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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 JUNE 30, 2020 |
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: 000-56163
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)
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 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 ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
As of August 10, 2020 there were 899,737 outstanding shares of Class F common stock, 141,116 outstanding shares of Class Y common stock, 1,243,831 outstanding shares of Class T common stock, 4,232,340 outstanding shares of Class S common stock, 558,670 outstanding shares of Class D common stock, 1,769,243 outstanding shares of Class M common stock and 1,785,060 outstanding shares of Class I common stock.
| Page | ||||||
|
ITEM 1. |
1 | |||||
|
Consolidated Balance Sheets as of June 30, 2020 (Unaudited) and December 31, 2019 |
1 | |||||
| 2 | ||||||
| 3 | ||||||
| 4 | ||||||
|
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 |
6 | |||||
| 7 | ||||||
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
29 | ||||
|
ITEM 3. |
40 | |||||
|
ITEM 4. |
41 | |||||
|
ITEM 1. |
42 | |||||
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ITEM 1A. |
42 | |||||
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ITEM 2. |
42 | |||||
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ITEM 3. |
44 | |||||
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ITEM 4. |
44 | |||||
|
ITEM 5. |
44 | |||||
|
ITEM 6. |
44 | |||||
| 46 | ||||||
| Item |
1. Financial Statements. |
FS Credit Real Estate Income Trust, Inc.
(in thousands, except share amounts)
|
June 30,
2020 (Unaudited) |
December 31,
2019 |
|||||||
|
Assets |
||||||||
|
Cash and cash equivalents |
$ | 61,309 | $ | 40,214 | ||||
|
Restricted cash |
3,935 | 37,941 | ||||||
|
Loans receivable |
616,705 | 406,645 | ||||||
|
Mortgage-backed securities, at fair value |
15,570 | 6,651 | ||||||
|
Reimbursement due from sponsor |
182 | 500 | ||||||
|
Interest receivable |
1,869 | 1,070 | ||||||
|
Deferred financing costs |
170 | 500 | ||||||
|
Other assets |
83 | 5,259 | ||||||
|
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|
|||||
|
Total assets (1) |
$ | 699,823 | $ | 498,780 | ||||
|
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|||||
|
Liabilities |
||||||||
|
Collateralized loan obligation (net of deferred financing costs of $5,054 and $5,483, respectively) |
$ | 322,611 | $ | 322,182 | ||||
|
Repurchase agreements payable (net of deferred financing costs of $606 and $0, respectively) |
114,367 | — | ||||||
|
Due to related party |
12,264 | 6,290 | ||||||
|
Interest payable |
482 | 773 | ||||||
|
Payable for shares repurchased |
4,932 | 62 | ||||||
|
Other liabilities |
4,756 | 3,686 | ||||||
|
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|
|||||
|
Total liabilities (1) |
459,412 | 332,993 | ||||||
|
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|
Commitments and contingencies (See Note 10) |
||||||||
|
Stockholders’ equity |
||||||||
|
Preferred stock, $0.01 par value, 50,000,000 shares authorized, 125 and 0 issued and outstanding, respectively |
— | — | ||||||
|
Class F common stock, $0.01 par value, 125,000,000 shares authorized, 897,579 and 1,475,155 issued and outstanding, respectively |
9 | 15 | ||||||
|
Class Y common stock, $0.01 par value, 125,000,000 shares authorized, 141,116 and 141,116 issued and outstanding, respectively |
1 | 1 | ||||||
|
Class T common stock, $0.01 par value, 125,000,000 shares authorized, 1,227,672 and 981,836 issued and outstanding, respectively |
12 | 10 | ||||||
|
Class S common stock, $0.01 par value, 125,000,000 shares authorized, 4,056,257 and 1,351,587 issued and outstanding, respectively |
41 | 14 | ||||||
|
Class D common stock, $0.01 par value, 125,000,000 shares authorized, 527,336 and 322,602 issued and outstanding, respectively |
5 | 3 | ||||||
|
Class M common stock, $0.01 par value, 125,000,000 shares authorized, 1,711,536 and 1,357,818 issued and outstanding, respectively |
17 | 14 | ||||||
|
Class I common stock, $0.01 par value, 300,000,000 shares authorized, 1,511,524 and 1,230,360 issued and outstanding, respectively |
15 | 12 | ||||||
|
Additional paid-in capital |
240,127 | 165,082 | ||||||
|
Accumulated other comprehensive income (loss) |
(1,064 | ) | 17 | |||||
|
Retained earnings |
1,248 | 619 | ||||||
|
|
|
|
|
|||||
|
Total stockholders’ equity |
240,411 | 165,787 | ||||||
|
|
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|
|||||
|
Total liabilities and stockholders’ equity |
$ | 699,823 | $ | 498,780 | ||||
|
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|
|||||
| (1) |
The June 30, 2020 and December 31, 2019 consolidated balance sheets include assets of a consolidated variable interest entity, or VIE, that can only be used to settle obligations of the VIE, and liabilities of the consolidated VIE for which creditors do not have recourse to the Company. As of June 30, 2020 and December 31, 2019, assets of the VIE totaled $431,094 and $427,455, respectively, and liabilities of the VIE totaled $322,830 and $322,946, respectively. See Note 9 to the unaudited consolidated financial statements for further details. |
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
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
|
Net interest income |
||||||||||||||||
|
Interest income |
$ | 9,606 | $ | 4,983 | $ | 17,734 | $ | 9,541 | ||||||||
|
Less: Interest expense |
(3,000 | ) | (2,366 | ) | (6,207 | ) | (4,514 | ) | ||||||||
|
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|||||||||
|
Net interest income |
6,606 | 2,617 | 11,527 | 5,027 | ||||||||||||
|
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|
|||||||||
|
Other expenses |
||||||||||||||||
|
Management and performance fees |
1,159 | 141 | 1,754 | 273 | ||||||||||||
|
General and administrative expenses |
1,179 | 872 | 1,897 | 1,764 | ||||||||||||
|
Less: Expense limitation |
(182 | ) | (420 | ) | (182 | ) | (957 | ) | ||||||||
|
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|
|
|||||||||
|
Net other expenses |
2,156 | 593 | 3,469 | 1,080 | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
|
Net income |
4,450 | 2,024 | 8,058 | 3,947 | ||||||||||||
|
Preferred stock dividends |
(4 | ) | — | (7 | ) | — | ||||||||||
|
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|
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|
|||||||||
|
Net income attributable to FS Credit Real Estate Income Trust, Inc. |
$ | 4,446 | $ | 2,024 | $ | 8,051 | $ | 3,947 | ||||||||
|
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|
|||||||||
|
Per share information—basic and diluted |
||||||||||||||||
|
Net income per share of common stock (earnings per share) |
$ | 0.44 | $ | 0.45 | $ | 0.84 | $ | 0.95 | ||||||||
|
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|||||||||
|
Weighted average common stock outstanding |
10,155,719 | 4,538,627 | 9,566,733 | 4,165,993 | ||||||||||||
|
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|||||||||
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
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
|
Net income |
$ | 4,450 | $ | 2,024 | $ | 8,058 | $ | 3,947 | ||||||||
|
Other comprehensive income |
||||||||||||||||
|
Net change in unrealized gain (loss) on mortgage-backed securities |
791 | 3 | (1,081 | ) | 14 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total other comprehensive income (loss) |
791 | 3 | (1,081 | ) | 14 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Comprehensive income |
$ | 5,241 | $ | 2,027 | $ | 6,977 | $ | 3,961 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
See notes to unaudited consolidated financial statements.
3
FS Credit Real Estate Income Trust, Inc.
Unaudited Consolidated Statements of Changes in Equity
(in thousands)
| Par Value | ||||||||||||||||||||||||||||||||||||||||||||
|
Common
Stock Class F |
Common
Stock Class Y |
Common
Stock Class T |
Common
Stock Class S |
Common
Stock Class D |
Common
Stock Class M |
Common
Stock Class I |
Additional
Paid-In Capital |
Accumulated
Other Comprehensive Income (Loss) |
Retained
Earnings (Accumulated Deficit) |
Total
Stockholders’ Equity |
||||||||||||||||||||||||||||||||||
|
Three Months Ended June 30, 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
Balance as of March 31, 2020 |
$ | 9 | $ | 1 | $ | 12 | $ | 38 | $ | 5 | $ | 16 | $ | 17 | $ | 235,319 | $ | (1,855 | ) | $ | 743 | $ | 234,305 | |||||||||||||||||||||
|
Common stock issued |
— | — | — | 4 | — | 2 | 2 | 19,212 | — | — | 19,220 | |||||||||||||||||||||||||||||||||
|
Distributions declared |
— | — | — | — | — | — | — | — | — | (3,941 | ) | (3,941 | ) | |||||||||||||||||||||||||||||||
|
Proceeds from distribution reinvestment plan |
— | — | — | — | — | — | — | 1,236 | — | — | 1,236 | |||||||||||||||||||||||||||||||||
|
Redemptions of common stock |
— | — | — | (1 | ) | — | (1 | ) | (4 | ) | (14,954 | ) | — | — | (14,960 | ) | ||||||||||||||||||||||||||||
|
Stockholder servicing fees |
— | — | — | — | — | — | — | (686 | ) | — | — | (686 | ) | |||||||||||||||||||||||||||||||
|
Net income |
— | — | — | — | — | — | — | — | — | 4,450 | 4,450 | |||||||||||||||||||||||||||||||||
|
Dividends on preferred stock |
— | — | — | — | — | — | — | — | — | (4 | ) | (4 | ) | |||||||||||||||||||||||||||||||
|
Other comprehensive income |
— | — | — | — | — | — | — | — | 791 | — | 791 | |||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||
|
Balance as of June 30, 2020 |
$ | 9 | $ | 1 | $ | 12 | $ | 41 | $ | 5 | $ | 17 | $ | 15 | $ | 240,127 | $ | (1,064 | ) | $ | 1,248 | $ | 240,411 | |||||||||||||||||||||
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|
Three Months Ended June 30, 2019 |
||||||||||||||||||||||||||||||||||||||||||||
|
Balance as of March 31, 2019 |
$ | 25 | $ | 2 | $ | 3 | $ | — | $ | 1 | $ | 6 | $ | 3 | $ | 98,037 | $ | 1 | $ | 179 | $ | 98,257 | ||||||||||||||||||||||
|
Common stock issued |
— | — | 2 | — | — | 2 | 4 | 19,722 | — | — | 19,730 | |||||||||||||||||||||||||||||||||
|
Distributions declared |
— | — | — | — | — | — | — | — | — | (1,893 | ) | (1,893 | ) | |||||||||||||||||||||||||||||||
|
Proceeds from distribution reinvestment plan |
— | — | — | — | — | — | — | 806 | — | — | 806 | |||||||||||||||||||||||||||||||||
|
Redemptions of common stock |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
|
Stockholder servicing fees |
— | — | — | — | — | — | — | (549 | ) | — | — | (549 | ) | |||||||||||||||||||||||||||||||
|
Net income |
— | — | — | — | — | — | — | — | — | 2,024 | 2,024 | |||||||||||||||||||||||||||||||||
|
Other comprehensive income |
— | — | — | — | — | — | — | — | 3 | — | 3 | |||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||
|
Balance as of June 30, 2019 |
$ | 25 | $ | 2 | $ | 5 | $ | — | $ | 1 | $ | 8 | $ | 7 | $ | 118,016 | $ | 4 | $ | 310 | $ | 118,378 | ||||||||||||||||||||||
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See notes to unaudited consolidated financial statements.
4
FS Credit Real Estate Income Trust, Inc.
Unaudited Consolidated Statements of Changes in Equity (continued)
(in thousands)
| Par Value | ||||||||||||||||||||||||||||||||||||||||||||
|
Common
Stock Class F |
Common
Stock Class Y |
Common
Stock Class T |
Common
Stock Class S |
Common
Stock Class D |
Common
Stock Class M |
Common
Stock Class I |
Additional
Paid-In Capital |
Accumulated
Other Comprehensive Income (Loss) |
Retained
Earnings (Accumulated Deficit) |
Total
Stockholders’ Equity |
||||||||||||||||||||||||||||||||||
|
Six Months Ended June 30, 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2019 |
$ | 15 | $ | 1 | $ | 10 | $ | 14 | $ | 3 | $ | 14 | $ | 12 | $ | 165,082 | $ | 17 | $ | 619 | $ | 165,787 | ||||||||||||||||||||||
|
Common stock issued |
— | — | 2 | 29 | 2 | 5 | 7 | 113,910 | — | — | 113,955 | |||||||||||||||||||||||||||||||||
|
Preferred stock issued |
— | — | — | — | — | — | — | 125 | — | — | 125 | |||||||||||||||||||||||||||||||||
|
Distributions declared |
— | — | — | — | — | — | — | — | — | (7,422 | ) | (7,422 | ) | |||||||||||||||||||||||||||||||
|
Proceeds from distribution reinvestment plan |
— | — | — | — | — | — | — | 2,341 | — | — | 2,341 | |||||||||||||||||||||||||||||||||
|
Redemptions of common stock |
(6 | ) | — | — | (2 | ) | — | (2 | ) | (4 | ) | (34,832 | ) | — | — | (34,846 | ) | |||||||||||||||||||||||||||
|
Stockholder servicing fees |
— | — | — | — | — | — | — | (6,499 | ) | — | — | (6,499 | ) | |||||||||||||||||||||||||||||||
|
Net income |
— | — | — | — | — | — | — | — | — | 8,058 | 8,058 | |||||||||||||||||||||||||||||||||
|
Dividends on preferred stock |
— | — | — | — | — | — | — | — | — | (7 | ) | (7 | ) | |||||||||||||||||||||||||||||||
|
Other comprehensive income |
— | — | — | — | — | — | — | — | (1,081 | ) | — | (1,081 | ) | |||||||||||||||||||||||||||||||
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|||||||||||||||||||||||
|
Balance as of June 30, 2020 |
$ | 9 | $ | 1 | $ | 12 | $ | 41 | $ | 5 | $ | 17 | $ | 15 | $ | 240,127 | $ | (1,064 | ) | $ | 1,248 | $ | 240,411 | |||||||||||||||||||||
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Six Months Ended June 30, 2019 |
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|
Balance as of December 31, 2018 |
$ | 25 | $ | 2 | $ | 1 | $ | — | $ | 1 | $ | 4 | $ | 1 | $ | 83,555 | $ | (10 | ) | $ | (143 | ) | $ | 83,436 | ||||||||||||||||||||
|
Common stock issued |
— | — | 4 | — | — | 4 | 6 | 34,197 | — | — | 34,211 | |||||||||||||||||||||||||||||||||
|
Distributions declared |
— | — | — | — | — | — | — | — | — | (3,494 | ) | (3,494 | ) | |||||||||||||||||||||||||||||||
|
Proceeds from distribution reinvestment plan |
— | — | — | — | — | — | — | 1,546 | — | — | 1,546 | |||||||||||||||||||||||||||||||||
|
Redemptions of common stock |
— | — | — | — | — | — | — | (125 | ) | — | — | (125 | ) | |||||||||||||||||||||||||||||||
|
Stockholder servicing fees |
— | — | — | — | — | — | — | (1,157 | ) | — | — | (1,157 | ) | |||||||||||||||||||||||||||||||
|
Net income |
— | — | — | — | — | — | — | — | — | 3,947 | 3,947 | |||||||||||||||||||||||||||||||||
|
Other comprehensive income |
— | — | — | — | — | — | — | — | 14 | — | 14 | |||||||||||||||||||||||||||||||||
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Balance as of June 30, 2019 |
$ | 25 | $ | 2 | $ | 5 | $ | — | $ | 1 | $ | 8 | $ | 7 | $ | 118,016 | $ | 4 | $ | 310 | $ | 118,378 | ||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
5
FS Credit Real Estate Income Trust, Inc.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
|
Six Months Ended
June 30, |
||||||||
| 2020 | 2019 | |||||||
|
Cash flows from operating activities |
||||||||
|
Net income |
$ | 8,058 | $ | 3,947 | ||||
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities |
||||||||
|
Amortization of deferred fees on loans |
(410 | ) | (267 | ) | ||||
|
Amortization of deferred financing costs |
1,202 | 534 | ||||||
|
Changes in assets and liabilities |
||||||||
|
Reimbursement due from sponsor |
318 | 288 | ||||||
|
Interest receivable |
(799 | ) | (143 | ) | ||||
|
Other assets |
5,176 | (32 | ) | |||||
|
Due to related party |
5,974 | 1,102 | ||||||
|
Interest payable |
(291 | ) | 12 | |||||
|
Other liabilities |
(5,139 | ) | 151 | |||||
|
|
|
|
|
|||||
|
Net cash provided by (used in) operating activities |
14,089 | 5,592 | ||||||
|
|
|
|
|
|||||
|
Cash flows used in investing activities |
||||||||
|
Origination and fundings of loans receivable |
(209,971 | ) | (82,672 | ) | ||||
|
Principal collections from loans receivable |
216 | 9,500 | ||||||
|
Exit and extension fees received on loans receivable |
105 | — | ||||||
|
Purchases of mortgage-backed securities |
(25,555 | ) | (274 | ) | ||||
|
Principal repayments of mortgage-backed securities |
15,555 | 375 | ||||||
|
|
|
|
|
|||||
|
Net cash used in investing activities |
(219,650 | ) | (73,071 | ) | ||||
|
|
|
|
|
|||||
|
Cash flows from financing activities |
||||||||
|
Issuance of common stock |
113,955 | 34,211 | ||||||
|
Redemptions of common stock |
(29,976 | ) | (225 | ) | ||||
|
Stockholder distributions paid |
(4,853 | ) | (1,806 | ) | ||||
|
Stockholder servicing fees |
(525 | ) | (55 | ) | ||||
|
Borrowings under repurchase agreements |
126,590 | 66,904 | ||||||
|
Repayments under repurchase agreements |
(11,617 | ) | (30,775 | ) | ||||
|
Borrowings under credit facility |
6,000 | — | ||||||
|
Repayments under credit facility |
(6,000 | ) | — | |||||
|
Payment of deferred financing costs |
(1,049 | ) | (183 | ) | ||||
|
Proceeds from issuance of preferred stock |
125 | — | ||||||
|
|
|
|
|
|||||
|
Net cash provided by (used in) financing activities |
192,650 | 68,071 | ||||||
|
|
|
|
|
|||||
|
Total increase (decrease) in cash, cash equivalents and restricted cash |
(12,911 | ) | 592 | |||||
|
Cash, cash equivalents and restricted cash at beginning of period |
78,155 | 2,608 | ||||||
|
|
|
|
|
|||||
|
Cash, cash equivalents and restricted cash at end of period |
$ | 65,244 | $ | 3,200 | ||||
|
|
|
|
|
|||||
|
Supplemental disclosure of cash flow information and non-cash financial activities |
||||||||
|
Payments of interest |
$ | 5,296 | $ | 3,968 | ||||
|
|
|
|
|
|||||
|
Accrued stockholder servicing fee |
$ | 5,974 | $ | 1,102 | ||||
|
|
|
|
|
|||||
|
Distributions payable |
$ | 897 | $ | 399 | ||||
|
|
|
|
|
|||||
|
Reinvestment of stockholder distributions |
$ | 2,341 | $ | 1,546 | ||||
|
|
|
|
|
|||||
|
Payable for shares repurchased |
$ | 4,932 | — | |||||
|
|
|
|
|
|||||
See notes to unaudited consolidated financial statements.
6
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 and a variable interest entity, or VIE, of which the Company is the primary beneficiary, as of June 30, 2020. 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.
Principles of Consolidation: Financial Accounting Standards Board, or FASB, Accounting Standards Codification Topic 810—Consolidation, or ASC Topic 810, provides guidance on the identification of a VIE (a
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)
variable interest entity for which control is achieved through means other than voting rights) and the determination of which business enterprise, if any, should consolidate the VIE. An entity is considered a VIE if any of the following applies: (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.
The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined as the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE.
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 overnight institutional money market funds. As of June 30, 2020 and December 31, 2019, the Company’s investment in overnight institutional money market funds was $62,867 and $75,560, 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 primarily represents cash held in an account to fund additional collateral interests within the Company’s collateralized loan obligation.
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:
| June 30, | ||||||||
| 2020 | 2019 | |||||||
|
Cash and cash equivalents |
$ | 61,309 | $ | 885 | ||||
|
Restricted cash |
3,935 | 2,315 | ||||||
|
|
|
|
|
|||||
|
Total cash, cash equivalents and restricted cash |
$ | 65,244 | $ | 3,200 | ||||
|
|
|
|
|
|||||
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
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)
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 |
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 or 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.
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)
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 and Rialto.
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. |
| • |
Collateralized loan obligation, repurchase obligations and credit facility: 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: Deferred financing costs include issuance and other costs related to the Company’s debt obligations. The deferred financing costs related to the Company’s collateralized loan obligation and repurchase agreements are recorded as a reduction in the net book value of the related liability on the Company’s consolidated balance sheets. Deferred financing costs related to the Company’s revolving credit facility and facilities that are undrawn as of the reporting date are recorded as an asset on the Company’s consolidated balance sheets. 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
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)
interest or dividends on loans and securities if there is reason to doubt the collectability of such income. Any loan origination fees to which the Company is entitled, 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 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 in excess of $250,000. FS Real Estate Advisor has agreed not to seek reimbursement of offering costs previously incurred until such time as it determines that the Company has achieved economies of scale sufficient to ensure that it can bear a reasonable level of expenses in relation to its income. After such time, the Company may reimburse FS Real Estate Advisor 0.75% of the gross proceeds raised in its continuous public offering in excess of $250,000. During the period from November 7, 2016 (Inception) to June 30, 2020, the Company incurred offering costs of $11,134, 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 June 30, 2020, 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
11
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)
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 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. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instrument (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates, which deferred the effective date of ASU 2016-13 for smaller reporting companies until fiscal years beginning after December 15, 2022. The Company, as a smaller reporting company, continues to evaluate the impact of this update 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 June 30, 2020 and December 31, 2019:
|
June 30,
2020 (Unaudited) |
December 31,
2019 |
|||||||
|
Number of loans |
33 | 24 | ||||||
|
Principal balance |
$ | 615,755 | $ | 405,985 | ||||
|
Net book value |
$ | 616,705 | $ | 406,645 | ||||
|
Unfunded loan commitments (1) |
$ | 53,468 | $ | 44,226 | ||||
|
Weighted-average cash coupon (2) |
L+4.20 | % | L+4.22 | % | ||||
|
Weighted-average all-in yield (2) |
L+4.31 | % | L+4.39 | % | ||||
|
Weighted-average maximum maturity (years) (3) |
3.8 | 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. |
12
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)
For the six months ended June 30, 2020 and 2019, the activity in the Company’s loan portfolio was as follows:
|
For the Six Months
Ended June 30, |
||||||||
| 2020 | 2019 | |||||||
|
Balance at beginning of period |
$ | 406,645 | $ | 239,207 | ||||
|
Loan fundings |
209,971 | 82,672 | ||||||
|
Loan repayments |
(216 | ) | (9,500 | ) | ||||
|
Amortization of deferred fees on loans |
410 | 267 | ||||||
|
Exit and extension fees received on loans receivable |
(105 | ) | — | |||||
|
|
|
|
|
|||||
|
Balance at end of period |
$ | 616,705 | $ | 312,646 | ||||
|
|
|
|
|
|||||
The following tables detail the property type and geographic location of the properties securing the loans in the Company’s portfolio as of June 30, 2020 and December 31, 2019:
|
June 30, 2020
(Unaudited) |
December 31, 2019 | |||||||||||||||
|
Property Type |
Net Book
Value |
Percentage |
Net Book
Value |
Percentage | ||||||||||||
|
Office |
$ | 147,094 | 24 | % | $ | 121,151 | 30 | % | ||||||||
|
Multifamily |
127,857 | 21 | % | 81,111 | 20 | % | ||||||||||
|
Industrial |
118,921 | 19 | % | 30,019 | 7 | % | ||||||||||
|
Mixed Use |
91,447 | 15 | % | 76,833 | 19 | % | ||||||||||
|
Hospitality |
59,602 | 10 | % | 56,221 | 14 | % | ||||||||||
|
Retail |
52,085 | 8 | % | 41,310 | 10 | % | ||||||||||
|
Self Storage |
19,699 | 3 | % | — | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 616,705 | 100 | % | $ | 406,645 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
June 30, 2020
(Unaudited) |
December 31, 2019 | |||||||||||||||
|
Geographic Location (1) |
Net Book
Value |
Percentage |
Net Book
Value |
Percentage | ||||||||||||
|
South |
$ | 297,431 | 48 | % | $ | 163,486 | 40 | % | ||||||||
|
Northeast |
168,331 | 27 | % | 152,874 | 38 | % | ||||||||||
|
West |
120,905 | 20 | % | 80,319 | 20 | % | ||||||||||
|
Midwest |
10,339 | 2 | % | 9,966 | 2 | % | ||||||||||
|
Various |
19,699 | 3 | % | — | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 616,705 | 100 | % | $ | 406,645 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
As defined by the United States Department of Commerce, Bureau of the Census. |
As of June 30, 2020 and 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 June 30, 2020 or December 31, 2019.
13
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
The Company classified its commercial mortgage-backed securities, or CMBS, as available-for-sale as of June 30, 2020 and December 31, 2019. The investment is reported at fair value on the consolidated balance sheets with changes in fair value recorded in other comprehensive income.
The table below summarizes various attributes of the Company’s investments in available-for-sale CMBS as of June 30, 2020 and December 31, 2019, respectively.
| Gross Unrealized | Weighted Average | |||||||||||||||||||||||||||
|
Outstanding
Face Amount |
Amortized
Cost Basis |
Gains | Losses |
Fair
Value |
Coupon (1) |
Remaining
Duration (years) |
||||||||||||||||||||||
|
June 30, 2020 (Unaudited) |
||||||||||||||||||||||||||||
|
CMBS |
$ | 16,634 | $ | 16,634 | $ | — | $ | (1,064 | ) | $ | 15,570 | 2.10 | % | 1.4 | ||||||||||||||
|
December 31, 2019 |
||||||||||||||||||||||||||||
|
CMBS |
$ | 6,634 | $ | 6,634 | $ | 17 | $ | — | $ | 6,651 | 3.20 | % | 1.7 | |||||||||||||||
| (1) |
Calculated using the one-month LIBOR rate of 0.16% and 1.80% as of June 30, 2020 and December 31, 2019, respectively. |
Note 5. Financing Arrangements
The following tables present summary information with respect to the Company’s outstanding financing arrangements as of June 30, 2020 and December 31, 2019. For additional information regarding these financing arrangements, see the notes to the Company’s audited consolidated financial statements contained in its annual report on Form 10-K for the year ended December 31, 2019. Any significant changes to the Company’s financing arrangements during the six months ended June 30, 2020 are discussed below.
| As of June 30, 2020 (Unaudited) | ||||||||||||||||||||
|
Arrangement (1) |
Type of
Arrangement |
Rate |
Amount
Outstanding |
Amount
Available |
Maturity Date | |||||||||||||||
|
2019-FL1 Notes |
|
Collateralized Loan
Obligation |
|
L+1.20% - 2.50% (2) | $ | 327,665 | $ | — | December 18, 2036 (3) | |||||||||||
|
WF-1 Facility (4) |
Repurchase | L+2.15% - 2.50% (5) | 47,950 | 102,050 | August 30, 2020 | |||||||||||||||
|
GS-1 Facility (6) |
Repurchase | L+1.75% - 2.75% (7) | 67,023 | 107,977 | January 26, 2021 | |||||||||||||||
|
CNB Facility |
|
Revolving
Credit Facility |
|
L+2.25% (2) | — | 15,000 | August 23, 2021 | |||||||||||||
|
|
|
|
|
|||||||||||||||||
|
Total |
$ | 442,638 | $ | 225,027 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| (1) |
The carrying amount outstanding under the facilities approximates their fair value. |
| (2) |
LIBOR is subject to a 0.00% floor. |
| (3) |
The 2019-FL1 Notes mature on the December 2036 payment date, as defined in the Indenture governing the 2019-FL1 Notes and calculated based on the current U.S. federal holidays. |
| (4) |
The carrying amount and fair value of assets transferred as collateral underlying the facility is $66,026 and $64,362, respectively. |
| (5) |
LIBOR is subject to a 0.00% floor. FS CREIT Finance WF-1 LLC, or WF-1, and Wells Fargo Bank, National Association, or Wells Fargo, may mutually agree on rates outside this range or a different LIBOR floor on an asset by asset basis. |
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)
| (6) |
The carrying amount and fair value of assets transferred as collateral underlying the facility is $89,393 and $87,982, respectively. |
| (7) |
LIBOR is subject to a 0.50% floor. FS CREIT Finance GS-1 LLC, or GS-1, and Goldman Sachs Bank USA, or Goldman Sachs, may mutually agree on rates outside this range or a different LIBOR floor on an asset by asset basis. |
| As of December 31, 2019 | ||||||||||||||||||||
|
Arrangement (1) |
Type of
Arrangement |
Rate |
Amount
Outstanding |
Amount
Available |
Maturity Date | |||||||||||||||
|
2019-FL1 Notes |
|
Collateralized
Loan Obligation |
|
L+1.20% - 2.50% (2) | $ | 327,665 | $ | — | December 18, 2036 | (3) | ||||||||||
|
WF-1 Facility |
Repurchase | L+2.15% - 2.50% (4) | — | 150,000 | August 30, 2020 | |||||||||||||||
|
GS-1 Facility |
Repurchase | L+1.75% - 2.75% (5) | — | 175,000 | January 26, 2020 | |||||||||||||||
|
CNB Facility |
|
Revolving
Credit Facility |
|
L+2.25% (2) | — | 10,000 | August 23, 2021 | |||||||||||||
|
|
|
|
|
|||||||||||||||||
|
Total |
$ | 327,665 | $ | 335,000 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| (1) |
The carrying amount outstanding under the facilities approximates their fair value. |
| (2) |
LIBOR is subject to a 0.00% floor. |
| (3) |
The 2019-FL1 Notes mature on the December 2036 payment date, as defined in the Indenture governing the 2019-FL1 Notes and calculated based on the current U.S. federal holidays. |
| (4) |
LIBOR is subject to a 0.00% floor. WF-1 and Wells Fargo Bank, National Association, or Wells Fargo, may mutually agree on rates outside this range or a different LIBOR floor on an asset by asset basis. |
| (5) |
LIBOR is subject to a 0.50% floor. GS-1 and Goldman Sachs, may mutually agree on rates outside this range or a different LIBOR floor on an asset by asset basis. |
The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the six months ended June 30, 2020 were $402,693 and 2.46%, respectively. The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the year ended December 31, 2019 were $206,149 and 4.36%, respectively.
Under its financing arrangements, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar financing arrangements. The Company was in compliance with all covenants required by its financing arrangements as of June 30, 2020 and December 31, 2019.
2019-FL1 Notes
On December 5, 2019, the Company issued $327,665 of collateralized loan obligation notes, or the CLO Transaction, through FS Rialto Sub-REIT LLC, or the Sub-REIT, a subsidiary real estate investment trust of the Company, and two wholly-owned financing subsidiaries of the Sub-REIT, FS Rialto 2019-FL1 Issuer, Ltd., an exempted company with limited liability under the laws of the Cayman Islands, as issuer, or the Issuer, and FS Rialto 2019-FL1 Co-Issuer, LLC, a Delaware limited liability company, as co-issuer, or the Co-Issuer and, together with the Issuer, the CLO Issuers.
As of June 30, 2020, the 2019-FL1 Notes were collateralized by a pool of interests in 24 commercial real estate loans having a total principal balance of $427,223.
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)
The Company incurred $5,717 of issuance costs which are amortized over the remaining life of the loans that collateralized the 2019-FL1 Notes. As of June 30, 2020, $5,054 had yet to be amortized to interest expense.
WF-1 Facility
On August 30, 2017, the Company’s indirect wholly owned, special-purpose financing subsidiary, WF-1, as seller, 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, as buyer, to finance the acquisition and origination of commercial real estate whole loans or senior controlling participation interests in such loans. The maximum amount of financing available under the WF-1 Facility as of June 30, 2020 is $150,000, which may be increased to $200,000 with the consent of Wells Fargo. 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.
The Company incurred $1,410 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 June 30, 2020, $114 had yet to be amortized to interest expense.
GS-1 Facility
On January 26, 2018, the Company’s indirect wholly-owned, special-purpose financing subsidiary, GS-1, as seller, entered into an Uncommitted Master Repurchase and Securities Contract Agreement, or as amended, the GS-1 Repurchase Agreement, and together with the related transaction documents, the GS-1 Facility with 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 available under the GS-1 Facility as of June 30, 2020 is $175,000, which may be increased to $250,000 with the consent of Goldman Sachs if the Company meets certain equity capital thresholds. 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.
The initial availability period of the GS-1 Facility (during which financing under the GS-1 Facility was available for acquisition and origination of new assets) was two years. On February 18, 2020, the GS-1 Repurchase Agreement was amended to extend the availability period to January 26, 2021. GS-1 may extend the availability period for an additional one-year term, 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 changes to the terms of the GS-1 Facility would apply, including an increase to the rate charged on each asset financed under the GS-1 Facility.
The Company incurred $2,063 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 June 30, 2020, $492 had yet to be amortized to interest expense.
CNB Facility
On August 22, 2019, the Company and FS CREIT Finance Holdings LLC, a direct wholly owned subsidiary of the Company, each as a borrower, entered into a Loan and Security Agreement, or the CNB Loan Agreement, and together with the related transaction documents, the CNB Facility, with City National Bank, or
16
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)
CNB, as administrative agent and lender. The initial maximum committed facility amount under the CNB Facility was $10,000, subject to increase, with the consent of CNB to $25,000. On March 23, 2020, the CNB Facility was amended to, among other things, (i) increase the maximum committed amount of financing available from $10,000 to $15,000, and (ii) increase the minimum net asset value the Company is required to maintain from $85,000 to $100,000. Borrowings under the CNB Facility are subject to compliance with a borrowing base calculated based on the Company’s stockholder subscriptions and certain cash and assets held directly by the Company.
The Company incurred $255 of deferred financing costs related to the CNB Facility, which is being amortized to interest expense over the life of the facility. As of June 30, 2020, $170 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
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)
losses or other similar non-cash items that are included in net income for the applicable reporting period, 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 $11,377 for the period from November 7, 2016 (Inception) to June 30, 2020. 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.
Although such amounts may be subject to reimbursement thereafter, FS Real Estate Advisor and Rialto have each agreed to defer the recoupment of any organization and offering expenses that may be reimbursable by the Company under the advisory agreement with respect to gross proceeds raised in the offering in excess of $250,000 until FS Real Estate Advisor, in its sole discretion, determines that the Company has achieved economies of scale sufficient to ensure that it can bear a reasonable level of expenses in relation to its income. After such time, FS Real Estate Advisor may be reimbursed 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 gross proceeds raised thereafter. As of June 30, 2020, the Company has not reimbursed FS Real Estate Advisor for any organization and offering expenses.
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)
The following table describes the fees and expenses accrued under the advisory agreement during the three and six months ended June 30, 2020 and 2019:
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||||||
|
Related Party |
Source Agreement |
Description |
2020 | 2019 | 2020 | 2019 | ||||||||||||||
|
FS Real Estate Advisor |
Advisory Agreement |
Base Management Fee (1) |
$ | 721 | $ | 141 | $ | 1,316 | $ | 225 | ||||||||||
|
FS Real Estate Advisor |
Advisory Agreement |
Performance Fee (2) |
$ | 438 | — | $ | 438 | $ | 48 | |||||||||||
|
FS Real Estate Advisor |
Advisory Agreement |
Administrative Services Expenses (3) |
$ | 660 | $ | 583 | $ | 888 | $ | 1,177 | ||||||||||
| (1) |
During the six months ended June 30, 2020 and 2019, $921 and $132, respectively, in base management fees were paid to FS Real Estate Advisor. As of June 30, 2020, $718 in base management fees were payable to FS Real Estate Advisor. |
| (2) |
During the six months ended June 30, 2020 and 2019, $0 and $72, respectively, in performance fees were paid to FS Real Estate Advisor. As of June 30, 2020, $438 in performance fees were payable to FS Real Estate Advisor. |
| (3) |
During the six months ended June 30, 2020 and 2019, $834 and $1,023, 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 Class T shares, consisting of an advisor stockholder servicing fee of 0.65% per 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 |
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)
|
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 June 30, 2020 and December 31, 2019, the Company accrued $12,264 and $6,290, respectively, 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, 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.
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)
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.
FS Real Estate Advisor and Rialto each agreed to waive the recoupment of any amounts that may be subject to conditional reimbursement during the quarterly period ended March 31, 2020. To the extent that the conditions to recoupment are satisfied in a future quarter (prior to the expiration of the three-year period for reimbursement set forth in the expense limitation agreement), such expenses may be subject to conditional recoupment in accordance with the terms of the expense limitation agreement.
During the period from September 13, 2017 (Commencement of Operations) to June 30, 2020, the Company accrued $4,942 for reimbursement of expenses that FS Real Estate Advisor and Rialto have agreed to pay, including $182 in reimbursements for the six months ended June 30, 2020. During the period from September 13, 2017 (Commencement of Operations) to June 30, 2020, the Company received $4,760 in cash reimbursements from FS Real Estate Advisor. As of June 30, 2020, the Company had $182 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 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.
Each of FS Investments and Rannel Investments, LLC (f/k/a Rialto Investments, LLC) (“RI”), a former affiliate of Rialto, the Company’s sub-adviser, previously committed to purchase, or to cause its designees to purchase, the Company’s Class F shares and to maintain a minimum investment of $10,000 in Class F shares until such date as the Company reaches $750,000 in net assets (the “Minimum Investment Amount”). FS Investments, Rialto and RI previously agreed that the remaining commitments to purchase additional Class F shares would expire in October 2019. On October 25, 2019, FS Investments and the Company’s board of directors agreed that FS Investments’ remaining commitment to purchase up to approximately $21,400 in Class F shares will continue until November 1, 2020.
Following the sale of Rialto in November 2018, RI remained a wholly-owned subsidiary of Lennar Corporation and no longer has any affiliation with Rialto or the Company other than its ownership of the
21
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)
Company’s Class F shares. On October 25, 2019, the Company’s board of directors approved the termination of RI’s remaining commitment to purchase Class F shares and agreed that the Company may repurchase up to approximately $17,000 of RI’s Class F shares, in its discretion and in one or more repurchases, outside the Company’s share repurchase plan at the most recently published NAV per Class F share at the time of any such repurchase. As of December 31, 2019, all of these shares were repurchased by the Company outside of the share repurchase plan at an average price of $24.95 per Class F share.
On February 14, 2020, the Company repurchased, outside of the share repurchase plan, approximately $14,700 of its Class F shares from MCFDA SCV LLC, a special purpose vehicle jointly owned by Michael C. Forman and David J. Adelman, the principals of FS Investments, at the then-current transaction price of $24.95 per share.
As of August 10, 2020, FS Investments (including its affiliates and designees) owned approximately $21,500 in Class F shares.
Note 7. Stockholders’ Equity
Below is a summary of transactions with respect to shares of the Company’s common stock during the six months ended June 30, 2020 and 2019:
| Shares | ||||||||||||||||||||||||||||||||
| Class F | Class Y | Class T | Class S | Class D | Class M | Class I | Total | |||||||||||||||||||||||||
|
Balance as of December 31, 2019 |
1,475,155 | 141,116 | 981,836 | 1,351,587 | 322,602 | 1,357,818 | 1,230,360 | 6,860,474 | ||||||||||||||||||||||||
|
Issuance of common stock |
— | — | 235,067 | 2,925,194 | 209,311 | 516,831 | 630,862 | 4,517,265 | ||||||||||||||||||||||||
|
Reinvestment of distributions |
13,941 | — | 16,390 | 27,610 | 4,311 | 15,701 | 15,581 | 93,534 | ||||||||||||||||||||||||
|
Redemptions of common stock |
(591,517 | ) | — | (5,621 | ) | (248,134 | ) | (8,888 | ) | (164,531 | ) | (379,900 | ) | (1,398,591 | ) | |||||||||||||||||
|
Transfers in or out |
— | — | — | — | — | (14,283 | ) | 14,621 | 338 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Balance as of June 30, 2020 |
897,579 | 141,116 | 1,227,672 | 4,056,257 | 527,336 | 1,711,536 | 1,511,524 | 10,073,020 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Amount | ||||||||||||||||||||||||||||||||
| Class F | Class Y | Class T | Class S | Class D | Class M | Class I | Total | |||||||||||||||||||||||||
|
Balance as of December 31, 2019 |
$ | 36,419 | $ | 3,548 | $ | 23,616 | $ | 31,429 | $ | 8,015 | $ | 31,757 | $ | 30,367 | $ | 165,151 | ||||||||||||||||
|
Issuance of common stock |
— | — | 5,914 | 74,172 | 5,268 | 13,036 | 15,565 | 113,955 | ||||||||||||||||||||||||
|
Reinvestment of distributions |
347 | — | 411 | 697 | 108 | 395 | 383 | 2,341 | ||||||||||||||||||||||||
|
Redemptions of common stock |
(14,761 | ) | — | (141 | ) | (6,263 | ) | (223 | ) | (4,139 | ) | (9,319 | ) | (34,846 | ) | |||||||||||||||||
|
Transfers in or out |
— | — | — | — | — | (361 | ) | 361 | — | |||||||||||||||||||||||
|
Accrued stockholder servicing fees (1) |
— | — | (267 | ) | (5,539 | ) | (64 | ) | (629 | ) | — | (6,499 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Balance as of June 30, 2020 |
$ | 22,005 | $ | 3,548 | $ | 29,533 | $ | 94,496 | $ | 13,104 | $ | 40,059 | $ | 37,357 | $ | 240,102 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| 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 |
— | — | 368,378 | — | 45,203 | 407,899 | 548,806 | 1,370,286 | ||||||||||||||||||||||||
|
Reinvestment of distributions |
52,105 | — | 4,910 | 10 | 957 | 2,594 | 1,670 | 62,246 | ||||||||||||||||||||||||
|
Redemptions of common stock |
— | — | — | — | — | (4,968 | ) | — | (4,968 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Balance as of June 30, 2019 |
2,523,969 | 193,013 | 497,869 | 3,783 | 107,094 | 823,517 | 679,002 | 4,828,247 | ||||||||||||||||||||||||
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|
|||||||||||||||||
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. Stockholders’ Equity (continued)
| 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 |
— | — | 9,250 | — | 1,136 | 10,282 | 13,543 | 34,211 | ||||||||||||||||||||||||
|
Reinvestment of distributions |
1,293 | — | 123 | — | 24 | 65 | 41 | 1,546 | ||||||||||||||||||||||||
|
Redemptions of common stock |
— | — | — | — | — | (125 | ) | — | (125 | ) | ||||||||||||||||||||||
|
Accrued stockholder servicing fees (1) |
— | — | (413 | ) | (1 | ) | (14 | ) | (729 | ) | — | (1,157 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Balance as of June 30, 2019 |
$ | 62,562 | $ | 4,832 | $ | 11,947 | $ | 90 | $ | 2,653 | $ | 19,229 | $ | 16,751 | $ | 118,064 | ||||||||||||||||
|
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|
|||||||||||||||||
| (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. |
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. Prior to September 2019, Class F shares and Class Y shares were not eligible to participate in the Company’s share repurchase plan. 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 six months ended June 30, 2020 and 2019, the Company repurchased 810,856 and 4,968, respectively, of shares of common stock under its share repurchase plan representing a total of $20,179 and $125, respectively. The remaining redemption requests received during the six months ended June 30, 2020, totaling 179,318 shares, went unfulfilled as a result of the redemption requests hitting the monthly limitation of 2% of the Company’s aggregate NAV in April 2020 and May 2020. In June 2020, the Company received repurchase requests in excess of its ordinary quarterly repurchase limit. However, as a result of the impact of the COVID-19 pandemic on repurchase requests, the Company’s board of directors authorized management of the Company to apply the amount by which it was below the quarterly repurchase limit for the first calendar quarter of 2020 to satisfy repurchase requests for June 2020 in excess of the quarterly limit. As a result all valid repurchase requests for the June 2020 repurchase period were satisfied. The Company had no unfulfilled repurchase requests during the six months ended June 30, 2019.
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.
23
FS Credit Real Estate Income Trust, Inc.
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
Note 7. Stockholders’ Equity (continued)
Preferred Stock
During the six months ended June 30, 2020, a subsidiary of the Company issued 125 shares of Series A preferred stock for proceeds of $125.
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. Dividends are paid first to the holders of the Company’s Series A preferred stock at the rate of 12.0% per annum plus all accumulated and unpaid dividends thereon, and then to the holders of the Company’s common stock. 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 that 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 six months ended June 30, 2020:
|
Record Date |
Class F | Class Y | Class T | Class S | Class D | Class M | Class I | |||||||||||||||||||||
|
January 30, 2020 |
$ | 0.1610 | $ | 0.1610 | $ | 0.1173 | $ | 0.1173 | $ | 0.1288 | $ | 0.1288 | $ | 0.1350 | ||||||||||||||
|
February 27, 2020 |
0.1610 | 0.1610 | 0.1173 | 0.1173 | 0.1288 | 0.1288 | 0.1350 | |||||||||||||||||||||
|
March 30, 2020 |
0.1610 | 0.1610 | 0.1173 | 0.1173 | 0.1288 | 0.1288 | 0.1350 | |||||||||||||||||||||
|
April 29, 2020 |
0.1610 | 0.1610 | 0.1173 | 0.1173 | 0.1288 | 0.1288 | 0.1350 | |||||||||||||||||||||
|
May 28, 2020 |
0.1610 | 0.1610 | 0.1173 | 0.1173 | 0.1288 | 0.1288 | 0.1350 | |||||||||||||||||||||
|
June 29, 2020 |
0.1610 | 0.1610 | 0.1173 | 0.1173 | 0.1288 | 0.1288 | 0.1350 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Total |
$ | 0.9660 | $ | 0.9660 | $ | 0.7038 | $ | 0.7038 | $ | 0.7728 | $ | 0.7728 | $ | 0.8100 | ||||||||||||||
|
|
|
|
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|
|
|
|
|
|
|||||||||||||||
The following table reflects the amount of cash distributions that the Company paid on its common stock during the three and six months ended June 30, 2020, and 2019:
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
|
Distributions: |
||||||||||||||||
|
Paid or payable in cash |
$ | 2,705 | $ | 1,087 | $ | 5,081 | $ | 1,948 | ||||||||
|
Reinvested in shares |
1,236 | 806 | 2,341 | 1,546 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total distributions |
$ | 3,941 | $ | 1,893 | $ | 7,422 | $ | 3,494 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Source of distributions: |
||||||||||||||||
|
Cash flows from operating activities |
$ | 3,941 | $ | 1,893 | $ | 7,422 | $ | 3,494 | ||||||||
|
Offering proceeds |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total sources of distributions |
$ | 3,941 | $ | 1,893 | $ | 7,422 | $ | 3,494 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net cash provided by operating activities (1) |
$ | 5,212 | $ | 3,094 | $ | 14,089 | $ | 5,592 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
Cash flows from operating activities are supported by expense support payments from 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. |
24
FS Credit Real Estate Income Trust, Inc.
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
Note 7. Stockholders’
Equity (continued)
The Company currently declares and pays regular cash distributions on a monthly basis. On July 28, 2020, the Company’s board of directors authorized regular monthly cash distributions for July 2020 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 | ||||||||||||||||||||
| $ | 0.1610 | $ | 0.1610 | $ | 0.1173 | $ | 0.1173 | $ | 0.1288 | $ | 0.1288 | $ | 0.1350 | |||||||||||||
The July 2020 distributions for each class of outstanding common stock were paid on July 31, 2020 to stockholders of record as of July 30, 2020. These distributions were 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:
| June 30, 2020 (Unaudited) | December 31, 2019 | |||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
|
Mortgage-backed securities |
$ | 15,570 | — | $ | 15,570 | — | $ | 6,651 | — | $ | 6,651 | — | ||||||||||||||||||||
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:
| June 30, 2020 (Unaudited) | December 31, 2019 | |||||||||||||||||||||||
|
Book
Value |
Face
Amount |
Fair Value |
Book
Value |
Face
Amount |
Fair Value | |||||||||||||||||||
|
Financial Assets |
||||||||||||||||||||||||
|
Cash, cash equivalents and restricted cash |
$ | 65,244 | $ | 65,244 | $ | 65,244 | $ | 78,155 | $ | 78,155 | $ | 78,155 | ||||||||||||
|
Loans receivable (1) |
$ | 616,705 | $ | 615,755 | $ | 610,729 | $ | 406,645 | $ | 405,985 | $ | 407,283 | ||||||||||||
|
Financial Liabilities |
||||||||||||||||||||||||
|
Repurchase obligations (2) |
$ | 114,367 | $ | 114,973 | $ | 114,973 | — | — | — | |||||||||||||||
|
Collateralized loan obligation (2) |
$ | 322,611 | $ | 327,665 | $ | 327,665 | $ | 322,182 | $ | 327,665 | $ | 327,665 | ||||||||||||
| (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 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, repurchase obligations, credit facility obligations and the collateralized loan obligation are measured using unobservable inputs, or Level 3 inputs.
25
FS Credit Real Estate Income Trust, Inc.
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
Note 9. Variable Interest Entities
The Company has financed a portion of its loans through the CLO, which is considered a VIE. The Company has a controlling financial interest in the CLO and, therefore, consolidates it on its balance sheet because the Company has both (i) the power to direct activities of the CLO that most significantly affect the CLO’s economic performance and (ii) the obligation to absorb losses and the right to receive benefits of the CLO that could potentially be significant to the CLO.
The following table details the assets and liabilities of the Company’s consolidated CLO as of June 30, 2020 and December 31, 2019:
|
June 30,
2020 (Unaudited) |
December 31,
2019 |
|||||||
|
Assets: |
||||||||
|
Restricted cash |
$ | 1,783 | $ | 35,706 | ||||
|
Loans receivable |
428,184 | 385,408 | ||||||
|
Interest receivable |
1,127 | 1,100 | ||||||
|
Other assets |
— | 5,241 | ||||||
|
|
|
|
|
|||||
|
Total assets |
$ | 431,094 | $ | 427,455 | ||||
|
|
|
|
|
|||||
|
Liabilities |
||||||||
|
Collateralized loan obligation (net of deferred financing costs of $5,054 and $5,483, respectively) |
$ | 322,611 | $ | 322,182 | ||||
|
Interest payable |
219 | 764 | ||||||
|
|
|
|
|
|||||
|
Total liabilities |
$ | 322,830 | $ | 322,946 | ||||
|
|
|
|
|
|||||
Assets held by the VIE are restricted and can be used only to settle obligations of the VIE. The liabilities are non-recourse to the Company and can only be satisfied from the assets of the VIE.
Note 10. 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.
26
FS Credit Real Estate Income Trust, Inc.
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
Note 11. Subsequent Events
The following is a discussion of material events that have occurred subsequent to June 30, 2020 through the issuance of the unaudited consolidated financial statements.
Coronavirus Impact
The Company is closely monitoring the impact of the coronavirus pandemic on all aspects of its investments and operations, including how it will impact its borrowers and business partners. While the Company did not incur significant disruptions during the six months ended June 30, 2020 from the coronavirus pandemic, the extent to which the coronavirus impacts the Company’s investments and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, the severity of the coronavirus on the population, the impact of government stimulus programs, and the actions taken by government agencies to contain the coronavirus and eventually reopen the economy.
Status of Offerings
As of August 10, 2020, the Company has issued 13,218,497 shares of common stock (consisting of 2,575,157 shares of Class F common stock, 193,013 shares of Class Y common stock, 1,250,791 shares of Class T common stock, 4,496,709 shares of Class S common stock, 567,558 shares of Class D common stock, 1,983,684 shares of Class M common stock and 2,151,585 shares of Class I common stock), including shares issued pursuant to its distribution reinvestment plan, for gross proceeds of $331,460.
Share Repurchases
In connection with the Company’s July 2020 repurchase period, the Company repurchased an aggregate of 31,946 shares of common stock representing a total of $805.
Business Update
During the third quarter of 2020, the Company sold five of its CMBS positions with a cost of $16,634 for proceeds of $16,082 and purchased another CMBS investment for $37,005.
WF-1 Facility
On August 3, 2020, and effective March 31, 2020, the Company, as guarantor, entered into an Amendment No. 3 to Guarantee Agreement, or the WF-1 Guarantee Amendment, with Wells Fargo, as buyer, which amended the 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 the limitations specified therein. The WF-1 Guarantee Amendment, among other things, set the minimum adjusted tangible net worth the Company is required to maintain at the greater of (A) (i) 75% of all equity capital raised by the Company from and after its date of formation plus (ii) 75% of certain outstanding capital commitments minus (iii) 75% of the amounts expended by the company for equity redemptions or repurchases from and after its date of formation and (B) 75% of the then-current maximum facility size.
GS-1 Facility
On August 3, 2020, and effective March 31, 2020, the Company, as guarantor, entered into a Second Amendment to Guarantee Agreement, or the GS-1 Guarantee Amendment, with Goldman Sachs, as buyer, which amended the guarantee agreement, or the GS-1 Guarantee, pursuant to which the Company guarantees 50% of
27
FS Credit Real Estate Income Trust, Inc.
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
Note 11. Subsequent Events (continued)
GS-1’s obligations under the GS-1 Repurchase Agreement subject to the limitations specified therein. The GS-1 Guarantee Amendment, among other things, set the minimum adjusted tangible net worth the Company is required to maintain at (i) 75% of all equity capital raised by the Company from and after its date of formation plus (ii) 75% of certain outstanding capital commitments minus (iii) 75% of the amounts expended by the company for equity redemptions or repurchases from and after its date of formation.
28
| 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 net asset value, or 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.
29
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 commercial mortgage-backed securities, or CMBS, 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, residential mortgage-backed securities, or RMBS, and portfolios of single family home mortgages.
Portfolio Overview
The following table details activity in our loans receivable portfolio for the six months ended June 30, 2020:
|
Three Months Ended
June 30, 2020 |
Six Months Ended
June 30, 2020 |
|||||||
|
Loan fundings (1) |
$ | 2,505 | $ | 209,971 | ||||
|
Loan repayments |
(129 | ) | (216 | ) | ||||
|
|
|
|
|
|||||
|
Total net fundings |
$ | 2,376 | $ | 209,755 | ||||
|
|
|
|
|
|||||
| (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 June 30, 2020 and December 31, 2019:
|
June 30,
2020 (Unaudited) |
December 31,
2019 |
|||||||
|
Number of loans |
33 | 24 | ||||||
|
Principal balance |
$ | 615,755 | $ | 405,985 | ||||
|
Net book value |
$ | 616,705 | $ | 406,645 | ||||
|
Unfunded loan commitments (1) |
$ | 53,468 | $ | 44,226 | ||||
|
Weighted-average cash coupon (2) |
L+4.20 | % | L+4.22 | % | ||||
|
Weighted-average all-in yield (2) |
L+4.31 | % | L+4.39 | % | ||||
|
Weighted-average maximum maturity (years) (3) |
3.8 | 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. |
30
The following table provides details of our loan receivable portfolio, on a loan-by-loan basis, as of June 30, 2020:
|
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 |
2/27/2020 | $ | 58,377 | $ | 55,263 | $ | 55,280 | L+3.15 | % | L+3.14 | % | 3/9/2025 | Various, SC | Industrial | 72 | % | ||||||||||||||||||||||
|
2 Senior Loan |
4/9/2019 | 38,000 | 38,000 | 37,994 | L+3.75 | % | L+3.76 | % | 4/9/2024 | New York, NY | Mixed Use | 75 | % | |||||||||||||||||||||||||
|
3 Senior Loan |
9/14/2017 | 34,310 | 30,211 | 30,361 | L+4.25 | % | L+4.42 | % | 9/9/2022 | Memphis, TN | Office | 73 | % | |||||||||||||||||||||||||
|
4 Senior Loan |
3/6/2020 | 31,000 | 31,000 | 30,982 | L+4.00 | % | L+4.17 | % | 3/9/2024 | San Antonio, TX | Multifamily | 69 | % | |||||||||||||||||||||||||
|
5 Senior Loan |
3/5/2020 | 30,500 | 24,567 | 24,558 | L+3.00 | % | L+3.01 | % | 3/9/2025 | Jupiter, FL | Office | 75 | % | |||||||||||||||||||||||||
|
6 Senior Loan |
4/20/2018 | 30,000 | 30,000 | 29,944 | L+4.00 | % | L+4.00 | % | 5/9/2021 | New York, NY | Office | 54 | % | |||||||||||||||||||||||||
|
7 Senior Loan |
6/28/2019 | 28,500 | 28,500 | 28,540 | L+5.35 | % | L+5.52 | % | 7/9/2024 | Davis, CA | Hospitality | 72 | % | |||||||||||||||||||||||||
|
8 Senior Loan |
8/2/2019 | 24,250 | 24,250 | 24,312 | L+5.00 | % | L+5.34 | % | 8/15/2024 | Philadelphia, PA | Mixed Use | 68 | % | |||||||||||||||||||||||||
|
9 Senior Loan |
2/19/2019 | 23,820 | 14,300 | 14,349 | L+3.95 | % | L+4.12 | % | 3/9/2024 | Bordentown, NJ | Industrial | 61 | % | |||||||||||||||||||||||||
|
10 Senior Loan |
7/18/2018 | 22,650 | 18,878 | 18,943 | L+5.25 | % | L+5.42 | % | 8/9/2023 | Gaithersburg, MD | Hospitality | 80 | % | |||||||||||||||||||||||||
|
11 Senior Loan |
7/24/2019 | 21,500 | 18,500 | 18,535 | L+4.00 | % | L+4.13 | % | 12/9/2024 | Katy, TX | Office | 76 | % | |||||||||||||||||||||||||
|
12 Senior Loan |
4/5/2018 | 21,000 | 18,962 | 19,066 | L+4.00 | % | L+4.25 | % | 4/9/2023 | Austin, TX | Office | 57 | % | |||||||||||||||||||||||||
|
13 Senior Loan |
5/2/2018 | 20,650 | 20,440 | 20,508 | L+3.66 | % | L+3.83 | % | 5/1/2023 | East Orange, NJ | Multifamily | 77 | % | |||||||||||||||||||||||||
|
14 Senior Loan |
12/19/2019 | 20,500 | 20,500 | 20,485 | L+3.00 | % | L+3.04 | % | 12/19/2023 | Jersey City, NJ | Multifamily | 47 | % | |||||||||||||||||||||||||
|
15 Senior Loan |
2/27/2020 | 19,700 | 19,700 | 19,699 | L+3.20 | % | L+3.20 | % | 3/9/2025 | Various | Self Storage | 79 | % | |||||||||||||||||||||||||
|
16 Senior Loan |
12/6/2017 | 18,660 | 14,212 | 14,291 | L+3.85 | % | L+4.02 | % | 12/9/2022 | Landover, MD | Office | 67 | % | |||||||||||||||||||||||||
|
17 Mezz Loan |
2/21/2020 | 18,102 | 18,102 | 18,102 | 10.00 | % | 10.00 | % | 3/1/2030 | Various, SC | Industrial | 70 | % | |||||||||||||||||||||||||
|
18 Senior Loan |
2/19/2020 | 18,000 | 14,400 | 14,414 | L+3.50 | % | L+3.48 | % | 3/9/2025 | Los Angeles, CA | Mixed Use | 71 | % | |||||||||||||||||||||||||
|
19 Senior Loan |
10/22/2019 | 17,500 | 14,699 | 14,727 | L+4.50 | % | L+4.75 | % | 11/9/2024 | Oakland, CA | Mixed Use | 70 | % | |||||||||||||||||||||||||
|
20 Senior Loan |
2/10/2020 | 17,200 | 15,490 | 15,486 | L+3.35 | % | L+3.36 | % | 2/9/2025 | South EL Monte, CA | Industrial | 66 | % | |||||||||||||||||||||||||
|
21 Senior Loan |
6/29/2018 | 15,996 | 9,962 | 10,010 | L+4.25 | % | L+4.43 | % | 7/9/2023 | Jacksonville, FL | Multifamily | 68 | % | |||||||||||||||||||||||||
|
22 Senior Loan |
7/26/2018 | 15,661 | 15,661 | 15,704 | L+3.50 | % | L+3.67 | % | 8/9/2023 | Fayetteville, NC | Industrial | 72 | % | |||||||||||||||||||||||||
|
23 Mezz Loan |
2/14/2020 | 15,000 | 15,000 | 15,000 | L+7.50 | % | L+7.50 | % | 12/5/2026 | New York, NY | Multifamily | 75 | % | |||||||||||||||||||||||||
|
24 Senior Loan |
2/22/2018 | 13,400 | 12,633 | 12,684 | L+4.00 | % | L+4.17 | % | 3/9/2023 | Las Vegas, NV | Multifamily | 75 | % | |||||||||||||||||||||||||
|
25 Senior Loan |
11/9/2018 | 12,400 | 12,400 | 12,449 | L+3.80 | % | L+4.06 | % | 11/9/2022 | Seattle, WA | Multifamily | 76 | % | |||||||||||||||||||||||||
|
26 Senior Loan |
8/9/2019 | 12,350 | 10,329 | 10,339 | L+3.75 | % | L+3.94 | % | 8/9/2024 | Indianapolis, IN | Office | 71 | % | |||||||||||||||||||||||||
|
27 Senior Loan |
11/15/2019 | 12,150 | 11,749 | 11,757 | L+4.00 | % | L+4.18 | % | 11/9/2024 | Holly Springs, GA | Retail | 70 | % | |||||||||||||||||||||||||
|
28 Senior Loan |
3/7/2018 | 12,050 | 12,050 | 12,119 | L+5.00 | % | L+5.38 | % | 3/7/2022 | Las Vegas, NV | Hospitality | 71 | % | |||||||||||||||||||||||||
|
29 Senior Loan |
6/11/2018 | 12,000 | 12,000 | 12,037 | L+4.00 | % | L+4.18 | % | 6/9/2023 | Miami, FL | Retail | 65 | % | |||||||||||||||||||||||||
|
30 Senior Loan |
6/11/2018 | 11,000 | 11,000 | 11,034 | L+4.50 | % | L+4.68 | % | 6/9/2023 | Miami, FL | Retail | 78 | % | |||||||||||||||||||||||||
|
31 Senior Loan |
2/19/2020 | 10,500 | 10,500 | 10,486 | L+3.50 | % | L+3.53 | % | 3/9/2025 | Los Angeles, CA | Retail | 71 | % | |||||||||||||||||||||||||
|
32 Senior Loan |
6/11/2018 | 6,750 | 6,750 | 6,771 | L+4.25 | % | L+4.43 | % | 6/9/2023 | Miami, FL | Retail | 61 | % | |||||||||||||||||||||||||
|
33 Senior Loan |
8/23/2019 | 5,747 | 5,747 | 5,739 | L+3.75 | % | L+3.79 | % | 4/9/2024 | New York, NY | Multifamily | 67 | % | |||||||||||||||||||||||||
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Total/Weighted Average |
|
$ | 669,223 | $ | 615,755 | $ | 616,705 | L+4.20 | % | L+4.31 | % | |||||||||||||||||||||||||||
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| (1) |
Date loan was originated or acquired by us, and the loan-to-value, or LTV, as of such date. Dates and LTV 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. |
31
Results of Operations
The following table sets forth information regarding our consolidated results of operations for the three and six months ended June 30, 2020, and 2019:
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
|
Net interest income |
||||||||||||||||
|
Interest income |
$ | 9,606 | $ | 4,983 | $ | 17,734 | $ | 9,541 | ||||||||
|
Less: Interest expense |
(3,000 | ) | (2,366 | ) | (6,207 | ) | (4,514 | ) | ||||||||
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|
|
|
|
|
|
|
|
|||||||||
|
Net interest income |
6,606 | 2,617 | 11,527 | 5,027 | ||||||||||||
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|
|
|
|
|
|
|
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Other expenses |
||||||||||||||||
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Management and performance fees |
1,159 | 141 | 1,754 | 273 | ||||||||||||
|
General and administrative expenses |
1,179 | 872 | 1,897 | 1,764 | ||||||||||||
|
Less: Expense limitation |
(182 | ) | (420 | ) | (182 | ) | (957 | ) | ||||||||
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|
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|
|
|||||||||
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Net other expenses |
2,156 | 593 | 3,469 | 1,080 | ||||||||||||
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|
|
|
|
|
|
|
|||||||||
|
Net income |
4,450 | 2,024 | 8,058 | 3,947 | ||||||||||||
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|
|
|
|
|
|||||||||
|
Preferred stock dividends |
(4 | ) | — | (7 | ) | — | ||||||||||
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|
|||||||||
|
Net income attributable to FS Credit Real Estate Income Trust, Inc. |
$ | 4,446 | $ | 2,024 | $ | 8,051 | $ | 3,947 | ||||||||
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|||||||||
Net Interest Income
Net interest income is generated on our interest-earning assets less related interest-bearing liabilities. The increase in interest income was attributable to debt investments acquired or originated in our portfolio and non-recurring prepayment fee income. The increase in interest expense was attributable primarily to an increase in borrowings in order to support our investment activities.
Expenses
General and administrative expenses include administrative services expenses, auditing and professional fees, independent director fees, transfer agent fees, loan servicing expenses and other costs associated with operating our business.
Expense Limitation
We have entered into an expense limitation agreement with FS Real Estate Advisor and Rialto pursuant to which FS Real Estate Advisor and Rialto have agreed to waive reimbursement of or pay, on a quarterly basis, our annualized ordinary operating expenses for such quarter to the extent such expenses exceed 1.5% per annum of our average net assets attributable to each of our classes of common stock. Ordinary operating expenses for each class of common stock consist of all ordinary expenses attributable to such class, including administration fees, transfer agent fees, fees paid to our board of directors, loan servicing expenses, administrative services expenses, and related costs associated with legal, regulatory compliance and investor relations, but excluding the following: (a) advisory fees, (b) interest expense and other financing costs, (c) taxes, (d) distribution or shareholder servicing fees and (e) unusual, unexpected and/or nonrecurring expenses. We 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.
32
FS Real Estate Advisor and Rialto each agreed to waive the recoupment of any amounts that may be subject to conditional reimbursement during the quarterly period ended March 31, 2020. To the extent that the conditions to recoupment are satisfied in a future quarter (prior to the expiration of the three-year period for reimbursement set forth in the expense limitation agreement), such expenses may be subject to conditional recoupment in accordance with the terms of the expense limitation agreement.
During the period from September 13, 2017 (Commencement of Operations) to June 30, 2020, we accrued $4,942 for reimbursement of expenses that FS Real Estate Advisor and Rialto have agreed to pay, including $182 in reimbursements for the six months ended June 30, 2020. During the period from September 13, 2017 (Commencement of Operations) to June 30, 2020, we received $4,760 in cash reimbursements from FS Real Estate Advisor. As of June 30, 2020, we had $182 of reimbursements due from FS Real Estate Advisor and Rialto.
Non-GAAP Financial Measures
Funds from Operations and Modified Funds from Operations
We use Funds from Operations (“FFO”), a widely accepted non-GAAP financial metric, to evaluate our performance. FFO provides a supplemental measure to compare our performance and operations to other REITs. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts (“NAREIT”) has promulgated a standard known as FFO, which it believes more accurately reflects the operating performance of a REIT. As defined by NAREIT, FFO means net income computed in accordance with GAAP, excluding gains (or losses) from sales of operating property, plus depreciation and amortization and after adjustments for unconsolidated entities. In addition, NAREIT has further clarified the FFO definition to add-back impairment write-downs of depreciable real estate or of investments in unconsolidated entities that are driven by measurable decreases in the fair value of depreciable real estate and to exclude the earnings impacts of cumulative effects of accounting changes. We have adopted the NAREIT definition for computing FFO.
Our business plan is to operate as a mortgage REIT with our portfolio consisting of senior floating-rate mortgage loans, including those that are secured by a first priority mortgage on transitional commercial real estate properties. We will typically have no FFO adjustments to our net income or loss computed in accordance with GAAP. Although we have the ability to acquire real property, we have not acquired any at this time and as such do not have any FFO adjustments to our net income or loss computed in accordance with GAAP.
Due to the unique features of publicly registered, non-listed REITs, the Institute for Portfolio Alternatives (“IPA”), an industry trade group, published a standardized non-GAAP financial measure known as Modified Funds from Operations (“MFFO”), which the IPA has promulgated as a supplemental measure for publicly registered non-listed REITs and which may be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT.
The IPA defines MFFO as FFO adjusted for acquisition fees and expenses, amounts relating to straight line rents and amortization of premiums on debt investments, non-recurring impairments of real estate-related investments, mark-to-market adjustments included in net income, non-recurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures.
Because MFFO may be a recognized measure of operating performance within the non-listed REIT industry, MFFO and the adjustments used to calculate it may be useful in order to evaluate our performance against other non-listed REITs. Like FFO, MFFO is not equivalent to our net income or loss as determined under GAAP, as detailed in the table below, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we continue to acquire a significant amount of investments.
33
Our presentation of FFO and MFFO may not be comparable to other similarly titled measures presented by other REITs. We believe that the use of FFO and MFFO provides a more complete understanding of our operating performance to stockholders and to management, and when compared year over year, reflects the impact on our operations from trends in operating costs, general and administrative expenses, and interest costs. Neither FFO nor MFFO is intended to be an alternative to “net income” or to “cash flows from operating activities” as determined by GAAP as a measure of our capacity to pay distributions. Management uses FFO and MFFO to compare our operating performance to that of other REITs and to assess our operating performance.
Neither the SEC, any other regulatory body nor NAREIT has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, another regulatory body or NAREIT may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.
We did not have any FFO or MFFO adjustments to net income for the six months ended June 30, 2020 and 2019.
|
Six Months Ended
June 30, |
||||||||
| 2020 | 2019 | |||||||
|
Net income (GAAP) |
$ | 8,058 | $ | 3,947 | ||||
|
|
|
|
|
|||||
|
Funds from operations |
$ | 8,058 | $ | 3,947 | ||||
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|
|
|
|||||
|
Modified funds from operations |
$ | 8,058 | $ | 3,947 | ||||
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|
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NAV per Share
FS Real Estate Advisor calculates our NAV per share in accordance with the valuation guidelines approved by our board of directors for the purposes of establishing a price for shares sold in our public offering as well as establishing a repurchase price for shares repurchased pursuant to our share repurchase plan.
The following table provides a breakdown of the major components of our total NAV as of June 30, 2020:
|
Components of NAV |
June 30,
2020 |
|||
|
Cash and cash equivalents |
$ | 61,309 | ||
|
Restricted cash |
3,935 | |||
|
Loans receivable |
616,705 | |||
|
Mortgage-backed securities |
15,570 | |||
|
Other assets |
2,304 | |||
|
Repurchase agreements payable, net of deferred financing costs |
(114,367 | ) | ||
|
Collateralized loan obligation, net of deferred financing costs |
(322,611 | ) | ||
|
Accrued servicing fees (1) |
(106 | ) | ||
|
Other liabilities |
(10,294 | ) | ||
|
|
|
|||
|
Net asset value |
$ | 252,445 | ||
|
|
|
|||
| (1) |
See Reconciliation of Stockholders’ Equity to NAV below for an explanation of the differences between the stockholder servicing fees accrued for purposes of NAV and the amount accrued under GAAP. |
34
The following table provides a breakdown of our total NAV and NAV per share by share class as of June 30, 2020:
|
NAV per Share |
Class F | Class Y | Class T | Class S | Class D | Class M | Class I | Total | ||||||||||||||||||||||||
|
Net asset value |
$ | 22,386 | $ | 3,470 | $ | 30,757 | $ | 102,448 | $ | 13,225 | $ | 43,030 | $ | 37,129 | $ | 252,445 | ||||||||||||||||
|
Number of outstanding shares |
897,579 | 141,116 | 1,227,672 | 4,056,257 | 527,336 | 1,711,536 | 1,511,524 | 10,073,020 | ||||||||||||||||||||||||
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|||||||||||||||||||
|
NAV per share as of June 30, 2020 |
$ | 24.9403 | $ | 24.5901 | $ | 25.0533 | $ | 25.2568 | $ | 25.0787 | $ | 25.1413 | $ | 24.5640 | ||||||||||||||||||
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The following table sets forth a reconciliation of our stockholders’ equity to our NAV as of June 30, 2020:
|
Reconciliation of Stockholders’ Equity to NAV |
June 30,
2020 |
|||
|
Total stockholders’ equity under GAAP |
$ | 240,411 | ||
|
Preferred stock |
(125 | ) | ||
|
|
|
|||
|
Total stockholders’ equity, net of preferred stock, under GAAP |
240,286 | |||
|
Adjustments: |
||||
|
Accrued stockholder servicing fees (1) |
12,159 | |||
|
|
|
|||
|
Net asset value |
$ | 252,445 | ||
|
|
|
|||
| (1) |
Stockholder servicing fees only apply to Class T, Class S, Class D and Class M shares. Under GAAP, we accrue future stockholder servicing fees in an amount equal to our best estimate of fees payable to FS Investment Solutions at the time such shares are sold. For purposes of NAV, we recognize 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. |
Limits on the Calculation of Our Per Share NAV
Although our primary goal in establishing our valuation guidelines is to produce a valuation that represents a fair and accurate estimate of the value of our investments, the methodologies used are based on judgments, assumptions and opinions about future events that may or may not prove to be correct, and if different judgments, assumptions or opinions were used, a different estimate would likely result. Furthermore, our published per share NAV may not fully reflect certain extraordinary events because we may not be able to immediately quantify the financial impact of such events on our portfolio. FS Real Estate Advisor monitors our portfolio between valuations to determine whether there have been any extraordinary events that may have materially changed the estimated market value of the portfolio. If required by applicable securities law, we will promptly disclose the occurrence of such event in a prospectus supplement and FS Real Estate Advisor will analyze the impact of such extraordinary event on our portfolio and determine, in coordination with third-party valuation services, the appropriate adjustment to be made to our NAV. We will not, however, retroactively adjust NAV. To the extent that the extraordinary events may result in a material change in value of a specific investment, FS Real Estate Advisor will order a new valuation of the investment, which will be prepared by a third-party valuation service. It is not known whether any resulting disparity will benefit stockholders whose shares are or are not being repurchased or purchasers of our common stock.
We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on the ability to sell shares under our share repurchase plan and our ability to suspend or terminate our share repurchase plan at any time. Our NAV generally does not consider exit costs that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.
35
We do not represent, warranty or guarantee that:
| • |
a stockholder would be able to realize the NAV per share for the class of shares a stockholder owns if the stockholder attempts to sell its shares; |
| • |
a stockholder would ultimately realize distributions per share equal to per share NAV upon a liquidation of our assets and settlement of our liabilities or upon any other liquidity event; |
| • |
shares of our common stock would trade at per share NAV on a national securities exchange; |
| • |
a third party in an arm’s-length transaction would offer to purchase all or substantially all of our shares of common stock at NAV; |
| • |
NAV would equate to a market price for an open-end real estate fund; and |
| • |
NAV would represent the fair value of our assets less liabilities under GAAP. |
Liquidity and Capital Resources
As of June 30, 2020, we had $61,309 in cash and cash equivalents, which we and our wholly owned subsidiaries held in custodial accounts. In addition, as of June 30, 2020, we had $225,027 in borrowings available under our financing arrangements, subject to certain limitations. As of June 30, 2020, we had unfunded loan commitments of $53,468. We maintain sufficient cash on hand, available borrowings and undrawn capital commitments to fund such unfunded commitments should the need arise.
We will obtain the funds required to purchase or originate investments and conduct our operations from the net proceeds of our public offering, the private placement of our Class F shares and any future offerings we may conduct, from secured and unsecured borrowings from banks and other lenders, and from any undistributed funds from operations. Our principal demands for funds will be for asset acquisitions/originations, the payment of operating expenses and distributions, the payment of interest on any outstanding indebtedness and repurchases of our common stock pursuant to our share repurchase plan. Generally, cash needs for items other than asset acquisitions/originations will be met from operations, and cash needs for asset acquisitions/originations will be funded by public offerings of our shares and debt financings. However, there may be a delay between the sale of our shares and our purchase/originations of assets, which could result in a delay in the benefits to our stockholders of returns generated from our investment operations. Our leverage may not exceed 300% of our total net assets (as defined in our charter).
If we are unable to raise substantial funds in our initial public offering, we will make fewer investments resulting in less diversification in terms of the type, number and size of investments we make and the value of an investment in us will fluctuate with the performance of the specific assets we acquire. Further, we will have certain fixed operating expenses, including certain expenses as a publicly offered REIT, regardless of whether we are able to raise substantial funds in our initial public offering. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions.
Potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders or proceeds from the sale of assets or collection of loans receivable.
In addition to making investments in accordance with our investment objectives, we expect to use our capital resources to make certain payments to FS Real Estate Advisor and FS Investment Solutions, the dealer manager for our public offering. During the offering stage of our public offering, these payments will include payments to FS Real Estate Advisor and its affiliates for reimbursement of certain organization and offering expenses. We will reimburse FS Real Estate Advisor for the organization and offering costs it or Rialto incurs on our behalf only to the extent that the reimbursement would not cause the selling commissions, dealer manager fees, accountable due diligence expenses, stockholder servicing fees and the other organization and offering expenses borne by us to exceed 15.0% of the gross offering proceeds from the primary offering as the amount of
36
proceeds increases. FS Real Estate Advisor has agreed to advance all of our organization and offering expenses on our behalf until we have raised $250,000 of gross proceeds in our public offering. Although such amounts may be subject to reimbursement thereafter, FS Real Estate Advisor and Rialto have each agreed to defer the recoupment of any organization and offering expenses that may be reimbursable by us under the advisory agreement with respect to gross proceeds raised in the offering in excess of $250,000 until FS Real Estate Advisor, in its sole discretion, determines that we have achieved economies of scale sufficient to ensure that we can bear a reasonable level of expenses in relation to our income. After such time, FS Real Estate Advisor may be reimbursed for any organization and offering expenses that it or Rialto has incurred on our behalf, up to a cap of 0.75% of gross proceeds raised thereafter.
During our acquisition and development stage, subject to the limitations in the advisory agreement and sub-advisory agreement, we expect to make payments to FS Real Estate Advisor in connection with the management of our assets and costs incurred by FS Real Estate Advisor and Rialto in providing services to us. The advisory agreement has a one-year term but may be renewed for an unlimited number of successive one-year periods upon the mutual consent of FS Real Estate Advisor and our board of directors. For a discussion of the compensation to be paid to FS Real Estate Advisor and FS Investment Solutions, see Note 6 to our unaudited consolidated financial statements included herein.
COVID-19 Developments
The COVID-19 pandemic has had, and is expected to continue to have, a significant impact on local, national and global economies and has resulted in a world-wide economic slowdown. The COVID-19 pandemic has negatively impacted, and is likely to continue to negatively impact, the business operations of some of our borrowers. We cannot at this time fully predict the impact of COVID-19 on our business or the business of our borrowers, its duration and magnitude, or the extent to which it will negatively impact our borrowers’ operating results or our own results of operations or financial condition. We expect that certain of our borrowers will continue to experience economic distress for the foreseeable future. The pandemic and the governmental response thereto may significantly limit our borrowers’ business operations and subject them to prolonged economic distress. These developments could result in a decrease in the value of our investments.
The continuation of economic disruptions relating to the COVID-19 pandemic could result in reductions to our investment income or impairments on our investments. In addition, disruptions in the capital markets have resulted in illiquidity in certain markets, which could have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions caused by COVID-19 can also be expected to increase our funding costs and limit our access to the capital markets. These events have limited our originations of new loans, which is likely to continue for the immediate future.
We will continue to carefully monitor the impact of the COVID-19 pandemic on our business and the business of our borrowers and business partners. Because the full effects of the COVID-19 pandemic are not capable of being known at this time, we cannot estimate the impacts of COVID-19 on our future financial condition, results of operations or cash flows. We do, however, expect that it will have a negative impact on the financial condition of our borrowers.
Critical Accounting Policies
Our financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management also will utilize available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due
37
consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As we execute our expected operating plans, we will describe additional critical accounting policies in the notes to our financial statements in addition to those discussed below.
Loans Receivable and Provision for Loan Losses: We originate and purchase commercial real estate debt and related instruments generally to be held as long-term investments at amortized cost. We are required to periodically evaluate each of these loans for possible impairment. Impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the contractual terms of the loan. If a loan is determined to be impaired, we write 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 our 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, 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, our 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 | |
Revenue Recognition: Security transactions are accounted for on the trade date. We record interest income on an accrual basis to the extent that we expect to collect such amounts. We record dividend income on the ex-dividend date. We do 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, original issue discount, market discount and exit fees 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 we are entitled are recorded as fee income. We will record prepayment premiums on loans and securities as fee income when we receive such amounts.
See Note 2 to our unaudited consolidated financial statements included herein for additional information regarding our significant accounting policies.
Contractual Obligations
We have entered into an advisory agreement with FS Real Estate Advisor to provide us with advisory and administrative services. Pursuant to the advisory agreement, FS Real Estate Advisor receives payments for performing advisory services for us consisting of (a) an annual base management fee of 1.25% of our NAV for our Class T, Class S, Class D, Class M and Class I shares and (b) a performance fee equal to 10.0% of our Core Earnings, 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%. For purposes of calculating the performance fee, “Core Earnings”
38
means: the net income (loss) attributable to stockholders of Class T, Class S, Class D, Class M, Class I and Class Y shares computed in accordance with GAAP, including realized gains (losses) not otherwise included in GAAP (provided that net income (loss) attributable to Class Y stockholders shall be subject to certain reductions) 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, 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 our independent directors and approved by a majority of our independent directors. The base management fee and the performance fee are class-specific expenses. No base management fee will be paid on our Class F or Class Y shares and no performance fee will be paid on our Class F shares.
Pursuant to the advisory agreement, FS Real Estate Advisor oversees our day-to-day operations, including providing us with general ledger accounting, fund accounting, legal services, investor relations and other administrative services. We have agreed to reimburse FS Real Estate Advisor and Rialto for administrative expenses incurred on our behalf, subject to limitations set forth in our charter and the advisory agreement. See Note 6 to our unaudited consolidated financial statements included herein for additional information.
A summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at June 30, 2020 is as follows:
| Payments Due By Period | ||||||||||||||||||||
| Total |
Less
than 1 year |
1-3
years |
3-5
years |
More
than 5 years |
||||||||||||||||
|
FS Rialto 2019-FL1 |
$ | 327,665 | — | — | — | $ | 327,665 | |||||||||||||
|
WF-1 Facility (1) |
$ | 47,950 | $ | 47,950 | — | — | — | |||||||||||||
|
GS-1 Facility (2) |
$ | 67,023 | $ | 67,023 | — | — | — | |||||||||||||
|
CNB Facility (3) |
— | — | — | — | — | |||||||||||||||
| (1) |
At June 30, 2020, $102,050 remained unused under the WF-1 Facility. As more fully disclosed in Note 5 to our unaudited consolidated financial statements, these obligations are subject to existing extension options for one or more additional one-year periods. |
| (2) |
At June 30, 2020, $107,977 remained unused under the GS-1 Facility. As more fully disclosed in Note 5 to our unaudited consolidated financial statements, these obligations are subject to existing extension options for one or more additional one-year periods. |
| (3) |
At June 30, 2020, $15,000 remained unused under the CNB Facility. |
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.
Related Party Transactions
Compensation of FS Real Estate Advisor and the Dealer Manager
Pursuant to the advisory agreement, FS Real Estate Advisor is entitled to an annual base management fee equal to 1.25% of the NAV for our Class T, Class S, Class D, Class M and Class I shares and a performance fee based on our performance. We also reimburse FS Real Estate Advisor and Rialto for their actual cost incurred on providing administrative services to us, including the allocable portion of compensation and related expenses of certain personnel providing such administrative services. Pursuant to the advisory agreement, we will reimburse FS Real Estate Advisor and its affiliates for expenses incurred relating to our organization and continuous public offering, including the allocable portion of compensation and related expenses of certain personnel of FS Investments related thereto. FS Real Estate Advisor has agreed to advance all of our organization and offering
39
expenses until we have raised $250,000 of gross proceeds from our public offering. Although such amounts may be subject to reimbursement thereafter, FS Real Estate Advisor and Rialto have each agreed to defer the recoupment of any organization and offering expenses that may be reimbursable by us under the advisory agreement with respect to gross proceeds raised in the offering in excess of $250,000 until FS Real Estate Advisor, in its sole discretion, determines that we have achieved economies of scale sufficient to ensure that we can bear a reasonable level of expenses in relation to our income. After such time, FS Real Estate Advisor may be reimbursed for any organization and offering expenses that it or Rialto has incurred on our behalf, up to a cap of 0.75% of gross proceeds raised thereafter.
The dealer manager for our continuous public offering is FS Investment Solutions, which is an affiliate of FS Real Estate Advisor. Under the dealer manager agreement, FS Investment Solutions is entitled to receive upfront selling commissions and dealer manager fees in connection with the sale of shares of common stock in our continuous public offering. FS Investment Solutions anticipates that all of the selling commissions and dealer manager fees will be reallowed 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. FS Investment Solutions is also entitled to receive stockholder servicing fees, which accrue daily and are paid on a monthly basis. FS Investment Solutions will reallow such stockholder servicing fees to participating broker-dealers, servicing broker-dealers and financial institutions (including bank trust departments) and will waive (pay back to us) 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.
See Note 6 to our unaudited consolidated financial statements included herein for additional information regarding our related party transactions and relationships, including a description of the fees and amounts due to FS Real Estate Advisor, compensation of FS Investment Solutions, capital contributions by FS Investments and Rialto, our expense limitation agreement with FS Investments and our purchase of a mortgage loan from an affiliate of Rialto.
FS Investment Solutions also serves or served as the placement agent for our 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.
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
We are subject to financial market risks, including changes in interest rates. As of June 30, 2020, 97% of the outstanding principal of our debt investments were floating rate investments. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we may hold and to declines in the value of any fixed rate investments we may hold. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed our performance fee hurdle rate and may result in a substantial increase in our net investment income and the amount of performance fees payable to FS Real Estate Advisor. In recent weeks, the U.S. Federal Reserve and other central banks have reduced certain interest rates in response to the COVID-19 pandemic and market conditions. A prolonged reduction in interest rates may reduce our net investment income.
Pursuant to the terms of the FS Rialto 2019-FL1 Notes, WF-1 Facility, the GS-1 Facility and the CNB Facility, borrowings are at a floating rate based on LIBOR. To the extent that any present or future credit facilities or other financing arrangements that we or any of our subsidiaries enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates, when we have debt outstanding, our cost of funds would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.
We may seek to limit the impact of rising interest rates on earnings and cash flows through the use of derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets.
40
The following table shows the effect over a twelve-month period of changes in interest rates on our interest income, interest expense, and net interest income, assuming no changes in the composition of our investment portfolio, including the accrual status of our investments, and our financing arrangements in effect as of June 30, 2020:
|
Basis Point Changes in Interest Rates |
Increase
(Decrease) in Interest Income |
Increase
(Decrease) in Interest Expense |
Increase
(Decrease) in Net Interest Income |
Percentage
Change in Net Interest Income |
||||||||||||
|
Down 50 basis points (1) |
$ | (16 | ) | $ | (546 | ) | $ | 530 | 1.8 | % | ||||||
|
Down 25 basis points (1) |
$ | (16 | ) | $ | (546 | ) | $ | 530 | 1.8 | % | ||||||
|
No change |
— | — | — | — | ||||||||||||
|
Up 25 basis points |
$ | 49 | $ | 841 | $ | (792 | ) | (2.7 | )% | |||||||
|
Up 50 basis points |
$ | 112 | $ | 1,791 | $ | (1,679 | ) | (5.7 | )% | |||||||
| (1) |
Decrease in rates assumes the applicable benchmark rate does not decrease below 0%. |
| Item 4. |
Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2020.
Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)) that occurred during the three-month period ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
41
| Item 1. |
Legal Proceedings. |
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial condition or results of operations.
| Item 1A. |
Risk Factors. |
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. There have been no material changes from the risk factors included within such reports other than the risks described below.
We use repurchase agreements to finance our investments, which may expose us to risks that could result in losses.
We use repurchase agreements as a form of leverage to finance our purchase of commercial and multifamily real estate loans and commercial mortgage-backed securities. Although each transaction under our repurchase agreements has its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate, our financing subsidiaries remain exposed to the credit risk of each asset because they must purchase the asset from the applicable counterparty on a specified date. In addition, repurchase agreements involve the risk that the counterparty may liquidate the assets underlying the repurchase agreements following the occurrence of an event of default under the applicable repurchase agreement by us. Furthermore, the counterparty may require us to provide additional margin in the form of cash or other forms of collateral under the terms of the applicable repurchase agreement. In addition, the interest costs and other fees associated with repurchase agreement transactions may adversely affect our results of operations and financial condition, and, in some cases, we may be worse off than if we had not used such instruments.
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Use of Proceeds
On September 11, 2017, our registration statement on Form S-11 (File No. 333-216037), covering our initial public offering of up to $2,750,000 in shares of common stock, was declared effective under the Securities Act, and we commenced our initial public offering. We are offering on a continuous basis up to $2,500,000 in any combination of Class T, Class S, Class D, Class M and Class I shares of common stock in our primary offering and up to $250,000 in any combination of Class F, Class Y, Class T, Class S, Class D, Class M and Class I shares of common stock pursuant to our distribution reinvestment plan. FS Investment Solutions, LLC, an affiliate of FS Real Estate Advisor, serves as the dealer manager of our initial public offering.
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Our equity raise, including private offering proceeds from the sale of Class F and Class Y shares, as of June 30, 2020 resulted in the following ($ in thousands except for share amounts):
|
Class
F
Shares (1) |
Class
Y
Shares (1) |
Class T
Shares |
Class S
Shares |
Class D
Shares |
Class M
Shares |
Class I
Shares |
Total | |||||||||||||||||||||||||
|
Primary shares sold |
2,572,795 | 193,013 | 1,234,331 | 4,304,791 | 536,224 | 1,910,371 | 1,878,048 | 12,629,573 | ||||||||||||||||||||||||
|
Gross proceeds from primary offering |
$ | 58,615 | $ | 4,758 | $ | 31,191 | $ | 109,088 | $ | 13,296 | $ | 47,499 | $ | 45,650 | $ | 310,097 | ||||||||||||||||
|
Reinvestments of distributions |
5,162 | 74 | 816 | 725 | 195 | 658 | 695 | 8,325 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Total gross proceeds |
63,777 | 4,832 | 32,007 | 109,813 | 13,491 | 48,157 | 46,345 | 318,422 | ||||||||||||||||||||||||
|
Selling commissions |
— | — | (980 | ) | (643 | ) | — | — | — | (1,623 | ) | |||||||||||||||||||||
|
Stockholder servicing fees |
— | — | (246 | ) | (411 | ) | (30 | ) | (138 | ) | — | (825 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Net offering proceeds |
$ | 63,777 | $ | 4,832 | $ | 30,781 | $ | 108,759 | $ | 13,461 | $ | 48,019 | $ | 46,345 | $ | 315,974 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| (1) |
Class F and Class Y shares are only offered pursuant to our distribution reinvestment plan. |
From the effective date of our initial public offering through June 30, 2020, the net offering proceeds to us, after deducting the total expenses incurred as described above, were $252,601. We primarily used the net offering proceeds of this offering, together with the proceeds from our private offerings, to originate or acquire approximately $683,000 of real estate-related investments in accordance with our investment objectives. See Note 1 to our unaudited consolidated financial statements included herein for additional information regarding our investment objectives. In addition to the net offering proceeds, we financed the acquisition of a portion of our investments with approximately $413,000 from financing activities, including our repurchase facilities and CLO.
Share Repurchase Program
We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares. Prior to September 2019, Class F shares and Class Y shares were not eligible to participate in our share repurchase program. The repurchase of shares is limited to no more than 2% of our aggregate NAV per month of all classes of shares then participating in our share repurchase plan and no more than 5% of our aggregate NAV per calendar quarter of all classes of shares then participating in our share repurchase plan, which means that in any 12-month period, we limit repurchases to approximately 20% of the total NAV of all classes of shares then participating in the share repurchase plan.
During the three months ended June 30, 2020, we repurchased shares of our common stock in the following amounts:
|
Period |
Total
Number of Shares Repurchased |
Average
Price Paid per Share |
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum
Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
||||||||||||
|
April 1 - April 30, 2020 |
198,093 | 24.83 | 198,093 | — | ||||||||||||
|
May 1 - May 31, 2020 |
206,585 | 24.73 | 206,585 | — | ||||||||||||
|
June 1 - June 30, 2020 (2) |
198,662 | 24.83 | 198,662 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
603,340 | $ | 24.79 | 603,340 | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
Redemptions are limited as described above. During the three months ended June 30, 2020, redemption requests totaling 179,318 shares went unfulfilled as a result of redemption requests reaching the limit of 2% of our aggregate NAV during April 2020 and May 2020. |
43
| (2) |
In June 2020, we received repurchase requests in excess of our ordinary quarterly repurchase limit. However, as a result of the impact of the COVID-19 pandemic on repurchase requests, our board of directors authorized management of the Company to apply the amount by which we were below the quarterly repurchase limit for the first calendar quarter of 2020 to satisfy repurchase requests for June 2020 in excess of the quarterly limit. |
Sales of Unregistered Securities
On May 1, 2020, we issued 860 unregistered restricted shares of Class I common stock, with a grant date fair value of $24.47 per share, to our independent directors as compensation for their services pursuant to our independent director restricted share plan in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act. The restricted shares of Class I common stock will vest on the one year anniversary of the grant date, provided that the independent director remains on the board of directors on such vesting date, or upon the earlier occurrence of his or her termination of service due to his or her death or disability or a change in our control.
| Item 3. |
Defaults upon Senior Securities. |
None.
| Item 4. |
Mine Safety Disclosures. |
Not applicable.
| Item 5. |
Other Information. |
Renewal of Advisory Agreement
We previously entered into that certain Second Amended and Restated Advisory Agreement dated as of August 17, 2018 (the“Advisory Agreement”) with FS Real Estate Advisor, LLC, our external advisor. On August 12, 2020, our board of directors approved the renewal of the Advisory Agreement effective as of August 17, 2020 for an additional one-year term expiring August 17, 2021. The terms of the Advisory Agreement otherwise remain unchanged.
Renewal of Expense Limitation Agreement
We previously entered into that certain Amended and Restated Expense Limitation Agreement dated as of August 17, 2018 (the“Expense Limitation Agreement”) with FS Real Estate Advisor, LLC, our external advisor, and Rialto Capital Management LLC, the sub-advisor to our external advisor. On August 12, 2020, our board of directors approved the renewal of the Expense Limitation Agreement effective as of August 17, 2020 for an additional one-year term expiring August 17, 2021. The terms of the Expense Limitation Agreement otherwise remain unchanged.
| Item 6. |
Exhibits. |
44
| * |
Filed herewith |
45
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized on August 14, 2020.
| FS CREDIT REAL ESTATE INCOME TRUST, INC. | ||
| By: | /s/ MICHAEL C. FORMAN | |
|
Michael C. Forman
(Principal Executive Officer) |
||
| By: | /s/ EDWARD T. GALLIVAN, JR. | |
|
Edward T. Gallivan, Jr. Chief Financial Officer (Principal Accounting and Financial Officer) |
||
46
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|