References in this quarterly report to "we," "us" or the "Company" refer to
ACRES Commercial Realty Corp. The following discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the consolidated financial statements and accompanying notes
appearing elsewhere in this report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements



This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking statements can
generally be identified by our use of forward-looking terminology such as "may,"
"will," "continue," "expect," "intend," "anticipate," "estimate," "believe,"
"look forward" or other similar words or terms. Because such statements include
risks, uncertainties and contingencies, actual results may differ materially
from the expectations, intentions, beliefs, plans or predictions of the future
expressed or implied by such forward-looking statements. For information
identifying important factors that could cause actual results to differ
materially from those anticipated in the forward-looking statements, including,
without limitation, factors impacting whether we will be able to maintain our
sources of liquidity and whether we will be able to identify sufficient suitable
investments to increase our originations, please refer to the Risk Factors
section of the Company's Annual Report on Form 10-K for the year ended December
31, 2022 filed with the U.S. Securities and Exchange Commission (the "SEC").
Except as expressly required by applicable securities law, the Company disclaims
any intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.

Overview



We are a Maryland corporation and an externally managed real estate investment
trust ("REIT") that is primarily focused on originating, holding and managing
commercial real estate ("CRE") mortgage loans and equity investments in
commercial real estate properties through direct ownership and joint ventures.
Our manager is ACRES Capital, LLC (our "Manager"), a subsidiary of ACRES Capital
Corp. (collectively, "ACRES"), a private commercial real estate lender
exclusively dedicated to nationwide middle market CRE lending with a focus on
multifamily, student housing, hospitality, office and industrial property in top
United States ("U.S.") markets. Our Manager draws upon the management team of
ACRES and its collective investment experience to provide its services. Our
objective is to provide our stockholders with total returns over time, including
quarterly distributions and capital appreciation, while seeking to manage the
risks associated with our investment strategies as well as to maximize long-term
stockholder value by maintaining stability through our available liquidity and
diversified CRE loan portfolio.

In December 2019, a novel strain of coronavirus ("COVID-19") was identified. The
resulting spread of COVID-19 throughout the globe led the World Health
Organization to designate COVID-19 as a pandemic and numerous countries,
including the U.S, to declare national emergencies. Many countries responded to
the initial and ensuing outbreaks of COVID-19 by instituting quarantines and
restrictions on travel and limiting operations of non-essential offices and
retail centers, which resulted in the closure or remote operation of
non-essential businesses, increased rates of unemployment and market disruption
in connection with the economic uncertainty. The aforementioned quarantines and
travel restrictions contributed significantly to economic disruptions across the
country that directly impacted our borrowers and their ability to pay and to
stay current with their debt obligations in 2020 and 2021, causing significant
increases in our provisions for credit losses. During the height of the
pandemic, we used a variety of legal and structural options to manage credit
risk effectively, including through forbearance and extension provisions or
other agreements.

Due in large part to the development and distribution of vaccines and other
treatments, the U.S. and other countries around the world have eased or removed
restrictions entirely, financial markets are more liquid, collateral performance
has improved and unemployment rates have stabilized to some degree; as such, at
March 31, 2023, we have substantially reversed provisions for credit losses
related to macroeconomic factors impacted by COVID-19. For additional discussion
with respect to the potential impact of COVID-19 on our liquidity and capital
resources, see "Liquidity and Capital Resources."

Currently, domestic and global markets are grappling with managing rising
inflation rates, supply chain disruptions and energy market dislocations. These
additional market pressures are manifesting themselves in higher consumer prices
and have led domestic and global monetary policy makers to raise historically
low short-term interest rates at rates much faster than originally anticipated
by domestic and global financial markets in hopes of containing inflation and
staving off or tempering an economic recession. The U.S. Federal Reserve has
raised the Federal Funds rate by 5.00% in ten rate hikes between March 2022 and
May 2023 to combat inflation, and more rate hikes may be expected to occur in
the near future. These increases in the cost of capital and goods are expected
to cause

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short-term dislocations in various investment and financing markets in which we participate as we and other market participants adjust to the new financing environment.



We continuously monitor the effects of domestic and global events, including but
not limited to the current and expected impacts of inflation, labor shortages,
supply chain matters and rising interest rates, on our operations and financial
position to ensure that we remain responsive and adaptable to the dynamic
changes in our operating environment. However, it is inherently difficult to
accurately assess the continuing impact of domestic or global macroeconomic
events on our revenues, profitability and financial position. In response, we
continue to actively and responsibly manage corporate liquidity and operations
in light of changing macroeconomic circumstances, and our Manager continuously
monitors for new capital opportunities and executes on agreements that are
expected to enhance our returns.

We target originating transitional floating-rate CRE loans between $10.0 million
and $100.0 million. In March 2020, due to the market disruptions caused by the
COVID-19 pandemic, we halted loan originations to manage our liquidity. In
conjunction with the capital commitments secured through the ACRES acquisition,
we resumed originating floating-rate CRE loans in November 2020. During the year
ended December 31, 2022, we originated 19 floating-rate CRE whole loans with
total commitments of $610.8 million. Loan payoffs during the year ended December
31, 2022 were $399.6 million and net unfunded commitments were $21.2 million,
producing a net increase to the portfolio of $190.0 million. During the three
months ended March 31, 2023, we originated one floating-rate CRE whole loan,
with a total commitment of $16.0 million. Loan payoffs during the three months
ended March 31, 2023 were $94.1 million and net funded commitments were $13.7
million, producing a net decrease to the portfolio of $64.4 million.

Our CRE loan portfolio, which had $2.0 billion carrying values at both March 31, 2023 and December 31, 2022, comprised:


First mortgage loans, which we refer to as whole loans. These loans are
typically secured by first liens on CRE property, including the following
property types: multifamily, office, hotel, self-storage, retail, student
housing, manufactured housing, industrial, healthcare and mixed-use. At both
March 31, 2023 and December 31, 2022, our whole loans had a carrying value of
$2.0 billion or 100.0% of the CRE loan portfolio. All but three of our CRE whole
loans were current on contractual payments at March 31, 2023, one of which was
made current with respect to debt service in April 2023.


Mezzanine debt is senior to the borrower's equity but is subordinated to other
third-party debt. These loans are subordinated CRE loans, usually secured by a
pledge of the borrower's equity ownership in the entity that owns the property
or by a second lien mortgage on the property. At both March 31, 2023 and
December 31, 2022, our mezzanine loans had no carrying value.

We generate our income primarily from the spread between the revenues we receive
from our assets and the cost to finance our ownership of those assets, including
corporate debt.

While the CRE whole loans included in the CRE loan portfolio are substantially
composed of floating-rate loans benchmarked to the Secured Overnight Financing
Rate ("SOFR"), asset yields are protected through the use of benchmark floors
and minimum interest periods that typically range from 12 to 18 months at the
time of a loan's origination. Our benchmark floors provide asset yield
protection when the benchmark rate falls below an in-place benchmark floor. Our
net investment returns are enhanced by a decline in the cost of our
floating-rate liabilities that do not have benchmark floors. Our net investment
returns will be negatively impacted by the rising cost of our floating-rate
liabilities that do not have floors until the benchmark rate is above the
benchmark floor, at which point our floating-rate loans and floating-rate
liabilities will be match funded, effectively locking in our net interest margin
until the benchmark floor rate is activated again or the floating-rate loan is
paid off or refinanced.

In a business environment where benchmark interest rates are increasing
significantly, cash flows of the CRE assets underlying our loans may not be
sufficient to pay debt service on our loans, which could result in
non-performance or default. We partially mitigate this risk by generally
requiring our borrowers to purchase interest rate cap agreements with
non-affiliated, well-capitalized third parties and by selectively requiring our
borrowers to have and maintain debt service reserves. These interest rate caps
generally mature prior to the maturity date of the loan and the borrowers are
required to pay to extend them. In most cases the sponsors will need to fund
additional equity into the properties to cover these costs as the property may
not generate sufficient cash flow to pay these costs. At March 31, 2023, 93.5%
of the par value of our CRE loan portfolio had interest rate caps in place with
a weighted-average maturity of 0.9 years.

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At March 31, 2023, our $2.0 billion floating-rate CRE loan portfolio, at par,
which includes one whole loan without a benchmark floor, had a weighted average
benchmark floor of 0.66%. At December 31, 2022, our par-value $2.1 billion
floating-rate CRE loan portfolio, which included one loan without a benchmark
floor, had a weighted average benchmark floor of 0.68%. With the trend of rising
benchmark interest rates in 2022 and 2023, we have seen the coupons on all of
our floating-rate assets and debt rise accordingly. Because we have equity
invested in each floating-rate loan, and because in all instances the benchmark
interest rates are above our loan floors, the rise in interest rates expected by
the market will result in an increase in our net interest income. See "Interest
Rate Risk" in "Item 3: Quantitative and Qualitative Disclosures About Market
Risk."

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Our portfolio comprises loans with a diverse array of collateral types. We increased our multifamily portfolio allocation to 76.2% at March 31, 2023 up from 75.2% at December 31, 2022. The following charts show our portfolio allocation by property type at March 31, 2023 and December 31, 2022:

[[Image Removed: img81404349_1.jpg]][[Image Removed: img81404349_2.jpg]]



From time to time, we may acquire real estate property through direct equity
investments or as a result of our lending activities. At March 31, 2023, the
total carrying value of our net real estate-related assets and liabilities was
$97.2 million on four properties owned. The existence of net capital loss
carryforwards available until December 31, 2025, allows for potential future
capital gains on these investments to be shielded from income taxes.
Additionally, at March 31, 2023, our investments in real estate comprise one
hotel property with a carrying value of $37.4 million, classified as property
held for sale of $40.4 million offset by liabilities held for sale of $3.0
million.

We use leverage to enhance our returns. The cost of borrowings to finance our
investments is a significant part of our expenses. Our net interest income
depends on our ability to control these expenses relative to our revenue. Our
CRE loans may initially be financed with term facilities, such as CRE loan
warehouse financing facilities, in anticipation of their ultimate
securitization. We ultimately seek to finance our CRE loans through the use of
non-recourse long-term, match-funded CRE debt securitizations.

Our asset-specific borrowings comprised CRE debt securitizations, term warehouse
financing facilities, senior secured financing facility, mortgage payable and
construction loans. In May 2021, we closed ACRES Commercial Realty 2021-FL1
Issuer, Ltd.

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("ACR 2021-FL1"), a new CRE debt securitization financing $802.6 million of CRE
loans with $675.2 million of non-recourse, floating-rate notes at a weighted
average cost of one-month LIBOR plus 1.49%. Simultaneously, we executed the
optional redemption on Exantas Capital Corp. 2019-RSO7, Ltd. ("XAN 2019-RSO7")
and paid off the remaining notes. In December 2021, we closed ACRES Commercial
Realty 2021-FL2 Issuer, Ltd. ("ACR 2021-FL2"), a new CRE debt securitization
financing $700.0 million of CRE loans with $567.0 million of non-recourse,
floating-rate notes at a weighted average cost of one-month LIBOR plus 1.80%.
Each of these 2021 CLOs provides for a two-year reinvestment period that allows
us to reinvest CRE loan payoffs and principal paydown proceeds into the
securitizations, pending certain eligibility criteria are met and rating agency
approval is obtained. The reinvestment feature of the securitizations will allow
us to extend the securitizations' financing lives at favorable interest rates
through the reinvestment of loan payoff proceeds into new loans.

In February 2022 and March 2022, we exercised the optional redemptions of Exantas Capital Corp. 2020-RSO8, Ltd. ("XAN 2020-RSO8") and Exantas Capital Corp. 2020-RSO9, Ltd. ("XAN 2020-RSO9"), respectively, and all of the outstanding senior notes were paid off from the sales proceeds of certain of the securitizations' assets.



At March 31, 2023 and December 31, 2022, we had an outstanding balance of $1.2
billion on CRE debt securitizations, or 68.2% and 66.1%, respectively, of total
outstanding borrowings. At March 31, 2023 and December 31, 2022, we had
outstanding balances on our term warehouse financing facilities of $311.3
million and $328.3 million, respectively, or 17.2% and 17.6%, respectively, of
total outstanding borrowings. At March 31, 2023 and December 31, 2022, we had
outstanding borrowings on our senior secured financing facility of $49.9 million
and $87.9 million, respectively, or 2.8% and 4.7%, respectively, of total
outstanding borrowings. At March 31, 2023 and December 31, 2022, we had $18.3
million and $18.2 million, respectively, of outstanding borrowings on our
mortgage payable, or 1.0% and 1.0%, respectively, of total outstanding
borrowings. At March 31, 2023, we had two construction loans that have not been
drawn upon.

In February 2022, we repurchased $39.8 million par value of our 4.50%
convertible senior notes due 2022 ("4.50% Convertible Senior Notes"). In
conjunction with the repurchase, we accelerated $460,000 of the convertible note
discount, which was recorded as an extinguishment of debt cost, and $114,000 of
deferred debt issuance costs, which were recorded in interest expense. In August
2022, the remaining $48.2 million of outstanding notes were paid off upon
maturity at par.

In January 2020, we adopted updated accounting guidance that replaced the
incurred loss approach with the CECL model for the determination of our
allowance for loan losses. We reevaluate our CECL allowance quarterly,
incorporating our current expectations of macroeconomic factors considered in
the determination of our CECL reserves. At March 31, 2023, the CECL allowance on
our CRE loan portfolio was $23.9 million, or 1.2% of our $2.0 billion loan
portfolio. At December 31, 2022, the CECL allowance on our CRE loan portfolio
was $18.8 million, or 0.9% of our $2.1 billion loan portfolio.

During the three months ended March 31, 2023, we recorded a provision for credit
losses primarily attributable to modeled increases in expected general portfolio
credit risk and, to a lesser extent, to a general decline in macroeconomic
conditions. For the year ended December 31, 2022, we recorded a net provision
for credit losses, which at the time, reflected changes in macroeconomic
conditions and a specific, full reserve on one mezzanine loan with a par value
of $4.7 million, which was delinquent with respect to debt service.

Additionally, the steady decline in our CECL reserves from our highest reserve
balance in June 30, 2020 of $61.1 million, or 3.4% of the par balance of our CRE
loan portfolio, to our current reserve balance at March 31, 2023 of $23.9
million, or 1.2% of the par balance of our CRE loan portfolio, has been due to
the following: the successful resolution of our individually evaluated loans
with specific reserves, the overall newer vintage of our CRE loan portfolio
(with 11.6% of the portfolio, at March 31, 2023, being originated prior to the
fourth quarter of 2020) as well as the increasing percentage allocation of our
CRE loan portfolio to multifamily loans over time. Multifamily loans have
historically had the lowest credit losses of any asset class for us and as a
sample population in the third-party model that we use to support our CECL
reserves. Our percentage allocation of our CRE loan portfolio to multifamily has
grown from 58.4% at June 30, 2020 to 76.2% at March 31, 2023.

During the three months ended March 31, 2023, we recorded no charge-offs.



We historically used derivative financial instruments, including interest rate
swaps, to hedge a portion of the interest rate risk associated with our
borrowings. In April 2020, we terminated all interest rate hedges in conjunction
with the disposition of our financed commercial mortgage-backed securities
("CMBS") portfolio. At March 31, 2023 and December 31, 2022, we had unrealized
losses in connection with the terminated hedges of $6.2 million and $6.6
million, respectively, which will be amortized into interest expense over the
remaining life of the debt. During the three months ended March 31, 2023, we
recognized amortization expense on these terminated contracts of $416,000.

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Common stock book value was $24.51 per share at March 31, 2023, a $0.03 per
share decrease from December 31, 2022, primarily resulting from the accretive
benefit of our board of directors, or our Board-approved common stock repurchase
program, offset by net losses from operations incurred during the quarter.

Impact of Reference Rate Reform



As discussed in the "Overview" section above, at March 31, 2023, all of our CRE
whole loans are benchmarked to one-month Term SOFR and our asset-specific
borrowings are primarily benchmarked to one-month LIBOR and one-month Term SOFR.
In March 2021, the United Kingdom's Financial Conduct Authority announced that
it would cease publication of the one-week and two-month USD LIBOR immediately
after December 31, 2021 and cease publication of the remaining tenors
immediately after June 30, 2023. In July 2021, the U.S. Federal Reserve, in
conjunction with the Alternative Reference Rates Committee, a steering committee
comprised of large U.S. financial institutions, has identified SOFR as its
preferred alternative rate for LIBOR.

All variable rate loans originated by us beginning January 1, 2022 have been
benchmarked to SOFR. Additionally, all of our floating-rate whole loans contain
provisions that provide for the transition of the contractual benchmark interest
rate to an alternative rate. At March 31, 2023, our loan portfolio had a
carrying value of $2.0 billion of floating rate loans, all of which have
interest rates tied to SOFR.

In September 2021 and January 2022, the term warehouse financing facilities with
JPMorgan Chase Bank, N.A. ("JPMorgan Chase") and Morgan Stanley Mortgage Capital
Holdings LLC ("Morgan Stanley"), respectively, were amended to allow for the
transition to alternative rates, including rates tied to SOFR, subject to
benchmark transition events. Additionally, during the year ended December 31,
2022, we entered into a loan agreement to finance the acquisition of a student
housing complex, which uses SOFR as its benchmark interest rate. At March 31,
2023, we had $1.7 billion of floating rate borrowings, 78.0% or $1.3 billion of
which have interest rates tied to LIBOR and 22.0% or $366.1 million of which
have interest rates tied to SOFR.

We expect to complete the process of converting our LIBOR-based borrowings to an applicable benchmark interest rate during 2023.



The transition from LIBOR to SOFR or to another alternative rate may result in
financial market disruptions and significant increases in benchmark interest
rates, resulting in increased financing costs to us, any of which could have an
adverse effect on our business, results of operations, financial condition, and
the market price of our common stock. Further discussion of the risk related to
ongoing reference rate reform is provided in the section entitled "Risk Factors"
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Results of Operations



Our net loss allocable to common shares for the three months ended March 31,
2023 was $2.4 million or $0.28 per share-basic ($0.28 per share-diluted), as
compared to net loss allocable to common shares for the three months ended March
31, 2022 of $2.8 million, or $0.30 per share-basic ($0.30 per share-diluted).

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Net Interest Income

The following tables analyze the change in interest income and interest expense
for the comparative three months ended March 31, 2023 and 2022 by changes in
volume and changes in rates. The changes attributable to the combined changes in
volume and rate have been allocated proportionately, based on absolute values,
to the changes due to volume and changes due to rates (dollars in thousands,
except amounts in footnotes):


                                                  Three Months Ended March

31, 2023 Compared to Three Months Ended March


                                                                                 31, 2022
                                                                                                   Due to Changes in
                                                                       Percent
                                                 Net Change           Change (1)               Volume              Rate
Increase (decrease) in interest income:
CRE whole loans (2)                              $   21,946                     97 %         $    2,075         $   19,871
Legacy CRE loan                                         (29 )                 (100 )%               (29 )                -
CRE mezzanine loan                                     (104 )                  (89 )%                 -               (104 )
Other                                                   840                  4,421 %                 (5 )              845
Total increase in interest income                    22,653                    100 %              2,041             20,612

Increase (decrease) in interest expense:
Securitized borrowings: (3)
XAN 2020-RSO8 Senior Notes                           (1,208 )                 (100 )%            (1,208 )                -
XAN 2020-RSO9 Senior Notes                             (956 )                 (100 )%              (956 )                -
ACR 2021-FL1 Senior Notes                             7,352                    231 %                  -              7,352
ACR 2021-FL2 Senior Notes                             6,174                    194 %                  -              6,174
Senior secured financing facility (3)                 1,043                    203 %              1,021                 22
CRE - term warehouse financing facilities (3)         5,074                    490 %              2,990              2,084
4.50% Convertible Senior Notes (3)                   (1,356 )                 (100 )%            (1,356 )                -
5.75% Senior Unsecured Notes (3)                         10                      0 %                 10                  -
12.00% Senior Unsecured Notes (3)                      (178 )                 (100 )%              (178 )                -
Unsecured junior subordinated debentures                576                    107 %                  -                576
Hedging                                                 (63 )                  (14 )%               (63 )                -
Total increase in interest expense                   16,468                    110 %                260             16,208
Net increase in net interest income              $    6,185                                  $    1,781         $    4,404



(1)
Percent change is calculated as the net change divided by the respective
interest income or interest expense for the three months ended March 31, 2022.
(1)
Includes an increase in fee income of $11,000 recognized on our CRE whole loans
that was due to changes in volume.
(2)
Includes decreases in amortization expense of $1.1 million, $106,000, $595,000
and $178,000 on our securitized borrowings, CRE - term warehouse financing
facilities, 4.50% Convertible Senior Notes and 12.00% senior unsecured notes,
respectively, and increases in amortization expense of $30,000 and $10,000 on
our senior secured financing facility and 5.75% Senior Unsecured Notes,
respectively, that were due to changes in volume.

Net Change in Interest Income for the Comparative three months ended March 31, 2023 and 2022:

Aggregate interest income increased by $22.7 million for the comparative three months ended March 31, 2023 and 2022. We attribute the changes to the following:



CRE whole loans. The increase of $21.9 million for the comparative three months
ended March 31, 2023 and 2022 was primarily attributable to an increase in the
benchmark rates over the comparative periods, and to a lessor extent, a net
increase in the size of the total loan portfolio.

Net Change in Interest Expense for the Comparative three months ended March 31, 2023 and 2022:

Aggregate interest expense increased by $16.5 million for the comparative three months ended March 31, 2023 and 2022. We attribute the changes to the following:



Securitized borrowings. The net increase of $11.4 million for the comparative
three months ended March 31, 2023 and 2022, respectively, was primarily
attributable to an increase in benchmark rates over the comparative periods. The
increase was partially offset by the liquidations of XAN 2020-RSO8 and XAN
2020-RSO9.

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Senior secured financing facility. The increase of $1.0 million for the comparative three months ended March 31, 2023 and 2022 was primarily attributable to increased utilization of the senior secured financing facility.



CRE - term warehouse financing facilities. The increase of $5.1 million for the
comparative three months ended March 31, 2023 and 2022 was attributable to the
increased utilization of these facilities as well as an increase in benchmark
rates over the comparative periods.

4.50% Convertible Senior Notes. The decrease of $1.4 million for the comparative
three months ended March 31, 2023 and 2022 was primarily attributable to the
redemption of the remaining $88.0 million of these notes during the year ended
December 31, 2022.

Unsecured junior subordinated debentures. The increase of $576,000 for the
comparative three months ended March 31, 2023 and 2022 was attributable to an
increase in the benchmark interest rate for our unsecured junior subordinated
debentures, over the comparative periods.

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Average Net Yield and Average Cost of Funds:



The following tables present the average net yield and average cost of funds for
the three months ended March 31, 2023 and 2022 (dollars in thousands, except
amounts in footnotes):


                                            Three Months Ended March 31, 2023                         Three Months Ended March 31, 2022
                                                          Interest        Average Net                               Interest        Average Net
                                      Average              Income        Yield (Cost of         Average              Income        Yield (Cost of
                                   Amortized Cost        (Expense)         Funds) (1)        Amortized Cost        (Expense)         Funds) (1)
Interest-earning assets
CRE whole loans, floating-rate
(2)                                $    2,011,599       $     44,457               8.96 %    $    1,883,227       $     22,511               4.85 %
Legacy CRE loan                                 -                  -                  - %               640                 29              18.08 %
CRE mezzanine loan                          4,700                 13               1.09 %             4,700                117               9.96 %
Other                                     111,119                859               3.14 %           136,673                 19               0.06 %
Total interest income/average
net yield                               2,127,418             45,329               8.64 %         2,025,240             22,676               4.54 %
Interest-bearing liabilities
Collateralized by:
CRE whole loans (3)                     1,621,061            (27,556 )            (6.89 )%        1,481,354            (10,077 )            (2.67 )%
General corporate debt:
Unsecured junior subordinated
debentures                                 51,548             (1,115 )            (8.65 )%           51,548               (539 )            (4.18 )%
4.50% Convertible Senior Notes
(4)                                             -                  -                  - %            67,076             (1,356 )            (8.09 )%
5.75% Senior Unsecured Notes (5)          147,585             (2,311 )            (6.35 )%          146,986             (2,301 )            (6.35 )%
12.00% Senior Unsecured Notes
(6)(7)                                          -                  -                  - %                 -               (178 )                - %
Hedging (8)                                     -               (393 )                - %                 -               (456 )                - %
Total interest expense/average
cost of funds                           1,820,194            (31,375 )            (6.90 )%        1,746,964            (14,907 )            (3.23 )%
Total net interest income                               $     13,954                                              $      7,769



(1)
Average net yield includes net amortization/accretion and fee income and is
computed based on average amortized cost.
(2)
Includes fee income of $2.1 million on our floating-rate CRE whole loans for
both the three months ended March 31, 2023 and 2022.
(3)
Includes amortization expense of $1.3 million and $2.5 million for the three
months ended March 31, 2023 and 2022, respectively, on our interest-bearing
liabilities collateralized by CRE whole loans.
(4)
Includes amortization expense of $595,000 for the three months ended March 31,
2022.
(5)
Includes amortization expense of $155,000 and $145,000 for the three months
ended March 31, 2023 and 2022, respectively.
(6)
Includes amortization expense of $178,000 for the three months ended March 31,
2022.
(7)
The outstanding par balance of our 12.00% Senior Unsecured Notes was redeemed in
full in August 2021. At any time and from time to time prior to July 31, 2022,
we were permitted to elect to issue up to $75.0 million of principal of
additional notes. The interest expense incurred during the three months ended
March 31, 2022 comprised amortization of deferred debt issuance costs on the
remaining availability.
(8)
Includes net amortization expense of $393,000 and $456,000 for the three months
ended March 31, 2023 and 2022, respectively, on 20 and 22 terminated interest
rate swap agreements, respectively, that were in net loss positions at the time
of termination. The remaining net losses, reported in accumulated other
comprehensive loss on the consolidated balance sheets, will be accreted over the
remaining life of the debt.

Real Estate Income and Other Revenue

The following table sets forth information relating to our real estate income and other revenue for the periods presented (dollars in thousands):



                                             For the Three Months Ended
                                                      March 31,
                                              2023                2022          Dollar Change       Percent Change
Real estate income and other revenue:
Real estate income                         $     7,071         $     3,138     $         3,933                  125 %
Other revenue                                       33                  16                  17                  106 %
Total                                      $     7,104         $     3,154     $         3,950                  125 %




Aggregate real estate income and other revenue increased by $4.0 million for the
comparative three months ended March 31, 2023 and 2022. We primarily attribute
the changes to the acquisition of two revenue-generating properties in the
second quarter of 2022. Additionally, real estate income at our hotel property
acquired in 2020 benefited from increased personal and business travel resulting
from lifted COVID-19 restrictions that occurred late in the spring of 2022. In
the third quarter 2022, we received the deed-in-lieu of foreclosure on a hotel
property that also contributed to the increase in real estate income for two of
the three months ended March 31, 2023 prior to being sold.

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Operating Expenses

The following tables set forth information relating to our operating expenses for the periods presented (dollars in thousands):




                                            For the Three Months Ended
                                                     March 31,
                                             2023                2022          Dollar Change       Percent Change
Operating expenses:
General and administrative                $     2,979         $     3,457     $          (478 )                (14 )%
Real estate expenses                            8,860               4,794               4,066                   85 %
Management fees - related party                 1,773               1,682                  91                    5 %
Equity compensation - related party               894                 744                 150                   20 %
Corporate depreciation and amortization            23                  22                   1                    5 %
Provision for (reversal of) credit
losses, net                                     5,096              (1,802 )             6,898                  383 %
Total                                     $    19,625         $     8,897     $        10,728                  121 %


Aggregate operating expenses increased by $10.7 million for the comparative three months ended March 31, 2023 and 2022. We attribute the changes to the following:



General and administrative. General and administrative expenses decreased by
$478,000 for the comparative three months ended March 31, 2023 and 2022. The
following table summarizes the information relating to our general and
administrative expenses for the periods presented (dollars in thousands):


                                            For the Three Months Ended
                                                     March 31,
                                             2023                2022          Dollar Change       Percent Change

General and administrative
Professional services                     $     1,520         $     1,892     $          (372 )                (20 )%
Wages and benefits                                391                 360                  31                    9 %
D&O insurance                                     319                 356                 (37 )                (10 )%
Operating expenses                                268                 159                 109                   69 %
Director fees                                     206                 337                (131 )                (39 )%
Dues and subscriptions                            203                 205                  (2 )                 (1 )%
Tax penalties, interest & franchise tax            66                 139                 (73 )                (53 )%
Travel                                              6                   9                  (3 )                (33 )%
Total                                     $     2,979         $     3,457     $          (478 )                (14 )%




The decrease in general and administrative expense for the comparative three
months ended March 31, 2023 and 2022 was primarily attributable to a decrease in
professional services in connection with (i) legal expenses incurred during the
three months ended March 31, 2022 pertaining to the liquidation of 2020-RSO8 and
2020-RSO9 compounded by reimbursement from a borrower for legal costs during the
three months ended March 31, 2023 and (ii) the timing of CRE valuations for the
year end audit.

Real estate expenses. The increase of $4.1 million for the comparative three
months ended March 31, 2023 and 2022 was primarily attributable to the
acquisition of two properties, a hotel and a student housing complex in April
2022, as well as increased operating expenses incurred on a hotel property
acquired in November 2020 due to growth in its operations in the current year
and incremental operating expenses incurred on a hotel property on which we
received the deed-in-lieu of foreclosure in July 2022. The increase for the
comparative three months was partially offset by the sale of an office property
in September 2022, as well as a decrease in depreciation expense on one office
property acquired in October 2021 over the comparative periods.

Provision for (reversal of) credit losses, net. The provision for credit losses
of $5.1 million for the three months ended March 31, 2023 was primarily
attributable to modeled increases in expected general portfolio credit risk as
well as a general decline in macroeconomic conditions. The reversal of credit
losses of $1.8 million for the three months ended March 31, 2022 was
attributable to overall, general improvements in expected macroeconomic
conditions and improvements in property-level operations on loan collateral.

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Other Income (Expense)

The following table sets forth information relating to our other income (expense) incurred for the periods presented (dollars in thousands):




                                           For the Three Months Ended March 31,
                                               2023                     2022          Dollar Change       Percent Change
Other income (expense):
Loss on extinguishment of debt            $             -           $       (460 )   $           460                 (100 )%
Gain on sale of real estate                           745                      -                 745                  100 %
Other income                                          110                    798                (688 )                (86 )%
Total                                     $           855           $        338     $           517                  153 %



Aggregate other income increased $517,000 for the comparative three months ended March 31, 2023 and 2022. We attribute the changes to the following:



Loss on extinguishment of debt. There were no losses on extinguishment of debt
in the three months ended March 31, 2023. The loss of $460,000 for the three
months ended March 31, 2022 was attributable to non-cash losses in connection
with the ratable acceleration of the 4.50% Convertible Senior Notes' market
discount due to the partial redemption of our 4.50% Convertible Senior Notes in
February 2022.

Gain on sale of real estate. The increase of $745,000 for the comparative three
months ended March 31, 2023 and 2022 was attributed to the sale of a hotel
property in the Northeast region in February 2023 that generated $745,000 of
non-recurring gains.

Other Income. The decrease of $688,000 during the comparative three months ended
March 31, 2023 and 2022, was primarily attributable to a loan recovery received
on a middle market loan that was previously charged off during the three months
ended March 31, 2022. During the three months ended March 31, 2023, no loan
recoveries occurred.

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Financial Condition

Summary

Our total assets were $2.3 billion and $2.4 billion at March 31, 2023 and December 31, 2022, respectively.

Investment Portfolio



The tables below summarize the amortized cost and net carrying amount of our
investment portfolio, classified by asset type, at March 31, 2023 and December
31, 2022 as follows (dollars in thousands, except amounts in footnotes):


                                                                                                   Weighted
                                                                Net Carrying       Percent of      Average
           At March 31, 2023                Amortized Cost       Amount (1)        Portfolio        Coupon
Loans held for investment:
CRE whole loans, floating-rate             $      1,990,090     $   1,970,891            93.55 %    8.62%
CRE mezzanine loan                                    4,700                 -             0.00 %    10.00%
                                                  1,994,790         1,970,891            93.55 %
Other investments:
Investments in unconsolidated entities                1,548             1,548             0.07 %   N/A (4)
Investments in real estate (2)                       97,205            97,205             4.61 %   N/A (4)
Property held for sale (3)                           37,352            37,352             1.77 %   N/A (4)
                                                    136,105           136,105             6.45 %

Total investment portfolio                 $      2,130,895     $   2,106,996           100.00 %


                                                                                                   Weighted
                                                                Net 

Carrying Percent of Average


          At December 31, 2022              Amortized Cost       Amount (1)        Portfolio        Coupon
Loans held for investment:
CRE whole loans, floating-rate             $      2,052,890     $   2,038,787            93.56 %    7.99%
CRE mezzanine loan                                    4,700                 -             0.00 %    10.00%
                                                  2,057,590         2,038,787            93.56 %
Other investments:
Investments in unconsolidated entities                1,548             1,548             0.07 %   N/A (4)
Investments in real estate (2)                       88,132            88,132             4.04 %   N/A (4)
Property held for sale (3)                           50,744            50,744             2.33 %   N/A (4)
                                                    140,424           140,424             6.44 %

Total investment portfolio                 $      2,198,014     $   2,179,211           100.00 %



(1)
Net carrying amount includes an allowance for credit losses of $23.9 million and
$18.8 million at March 31, 2023 and December 31, 2022, respectively.
(2)
Includes real estate-related right of use assets of $19.4 million and $19.5
million, mortgage payable of $18.3 million and $18.2 million, intangible assets
of $8.6 million and $8.9 million, lease liabilities of $43.0 million and $42.9
million and other liabilities of $55,000 and $64,000 at March 31, 2023 and
December 31, 2022, respectively.
(3)
Includes property held for sale-related liabilities of $3.0 million at both
March 31, 2023 and December 31, 2022.
(4)
There are no stated rates associated with these investments.

CRE loans. During the three months ended March 31, 2023, we originated a $16.0
million floating-rate CRE whole loan commitment (of which $1.2 million was an
unfunded loan commitment), funded $14.9 million of previously unfunded loan
commitments and received $94.1 million in proceeds from loan payoffs and
paydowns.

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The following is a summary of our loans (dollars in thousands, except amounts in
footnotes):


                                                        Unamortized                              Allowance                            Contractual
                                                         (Discount)                              for Credit                            Interest       Maturity
      Description          Quantity    Principal      Premium, net (1)      Amortized Cost         Losses         Carrying Value       Rates (2)    Dates (3)(4)
At March 31, 2023:
                                                                                                                                      1M BR plus
                                                                                                                                      2.86% to 1M
                                                                                                                                        BR plus      April 2023
Whole loans (5)(6)            78      $ 2,001,105     $        (11,015 )   $      1,990,090     $    (19,199 )   $      1,970,891        8.61%      to July 2026
Mezzanine loan (5)            1             4,700                    -                4,700           (4,700 )                  -       10.00%       June 2028
Total                                 $ 2,005,805     $        (11,015 )   $      1,994,790     $    (23,899 )   $      1,970,891

At December 31, 2022:
                                                                                                                                      1M BR plus
                                                                                                                                      2.85% to 1M
                                                                                                                                        BR plus     January 2023
Whole loans (5)(6)            81      $ 2,065,504     $        (12,614 )   $      2,052,890     $    (14,103 )   $      2,038,787        8.50%      to July 2026
Mezzanine loan (5)            1             4,700                    -                4,700           (4,700 )                  -       10.00%       June 2028
Total                                 $ 2,070,204     $        (12,614 )   $      2,057,590     $    (18,803 )   $      2,038,787



(1)
Amounts include unamortized loan origination fees of $10.7 million and $12.3
million and deferred amendment fees of $267,000 and $308,000 at March 31, 2023
and December 31, 2022, respectively.
(2)
Benchmark rates ("BR") comprise one-month LIBOR or one-month Term SOFR. At March
31, 2023, all of our whole loans used one-month SOFR. Weighted-average one-month
benchmark rates were 4.74% and 4.21% at March 31, 2023 and December 31, 2022,
respectively. Additionally, weighted-average benchmark rate floors were 0.66%
and 0.68% at March 31, 2023 and December 31, 2022, respectively.
(3)
Maturity dates exclude contractual extension options, subject to the
satisfaction of certain terms that may be available to the borrowers.
(4)
Maturity dates exclude three whole loans, with amortized costs of $51.0 million
and $51.6 million, in maturity default at March 31, 2023 and December 31, 2022,
respectively.
(5)
Substantially all loans are pledged as collateral under various borrowings at
March 31, 2023 and December 31, 2022.
(6)
CRE whole loans had $143.6 million and $158.2 million in unfunded loan
commitments at March 31, 2023 and December 31, 2022, respectively. These
unfunded loan commitments are advanced as the borrowers formally request
additional funding and meet certain benchmarks, as permitted under the loan
agreement, and any necessary approvals have been obtained.

At March 31, 2023, 23.2%, 23.1% and 13.9% of our CRE loan portfolio was
concentrated in the Southwest, Southeast and Mountain regions, respectively,
based on carrying value, as defined by the NCREIF. At December 31, 2022, 23.2%,
21.5% and 16.2% of our CRE loan portfolio was concentrated in the Southwest,
Southeast and Mountain regions, respectively, based on carrying value. At March
31, 2023 and December 31, 2022, no single loan or investment represented more
than 10% of our total assets and no single investment group generated over 10%
of our revenue.

Investments in unconsolidated entities. Our investments in unconsolidated
entities at March 31, 2023 and December 31, 2022 comprised a 100% interest in
the common shares of Resource Capital Trust I ("RCT I") and RCC Trust II ("RCT
II"), with a value of $1.5 million in the aggregate, or 3.0% of each trust. We
record our investments in RCT I's and RCT II's common shares as investments in
unconsolidated entities using the cost method, recording dividend income when
declared by RCT I and RCT II.

We recorded dividends from our investments in RCT I's and RCT II's common
shares, reported in other revenue on the consolidated statement of operations,
of $33,000 during the three months ended March 31, 2023. During the three months
ended March 31, 2022, we recorded dividends of $16,000.

Investments in real estate and property held for sale. At March 31, 2023, we
held investments in five real estate properties, four of which are included in
investments in real estate and one of which is included in properties held for
sale on the consolidated balance sheets.

In February 2023, we sold a hotel property in the Northeast region that we previously designated as a property held for sale. The hotel property sold for $15.1 million with selling costs of $845,000, resulting in a gain of $745,000.



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The following table summarizes the book value of our investments in real estate and related intangible assets at March 31, 2023 and December 31, 2022 (in thousands, except amounts in the footnotes):




                                           March 31, 2023                                       December 31, 2022
                                             Accumulated                                            Accumulated
                                            Depreciation &        Carrying                         Depreciation &        Carrying
                          Cost Basis         Amortization          Value         Cost Basis         Amortization          Value
Assets:
Investments in real
estate, equity:
Investments in real
estate (1)               $    133,522     $           (2,951 )   $  130,571     $    123,219     $           (2,251 )   $  120,968
Right of use assets
(2)(3)                         19,664                   (273 )       19,391           19,664                   (205 )       19,459
Intangible assets (4)          11,474                 (2,846 )        8,628           11,474                 (2,594 )        8,880
Subtotal                      164,660                 (6,070 )      158,590          154,357                 (5,050 )      149,307

Investments in real
estate from lending
activities:
Properties held for
sale (5)                       40,377                      -         40,377           53,769                      -         53,769
Total                         205,037                 (6,070 )      198,967          208,126                 (5,050 )      203,076

Liabilities:
Investments in real
estate, equity:
Mortgage payable               18,089                    207         18,296           18,089                    155         18,244
Other liabilities                 247                   (192 )           55              247                   (183 )           64
Lease liabilities
(3)(6)                         43,260                   (226 )       43,034           43,260                   (393 )       42,867
Subtotal (7)                   61,596                   (211 )       61,385           61,596                   (421 )       61,175

Investments in real
estate from lending
activities:
Liabilities held for
sale                            3,025                      -          3,025            3,025                      -          3,025
Total                          64,621                   (211 )       64,410           64,621                   (421 )       64,200

Total net investments
in real estate and
properties held for
sale (8)                 $    140,416                            $  134,557     $    143,505                            $  138,876



(1)
Includes $38.4 million of land, which is not depreciable, at March 31, 2023 and
December 31, 2022, respectively.
(2)
Primarily comprises a $19.0 million right of use asset, associated with an
acquired ground lease of $42.6 million accounted for as an operating lease at
March 31, 2023 and December 31, 2022. Amortization is booked to real estate
expenses on the consolidated statements of operations.
(3)
Refer to Note 8 in the Notes to the Consolidated Financial Statements for
additional information on our remaining operating leases.
(4)
Primarily comprises a franchise intangible of $5.1 million and $5.3 million, a
management contract of $3.1 million and a customer list of $357,000 and $427,000
at March 31, 2023 and December 31, 2022, respectively.
(5)
At December 31, 2022, properties held for sale included two properties
originally acquired in November 2020 and July 2022. At March 31, 2023, the
property acquired in November 2020 was in property held for sale.
(6)
Primarily comprises a $42.6 million ground lease at a hotel property with a
remaining term of 93 years. Lease expenses for the three months ended March 31,
2023 were $661,000.
(7)
Excludes $2.2 million of deferred debt issuance costs on construction loans that
can be drawn upon subsequent to March 31, 2023.
(8)
Excludes items of working capital, either acquired or assumed.

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Financing Receivables

The following tables show the activity in the allowance for credit losses for
the three months ended March 31, 2023 and year ended December 31, 2022 (in
thousands):


                                                         Three Months          Year Ended
                                                        Ended March 31,       December 31,
                                                             2023                 2022

Allowance for credit losses at beginning of period $ 18,803


 $         8,805
Provision for credit losses                                        5,096              12,295
Charge offs                                                            -              (2,297 )
Allowance for credit losses at end of period           $          23,899     $        18,803

During the three months ended March 31, 2023, we recorded provisions for expected credit losses of $5.1 million, primarily attributable to modeled increases in expected general portfolio credit risk and, to a lesser extent, a general decline in macroeconomic conditions.

At March 31, 2023 and December 31, 2022, we individually evaluated the following loans:


One office mezzanine loan in the Northeast region with a principal balance of
$4.7 million at both March 31, 2023 and December 31, 2022. We fully reserved
this loan in the fourth quarter of 2022, and it continues to be fully reserved
at March 31, 2023. The loan entered payment default in February 2023 and has
been placed on nonaccrual status.


One retail loan in the Northeast region, with a principal balance of $8.0
million at both March 31, 2023 and December 31, 2022, for which foreclosure was
determined to be probable. The loan was modified in February 2021 to extend the
loan's maturity to December 2021 and has since entered into payment default and
has been put on nonaccrual status. The loan had an as-is appraised value in
excess of its principal and interest balances, and, as such, had no allowance
for current expected credit losses ("CECL") at March 31, 2023 and December 31,
2022, respectively.


One office loan in the Southwest region, with a principal balance of $20.1
million and $20.7 million at March 31, 2023 and December 31, 2022, respectively,
for which foreclosure was determined to be probable. The loan had an initial
maturity of March 2022, was modified three times to extend its maturity to June
2022 and has since entered into payment default and has been put on nonaccrual
status. However, in exchange for payments, comprising principal paydowns,
interest payments and the reimbursement of certain legal fees, received between
October 2022 and April 2023, we have agreed to temporarily defer our right to
foreclose on the property until July 2023. Additionally, at both March 31, 2023
and December 31, 2022, this loan had an as-is appraised value in excess of its
principal and interest balances, and, as such, had no CECL allowance.

Credit quality indicators

Commercial Real Estate Loans



CRE loans are collateralized by a diversified mix of real estate properties and
are assessed for credit quality based on the collective evaluation of several
factors, including but not limited to: collateral performance relative to
underwritten plan, time since origination, current implied and/or
re-underwritten loan-to-collateral value ("LTV") ratios, loan structure and exit
plan. Depending on the loan's performance against these various factors, loans
are rated on a scale from 1 to 5, with loans rated 1 representing loans with the
highest credit quality and loans rated 5 representing loans with the lowest
credit quality. Loans are rated a 2 at origination. The factors evaluated
provide general criteria to monitor credit migration in our loan portfolio; as
such, a loan's rating may improve or worsen, depending on new information
received.

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The criteria set forth below should be used as general guidelines and, therefore, not every loan will have all of the characteristics described in each category below.



Risk Rating                           Risk Characteristics

1 • Property performance has surpassed underwritten expectations.


              • Occupancy is stabilized, the property has had a history of
              consistently high occupancy, and the property has a diverse and high
              quality tenant mix.

2 • Property performance is consistent with underwritten expectations


              and covenants and performance criteria are being met or exceeded.
              • Occupancy is stabilized, near stabilized or is on track with
              underwriting.

3 • Property performance lags behind underwritten expectations.


              • Occupancy is not stabilized and the property has some tenancy
              rollover.

4 • Property performance significantly lags behind underwritten


              expectations. Performance criteria and loan covenants have required
              occasional waivers.
              • Occupancy is not stabilized and the property has a large amount of
              tenancy rollover.

5 • Property performance is significantly worse than underwritten


              expectations. The loan is not in compliance with loan

covenants and


              performance criteria and may be in default. Expected sale proceeds
              would not be sufficient to pay off the loan at maturity.
              • The property has a material vacancy rate and significant rollover
              of remaining tenants.
              • An updated appraisal is required upon designation and

updated on an


              as-needed basis.


All CRE loans are evaluated for any credit deterioration by debt asset management and certain finance personnel on at least a quarterly basis. Mezzanine loans may experience greater credit risks due to their nature as subordinated investments.



For the purpose of calculating the quarterly provision for credit losses under
CECL, we pool CRE loans based on the underlying collateral property type and
utilize a probability of default and loss given default methodology for
approximately one year after which we immediately revert to a historical mean
loss ratio.

Credit risk profiles of CRE loans at amortized cost were as follows (in thousands, except amounts in the footnotes):




                                    Rating 1       Rating 2       Rating 3      Rating 4      Rating 5       Total (1)
At March 31, 2023:
Whole loans, floating-rate         $        -     $ 1,532,268       362,903     $  43,958     $  50,961     $ 1,990,090
Mezzanine loan                              -               -             -             -         4,700           4,700
Total                              $        -     $ 1,532,268     $ 362,903     $  43,958     $  55,661     $ 1,994,790


At December 31, 2022:
Whole loans, floating-rate         $        -     $ 1,635,376     $ 309,491     $  85,226     $  22,797     $ 2,052,890
Mezzanine loan                              -               -             -             -         4,700           4,700
Total                              $        -     $ 1,635,376     $ 309,491     $  85,226     $  27,497     $ 2,057,590



(1)

The total amortized cost of CRE loans excluded accrued interest receivable of $12.5 million and $11.9 million at March 31, 2023 and December 31, 2022, respectively.



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Credit risk profiles of CRE loans by origination year at amortized cost were as follows (in thousands, except amounts in footnotes):




                          2023           2022            2021           2020         2019         Prior        Total (1)
At March 31, 2023:
Whole loans,
floating-rate: (2)
Rating 2                $  14,759     $   480,017     $   944,121     $ 52,722     $  26,949     $ 13,700     $ 1,532,268
Rating 3                        -          52,619         203,273       34,387        27,887       44,737         362,903
Rating 4                        -               -          43,958            -             -            -          43,958
Rating 5                        -               -               -            -        42,936        8,025          50,961
Total whole loans,
floating-rate              14,759         532,636       1,191,352       87,109        97,772       66,462       1,990,090
Mezzanine loan
(rating 5)                      -               -               -            -             -        4,700           4,700
Total                   $  14,759     $   532,636     $ 1,191,352     $ 87,109     $  97,772     $ 71,162     $ 1,994,790

Current Period Gross
Write-Offs (3)          $       -     $         -     $         -     $      -     $       -     $      -     $         -

                          2022           2021            2020           2019         2018         Prior        Total (1)
At December 31, 2022:
Whole loans,
floating-rate: (2)
Rating 2                $ 526,606     $ 1,003,060     $    64,944     $ 26,977     $  13,789     $      -     $ 1,635,376
Rating 3                        -         192,490          44,657       27,881        44,463            -         309,491
Rating 4                        -               -               -       20,742        64,484            -          85,226
Rating 5                        -               -               -       22,797             -            -          22,797
Total whole loans,
floating-rate             526,606       1,195,550         109,601       98,397       122,736            -       2,052,890
Mezzanine loan
(rating 5)                      -               -               -            -         4,700            -           4,700
Total                   $ 526,606     $ 1,195,550     $   109,601     $ 98,397     $ 127,436     $      -     $ 2,057,590



(1)
The total amortized cost of CRE loans excluded accrued interest receivable of
$12.5 million and $11.9 million at March 31, 2023 and December 31, 2022,
respectively.
(2)
Acquired CRE whole loans are grouped within each loan's year of origination.
(3)
There were no charge-offs during the three months ended March 31, 2023.

At both March 31, 2023 and December 31, 2022, we had one additional mezzanine loan included in other assets held for sale that had no carrying value.



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Loan Portfolio Aging Analysis

The following table presents the CRE loan portfolio aging analysis as of the
dates indicated for CRE loans at amortized cost (in thousands, except amounts in
footnotes):


                                                                                                                                   Total
                                                                                                                                  Loans >
                                                                  Greater                                       Total Loans       90 Days
                                                                  than 90         Total                         Receivable          and
                                 30-59 Days      60-89 Days       Days (1)      Past Due      Current (2)           (3)          Accruing
At March 31, 2023:
Whole loans, floating-rate      $          -     $         -     $   50,961     $  50,961     $  1,939,129     $   1,990,090     $       -
Mezzanine loan (4)                     4,700               -              -         4,700                -             4,700             -
Total                           $      4,700     $         -     $   50,961     $  55,661     $  1,939,129     $   1,994,790     $       -

At December 31, 2022:
Whole loans, floating-rate      $          -     $         -     $   28,767     $  28,767     $  2,024,123     $   2,052,890     $       -
Mezzanine loan (4)                         -               -              -             -            4,700             4,700             -
Total                           $          -     $         -     $   28,767     $  28,767     $  2,028,823     $   2,057,590     $       -



(1)
During the three months ended March 31, 2023 and 2022,, we recognized interest
income of $1.1 million and $641,000, respectively, on three loans with a
principal payment past due greater than 90 days at March 31, 2023.
(2)
Includes one whole loan with an amortized cost of $22.8 million, in maturity
default at December 31, 2022.
(3)
The total amortized cost of CRE loans excluded accrued interest receivable of
$12.5 million and $11.9 million at March 31, 2023 and December 31, 2022,
respectively.
(4)
Fully reserved at both March 31, 2023 and December 31, 2022.

At March 31, 2023, we had three CRE whole loans, with total amortized costs of
$51.0 million, and one mezzanine loan, with a total amortized cost of $4.7
million, in payment default. One CRE whole loan was made current with respect to
debt service in April 2023. At December 31, 2022, we had three CRE whole loans,
with total amortized costs of $51.6 million, in payment default.

Modifications

During the three months ended March 31, 2023, we did not enter into any loan modifications for borrowers that are experiencing financial difficulty.



During the three months ended March 31, 2022, we entered into one agreement that
extended one CRE whole loan, with a total amortized cost of $21.8 million, which
represented 1.1% of the total amortized cost of the portfolio.

Restricted Cash



At March 31, 2023, we had restricted cash of $33.9 million, which consisted of
$33.4 million of restricted cash held within our five consolidated
securitization entities and $525,000 held in escrow for deposits or tax payments
at our real estate properties. At December 31, 2022, we had restricted cash of
$38.6 million, which consisted of $38.2 million held within our five
consolidated securitization entities and $400,000 held in escrow for deposits or
tax payments at our real estate properties or pledged with minimum reserve
balance requirements. The decrease of $4.7 million was primarily attributable to
net loan purchase activity within two of our consolidated securitization
entities.

Accrued Interest Receivable

The following table summarizes our accrued interest receivable at March 31, 2023 and December 31, 2022 (in thousands):




                                                                       December 31,
                                                   March 31, 2023          2022          Net Change
Accrued interest receivable from loans             $        12,462     $     11,936     $        526
Accrued interest receivable from promissory
note, escrow, sweep and reserve accounts                       108               33               75
Total                                              $        12,570     $     11,969     $        601




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The increase of $601,000 in accrued interest receivable was primarily attributable to rising benchmark rates.

Other Assets



The following table summarizes our other assets at March 31, 2023 and December
31, 2022 (in thousands):


                                                                     December 31,
                                                 March 31, 2023          2022         Net Change
Tax receivables and prepaid taxes               $            202     $        224     $       (22 )
Other receivables                                            906            1,086            (180 )
Other prepaid expenses                                     2,200            2,181              19
Fixed assets - non real estate                               350              326              24
Other assets, miscellaneous                                  656              547             109
Total                                           $          4,314     $      4,364     $       (50 )



The decrease of $50,000 in other assets was primarily attributable to
receivables held at our real estate properties and miscellaneous receivables
from our real estate properties acquired in 2022 offset by the purchase of other
assets at our real estate properties.

Deferred Tax Assets



At March 31, 2023 and December 31, 2022, our net deferred tax asset was zero,
resulting from a full valuation allowance of $20.8 million and $21.2 million,
respectively, on our deferred tax asset as we believed it was more likely than
not that some or all of the deferred tax assets would not be realized. We will
continue to evaluate our ability to realize the tax benefits associated with
deferred tax assets by analyzing forecasted taxable income using both historical
and projected future operating results, the reversal of existing temporary
differences, taxable income in prior carry back years (if permitted) and the
availability of tax planning strategies.

Derivative Instruments



Historically, we sought to mitigate the potential impact on net income (loss) of
adverse fluctuations in interest rates incurred on our borrowings by entering
into hedging agreements. We classified our interest rate hedges as cash flow
hedges, which are hedges that eliminate the risk of changes in the cash flows of
a financial asset or liability.

We terminated interest rate swap positions associated with our prior financed
CMBS portfolio in April 2020. At termination, we realized a loss of $11.8
million. At March 31, 2023 and December 31, 2022, we had a loss of $6.2 million
and $6.6 million, respectively, recorded in accumulated other comprehensive
loss, which will be amortized into earnings over the remaining life of the debt.
During the three months ended March 31, 2023, we recorded amortization expense
of $416,000 reported in interest expense on the consolidated statements of
operations. During the three months ended March 31, 2022, we recorded
amortization expense of $479,000, reported in interest expense on the
consolidated statements of operations.

At March 31, 2023 and December 31, 2022, we had unrealized gains of $233,000 and
$256,000, respectively, attributable to two terminated interest rate swaps, in
accumulated other comprehensive loss on the consolidated balance sheets, to be
accreted into earnings over the remaining life of the debt. During both the
three months ended March 31, 2023 and 2022, we recorded accretion income,
reported in interest expense on the consolidated statements of operations, of
$23,000, to accrete the accumulated other comprehensive income on the terminated
swap agreements.

The following tables present the effect of derivative instruments on our consolidated statements of operations for the three months ended March 31, 2023 and 2022 (in thousands):

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