FSREI 10-Q Quarter ended March 31, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019

OR

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 333-216037

FS Credit Real Estate Income Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		81-4446064
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
201 Rouse Boulevard Philadelphia, Pennsylvania		19112
(Address of principal executive offices)		(Zip Code)

(215) 495-1150

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

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

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

As of May 14, 2019 there were 2,506,241 outstanding shares of Class F common stock, 193,013 outstanding shares of Class Y common stock, 438,257 outstanding shares of Class T common stock, 3,780 outstanding shares of Class S common stock, 93,813 outstanding shares of Class D common stock, 732,832 outstanding shares of Class M common stock and 524,801 outstanding shares of Class I common stock.

TABLE OF CONTENTS

				Page
PART I—FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS
		Consolidated Balance Sheets as of March  31, 2019 (Unaudited) and December 31, 2018			1
		Unaudited Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018			2
		Unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018			3
		Unaudited Consolidated Statements of Changes in Equity for the three months ended March 31, 2019 and 2018			4
		Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018			5
		Notes to Unaudited Consolidated Financial Statements			6
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			26
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			36
ITEM 4.		CONTROLS AND PROCEDURES			36
PART II—OTHER INFORMATION
ITEM 1.		LEGAL PROCEEDINGS			37
ITEM 1A.		RISK FACTORS			37
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			37
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES			38
ITEM 4.		MINE SAFETY DISCLOSURES			38
ITEM 5.		OTHER INFORMATION			38
ITEM 6.		EXHIBITS			38
		SIGNATURES			40

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements.

FS Credit Real Estate Income Trust, Inc.

Consolidated Balance Sheets

(in thousands, except share amounts)

		March 31, 2019 (Unaudited)				December 31, 2018
Assets
Cash and cash equivalents		$	2,031			$	608
Restricted cash			2,050				2,000
Loans receivable			245,401				239,207
Mortgage-backed securities, at fair value			1,911				1,987
Reimbursement due from sponsor			537				708
Interest receivable			795				704
Other assets			—				18
Total assets		$	252,725			$	245,232
Liabilities
Repurchase agreements payable (net of deferred financing costs of $679 and $878, respectively)		$	150,017			$	158,248
Due to related party			1,500				912
Interest payable			332				304
Payable for shares repurchased			—				100
Other liabilities			2,619				2,232
Total liabilities			154,468				161,796
Commitments and contingencies (See Note 9)
Stockholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding			—				—
Class F common stock, $0.01 par value, 125,000,000 shares authorized, 2,497,595 and 2,471,864 issued and outstanding, respectively			25				25
Class Y common stock, $0.01 par value, 125,000,000 shares authorized, 193,013 and 193,013 issued and outstanding, respectively			2				2
Class T common stock, $0.01 par value, 125,000,000 shares authorized, 290,830 and 124,581 issued and outstanding, respectively			3				1
Class S common stock, $0.01 par value, 125,000,000 shares authorized, 3,778 and 3,773 issued and outstanding, respectively			—				—
Class D common stock, $0.01 par value, 125,000,000 shares authorized, 80,826 and 60,934 issued and outstanding, respectively			1				1
Class M common stock, $0.01 par value, 125,000,000 shares authorized, 645,690 and 417,992 issued and outstanding, respectively			6				4
Class I common stock, $0.01 par value, 300,000,000 shares authorized, 292,949 and 128,526 issued and outstanding, respectively			3				1
Additional paid-in capital			98,037				83,555
Accumulated other comprehensive income (loss)			1				(10	)
Retained earnings (accumulated deficit)			179				(143	)
Total stockholders’ equity			98,257				83,436
Total liabilities and equity		$	252,725			$	245,232

See notes to unaudited consolidated financial statements.

1

FS Credit Real Estate Income Trust, Inc.

Unaudited Consolidated Statements of Operations

(in thousands, except share and per share amounts)

		Three Months Ended March 31,
		2019				2018
Net interest income
Interest income		$	4,558			$	965
Less: Interest expense			(2,148	)			(548	)
Net interest income			2,410				417
Other expenses
Management and performance fees			132				—
General and administrative expenses			892				471
Less: Expense limitation			(537	)			(356	)
Net other expenses			487				115
Net income		$	1,923			$	302
Per share information—basic and diluted
Net income per share of common stock (earnings per share)		$	0.51			$	0.24
Weighted average common stock outstanding			3,789,218				1,256,174

See notes to unaudited consolidated financial statements.

2

FS Credit Real Estate Income Trust, Inc.

Unaudited Consolidated Statements of Comprehensive Income

(in thousands)

		Three Months Ended March 31,
		2019				2018
Net income		$	1,923			$	302
Other comprehensive income
Net change in unrealized gain on mortgage-backed securities			11				—
Total other comprehensive income			11				—
Comprehensive income		$	1,934			$	302

See notes to unaudited consolidated financial statements.

3

FS Credit Real Estate Income Trust, Inc.

Unaudited Consolidated Statements of Changes in Equity

(in thousands, except share amounts)

		Common Stock
		Shares				Par Amount				Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)				Retained Earnings (Accumulated Deficit)				Total Equity
Balance as of December 31, 2017			1,179,915			$	12			$	29,514			$	—			$	(187	)		$	29,339
Common stock issued			193,534				2				4,793				—				—				4,795
Distributions declared			—				—				—				—				(582	)			(582	)
Proceeds from distribution reinvestment plan			18,348				—				452				—				—				452
Net income (loss)			—				—				—				—				302				302
Balance as of March 31, 2018			1,391,797			$	14			$	34,759			$	—			$	(467	)		$	34,306
Balance as of December 31, 2018			3,400,683			$	34			$	83,555			$	(10	)		$	(143	)		$	83,436
Common stock issued			579,147				6				14,475				—				—				14,481
Distributions declared			—				—				—				—				(1,601	)			(1,601	)
Proceeds from distribution reinvestment plan			29,819				—				740				—				—				740
Redemptions of common stock			(4,968	)			—				(125	)			—				—				(125	)
Stockholder servicing fees			—				—				(608	)			—				—				(608	)
Net income			—				—				—				—				1,923				1,923
Other comprehensive income			—				—				—				11				—				11
Balance as of March 31, 2019			4,004,681			$	40			$	98,037			$	1			$	179			$	98,257

See notes to unaudited consolidated financial statements.

4

FS Credit Real Estate Income Trust, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

		Three Months Ended March 31,
		2019				2018
Cash flows from operating activities
Net income		$	1,923			$	302
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Amortization of deferred fees on loans			(120	)			(69	)
Amortization of deferred financing costs			232				196
Changes in assets and liabilities
Reimbursement due from sponsor			171				185
Interest receivable			(91	)			(98	)
Other assets			18				—
Due to related party			588				(241	)
Interest payable			28				57
Other liabilities			(251	)			267
Net cash provided by (used in) operating activities			2,498				599
Cash flows used in investing activities
Origination and fundings of loans receivable			(15,574	)			(29,110	)
Principal collections from loans receivable			9,500				—
Purchases of mortgage-backed securities			(274	)			—
Principal repayments of mortgage-backed securities			361				—
Net cash used in investing activities			(5,987	)			(29,110	)
Cash flows from financing activities
Issuance of common stock			14,481				4,795
Redemptions of common stock			(225	)			—
Stockholder distributions paid			(811	)			(130	)
Stockholder servicing fees			(20	)			—
Borrowings under repurchase agreements			9,295				25,687
Repayments under repurchase agreements			(17,725	)			—
Payment of deferred financing costs			(33	)			(501	)
Net cash provided by (used in) financing activities			4,962				29,851
Total increase (decrease) in cash, cash equivalents and restricted cash			1,473				1,340
Cash, cash equivalents and restricted cash at beginning of period			2,608				2,442
Cash, cash equivalents and restricted cash at end of period		$	4,081			$	3,782
Supplemental disclosure of cash flow information and non-cash financing activities
Payments of interest		$	1,888			$	295
Accrued stockholder servicing fee		$	588			$	—
Distributions payable		$	307			$	—
Reinvestment of stockholder distributions		$	740			$	452

See notes to unaudited consolidated financial statements.

5

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements

(in thousands, except share and per share amounts)

Note 1. Principal Business and Organization

FS Credit Real Estate Income Trust, Inc., or the Company, was incorporated under the general corporation laws of the State of Maryland on November 7, 2016 and formally commenced investment operations on September 13, 2017. The Company is currently conducting an initial public offering of up to $2,750,000 of its Class T, Class S, Class D, Class M and Class I shares of common stock pursuant to a registration statement on Form S-11 filed with the Securities and Exchange Commission, or SEC, consisting of up to $2,500,000 in shares in its primary offering and up to $250,000 in shares pursuant to its distribution reinvestment plan. The Company is also conducting a private offering of shares of its Class F common stock and previously conducted a private offering of its Class Y common stock. The Company is managed by FS Real Estate Advisor, LLC, or FS Real Estate Advisor, a subsidiary of the Company’s sponsor, Franklin Square Holdings, L.P., which does business as FS Investments, or FS Investments, a national sponsor of alternative investment funds designed for the individual investor. FS Real Estate Advisor has engaged Rialto Capital Management, LLC, or Rialto, to act as its sub-adviser.

The Company has elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2017. The Company intends to be an investment vehicle of indefinite duration focused on real estate debt investments and other real estate-related assets. The shares of common stock are generally intended to be sold and repurchased by the Company on a continuous basis. The Company intends to conduct its operations so that it is not required to register under the Investment Company Act of 1940, as amended, or the 1940 Act.

The Company’s primary investment objectives are to: provide current income in the form of regular, stable cash distributions to achieve an attractive dividend yield; preserve and protect invested capital; realize appreciation in net asset value, or NAV, from proactive investment management and asset management; and provide an investment alternative for stockholders seeking to allocate a portion of their long-term investment portfolios to commercial real estate debt with lower volatility than public real estate companies.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The unaudited consolidated financial statements include both the Company’s accounts and the accounts of its wholly owned subsidiaries as of March 31, 2019. All significant intercompany transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The Company has evaluated the impact of subsequent events through the date the unaudited consolidated financial statements were issued.

Use of Estimates: The preparation of the unaudited consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

6

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

Cash, Cash Equivalents and Restricted Cash: The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company invests its cash in an overnight institutional money market fund. As of March 31, 2019 and December 31, 2018, the Company’s investment in an overnight institutional money market fund was $2,020 and $599, respectively. The Company’s uninvested cash is maintained with high credit quality financial institutions, which are members of the Federal Deposit Insurance Corporation. Restricted cash represents cash held in a bank account related to one of the Company’s repurchase facilities.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Company’s consolidated balance sheets to the total amount shown in the Company’s unaudited consolidated statements of cash flows:

		March 31,
		2019				2018
Cash and cash equivalents		$	2,031			$	1,409
Restricted cash			2,050				2,373
Total cash, cash equivalents and restricted cash		$	4,081			$	3,782

Loans Receivable and Provision for Loan Losses: The Company originates and purchases commercial real estate debt and related instruments generally to be held as long-term investments at amortized cost. The Company is required to periodically evaluate each of these loans for possible impairment. Impairment is indicated when it is deemed probable that the Company will not be able to collect all amounts due to it pursuant to the contractual terms of the loan. If a loan is determined to be impaired, the Company writes down the loan through a charge to the provision for loan losses. Impairment of these loans, which are collateral dependent, is measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed necessary by FS Real Estate Advisor and Rialto. Actual losses, if any, could ultimately differ from these estimates. FS Real Estate Advisor and Rialto perform a quarterly review of the Company’s portfolio of loans.

In connection with this review, FS Real Estate Advisor and Rialto assess the risk factors of each loan and assign a risk rating based on a variety of factors, including, without limitation, loan-to-value ratio, or LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. Based on a 5-point scale, the Company’s loans are rated “1” through “5”, from less risk to greater risk, which ratings are defined as follows:

Loan Risk Rating		Summary Description
1		Very Low Risk
2		Low Risk
3		Medium Risk
4		High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss
5		Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss

7

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

Mortgage-backed Securities: The Company classifies its mortgage-backed securities as available for sale. The investments are reported at fair value on the consolidated balance sheets with changes in fair value recorded in other comprehensive income.

Fair Value of Financial Instruments: Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures , or ASC Topic 820, defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements under GAAP. Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date.

ASC Topic 820 also establishes a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring financial instruments. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination, as follows:

Level 1:

Generally includes only unadjusted quoted prices that are available in active markets for identical financial instruments as of the reporting date.

Level 2:

Pricing inputs include quoted prices in active markets for similar instruments, quoted prices in less active or inactive markets for identical or similar instruments where multiple price quotes can be obtained, and other observable inputs, such as interest rates, yield curves, credit risks, and default rates.

Level 3 :

Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. These inputs require significant judgment or estimation by management of third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2.

The estimated value of each asset reported at fair value using Level 3 inputs is determined by an internal committee composed of members of senior management of FS Real Estate Advisor.

Certain of the Company’s other assets are reported at fair value either (i) on a recurring basis, as of each quarter-end, or (ii) on a nonrecurring basis, as a result of impairment or other events. The Company generally values its assets recorded at fair value by either (i) discounting expected cash flows based on assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from third-party dealers. For collateral-dependent loans that are identified as impaired, the Company measures impairment by comparing FS Real Estate Advisor’s estimation of fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations may require significant judgments, which include assumptions regarding capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed necessary by FS Real Estate Advisor.

8

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

The Company is also required by GAAP to disclose fair value information about financial instruments that are not otherwise reported at fair value in the Company’s consolidated balance sheets, to the extent it is practicable to estimate a fair value for those instruments. These disclosure requirements exclude certain financial instruments and all non-financial instruments.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments, for which it is practicable to estimate that value:

•

Cash and cash equivalents: The carrying amount of cash on deposit and in money market funds approximates fair value.

•

Restricted cash: The carrying amount of restricted cash approximates fair value.

•

Loans receivable, net: The fair values for these loans were estimated by FS Real Estate Advisor based on discounted cash flow methodology taking into consideration factors, including capitalization rates, discount rates, leasing, occupancy rates, availability and cost of financing, exit plan, sponsorship, actions of other lenders, and indications of market value from other market participants.

•

Mortgage-backed securities: The fair values for these investments were based on indicative deal quotes.

•

Repurchase obligations: The fair values for these instruments were estimated based on the rate at which similar credit facilities would have currently been priced.

Deferred Financing Costs: The deferred financing costs that are included as a reduction in the net book value of the related liability on the Company’s consolidated balance sheets include issuance and other costs related to the Company’s debt obligations. These costs are amortized as interest expense using the straight-line method over the term of the related obligation, which approximates the effective interest method.

Revenue Recognition: Security transactions are accounted for on the trade date. The Company records interest income on an accrual basis to the extent that the Company expects to collect such amounts. The Company records dividend income on the ex-dividend date. The Company does not accrue as a receivable interest or dividends on loans and securities if there is reason to doubt the collectability of such income. Any loan origination fees, loan exit fees, original issue discount and market discount are capitalized and such amounts are amortized as interest income over the respective term of the investment. Upon the prepayment of a loan or security, any unamortized loan origination fees to which the Company is entitled are recorded as fee income. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.

Organization Costs: Organization costs include, among other things, the cost of incorporating, including the cost of legal services and other fees pertaining to the Company’s organization. These costs will be expensed as incurred. During the period from November 7, 2016 (Inception) to September 13, 2017 (Commencement of Operations), the Company incurred organization costs of $243, which were paid on its behalf by FS Investments (see Note 6).

Offering Costs: Offering costs primarily include, among other things, marketing expenses and printing, legal and due diligence fees and other costs pertaining to the Company’s continuous public offering of shares of its common stock, including the preparation of the registration statement and salaries and direct expenses of FS Real

9

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

Estate Advisor’s personnel, employees of its respective affiliates and others while engaged in such activities. The Company will charge offering costs against additional paid-in capital on the consolidated balance sheets as it raises proceeds in its continuous public offering. During the period from November 7, 2016 (Inception) to March 31, 2019, the Company incurred offering costs of $6,992, which were paid on its behalf by FS Investments (see Note 6).

Income Taxes: The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, commencing with its taxable year ended December 31, 2017. In order to maintain its status as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to its stockholders. As a REIT, the Company generally will not be subject to federal income tax on income that it distributes to stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions.

Uncertainty in Income Taxes : The Company evaluates each of its tax positions to determine if they meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in the unaudited consolidated financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Company recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in the unaudited consolidated statements of operations. During the period from November 7, 2016 (Inception) to March 31, 2019, the Company did not incur any interest or penalties.

Stockholder Servicing Fees: The Company follows the guidance in Accounting Standards Codification Topic 405, Liabilities , when accounting for stockholder servicing fees. The Company will pay stockholder servicing fees over time on its shares of Class T, Class S, Class D and Class M common stock as described in Note 6. The Company records stockholder servicing fees as a reduction to additional paid-in capital and records the related liability in an amount equal to its best estimate of the fees payable in relation to the shares of Class T, Class S, Class D and Class M common stock on the date such shares are issued. The liability will be reduced over time, as the fees are paid to the dealer manager, or adjusted if the fees are no longer payable.

Recent Accounting Pronouncements: In June 2016, the Financial Accounting Standards Board, or FASB, issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , or ASU 2016-13. ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 will replace the “incurred loss” model under existing guidance with an “expected loss” model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as they do today under the other than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. For public entities, the new standard is effective during the interim and annual periods beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact of ASU 2016-13 on its unaudited consolidated financial statements.

10

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement—Disclosures Framework—Changes to Disclosure Requirements of Fair Value Measurement (Topic 820) , or ASU 2018-13. ASU 2018-13 introduces new fair value disclosure requirements and eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2018-13 on its unaudited consolidated financial statements.

Note 3. Loans Receivable

The following table details overall statistics for the Company’s loans receivable portfolio as of March 31, 2019 and December 31, 2018:

		March 31, 2019 (Unaudited)				December 31, 2018
Number of loans			17				17
Principal balance		$	245,061			$	238,979
Net book value		$	245,401			$	239,207
Unfunded loan commitments (1)		$	46,562			$	38,324
Weighted-average cash coupon (2)			6.85	%			7.28	%
Weighted-average all-in yield (2)			7.05	%			7.48	%
Weighted-average maximum maturity (years) (3)			3.6				3.6

(1)	The Company may be required to provide funding when requested by the borrower in accordance with the terms of the underlying agreements.

(2)	The Company’s floating-rate loans are indexed to the London Interbank Offered Rate, or LIBOR. In addition to cash coupon, all-in yield includes accretion of discount (amortization of premium) and accrual of exit fees.

(3)	Maximum maturity assumes all extension options are exercised by the borrower, however loans may be repaid prior to such date.

For the three months ended March 31, 2019 and 2018, the activity in the Company’s loan portfolio was as follows:

		For the Three Months Ended March 31,
		2019				2018
Balance at beginning of period		$	239,207			$	49,929
Loan fundings			15,574				29,110
Loan repayments			(9,500	)			—
Amortization of deferred fees on loans			120				69
Balance at end of period		$	245,401			$	79,108

11

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 3. Loans Receivable (continued)

The following tables detail the property type and geographic location of the properties securing the loans in the Company’s portfolio as of March 31, 2019 and December 31, 2018:

		March 31, 2019 (Unaudited)								December 31, 2018
Property Type		Net Book Value				Percentage				Net Book Value				Percentage
Office		$	92,767				38	%		$	91,898				38	%
Multifamily			71,732				29	%			80,750				34	%
Retail			29,770				12	%			29,757				13	%
Hospitality			24,326				10	%			24,302				10	%
Industrial			26,806				11	%			12,500				5	%
Total		$	245,401				100	%		$	239,207				100	%

		March 31, 2019 (Unaudited)								December 31, 2018
Geographic Location		Net Book Value				Percentage				Net Book Value				Percentage
Northeast		$	107,711				44	%		$	92,550				39	%
Southeast			81,007				33	%			80,960				34	%
West			29,935				12	%			29,453				12	%
Southwest			14,344				6	%			23,849				10	%
Northwest			12,404				5	%			12,395				5	%
Total		$	245,401				100	%		$	239,207				100	%

As of March 31, 2019, all of the Company’s loans had a risk rating of “3”. The Company did not have any impaired loans, non-accrual loans, or loans in maturity default as of March 31, 2019 or December 31, 2018.

Subsequent Activity

During the period from April 1, 2019 through the date the unaudited consolidated financial statements were issued, the Company closed on one senior floating-rate mortgage loan of which $38,000 was funded at closing. The Company funded the purchase of the loan with cash on hand, proceeds from its public and private offerings and $28,500 in proceeds from one of the Company’s financing facilities.

Note 4. Mortgage-Backed Securities

The Company classified its commercial mortgage-backed securities, or CMBS, as available-for-sale as of March 31, 2019 and December 31, 2018. The investment is reported at fair value on the consolidated balance sheets with changes in fair value recorded in other comprehensive income.

12

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 4. Mortgage-Backed Securities (continued)

The table below summarizes various attributes of or investment in available-for-sale CMBS as of March 31, 2019 and December 31, 2018.

										Gross Unrealized												Weighted Average
		Outstanding Face Amount				Amortized Cost Basis				Gains				Losses				Fair Value				Coupon (1)				Remaining Duration (years)
March 31, 2019 (Unaudited)		$	1,909			$	1,910			$	1				—			$	1,911				3.59	%			1.6
December 31, 2018		$	2,000			$	1,997				—			$	(10	)		$	1,987				3.60	%			1.8

(1)	Calculated using the one-month LIBOR rate of 2.49% and 2.50% as of March 31, 2019 and December 31, 2018, respectively.

Note 5. Financing Arrangements

The following tables present summary information with respect to the Company’s outstanding financing arrangements as of March 31, 2019 and December 31, 2018:

		As of March 31, 2019 (Unaudited)
Arrangement (1)		Type of Arrangement				Weighted Average Rate				Amount Outstanding				Amount Available				Weighted Average Term (2)
WF-1 Facility (3)			Repurchase				5.07	%		$	22,875			$	52,125				4.2
GS-1 Facility (4)			Repurchase				4.76	%			127,821				47,179				3.5
Total										$	150,696			$	99,304

(1)	The carrying amount outstanding under the facilities approximates their fair value.

(2)

The weighted average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrowers under the corresponding loans, without regard to the term of the facilities. Each transaction under the facilities has its own specific terms.

(3)	The carrying amount and fair value of assets transferred as collateral underlying the facility is $48,563 and $48,639, respectively.

(4)	The carrying amount and fair value of assets transferred as collateral underlying the facility is $179,341 and $179,178, respectively.

		As of December 31, 2018
Arrangement (1)		Type of Arrangement				Weighted Average Rate				Amount Outstanding				Amount Available				Weighted Average Term (2)
WF-1 Facility (3)			Repurchase				4.49	%		$	31,305			$	43,695				3.4
GS-1 Facility (4)			Repurchase				4.35	%			127,821				2,179				3.8
										$	159,126			$	45,874

(1)	The carrying amount outstanding under the facilities approximates their fair value.

(2)

The weighted average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrowers under the corresponding loans, without regard to the term of the facilities. Each transaction under the facilities has its own specific terms.

13

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 5. Financing Arrangements (continued)

(3)	The carrying amount and fair value of assets transferred as collateral underlying the facility is $43,759 and $43,745, respectively.

(4)	The carrying amount and fair value of assets transferred as collateral underlying the facility is $177,960 and $178,026, respectively.

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the three months ended March 31, 2019 were $159,106 and 4.82%, respectively. The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the year ended December 31, 2018 were $106,424 and 4.37%, respectively.

WF-1 Facility

On August 30, 2017, the Company’s indirect wholly owned, special-purpose financing subsidiary, FS CREIT Finance WF-1 LLC, or WF-1, entered into a Master Repurchase and Securities Contract, or, as amended, the WF-1 Repurchase Agreement, and together with the related transaction documents, the WF-1 Facility, with Wells Fargo Bank, National Association, or Wells Fargo, to finance the acquisition and origination of commercial real estate whole loans or senior controlling participation interests in such loans. The initial maximum amount of financing available under the WF-1 Facility is $75,000. This amount, with the consent of Wells Fargo, may be increased to $150,000 or, either directly or after an initial increase to a maximum amount of $150,000, to $200,000. Each transaction under the WF-1 Facility has its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate.

WF-1 remains exposed to the credit risk of each asset sold to Wells Fargo under the WF-1 Facility, because WF-1 must repurchase each asset on a date mutually agreed by the parties at the time of its sale to Wells Fargo, and in any event no later than such asset’s maturity date. The Company has accounted for these transactions as secured borrowings.

The initial funding period and term of the WF-1 Facility was one year. On July 24, 2018, WF-1 entered into an amendment to the WF-1 Facility to extend each of the funding period termination date and facility maturity date by one year to August 30, 2019. At the request of WF-1, Wells Fargo may grant further extensions of the facility termination date (without extensions of the funding period) for three one-year periods. In addition, at the request of WF-1, Wells Fargo may grant a further one-year extension of the funding period.

The Company incurred $848 of deferred financing costs related to the WF-1 Facility, which is being amortized to interest expense over the life of the facility. As of March 31, 2019, $130 had yet to be amortized to interest expense. The WF-1 Facility became subject to a non-utilization fee beginning on November 28, 2017. On April 26, 2018, the WF-1 Repurchase Agreement was amended to, among other things, cancel the non-utilization fee from March 16, 2018 through the date on which the Company meets a certain equity capital threshold. On July 24, 2018, the WF-1 Repurchase Agreement was again amended to set October 22, 2018 as the date on which the non-utilization fee will begin to accrue.

In connection with the WF-1 Repurchase Agreement, the Company also entered into a guarantee agreement, or the WF-1 Guarantee, pursuant to which the Company guarantees WF-1’s obligations under the WF-1 Repurchase Agreement subject to limitations specified therein.

14

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 5. Financing Arrangements (continued)

The WF-1 Repurchase Agreement and WF-1 Guarantee, as amended, contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of their type. In addition, WF-1 is required to maintain a certain minimum liquidity amount in a collateral account with Wells Fargo and the Company is required (i) to maintain its adjusted tangible net worth at an amount equal to or greater than the greater of (A) the sum of $37,500 plus 75% of all equity capital raised by it from and after the closing date and (B) 75% of the then-current maximum facility size; (ii) to maintain, commencing on September 30, 2018, an earnings before interest, taxes, depreciation and amortization, or EBITDA, to interest expense ratio not less than 1.50 to 1.00; (iii) to maintain a total indebtedness to tangible net worth ratio of less than 3.00 to 1.00; and (iv) to maintain liquidity of not less than 7.5% of the amount outstanding under the WF-1 Facility. As of March 31, 2019, the Company was in compliance with these covenants.

GS-1 Facility

On January 26, 2018, the Company’s indirect wholly owned, special-purpose financing subsidiary, FS CREIT Finance GS-1 LLC, or GS-1, entered into an Uncommitted Master Repurchase and Securities Contract Agreement, or the GS-1 Repurchase Agreement, and together with the related transaction documents, the GS-1 Facility, as seller, with Goldman Sachs Bank USA, or Goldman Sachs, as buyer, to finance the acquisition and origination of whole, performing senior commercial or multifamily floating-rate mortgage loans secured by first liens on office, retail, industrial, hospitality, multifamily or other commercial properties. The maximum amount of financing initially available under the GS-1 Facility was $130,000. On February 20, 2019, GS-1 entered into an amendment to the GS-1 Facility to increase the maximum amount of financing available from $130,000 to $175,000. If the Company meets certain equity capital thresholds, GS-1, with the consent of Goldman Sachs, may elect to increase the maximum amount of financing available to $250,000. Each transaction under the GS-1 Facility has its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate.

GS-1 remains exposed to the credit risk of each asset sold to Goldman Sachs under the GS-1 Facility, because GS-1 must repurchase each asset on a date mutually agreed by the parties at the time of its sale to Goldman Sachs, and in any event no later than such asset’s maturity date. The Company has accounted for these transactions as secured borrowings.

The initial availability period of the GS-1 Facility (during which financing under the GS-1 Facility may be used for acquisition and origination of new assets) is two years. GS-1 may extend the availability period for up to two one-year term extensions, so long as certain conditions are met. After the end of the availability period, GS-1 may exercise an option to commence a one-year amortization period, so long as certain conditions are met. During the amortization period, certain of the terms of the GS-1 Facility will be modified, including an increase to the rate charged on each asset financed under the GS-1 Facility.

In connection with the GS-1 Repurchase Agreement, the Company entered into a Guarantee Agreement, the GS-1 Guarantee, pursuant to which the Company guarantees 50% of GS-1’s obligations under the GS-1 Repurchase Agreement, subject to limitations specified therein. The GS-1 Guarantee may become full recourse to the Company upon the occurrence of certain events, including willful bad acts by the Company or GS-1.

The GS-1 Repurchase Agreement and GS-1 Guarantee contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of their type. In addition, the Company is

15

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 5. Financing Arrangements (continued)

required (i) to maintain its adjusted tangible net worth at an amount equal to or greater than $37,500 plus 75% of all equity capital raised by the Company from and after the closing date; (ii) to maintain an EBITDA to interest expense ratio not less than 1.50 to 1.00; (iii) to maintain a total indebtedness to tangible net worth ratio of less than 3.00 to 1.00; and (iv) to maintain liquidity at not less than 7.5% of the amount outstanding under the GS-1 Facility. As of March 31, 2019, the Company was in compliance with these covenants.

The Company incurred $1,157 of deferred financing costs related to the GS-1 Facility, which is being amortized to interest expense over the life of the facility. As of March 31, 2019, $549 had yet to be amortized to interest expense.

Note 6. Related Party Transactions

Compensation of FS Real Estate Advisor and the Dealer Manager

Pursuant to the second amended and restated advisory agreement dated as of August 17, 2018, or the advisory agreement, FS Real Estate Advisor is entitled to a base management fee equal to 1.25% of the NAV for the Company’s Class T, Class S, Class D, Class M and Class I shares, payable quarterly in arrears. The payment of all or any portion of the base management fee accrued with respect to any quarter may be deferred by FS Real Estate Advisor, without interest, and may be taken in any such other quarter as FS Real Estate Advisor may determine. In calculating the Company’s base management fee, the Company will use its NAV before giving effect to accruals for such fee, stockholder servicing fees or distributions payable on its shares. The base management fee is a class-specific expense. No base management fee is paid on the Company’s Class F or Class Y shares.

FS Real Estate Advisor is also entitled to the performance fee calculated and payable quarterly in arrears in an amount equal to 10.0% of the Company’s Core Earnings (as defined below) for the immediately preceding quarter, subject to a hurdle rate, expressed as a rate of return on average adjusted capital, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, FS Real Estate Advisor does not earn a performance fee for any quarter until the Company’s Core Earnings for such quarter exceed the hurdle rate of 1.625%. For purposes of the performance fee, “adjusted capital” means cumulative net proceeds generated from sales of the Company’s common stock other than Class F common stock (including proceeds from the Company’s distribution reinvestment plan) reduced for distributions from non-liquidating dispositions of the Company’s investments paid to stockholders and amounts paid for share repurchases pursuant to the Company’s share repurchase plan. Once the Company’s Core Earnings in any quarter exceed the hurdle rate, FS Real Estate Advisor will be entitled to a “catch-up” fee equal to the amount of Core Earnings in excess of the hurdle rate, until the Company’s Core Earnings for such quarter equal 1.806%, or 7.222% annually, of adjusted capital. Thereafter, FS Real Estate Advisor is entitled to receive 10.0% of the Company’s Core Earnings.

For purposes of calculating the performance fee, “Core Earnings” means: the net income (loss) attributable to stockholders of Class Y, Class T, Class S, Class D, Class M and Class I shares, computed in accordance with GAAP (provided that net income (loss) attributable to Class Y stockholders shall be reduced by an amount equal to the base management fee that would have been paid if Class Y shares were subject to such fee), including realized gains (losses) not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) the performance fee, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other similar non-cash items that are included in net income for the applicable reporting period,

16

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 6. Related Party Transactions (continued)

regardless of whether such items are included in other comprehensive income or loss, or in net income, and (v) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items, in each case after discussions between FS Real Estate Advisor and the Company’s independent directors and approved by a majority of the Company’s independent directors. The performance fee is a class-specific expense. No performance fee is paid on the Company’s Class F shares.

Pursuant to the amended and restated sub-advisory agreement dated as of August 30, 2017, as amended, or the sub-advisory agreement, Rialto will receive 50% of all base management fees and performance fees payable to FS Real Estate Advisor.

The Company reimburses FS Real Estate Advisor and Rialto for their actual costs incurred in providing administrative services to the Company. FS Real Estate Advisor and Rialto are required to allocate the cost of such services to the Company based on objective factors such as total assets, revenues and/or time allocations. At least annually, the Company’s board of directors reviews the amount of the administrative services expenses reimbursable to FS Real Estate Advisor and Rialto to determine whether such amounts are reasonable in relation to the services provided. The Company will not reimburse FS Real Estate Advisor or Rialto for any services for which it receives a separate fee or for any administrative expenses allocated to employees to the extent they serve as executive officers of the Company.

FS Investments funded the Company’s organization and offering costs in the amount of $7,235 for the period from November 7, 2016 (Inception) to March 31, 2019. These expenses include legal, accounting, printing, mailing and filing fees and expenses, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of the Company’s transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and reimbursements for customary travel, lodging, and meals, but excluding selling commissions, dealer manager fees and stockholder servicing fees. Under the advisory agreement, FS Real Estate Advisor has agreed to advance all of the Company’s organization and offering expenses on the Company’s behalf until it has raised $250,000 of gross proceeds from its public offering.

The Company will reimburse FS Real Estate Advisor for any organization and offering expenses that it or Rialto has incurred on the Company’s behalf, up to a cap of 0.75% of the gross proceeds from its public offering in excess of $250,000. As of March 31, 2019, the Company has not reimbursed FS Real Estate Advisor for any organization and offering expenses.

During the year ended December 31, 2017, the Company incurred costs of $341 in connection with obtaining the WF-1 Facility which were paid on behalf of the Company by FS Investments. The Company has recorded these costs as deferred financing costs on the Company’s consolidated balance sheets and amortizes to interest expense over the life of the facility. During the year ended December 31, 2018, all of these costs were reimbursed to FS Investments.

17

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 6. Related Party Transactions (continued)

The following table describes the fees and expenses accrued under the advisory agreement during the three months ended March 31, 2019 and 2018:

						Three Months Ended March 31,
Related Party		Source Agreement		Description		2019				2018
FS Real Estate Advisor		Advisory Agreement		Base Management Fee (1)		$	84				—
FS Real Estate Advisor		Advisory Agreement		Performance Fee (2)		$	48				—
FS Real Estate Advisor		Advisory Agreement		Administrative Services Expenses (3)		$	594			$	240

(1)	During the three months ended March 31, 2019 and 2018, $47 and $0, respectively, in base management fees were paid to FS Real Estate Advisor. As of March 31, 2019, $84 in base management fees were payable to FS Real Estate Advisor.

(2)	During the three months ended March 31, 2019 and 2018, $24 and $0, respectively, in performance fees were paid to FS Real Estate Advisor. As of March 31, 2019, $48 in performance fees were payable to FS Real Estate Advisor.

(3)

During the three months ended March 31, 2019 and 2018, $553 and $231, respectively, of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FS Real Estate Advisor and Rialto and the remainder related to other reimbursable expenses.

The dealer manager for the Company’s continuous public offering is FS Investment Solutions, LLC, or FS Investment Solutions, which is an affiliate of FS Real Estate Advisor. Under the amended and restated dealer manager agreement dated as of August 17, 2018, or the dealer manager agreement, FS Investment Solutions is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5% of the transaction price of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price (subject to reductions for certain categories of purchasers). FS Investment Solutions is entitled to receive upfront selling commissions of up to 3.5% of the transaction price per Class S share sold in the primary offering (subject to reductions for certain categories of purchasers). The dealer manager anticipates that all of the selling commissions and dealer manager fees will be re-allowed to participating broker-dealers, unless a particular broker-dealer declines to accept some portion of the dealer manager fee they are otherwise eligible to receive. Pursuant to the dealer manager agreement, the Company also reimburses FS Investment Solutions or participating broker-dealers for bona fide due diligence expenses, provided that total organization and offering expenses shall not exceed 15% of the gross proceeds in the Company’s public offering.

No selling commissions or dealer manager fees are payable on the sale of Class D, Class M, Class I, Class F or Class Y shares or on shares of any class sold pursuant to the Company’s distribution reinvestment plan.

Subject to the limitations described below, the Company pays FS Investment Solutions stockholder servicing fees for ongoing services rendered to stockholders by participating broker-dealers or by broker-dealers servicing investors’ accounts, referred to as servicing broker-dealers:

•

with respect to the Company’s outstanding Class T shares equal to 0.85% per annum of the aggregate NAV of its outstanding T shares, consisting of an advisor stockholder servicing fee of 0.65% per

18

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 6. Related Party Transactions (continued)

annum and a dealer stockholder servicing fee of 0.20% per annum; however, with respect to Class T shares sold through certain participating broker-dealers, the advisor stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares;

•

with respect to the Company’s outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of its outstanding Class S shares;

•

with respect to the Company’s outstanding Class D shares equal to 0.3% per annum of the aggregate NAV of its outstanding Class D shares; and

•

with respect to the Company’s outstanding Class M shares equal to 0.3% per annum of the aggregate NAV of its outstanding Class M shares.

The Company does not pay a stockholder servicing fee with respect to its Class I, Class F or Class Y shares. The dealer manager reallows some or all of the stockholder servicing fees to participating broker-dealers, servicing broker-dealers and financial institutions (including bank trust departments) for ongoing stockholder services performed by such broker-dealers, and waives (pays back to the Company) stockholder servicing fees to the extent a broker-dealer or financial institution is not eligible or otherwise declines to receive all or a portion of such fees.

The Company will cease paying stockholder servicing fees with respect to any Class D, Class M, Class S and Class T shares held in a stockholder’s account at the end of the month in which the total underwriting compensation from the upfront selling commissions, dealer manager fees and stockholder servicing fees, as applicable, paid with respect to such account would exceed 1.25%, 7.25%, 8.75% and 8.75%, respectively (or a lower limit for shares sold by certain participating broker-dealers or financial institutions) of the gross proceeds from the sale of shares in such account. These amounts are referred to as the sales charge cap. At the end of such month that the sales charge cap is reached, each Class D, Class M, Class S or Class T share in such account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share.

In addition, the Company will cease paying stockholder servicing fees on each Class D share, Class M share, Class S share and Class T share held in a stockholder’s account and each such share will convert to Class I shares on the earlier to occur of the following: (i) a listing of Class I shares on a national securities exchange; (ii) the sale or other disposition of all or substantially all of the Company’s assets or the Company’s merger or consolidation with or into another entity in a transaction in which holders of Class D, Class M, Class S or Class T shares receive cash and/or shares of stock that are listed on a national securities exchange; or (iii) the date following the completion of the Company’s public offering on which, in the aggregate, underwriting compensation from all sources in connection with the Company’s public offering, including selling commissions, dealer manager fees, stockholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from its primary offering.

The Company accrues future stockholder servicing fees in an amount equal to its best estimate of fees payable to FS Investment Solutions at the time such shares are sold. As of March 31, 2019, the Company accrued $1,500 of stockholder servicing fees payable to FS Investment Solutions. FS Investment Solutions has entered into agreements with selected dealers distributing the Company’s shares in the public offering, which provide,

19

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 6. Related Party Transactions (continued)

among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fee and all or a portion of the stockholder servicing fees received by FS Investment Solutions to such selected dealers.

FS Investment Solutions also serves or served as the placement agent for the Company’s private offerings of Class F and Class Y shares pursuant to placement agreements. FS Investment Solutions does not receive any compensation pursuant to these agreements.

Expense Limitation

The Company has entered into an amended and restated expense limitation agreement with FS Real Estate Advisor and Rialto, or the expense limitation agreement, pursuant to which FS Real Estate Advisor and Rialto have agreed to waive reimbursement of or pay, on a quarterly basis, the Company’s annualized ordinary operating expenses for such quarter to the extent such expenses exceed 1.5% per annum of its average net assets attributable to each of its classes of common stock. The Company will repay FS Real Estate Advisor or Rialto on a quarterly basis any ordinary operating expenses previously waived or paid, but only if the reimbursement would not cause the then-current expense limitation, if any, to be exceeded. In addition, the reimbursement of expenses will be made only if payable not more than three years from the end of the fiscal quarter in which the expenses were paid or waived.

During the period from September 13, 2017 (Commencement of Operations) to March 31, 2019, the Company accrued $3,349 for reimbursement of expenses that FS Real Estate Advisor and Rialto have agreed to pay, including $537 in reimbursements for the three months ended March 31, 2019. During the period from September 13, 2017 (Commencement of Operations) to March 31, 2019, the Company received $2,812 in cash reimbursements from FS Real Estate Advisor. As of March 31, 2019, the Company had $537 of reimbursements due from FS Real Estate Advisor and Rialto.

Capital Contributions and Commitments

In December 2016, pursuant to a private placement, Michael C. Forman and David J. Adelman, principals of FS Investments, contributed an aggregate of $200 to purchase 8,000 Class F (previously Class S) shares at the price of $25.00 per share. These individuals will not tender these shares of common stock for repurchase as long as FS Real Estate Advisor remains the Company’s adviser. FS Investments is controlled by Mr. Forman, the Company’s president and chief executive officer, and Mr. Adelman.

In addition, the Company is conducting a private placement of its Class F shares concurrent with the public offering, in which FS Investments and Rialto and certain of their respective directors, employees, partners, officers and affiliates, and other investors designated by FS Investments and Rialto collectively committed to purchase $50,000 of the Company’s Class F shares (the “Original Commitment”), of which approximately $49,025 has been purchased as of March 31, 2019. In addition to the Original Commitment, FS Investments and Rialto committed to purchase, or may cause or otherwise arrange for one or more of their respective directors, employees, partners, officers, affiliates, and other investors designated by FS Investments and/or Rialto to purchase or acquire, up to an additional $40,000 of the Company’s common stock, as notified by the Company that capital is required to fund additional investments (the “Additional Commitment”). The Additional

20

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 6. Related Party Transactions (continued)

Commitment by its terms is currently set to expire in September 2019. As of March 31, 2019, approximately $8,535 of the Additional Commitment has been purchased. Rialto’s former parent, Lennar Corporation (“Lennar”), through Rialto Investments, LLC (“RI”), a subsidiary retained by Lennar following the sale of Rialto to Stone Point Capital in November 2018, holds the Class F shares issued in connection with the Original Commitment. Lennar, through RI, has also agreed to maintain the commitment to fund any amounts remaining under the Original Commitment and, subject to being notified by the Company that capital is required to fund additional investments, the Additional Commitment. Pursuant to the Original Commitment, each of FS Investments and RI or their respective affiliates shall maintain an investment of at least $10,000 in the Company’s common stock until such date as the Company reaches $750,000 in net assets.

Note 7. Stockholder’s Equity

Below is a summary of transactions with respect to shares of the Company’s common stock during the three months ended March 31, 2019 and 2018:

		For the Three Months Ended March 31, 2019
		Shares
		Class F				Class Y				Class T				Class S				Class D				Class M				Class I				Total
Balance as of December 31, 2018			2,471,864				193,013				124,581				3,773				60,934				417,992				128,526				3,400,683
Issuance of common stock			—				—				164,314				—				19,498				231,628				163,707				579,147
Reinvestment of distributions			25,731				—				1,935				5				394				1,038				716				29,819
Redemptions of common stock			—				—				—				—				—				(4,968	)			—				(4,968	)
Balance as of March 31, 2019			2,497,595				193,013				290,830				3,778				80,826				645,690				292,949				4,004,681
		Amount
		Class F				Class Y				Class T				Class S				Class D				Class M				Class I				Total
Balance as of December 31, 2018		$	61,269			$	4,832			$	2,987			$	91			$	1,507			$	9,736			$	3,167			$	83,589
Issuance of common stock			—				—				4,120				—				489				5,833				4,039				14,481
Reinvestment of distributions			637				—				49				0				10				26				18				740
Redemptions of common stock			—				—				—				—				—				(125	)			—				(125	)
Accrued stockholder servicing fees (1)			—				—				(195	)			(1	)			(5	)			(407	)			—				(608	)
Balance as of March 31, 2019		$	61,906			$	4,832			$	6,961			$	90			$	2,001			$	15,063			$	7,224			$	98,077

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FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 7. Stockholder’s Equity (continued)

(1)

Stockholder servicing fees only apply to Class T, Class S, Class D and Class M shares. Under GAAP, the Company accrues future stockholder servicing fees in an amount equal to its best estimate of fees payable to FS Investment Solutions at the time such shares are sold. For purposes of NAV, the Company recognizes the stockholder servicing fee as a reduction of NAV on a monthly basis. As a result, the estimated liability for the future stockholder servicing fees, which are accrued at the time each share is sold, will have no effect on the NAV of any class.

		For the Three Months Ended March 31, 2018
		Shares
		Class F				Class Y				Class I				Total
Balance as of December 31, 2017			988,801				191,114				—				1,179,915
Issuance of common stock			152,256				—				41,278				193,534
Reinvestment of distributions			17,220				1,128				—				18,348
Balance as of March 31, 2018			1,158,277				192,242				41,278				1,391,797

		Amount
		Class F				Class Y				Class I				Total
Balance as of December 31, 2017		$	24,741			$	4,785			$	—			$	29,526
Issuance of common stock			3,775				—				1,020				4,795
Reinvestment of distributions			424				—				28				452
Balance as of March 31, 2018		$	28,940			$	4,785			$	1,048			$	34,773

Status of Offerings

As of May 14, 2019, the Company has issued 4,492,737 shares of common stock (consisting of 2,506,241 shares of Class F common stock, 193,013 shares of Class Y common stock, 438,257 shares of Class T common stock, 3,780 shares of Class S common stock, 93,813 shares of Class D common stock, 732,832 shares of Class M common stock and 524,801 shares of Class I common stock), including shares issued pursuant to its distribution reinvestment plan, for gross proceeds of $111,772.

Share Repurchase Plan

The Company has adopted an amended and restated share repurchase plan, or share repurchase plan, whereby on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. Class F shares and Class Y shares are not eligible to participate in the Company’s share repurchase plan until September 2019. The repurchase of shares is limited to no more than 2% of the Company’s aggregate NAV per month of all classes of shares then participating in the share repurchase plan and no more than 5% of the Company’s aggregate NAV per calendar quarter of all classes of shares then participating in the share repurchase plan, which means that in any 12-month period, the Company limits repurchases to approximately 20% of the total NAV of all classes of shares then participating in the share repurchase plan. The Company’s board of directors may modify, suspend or terminate the share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of its stockholders. During the three months ended March 31, 2019

22

FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 7. Stockholder’s Equity (continued)

and 2018, the Company repurchased 4,968 and 0, respectively, of shares of common stock representing a total of $125 and $0, respectively. The Company had no unfulfilled repurchase requests during the three months ended March 31, 2019 and 2018.

Distribution Reinvestment Plan

Pursuant to the Company’s distribution reinvestment plan, holders of shares of any class of the Company’s common stock may elect to have their cash distributions reinvested in additional shares of the Company’s common stock. The purchase price for shares pursuant to the distribution reinvestment plan will be equal to the transaction price for such shares at the time the distribution is payable.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code. All distributions will be made at the discretion of the Company’s board of directors and will depend upon its taxable income, financial condition, maintenance of REIT status, applicable law, and other factors as the Company’s board of directors deems relevant.

The following table reflects the cash distributions per share that the Company paid on its common stock during the three months ended March 31, 2019:

Record Date		Class F				Class Y				Class T				Class S				Class D				Class M				Class I
January 30, 2019		$	0.1510			$	0.1510			$	0.1073			$	0.1073			$	0.1188			$	0.1188			$	0.1250
February 27, 2019			0.1510				0.1510				0.1073				0.1073				0.1188				0.1188				0.1250
March 28, 2019 (1)			0.1510				0.1510				0.1073				0.1073				0.1188				0.1188				0.1250
Total		$	0.4530			$	0.4530			$	0.3219			$	0.3219			$	0.3564			$	0.3564			$	0.3750

(1)	Distribution was paid on April 2, 2019.

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FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 7. Stockholder’s Equity (continued)

The following table reflects the cash distributions per share that the Company has paid on its common stock during the three months ended March 31, 2019 and 2018.

		Three Months Ended March 31,
		2019				2018
Distributions:
Paid or payable in cash		$	861			$	130
Reinvested in shares			740				452
Total distributions		$	1,601			$	582
Source of distributions:
Cash flows from operating activities		$	861			$	130
Reinvested via the distribution reinvestment plan			740				452
Offering proceeds			—				—
Total sources of distributions		$	1,601			$	582
Net cash provided by operating activities (1)		$	2,498			$	599

(1)	Cash flows from operating activities are supported by expense support payments from the FS Real Estate Advisor and Rialto pursuant to the Company’s expense limitation agreement. See Note 6 for additional information regarding the Company’s expense limitation agreement.

The Company currently declares and pays regular cash distributions on a monthly basis. On March 13, 2019 and May 6, 2019, the Company’s board of directors declared regular monthly cash distributions for April through June 2019 and July through September 2019, respectively, for each class of its outstanding common stock in the net distribution amounts per share set forth below:

Class F		Class Y		Class T		Class S		Class D		Class M		Class I
$0.1510		$0.1510		$0.1073		$0.1073		$0.1188		$0.1188		$0.1250

The distributions for each class of outstanding common stock have been or will be paid monthly to stockholders of record as of the monthly record dates previously determined by the Company’s board of directors. These distributions have been or will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan.

Note 8. Fair Value of Financial Instruments

The following table presents the Company’s financial instruments carried at fair value in the consolidated balance sheets by its level in the fair value hierarchy as of March 31, 2019 and December 31, 2018:

		March 31, 2019 (Unaudited)																December 31, 2018
		Total				Level 1				Level 2				Level 3				Total				Level 1				Level 2				Level 3
Mortgage-backed securities		$	1,911				—			$	1,911				—			$	1,987				—			$	1,987				—

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FS Credit Real Estate Income Trust, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (continued)

As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of financial position, for which it is practicable to estimate that value. The following table details the carrying amount, face amount, and fair value of the financial instruments described in Note 2:

		March 31, 2019 (Unaudited)												December 31, 2018
		Book Value				Face Amount				Fair Value				Book Value				Face Amount				Fair Value
Financial Assets
Cash, cash equivalents and restricted cash		$	4,081			$	4,081			$	4,081			$	2,608			$	2,608			$	2,608
Loans receivable (1)		$	245,401			$	245,061			$	245,362			$	239,207			$	238,979			$	239,342
Financial Liabilities
Repurchase obligations (2)		$	150,017			$	150,696			$	150,696			$	158,248			$	159,126			$	159,126

(1)	Book value of loans receivable represents the face amount, net of unamortized loan fees and costs and accrual of exit fees, as applicable.

(2)	Book value of repurchase obligations represents the face amount, net of deferred financing costs.

Estimates of fair value for cash, cash equivalents and restricted cash are measured using observable, quoted market prices, or Level 1 inputs. Estimates of fair value for loans receivable and repurchase obligations are measured using unobservable inputs, or Level 3 inputs.

Note 9. Commitments and Contingencies

The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. Management of FS Real Estate Advisor has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.

The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be party to certain legal proceedings in the ordinary course of business. While the outcome of any legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.

See Note 6 for a discussion of the Company’s commitments to FS Real Estate Advisor and its affiliates (including FS Investments) for the reimbursement of organization and offering costs funded by FS Investments once gross proceeds from the Company’s public offering exceed $250,000.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (in thousands, except share and per share amounts).

The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In this report, “we,” “us” and “our” refer to FS Credit Real Estate Income Trust, Inc.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), regarding, among other things, our business, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. We undertake no duty to update or revise forward-looking statements, except as required by law.

Introduction

We were incorporated under the general corporation laws of the State of Maryland on November 7, 2016 and formally commenced investment operations on September 13, 2017. We are currently conducting an initial public offering of up to $2,750,000 of our Class T, Class S, Class D, Class M and Class I shares of common stock pursuant to a registration statement on Form S-11 filed with the SEC consisting of up to $2,500,000 in shares in our primary offering and up to $250,000 in shares pursuant to our distribution reinvestment plan. We are also conducting a private offering of shares of our Class F common stock and previously conducted a private offering of shares of our Class Y common stock. We are managed by FS Real Estate Advisor pursuant to an advisory agreement between us and FS Real Estate Advisor. FS Real Estate Advisor is a subsidiary of our sponsor, FS Investments, a national sponsor of alternative investment funds designed for the individual investor. FS Real Estate Advisor has engaged Rialto to act as its sub-adviser.

We have elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2017. We intend to be an investment vehicle of indefinite duration focused on real estate debt investments and other real estate-related assets, the shares of common stock are generally intended to be sold and repurchased by us on a continuous basis. We intend to conduct our operations so that we are not required to register under the 1940 Act.

Our primary investment objectives are to: provide current income in the form of regular, stable cash distributions to achieve an attractive dividend yield; preserve and protect invested capital; realize appreciation in NAV from proactive management and asset management; and provide an investment alternative for stockholders seeking to allocate a portion of their long-term investment portfolios to commercial real estate debt with lower volatility than public real estate companies.

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Our investment strategy is to originate, acquire and manage a portfolio of senior loans secured by commercial real estate primarily in the United States. We are focused on senior floating-rate mortgage loans, but we may also invest in other real estate-related assets, including: (i) other commercial real estate mortgage loans, including fixed-rate loans, subordinated loans, B-Notes, mezzanine loans and participations in commercial mortgage loans; and (ii) commercial real estate securities, including CMBSs, RMBSs, unsecured debt of listed and non-listed REITs, collateralized debt obligations and equity or equity-linked securities. To a lesser extent we may invest in warehouse loans secured by commercial or residential mortgages, credit loans to commercial real estate companies and portfolios of single-family home mortgages.

Portfolio Overview

The following table details activity in our loans receivable portfolio for the three months ended March 31, 2019:

		Three Months Ended March 31, 2019
Loan fundings (1)		$	15,574
Loan repayments			(9,500	)
Total net fundings		$	6,074

(1)	Includes new loan originations and additional fundings made under existing loans.

The following table details overall statistics for our loans receivable portfolio as of March 31, 2019 and December 31, 2018:

		March 31, 2019 (Unaudited)				December 31, 2018
Number of loans			17				17
Principal balance		$	245,061			$	238,979
Net book value		$	245,401			$	239,207
Unfunded loan commitments (1)		$	46,562			$	38,324
Weighted-average cash coupon (2)			6.85	%			7.28	%
Weighted-average all-in yield (2)			7.05	%			7.48	%
Weighted-average maximum maturity (years) (3)			3.6				3.6

(1)	We may be required to provide funding when requested by the borrower in accordance with the terms of the underlying agreements.

(2)	Our floating-rate loans were indexed to LIBOR. In addition to cash coupon, all-in yield includes accretion of discount (amortization of premium) and accrual of exit fees.

(3)	Maximum maturity assumes all extension options are exercised by the borrower, however loans may be repaid prior to such date.

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The following table provides details of our loan receivable portfolio, on a loan-by-loan basis, as of March 31, 2019:

				Loan Type		Origination Date (1)				Total Loan				Principal Balance				Net Book Value				Cash Coupon (2)		All-in Yield (2)		Maximum Maturity (3)				Location		Property Type		LTV (1)
	1			Senior Loan			9/14/2017			$	34,310			$	29,250			$	29,377			L+4.25%		L+4.49%			10/9/2022			Memphis, TN		Office			73	%
	2			Senior Loan			12/6/2017				18,660				13,828				13,863			L+4.85%		L+5.03%			12/9/2022			Landover, MD		Office			67	%
	3			Senior Loan			2/22/2018				13,400				12,633				12,653			L+4.00%		L+4.17%			3/9/2023			Las Vegas, NV		Multifamily			75	%
	4			Senior Loan			2/28/2018				5,186				5,186				5,191			L+4.63%		L+4.83%			3/9/2021			Newport Beach, CA		Office			80	%
	5			Senior Loan			3/7/2018				12,050				12,050				12,091			L+4.50%		L+4.91%			3/7/2022			Las Vegas, NV		Hospitality			71	%
	6			Senior Loan			4/5/2018				21,000				14,298				14,344			L+4.25%		L+4.52%			4/9/2023			Austin, TX		Office			57	%
	7			Senior Loan			4/20/2018				30,000				30,000				29,992			L+3.75%		L+3.76%			5/9/2021			New York, NY		Office			54	%
	8			Senior Loan			5/2/2018				19,800				19,800				19,824			L+4.65%		L+4.83%			5/1/2023			East Orange, NJ		Multifamily			77	%
	9			Senior Loan			6/11/2018				12,000				12,000				12,008			L+4.00%		L+4.19%			6/9/2023			Miami, FL		Retail			65	%
	10			Senior Loan			6/11/2018				6,750				6,750				6,755			L+4.25%		L+4.44%			6/9/2023			Miami, FL		Retail			61	%
	11			Senior Loan			6/11/2018				11,000				11,000				11,007			L+4.50%		L+4.69%			6/9/2023			Miami, FL		Retail			78	%
	12			Senior Loan			6/29/2018				15,997				9,345				9,353			L+4.25%		L+4.46%			7/9/2023			Jacksonville, FL		Multifamily			68	%
	13			Senior Loan			7/18/2018				22,650				12,221				12,235			L+5.25%		L+5.45%			8/9/2023			Gaithersburg, MD		Hospitality			80	%
	14			Senior Loan			7/26/2018				15,100				12,500				12,507			L+4.25%		L+4.44%			8/9/2023			Fayetteville, NC		Industrial			72	%
	15			Senior Loan			11/9/2018				12,400				12,400				12,404			L+3.80%		L+4.08%			11/9/2022			Seattle, WA		Multifamily			76	%
	16			Senior Loan			12/19/2018				17,500				17,500				17,498			L+5.50%		L+5.78%			1/9/2022			New York, NY		Multifamily			73	%
	17			Senior Loan			2/19/2019				23,820				14,300				14,299			L+3.95%		L+4.13%			3/9/2024			Bordentown, NJ		Industrial			61	%
										$	291,623			$	245,061			$	245,401

(1)	Date loan was originated or acquired by us, and the LTV as of such date. Dates are not updated for subsequent loan modifications or upsizes.

(2)	Our floating-rate loans were indexed to LIBOR, or “L”. In addition to cash coupon, all-in yield includes accretion of discount (amortization of premium) and accrual of exit fees

(3)	Maximum maturity assumes all extension options are exercised by the borrower, however loans may be repaid prior to such date.

Subsequent Activity

During the period from April 1, 2019 through the date the unaudited consolidated financial statements were issued, we closed on one senior floating-rate mortgage loan of which $38,000 was funded at closing. We funded the purchase of the loan with cash on hand, proceeds from our public and private offerings and $28,500 in proceeds from one of our financing facilities.

Results of Operations

The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2019 and 2018.

		Three Months Ended March 31,
		2019				2018
Net interest income
Interest income		$	4,558			$	965
Less: Interest expense			(2,148	)			(548	)
Net interest income			2,410				417
Other expenses
Management and performance fees			132				—
General and administrative expenses			892				471
Less: Expense limitation			(537	)			(356	)
Net other expenses			487				115
Net income		$	1,923			$	302

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