments are classified as Level 3 of the fair value hierarchy since valuation models are based on significant inputs that are unobservable in the market.

 

   10    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

  (d) Securities

The securities portfolio comprises commercial mortgage-backed securities. The Company considers the availability of quoted market prices. If quoted market prices are not available for the specific security, the Company may estimate the value of such instruments using a combination of observed transaction prices, independent pricing services, and relevant broker quotes. Consideration is given to the nature of the quotes (e.g., indicative or firm) and the relationship of recently evidenced market activity. Management also performs further analysis of the performance of the loans and collateral underlying the securities, the estimated value of the collateral supporting such loans and a consideration of local, industry, and broader economic trends and factors. Because significant judgment and unobservable market inputs are used in the estimation of these metrics and the ultimate determination of fair value, this valuation methodology has been characterized as Level 3 in the fair value hierarchy.

 

  (e) Items Measured at Fair Value on a Recurring Basis

The following tables present for each of the fair value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2013 and 2012 (in thousands):

 

     Quoted
prices
in active
markets for
identical
assets and
liabilities
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
unobservable
inputs
(Level 3)
     Balance at
December
2013
 
     (unaudited)  

Assets:

           

Cash and cash equivalents

   $ 894         —              894   

Restricted cash

     —           —           —           —     

Real estate debt investments

     —           —           13,294         13,294   

Securities

     —           —           3,412         3,412   

 

   11    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

     Quoted
prices
in active
markets for
identical
assets and
liabilities
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
unobservable
inputs
(Level 3)
     Balance at
December
2013
 
     (unaudited)  

Assets:

           

Cash and cash equivalents

   $ 741         —           —           741   

Restricted cash

     1,000         —           —           1,000   

Real estate debt investments

     —           —           23,492         23,492   

Securities

     —           —           30         30   

 

   12    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

Changes in Level 3 Fair Value Measurements

The following is a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2013 and 2012 and 2011 (in thousands):

 

     Real estate        
     debt        
     investments     Securities  

Fair value, December 31, 2011

   $ 23,627        581   

Total realized and unrealized gains and losses included in statements of operations

     (1,404     (551

Repayments of securities, investments, and loans

     (3     —     

Advance on real estate debt investments

     1,272        —     
  

 

 

   

 

 

 

Fair value, December 31, 2012 (unaudited)

     23,492        30   

Total realized and unrealized gains and losses included in statements of operations

     (3,241     3,382   

Repayments of securities, investments, and loans

     (4     —     

Advance on real estate debt investments

     845        —     

Sale of investments and securities

     (7,798     —     
  

 

 

   

 

 

 

Fair value, December 31, 2013 (unaudited)

   $ 13,294        3,412   
  

 

 

   

 

 

 

Change in unrealized gain included in earnings related to the investments still held at December 31, 2013 (unaudited)

   $ 428        3,385   

Change in unrealized loss included in earnings related to the investments still held at December 31, 2012 (unaudited)

   $ (1,013     (544

 

   13    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

The following table presents additional quantitative information about assets measured at fair value as of December 31, 2013 and 2012 on a recurring and nonrecurring basis for which the Company has utilized Level 3 inputs to determine fair value (dollars in thousands).

 

December 31, 2013 (unaudited)

 

Financial instruments

   Fair value      Valuation technique    Unobservable
input
   Unobservable
input
value or range
  Weighted
average
 

Real estate debt investments

   $ 13,294       Discounted cash flow    Discount rate    7.267%     7.267

Securities

   $ 3,412       Discounted cash flow    Discount rate    62.63% to 73.90%     70.0

December 31, 2012 (unaudited)

 

Financial instruments

   Fair value      Valuation technique    Unobservable
input
   Unobservable
input
value or range
  Weighted
average
 

Real estate debt investments

   $ 23,492       Discounted cash flow    Discount rate    7.1% - 8.6%     7.88

 

  (f) Transfers between Level 1, Level 2, and Level 3 of the Fair Value Hierarchy

There were no transfers of assets or liabilities between Levels 1, 2, or 3 of the fair value hierarchy during the years ended December 31, 2013 and 2012.

 

(4) Real Estate Debt Investments

Real estate debt investments, consisting of whole loans, B-Note participation interests, and mezzanine loans, are held for investment and are carried at fair value. B-Notes are junior positions of whole loans. Mezzanine loans are loans that are subordinate to a conventional first mortgage loan, including B Notes and senior to the borrower’s equity in a transaction. These loans may be in the form of a junior participating interest in the senior debt. Mezzanine financing may take the form of loans collateralized by pledges of ownership interests in entities that directly or indirectly control the real property or subordinated loans collateralized by second mortgage liens on the property.

The Company’s methodology to fair value these investments considers amongst others, the collateral value of the underlying assets. The following table is a summary of the Company’s real estate debt investments at December 31, 2013 and 2012 (in thousands):

 

     2013 (unaudited)  
     Real estate         
     debt         
     investments         
     at fair value      Loan count  

Mezzanine loans

     13,294         2   
  

 

 

    

 

 

 

Total loans

   $ 13,294         2   
  

 

 

    

 

 

 

 

   14    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

     2012 (unaudited)  
     Real estate         
     debt         
     investments         
     at fair value      Loan count  

B-notes

   $ 10,622         3   

Mezzanine loans

     12,870         2   
  

 

 

    

 

 

 

Total loans

   $ 23,492         5   
  

 

 

    

 

 

 

The following table sets forth the maturity dates for the Company’s real estate debt investments at December 31, 2013 and 2012 (in thousands):

 

December 31, 2013 (unaudited)

 

Year of maturity (1)

   Number of
loan assets
maturing
     Principal
balance
     Fair value      Percentage
of total
 

2014

     —         $ —           —           —  

2015

     —           —           —           —     

2016

     2         12,893         13,294         100   

2017

     —           —           —           —     

2018 and thereafter

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total real estate debt investments

     2       $ 12,893         13,294         100
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Weighted average maturity is 2.78 years. The calculation of weighted average maturity is based upon the remaining initial term and does not take into account any maturity extension period or the ability to prepay the investment after a negotiated lock-out period, which may be available to the borrower.

 

December 31, 2012 (unaudited)

 

Year of maturity (1)

   Number of
loan assets
maturing
     Principal
balance
     Fair value      Percentage
of total
 

2013

     3       $ 11,897         10,622         45

2014

     —           —           —           —     

2015

     —           —           —           —     

2016

     2         12,896         12,870         55   

2017 and thereafter

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total real estate debt investments

     5       $ 24,793         23,492         100
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Weighted average maturity is 2.28 years. The calculation of weighted average maturity is based upon the remaining initial term and does not take into account any maturity extension period or the ability to prepay the investment after a negotiated lock-out period, which may be available to the borrower.

 

   15    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

The Company considers a loan to be nonperforming and places loans on nonaccrual status at such time as management determines it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan. While on nonaccrual status, based on the Company’s judgment as to collectibility of principal, loans are either accounted for on a cash basis, where interest income is recognized only upon actual receipt of cash, or on a cost-recovery basis, where all cash receipts reduce a loan’s carrying value. As of December 31, 2013, the Company had no nonaccrual loans.

Credit Risk Concentrations

Concentrations of credit risk arise when a number of borrowers, tenants, or issuers related to the Company’s investments are engaged in similar business activities or located in the same geographic location and are similarly affected by changes in economic conditions. The Company monitors its portfolio to identify potential concentrations of credit risk. The Company’s real estate debt investments contain debt investments collateralized with office buildings, and represent 100% of the unpaid principal balance and fair value of real estate debt investments as of December 31, 2013 and 2012.

As of December 31, 2013, two loans exceeded 10% of the Company’s assets and for the year ended December 31, 2013, there were two loans that generated more than 10% of the Company’s income. The two loans are collateralized by office buildings in Honolulu, Hawaii and East Hartford, Connecticut.

As of December 31, 2012, two loans exceeded 10% of the Company’s assets and for the year ended December 31, 2012, there were three loans that generated more than 10% of the Company’s income.

During the year ended December 31, 2013, the Company sold three loans for total proceeds of $7.8 million. The Company recognized a net realized loss of $3.7 million. The Company had recognized an accumulated unrealized loss of $0.2 million at the beginning of 2013.

During the year ended December 31, 2011, the Company sold eight loans for total proceeds of $56.7 million. The Company recognized a net realized gain of $7.1 million from the sale in 2011. The Company had recognized an accumulated unrealized gain of $4.7 million at the beginning of 2011.

 

(5) Securities Carried at Fair Value

The Company has a portfolio of loan securities that includes three investments at December 31, 2013 and 2012. These bonds are marked to fair value on a recurring basis.

 

   16    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

The cost and fair value of securities at fair value were as follows (in thousands):

 

     2013 (unaudited)  
     Par      Cost basis      Unrealized
gains
     Unrealized
(losses)
    Fair value  

CMBS:

             

Pool Bonds

   $ 15,390         1,119         3,385         (1,092     3,412   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total securities at fair value

   $ 15,390         1,119         3,385         (1,092     3,412   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

     2012 (unaudited)  
     Par      Cost basis      Unrealized
gains
     Unrealized
(losses)
    Fair value  

CMBS:

             

Pool Bonds

   $ 15,393         1,122            —           (1,092          30   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total securities at fair value

   $ 15,393         1,122         —           (1,092     30   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

The table below shows the fair value of investments in available-for-sale securities that have been in an unrealized loss position for less than 12 months or for 12 months or longer at December 31, 2013 and 2012 (in thousands):

 

     2013 (unaudited)  
     Less than 12 months      12 months or longer     Total  
     Fair value      Gross
unrealized
losses
     Fair value      Gross
unrealized
losses
    Fair value      Gross
unrealized
losses
 

CMBS:

                

Pool Bonds

   $ —           —           3,412         (1,092     3,412         (1,092
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total securities

   $ —           —           3,412         (1,092     3,412         (1,092
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

     2012 (unaudited)  
     Less than 12 months      12 months or longer     Total  
     Fair value      Gross
unrealized
losses
     Fair value      Gross
unrealized
losses
    Fair value      Gross
unrealized
losses
 

CMBS:

                

Pool Bonds

   $ —           —                30         1,092            30         1,092  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total securities

   $ —           —           30        1,092       30        1,092  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

   17    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

The following table presents the amortized cost and fair value of debt securities available for sale by contractual maturity dates as of December 31, 2013 and 2012 (in thousands).

 

     2013 (unaudited)  
     Cost      Fair value  

CMBS-Pool Bonds:

     

Due within 1 year

   $ 521         3,040   

After 1 but within 5 years

     598         372   
  

 

 

    

 

 

 

Total CMBS – Pool Bonds

   $ 1,119         3,412   
  

 

 

    

 

 

 

 

     2012 (unaudited)  
     Cost      Fair value  

CMBS-Pool Bonds:

     

Due within 1 year

   $ —           —     

After 1 but within 5 years

     1,122              30   
  

 

 

    

 

 

 

Total CMBS – Pool Bonds

   $ 1,122         30   
  

 

 

    

 

 

 

Changes in fair value of securities are reflected in the statements of operations as unrealized gain or losses on securities. During the years ended December 31, 2013 and 2012, the Company did not sell any securities.

Changes in fair value of securities are reflected in the statements of operations as unrealized gain or losses on securities. During the year ended December 31, 2011, the Company sold four securities for a total proceed of $370 thousand. The Company recognized a net realized loss of $757 thousand from the sale in 2011. The Company had recognized an accumulated unrealized loss of $659 thousand at the beginning of 2011.

 

(6) Variable Interest Entities

A reporting entity is required to perform an analysis to determine if its variable interests give it a controlling financial interest in a variable interest entity (VIE). The analysis required under ASC 810 identifies the primary beneficiary of a VIE as the entity having both of the following: (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. FASB’s accounting guidance on consolidation requires a VIE to be consolidated by its primary beneficiary.

In addition, a reporting entity must assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining if it has the power to direct the activities of the VIE that most significantly affect the entity’s economic performance. FASB requires ongoing reassessments of whether a reporting entity is the primary beneficiary of a VIE. Specifically, the list of reconsideration events includes a change in facts and circumstances where the holders of an equity investment at risk as a group lose the power to direct the activities of the entity that most significantly affect the entity’s economic performance. In addition, a troubled debt-restructuring is now defined as a reconsideration event.

 

   18    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

At December 31, 2013 and 2012, the Company had no real estate debt investments that were deemed a VIE.

 

(7) Discontinued Operations

The Company received expense reimbursements for insurance and real estate taxes of approximately $13,000 for the year ended December 31, 2012, related to an operating property held for sale and subsequently sold by the Company’s predecessor prior to the Company’s inception. The property was collateral on a loan that the Company’s predecessor obtained through foreclosure and was included in discontinued operations of Company’s predecessor. Therefore the Company included this reimbursement as income of discontinued operations.

 

(8) Commitment and Contingencies

In December 2011, Concord Real Estate CDO 2006-1, Ltd. (the CDO), Cedarwoods CRE CDO II, Ltd., Resource Real Estate Funding CDO 2006-1 Ltd., and TCG Holdings I LLC (collectively, the Plaintiffs), brought an action in New York Supreme Court (the trial court in New York) against Galante Holdings, Inc., Trimont Real Estate Advisors, Hotspur Resorts Nevada, Ltd. Aberdeen Realty Holdings, Ltd., Keycorp Real Estate Capital Markets, Inc., and Douglas S. Rohrer (collectively, the Defendants). The action sought to enjoin the sale of the mortgage loan relating to the JW Marriott Hotel in Las Vegas, Nevada (the JW Loan). Both Concord and CDO hold CMBS bonds for which the JW Loan is underlying asset.

As a condition to obtaining the injunction, in January 2012, the New York Appellate Court required that the Plaintiffs post a $2,000,000 surety bond. In this regard, one of the Plaintiffs (the Guaranteeing Plaintiff) agreed to guaranty the obligations under the surety bond. The CDO and each of the other Plaintiffs entered into an agreement with the Guaranteeing Plaintiff pursuant to which the CDO agreed to pay its pro rata share (25%) of any payments required to be made by the Guaranteeing-Plaintiff to the surety bond issuer as well as 50% of any amounts that the two other co-Plaintiffs were obligated to the extent they breached their obligations. Concord, which also holds a bond in the CMBS that contains the JW Loan, agreed to provide cash collateral for the CDO’s obligations to the guaranteeing Plaintiff. Accordingly, such amount is characterized as restricted funds. As of December 31, 2013, this litigation has been resolved in favor of the plaintiffs and the restricted funds released and returned to the Company.

 

   19    (Continued)


CONCORD DEBT HOLDINGS LLC

Notes to Consolidated Financial Statements

December 31, 2013 (unaudited), 2012 (unaudited) and 2011

 

(9) Related-Party Transactions

For the years ended December 31, 2013, 2012 and 2011, the Company received advancing agent fees from Concord CDO in the amount of $41,000, $48,000 and $57,000, respectively.

CDH-CDO LLC, a related party to the Company, assumed the equity interest in the property secured by a $10 million real estate debt investments held by the Company. The investments were scheduled to mature in July 2013. The property was sold on August 29, 2013.

For the year ended December 31, 2011, the Company sold real estate debt investments and securities to an affiliate of Winthrop for net proceeds of $29,000,000 which was also the carrying value at the time of sale.

 

(10) Subsequent Events

In connection with the preparation of the consolidated financial statements, the Company evaluated subsequent events through March 7, 2012, which was the date the consolidated financial statements were available to be issued.

 

   20